FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 4.1
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
FIRST AMENDMENT, dated as of February 10, 2006 (this “Amendment”), to the Amended and
Restated Credit Agreement, dated as of June 29, 2005 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Gartner, Inc. (the
“Borrower”), the several lenders from time to time parties thereto (the “Lenders”),
Bank of America, N.A., as syndication agent, Citizens Bank of Massachusetts and LaSalle Bank
National Association, as documentation agents, and JPMorgan Chase Bank, N.A., as administrative
agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to the Credit
Agreement;
WHEREAS, the Borrower has requested that the Lenders make certain amendments to the Credit
Agreement as set forth herein; and
WHEREAS, the Lenders are willing to agree to the requested amendments;
NOW THEREFORE, in consideration of the premises herein contained and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement.
2. Amendment of Section 1.1 (Definitions).
(a) Section 1.1 is hereby amended by deleting the definition of “Consolidated Fixed Charges”
and inserting in lieu thereof the following (additions to substitute definition are indicated by
language that is bold with an underline):
“Consolidated Fixed Charges”: for any period, the sum (without duplication) of (a)
Consolidated Interest Expense for such period, (b) scheduled payments made during such period on
account of principal of Indebtedness of the Borrower or any of its Subsidiaries (including
scheduled principal payments in respect of the Term Loans) and (c) the aggregate amount of
Restricted Payments made pursuant to 7.6(d) during such period (other than Designated Restricted
Payments and 2006 Stock Repurchases made during such period).
(b) Section 1.1 is hereby amended by deleting the definition of “Designated Restricted
Payment” and inserting in lieu thereof the following (additions to substitute definition are
indicated by language that is bold with an underline):
“Designated Restricted Payment”: any Restricted Payment (except any 2006 Stock
Repurchase) made pursuant to Section 7.6(d), provided that (a) the Borrower gives
notice to the Administrative Agent at or prior to the time of such Restricted Payment designating
such
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Restricted Payment as a “Designated Restricted Payment”, (b) after giving effect to such
Restricted Payment, the aggregate amount of unrestricted cash and Cash Equivalents on hand of the
Borrower and its Subsidiaries is at least $100,000,000 and (c) after giving effect to such
Restricted Payment, the aggregate amount of the Designated Restricted Payments since the date
hereof is not more than $50,000,000.
(c) Section 1.1 is hereby amended by deleting the definition of “L/C Commitment” and inserting
in lieu thereof the following (additions to substitute definition are indicated by language that is
bold with an underline):
“L/C Commitment”: $15,000,000.
(d) Section 1.1 is hereby amended by deleting the definition of “L/C Obligations” and
inserting in lieu thereof the following (additions to substitute definition are indicated by
language that is bold with an underline):
“L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then
undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount
of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.
The L/C Obligations in respect of any Letter of Credit in a Designated Foreign Currency shall
be deemed for the purposes of calculating the Available Revolving Commitments and similar amounts
from time to time and commitment fees and Letter of Credit and fronting fees to be equal to the
Dollar Equivalent of the amount of such Designated Foreign Currency as at the date of issuance
thereof, and such Dollar Equivalent shall be thereafter re-calculated by the Issuing Lender from
time to time in its discretion (but no less often than quarterly); any such determination by the
Issuing Lender of any such Dollar Equivalent amount shall be conclusive and binding on the other
parties hereto in the absence of manifest error.
(e) The following definitions shall be added in the appropriate alphabetical order:
“Designated Foreign Currencies”: Australian dollars, Canadian dollars, Euros, Hong
Kong dollars, New Zealand dollars, Singapore dollars, Sterling, Swiss francs and Yen.
“Dollar Equivalent”: with respect to any amount in respect of any Letter of Credit
denominated in any Designated Foreign Currency, at any date of determination thereof, an amount in
Dollars equivalent to such amount calculated on the basis of the Spot Rate of Exchange.
“First Amendment”: the Amendment to the Credit Agreement dated as of February 10,
2006.
“First Amendment Effective Date”: as defined in the First Amendment.
“Spot Rate of Exchange”: with respect to any Designated Foreign Currency, at any date
of determination thereof, the spot rate of exchange in London that appears on the display page
applicable to such Designated Foreign Currency on the Telerate System (or such
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other page as may replace such page for the purpose of displaying the spot rate of exchange in
London); provided that if there shall at any time no longer exist such a page, the spot
rate of exchange shall be determined by reference to another similar rate publishing service
selected by the Administrative Agent and, if no such similar rate publishing service is available,
by reference to the published rate of the Administrative Agent in effect at such date for similar
commercial transactions.
“2006 Stock Repurchase”: a Restricted Payment made pursuant to Section 7.6(d) whereby
the Borrower purchases shares of its issued and outstanding common stock (including each of the
purchases by the Borrower of such shares in the fiscal quarter ended December 31, 2005);
provided that (a) the Borrower gives notice to the Administrative Agent within 45 days
after the end of the fiscal quarter during which such Restricted Payment is made (unless such
Restricted Payment was made prior to January 1, 2006, in which case the Borrower shall have given
notice to the Administrative Agent on or before February 28, 2006) designating such Restricted
Payment as a “2006 Stock Repurchase”, (b) such Restricted Payment is made during the 2006 Stock
Repurchase Period and (c) after giving effect to such Restricted Payment, the aggregate amount of
all 2006 Stock Repurchases during the 0000 Xxxxx Xxxxxxxxxx Period is not more than $30,000,000.
“2006 Stock Repurchase Period”: the five consecutive fiscal quarters ending December
31, 2006.
3. Amendment of Section 3.1 (L/C Commitment).
(a) Section 3.1 is hereby amended by deleting Section 3.1(a) and inserting in lieu thereof the
following (amendments are indicated by language that is bold with an underline):
L/C Commitment (a) Subject to the terms and conditions hereof, the Issuing Lender, in
reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to
issue letters of credit (“Letters of Credit”) for the account of the Borrower on any
Business Day during the Revolving Commitment Period in such form as may be approved from time to
time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to
issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would
exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would
be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or in any
Designated Foreign Currency and (ii) expire no later than the earlier of (x) the first
anniversary of its date of issuance and (y) the date that is five Business Days prior to the
Revolving Termination Date, provided that any Letter of Credit with a one-year term may
provide for the renewal thereof for additional one-year periods (which shall in no event extend
beyond the date referred to in clause (y) above).
4. Amendment of Section 3.3 (Fees and Other Charges).
(a) Section 3.3 is hereby amended by deleting Section 3.3(a) and inserting in lieu thereof the
following (amendments are indicated by language that is bold with an underline):
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Fees and Other Charges (a) The Borrower will pay a fee on all outstanding Letters of
Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar
Loans under the Revolving Facility, shared ratably among the Revolving Lenders and payable
quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower
shall pay to the Issuing Lender for its own account a fronting fee of 0.25% per annum on the
undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee
Payment Date after the issuance date. Such fees shall be payable in Dollars.
5. Amendment of Section 3.4 (L/C Participations).
(a) Section 3.4 is hereby amended by deleting Section 3.4(a) and inserting in lieu thereof the
following (amendments are indicated by language that is bold with an underline):
L/C Participations (a) The Issuing Lender irrevocably agrees to grant and hereby
grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each
L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the
Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account
and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing
Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of
each draft paid by the Issuing Lender thereunder. Each L/C Participant agrees with the Issuing
Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not
reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C
Participant shall pay to the Issuing Lender upon demand (which demand, in the case of any
demand made in respect of any draft under a Letter of Credit denominated in any Designated Foreign
Currency, shall not be made prior to the date that the amount of such draft shall be converted into
Dollars in accordance with section 3.5) at the Issuing Lender’s address for notices specified
herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft,
or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such
amount shall be absolute and unconditional and shall not be affected by any circumstance, including
(i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have
against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the
occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the
other conditions specified in Section 5, (iii) any adverse change in the condition (financial or
otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the
Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.
6. Amendment of Section 3.5 (Reimbursement Obligation of the Borrower).
(a) Section 3.5 is hereby amended by deleting Section 3.5 and inserting in lieu thereof the
following (amendments are indicated by language that is bold with an underline):
Reimbursement Obligation of the Borrower. If any draft is paid under any Letter of
Credit, the Borrower shall reimburse the Issuing Lender for the amount of (a) the draft so paid and
(b) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in
connection with such payment, not later than 12:00 Noon, New York City time, on (i) the
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Business Day that the Borrower receives notice of such draft, if such notice is received on
such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the
Business Day immediately following the day that the Borrower receives such notice. Each such
payment shall be made to the Issuing Lender at its address for notices referred to herein in
the currency in which such Letter of Credit is denominated (except that, in the case of any Letter
of Credit denominated in any Designated Foreign Currency, upon notice by the Issuing Lender to the
Borrower, such payment shall be made in Dollars from and after the date on which the amount of such
payment shall have been converted into Dollars at the Spot Rate of Exchange on such date of
conversion, which date of conversion may be any Business Day after the Business Day on which such
payment is due) and in immediately available funds. Any conversion by the Issuing Lender
of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign
Currency into Dollars in accordance with this section 3.5 shall be conclusive and binding upon the
other parties hereto in the absence of manifest error; provided that upon the request of the
Borrower, the Issuing Lender shall provide to the Borrower a certificate including reasonably
detailed information as to the calculation of such conversion. Interest shall be payable on
any such amounts from the date on which the relevant draft is paid until payment in full at the
rate set forth in (x) until the Business Day next succeeding the date of the relevant notice,
Section 2.12(b) and (y) thereafter, Section 2.12(c); provided that if any such amount is
denominated in a Designated Foreign Currency for any period, such interest shall be payable at the
rate charged by the Issuing Lender for reimbursement of overdue obligations in such Designated
Foreign Currency owing by account parties with similar credit profiles to that of the Borrower.
7. Amendment of Section 10.14 (Release of Guarantees).
(a) Section 10.14 is hereby amended by deleting Section 10.14(b) and inserting in lieu thereof
the following (amendments are indicated by language that is bold with an underline):
(b) At such time as the Loans, the Reimbursement Obligations and the other obligations under
the Loan Documents (including obligations under or in respect of Specified Swap
Agreements) shall have been paid in full, the Commitments have been terminated and no Letters of
Credit shall be outstanding, the Guarantee and all obligations (other than those expressly stated
to survive such termination) of the Administrative Agent and each Loan Party under the Guarantee
shall terminate, all without delivery of any instrument or performance of any act by any Person.
8. Amendment of Section 3.16 (Releases) of Guarantee. The Administrative Agent is
hereby authorized and instructed to enter into an amendment to the Guarantee substantially in the
form of Exhibit A to this Amendment (the “Guarantee Amendment”).
9. Representations and Warranties. On and as of the First Amendment Effective Date,
the Borrower hereby confirms, reaffirms and restates the representations set forth in Section 4 of
the Credit Agreement, except to the extent that such representations and warranties expressly
relate to a specific earlier date in which case the Borrower hereby confirms, reaffirms and
restates such representations and warranties as of such earlier date.
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10. Conditions to Effectiveness. This Amendment shall become effective upon the
satisfaction of the following conditions (the effective date of this Amendment, the “First
Amendment Effective Date”):
(a) The Administrative Agent shall have received counterparts of this Amendment executed by
the Borrower, the Administrative Agent and the Required Lenders as of the date hereof and
counterparts of the Guarantee Amendment executed by the Subsidiary Guarantors as of the date
hereof.
(b) The Administrative Agent shall have received counterparts of the Acknowledgement and
Consent attached hereto, executed and delivered by an authorized officer of each Loan Party party
thereto.
(c) The Administrative Agent, the Lenders, X.X. Xxxxxx Securities Inc. and counsel to the
Administrative Agent and X.X. Xxxxxx Securities Inc. shall have received all fees required to be
paid, and all expenses for which invoices have been presented, on or before the First Amendment
Effective Date.
(d) Each of the representations and warranties made by the Borrower in or pursuant to this
Amendment shall be true and correct in all material respects on and as of the First Amendment
Effective Date, as if made on and as of such date unless such representation relates solely to an
earlier date, in which case such representation shall be true and correct as of such date.
(e) No Default or Event of Default shall have occurred and be continuing on the First
Amendment Effective Date or after giving effect to any Revolving Extensions of Credit requested to
be made on such date.
11. Continuing Effect; No Other Amendments. Except as expressly amended hereby, all
of the terms and provisions of the Credit Agreement are and shall remain in full force and effect.
The amendments provided for herein are limited to the specific sections of the Credit Agreement
specified herein and shall not constitute and amendment of, or an indication of the Lenders’
willingness to amend, any other provisions of the Credit Agreement or the same sections for any
other date or purpose.
12. Fees and Expenses. The Borrower agrees to pay and reimburse each Lender for all
its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and
delivery of this Amendment, including, without limitation, the reasonable fees and disbursements of
counsel to such Lender.
13. Counterparts. This Amendment may be executed in any number of counterparts by the
parties hereto, each of which counterparts when so executed shall be an original, but all of the
counterparts shall together constitute one and the same instrument. Any such counterpart may be
delivered by facsimile or by “pdf” in an e-mail transmission.
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14. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their respective duly authorized officers as of the date first above written.
GARTNER, INC. |
||||
By: | ||||
Name | ||||
Title: | ||||
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender |
||||
By: | ||||
Name | ||||
Title: |
BANK OF AMERICA, as Syndication Agent and as a Lender |
||||
By: | ||||
Name | ||||
Title: |
CITIZENS BANK OF MASSACHUSETTS, as Documentation Agent and as a Lender |
||||
By: | ||||
Name | ||||
Title: |
LASALLE BANK NATIONAL ASSOCIATION, as Documentation Agent and as a Lender |
||||
By: | ||||
Name | ||||
Title: |
CITIBANK F.S.B., as a Lender |
||||
By: | ||||
Name | ||||
Title: |
KEYBANK NATIONAL ASSOCIATION, as a Lender |
||||
By: | ||||
Name | ||||
Title: |
WACHOVIA BANK, N.A., as a Lender |
||||
By: | ||||
Name | ||||
Title: |
HSBC BANK USA, N.A., as a Lender |
||||
By: | ||||
Name | ||||
Title: |
MIZUHO CORPORATE BANK LTD., as a Lender |
||||
By: | ||||
Name | ||||
Title: | ||||
SUMITOMO MITSUI BANKING | ||||||
CORPORATION, as a Lender | ||||||
By: | ||||||
Title: |
CREDIT SUISSE, Cayman Islands Branch (formerly known | ||||||
as Credit Suisse First Boston acting through its | ||||||
Cayman Islands Branch), as a Lender | ||||||
By: | ||||||
Title: | ||||||
By: | ||||||
Title: |
DEUTSCHE BANK AG, New York Branch, as a Lender | ||||||
By: | ||||||
Title: | ||||||
By: | ||||||
Title: |
UFJ BANK LIMITED, as a Lender | ||||||
By: | ||||||
Title: |
XXXXXXX BANK, NATIONAL ASSOCIATION, as a Lender | ||||||
By: | ||||||
Title: |
THE BANK OF NOVA SCOTIA, as a Lender | ||||||
By: | ||||||
Title: |
SCOTIABANC INC., as a Lender | ||||||
By: | ||||||
Title: |
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned as a guarantor under that certain Subsidiary Guarantee, dated as of
June 29, 2005 (as amended from time to time, the “Guarantee”), made by each of such persons
in favor of the Lenders confirms and agrees that, after giving effect to the Amendment to which
this Acknowledgment and Consent is attached, the Guarantee is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects and the Guarantee does, and
shall continue to, secure the payment of all of the Obligations (as defined in the Guarantee)
pursuant to the terms of the Guarantee. Capitalized terms not otherwise defined herein shall have
the meanings assigned to them referred to in the Amendment to which this Acknowledgment and Consent
is attached.
DATAQUEST, INC. | ||||||
By: | ||||||
Title: Treasurer |
THE WARNER GROUP | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
COMPUTER FINANCIAL CONSULTANTS, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
DECISION DRIVERS, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
G.G. CANADA, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
G.G. CREDIT, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
X.X. XXXX CORPORATION | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer |
GARTNER (CAMBRIDGE) HOLDINGS, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
GARTNER ENTERPRISES LTD. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
GARTNER FUND I, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
GARTNER FUND II, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
GARTNER INVESTMENTS I, LLC | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
GARTNER INVESTMENTS II, LLC | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer |
GARTNER (KOREA), INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
XXXXXX-XXXXXXXX, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
META GROUP, LLC | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
PEOPLE3, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
THE RESEARCH BOARD, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
VISION EVENTS INTERNATIONAL, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer |
COMPUTER & COMMUNICATIONS | ||||||
INFORMATION GROUP, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer |
EXHIBIT A
Form of First Amendment of Guarantee
FIRST AMENDMENT, dated as of February 10, 2006 (this “Amendment”), to the Subsidiary
Guarantee, dated as of June 29, 2005 (as amended, supplemented or otherwise modified from time to
time, the “Guarantee”), made by each of the signatories hereto (the “Guarantors”)
as subsidiaries of Gartner, Inc. (the “Borrower”) in favor of JPMorgan Chase Bank, N.A. as
Administrative Agent (“Administrative Agent”).
WITNESSETH:
WHEREAS, the Borrower, the Administrative Agent, Bank of America, N.A., as syndication agent,
Citizens Bank of Massachusetts and LaSalle Bank National Association, as documentation agents and
the several lenders from time to time parties thereto (the “Lenders”) are parties to that
certain Amended and Restated Credit Agreement, dated as of June 29, 2005 (the “Credit
Agreement”);
WHEREAS, the Borrower has requested that the Lenders make certain amendments to the Credit
Agreement (the “Credit Agreement Amendment”);
WHEREAS, the Guarantors have requested that the Administrative Agent make consequent
amendments to the Guarantee as set forth herein; and
WHEREAS, the Administrative Agent is willing to agree to the requested amendments;
NOW THEREFORE, in consideration of the premises herein contained and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the Guarantee and
used herein shall have the meanings given to them in the Guarantee.
2. Amendment of Section 3.16 (Releases).
(a) Section 3.16 is hereby amended by deleting Section 3.16 and inserting in lieu thereof the
following (amendments are indicated by language that is bold with an underline):
At such time as the Loans, the Reimbursement Obligations and the other Obligations
(including Obligations in respect of Specified Swap Agreements) shall have been paid in
full, the Commitments have been terminated and no Letters of Credit shall be outstanding, and this
Guarantee and all obligations (other than those expressly stated to survive such termination) of
the Administrative Agent and each Guarantor hereunder shall terminate, all without delivery of any
instrument or performance of any act by any party.
3. Conditions to Effectiveness. This Amendment shall become effective upon the
satisfaction of the following conditions (the effective date of this Amendment, the “First
Amendment Effective Date”):
(a) The Administrative Agent shall have received counterparts of this Amendment executed by
the Guarantors as of the date hereof and counterparts of the Credit Agreement Amendment executed by
the Borrower, the Administrative Agent and the Required Lenders as of the date hereof.
(b) The Administrative Agent shall have received counterparts of the Acknowledgement and
Consent attached hereto, executed and delivered by an authorized officer of the Administrative
Agent.
(c) The Administrative Agent and counsel to the Administrative Agent shall have received all
fees required to be paid, and all expenses for which invoices have been presented, on or before the
First Amendment Effective Date.
4. Continuing Effect; No Other Amendments. Except as expressly amended hereby, all of
the terms and provisions of the Guarantee are and shall remain in full force and effect. The
amendments provided for herein are limited to the specific sections of the Guarantee specified
herein and shall not constitute and amendment of, or an indication of the Guarantors’ willingness
to amend, any other provisions of the Guarantee or the same sections for any other date or purpose.
5. Fees and Expenses. The Guarantors agree to pay and reimburse the Administrative
Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the
preparation and delivery of this Amendment, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.
6. Counterparts. This Amendment may be executed in any number of counterparts by the
parties hereto, each of which counterparts when so executed shall be an original, but all of the
counterparts shall together constitute one and the same instrument. Any such counterpart may be
delivered by facsimile or by “pdf” in an e-mail transmission.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their respective duly authorized officers as of the date first above written.
COMPUTER & COMMUNICATIONS | ||||||
INFORMATION GROUP, INC. | ||||||
(dba Datapro Information Services) | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
COMPUTER FINANCIAL CONSULTANTS, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
DATAQUEST, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
DECISION DRIVERS, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
G.G. CANADA, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer |
G.G. CREDIT, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
X.X. XXXX CORPORATION | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
GARTNER (CAMBRIDGE) HOLDINGS, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
GARTNER (KOREA), INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
GARTNER ENTERPRISES LTD. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
GARTNER FUND I, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer |
GARTNER FUND II, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
GARTNER INVESTMENTS I, LLC | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
GARTNER INVESTMENTS II, LLC | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
XXXXXX-XXXXXXXX, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
META GROUP, LLC | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
PEOPLE3, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer |
THE RESEARCH BOARD, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
THE WARNER GROUP | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer | ||||||
VISION EVENTS INTERNATIONAL, INC. | ||||||
By: | ||||||
Name: Xxxx Xxxxxx | ||||||
Title: Treasurer |
ACKNOWLEDGMENT AND CONSENT
The undersigned as Administrative Agent under that certain Amended and Restated Credit
Agreement, dated as of June 29, 2005 (and as amended from time to time), among Gartner, Inc., the
several lenders from time to time parties thereto, Bank of America, N.A., as syndication agent,
Citizens Bank of Massachusetts and LaSalle Bank National Association, as documentation agents, and
the Administrative Agent confirms that it is authorized and instructed to enter into the Amendment
to which this Acknowledgment and Consent is attached.
JPMORGAN CHASE BANK, N.A., as | ||||||
Administrative Agent and as a Lender | ||||||
By: | ||||||
Name: | ||||||
Title: |