Exhibit T3C.2
FIRST AMENDMENT TO INDENTURE
This First Amendment to Indenture (the "Amendment") is made and entered
into this 18/th/ day of June, 2002 (the "Effective Date") by and between
MicroStrategy Incorporated (the "Issuer") and American Stock Transfer & Trust
Company (the "Trustee").
WHEREAS, the Issuer and the Trustee are parties to that certain
Indenture dated as of January 11, 2001 (the "Indenture"); and
WHEREAS, the Issuer desires to amend the Indenture pursuant to that
certain order issued by the United States District Court for the Eastern
District of Virginia (Alexandria Division), dated March 12, 2001, in the
case entitled In re Microstrategy Inc. Securities Litigation, Civ. A.
No. 00-473-A.
NOW, THEREFORE, in consideration of the mutual considerations,
warranties, covenants and agreements, and upon the terms and subject to the
conditions hereinafter set forth, the parties hereto hereby agree as follows:
1. As of the Effective Date, Section 5.03 of the Indenture shall be
amended by inserting the following language at the end of the section:
"With respect to the Holders of the Notes, to the extent not
inconsistent with the rules and regulations of the SEC in effect from
time to time, the Company may satisfy its obligations under this
Section 5.03 by, at the Company's option, (i) furnishing copies of the
documents referred to in this section to the Holders or (ii) posting
such documents or otherwise making them available, for a period of at
least one (1) year after they have been filed with the SEC, on the
Company's website (or a substantially equivalent successor medium if
the Company no longer maintains a website), which posting may include,
without limitation, the use of a hyperlink to a third party service
that posts such documents."
2. This Amendment amends the Indenture to the extent provided herein only
and all other provisions thereof shall remain in full force and effect.
3. This Amendment may be executed in two or more counterparts or by
facsimile transmission, all of which taken together shall constitute
one instrument.
[SIGNATURES FOLLOW ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date first written above.
MICROSTRATEGY INCORPORATED,
as Issuer
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Financial Officer
AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
