CA, INC. (Formerly Computer Associates International, Inc.) $500,000,000 4.750% Senior Notes Due 2009 $500,000,000 5.625% Senior Notes Due 2014 ADDENDUM TO REGISTRATION RIGHTS AGREEMENT
Exhibit
99.3
$1,000,000,000
CA, INC.
(Formerly Computer Associates International, Inc.)
(Formerly Computer Associates International, Inc.)
$500,000,000 4.750% Senior Notes Due 2009
$500,000,000 5.625% Senior Notes Due 2014
$500,000,000 5.625% Senior Notes Due 2014
ADDENDUM TO REGISTRATION RIGHTS AGREEMENT
as of November 30, 2007
CA, Inc. (the “Company”) on the one hand, and Holders of a majority in principal amount of the
5.625% Senior Notes due 2014 as of November 30, 2007 on the other hand, hereby amend the
Registration Rights Agreement between the Company and Banc of America Securities LLC, Citigroup
Global Markets Inc., X.X. Xxxxxx Securities Inc., Barclays Capital Inc., BNP Paribas Securities
Corp., KeyBanc Capital Markets, Mitsubishi Securities International plc, Wachovia Capital Markets,
LLC, ABN AMRO Incorporated and Scotia Capital (USA) Inc. dated as of November 18, 2004 (the
“Registration Rights Agreement”), by adding a new Section 10 to the Registration Rights Agreement
as follows:
10. Amendment of Registration Rights Agreement as to the 5.625% Senior Notes due 2014. The
following provisions shall apply only to the 5.625% Senior Notes due 2014 (the “2014 Notes”), and
shall have no effect on the rights of Holders of the 4.750% Senior Notes due 2009 under this
Registration Rights Agreement:
(a) As of November 30, 2007, CA is released from any and all future obligations under
this Registration Rights Agreement whatsoever with respect to the 2014 Notes, including,
but not limited to, CA’s obligations under Section 1 hereof to exchange the 2014 Notes for
registered securities, CA’s obligations under Section 2 hereof to register the 2014 Notes,
and any obligation under Section 6 for CA to pay Additional Interest on the 2014 Notes on
the terms set forth in such Section 6.
(b) All defaults or breaches of the Registration Rights Agreement by CA in existence
prior to or as of November 30, 2007 with respect to (a) any Registration Defaults as to
the 2014 Notes or (b) any failures to pay Additional Interest on the 2014 Notes at any
time, are waived as of November 30, 2007 by a majority of the Holders of the 2014 Notes as
of November 30, 2007.
(c) To the extent any provision of the Registration Rights Agreement conflicts with
this Section 10, the provisions in this Section 10 control.
The undersigned, by their signatures hereto, assent and confirm their agreement to the terms
hereof as of November 30, 2007.
CA, Inc. |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Xxxxx Xxxxxx | ||||
Chief Financial Officer, CA, Inc. | ||||
LINDEN CAPITAL, L.P. |
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By: | /s/ Xxxxx Xxxxxx | |||
Xxxxx Xxxxxx | ||||
Authorized Signatory | ||||
SWISS RE FINANCIAL PRODUCTS CORPORATION |
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By: | /s/ Xxxxx Xxxxx | |||
Xxxxx Xxxxx | ||||
Managing Director | ||||