**Exhibit 10.49**

 

AMENDMENT NO. 1toAMENDED AND RESTATED CREDIT AGREEMENT

 

AMENDMENTNO. 1 (this “Amendment”), dated as of November 4, 2004, to the Amendedand Restated Credit Agreement, dated as of March 12 2003, by and between METAGROUP, INC., a Delaware corporation (the “Borrower”) and THE BANK OF NEWYORK (the “Bank”) (as amended, the “Credit Agreement”).

 

RECITALS

 

## A.                                   Capitalizedterms used herein which are defined in the Credit Agreement shall have themeanings therein defined.

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## B.                                     TheBorrower has requested that the Bank extend the Maturity Date from November 4,2004 to April 4, 2005 and the Bank is willing to agree to the foregoing.

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Inconsideration of the covenants, conditions and agreements hereinafter setforth, and for other good and valuable consideration, the receipt and adequacyof which are acknowledged, it is agreed as follows:

 

### 1.                                       Section1.1 of the Credit Agreement is amended to delete the defined term “MaturityDate” and to substitute in place thereof the following new defined term:

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“Maturity Date”: April 4, 2005 or such earlierdate on which the Note shall become due and payable, whether by acceleration orotherwise.

 

### 2.                                       TheCredit Agreement is hereby further amended by deleting Schedule 4.1 thereto andsubstituting in it place Schedule 4.1 (New) attached hereto.

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### 3.                                       Inorder to induce the Bank to execute this Amendment, the Borrower hereby (i)certifies that, immediately after giving effect to this Amendment, allrepresentations and warranties contained in the Credit Agreement are true andcorrect in all material respects as of the date hereof and no Default or Eventof Default exists under the Credit Agreement, (ii) reaffirms and admits thevalidity and enforceability of the Loan Documents and its obligationsthereunder, and (iii) agrees and admits that it has no valid defenses to oroffsets against any of its obligations under the Loan Documents as of the datehereof.

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### 4.                                       Inall other respects, the Credit Agreement and the other Loan Documents shall remainin full force and effect.

 

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### 5.                                       ThisAmendment may be executed in any number of counterparts, each of which shall bean original and all of which shall constitute one agreement.  It shall not be necessary in making proof ofthis Amendment to produce or account for more than one counterpart containingthe signature of the party to be charged.

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### 6.                                       ThisAmendment is being delivered in and is intended to be performed in the State ofNew York and shall be construed and is enforceable in accordance with, andshall be governed by, the internal laws of the State of New York without regardto principles of conflict of laws.

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### 7.                                       ThisAmendment shall be subject to such conditions and limitations as are specifiedherein, and the rights of the parties under the Credit Agreement and the otherLoan Documents shall be otherwise unaffected.

 

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INWITNESS WHEREOF, the parties have caused this Amendment to be duly executed asof the date first written above.

 

 
|   | META GROUP, INC.     |
|--------|----------------------|
|   |                 |   |
|   |                 |   |
|   | By:                  | /s/ John W. Riley |   |
|   | Name:                | John W. Riley |
|   | Title:               | Vice President &  CFO |
|   |                 |   |
|   |                 |   |
|   | THE BANK OF NEW YORK |
|   |                 |   |
|   |                 |   |
|   | By:                  | /s/ Richard B. McKeough |   |
|   |                 | Richard  B. McKeough |
|   |                 | Vice President |
|        |                      |  |  |  |

 

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Schedule 4.1 (New)

 

List ofSubsidiaries; Capitalization

 

As of November 4,2004

 

 

Sentry Group, Inc.

 

Incorporated in theCommonwealth of Massachusetts

 

Capitalization:  Authorized capital: 3,000 shares of commonstock, par value $.01 per share: Issued and outstanding: 100 shares (held byMETA Group, Inc. – certificate number 80).

 

 

MG (Bermuda) Ltd.

 

Incorporated in Bermuda

 

Capitalization:Authorized capital: 12,000 shares of stock, par value $1.00 per share: METAGroup, Inc. is the sole shareholder, holding all 12,000 shares.

 

 

1422722 Ontario,Inc.

 

Incorporated in Canada

 

Capitalization:Authorized capital: unlimited number of shares designated as Common shares:Issued and outstanding: 1,001 shares (held by META Group, Inc. – certificatenumber C-1 and C-2).

 

 

META GroupSingapore PTE LTD

 

Incorporated in Singapore

 

Capitalization:Authorized capital: 100,000 ordinary shares: Issued and outstanding: 2 shares(held by META Group, Inc. – certificate number 3).

 

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META GroupAustralia Holdings Pty. Limited

 

Incorporated in Australia

 

Capitalization:  Unlimited number of shares designated asOrdinary shares: Issued and outstanding: 1 share (held by META Group, Inc. –certificate number 1).

 

 

Abundant StrategySDN. BHD.

 

Incorporated in Malaysia

 

Capitalization:Authorized capital: 100,000 shares, par value 1 RM (Malaysian Ringgit): Issuedand outstanding: 2 shares (held by META Group, Inc.).

 

 

META Group France,S.A.

 

Incorporated in France

 

Capitalization:38,113 number of shares authorized: Issued and outstanding: 38,113 shares(38,106 held by META Group, Inc.).

 

 

META Group, AG

 

Incorporated in Germany

 

Capitalization:  1,120,000 number of shares authorizeddesignated as common shares: Issued and outstanding: 1,120,000 held by METAGroup, Inc.

 

 

META Group ItaliaS.r.l.

 

Incorporated in Italy

 

Capitalization:  Corporate capital of 46,800 EUR (Euros) 100%of Quota held by META Group, Inc.

 

 

META Group UKHoldings Limited

 

Incorporated in theUnited Kingdom

 

Capitalization:  Issued and outstanding: 10 ordinary shares,value 1 GBP (Pounds Sterling) held by META Group, Inc.

 

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META Group NorwayAS

 

Incorporated in Norway

 

Capitalization:  Issued and outstanding: 2,333 shares, nominalvalue 50 NOK (Norwegian Kroner) held by META Group, Inc.

 

 

META Group SwedenAB

 

Incorporated in Sweden

 

Capitalization:  Issued and outstanding: 1,000 shares, nominalvalue 100 SEK (Swedish Kroner) held by META Group, Inc.

 

 

META Group FinlandOY

 

Incorporated in Finland

 

Capitalization:  Issued and outstanding: 100 shares, nominalvalue 80 EUR held by META Group, Inc.

 

 

META Group DenmarkA/S

 

Incorporated in Denmark

 

Capitalization:  Issued and outstanding: 5,000 shares, nominalvalue 100 DKK (Danish Kroner) held by META Group, Inc.

 

 

META GroupNorthern Europe ApS

 

Incorporated in Demark

 

Capitalization:  Issued and outstanding: 125 shares, nominalvalue 1,000 DKK held by META Group, Inc.

 

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ATEM NetherlandsApS

 

Incorporated in Denmark

 

Capitalization:  Issued and outstanding: 125 shares, nominalvalue 1,000 DKK held by META Group, Inc.

 

 

META Group KoreaCo. Limited

 

Incorporated in SouthKorea

 

Capitalization:  Issued and outstanding: 100 shares held byMETA Group, Inc.

 

 

META Group ITCorp.

 

Incorporated in thePhilippines

 

Capitalization:  Issued and outstanding: 100 shares held byMETA Group, Inc.

 

 

META Group MiddleEast FZ – LLC

 

Incorporated in Dubai

 

Capitalization:  Issued and outstanding: 500 shares held byMETA Group, Inc.

 

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