On January 20, 2017, Gartner, Inc. entered into an agreement among Gartner, the other Loan Parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent which amended Gartner’s existing credit facility, dated as of June 17, 2016 among Gartner, the several lenders party thereto and the Administrative Agent. Additionally, the Amendment amended the Guarantee and Collateral Agreement, dated as of June 17, 2016, among Gartner, each other Loan Party party thereto and the Administrative Agent. The Amendment was entered into in connection with Gartner’s planned acquisition of CEB, Inc. The Amendment permits entry into certain additional credit facilities and issuance of certain debt securities that Gartner intends to enter into, and, if applicable, issue, for the purpose of financing the merger consideration, the repayment and redemption of certain outstanding indebtedness of CEB and its subsidiaries and to pay related fees and expenses in connection with the Merger. In addition, the Amendment effected certain changes to the negative covenants in the Existing Credit Agreement, including an increase to the maximum total leverage and secured leverage permitted thereunder through the end of the sixth full fiscal quarter following the closing of the Merger. The Amendment also included changes to certain other terms to permit Gartner to consummate the Merger and facilitate the operations of the combined company, including an increase of the letter of credit sub-limit to $75.0 million (subject to certain qualifications), revision of the applicable margins and increases to dollar-based baskets and thresholds. The Amendment gave Gartner the ability to incur additional term loans as an incremental tranche to the Existing Credit Agreement. Finally, the Amendment provided that (subject to certain qualifications) the extension of credit under the revolving credit facility necessary to consummate the Merger will be subject only to the limited conditions set forth in the commitment letter previously filed as an exhibit to the Current Report on Form 8-K filed by Gartner on January 5, 2017. As set out in the Amendment, certain of these changes to the Existing Credit Facility became effective immediately and certain changes will become effective upon the closing of the Merger.