CACI International Inc. Registration Rights Agreement May 16, 2007Registration Rights Agreement • May 16th, 2007 • Caci International Inc /De/ • Services-computer integrated systems design • New York
CACI International Inc, a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchasers (the “Initial Purchasers”) listed on Schedule 1 to the purchase agreement dated May 10, 2007 (the “Purchase Agreement”), for whom J.P. Morgan Securities Inc. and Banc of America Securities LLC are acting as representatives (the “Representatives”), up to $300,000,000 aggregate principal amount of its 2.125% Convertible Senior Subordinated Notes due 2014 (the “Notes”), upon the terms and subject to the conditions set forth in the Purchase Agreement.
2.125% Convertible Senior Subordinated Notes Due 2014Indenture • May 16th, 2007 • Caci International Inc /De/ • Services-computer integrated systems design • New York
INDENTURE dated as of May 16, 2007 between CACI International Inc, a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 1100 North Glebe Road, Arlington, Virginia 22201 and The Bank of New York, as Trustee (the “Trustee”).
CACI International Inc Purchase AgreementPurchase Agreement • May 16th, 2007 • Caci International Inc /De/ • Services-computer integrated systems design • New York
CACI International Inc, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as Representatives (the “Representatives”), $270,000,000 aggregate principal amount of its 2.125% Convertible Senior Subordinated Notes Due 2014 (the “Firm Securities”). The Securities (as defined below) will be issued pursuant to an Indenture to be dated as of May 16, 2007, (the “Indenture”) between the Company and The Bank of New York, as trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $30,000,000 aggregate principal amount of its 2.125% Convertible Senior Subordinated Notes Due 2014 (the “Additional Securities”) if and to the extent that the Initial Purchasers shall have exercised the right to purchase such 2.125% Convertible Senior Subordinated Notes Due 2014 granted to the Initial Purchasers in Section 1 h
Attention: Thomas Mutryn EVP & CFO Telephone No.: (703) 841-4488 Facsimile No.: (703) 522-6895Call Option Transaction • May 16th, 2007 • Caci International Inc /De/ • Services-computer integrated systems design • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and CACI International Inc (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
Attention: Thomas Mutryn EVP & CFO Telephone No.: (703) 841-4488 Facsimile No.: (703) 522-6895Warrant Agreement • May 16th, 2007 • Caci International Inc /De/ • Services-computer integrated systems design • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by CACI International Inc (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
