Third Amendment to Declaration of Subscription Rights between SkillSoft Public Limited Company and Rights Holders

Summary

This amendment, dated November 29, 2005, modifies the Declaration of Subscription Rights originally established by SkillSoft Public Limited Company. The amendment changes the final expiration date of the subscription rights from October 4, 2008, to November 30, 2005, effectively terminating the rights plan earlier than previously scheduled. The document also updates all related references to the new expiration date. The amendment is executed by the company's President and CEO.

EX-4.1 2 b580108kexv4w1.txt EX-4.1 THIRD AMENDMENT DATED NOVEMBER 29, 2005 Exhibit 4.1 THIRD AMENDMENT TO DECLARATION OF SUBSCRIPTION RIGHTS THIS THIRD AMENDMENT, dated as of November 29, 2005, is made to the Declaration of Subscription Rights, dated as of October 4, 1998 (the "Rights Plan") of SkillSoft Public Limited Company (formerly named SmartForce Public Limited Company) (the "Company"). WHEREAS, pursuant to Section 18 of the Rights Plan, the Company may from time to time supplement or amend the Rights Plan in accordance with the provisions of Section 18 thereof; and WHEREAS, the Board of Directors has determined that it is desirable to terminate the Rights Plan; and NOW, THEREFORE, the Company hereby amends the Rights Plan as follows: 1. Section 1(p) of the Rights Plan is hereby modified and amended to read in its entirety as follows: "`Final Expiration Date' shall mean November 30, 2005." 2. All references in the form of Subscription Rights Certificate attached to the Rights Plan as Exhibit A and the Summary of Declaration of Subscription Rights attached to the Rights Agreement as Exhibit B to "October 4, 2008" are hereby changed to "November 30, 2005". Executed as of the date set forth above. /s/ Charles E. Moran ---------------------------------- Charles E. Moran, President and Chief Executive Officer and Director