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AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
This AMENDMENT NO. 1 (this "Amendment") dated as of April 11,
2000 to the Rights Agreement dated as of February 10, 2000 (the "Rights
Agreement") by and between Gartner Group, Inc. a Delaware corporation (the
"Company") and Fleet National Bank (f/k/a Bank Boston, N.A., a national banking
association), as Rights Agent (the "Rights Agent").
RECITALS:
WHEREAS, the Company has entered into a Securities Purchase
Agreement dated as of March 21, 2000 (as such agreement may be amended,
supplemented or otherwise modified from time to time, the "Purchase Agreement")
with Silver Lake Partners, L.P. and certain related entities (the "Purchasers");
WHEREAS, pursuant to, and subject to the conditions set forth
in, the Purchase Agreement, the Company proposes to issue to the Purchasers
$300,000,000 of its 6% Convertible Junior Subordinated Promissory Notes due 2005
(the "Notes");
WHEREAS, subject to the terms and conditions set forth in the
Notes, after the third anniversary of the issuance of the Notes, the Notes (or
shares of preferred stock into which the Notes would convert under certain
circumstances) would be convertible into more than 20% of the outstanding shares
of the Company's Class A Common Stock par value $.0005 per share (the "Class A
Common Stock");
WHEREAS, the Purchasers have agreed that for so long as the
Purchasers' nominees to the Board of Directors of the Company (the "Board") are
elected to, and not removed from, the Board and such Purchasers hold Notes or
any other security issued upon conversion of the Notes, the Purchasers shall not
directly or indirectly acquire additional shares of Class A Common Stock or
Class B Common Stock par value $.0005 per share of the Company;
WHEREAS, the Board of Directors has approved the Purchase
Agreement and the transactions contemplated therein; and
WHEREAS, it is a condition precedent to the issuance and sale
of the Notes pursuant to the Purchase Agreement that the Company and the Rights
Agent shall have executed this Amendment.
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the Company and the Rights Agent hereby agree to amend the
Rights Agreement as follows:
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SECTION 1. Certain Definitions. Capitalized terms used herein
without definition are used herein as defined in the Rights Agreement.
SECTION 2. Amendment to the Rights Agreement. The definition
of "Acquiring Person" set forth in Section 1(a) of the Rights Agreement is
hereby amended by (i) replacing the "period" at the end of the third sentence
thereof with the following "; and" and (ii) adding a new clause (iii) to the end
thereof to read in full as follows:
"(iii) if after the date hereof any Person or any of such
Person's Affiliates or Associates, becomes the Beneficial
Owner of a Threshold Amount pursuant to (or as contemplated
by) an agreement that has been approved by the Board of
Directors of the Company prior to such Person becoming an
Acquiring Person, neither (i) such Person or any of such
Person's Affiliates or Associates nor (ii) any transferee of
such Person or such Person's Affiliates or Associates,
provided that in the case of this subclause (ii) such
transferee is not, either before or after giving effect to
each such transfer, the Beneficial Owner of (x) 25% or more of
the Class A Common Shares, (y) 20% or more of the Class B
Common Shares or (z) 20% or more of the Company's Common
Shares then outstanding, shall be or become an Acquiring
Person, as defined pursuant to the foregoing provisions of
this paragraph (a), unless and until such time as such Person
or such Person's Affiliates, Associates or transferees shall
become the Beneficial Owner of additional Common Shares (other
than pursuant to a dividend or distribution paid or made by
the Company on the outstanding Common Shares in Common Shares
or pursuant to a split or subdivision of the outstanding
Common Shares), unless, upon becoming the Beneficial Owner of
such additional Common Shares, such Person is not then the
Beneficial Owner of a Threshold Amount."
SECTION 3. Effect of Amendment. Except as otherwise amended
hereby, the Rights Agreement shall remain in full force and effect.
SECTION 4. Governing Law. This Amendment shall be deemed to be
a contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State;
provided, however, that all provisions regarding the rights, duties and
obligations of the Rights Agent shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be
performed entirely within such State.
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SECTION 5. Counterparts. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
SECTION 6. Descriptive Headings. Descriptive headings of the
several Sections of this Amendment are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to duly executed as of the day and year first above written.
GARTNER GROUP, INC.
By: __________________
Name:
Title:
FLEET NATIONAL BANK
(F/K/A BANK BOSTON, N.A.)
By: ____________________
Name:
Title:
