First Supplemental Indenture



 Exhibit 4.3 

FIRST SUPPLEMENTAL INDENTURE 

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
June 25, 2010, among SSI Investments II Limited, an Irish private limited company (“Issuer”) and SSI Co-Issuer LLC, a Delaware limited liability company (“Co-Issuer” and, together with Issuer, the
“Issuers”), SkillSoft Ireland Limited, an Irish private limited company, CBT (Technology) Limited, an Irish private limited company, Stargazer Productions, an Irish private limited company, and SkillSoft Limited, an Irish private
limited company (f/k/a SkillSoft plc) (collectively, the “Guaranteeing Subsidiaries”), and Wilmington Trust FSB, as trustee under the Indenture referred to below (the “Trustee”). 

W I T N E S S E T H 

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of
May 26, 2010 providing for the issuance of 11.125% Senior Notes due 2018 (the “Notes”); 
 WHEREAS, the
Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the
Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to
them in the Indenture. 
 2. AGREEMENT TO GUARANTEE. Each of the Guaranteeing
Subsidiaries hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Guarantee and in the Indenture including but not limited to Article10 thereof. 

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, member, partner or stockholder of the Issuers or any Guarantor or any of their direct or indirect parent companies, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes or the
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 
 4. NEW YORK
LAW TO GOVERN. THE INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. 
 6. EFFECT OF
HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 







 7. THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Issuers.








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
 Dated: June 25, 2010 

PRESENT when the Common Seal of 
 SSI
INVESTMENTS II LIMITED 
 was affixed hereto: 

 

	
	 /s/ MARK COMMINS

	Director
	
	 /s/ IMELDA SHINE

	Director


 SSI CO-ISSUER LLC 

 

			
	By:	 	 /s/ MICHAEL C. ASCIONE

		 	Name: Michael C. Ascione
		 	Title: Manager


 PRESENT when the Common Seal
of 
 SKILLSOFT IRELAND LIMITED 

was affixed hereto: 
  

	
	 /s/ IMELDA SHINE

	Director
	
	 /s/ FERDINAND VON PRONDZYNSKI

	Director


 Supplemental Indenture

 Signature Page 







 PRESENT when the Common Seal of 

CBT (TECHNOLOGY) LIMITED 
 was affixed
hereto: 
  

	
	 /s/ IMELDA SHINE

	Director
	
	 /s/ FERDINAND VON PRONDZYNSKI

	Director


 PRESENT when the Common Seal of

 STARGAZER PRODUCTIONS 
 was
affixed hereto: 
  

	
	 /s/ IMELDA SHINE

	Director
	
	 /s/ FERDINAND VON PRONDZYNSKI

	Director


 PRESENT when the Common Seal of

 SKILLSOFT LIMITED 
 was
affixed hereto: 
  

	
	 /s/ IMELDA SHINE

	Director
	
	 /s/ FERDINAND VON PRONDZYNSKI

	Director










			
	WILMINGTON TRUST FSB,
	
	as Trustee
		
	By:	 	 /s/ JOSEPH P. O’DONNELL

		 	Authorized Signatory


 Supplemental
Indenture 
 Signature Page