EXHIBIT 99.7
SECOND AMENDMENT TO RESTATED RIGHTS AGREEMENT
This SECOND AMENDMENT TO RESTATED RIGHTS AGREEMENT (this "Amendment"), dated as of October 17, 2002 (the "Amendment"), is by and between Thomas Group, Inc., a Delaware corporation (the "Corporation"), and, at the direction of the Corporation, Computershare Trust Company (formerly Harris Trust and Savings Bank, the "Rights Agent").
1. The Corporation and the Rights Agent executed that certain Restated Rights Agreement, dated as of August 12, 1999, as amended by Amendment Number One to Restated Rights Agreement, dated September 20, 2002 (as amended, the "Rights Agreement").
2. The Board of Directors of the Corporation (the "Board of Directors") believes it to be in the best interest of the Corporation to amend the Rights Agreement so as to permit an investment of approximately $1.0 million in common stock without triggering a Distribution Date (as defined in the Rights Agreement).
3. The Board of Directors, pursuant to resolutions adopted on October 12, 2002, authorized the officers of the Corporation to execute this Amendment and direct the Rights Agent to execute this Amendment.
Accordingly, in consideration of the premises and the mutual agreement herein set forth the parties hereby agree as follows:
1. The Rights Agreement is hereby amended by deleting Section 1(a) in its entirety and substituting the following in lieu thereof:
"(a) "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, (iv) any Exempt Person, (v) General John T. Chain, Jr. ("General Chain") with respect to the issuance to General Chain on September 20, 2002 of a subordinated Convertible Promissory Note in the principal amount of $1.0 million, the issuance of Common Stock upon conversion thereof, the issuance of a related Amended and Restated Warrant, dated October 17, 2002, and the issuance of shares of Common Stock upon exercise thereof, (vi) Mr. Edward P. Evans ("Evans"), with respect to the issuance to Evans, on or before October 29, 2002, of a Subordinated Convertible Promissory Note in the principal amount of $1.0 million, the issuance of Common Stock upon conversion thereof, the issuance of a related Warrant, of even date therewith, and the issuance of shares of Common Stock upon exercise thereof, or (vii) any Person who becomes an Acquiring Person solely as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company, unless and until such Person shall purchase or otherwise become (as a result of actions taken by such Person or its Affiliates or Associates) the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock; provided, however, that if a Person shall become the Beneficial Owner of 15% or more of the Common Stock of the Company then outstanding by reason of share repurchases by the Company and shall, after such share repurchases by the Company, become the Beneficial Owner of any additional Common Stock of the Company, then such Person shall be deemed to be an "Acquiring Person," unless upon the consummation of the acquisition of such additional shares of Common Stock such Person does not beneficially own 15%
or more of the shares of Common Stock then outstanding. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph, has become such inadvertently (including, without limitation, because (i) such Person was unaware that it beneficially owned a percentage of Common Stock that would otherwise cause such Person to be an Acquiring Person, or (ii) such Person was aware of the extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without any intention of changing or influencing control of the Company, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an Acquiring Person as defined pursuant to the foregoing provisions of this paragraph, then such Person shall not be deemed to be or to have become an Acquiring Person for any purposes of this Agreement."
2. The Rights Agreement, as amended hereby, shall remain in full force and effect.
3. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.
| THOMAS GROUP, INC. | ||||
By: | /s/ JAMES T. TAYLOR | |||
| Name: | James T. Taylor | |||
| Title: | ||||
COMPUTERSHARE TRUST COMPANY | ||||
By: | /s/ KELLIE GWINN | |||
| Name: | Kellie Gwinn | |||
| Title: | Vice President | |||
By: | /s/ LAURA SISNEROS | |||
| Name: | Laura Sisneros | |||
| Title: | Vice President | |||
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