AGREEMENT OF APPOINTMENT AND JOINDER AND
AMENDMENT NO. 2 TO THE
AMENDED AND RESTATED RIGHTS AGREEMENT
This Agreement of Appointment and Joinder and Amendment No. 2 to the
Amended and Restated Rights Agreement dated as of August 31, 2002, by and
between Gartner, Inc., a Delaware corporation with offices at 56 Top Xxxxxxx
Road, Stamford, CT 06904 (the "Company") and Mellon Investor Services LLC
("Mellon"), as the same may be amended from time to time (the "Rights
Agreement"), is entered into as of September 1, 2006 by and between the Company
and American Stock Transfer & Trust Company, a New York banking corporation with
offices at 00 Xxxxxx Xxxx, Xxx Xxxx, XX 00000 ("AST").
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Rights Agreement.
Whereas, Mellon has resigned as Rights Agent effective the close of
business on August 31, 2006; and
Whereas, the Company is required by the terms of the Rights Agreement
to appoint a successor Rights Agent, and desires to appoint AST as successor
Rights Agent; and
Whereas, AST wishes to serve as successor Rights Agent; and
Whereas, the Company desires to further amend the Rights Agreement to
reduce the capital and surplus requirements for a successor Rights Agent to
amounts required to be maintained by AST under applicable provisions of the New
York Banking Law and to change the notice provisions.
Now, therefore, intending to be legally bound, and in consideration of
the foregoing and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and AST hereby agree as
follows:
1. Appointment of Successor Rights Agent: The Company hereby appoints AST
as successor Rights Agent under the Rights Agreement effective
September 1, 2006.
2. Joinder to Rights Agreement: AST hereby accepts such appointment and
agrees to serve as Rights Agent under the Rights Agreement effective
September 1, 2006, and to be bound by the terms of the Rights
Agreement as if it was an original signatory to such Agreement. All
references to Rights Agent contained in the Agreement shall mean AST.
3. Amendment to Section 21 of the Rights Agreement: The reference to "$50
million" contained in Section 21 of the Rights Agreement is hereby
deleted in its entirety and replaced with "$25 million."
4. Amendment to Section 26 of the Rights Agreement. All references to
Mellon Investor Services LLC contained in Section 26 of the Rights
Agreement are hereby deleted in their entirety and replaced with the
following:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Department
With a copy to:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
5. Except as expressly modified herein, the Rights Agreement shall remain
in full force and effect.
6. This Agreement may be executed in one or more counterparts, each of
which shall together constitute one and the same document.
[signatures follow]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of
Appointment and Joinder and Amendment No. 2 to the Amended and Restated Rights
Agreement as of the date first above written.
American Stock Transfer & Trust Company
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Its duly authorized: Vice President
Agreed to and Accepted by:
Gartner, Inc.
By: /s/ Xxxxxxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxxxxxx Xxxxxx
Its duly authorized: Executive Vice President
& Chief Financial Officer
