FIRST AMENDMENT
FIRST AMENDMENT, dated as of January 18, 2001 (this "Amendment"), to the
$1,300,000,000 Amended and Restated Credit Agreement, dated as of May 24, 2000
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Computer Associates International, Inc. (the "Borrower"), the
banks, agents and other financial institutions from time to time parties thereto
(the "Banks") and Credit Suisse First Boston, as administrative agent (in such
capacity, the "Administrative Agent") for the Banks.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Administrative Agent are parties
to the Credit Agreement;
WHEREAS, the Borrower has requested that the Administrative Agent and the
Banks agree to amend certain provisions of the Credit Agreement, as more fully
described herein; and
WHEREAS, the Administrative Agent and the Banks are willing to amend such
provisions of the Credit Agreement, but only upon the terms and subject to the
conditions set forth herein;
NOW THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
which are used herein shall have the meanings assigned thereto in the
Credit Agreement.
2. Amendment to Section 1.1. Section 1.1 is hereby amended by (a)
deleting the definitions of "Consolidated EBITDA" and "Test Ratio" in
their entireties, and substituting in lieu thereof the following new
definitions respectively:
"Consolidated 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
Borrower and its consolidated Subsidiaries for such period plus (b)
Consolidated Interest Expense for such period.
"Test Percentage" means, for any period, the percentage (determined by
reference to the consolidated financial statements of the Borrower and its
Subsidiaries most recently required to be delivered pursuant to Section
10.1(h)(i) or (ii), as the case may be) which (a) the Consolidated Cash
Flow of the Borrower and its Subsidiaries for such period constitutes of
(b) the total Debt of Borrower and its Subsidiaries on a consolidated basis
on the last day for such period.
and (b) adding the following phrase in the definition of "GAAP" following the
term "March 31, 2000" appearing in the first parenthetical thereof:
"as modified in the manner described in the press release issued by the Borrower
on October 25, 2000"
3. Amendment to Section 10.2. Section 10.2 is hereby amended by deleting
subsections (f) and (g) therefrom, and substituting in lieu thereof
the following new subsections (f) and (g):
"(f) Interest Coverage. Permit the ratio of (i) Consolidated Cash
Flow of the Borrower and its Subsidiaries for any period of four
consecutive fiscal quarters to (ii) Consolidated Interest Expense of
the Borrower and its Subsidiaries for such period, to be less than
2.10 to 1.
(g) Leverage. Permit the Test Percentage for any period of four
consecutive fiscal quarters to be less than 17.0%."
4. Conditions to Effectiveness. This Amendment shall become effective on
the date upon which the Administrative Agent receives counterparts
hereof, executed and delivered by a duly authorized officer of the
Borrower and the Majority Banks.
5. Representations and Warranties. The Borrower hereby confirms,
reaffirms and restates the representations and warranties set forth in
Section 9 of the Credit Agreement; provided that each reference to the
Credit Agreement therein shall be deemed to be a reference to the
Credit Agreement after giving effect to this Amendment. The Borrower
represents and warrants that no Default or Event of Default has
occurred and is continuing.
6. Continuing Effect of Credit Agreement. This Amendment shall not
constitute a waiver or amendment of any other provision of the Credit
Agreement not expressly referred to herein and shall not be construed
as a waiver or consent to any further or future action on the part of
the Borrower that would require a waiver or consent of the
Administrative Agent or the Banks. Except as expressly amended hereby,
the provisions of the Credit Agreement are and shall remain in full
force and effect.
7. Counterparts. This Amendment may be executed by the parties hereto in
any number of counterparts, and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Treasurer
CREDIT SUISSE FIRST BOSTON, as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
CREDIT SUISSE FIRST BOSTON, as the Lead Arranger and a Bank
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇ ▇▇▇▇▇
Title: Director
Signature Page to the
First Amendment to the
$1,300,000,000 Amended and
Restated Credit Agreement, dated as of May 24, 2000
ARAB BANK PLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BANCA COMERCIAL PORTUGES
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Sub-Director
BANCA COMMERCIALE ITALIANA
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
BANCA ESPIRITO SANTO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
BANCA HAPOALIM, B.M.
By: /s/ ▇▇▇▇ ▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: First Vice President
BANCA POPOLARE DI MILANO,
New York Branch
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Chief Credit Officer
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
THE BANK OF NOVA SCOTIA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI, LTD
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
BANK ONE, NA
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: First Vice President
BW CAPITAL MARKETS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇ COMMERCIAL BANK, LTD.
By: /s/ Wan-Tu Yeh
Title: SVP and General Manager
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: SVP
CITIC KA WAH BANK LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Title: Executive VP and General Manager
CREDIT LYONNAIS,
New York Branch
By: /s/ ▇▇▇ ▇▇▇▇▇
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD
By: /s/ Azlan Ahmed
Title: Assistant Vice President
DG BANK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
KBC BANK NV
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Vice President
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: First Vice President
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AVP
▇▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
MITSUBISHI TRUST AND BANKING CORPORATION
By: /s/ Toshino Kayashi
Title: Senior Vice President
NORTH FORK BANK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Manager
RZB FINANCE LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SAN PAOLA IMI S.P.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: First Vice President
THE SUMITOMO BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇
Title: Senior Vice President
SUMMIT BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SUNTRUST BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
THE TOKAI BANK
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant General Manager
WACHOVIA BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
WESTDEUTSCHE LANDESBANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇
Title: Associate
