Execution copy] COMPUTER ASSOCIATES INTERNATIONAL, INC.
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[Execution copy] |
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COMPUTER ASSOCIATES INTERNATIONAL, INC. |
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6.77% Senior Notes due April 4, ▇▇▇▇ |
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As of March 1, 2001 |
Re: Amendment No. 1 to Note Purchase Agreements dated as of April 1, 1996
TO EACH OF THE NOTEHOLDERS
NAMED ON THE SIGNATURE
PAGES HEREOF
Ladies and Gentlemen:
Reference is made to the several Note Purchase Agreements dated as of April 1, 1996 (collectively as in effect on the date hereof, the "Agreement") among Computer Associates International, Inc., a Delaware corporation (the "Company
") and each of the institutions named on the signature pages thereof (the "Purchasers"), pursuant to which the Purchasers purchased US $320,000,000 aggregate principal amount of the Company's 6.77% Senior Notes due 2003 (the "
Notes"). Each current holder of a Note is herein referred to as a "Noteholder."
The Company has requested that the Noteholders agree to amend certain provisions of the Agreement, as more fully described herein, and the Noteholders party hereto are willing to amend the Agreement as provided herein, subject to the satisfaction of the
conditions specified in § 5 below.
Accordingly, in consideration of the premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders party hereto agree as
follows:
§ 1. Definitions. Unless otherwise defined herein, all terms used herein which are defined in the Agreement (as amended hereby) shall have their respective meanings as therein defined.
§ 2. Amendments to Agreement. Subject to the satisfaction of the conditions specified in § 5, but with effect on the date hereof, the Agreement is amended as follows:
(A) Amendment to Section 10.6. Section 10.6 of the Agreement is amended and restated to read in its entirety as follows:
"10.6. Maintenance of Financial Conditions.
(a) Consolidated Cash Flow for the period of the four fiscal quarters ending on, or most recently ended prior to, such date to be less than 200% of Pro Forma Annual Consolidated Interest Expense as of such date; and
(b) Consolidated Total Indebtedness as of such date to exceed 700% of Consolidated Cash Flow for the four fiscal quarters ending on, or most recently ended prior to, such date."
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(B) Amendments to Schedule B. Schedule B to the Agreement is amended as follows:
The definition of "Cash Flow" in Schedule B is amended and restated to read in its entirety as follows:
"'Cash Flow' means, for any period, the sum of (a) the amount set forth as 'Net Cash Provided by Operating Activities' (or a comparable term) in the consolidated statements of cash flows of the Company and its consolidated Subsidiaries for such period plus (b) Consolidated Interest Expense for such period."
(2) The following definition of "Consolidated Interest Expense" is added to Schedule B in the appropriate alphabetic location:
"'Consolidated Interest Expense' means, for any period, the total amount of Interest Charges in respect of Consolidated Total Indebtedness outstanding during such period."
§ 4. Representations and Warranties. The Company represents and warrants to each Noteholder on the date hereof as follows (and the parties hereto agree that the following representations and warranties shall be deemed to have been made pursuant to the Agreement for all relevant purposes thereof):
(A) Power and Authority. The Company has all requisite corporate power and corporate authority to execute and deliver this Amendment and to perform the provisions of this Amendment and of the Agreement as amended hereby (the "Amended Agreement") and this Amendment has been duly authorized by all necessary corporate action on the part of the Company.
(B) Enforceability. This Amendment has been duly executed and delivered by the Company, and the Amended Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
(C) Governmental Authorizations. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Body is required for the validity of the execution and delivery of this Amendment or for the performance by the Company of this Amendment or the Amended Agreement.
(D) No Defaults. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.
§ 5. Conditions to Effectiveness. This Amendment shall become effective upon satisfaction of the following conditions to effectiveness:
(a) Execution and Delivery. This Amendment shall have been duly executed and delivered by the Company and the Required Holders.
(b) Fees. The Company shall have paid the reasonable fees and expenses of special counsel to the Noteholders, Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, relating to the transactions contemplated hereby.
§ 6. Miscellaneous.
(A) Ratification. The Agreement, except as amended pursuant hereto, is in all respects ratified and confirmed, and the terms, covenants and agreements thereof shall remain in full force and effect.
(B) References to Agreement and Notes. From and after the effective date of this Amendment, all references to the Agreement in the Agreement and in the Notes shall be deemed to be references to the Agreement as amended by this Amendment.
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(C) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
(D) Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
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If you are in agreement with the foregoing, please sign the form of acceptance in the space provided below whereupon this Amendment shall become a binding agreement among the Noteholders and the Company.
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Very truly yours, |
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COMPUTER ASSOCIATES |
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INTERNATIONAL, INC. |
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By: /s/▇▇▇▇ ▇▇▇▇▇▇ |
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Title: Vice President and Treasurer |
THE FOREGOING AMENDMENT IS HEREBY
ACCEPTED AS OF THE DATE FIRST ABOVE
WRITTEN:
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PFL LIFE INSURANCE COMPANY |
LIFE INVESTORS INSURANCE |
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FIRST AUSA LIFE INSURANCE |
AUSA LIFE INSURANCE COMPANY, |
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METROPOLITAN LIFE INSURANCE |
THE TRAVELERS INSURANCE Title: Assistant Investment Officer |
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PRIMERICA LIFE INSURANCE |
THE LINCOLN NATIONAL LIFE |
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ALLIED LIFE INSURANCE COMPANY |
SECURITY-CONNECTICUT LIFE |
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LINCOLN-SECURITY LIFE |
AMERICAN STATES LIFE |
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MASSACHUSETTS MUTUAL LIFE |
CM LIFE INSURANCE COMPANY |
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▇▇▇▇ ▇▇▇▇▇▇▇ MUTUAL LIFE |
▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE LIFE |
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THE EQUITABLE LIFE ASSURANCE |
ALLSTATE LIFE INSURANCE |
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THE VARIABLE ANNUITY LIFE |
AMERICAN GENERAL LIFE |
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GREAT-WEST LIFE & ANNUITY |
NEW YORK LIFE INSURANCE AND |
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NEW YORK LIFE INSURANCE |
SUN LIFE ASSURANCE COMPANY OF |
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SUN LIFE ASSURANCE COMPANY OF |
AMERICAN UNITED LIFE |
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THE STATE LIFE INSURANCE |
NATIONWIDE LIFE INSURANCE |
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NATIONWIDE LIFE AND ANNUITY |
TEACHERS INSURANCE AND |
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LUTHERAN BROTHERHOOD |
SECURITY FIRST LIFE INSURANCE |
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INDIANAPOLIS LIFE INSURANCE |
AMERITAS LIFE INSURANCE CORP. |
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NATIONAL TRAVELERS LIFE |
THE NORTH WEST LIFE ASSURANCE |
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PROTECTED HOME MUTUAL LIFE |
NATIONAL FARM LIFE INSURANCE |
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THE PENN INSURANCE AND |
NATIONAL GUARDIAN LIFE |
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GE LIFE AND ANNUITY COMPANY |
GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY |