FIRST AMENDMENT
FIRST AMENDMENT, dated as of January 18, 2001 (this "Amendment"), to the
$3,000,000,000 Credit Agreement, dated as of May 26, 1999 (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 11.1(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, 1999" 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 11.2. Section 11.2 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 10 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 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/ Lisa Savino
Title: Vice President and Treasurer
CREDIT SUISSE FIRST BOSTON, as Administrative Agent
By: /s/ David W. Kratovil
Title: Director
By: /s/ Julia P. Kingsbury
Title: Vice President
CREDIT SUISSE FIRST BOSTON, as the Lead Arranger and a Bank
By: /s/ David W. Kratovil
Title: Director
By: /s/ Jay Chall
Title: Director
Signature Page to the
First Amendment to the
$3,000,000,000 Credit Agreement,
dated as of May 26, 1999
ALLSTATE LIFE INSURANCE COMPANY
By:/s/ Patricia W. Wilson
Title: Authorized Signatory
By:/s/ Daniel C. Leimbach
Title: Authorized Signatory
ARAB BANK PLC
By:/s/ Samer Tamimi
Title: Vice President
BANCA COMERCIAL PORTUGES
By:/s/ Shekar Chatterjee
Title: Sub-Director
BANCA COMMERCIALE ITALIANA
By:/s/ C. Dougherty
Title: Vice President
By:/s/ J. Dickerhof
Title: Vice President
BANCA ESPIRITO SANTO
By:/s/ Andrew M. Orsen
Title: Vice President
By:/s/ Tery R. Hull
Title: Senior Vice President
BANCA HAPOALIM, B.M
By:/s/ Marc Bosc
Title: Vice President
By:/s/ Conrad Wagner
Title: First Vice President
BANCA LEUMI
By:/s/ Joung Hee Hong
Title: Vice President
BANCA POPOLARE DI MILANO,
New York Branch
By:/s/ Fulvio Montanari
Title: First Vice President
By:/s/ Patrick F. Dillon
Title: Vice President and Chief Credit Officer
BANK OF AMERICA, N.A.
By:/s/ Fred L. Thorne
Title: Managing Director
BANK OF HAWAII
By:/s/ Luke Yeh
Title: Vice President
BANK OF MONTREAL
By:/s/ Bruce Pietka
Title: Director
THE BANK OF NOVA SCOTIA
By:/s/ Brian S. Allen
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI, LTD
By:/s/ T. Fennessey
Title: Vice President
BANK ONE, NA
By:/s/ Andrew Kantor
Title: First Vice President
BANK POLSKA
By:/s/ Barry W. Henry
Title: Vice President and Senior Lending Officer
BANQUE WORMS CAPITAL CORP
By:/s/ Michelle Flemming
Title: Vice President and General Counsel
BAYERISCHE HYPO UND VEREINSBANK AG
By:/s/ Marianne Weinzinger
Title: Director
By:/s/ Eric N. Pelletier
Title: Director
BW CAPITAL MARKETS, INC.
By:/s/ Thomas A. Lowe
Title: Vice President
By:/s/ Philip G. Waldrop
Title: Vice President
CHANG HWA COMMERCIAL BANK, LTD.
By:/s/ Wan-Tu Yeh
Title: SVP and General Manager
THE CHASE MANHATTAN BANK
By:/s/ William Flister
Title: SVP
CHEVY CHASE BANK
By:/s/ Dory Halati
Title: Vice President
CITIC KA WAH BANK LIMITED
By:/s/ Peter Zhao
Title: Executive VP and General Manager
CREDIT LYONNAIS,
New York Branch
By:/s/ Rod Hurst
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD
By:/s/ Azlan Ahmed
Title: Assistant Vice President
DG BANK
By:/s/ Sabine Wendt
Title: Vice President
By:/s/ Lynne McCarthy
Title: Vice President
FLEET NATIONAL BANK
By:/s/ Philip A. Davi
Title: Vice President
IKB DEUTSCHE INDUSTRIEBANK AG
By:/s/ Manfred Bilsly
Title: Director
By:/s/ Ana Bohorquet
Title: Manager
THE INDUSTRIAL BANK OF JAPAN
By:/s/ J. Kenneth Biegen
Title: Senior Vice President
KBC BANK NV
By:/s/ Robert M. Surdam, Jr.
Title: Vice President
By:/s/ Robert Snauffer
Title: First Vice President
LANDESBANK SACHSEN GIROZENTRALE
By:/s/ G. Moller.
Title: International Department
By:/s/ Mr. Schellbach
Title: International Department
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:/s/ Steven J. Katz
Title: Second VP and Associate General Counsel
MELLON BANK, N.A.
By:/s/ Kristen Denning
Title: AVP
MERRILL LYNCH
By:/s/ Neil Brisson
Title: Director
MITSUBISHI TRUST AND BANKING CORPORATION
By:/s/ Toshino Kayashi
Title: Senior Vice President
NORTH FORK BANK
By:/s/ Robert Dunwoody
Title: Vice President
PERSEUS CDO I, LIMITED
By:/s/ Steven J. Katz
Title: Second VP and Associate General Counsel
ROYAL BANK OF CANADA
By:/s/ Stephanie Babich
Title: Senior Manager
RZB FINANCE LLC
By:/s/ Pearl Geffers
Title: First Vice President
By:/s/ John A. Valiska
Title: Vice President
SAN PAOLA IMI S.P.A.
By:/s/ Robert Wurster
Title: First Vice President
SIMSBURY CLO, LIMITED
By:/s/ Steven J. Katz
Title: Second VP and Associate General Counsel
SOMERS CDO, LIMITED
By:/s/ Steven J. Katz
Title: Second VP and Associate General Counsel
THE SUMITOMO BANK
By:/s/ Edward D. Henderson, Jr
Title: Senior Vice President
SUMMIT BANK
By:/s/ Karen D. Budniak
Title: Vice President
SUNTRUST BANK
By:/s/ David Wisdom
Title: Vice President
THE TOKAI BANK
By:/s/ Shinichi Nakatani
Title: Assistant General Manager
THE TRAVELERS INSURANCE COMPANY
By:/s/ Matthew J. McInerny
Title: Assistant Investment Officer
UNITED OVERSEAS BANK LIMITED
By:/s/ Kwong Yew Wong
Title: Agent and General Manager
WACHOVIA BANK, N.A
By:/s/ Elizabeth M. Phelan
Title: Vice President
WESTDEUTSCHE LANDESBANK
By:/s/ Duncan M. Robertson
Title: Director
By:/s/ Thomas Lee
Title: Associate