EXECUTION COPY
AMENDMENT NO. 3, dated as of May 30, 2002 (this
"Amendment"), in respect of the Credit Agreement dated as of
July 16, 1999, as amended and restated as of July 17, 2000 (as
heretofore amended, the "Credit Agreement" and, as amended by
this Amendment, the "Amended Credit Agreement"), among
Gartner, Inc. (the "Borrower"), the Lenders party thereto and
JPMorgan Chase Bank, as Administrative Agent (in such
capacity, the "Administrative Agent").
The Borrower has requested that the Credit Agreement be amended to
effect the amendments set forth below, and the parties hereto are willing so to
amend the Credit Agreement. Each Capitalized term used but not defined herein
has the meaning assigned thereto in the Amended Credit Agreement.
In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto hereby agree, on the terms and
subject to the conditions set forth herein, as follows:
SECTION 1. Amendments. Upon the effectiveness of this Amendment as
provided in Section 3 below, the Credit Agreement shall be amended as follows:
(a) Section 6.01(f) (A) of the Credit Agreement is hereby
amended by replacing the amount "$10 million" therein with the amount
"$15 million".
(b) Section 6.05 of the Credit Agreement is hereby amended by
deleting "and" from the end of clause (c) thereof, replacing the period
at the end of clause (d) thereof with "; and", and inserting the
following clause at the end thereof:
"(e) the sale by the Borrower of its ownership
interest in the SI Venture Fund."
(c) Section 6.08 of the Credit Agreement is hereby amended by
replacing the phrase "after the Initial Effective Date does not exceed
$50 million" in clause (vii) therein with the phrase "after May 29,
2002 does not exceed $50 million".
SECTION 2. Representations and Warranties. The Borrower represents and
warrants as of the date hereof to each of the Lenders that:
(a) Before and after giving effect to this Amendment, the
representations and warranties set forth in the Credit Agreement and the other
Loan Documents are true and correct in all material respects with the same
effect as if made on the date hereof, except to the extent such representations
and warranties expressly relate to an earlier date.
(b) Immediately before and after giving effect to this Amendment, no
Event of Default or Default has occurred and is continuing.
SECTION 3. Conditions to Effectiveness. The amendments set forth in
Section 1 of this Amendment shall become effective, as of the date hereof, on
the date (the "Amendment Closing Date") on which the Administrative Agent shall
have received (a) counterparts of this Amendment that, when taken together, bear
the signatures of the Borrower, the Administrative Agent, the Subsidiary Loan
Parties and the Required Lenders, (b) an amendment fee, for distribution to each
Lender that has returned a signed counterpart of this Amendment to the
Administrative Agent or its counsel by 5:00 p.m. New York City time on May 30,
2002, equal to 0.125% of the aggregate Commitments of each such signing Lender
and (c) payment of all fees and expenses (to the extent invoiced prior to the
Amendment Closing Date) payable to JPMorgan Chase Bank and X.X. Xxxxxx
Securities Inc. in connection with this Amendment. The provisions of Section 1
shall terminate and cease to be of any force or effect if the Amendment Closing
Date shall not have occurred on or prior to June 5, 2002.
SECTION 4. Agreement Except as specifically stated herein, the
provisions of the Credit Agreement are and shall remain in full force and
effect. As used therein, the terms "Credit Agreement", "herein", "hereunder",
"hereinafter", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Amended Credit Agreement. The
Subsidiary Loan Parties are executing this Amendment to confirm that their
obligations under the Guarantee Agreement, the Pledge Agreement and the
Indemnity, Subrogation and Contribution Agreement remain in full force and
effect with respect to the Amended Credit Agreement and all references in the
Guarantee Agreement, the Pledge Agreement and the Indemnity, Subrogation and
Contribution Agreement to the Credit
Agreement shall hereafter be deemed to refer to the Amended Credit Agreement.
SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract.
SECTION 7. Expenses. The Borrower agrees to reimburse the
Administrative Agent for all reasonable out-of-pocket expenses incurred by it in
connection with this Amendment, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Xxxxx, counsel for the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers
as of the day and year first written above.
GARTNER, INC.,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Assistant Secretary
COMPUTER AND COMMUNICATION
INFORMATION GROUP, INC.,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Secretary
DATAQUEST INCORPORATED,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Secretary
GARTNER (KOREA) INC.,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Secretary
DECISION DRIVERS, INC,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Secretary
GARTNER FUND I, INC.,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Assistant Secretary
GARTNER ENTERPRISES LTD.,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Secretary
GARTNER SHAREHOLDINGS INC.,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Secretary
G.G. GLOBAL HOLDINGS, INC.,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Assistant Secretary
G.G. CREDIT INC.,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Assistant Secretary
X.X. XXXX CORPORATION,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Assistant Secretary
XXXXXX-XXXXXXXX, INC.,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Assistant Secretary
THE RESEARCH BOARD, INC.,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Secretary
THE WARNER GROUP,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Secretary
VISION EVENTS INTERNATIONAL,
INC.,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Secretary
G.G. CANADA, INC.,
by /s/ XXXXX XXXX
------------------------------
Name: Xxxxx Xxxx
Title: Assistant Secretary
JPMORGAN CHASE BANK,
individually and as
Administrative Agent,
by /s/ T. XXXXX XXXXX
------------------------------
Name: T. Xxxxx Xxxxx
Title: Vice President
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
CREDIT SUISSE FIRST BOSTON
By /s/ XXXXXX XXXX
------------------------------------------
Name: XXXXXX XXXX
Title: DIRECTOR
By /s/ XXXX XXXXX
------------------------------------------
Name: XXXX XXXXX
Title: ASSOCIATE
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
Name of Institution
Fleet National Bank
--------------------------------------------
by /s/ XXXXXX X. XXXXXXX
------------------------------------------
Name: XXXXXX X. XXXXXXX
Title: VICE PRESIDENT
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
Name of Institution
The Bank of New York
--------------------------------------------
by /s/ XXXXXXX X. XXXXX
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 24, 2002
Name of Institution
Wachovia Bank, NA
--------------------------------------------
by /s/ XXXXXXXXX XXXXXXXXXXX
------------------------------------------
Name: Xxxxxxxxx Xxxxxxxxxxx
Title: Vice President
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
Name of Institution
IBM Credit Corporation
--------------------------------------------
by /s/ XXXXXX X. XXXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Manager of Credit
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
Name of Institution
[ILLEGIBLE]
--------------------------------------------
by /s/ XXXXXX XXXXXX
------------------------------------------
Name: Xxxxxx Xxxxxx
Title: Bank Officer
by /s/ XXXXXXXX XXXXX, 212
------------------------------------------
Name: XXXXXXXX XXXXX, 212
Title: SENIOR VICE PRESIDENT
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
Name of Institution
Bank One, NA (Main Office Chicago)
--------------------------------------------
by /s/ XXXXXXX XXXXXXXXX
------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Director
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
Name of Institution
COMERICA BANK
--------------------------------------------
by /s/ XXXX X. XXXXX
------------------------------------------
Name: Xxxx X. Xxxxx
Title: First Vice President
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
Name of Institution
MIZUHO CORPORATE BANK, Ltd.
--------------------------------------------
by /s/ XXXXXXX XXXXXXX
------------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: SVP
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
Name of Institution
SunTrust Bank
--------------------------------------------
by /s/ XXXXX X. XXXXXXXX
------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
by /s/ XXXXX X. XXXXXXXXX, XX.
------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
/s/ XXXXXXXXXXX X. XXXX
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxx
Title: Managing Director
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
Name of Institution
CITIZENS BANK OF MASSACHUSETTS
--------------------------------------------
by /s/ XXXXXXX X. XXXXXXX
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
Name of Institution
THE BANK OF NOVA SCOTIA
--------------------------------------------
by /s/ XXXX X. XXXXXX
------------------------------------------
Name: XXXX X. XXXXXX
Title: MANAGING DIRECTOR
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
Name of Institution
PEOPLE'S BANK
--------------------------------------------
by /s/ XXXXX X. XXXXXXXX
------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
Signature Page to GARTNER, INC.
Amendment No. 3 dated as of
May 30, 2002
Banco Espirito Santo S.A., Nassau Branch
By /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
By /s/ XXXXX X. XXXX
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
