SETTLEMENT AGREEMENTSettlement Agreement • January 9th, 2008 • Ca, Inc. • Services-prepackaged software • New York
This agreement is made as of December 21, 2007, by and between CA, Inc., f/k/a Computer Associates International, Inc. (“CA”) on the one hand, and The Bank of New York (“BNY”), solely in its capacity as Indenture Trustee on behalf of all Holders of 5.625% Senior Notes Due 2014 of CA, Inc. (the “Notes”), Linden Capital L.P. (together with Linden Advisors LP, “Linden”); and Swiss Re Financial Products Corporation (“SRFP”) on the other hand (the “Agreement”).
CA, INC. AND THE BANK OF NEW YORK FIRST SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 30, 2007 SUPPLEMENT TO INDENTURE DATED AS OF NOVEMBER 18, 2004First Supplemental Indenture • January 9th, 2008 • Ca, Inc. • Services-prepackaged software • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 30, 2007 (this “First Supplemental Indenture”), to the Indenture, dated as of November 18, 2004, between CA, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as trustee under the Indenture referred to below (the “Trustee”).
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 AGREEMENTRegistration Rights Agreement • January 9th, 2008 • Ca, Inc. • Services-prepackaged software
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., J.P. Morgan 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:
