SOFTKEY INTERNATIONAL INC.
AND
STATE STREET BANK AND TRUST COMPANY,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of November 22, 1995
to
INDENTURE
Dated as of October 16, 1995
FIRST SUPPLEMENTAL INDENTURE dated as of November 22,
1995, between SOFTKEY INTERNATIONAL INC., a Delaware corporation
(the "Company"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation (the "Trustee").
W I T N E S S E T H :
WHEREAS, the Company and the Trustee have heretofore
executed and delivered a certain indenture dated as of
October 16, 1995 (the "Indenture"), pursuant to which 5 1/2% Senior
Convertible Notes Due 2000 (the "Notes") in an aggregate
principal amount not to exceed $402,500,000 have been issued;
WHEREAS, Section 11.1(i) of the Indenture provides,
among other things, that, without the consent of the holders of
the Notes (each a "Noteholder; holder"), the Company and the
Trustee, when authorized by Board Resolutions and the Trustee,
may enter into an indenture supplemental to the Indenture to
modify, eliminate or add to the provisions of the Indenture to
allow for the issuance of one or more global Notes, in addition
to the global Note provided for therein, representing beneficial
interests in Notes issued outside the United States in reliance
on Regulation S under the Securities Act, with such transfer
restrictions and legends as are consistent with such Regulation,
and to add provisions relating to the exchange and transfer of
beneficial interests in any Note or Notes represented by any such
global Note or Notes, any definitive Note and any global Note
referred to in Section 2.5(b) thereof;
WHEREAS, the Company and the Trustee join in the
execution of this First Supplemental Indenture for the purpose of
amending certain provisions of the Indenture as hereinafter set
forth;
WHEREAS, the execution and delivery of this First
Supplemental Indenture has been authorized by Board Resolutions
and the Trustee; and
WHEREAS, all conditions precedent and requirements
necessary to make this First Supplemental Indenture a valid and
legally binding instrument in accordance with its terms have been
complied with, performed and fulfilled and the execution and
delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises and intending
to be legally bound hereby, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all holders of the
Notes, as follows:
ARTICLE I.
AMENDMENTS
SECTION 1.1. Section 1.1 of the Indenture is hereby
amended by adding the following definitions in the appropriate
alphabetical order:
Cedel: The term "Cedel" means Cedel, S.A.
Closing Date: The term "Closing Date" means
October 23, 1995.
DWAC: The term "DWAC" means Deposit and Withdrawal At
Custodian Service.
Euroclear: The term "Euroclear" means ▇▇▇▇▇▇ Guaranty
Trust Company of New York, Brussels office, as operator of
the Euroclear System.
global Note: The term "global Note" means any and all
notes in global form.
Regulation S: The term "Regulation S" means Regulation
S under the Securities Act and any successor regulation
thereto.
Regulation S Global Note: The term "Regulation S
Global Note" shall have the meaning specified in Section
2.2.
Restricted Global Note: The term "Restricted Global
Note" shall have the meaning specified in Section 2.2.
Restricted Period: The term "Restricted Period" shall
have the meaning specified in Section 2.2.
SECTION 1.2. The first paragraph of Section 2.2 of the
Indenture is hereby amended by deleting the last sentence thereof
and adding the following paragraphs thereafter:
"Notes initially offered and sold in reliance on
Rule 144A shall be issued in the form of one or more
permanent global Notes (the "Restricted Global Note") in
definitive, fully registered form without interest coupons,
substantially in the form of Exhibit B hereto, with the
legends in substantially the form indicated in Exhibit B
hereto and such other legends as may be applicable thereto,
which Restricted Global Note shall be deposited on behalf of
the holders of the Notes represented thereby with the
Trustee, as custodian for the Depositary, and registered in
the name of a nominee of the Depositary, duly executed by
the Company and authenticated by the Trustee or the
authenticating agent as provided herein.
Notes offered and sold outside the United States
in reliance on Regulation S may be evidenced in the form of
one or more permanent global Notes (the "Regulation S Global
Note") in definitive, fully registered form without interest
coupons, substantially in the form of Exhibit C hereto, with
the legend in substantially the form set forth in Exhibit C
hereto and such other legends as may be applicable thereto,
which Regulation S Global Note shall be deposited on behalf
of the holders of the Notes represented thereby with the
Trustee, as custodian for the Depositary, and registered in
the name of a nominee of the Depositary, duly executed by
the Company and authenticated by the Trustee or an
authenticating agent as provided herein, for credit to the
accounts of the respective depositaries for Euroclear and
Cedel (or such other accounts as they may direct). Prior to
or on the 40th day after the later of the commencement of
the offering of the Notes and the Closing Date (the
"Restricted Period"), beneficial interests in the Regulation
S Global Note may only be held through ▇▇▇▇▇▇ Guaranty Trust
Company of New York, Brussels office, as operator of
Euroclear or Cedel or another agent member of Euroclear and
Cedel acting for and on behalf of them, unless delivery is
made through the Restricted Global Note in accordance with
the certification requirements hereof. During the
Restricted Period, interests in the Regulation S Global Note
may be exchanged for interests in the Restricted Global Note
or for definitive Notes only in accordance with the
certification requirements described in Section 2.5 below."
SECTION 1.3. Each of the last paragraph of Section 2.2
of the Indenture, the first paragraph of Section 2.3 of the
Indenture and the first paragraph of Section 2.4 of the Indenture
is hereby amended by deleting the phrase "Exhibits A and B"
therein in its entirety and substituting the phrase "Exhibits A,
B and C".
SECTION 1.4. Section 2.5(b) of the Indenture is hereby
amended by deleting the first paragraph in its entirety and
substituting the following:
"So long as the Notes are eligible for book-entry settlement
with the Depositary, or unless otherwise required by law,
all Notes to be traded on the PORTAL Market shall be
represented by the Restricted Global Note registered in the
name of the Depositary or the nominee of the Depositary.
The transfer and exchange of beneficial interests in any
global Note, which does not involve the issuance of a
definitive Note or the transfer of interests to another
global Note, shall be effected through the Depositary (but
not the Trustee or the Custodian) in accordance with this
Indenture (including the restrictions on transfer set forth
herein) and the procedures of the Depositary therefor.
Neither the Trustee nor the Custodian (in such respective
capacities) will have any responsibility for the transfer
and exchange of beneficial interests in such global Note
that does not involve the issuance of a definitive Note or
the transfer of interests to another global Note."
SECTION 1.5. (a) The first paragraph of Section
2.5(c) of the Indenture is hereby amended by (i) deleting the
phrase "together with a certification from the transferor that
the transferee is a QIB" in its entirety and substituting the
phrase "together with a certificate in the form of Exhibit E
hereto from the transferor that the transferor reasonably
believes the transferee is a QIB and is obtaining such beneficial
interest in a transaction meeting the requirements of Rule 144A
and any applicable securities laws of any state of the United
States or any other jurisdiction" and (ii) deleting the phrase
"the Note in global form" in its entirety wherever it appears
therein and substituting the phrase "the Restricted Global Note".
(b) Section 2.5(c) of the Indenture is hereby amended
by adding the following paragraphs after the first paragraph
thereof:
"So long as the Notes are eligible for book-entry
settlement, or unless otherwise required by law, upon any
transfer of a definitive Note in accordance with Regulation
S, if requested by the transferor, and upon receipt of the
definitive Note or Notes being so transferred, together with
a certificate in the form of Exhibit E hereto from the
transferor that the transfer was made in accordance with
Rule 903 or 904 of Regulation S or Rule 144 under the
Securities Act (or other evidence satisfactory to the
Trustee), the Trustee shall make or direct the Custodian to
make, an endorsement on the Regulation S Global Note to
reflect an increase in the aggregate principal amount of the
Notes represented by the Regulation S Global Note, the
Trustee shall cancel such definitive Note or Notes and
cause, or direct the Custodian to cause, in accordance with
the standing instructions and procedures existing between
the Depositary and the Custodian, the aggregate principal
amount of Notes represented by the Regulation S Global Note
to be increased accordingly.
If a holder of a beneficial interest in the
Restricted Global Note wishes at any time to exchange its
interest in the Restricted Global Note for an interest in
the Regulation S Global Note, or to transfer its interest in
the Restricted Global Note to a person who wishes to take
delivery thereof in the form of an interest in the
Regulation S Global Note, such holder may, subject to the
rules and procedures of the Depositary and to the
requirements set forth in the following sentence, exchange
or cause the exchange or transfer or cause the transfer of
such interest for an equivalent beneficial interest in the
Regulation S Global Note. Upon receipt by the Trustee, as
transfer agent of (1) instructions given in accordance with
the Depositary's procedures from or on behalf of a holder of
a beneficial interest in the Restricted Global Note,
directing the Trustee (via DWAC), as transfer agent, to
credit or cause to be credited a beneficial interest in the
Regulation S Global Note in an amount equal to the
beneficial interest in the Restricted Global Note to be
exchanged or transferred, (2) a written order given in
accordance with the Depositary's procedures containing
information regarding the Euroclear or Cedel account to be
credited with such increase and the name of such account,
and (3) a certificate in the form of Exhibit D given by the
holder of such beneficial interest stating that the exchange
or transfer of such interest has been made pursuant to and
in accordance with Rule 903 or Rule 904 of Regulation S or
Rule 144 under the Securities Act (or other evidence
satisfactory to the Trustee), the Trustee, as transfer
agent, shall promptly deliver appropriate instructions to
the Depositary (via DWAC), its nominee, or the custodian for
the Depositary, as the case may be, to reduce or reflect on
its records a reduction of the Restricted Global Note by the
aggregate principal amount of the beneficial interest in
such Restricted Global Note to be so exchanged or
transferred from the relevant participant, and the Trustee,
as transfer agent, shall promptly deliver appropriate
instructions (via DWAC) to the Depositary, its nominee, or
the custodian for the Depositary, as the case may be,
concurrently with such reduction, to increase or reflect on
its records an increase of the principal amount of such
Regulation S Global Note by the aggregate principal amount
of the beneficial interest in such Restricted Global Note to
be so exchanged or transferred, and to credit or cause to be
credited to the account of the person specified in such
instructions (who shall be ▇▇▇▇▇▇ Guaranty Trust Company of
New York, Brussels office, as operator of Euroclear or Cedel
or another agent member of Euroclear or Cedel, or both, as
the case may be, acting for and on behalf of them) a
beneficial interest in such Regulation S Global Note equal
to the reduction in the principal amount of such Restricted
Global Note.
If a holder of a beneficial interest in the
Regulation S Global Note wishes at any time to exchange its
interest in the Regulation S Global Note for an interest in
the Restricted Global Note, or to transfer its interest in
the Regulation S Global Note to a person who wishes to take
delivery thereof in the form of an interest in the
Restricted Global Note, such holder may, subject to the
rules and procedures of Euroclear or Cedel and the
Depositary, as the case may be, and to the requirements set
forth in the following sentence, exchange or cause the
exchange or transfer or cause the transfer of such interest
for an equivalent beneficial interest in such Restricted
Global Note. Upon receipt by the Trustee, as transfer agent
of (l) instructions given in accordance with the procedures
of Euroclear or Cedel and the Depositary, as the case may
be, from or on behalf of a beneficial owner of an interest
in the Regulation S Global Note directing the Trustee, as
transfer agent, to credit or cause to be credited a
beneficial interest in the Restricted Global Note in an
amount equal to the beneficial interest in the Regulation S
Global Note to be exchanged or transferred, (2) a written
order given in accordance with the procedures of Euroclear
or Cedel and the Depositary, as the case may be, containing
information regarding the account with the Depositary to be
credited with such increase and the name of such account,
and (3) prior to the expiration of the Restricted Period, a
certificate in the form of Exhibit E given by the holder of
such beneficial interest and stating that the person
transferring such interest in such Regulation S Global Note
reasonably believes that the person acquiring such interest
in the Restricted Global Note is a QIB and is obtaining such
beneficial interest in a transaction meeting the
requirements of Rule 144A and any applicable securities laws
of any state of the United States or any other jurisdiction
(or other evidence satisfactory to the Trustee), the
Trustee, as transfer agent, shall promptly deliver (via
DWAC) appropriate instructions to the Depositary, its
nominee, or the custodian for the Depositary, as the case
may be, to reduce or reflect on its records a reduction of
the Regulation S Global Note by the aggregate principal
amount of the beneficial interest in such Regulation S
Global Note to be exchanged or transferred, and the Trustee,
as transfer agent, shall promptly deliver (via DWAC)
appropriate instructions to the Depositary, its nominee, or
the custodian for the Depositary, as the case may be,
concurrently with such reduction, to increase or reflect on
its records an increase of the principal amount of the
Restricted Global Note by the aggregate principal amount of
the beneficial interest in the Regulation S Global Note to
be so exchanged or transferred, and to credit or cause to be
credited to the account of the person specified in such
instructions a beneficial interest in the Restricted Global
Note equal to the reduction in the principal amount of the
Regulation S Global Note. After the expiration of the
Restricted Period, the certification requirement set forth
in clause (3) of the second sentence of this Section
2.5(b)(iii) will no longer apply to such exchanges and
transfers.
If a holder of a definitive Note wishes at any
time to exchange its Note for a beneficial interest in any
global Note (or vice versa), or to transfer its definitive
Note to a person who wishes to take delivery thereof in the
form of a beneficial interest in a global Note (or vice
versa), such Notes and beneficial interests may be exchanged
or transferred for one another only in accordance with such
procedures as are substantially consistent with the
provisions of the two preceding paragraphs (including the
certification requirements intended to ensure that such
exchanges or transfers comply with Rule 144, Rule 144A or
Regulation S, as the case may be) and as may be from time to
time adopted by the Company and the Trustee.
Any beneficial interest in one of the global Notes
that is transferred to a person who takes delivery in the
form of an interest in the other global Note will, upon
transfer, cease to be an interest in such global Note and
become an interest in the other global Note and,
accordingly, will thereafter be subject to all transfer
restrictions and other procedures applicable to beneficial
interests in such other global Note for as long as it
remains such an interest."
(c) The second paragraph of Section 2.5(c) of the
Indenture is hereby amended by adding the phrase "or with
Regulation S" after the phrase "or required to comply with any
applicable law or any regulation thereunder".
SECTION 1.6. (a) The second paragraph of Section
2.5(d) of the Indenture is hereby amended by adding after the
first reference to "Note" therein the parenthetical phrase
"(other than any Note represented by the Regulation S Global
Note)".
(b) Section 2.5(d) of the Indenture is hereby amended
by adding after the last paragraph therein the following:
"The Company and the Trustee may for all purposes,
including the making of payments due on the Notes, deal
with the Depositary as the authorized representative of
the Noteholders for the purposes of exercising the
rights of Noteholders hereunder. The rights of the
owner of any beneficial interest in a global Note shall
be limited to those established by law and agreements
between such owners and depository participants or
Euroclear and Cedel; provided, that no such agreement
shall give any rights to any person against the Company
or the Trustee without the written consent of the
parties so affected. Multiple requests and directions
from and votes of, the Depositary as holder of notes in
book entry form with respect to any particular matter
shall not be deemed inconsistent to the extent they do
not represent an amount of notes in excess of those
held in the name of the Depositary or its nominee."
(c) The fourth, fifth, sixth and eighth paragraphs of
Section 2.5(d) of the Indenture are hereby amended by changing
every reference therein to a global "Note" in singular form to a
reference to global "Notes" in plural form and every reference
therein to "a Note in global form" to "global Notes".
SECTION 1.7. (a) The first paragraph of Section
2.5(e) of the Indenture is hereby amended by adding after the
first reference to "Note" therein the parenthetical phrase
"(other than any Note represented by the Regulation S Global
Note)".
SECTION 1.8. Exhibit B of the Indenture is hereby
amended by deleting Exhibit B in its entirety and substituting
the following:
EXHIBIT B - FORM OF RESTRICTED GLOBAL NOTE
[FORM OF FACE OF NOTE]
No. A-1 $_________________
CUSIP ▇▇▇▇▇▇▇▇▇
SOFTKEY INTERNATIONAL INC.
5 1/2% Senior Convertible Note Due 2000
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN DEFINITIVE FORM, THIS RESTRICTED GLOBAL NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT
IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN
RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT)
("INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THE NOTE EVIDENCED HEREBY IN AN
OFFSHORE TRANSACTION; (2) AGREES THAT IT WILL NOT PRIOR TO
THE DATE THAT IS THREE YEARS AFTER THE LATER OF THE ORIGINAL
ISSUANCE OF THE NOTE EVIDENCED HEREBY AND THE LAST DATE ON
WHICH SOFTKEY INTERNATIONAL INC. (THE "COMPANY") OR ANY
"AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES
ACT) OF THE COMPANY WAS THE OWNER OF THE NOTE (THE
"RESTRICTION TERMINATION DATE") RESELL OR OTHERWISE TRANSFER
THE NOTE EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON
CONVERSION OF SUCH NOTE EXCEPT (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH
TRANSFER, FURNISHES TO STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE, A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THE NOTE EVIDENCED HEREBY (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM SUCH TRUSTEE), (D) OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT OR (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE); AND (3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED HEREBY
BEFORE THE RESTRICTION TERMINATION DATE, THE HOLDER MUST
CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
CERTIFICATE TO STATE STREET BANK AND TRUST COMPANY, AS
TRUSTEE. IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE
(C), (D) OR (E) ABOVE, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO STATE STREET BANK AND TRUST COMPANY, AS
TRUSTEE, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM
THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE
REMOVED UPON THE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES"
AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.
SOFTKEY INTERNATIONAL INC., a corporation duly
organized and validly existing under the laws of the State of
Delaware (herein called the "Company"), which term includes any
Successor Company under the Indenture referred to on the reverse
hereof, for value received hereby promises to pay to
_________________________________________________________________
_________________________________________________________________
______, or registered assigns, the principal sum of
_________________________________________________________________
_________________________________________________________________
_______________ Dollars (subject to adjustment as set forth in
the next paragraph hereof) on November 1, 2000, at the office or
agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, or, at the option of the
holder of this Restricted Global Note, at the Corporate Trust
Office of the Trustee, in such coin or currency of the United
States of America as at the time of payment shall be legal tender
for the payment of public and private debts, and to pay interest,
semi-annually on May 1 and November 1 of each year, commencing
May 1, 1996, on said principal sum at said office or agency, in
like coin or currency, at the rate per annum specified in the
title of this Restricted Global Note, from the May 1 or November
1, as the case may be, next preceding the date of this Restricted
Global Note to which interest has been paid or duly provided for,
unless the date hereof is a date to which interest has been paid
or duly provided for, in which case from the date of this
Restricted Global Note, or unless no interest has been paid or
duly provided for on the Notes, in which case from October 23,
1995, until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof
is after any April 15 or October 15, as the case may be, and
before the following May 1 or November 1 other than October 15,
1995, this Restricted Global Note shall bear interest from such
May 1 or November 1, respectively; provided, however, that if the
Company shall default in the payment of interest due on such May
1 or November 1, then this Restricted Global Note shall bear
interest from the next preceding May 1 or November 1 to which
interest has been paid or duly provided for or, if no interest
has been paid or duly provided for on such Note, from October 23,
1995. The interest so payable on any May 1 or November 1 will be
paid to the person in whose name this Restricted Global Note (or
one or more Predecessor Notes) is registered at the close of
business on the record date, which shall be the April 15 or
October 15 (whether or not a Business Day) next preceding such
May 1 or November 1, respectively; provided that any such
interest not punctually paid or duly provided for shall be
payable as provided in the Indenture. Interest may, at the
option of the Company, be paid by check mailed to the registered
address of such person.
The aggregate principal amount of this Restricted
Global Note represented hereby may from time to time be reduced
or increased to reflect exchanges of a part of this Restricted
Global Note for interests in the Regulation S Global Note or
definitive Notes or exchanges of interests in the Regulation S
Global Note or definitive Notes for a part of this Restricted
Global Note or conversions or redemptions of a part of this
Restricted Global Note or cancellations of a part of this
Restricted Global Note or transfers of interests in the
Regulation S Global Note or definitive Notes in return for a part
of this Restricted Global Note or transfers of a part of this
Restricted Global Note effected by delivery of interests in the
Regulation S Global Note or definitive Notes, in each case, and
in any such case, by means of notations on the Schedule of
Exchanges, Conversions, Redemptions, Cancellations and Transfers
on the last page hereof. Notwithstanding any provision of this
Restricted Global Note to the contrary, (i) exchanges of a part
of this Restricted Global Note for interests in the Regulation S
Global Note or definitive Notes, (ii) exchanges of interests in
the Regulation S Global Note or definitive Notes for a part of
this Restricted Global Note, (iii) conversions or redemptions of
a part of this Restricted Global Note, (iv) cancellations of a
part of this Restricted Global Note, (v) transfers of interests
in the Regulation S Global Note or definitive Notes in return for
a part of this Restricted Global Note and (vi) transfers of a
part of this Restricted Global Note effected by delivery of
interests in the Regulation S Global Note or definitive Notes may
be effected without the surrendering of this Restricted Global
Note, provided that appropriate notations on the Schedule of
Exchanges, Conversions, Redemptions, Cancellations and Transfers
are made by the Trustee, or the Custodian at the direction of the
Trustee, to reflect the appropriate reduction or increase, as the
case may be, in the aggregate principal amount of this Restricted
Global Note resulting therefrom or as a consequence thereof.
Reference is made to the further provisions of this
Restricted Global Note set forth on the reverse hereof,
including, without limitation, provisions giving the holder of
this Restricted Global Note the right to convert this Restricted
Global Note into Common Stock of the Company on the terms and
subject to the limitations referred to on the reverse hereof and
as more fully specified in the Indenture. Such further
provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Restricted Global Note shall be deemed to be a
contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with and governed
by the laws of said State.
This Restricted Global Note shall not be valid or
become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the
Indenture.
IN WITNESS WHEREOF, the Company has caused this
Restricted Global Note to be duly executed under its corporate
seal.
SOFTKEY INTERNATIONAL INC.
By:
Name:
Title:
Dated:_________________________
Attest:
______________________________
Secretary
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This is one of the Notes described in the within-named
indenture.
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By:
Authorized Officer
As Authenticating Agent
(if different from Trustee)
By:
Authorized Officer
[FORM OF REVERSE OF RESTRICTED GLOBAL NOTE]
SoftKey International Inc.
5 1/2% Senior Convertible Note Due 2000
This Restricted Global Note is one of a duly authorized
issue of Notes of the Company, designated as its 5 1/2% Senior
Convertible Notes Due 2000 (herein called the "Notes"), limited
to the aggregate principal amount of $402,500,000 all issued or
to be issued under and pursuant to an Indenture dated as of
October 16, 1995 (herein called the "Indenture"), between the
Company and State Street Bank and Trust Company (herein called
the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders
of the Notes.
In case an Event of Default, as defined in the
Indenture, shall have occurred and be continuing, the principal
of and accrued interest on all Notes may be declared, and upon
said declaration shall become, due and payable, in the manner,
with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the holders of not
less than a majority in aggregate principal amount of the Notes
at the time outstanding, evidenced as in the Indenture provided,
to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in
any manner the rights of the holders of the Notes; provided,
however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Note, or reduce the rate or extend the time
of payment of interest thereon, or reduce the principal amount
thereof or premium, if any, thereon, or reduce any amount payable
on redemption thereof, alter the obligation of the Company to
redeem the Notes at the option of the holders upon the occurrence
of a Change of Control or impair or affect the right of any
Noteholder to institute suit for the payment thereof, or make the
principal thereof or interest or premium, if any, thereon payable
in any coin or currency other than that provided in the Notes or
impair the right to convert the Notes into Common Stock subject
to the terms set forth in the Indenture, including Section 15.6
thereof, without the consent of the holder of each Note so
affected or (ii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all Notes then
outstanding. It is also provided in the Indenture that, prior to
any declaration accelerating the maturity of the Notes, the
holders of a majority in aggregate principal amount of the Notes
at the time outstanding may on behalf of the holders of all of
the Notes waive any past default or Event of Default under the
Indenture and its consequences except a default in the payment of
interest or any premium on or the principal of any of the Notes,
a failure by the Company to convert any Notes into Common Stock
of the Company or a default in respect of a covenant or provision
of the Indenture which under Article XI thereof cannot be
modified or amended without the consent of the holders of all
Notes then outstanding. Any such consent or waiver by the holder
of this Restricted Global Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of this Restricted Global Note
and any Notes which may be issued in exchange or substitution
hereof, irrespective of whether or not any notation thereof is
made upon this Restricted Global Note or such other Notes.
No reference herein to the Indenture and no provision
of this Restricted Global Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any premium and
interest on this Restricted Global Note at the place, at the
respective times, at the rate and in the coin or currency herein
prescribed.
Interest on the Notes shall be computed on the basis of
a year of twelve 30-day months.
The Notes are issuable in registered form without
coupons in denominations of $1,000 principal amount and integral
multiples thereof. At the office or agency of the Company
referred to on the face hereof, and in the manner and subject to
the limitations provided in the Indenture, without payment of any
service charge but with payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in
connection with any registration or exchange of Notes, Notes may
be exchanged for a like aggregate principal amount of Notes of
other authorized denominations.
The Notes will not be redeemable at the option of the
Company prior to November 2, 1998. On or after such date and
prior to maturity the Notes may be redeemed at the option of the
Company as a whole, or from time to time in part, upon mailing a
notice of such redemption not less than 30 nor more than 60 days
before the date fixed for redemption to the holders of Notes at
their last registered addresses, all as provided in the
Indenture, at the following optional redemption prices (expressed
as percentages of the principal amount), together in each case
with accrued interest to the date fixed for redemption.
If redeemed during the 12-month period beginning:
Date Percentage
November 2, 1998 102.2%
November 1, 1999 101.1%
and 100% at November 1, 2000; provided that if the date fixed for
redemption is a May 1 or November 1, then the interest payable on
such date shall be paid to the holder of record on the next
preceding April 15 or October 15, respectively.
If a Change of Control (as defined in the Indenture)
shall occur at any time, then each holder of Notes shall have the
right to require that the Company purchase such holder's Notes in
whole or in part in integral multiples of $1,000, at a purchase
price in cash in an amount equal to 101% of the principal amount
of such Notes, plus accrued and unpaid interest, if any, to the
repurchase date pursuant to an offer to be made by the Company
and in accordance with the procedures set forth in the Indenture.
Subject to the provisions of the Indenture, the holder
hereof has the right, at its option, at any time after 60 days
following the latest date of original issuance of the Notes and
prior to the close of business on November 1, 2000, or, as to all
or any portion hereof called for redemption, prior to the close
of business on the Business Day next preceding the date fixed for
redemption (unless the Company shall default in payment due upon
redemption thereof), to convert the principal hereof or any
portion of such principal which is $1,000 or an integral multiple
thereof, into that number of fully paid and non-assessable shares
of Company's Common Stock, as said shares shall be constituted at
the date of conversion, obtained by dividing the principal amount
of this Restricted Global Note or portion thereof to be converted
by the conversion price of $53.00 or such conversion price as
adjusted from time to time as provided in the Indenture, upon
surrender of this Restricted Global Note, together with a
conversion notice as provided in the Indenture, to the Company at
the office or agency of the Company maintained for that purpose
in the Borough of Manhattan, The City of New York, or at the
option of such holder, the Corporate Trust Office of the Trustee,
and, unless the shares issuable on conversion are to be issued in
the same name as this Restricted Global Note, duly endorsed by,
or accompanied by instruments of transfer in form satisfactory to
the Company duly executed by, the holder or by his duly
authorized attorney. No adjustment in respect of interest or
dividends will be made upon any conversion; provided, however,
that if this Restricted Global Note shall be surrendered for
conversion during the period from the close of business on any
record date for the payment of interest through the close of
business on the Business Day next preceding the following
interest payment date, this Restricted Global Note (unless it or
the portion being converted shall have been called for redemption
on a date in such period) must be accompanied by an amount, in
funds acceptable to the Company, equal to the interest payable on
such interest payment date on the principal amount being
converted. No fractional shares will be issued upon any
conversion, but an adjustment in cash will be made, as provided
in the Indenture, in respect of any fraction of a share which
would otherwise be issuable upon the surrender of any Note or
Notes for conversion.
Any Notes called for redemption, unless surrendered for
conversion on or before the close of business on the date fixed
for redemption, may be deemed to be purchased from the holder of
such Notes at an amount equal to the applicable redemption price,
together with accrued interest to the date fixed for redemption,
by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Notes from the holders
thereof and convert them into Common Stock of the Company and to
make payment for such Notes as aforesaid to the Trustee in trust
for such holders.
Upon due presentment for registration of transfer of
this Restricted Global Note at the office or agency of the
Company in the Borough of Manhattan, The City of New York, or at
the option of the holder of this Restricted Global Note, at the
Corporate Trust Office of the Trustee, a new Note or Notes of
authorized denominations for an equal aggregate principal amount
will be issued to the transferee in exchange thereof, subject to
the limitations provided in the Indenture, without charge except
for any tax or other governmental charge imposed in connection
therewith.
The Company, the Trustee, any authenticating agent, any
paying agent, any conversion agent and any Note registrar may
deem and treat the registered holder hereof as the absolute owner
of this Restricted Global Note (whether or not this Restricted
Global Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon made by anyone other than the
Company or any Note registrar), for the purpose of receiving
payment hereof, or on account hereof, for the conversion hereof
and for all other purposes, and neither the Company nor the
Trustee nor any other authenticating agent nor any paying agent
nor any other conversion agent nor any Note registrar shall be
affected by any notice to the contrary. All payments made to or
upon the order of such registered holder shall, to the extent of
the sum or sums paid, satisfy and discharge liability for monies
payable on this Restricted Global Note.
No recourse for the payment of the principal of or any
premium or interest on this Restricted Global Note, or for any
claim based hereon or otherwise in respect hereof, and no
recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental
thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any Successor Company,
either directly or through the Company or any Successor Company,
whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and
released.
Terms used in this Restricted Global Note and defined
in the Indenture are used herein as therein defined.
ABBREVIATIONS
The following abbreviations, when used in the
inscription of the face of this Restricted Global Note, shall be
construed as though they were written out in full according to
applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
__________________ Custodian
(Cust)
TEN ENT - as tenants by the __________________ under
entireties (Minor)
JT TEN - as joint tenants with
right of survivorship Uniform Gifts to
and not as tenants in Minors Act _____________________
common (State)
Additional abbreviations may also be used
though not in the above list.
[FORM OF CONVERSION NOTICE]
CONVERSION NOTICE
To: SoftKey International Inc.
The undersigned registered owner of this Restricted Global Note
hereby irrevocably exercises the option to convert this
Restricted Global Note, or the portion hereof (which is $1,000
principal amount or an integral multiple thereof) below
designated, into shares of Common Stock in accordance with the
terms of the Indenture referred to in this Restricted Global
Note, and directs that the shares issuable and deliverable upon
such conversion, together with any check in payment for
fractional shares and any Notes representing any unconverted
principal amount hereof, be issued and delivered to the
registered holder hereof unless a different name has been
indicated below. If shares or any portion of this Restricted
Global Note not converted are to be issued in the name of a
person other than the undersigned, the undersigned will check the
appropriate box below and pay all transfer taxes payable with
respect thereto. Any amount required to be paid to the
undersigned on account of interest accompanies this Restricted
Global Note.
Dated: _________________________
_________________________________
__________________________________
Signature(s)
Signature(s) must be guaranteed by an eligible Guarantor
Institution (banks, stock brokers, savings and loan associations
and credit unions) with membership in an approved signature
guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15 if shares of Common Stock are to be
issued, or Notes to be delivered, other than to and in the name
of the registered holder.
_________________________________________
Signature Guarantee
Fill in for registration of shares if to be issued, and Notes if
to be delivered, other than to and in the name of the registered
holder:
_______________________________________
(Name)
_______________________________________
(▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
_______________________________________
(City, State and Zip Code)
Please print name and address
Principal amount to be converted (if less than all) $____________
________________________________
[FORM OF OPTION TO ELECT REPAYMENT
UPON A CHANGE OF CONTROL]
To: SoftKey International Inc.
The undersigned registered owner of this Restricted
Global Note hereby irrevocably acknowledges receipt of a notice
from SoftKey International Inc. (the "Company") as to the
occurrence of a Change of Control with respect to the Company and
requests and instructs the Company to repay the entire principal
amount of this Restricted Global Note, or the portion thereof
(which is $1,000 principal amount or an integral multiple
thereof) below designated, in accordance with the terms of the
Indenture referred to in this Restricted Global Note, together
with accrued interest to such date, to the registered holder
hereof.
Dated:____________________________
_________________________________
__________________________________
Signature(s)
__________________________________
Social Security or Other Taxpayer
Identification Number
Principal amount to be repaid (if less than all):
$________________________
[FORM OF ASSIGNMENT]
For value received hereby
sell(s), assign(s) and transfer(s) unto
(please insert social security or other identifying number of
assignee) the within Note, and hereby irrevocably constitutes and
appoints attorney to transfer
the said Note on the books of the Company, with full power of
substitution in the premises.
In connection with any transfer of the within Note (or
any issuance of shares of Common Stock upon conversion of the
within Note) occurring prior to the third anniversary of the date
of original issuance of such Note, the undersigned confirms that
such Note (or shares of Common Stock, as the case may be) are
being transferred:
( ) To SoftKey International Inc. or a subsidiary thereof;
or
( ) Pursuant to and in compliance with Rule 144A under the
Securities Act of 1933, as amended; or
( ) To an Institutional Accredited Investor pursuant to and
in compliance with the Securities Act of 1933, as
amended; or
( ) Pursuant to and in compliance with Regulation S under
the Securities Act of 1933, as amended; or
( ) Pursuant to and in compliance with Rule 144 under the
Securities Act of 1933, as amended.
Unless one of the boxes above is checked, the Trustee
will refuse to register any of the within Notes (or such shares
of Common Stock, as the case may be) in the name of any person
other than the registered holder thereof (or hereof); provided,
however, that the Trustee may, in its sole discretion, register
the transfer of such Notes (or such shares of Common Stock, as
the case may be) if it has received such certifications, legal
opinions and/or other information as the Company has reasonably
requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as
amended.
In addition, if the transferee is an institutional
accredited investor or a purchaser who is not a U.S. person, the
holder must furnish to the Trustee (i) in the case of an
institutional accredited investor, a signed letter containing
certain representations and agreements relating to the
restrictions on transfer of the security evidenced hereby, and
(ii) such other certifications, legal opinions or other
information as it may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act of 1933, as amended.
Dated:__________________________
________________________________
_________________________________
Signature(s)
Signature(s) must be guaranteed
by an eligible Guarantor Institution (banks, stock brokers,
savings and loan associations and credit unions) with membership
in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15.
_________________________________
Signature Guarantee
NOTICE: The signature on the conversion notice, the option to
elect payment upon a Change of Control or the assignment must
correspond with the name as written upon the face of the Note in
every particular without alteration or enlargement or any change
whatever.
SCHEDULE A
SCHEDULE OF EXCHANGES
The initial principal amount of this Restricted Global Note is
U.S. $_____________. The following additions to principal, redemptions,
exchanges of a part of this Restricted Global Note for an interest in the
Regulation S Global Note or definitive Note and conversions into Common
Shares have been made:
Principal
Amount
Redeemed,
Principal Exchanged for
Amount Added Interest in
on the
Exchange of Regulation S Remaining
Date of Interest in Global Note Principal
Addition to the or Definitive Amount
Principal, Regulation S Notes or Outstanding Notation
Redemption, Global Note Converted Following Made by or
Exchange or or Definitive into Common such on behalf of
Conversion Notes Shares Transaction the Trustee
SECTION 1.9. The Exhibits to the Indenture are amended
by adding the following "EXHIBIT C", "EXHIBIT D" and "EXHIBIT E"
in the appropriate alphabetical order at the end of "EXHIBIT B":
EXHIBIT C - FORM OF REGULATION S GLOBAL NOTE
[FORM OF FACE OF NOTE]
No. C-1 $_________________
CUSIP ▇▇▇▇▇▇▇▇▇
SOFTKEY INTERNATIONAL INC.
5 1/2% Senior Convertible Note Due 2000
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN DEFINITIVE FORM, THIS REGULATION S GLOBAL NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
REGULATION S GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
SOFTKEY INTERNATIONAL INC., a corporation duly
organized and validly existing under the laws of the State of
Delaware (herein called the "Company"), which term includes any
Successor Company under the Indenture referred to on the reverse
hereof, for value received hereby promises to pay to
_________________________________________________________________
_________________________________________________________________
______, or registered assigns, the principal sum of
_________________________________________________________________
_________________________________________________________________
_______________ Dollars (subject to adjustment as set forth in
the next paragraph hereof) on November 1, 2000, at the office or
agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, or, at the option of the
holder of this Regulation S Global Note, at the Corporate Trust
Office of the Trustee, in such coin or currency of the United
States of America as at the time of payment shall be legal tender
for the payment of public and private debts, and to pay interest,
semi-annually on May 1 and November 1 of each year, commencing
May 1, 1996, on said principal sum at said office or agency, in
like coin or currency, at the rate per annum specified in the
title of this Regulation S Global Note, from the May 1 or
November 1, as the case may be, next preceding the date of this
Regulation S Global Note to which interest has been paid or duly
provided for, unless the date hereof is a date to which interest
has been paid or duly provided for, in which case from the date
of this Regulation S Global Note, or unless no interest has been
paid or duly provided for on the Notes, in which case from
October 23, 1995, until payment of said principal sum has been
made or duly provided for. Notwithstanding the foregoing, if the
date hereof is after any April 15 or October 15, as the case may
be, and before the following May 1 or November 1 other than
October 15, 1995, this Regulation S Global Note shall bear
interest from such May 1 or November 1, respectively; provided,
however, that if the Company shall default in the payment of
interest due on such May 1 or November 1, then this Regulation S
Global Note shall bear interest from the next preceding May 1 or
November 1 to which interest has been paid or duly provided for
or, if no interest has been paid or duly provided for on such
Note, from October 23, 1995. The interest so payable on any May
1 or November 1 will be paid to the person in whose name this
Regulation S Global Note (or one or more Predecessor Notes) is
registered at the close of business on the record date, which
shall be the April 15 or October 15 (whether or not a Business
Day) next preceding such May 1 or November 1, respectively;
provided that any such interest not punctually paid or duly
provided for shall be payable as provided in the Indenture.
Interest may, at the option of the Company, be paid by check
mailed to the registered address of such person.
The aggregate principal amount of this Regulation S
Global Note represented hereby may from time to time be reduced
or increased to reflect exchanges of a part of this Regulation S
Global Note for interests in the Restricted Global Note or
definitive Notes or exchanges of interests in the Restricted
Global Note or definitive Notes for a part of this Regulation S
Global Note or conversions or redemptions of a part of this
Regulation S Global Note or cancellations of a part of this
Regulation S Global Note or transfers of interests in the
Restricted Global Note or definitive Notes in return for a part
of this Regulation S Global Note or transfers of a part of this
Regulation S Global Note effected by delivery of interests in the
Restricted Global Note or definitive Notes, in each case, and in
any such case, by means of notations on the Schedule of
Exchanges, Conversions, Redemptions, Cancellations and Transfers
on the last page hereof. Notwithstanding any provision of this
Regulation S Global Note to the contrary, (i) exchanges of a part
of this Regulation S Global Note for interests in the Restricted
Global Note or definitive Notes, (ii) exchanges of interests in
the Restricted Global Note or definitive Notes for a part of this
Regulation S Global Note, (iii) conversions or redemptions of a
part of this Regulation S Global Note, (iv) cancellations of a
part of this Regulation S Global Note, (v) transfers of interests
in the Restricted Global Note or definitive Notes in return for a
part of this Regulation S Global Note and (vi) transfers of a
part of this Regulation S Global Note effected by delivery of
interests in the Restricted Global Note or definitive Notes may
be effected without the surrendering of this Regulation S Global
Note, provided that appropriate notations on the Schedule of
Exchanges, Conversions, Redemptions, Cancellations and Transfers
are made by the Trustee, or the Custodian at the direction of the
Trustee, to reflect the appropriate reduction or increase, as the
case may be, in the aggregate principal amount of this Regulation
S Global Note resulting therefrom or as a consequence thereof.
Reference is made to the further provisions of this
Regulation S Global Note set forth on the reverse hereof,
including, without limitation, provisions giving the holder of
this Regulation S Global Note the right to convert this
Regulation S Global Note into Common Stock of the Company on the
terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture. Such
further provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Regulation S Global Note shall be deemed to be a
contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with and governed
by the laws of said State.
This Regulation S Global Note shall not be valid or
become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the
Indenture.
IN WITNESS WHEREOF, the Company has caused this
Regulation S Global Note to be duly executed under its corporate
seal.
SOFTKEY INTERNATIONAL INC.
By:
Name:
Title:
Dated:__________________
Attest:
________________________
Secretary
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This is one of the Notes described in the within-named
indenture.
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By:
Authorized Officer
As Authenticating Agent
(if different from Trustee)
By:
Authorized Officer
[FORM OF REVERSE OF REGULATION S GLOBAL NOTE]
SoftKey International Inc.
5 1/2% Senior Convertible Note Due 2000
This Regulation S Global Note is one of a duly
authorized issue of Notes of the Company, designated as its 5
1/2% Senior Convertible Notes Due 2000 (herein called the
"Notes"), limited to the aggregate principal amount of
$402,500,000 all issued or to be issued under and pursuant to an
Indenture dated as of October 16, 1995 (herein called the
"Indenture"), between the Company and State Street Bank and Trust
Company (herein called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and
the holders of the Notes.
In case an Event of Default, as defined in the
Indenture, shall have occurred and be continuing, the principal
of and accrued interest on all Notes may be declared, and upon
said declaration shall become, due and payable, in the manner,
with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the holders of not
less than a majority in aggregate principal amount of the Notes
at the time outstanding, evidenced as in the Indenture provided,
to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in
any manner the rights of the holders of the Notes; provided,
however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Note, or reduce the rate or extend the time
of payment of interest thereon, or reduce the principal amount
thereof or premium, if any, thereon, or reduce any amount payable
on redemption thereof, alter the obligation of the Company to
redeem the Notes at the option of the holders upon the occurrence
of a Change of Control or impair or affect the right of any
Noteholder to institute suit for the payment thereof, or make the
principal thereof or interest or premium, if any, thereon payable
in any coin or currency other than that provided in the Notes or
impair the right to convert the Notes into Common Stock subject
to the terms set forth in the Indenture, including Section 15.6
thereof, without the consent of the holder of each Note so
affected or (ii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all Notes then
outstanding. It is also provided in the Indenture that, prior to
any declaration accelerating the maturity of the Notes, the
holders of a majority in aggregate principal amount of the Notes
at the time outstanding may on behalf of the holders of all of
the Notes waive any past default or Event of Default under the
Indenture and its consequences except a default in the payment of
interest or any premium on or the principal of any of the Notes,
a failure by the Company to convert any Notes into Common Stock
of the Company or a default in respect of a covenant or provision
of the Indenture which under Article XI thereof cannot be
modified or amended without the consent of the holders of all
Notes then outstanding. Any such consent or waiver by the holder
of this Regulation S Global Note (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such holder
and upon all future holders and owners of this Regulation S
Global Note and any Notes which may be issued in exchange or
substitution hereof, irrespective of whether or not any notation
thereof is made upon this Regulation S Global Note or such other
Notes.
No reference herein to the Indenture and no provision
of this Regulation S Global Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any premium and
interest on this Regulation S Global Note at the place, at the
respective times, at the rate and in the coin or currency herein
prescribed.
Interest on the Notes shall be computed on the basis of
a year of twelve 30-day months.
The Notes are issuable in registered form without
coupons in denominations of $1,000 principal amount and integral
multiples thereof. At the office or agency of the Company
referred to on the face hereof, and in the manner and subject to
the limitations provided in the Indenture, without payment of any
service charge but with payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in
connection with any registration or exchange of Notes, Notes may
be exchanged for a like aggregate principal amount of Notes of
other authorized denominations.
The Notes will not be redeemable at the option of the
Company prior to November 2, 1998. On or after such date and
prior to maturity the Notes may be redeemed at the option of the
Company as a whole, or from time to time in part, upon mailing a
notice of such redemption not less than 30 nor more than 60 days
before the date fixed for redemption to the holders of Notes at
their last registered addresses, all as provided in the
Indenture, at the following optional redemption prices (expressed
as percentages of the principal amount), together in each case
with accrued interest to the date fixed for redemption.
If redeemed during the 12-month period beginning:
Date Percentage
November 2, 1998 102.2%
November 1, 1999 101.1%
and 100% at November 1, 2000; provided that if the date fixed for
redemption is a May 1 or November 1, then the interest payable on
such date shall be paid to the holder of record on the next
preceding April 15 or October 15, respectively.
If a Change of Control (as defined in the Indenture)
shall occur at any time, then each holder of Notes shall have the
right to require that the Company purchase such holder's Notes in
whole or in part in integral multiples of $1,000, at a purchase
price in cash in an amount equal to 101% of the principal amount
of such Notes, plus accrued and unpaid interest, if any, to the
repurchase date pursuant to an offer to be made by the Company
and in accordance with the procedures set forth in the Indenture.
Subject to the provisions of the Indenture, the holder
hereof has the right, at its option, at any time after 60 days
following the latest date of original issuance of the Notes and
prior to the close of business on November 1, 2000, or, as to all
or any portion hereof called for redemption, prior to the close
of business on the Business Day next preceding the date fixed for
redemption (unless the Company shall default in payment due upon
redemption thereof), to convert the principal hereof or any
portion of such principal which is $1,000 or an integral multiple
thereof, into that number of fully paid and non-assessable shares
of Company's Common Stock, as said shares shall be constituted at
the date of conversion, obtained by dividing the principal amount
of this Regulation S Global Note or portion thereof to be
converted by the conversion price of $53.00 or such conversion
price as adjusted from time to time as provided in the Indenture,
upon surrender of this Regulation S Global Note, together with a
conversion notice as provided in the Indenture, to the Company at
the office or agency of the Company maintained for that purpose
in the Borough of Manhattan, The City of New York, or at the
option of such holder, the Corporate Trust Office of the Trustee,
and, unless the shares issuable on conversion are to be issued in
the same name as this Regulation S Global Note, duly endorsed by,
or accompanied by instruments of transfer in form satisfactory to
the Company duly executed by, the holder or by his duly
authorized attorney. No adjustment in respect of interest or
dividends will be made upon any conversion; provided, however,
that if this Regulation S Global Note shall be surrendered for
conversion during the period from the close of business on any
record date for the payment of interest through the close of
business on the Business Day next preceding the following
interest payment date, this Regulation S Global Note (unless it
or the portion being converted shall have been called for
redemption on a date in such period) must be accompanied by an
amount, in funds acceptable to the Company, equal to the interest
payable on such interest payment date on the principal amount
being converted. No fractional shares will be issued upon any
conversion, but an adjustment in cash will be made, as provided
in the Indenture, in respect of any fraction of a share which
would otherwise be issuable upon the surrender of any Note or
Notes for conversion.
Any Notes called for redemption, unless surrendered for
conversion on or before the close of business on the date fixed
for redemption, may be deemed to be purchased from the holder of
such Notes at an amount equal to the applicable redemption price,
together with accrued interest to the date fixed for redemption,
by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Notes from the holders
thereof and convert them into Common Stock of the Company and to
make payment for such Notes as aforesaid to the Trustee in trust
for such holders.
Upon due presentment for registration of transfer of
this Regulation S Global Note at the office or agency of the
Company in the Borough of Manhattan, The City of New York, or at
the option of the holder of this Regulation S Global Note, at the
Corporate Trust Office of the Trustee, a new Note or Notes of
authorized denominations for an equal aggregate principal amount
will be issued to the transferee in exchange thereof, subject to
the limitations provided in the Indenture, without charge except
for any tax or other governmental charge imposed in connection
therewith.
The Company, the Trustee, any authenticating agent, any
paying agent, any conversion agent and any Note registrar may
deem and treat the registered holder hereof as the absolute owner
of this Regulation S Global Note (whether or not this Regulation
S Global Note shall be overdue and notwithstanding any notation
of ownership or other writing hereon made by anyone other than
the Company or any Note registrar), for the purpose of receiving
payment hereof, or on account hereof, for the conversion hereof
and for all other purposes, and neither the Company nor the
Trustee nor any other authenticating agent nor any paying agent
nor any other conversion agent nor any Note registrar shall be
affected by any notice to the contrary. All payments made to or
upon the order of such registered holder shall, to the extent of
the sum or sums paid, satisfy and discharge liability for monies
payable on this Regulation S Global Note.
No recourse for the payment of the principal of or any
premium or interest on this Regulation S Global Note, or for any
claim based hereon or otherwise in respect hereof, and no
recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental
thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any Successor Company,
either directly or through the Company or any Successor Company,
whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and
released.
Terms used in this Regulation S Global Note and defined
in the Indenture are used herein as therein defined.
ABBREVIATIONS
The following abbreviations, when used in the
inscription of the face of this Regulation S Global Note, shall
be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______________
Custodian (Cust)
TEN ENT - as tenants by the __________________ under
entireties (Minor)
JT TEN - as joint tenants with
right of survivorship Uniform Gifts to
and not as tenants in Minors Act ________________________
common (State)
Additional abbreviations may also be used
though not in the above list.
[FORM OF CONVERSION NOTICE)
CONVERSION NOTICE
To: SoftKey International Inc.
The undersigned registered owner of this Regulation S Global
Note hereby irrevocably exercises the option to convert this Regulation
S Global Note, or the portion hereof (which is $1,000 principal amount
or an integral multiple thereof) below designated, into shares of Common
Stock in accordance with the terms of the Indenture referred to in this
Regulation S Global Note, and directs that the shares issuable and
deliverable upon such conversion, together with any check in payment for
fractional shares and any Notes representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof
unless a different name has been indicated below. If shares or any
portion of this Regulation S Global Note not converted are to be issued
in the name of a person other than the undersigned, the undersigned will
check the appropriate box below and pay all transfer taxes payable with
respect thereto. Any amount required to be paid to the undersigned on
account of interest accompanies this Regulation S Global Note.
Dated: ________________________
_____________________________________
_____________________________________
Signature(s)
Signature(s) must be guaranteed by an eligible Guarantor Institution
(banks, stock brokers, savings and loan associations and credit unions)
with membership in an approved signature guarantee medallion program
pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of
Common Stock are to be issued, or Notes to be delivered, other than to
and in the name of the registered holder.
_________________________________________
Signature Guarantee
Fill in for registration of shares if to be issued, and Notes if to be
delivered, other than to and in the name of the registered holder:
_______________________________________
(Name)
_______________________________________
(▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
_______________________________________
(City, State and Zip Code)
Please print name and address
Principal amount to be converted
(if less than all) $____________
________________________________
[FORM OF OPTION TO ELECT REPAYMENT
UPON A CHANGE OF CONTROL]
To: SoftKey International Inc.
The undersigned registered owner of this Regulation S
Global Note hereby irrevocably acknowledges receipt of a notice
from SoftKey International Inc. (the "Company") as to the
occurrence of a Change of Control with respect to the Company and
requests and instructs the Company to repay the entire principal
amount of this Regulation S Global Note, or the portion thereof
(which is $1,000 principal amount or an integral multiple
thereof) below designated, in accordance with the terms of the
Indenture referred to in this Regulation S Global Note, together
with accrued interest to such date, to the registered holder
hereof.
Dated:_______________
Signature(s)
Social Security or Other Taxpayer
Identification Number
Principal amount to be repaid (if less
than all): $________________________
(FORM OF ASSIGNMENT)
For value received hereby
sell(s), assign(s) and transfer(s) unto
(please insert social security or other identifying number of
assignee) the within Note, and hereby irrevocably constitutes and
appoints attorney to transfer
the said Note on the books of the Company, with full power of
substitution in the premises.
In connection with any transfer of the within Note (or
any issuance of shares of Common Stock upon conversion of the
within Note) occurring prior to the third anniversary of the date
of original issuance of such Note, the undersigned confirms that
such Note (or shares of Common Stock, as the case may be) are
being transferred:
( ) To SoftKey International Inc. or a subsidiary thereof;
or
( ) Pursuant to and in compliance with Rule 144A under the
Securities Act of 1933, as amended; or
( ) To an Institutional Accredited Investor pursuant to and
in compliance with the Securities Act of 1933, as
amended; or
( ) Pursuant to and in compliance with Regulation S under
the Securities Act of 1933, as amended; or
( ) Pursuant to and in compliance with Rule 144 under the
Securities Act of 1933, as amended.
Unless one of the boxes above is checked, the Trustee
will refuse to register any of the within Notes (or such shares
of Common Stock, as the case may be) in the name of any person
other than the registered holder thereof (or hereof); provided,
however, that the Trustee may, in its sole discretion, register
the transfer of such Notes (or such shares of Common Stock, as
the case may be) if it has received such certifications, legal
opinions and/or other information as the Company has reasonably
requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, as
amended.
In addition, if the transferee is an institutional
accredited investor or a purchaser who is not a U.S. person, the
holder must furnish to the Trustee (i) in the case of an
institutional accredited investor, a signed letter containing
certain representations and agreements relating to the
restrictions on transfer of the security evidenced hereby, and
(ii) such other certifications, legal opinions or other
information as it may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act of 1933, as amended.
Dated: __________________________
_________________________________
_________________________________
Signature(s)
Signature(s) must be guaranteed
by an eligible Guarantor Institution
(banks, stock brokers, savings and loan
associations and credit unions) with
membership in an approved signature
guarantee medallion program pursuant to
Securities and Exchange Commission Rule
17Ad-15.
______________________________________
Signature Guarantee
NOTICE: The signature on the conversion notice, the option to
elect payment upon a Change of Control or the assignment must
correspond with the name as written upon the face of the Note in
every particular without alteration or enlargement or any change
whatever.
SCHEDULE A
SCHEDULE OF EXCHANGES
The initial principal amount of this Regulation S
Global Note is U.S.$ _____________. The following additions to
principal, redemptions, exchanges of a part of this Regulation S
Global Note for an interest in the Restricted Global Note,
definitive Note and conversions into Common Shares have been
made:
Principal
Amount
Redeemed,
Principal Exchanged for
Amount Added Interest in
on the
Exchange of Restricted Remaining
Date of Interest in Global Note Principal
Addition to the or Definitive Amount
Principal, Restricted Notes or Outstanding Notation
Redemption, Global Note Converted Following Made by or
Exchange or or Definitive into Common such on behalf of
Conversion Note Shares Transaction the Trustee
EXHIBIT D
FORM OF TRANSFER CERTIFICATE
FOR TRANSFER FROM RESTRICTED GLOBAL
NOTE TO REGULATION S GLOBAL NOTE
(Transfers pursuant to SECTION 2.5(c)
of the Indenture)
State Street Bank and Trust Company,
as Trustee
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department
Re: SoftKey International Inc.
51/2% Senior Convertible
Notes Due 2000 (the "Notes")
Reference is hereby made to the Indenture dated as of October 16,
1995 (as supplemented from time to time, the "Indenture") between SoftKey
International Inc. and State Street Bank and Trust Company, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given
them in the Indenture.
This letter relates to U.S.$_________ (being U.S.$1,000 and any
integral multiple of U.S.$1,000 in excess thereof) principal amount of
Notes beneficially held through interests in the Restricted Global Note
(CUSIP No. ▇▇▇▇▇▇▇▇▇) with DTC in the name of ________(the "Transferor")
account no. . The Transferor hereby requests that on [INSERT DATE]
such beneficial interest in the Restricted Global Note be transferred or
exchanged for an interest in the Regulation S Global Note (CUSIP (CINS) No.
▇▇▇▇▇▇▇▇▇) in the same principal denomination and transfer to (account no.
________). If this is a partial transfer, a minimum amount of U.S.$1,000
and any integral multiple of U.S.$1,000 in excess thereof of the Restricted
Global Note will remain outstanding.
In connection with such request and in respect of such Notes, the
Transferor does hereby certify that such transfer has been effected in
accordance with the transfer restrictions set forth in the Indenture and
the Notes and pursuant to and in accordance with Rule 903 or 904 of
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"), and accordingly, the Transferor further certifies that:
(A) (1) the offer of the Notes was not made to a person in the
United States;
(2) either (a) at the time the buy order was originated, the
transferee was outside the United States or we and any person acting
on our behalf reasonably believed that the transferee was outside the
United States or (b) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither
the Transferor nor any person acting on our behalf knows that the
transaction was prearranged with a buyer in the United States;
(3) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or 904(b) of
Regulation S, as applicable; and
(4) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act.
OR
(B) Such transfer is being made in accordance with Rule 144A
under the Securities Act.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Company. Terms used in this
certificate and not otherwise defined in the Indenture have the meaning set
forth in Regulation S under the Securities Act.
Dated: ___________,________________
[Name of Transferor]
By: _________________________
Name:
Title:
Telephone No.:
Signatures must be ▇▇▇▇▇▇-
▇▇▇▇ by an "eligible guar-
antor institution" meeting
the requirements of the
transfer agent, which
requirements include mem-
bership or participation
in STAMP or such other
"signature guarantee pro-
gram" as may be determined
by the transfer agent in
addition to, or in substi-
tution for, STAMP, all in
accordance with the Secu-
rities Exchange Act of
1934, as amended.
______________________________
Signature Guarantee
Please print name and address (including zip code number)
cc: SoftKey International Inc.
EXHIBIT E
FORM OF TRANSFER CERTIFICATE
FOR TRANSFER FROM REGULATION S GLOBAL
NOTE TO RESTRICTED GLOBAL NOTE
PRIOR TO EXPIRATION OF RESTRICTED PERIOD
(Transfers pursuant to SECTION 2.5(c)
of the Indenture)
State Street Bank and Trust Company
as Trustee
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust Department
Re: SoftKey International Inc.
51/2% Senior Convertible
Notes Due 2000 (the "Notes")
Reference is hereby made to the Indenture dated as of October 16,
1995 (as supplemented from time to time, the "Indenture") between SoftKey
International Inc. and State Street Bank and Trust Company, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given
them in the Indenture.
This letter relates to U.S.$__________ (being U.S.$1,000 and any
integral multiple of U.S.$1,000 in excess thereof) principal amount of
Notes beneficially held through interests in the Regulation S Global Note
(CUSIP (CINS) No. ▇▇▇▇▇▇▇▇▇) with [Euroclear] [CEDEL] (Common Code No.
________) through the Depositary in the name of _______________ (the
"Transferor") [Euroclear] [CEDEL] account no. . The Transferor
hereby requests that on [INSERT DATE] such beneficial interest in the
Regulation S Global Note be transferred or exchanged for an interest in the
Restricted Global Note (CUSIP No. ▇▇▇▇▇▇▇▇▇) in the same principal
denomination and transferred to ______________ (the Depositary account no.
________). If this is a partial transfer, a minimum of U.S.$1,000 and any
integral multiple of U.S.$1,000 in excess thereof of the Regulation S
Global Note will remain outstanding.
In connection with such request, and in respect of such Notes,
the Transferor does hereby certify that such Notes are being transferred in
accordance with Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), to a transferee that the Transferor reasonably believes
is purchasing the Notes for its own account or an account with respect to
which the transferee exercises sole investment discretion and the
transferee and any such account is a "qualified institutional buyer" within
the meaning of Rule 144A, in each case in a transaction meeting the
requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other jurisdiction.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.
Dated: ___________,___________
[Name of Transferor]
By: ________________________
Name:
Title:
Telephone No.:
Signatures must be ▇▇▇▇▇▇-
▇▇▇▇ by an "eligible guar-
antor institution" meeting
the requirements of the
transfer agent, which
requirements include mem-
bership or participation
in STAMP or such other
"signature guarantee pro-
gram" as may be determined
by the transfer agent in
addition to, or in substi-
tution for, STAMP, all in
accordance with the Secu-
rities Exchange Act of
1934, as amended.
______________________________
Signature Guarantee
Please print name and address (including zip code number)
cc: SoftKey International Inc.
ARTICLE II.
MISCELLANEOUS
SECTION 2.1. Except to the extent specifically
provided therein, no provision of this First Supplemental
Indenture or any future supplemental indenture is intended to
modify, and the parties do hereby adopt and confirm, the
provisions of Section 318(c) of the Trust Indenture Act of 1939,
as amended, which amend and supersede provisions of the
Indenture, as amended by this First Supplemental Indenture.
SECTION 2.2. Nothing in this First Supplemental
Indenture is intended to or shall provide any rights to any
parties other than those expressly contemplated by this First
Supplemental Indenture.
SECTION 2.3. Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Indenture.
SECTION 2.4. This First Supplemental Indenture shall
be deemed to be a contract made under the substantive laws of New
York and for all purposes shall be construed in accordance with
the substantive laws of New York.
SECTION 2.5. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall together
constitute but one and the same instrument.
SECTION 2.6. Except as expressly modified hereby, all
the provisions of the Indenture are and shall continue to be in
full force and effect. Each reference in the Indenture to "this
Indenture", "hereunder", "hereof" and words of like import
referring to the Indenture and each reference in any other
transaction document relating to the Indenture shall mean the
Indenture as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested
all as of the day and year first above written.
SOFTKEY INTERNATIONAL INC.
By__________________________
Name:
Title:
Attest:
________________________
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By__________________________
Name:
Title:
Attest:
________________________
STATE OF MASSACHUSETTS )
: ss.:
COUNTY OF SUFFOLK )
On this ____ day of November, 1995, before me, the
undersigned officer, personally appeared _________________, who
acknowledged himself to be the ________________ of STATE STREET
BANK AND TRUST COMPANY, a Massachusetts corporation, and that he
as such officer, being authorized to do so, executed the
foregoing instrument for the purposes therein contained by
signing the name of the corporation by himself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
____________________________
Notary Public
[SEAL]
STATE OF MASSACHUSETTS )
: ss.:
COUNTY OF MIDDLESEX )
On this ____ day of November, 1995, before me, the
undersigned officer, personally appeared ______________, who
acknowledged himself to be the _________________ of SOFTKEY
INTERNATIONAL INC., a Delaware corporation, and that he as such
officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name
of the corporation by himself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
____________________________
Notary Public
[SEAL]