0000356028-03-000008 Sample Contracts

COMPUTER ASSOCIATES INTERNATIONAL, INC. as Issuer AND STATE STREET BANK AND TRUST COMPANY as Trustee Indenture Dated as of December 11, 2002 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECURITY FORMS ASSIGNMENT FORM THE SECURITIES...
Computer Associates International Inc • January 22nd, 2003 • Services-prepackaged software • New York

INDENTURE, dated as of December 11, 2002, between COMPUTER ASSOCIATES INTERNATIONAL, INC., a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (herein called the "Company"), having its principal office at One Computer Associates Plaza, Islandia, New York 11749, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as Trustee (herein called the "Trustee").

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CREDIT AGREEMENT Dated as of December 31, 2002
Credit Agreement • January 22nd, 2003 • Computer Associates International Inc • Services-prepackaged software • New York

COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the banks (the "Banks") and issuers of letters of credit ("Initial Issuing Banks") listed on the signature pages hereof, BANK OF AMERICA, N.A. ("BofA"), CITICORP NORTH AMERICA, INC. ("Citicorp") and JPMORGAN CHASE BANK ("JPMCB"), as co-administrative agents, BANC OF AMERICA SECURITIES LLC, SALOMON SMITH BARNEY INC. and J.P. MORGAN SECURITIES INC., as joint lead arrangers and joint bookrunners, and Citicorp, as paying agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:

REGISTRATION RIGHTS AGREEMENT Dated as of December 11, 2002 By and Among COMPUTER ASSOCIATES INTERNATIONAL, INC. as Issuer and BANC OF AMERICA SECURITIES LLC SALOMON SMITH BARNEY INC. MCDONALD INVESTMENTS INC. TOKYO- MITSUBISHI INTERNATIONAL PLC ABN...
Registration Rights Agreement • January 22nd, 2003 • Computer Associates International Inc • Services-prepackaged software • New York

This Registration Rights Agreement (the "Agreement") is dated as of December 11, 2002, by and among COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware corporation (the "Company"), BANC OF AMERICA SECURITIES LLC, J.P. MORGAN SECURITIES INC., SALOMON SMITH BARNEY INC., MCDONALD INVESTMENTS INC., TOKYO-MITSUBISHI INTERNATIONAL PLC and ABN AMRO INCORPORATED (the "Initial Purchasers").

COMPUTER ASSOCIATES INTERNATIONAL, INC.
Purchase Agreement • January 22nd, 2003 • Computer Associates International Inc • Services-prepackaged software • New York

Banc of America Securities LLC J.P. Morgan Securities Inc. Salomon Smith Barney Inc. McDonald Investments Inc. Tokyo-Mitsubishi International plc ABN AMRO Incorporated

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