Exhibit 10.49
AMENDMENT NO. 1
to
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of November 4, 2004, to the Amended
and Restated Credit Agreement, dated as of March 12 2003, by and between META
GROUP, INC., a Delaware corporation (the "Borrower") and THE BANK OF NEW YORK
(the "Bank") (as amended, the "Credit Agreement").
RECITALS
A.
CAPITALIZED TERMS USED HEREIN WHICH ARE
DEFINED IN THE CREDIT AGREEMENT SHALL HAVE THE MEANINGS THEREIN DEFINED.
B.
THE BORROWER 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.
In consideration of the covenants, conditions and agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are acknowledged, it is agreed as follows:
1.
SECTION 1.1 OF THE CREDIT AGREEMENT IS
AMENDED TO DELETE THE DEFINED TERM "MATURITY DATE" AND TO SUBSTITUTE IN PLACE
THEREOF THE FOLLOWING NEW DEFINED TERM:
"Maturity Date": April 4, 2005 or such earlier date on which the Note shall
become due and payable, whether by acceleration or otherwise.
2.
THE CREDIT AGREEMENT IS HEREBY FURTHER
AMENDED BY DELETING SCHEDULE 4.1 THERETO AND SUBSTITUTING IN IT PLACE SCHEDULE
4.1 (NEW) ATTACHED HERETO.
3.
IN ORDER TO INDUCE THE BANK TO EXECUTE
THIS AMENDMENT, THE BORROWER HEREBY (I) CERTIFIES THAT, IMMEDIATELY AFTER GIVING
EFFECT TO THIS AMENDMENT, ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN THE
CREDIT AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE
HEREOF AND NO DEFAULT OR EVENT OF DEFAULT EXISTS UNDER THE CREDIT AGREEMENT,
(II) REAFFIRMS AND ADMITS THE VALIDITY AND ENFORCEABILITY OF THE LOAN DOCUMENTS
AND ITS OBLIGATIONS THEREUNDER, AND (III) AGREES AND ADMITS THAT IT HAS NO VALID
DEFENSES TO OR OFFSETS AGAINST ANY OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS
AS OF THE DATE HEREOF.
4.
IN ALL OTHER RESPECTS, THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT.
5.
THIS AMENDMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH
SHALL CONSTITUTE ONE AGREEMENT.
IT SHALL NOT BE NECESSARY IN MAKING PROOF OF
THIS AMENDMENT TO PRODUCE OR ACCOUNT FOR MORE THAN ONE COUNTERPART CONTAINING
THE SIGNATURE OF THE PARTY TO BE CHARGED.
6.
THIS AMENDMENT IS BEING DELIVERED IN
AND IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED
AND IS ENFORCEABLE IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
7.
THIS AMENDMENT SHALL BE SUBJECT TO SUCH
CONDITIONS AND LIMITATIONS AS ARE SPECIFIED HEREIN, AND THE RIGHTS OF THE
PARTIES UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
OTHERWISE UNAFFECTED.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
as of the date first written above.
META GROUP, INC.
By: