Amendment No. 2 to Rights AgreementRights Agreement • June 8th, 2001 • Computer Associates International Inc • Services-prepackaged software • New York
AMENDMENT NO. 2 ("Amendment No. 2"), dated as of May 23, 2001, by and between Computer Associates International, Inc., a Delaware corporation ("CA" or the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent"), further amending the Rights Agreement (the "Rights Agreement"), dated as of June 18, 1991, between the Company and Manufacturers Hanover Trust Company as original Rights Agent. All defined terms not otherwise defined herein shall have the meanings set forth in the Rights Agreement.
Execution copy] COMPUTER ASSOCIATES INTERNATIONAL, INC.Note Purchase Agreement • June 8th, 2001 • Computer Associates International Inc • Services-prepackaged software • New York
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 belo
