EXHIBIT 4.4c
AMENDMENT NO. 4, dated as of March 31, 2003 (this
"Amendment"), in respect of the Credit Agreement dated as of July
16, 1999, as amended and restated as of July 17, 2000, as further
amended by Amendment No. 3 dated as of May 30, 2002 (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 amendment 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. Amendment. Upon the effectiveness of this Amendment as provided
in Section 3 below, the Credit Agreement shall be amended as follows:
(a) Section 6.08 of the Credit Agreement is hereby amended by replacing
the phrase "after May 29, 2002 does not exceed $50 million" in clause (vii)
therein with the phrase "after March 31, 2003 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 amendment 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 March 31,
2003, 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 J.P. Morgan
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 March 31, 2003.
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 & Moore, 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/ Lisa Nadler
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Name: Lisa Nadler
Title: SVP, Treasurer
COMPUTER AND COMMUNICATION
INFORMATION GROUP, INC.,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
DATAQUEST INCORPORATED,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
GARTNER (KOREA) INC.,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
DECISION DRIVERS, INC.,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
GARTNER FUND I, INC.,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
GARTNER ENTERPRISES LTD.,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
GARTNER SHAREHOLDINGS INC.,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
G.G. GLOBAL HOLDINGS, INC.,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
G.G CREDIT INC.,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
G.G. WEST CORPORATION,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
GRIGGS-ANDERSON, INC.,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
THE RESEARCH BOARD, INC.,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
THE WARNER GROUP,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
VISION EVENTS INTERNATIONAL,
INC.,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
G.G CANADA, INC.,
by /s/ Lisa Nadler
----------------
Name: Lisa Nadler
Title: SVP, Treasurer
JPMORGAN CHASE BANK,
individually and as
Administrative Agent,
By /s/ T. David Short
------------------
Name: T. David Short
Title: Vice President
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
Banco Espirito Santo S.A., Nassau Branch
By /s/ Andrew M. Orsen
-------------------
Name: Andrew M. Orsen
Title: Vice President
By /s/ Terry R. Hull
-----------------
Name: Terry R. Hull
Title: Senior Vice President
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
Bank of America, N.A.
by /s/ John E. Williams
--------------------
Name: John E. Williams
Title: Managing Director
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
Bank Leumi USA
By /s/ Shirly Yechilevich
--------------------------------
Name: Shirly Yechilevich
Title: AVP
By /s/ Michaela Klein
--------------------------------
Name: Michaela Klein
Title: SVP
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
The Bank of New York
By /s/ Robert W. Pierson
---------------------
Name: Robert W. Pierson
Title: Vice President
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
The Bank of Nova Scotia
By /s/ John W. Campbell
--------------------
Name: John W. Campbell
Title: Managing Director
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
Bank One
By /s/ James W. Peterson
---------------------
Name: James W. Peterson
Title: Director
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
Citizens Bank of Massachusetts
By /s/ William M. Clossey
----------------------
Name: William M. Clossey
Title: Assistant Vice President
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
Comerica Bank
By /s/ Stacey V. Judd
------------------
Name: Stacey V. Judd
Title: Account Officer
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
Credit Suisse First Boston
By /s/ Christopher Lally
Name: Christopher Lally
Title: Vice President
By /s/ Guy M. Baron
----------------
Name: Guy M. Baron
Title: Associate
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
Deutsche Bank AG New York
Branch and/or Cayman Islands
Branch
By /s/ David G. Dickinson Jr.
--------------------------
Name: David G. Dickinson Jr.
Title: Vice President
By /s/ William W. McGinty
----------------------
Name: William W. McGinty
Title: Director
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
Fleet National Bank
By /s/ John Desmond
-----------------
Name: John Desmond
Title: Director
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
IBM CREDIT LLC, formerly
IBM CREDIT CORPORATION
By /s/ Steven A. Flanagan
----------------------
Name: Steven A. Flanagan
Title: Manager, Special Leasing
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
PEOPLE'S BANK
By /s/ David K. Sherrill
---------------------
Name: David K. Sherrill
Title: Vice President
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
SUNTRUST BANK
By /s/ Frank A. Coe
----------------
Name: Frank A. Coe
Title: Vice President
Signature Page to GARTNER,
INC.
Amendment No. 4 dated as of
March 31, 2003
Name of Institution
WACHOVIA BANK, NATIONAL ASSOCIATION
By /s/ Daniel L. Evans
-------------------
Name: Daniel L. Evans
Title: Managing Director