$1,750,000,000
COMPUTER ASSOCIATES INTERNATIONAL, INC.
$575,000,000 6.250% Senior Notes due 2003
$825,000,000 6.375% Senior Notes due 2005
$350,000,000 6.500% Senior Notes due 2008
REGISTRATION RIGHTS AGREEMENT
as of April 21, 1998
CREDIT SUISSE FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
BANCAMERICA ROBERTSON STEPHENS
CHASE SECURITIES INC.
NATIONSBANC MONTGOMERY SECURITIES LLC
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629
Dear Sirs:
Computer Associates International, Inc., a Delaware
corporation (the Company), proposes to
issue and sell to Credit Suisse First Boston
Corporation, Bear, Stearns & Co. Inc., BancAmerica
Robertson Stephens, Chase Securities Inc. and
NationsBanc Montgomery Securities LLC (collectively,
the Initial Purchasers), upon the terms set forth in
a purchase agreement of even date herewith (the
Purchase Agreement), U.S.$575,000,000 principal
amount of its 6.25% Senior Notes due 2003 (the
2003 Notes), U.S.$825,000,000 principal amount of its
6.375% Senior Notes due 2005 (the 2005
Notes) and U.S.$350,000,000 principal amount of its
6.5% Senior Notes due 2008 (the 2008 Notes
and, together with the 2003 Notes and the 2005 Notes,
the Initial Securities). The Initial Securities will
be issued pursuant to an Indenture, to be dated as of
April 24, 1998 (the Indenture) among the Company
and The Chase Manhattan Bank (the Trustee). As an
inducement to the Initial Purchasers, the
Company agrees with the Initial Purchasers, for the
benefit of the holders of the Initial Securities
(including, without limitation, the Initial
Purchasers), the Exchange Securities (as defined
below) and the Private Exchange Securities (as
defined below) (collectively the Holders), as
follows:
1. Registered Exchange Offer. The Company
shall, at its own cost, prepare and, not later than
90 days after (or if the 90th day is not a business
day, the first business day thereafter) the date of
original issue of the Initial Securities (the Issue
Date), file with the Securities and Exchange
Commission (the Commission) a registration statement
(the Exchange Offer Registration Statement) on an
appropriate form under the Securities Act of 1933, as
amended (the Securities Act), with respect to a
proposed offer (the Registered Exchange Offer) to the
Holders of Transfer Restricted Securities (as defined
in Section 6 hereof), who are not prohibited by any
law or policy of the Commission from participating in
the Registered Exchange Offer, to issue and deliver
to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of debt
securities (the Exchange Securities) of the Company
issued under the Indenture and identical in all
material respects to the Initial Securities (except
for the transfer restrictions relating to the Initial
Securities and the provisions relating to the matters
described in Section 6 hereof) that would be
registered under the Securities Act. The Company
shall use its best efforts to cause such Exchange
Offer Registration Statement to become effective
under the Securities Act within 150 days (or if the
150th day is not a business day, the first business
day thereafter) after the Issue Date of the Initial
Securities and shall keep the Exchange Offer
Registration Statement effective for not less than
20 business days (or longer, if required by
applicable law) after the date notice of the
Registered Exchange Offer is mailed to the Holders
(such period being called the Exchange Offer
Registration Period).
If the Company effects the Registered Exchange Offer,
the Company will be entitled to close the
Registered Exchange Offer 20 business days after the
commencement thereof provided that the Company
has accepted all the Initial Securities theretofore
validly tendered in accordance with the terms of the
Registered Exchange Offer.
Following the declaration of the effectiveness of the
Exchange Offer Registration Statement, the
Company shall promptly commence the Registered
Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder of
Transfer Restricted Securities (as defined in
Section 6 hereof) electing to exchange the Initial
Securities for Exchange Securities (assuming that
such Holder is not an affiliate of the Company within
the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such
Holder's business and has no arrangements with any
person to participate in the distribution of the
Exchange Securities and is not prohibited by any law
or policy of the Commission from participating in the
Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any
limitations or restrictions under the Securities Act
and without material restrictions under the
securities laws of the several states of the United
States.
The Company acknowledges that, pursuant to current
interpretations by the Commission's staff of
Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder
which is a broker-dealer electing to exchange
Securities, acquired for its own account as a result
of market making activities or other trading
activities, for Exchange Securities (an Exchanging
Dealer), is required to deliver a prospectus
containing the information set forth in (a) Annex A
hereto on the cover, (b) Annex B hereto in the
Exchange Offer Procedures section and the Purpose of
the Exchange Offer section, and (c) Annex C hereto in
the Plan of Distribution section of such prospectus
in connection with a sale of any such Exchange
Securities received by such Exchanging Dealer
pursuant to the Registered Exchange Offer and (ii) an
Initial Purchaser that elects to sell Exchange
Securities acquired in exchange for Securities
constituting any portion of an unsold allotment is
required to deliver a prospectus containing the
information required by Items 507 or 508 of
Regulation S-K under the Securities Act, as
applicable, in connection with such sale.
The Company shall use its best efforts to keep the
Exchange Offer Registration Statement
effective and to amend and supplement the prospectus
contained therein, in order to permit such
prospectus to be lawfully delivered by all persons
subject to the prospectus delivery requirements of
the Securities Act for such period of time as such
persons must comply with such requirements in order
to resell the Exchange Securities; provided, however,
that (i) in the case where such prospectus and any
amendment or supplement thereto must be delivered by
an Exchanging Dealer or an Initial Purchaser,
such period shall be the lesser of 180 days and the
date on which all Exchanging Dealers and the Initial
Purchasers have sold all Exchange Securities held by
them (unless such period is extended pursuant to
Section 3(j) below) and (ii) the Company shall make
such prospectus and any amendment or supplement
thereto, available to any broker-dealer for use in
connection with any resale of any Exchange Securities
for a period of not less than 90 days after the
consummation of the Registered Exchange Offer.
If, upon consummation of the Registered Exchange
Offer, any Initial Purchaser holds Initial
Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the
delivery of the Exchange Securities pursuant to the
Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of
such Initial Purchaser, in exchange (the Private
Exchange)for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt
securities of the Company issued under the Indenture
and identical in all material respects (including the
existence of restrictions on transfer under the
Securities Act and the securities laws of the several
states of the United States, but excluding provisions
relating to the matters described in Section 6
hereof) to the Initial Securities (the Private
Exchange Securities). The Initial Securities, the
Exchange Securities and the Private Exchange
Securities are herein collectively called the
Securities.
In connection with the Registered Exchange Offer, the
Company shall:
(a) mail to each Holder a copy of the prospectus
forming part of the Exchange Offer
Registration Statement, together with an appropriate
letter of transmittal and related documents;
(b) keep the Registered Exchange Offer open for not
less than 20 business days (or longer, if required by
applicable law) after the date notice thereof is
mailed to the Holders;
(c) utilize the services of a depositary for the
Registered Exchange Offer with an address in the
Borough of Manhattan, The City of New York, which may
be the Trustee or an affiliate of the Trustee;
(d) permit Holders to withdraw tendered Securities
at any time prior to the close of business, New York
time, on the last business day on which the
Registered Exchange Offer shall remain open; and
(e) otherwise comply with all applicable laws.
As soon as practicable after the close of the
Registered Exchange Offer or the Private Exchange,
as the case may be, the Company shall:
(x) accept for exchange all the Securities validly
tendered and not withdrawn pursuant to the Registered
Exchange Offer and the Private Exchange;
(y) deliver to the Trustee for cancellation all the
Initial Securities so accepted for exchange; and
(z) cause the Trustee to authenticate and deliver
promptly to each Holder of the Initial
Securities, Exchange Securities or Private Exchange
Securities, as the case may be, equal in
principal amount to the Initial Securities of such
Holder so accepted for exchange.
The Indenture will provide that the Exchange
Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all
the Securities of each series will vote and consent
together on all matters as one class and that none of
the Securities of a particular series will have the
right to vote or consent as a class separate from one
another on any matter.
Interest on each Exchange Security and Private
Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on
which interest was paid on the Initial Securities
surrendered in exchange therefor or, if no interest
has been paid on the Initial Securities, from the
date of original issue of the Initial Securities.
Each Holder participating in the Registered Exchange
Offer shall be required to represent to the
Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange
Securities received by such Holder will be acquired
in the ordinary course of business, (ii) such Holder
will have no arrangements or understanding with any
person to participate in the distribution of the
Securities or the Exchange Securities within the
meaning of the Securities Act, (iii) such Holder is
not an affiliate, as defined in Rule 405 of the
Securities Act, of the Company or if it is an
affiliate, such Holder will comply with the
registration and prospectus delivery requirements of
the Securities Act to the extent applicable, (iv) if
such Holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if
such Holder is a broker-dealer, that it will
receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as
a result of market-making activities or other trading
activities and that it will be required to
acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange
Securities.
Notwithstanding any other provisions hereof, the
Company will ensure that (i) any Exchange
Offer Registration Statement and any amendment
thereto and any prospectus forming part thereof and
any supplement thereto complies in all material
respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does
not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a
material fact required to be stated therein or
necessary to make the statements therein not
misleading and (iii) any prospectus forming part of
any Exchange Offer Registration Statement, and any
supplement to such prospectus, does not include an
untrue statement of a material fact or omit to state
a material fact required to be stated therein or
necessary in order to make the statements therein, in
the light of the circumstances under which
they were made, not misleading.
2. Shelf Registration. If, (i) because of any
change in law or in applicable interpretations
thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange
Offer, as contemplated by Section 1 hereof, (ii) the
Registered Exchange Offer is not consummated within
180 days of the Issue Date, (or, if not a business
day, the first business day thereafter) (iii) any
Initial Purchaser so requests with respect to the
Initial Securities (or the Private Exchange
Securities) not eligible to be exchanged for Exchange
Securities in the Registered Exchange Offer and held
by it following consummation of the Registered
Exchange Offer or (iv) any Holder (other than an
Exchanging Dealer) is not eligible to participate in
the Registered Exchange Offer or, in the case of any
Holder (other than an Exchanging Dealer) that
participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange
Securities on the date of the exchange, the Company
shall take the following actions:
(a) The Company shall, at its cost, as promptly as
practicable (but in no event more than 60 days after
so required or requested pursuant to this Section 2)
file with the Commission and thereafter shall use its
best efforts to cause to be declared effective a
registration statement (the Shelf Registration
Statement and, together with the Exchange Offer
Registration Statement, a Registration Statement) on
an appropriate form under the Securities Act relating
to the offer and sale of the Transfer Restricted
Securities by the Holders thereof from time to time
in accordance with the methods of distribution set
forth in the Shelf Registration Statement and
Rule 415 under the Securities Act (hereinafter, the
Shelf Registration); provided, however, that
no Holder (other than an Initial Purchaser) shall be
entitled to have the Securities held by it
covered by such Shelf Registration Statement unless
such Holder agrees in writing to be bound by
all the provisions of this Agreement applicable to
such Holder.
(b) The Company shall use its best efforts to keep
the Shelf Registration Statement continuously
effective in order to permit the prospectus included
therein to be lawfully delivered by the Holders of
the relevant Securities, for a period of two years
(or for such longer period if extended pursuant to
Section 3(j) below) from the Issue Date or such
shorter period that will terminate when all the
Securities covered by the Shelf Registration
Statement (i) have been sold pursuant thereto or (ii)
are no longer restricted securities (as defined in
Rule 144 under the Securities Act, or any successor
rule thereof). The Company shall be deemed not to
have used its best efforts to keep the Shelf
Registration Statement effective during the requisite
period if it voluntarily takes any action that would
result in Holders of Securities covered thereby not
being able to offer and sell such Securities during
that period, unless such action is required by
applicable law.
(c) Notwithstanding any other provisions of this
Agreement to the contrary, the Company shall cause
the Shelf Registration Statement and the related
prospectus and any amendment or supplement thereto,
as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply in
all material respects with the applicable
requirements of the Securities Act and the rules and
regulations of the Commission and (ii) not to contain
any untrue statement of a material fact or omit to
state a material fact required to be stated therein
or necessary in order to make the statements therein,
in light of the circumstances under which they
were made, not misleading.
(d) Notwithstanding anything to the contrary set
forth in this Agreement, if the Company is required
to file a Shelf Registration Statement pursuant to
this Section 2, the Company may postpone or suspend
the filing or effectiveness of such Shelf
Registration Statement (or any amendment or
supplements thereto) (i) if such action is required
by applicable law or (ii) for up to an aggregate of
60 days (but for not more than 30 consecutive days)
during any consecutive 365 day period, if such action
is taken by the Company in good faith and for valid
business reasons (not including the avoidance of the
Companys obligations hereunder), including the
premature disclosure of material nonpublic
information which, if disclosed at such time, would
be materially harmful to the interests of the Company
and its shareholders, so long as the Company promptly
thereafter complies with the requirements of this
Section 2. This 2(d) shall not affect the Companys
obligations, if any, to pay Additional Interest
pursuant to Section 6 of this Agreement.
3. Registration Procedures. In connection with any
Shelf Registration contemplated by Section
2 hereof and, to the extent applicable, any
Registered Exchange Offer contemplated by Section 1
hereof, the following provisions shall apply:
(a) The Company shall (i) furnish to each Initial
Purchaser, prior to the filing thereof
with the Commission, a copy of the Registration
Statement and each amendment thereof and
each supplement, if any, to the prospectus included
therein and, in the event that an Initial
Purchaser (with respect to any portion of an unsold
allotment from the original offering) is
participating in the Registered Exchange Offer or the
Shelf Registration Statement, the Company
shall use its reasonable efforts to reflect in each
such document, when so filed with the
Commission, such comments as such Initial Purchaser
reasonably may propose; (ii) include the
information set forth in Annex A hereto on the cover,
in Annex B hereto in the Exchange Offer
Procedures section and the Purpose of the Exchange
Offer section and in Annex C hereto in
the Plan of Distribution section of the prospectus
forming a part of the Exchange Offer
Registration Statement and include the information
set forth in Annex D hereto in the Letter of
Transmittal delivered pursuant to the Registered
Exchange Offer; (iii) if requested by an Initial
Purchaser, include the information required by Items
507 or 508 of Regulation S-K under the
Securities Act, as applicable, in the prospectus
forming a part of the Exchange Offer Registration
Statement; (iv) include within the prospectus
contained in the Exchange Offer Registration
Statement a section entitled Plan of Distribution,
reasonably acceptable to the Initial
Purchasers, which shall contain a summary statement
of the positions taken or policies made by
the staff of the Commission with respect to the
potential underwriter status of any broker-dealer
that is the beneficial owner (as defined in Rule 13d-
3 under the Securities Exchange Act of 1934,
as amended (the Exchange Act)) of Exchange Securities
received by such broker-dealer in the
Registered Exchange Offer (a Participating Broker-
Dealer), whether such positions or policies
have been publicly disseminated by the staff of the
Commission or such positions or policies, in
the reasonable judgment of the Initial Purchasers
based upon advice of counsel (which may be in-
house counsel), represent the prevailing views of the
staff of the Commission; and (v) in the case
of a Shelf Registration Statement, include the names
of the Holders, who propose to sell
Securities pursuant to the Shelf Registration
Statement, as selling securityholders.
(b) The Company shall give written notice to the
Initial Purchasers, the Holders of the
Securities and any Participating Broker-Dealer from
whom the Company has received prior
written notice that it will be a Participating
Broker-Dealer in the Registered Exchange Offer
(which notice pursuant to clauses (ii)-(v) hereof
shall be accompanied by an instruction to
suspend the use of the prospectus until the requisite
changes have been made):
(i) when the Registration Statement or any amendment
thereto has been filed with the Commission and when
the Registration Statement or any post-effective
amendment thereto has become effective;
(ii) of any request by the Commission for amendments
or supplements to the Registration Statement or the
prospectus included therein or for additional
information;
(iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the
Registration Statement or the initiation of any
proceedings for that purpose;
(iv) of the receipt by the Company or its legal
counsel of any notification with
respect to the suspension of the qualification of the
Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding
for such purpose; and
(v) of the happening of any event that requires the
Company to make changes in the Registration Statement
or the prospectus in order that the Registration
Statement or the prospectus does not contain an
untrue statement of a material fact nor omit to
state a material fact required to be stated therein
or necessary to make the statements
therein (in the case of the prospectus, in light of
the circumstances under which they
were made) not misleading.
(c) The Company shall make every reasonable effort
to obtain the withdrawal at the
earliest possible time, of any order suspending the
effectiveness of the Registration Statement.
(d) The Company shall furnish to each Holder of
Securities included within the coverage of the Shelf
Registration, without charge, at least one copy of
the Shelf Registration Statement and any post-
effective amendment thereto, including financial
statements and schedules, and, if the Holder so
requests in writing, all exhibits thereto (including
those, if any, incorporated by reference).
(e) The Company shall deliver to each Exchanging
Dealer and each Initial Purchaser,
and to any other Holder who so requests, without
charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective
amendment thereto, including financial statements
and schedules, and, if any Initial Purchaser or any
such Holder requests, all exhibits thereto
(including those incorporated by reference).
(f) The Company shall, during the Shelf Registration
Period, deliver to each Holder of
Securities included within the coverage of the Shelf
Registration, without charge, as many copies
of the prospectus (including each preliminary
prospectus) included in the Shelf Registration
Statement and any amendment or supplement thereto as
such person may reasonably request.
The Company consents, subject to the provisions of
this Agreement, to the use of the prospectus
or any amendment or supplement thereto by each of the
selling Holders of the Securities in
connection with the offering and sale of the
Securities covered by the prospectus, or any
amendment or supplement thereto, included in the
Shelf Registration Statement.
(g) The Company shall deliver to each Initial
Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons
required to deliver a prospectus following the
Registered Exchange Offer, without charge, as many
copies of the final prospectus included in
the Exchange Offer Registration Statement and any
amendment or supplement thereto as such
persons may reasonably request. The Company
consents, subject to the provisions of this
Agreement, to the use of the prospectus or any
amendment or supplement thereto by any Initial
Purchaser, if necessary, any Participating Broker-
Dealer and such other persons required to
deliver a prospectus following the Registered
Exchange Offer in connection with the offering and
sale of the Exchange Securities covered by the
prospectus, or any amendment or supplement
thereto, included in such Exchange Offer Registration
Statement.
(h) Prior to any public offering of the Securities,
pursuant to any Registration Statement, the Company
shall register or qualify or cooperate with the
Holders of the Securities included therein and their
respective counsel in connection with the
registration or qualification of the Securities for
offer and sale under the securities or "blue sky"
laws of such states of the United States as any
Holder of the Securities reasonably requests in
writing and do any and all other acts or things
necessary or advisable to enable the offer and sale
in such jurisdictions of the Securities covered by
such Registration Statement; provided, however, that
the Company shall not be required to (i) qualify
generally to do business in any jurisdiction where it
is not then so qualified or (ii) take any action
which would subject it to general service of process
or to taxation in any jurisdiction where it is not
then so subject.
(i) The Company shall cooperate with the Holders of
the Securities to facilitate the timely preparation
and delivery of certificates representing the
Securities to be sold pursuant to any Registration
Statement free of any restrictive legends and in such
denominations and registered in such names as the
Holders may request a reasonable period of time prior
to sales of the Securities pursuant to such
Registration Statement.
(j) Upon the occurrence of any event contemplated by
paragraphs (ii) through (v) of Section 3(b) above
during the period for which the Company is required
to maintain an effective Registration Statement, the
Company shall promptly prepare and file a post-
effective amendment to the Registration Statement or
a supplement to the related prospectus and any other
required document so that, as thereafter delivered to
Holders of the Securities or purchasers of
Securities, the prospectus will not contain an untrue
statement of a material fact or omit to state any
material fact required to be stated therein or
necessary to make the statements therein, in light of
the circumstances under which they were made, not
misleading. If the Company notifies the Initial
Purchasers, the Holders of the Securities and any
known Participating Broker-Dealer in
accordance with paragraphs (ii) through (v) of
Section 3(b) above to suspend the use of the
prospectus until the requisite changes to the
prospectus have been made, then the Initial
Purchasers, the Holders of the Securities and any
such Participating Broker-Dealers shall suspend
use of such prospectus, and the period of
effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange
Offer Registration Statement provided for in
Section 1 above shall each be extended by the number
of days from and including the date of the
giving of such notice to and including the date when
the Initial Purchasers, the Holders of the
Securities and any known Participating Broker-Dealer
shall have received such amended or
supplemented prospectus pursuant to this Section
3(j).
(k) Not later than the effective date of the
applicable Registration Statement, the
Company will obtain a CUSIP number for the Initial
Securities, the Exchange Securities or the
Private Exchange Securities, as the case may be, and
provide the applicable trustee with printed
certificates for the Initial Securities, the Exchange
Securities or the Private Exchange Securities,
as the case may be, in a form eligible for deposit
with The Depository Trust Company.
(l) The Company will comply with all rules and
regulations of the Commission to the
extent and so long as they are applicable to the
Registered Exchange Offer or the Shelf
Registration and will make generally available to its
security holders (or otherwise provide in
accordance with Section 11(a) of the Securities Act)
an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act, no
later than 45 days after the end of a 12-
month period (or 90 days, if such period is a fiscal
year) beginning with the first month of the
Company's first fiscal quarter commencing after the
effective date of the Registration Statement,
which statement shall cover such 12-month period.
(m) The Company shall cause the Indenture to be
qualified under the Trust Indenture
Act of 1939, as amended, in a timely manner and
containing such changes, if any, as shall be
necessary for such qualification. In the event that
such qualification would require the
appointment of a new trustee under the Indenture, the
Company shall appoint a new trustee thereunder
pursuant to the applicable provisions of the
Indenture.
(n) The Company may require each Holder of
Securities to be sold pursuant to the Shelf
Registration Statement to furnish to the Company such
information regarding the Holder and the distribution
of the Securities as the Company may from time to
time reasonably require for inclusion in the Shelf
Registration Statement, and the Company may exclude
from such registration the Securities of any Holder
that fails to furnish such information within a
reasonable time after receiving such request.
(o) The Company shall enter into such customary
agreements (including, if requested, an underwriting
agreement in customary form) and take all such other
action, if any, as any Holder of the Securities shall
reasonably request in order to facilitate the
disposition of the Securities pursuant to any Shelf
Registration.
(p) In the case of any Shelf Registration, the
Company shall (subject to entering into
customary confidentiality arrangements) (i) make
reasonably available for inspection by the
Holders of the Securities, any underwriter
participating in any disposition pursuant to the
Shelf Registration Statement and any attorney,
accountant or other agent retained by the Holders of
the Securities or any such underwriter all relevant
financial and other records, pertinent corporate
documents and properties of the Company and (ii)
cause the Companys officers, directors,
employees, accountants and auditors to supply all
relevant information reasonably requested by
the Holders of the Securities or any such
underwriter, attorney, accountant or agent in
connection with the Shelf Registration Statement, in
each case, as shall be reasonably necessary to enable
such persons, to conduct a reasonable investigation
within the meaning of Section 11 of the
Securities Act; provided, however, that the foregoing
inspection and information gathering shall
be coordinated on behalf of the Initial Purchasers by
you and on behalf of the other parties, by
one counsel designated by and on behalf of such other
parties as described in Section 4 hereof.
(q) In the case of any Shelf Registration, the
Company, if requested by any Holder of
Securities covered thereby, shall cause (i) its
counsel (which may be its in-house counsel) to
deliver an opinion and updates thereof relating to
the Securities in customary form addressed to
such Holders and the managing underwriters, if any,
thereof and dated, in the case of the initial
opinion, the effective date of such Shelf
Registration Statement (it being agreed that such
opinion may contain customary qualifications and
assumptions and that the matters to be covered by
such opinion shall include, without limitation, the
due incorporation and good standing of the
Company and its significant subsidiaries; the
qualification of the Company and its significant
subsidiaries to transact business as foreign
corporations; the due authorization, execution and
delivery of the relevant agreement of the type
referred to in Section 3(o) hereof; the due
authorization, execution, authentication and
issuance, and the validity and enforceability, of the
applicable Securities; the absence of material legal
or governmental proceedings involving the
Company and its subsidiaries; the absence of
governmental approvals required to be obtained in
connection with the Shelf Registration Statement, the
offering and sale of the applicable Securities, or
any agreement of the type referred to in Section 3(o)
hereof; the compliance as to form of such Shelf
Registration Statement and any documents incorporated
by reference therein and of the Indenture with the
requirements of the Securities Act and the Trust
Indenture Act, respectively; and, as of the date of
the opinion and as of the effective date of the Shelf
Registration Statement or most recent post-effective
amendment thereto, as the case may be, the
absence from such Shelf Registration Statement and
the prospectus included therein, as then amended or
supplemented, and from any documents incorporated by
reference therein of an untrue statement of a
material fact or the omission to state therein a
material fact required to be stated therein or
necessary to make the statements therein not
misleading (in the case of any such documents, in the
light of the circumstances existing at the time that
such documents were filed with the Commission under
the Exchange Act); (ii) its officers to execute and
deliver all customary documents and certificates and
updates thereof requested by any underwriters of the
applicable Securities and (iii) its independent
public accountants to provide to the selling Holders
of the applicable Securities and any underwriter
therefor a comfort letter in customary form and
covering matters of the type customarily covered in
comfort letters in connection with primary
underwritten offerings, subject to receipt of
appropriate documentation as contemplated, and only
if permitted, by Statement of Auditing Standards No.
72.
(r) In the case of the Registered Exchange Offer, if
requested by any Initial Purchaser or any known
Participating Broker-Dealer, the Company shall cause
(i) its counsel (which may be its in-house counsel)
to deliver to such Initial Purchaser or such
Participating Broker-Dealer a signed opinion in the
form set forth in Section 6(c) of the Purchase
Agreement with such changes as are customary in
connection with the preparation of a Registration
Statement and (ii) only if permitted by Statement of
Auditing Standards No. 72, its independent public
accountants to deliver to such Initial Purchaser or
such Participating Broker-Dealer a comfort letter, in
customary form, meeting the requirements as to the
substance thereof as set forth in Section 6(a)
of the Purchase Agreement, with appropriate date
changes.
(s) If a Registered Exchange Offer or a Private
Exchange is to be consummated, upon delivery of the
Initial Securities by Holders to the Company (or to
such other Person as directed by the Company) in
exchange for the Exchange Securities or the Private
Exchange Securities, as the case may be, the Company
shall mark, or caused to be marked, on the Initial
Securities so exchanged that such Initial Securities
are being canceled in exchange for the Exchange
Securities or the Private Exchange Securities, as the
case may be; in no event shall the Initial Securities
be marked as paid or otherwise satisfied.
(t) The Company will use its reasonable efforts to
(i) if the Initial Securities have been rated prior
to the initial sale of such Initial Securities,
confirm such ratings will apply to the Securities
covered by a Registration Statement, or (ii) if the
Initial Securities were not previously rated, cause
the Securities covered by a Registration Statement to
be rated with the appropriate rating agencies, if so
requested by Holders of a majority in aggregate
principal amount of Securities covered by such
Registration Statement, or by the managing
Underwriters, if any.
(u) In the event that any broker-dealer registered
under the Exchange Act shall underwrite any
Securities or participate as a member of an
underwriting syndicate or selling group or assist in
the distribution (within the meaning of the Conduct
Rules (the Rules) of the National Association of
Securities Dealers, Inc. (NASD)) thereof, whether as
a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in
respect thereof, or otherwise, the Company will
assist such broker-dealer in complying with the
requirements of such Rules, including, without
limitation, by (i) if such Rules, including Rule
2720, shall so require, engaging a "qualified
independent underwriter" (as defined in Rule 2720)
to participate in the preparation of the Registration
Statement relating to such Securities, to
exercise usual standards of due diligence in respect
thereto and, if any portion of the offering
contemplated by such Registration Statement is an
underwritten offering or is made through a
placement or sales agent, to recommend the yield of
such Securities, (ii) indemnifying any such
qualified independent underwriter to the extent of
the indemnification of underwriters provided
in Section 5 hereof and (iii) providing such
information to such broker-dealer as may be required
in order for such broker-dealer to comply with the
requirements of the Rules.
(v) The Company shall use its best efforts to take
all other steps necessary to effect the
registration of the Securities covered by a
Registration Statement contemplated hereby.
4. Registration Expenses. The Company shall bear
all fees and expenses incurred in connection
with the performance of its obligations under
Sections 1 through 3 hereof (including the reasonable
fees and expenses, if any, of Simpson Thacher &
Bartlett, counsel for the Initial Purchasers,
incurred in connection with the Registered Exchange
Offer), whether or not the Registered Exchange Offer
or a Shelf Registration is filed or becomes
effective, and, in the event of a Shelf Registration,
shall bear or reimburse the Holders of the Securities
covered thereby for the reasonable fees and
disbursements of one firm of counsel designated by
the Holders of a majority in principal amount of the
Initial Securities covered thereby to act as counsel
for the Holders of the Initial Securities in
connection therewith.
5. Indemnification. (a) The Company agrees to
indemnify and hold harmless each Holder of the
Securities, any Participating Broker-Dealer and each
person, if any, who controls such Holder or such
Participating Broker-Dealer within the meaning of the
Securities Act or the Exchange Act (each Holder,
any Participating Broker-Dealer and such controlling
persons are referred to collectively as the
Indemnified Parties) from and against any losses,
claims, damages or liabilities, joint or several, or
any actions in respect thereof (including, but not
limited to, any losses, claims, damages, liabilities
or actions relating to purchases and sales of the
Securities) to which each Indemnified Party may
become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are
based upon any untrue statement or alleged untrue
statement of a material fact contained in a
Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration, or arise
out of, or are based upon, the omission or alleged
omission to state therein a material fact required to
be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or
other expenses reasonably incurred by them
(including, without limitation, the fees and
expenses of a single counsel (in addition to any
local counsel) to all Indemnified Parties
collectively in connection with any proceeding or
related proceedings in the same jurisdiction) in
connection with investigating or defending any such
loss, claim, damage, liability or action in respect
thereof; provided, however, that (i) the Company
shall not be liable in any such case to the extent
that such loss, claim, damage or liability arises out
of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made
in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration in
reliance upon and in conformity with written
information pertaining to such Holder and furnished
to the Company by or on behalf of such Holder
specifically for inclusion therein and (ii) with
respect to any untrue statement or omission or
alleged untrue statement or omission made in any
preliminary prospectus relating to a Shelf
Registration Statement, the indemnity agreement
contained in this subsection (a) shall not inure to
the benefit of any Holder or Participating Broker-
Dealer from whom the person asserting any such
losses, claims, damages or liabilities purchased the
Securities concerned, to the extent that a prospectus
relating to such Securities was required to be
delivered by such Holder or Participating Broker-
Dealer under the Securities Act in connection with
such purchase and any such loss, claim, damage or
liability of such Holder or Participating Broker-
Dealer results from the fact that there was not sent
or given to such person, at or prior to the written
confirmation of the sale of such Securities to such
person, a copy of the final prospectus if the Company
had previously furnished copies thereof to such
Holder or Participating Broker-Dealer; provided
further, however, that this indemnity agreement will
be in addition to any liability which the Company may
otherwise have to such Indemnified Party. The
Company shall also indemnify underwriters, their
officers and directors and each person who controls
such underwriters within the meaning of the
Securities Act or the Exchange Act to the same extent
as provided above with respect to the indemnification
of the Holders of the Securities if requested by such
Holders.
(b) Each Holder of the Securities, severally and not
jointly, will indemnify and hold harmless the
Company and each person, if any, who controls the
Company within the meaning of the Securities Act or
the Exchange Act from and against any losses, claims,
damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling
person may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such
losses, claims, damages, liabilities or actions arise
out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained
in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration, or arise
out of or are based upon the omission or alleged
omission to state therein a material fact necessary
to make the statements therein not misleading, but in
each case only to the extent that the untrue
statement or omission or alleged untrue statement or
omission was made in reliance upon and in conformity
with written information pertaining to such Holder
and furnished to the Company by or on behalf of such
Holder specifically for inclusion therein; and,
subject to the limitation set forth immediately
preceding this clause, shall reimburse, as incurred,
the Company for any legal or other expenses
reasonably incurred by the Company or any such
controlling person in connection with investigating
or defending any loss, claim, damage, liability or
action in respect thereof.
This indemnity agreement will be in addition to any
liability which such Holder may otherwise have to the
Company or any of its controlling persons.
(c) Promptly after receipt by an indemnified party
under this Section 5 of notice of the commencement of
any action or proceeding (including a governmental
investigation), such indemnified party will, if a
claim in respect thereof is to be made against the
indemnifying party under this Section 5,
notify the indemnifying party of the commencement
thereof; but the omission so to notify the
indemnifying party will not, in any event, relieve
the indemnifying party from any obligations to any
indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above,
except to the extent the Indemnified Party is
prejudiced thereby. The Indemnifying Party shall not
be liable for any settlement of any proceeding
without its written consent. In case any such action
is brought against any indemnified party, and it
notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may
wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such
indemnified party (it being understood that, except
with the consent of the indemnified party, the
indemnifying party and the indemnified party shall
have separate counsel), and after notice from the
indemnifying party to such indemnified party of its
election so to assume the defense thereof the
indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal
or other expenses, other than reasonable costs of
investigation, subsequently incurred by such
indemnified party in connection with the defense
thereof. No indemnifying party shall, without the
prior written consent of the indemnified party, which
consent shall not be unreasonable withheld, effect
any settlement of any pending or threatened action in
respect of which any indemnified party is or could
have been a party and indemnity could have been
sought hereunder by such indemnified party unless
such settlement includes an unconditional release of
such indemnified party from all liability on any
claims that are the subject matter of such action.
(d) If the indemnification provided for in this
Section 5 is unavailable or insufficient to hold
harmless an indemnified party under subsections (a)
or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect
thereof) referred to in subsection (a) or (b) above
(i) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying
party or parties on the one hand and the indemnified
party on the other from the exchange of the
Securities, pursuant to the Registered Exchange
Offer, or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in
clause (i) above but also the relative fault of the
indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the
statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect
thereof) as well as any other relevant equitable
considerations. The relative fault of the parties
shall be determined by reference to, among other
things, whether the untrue or alleged untrue
statement of a material fact or the omission or
alleged omission to state a material fact relates to
information supplied by the Company on the one hand
or such Holder or such other indemnified party, as
the case may be, on the other, and the parties'
relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or
omission. The amount paid by an indemnified party as
a result of the losses, claims, damages or
liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal
(including, without limitation, the fees
and expenses of a single counsel (in addition to any
local counsel) to all indemnified parties
collectively in connection with any proceeding or
related proceedings in the same jurisdiction) or
other expenses reasonably incurred by such
indemnified party in connection with investigating or
defending any action or claim which is the subject of
this subsection (d). Notwithstanding any other
provision of this Section 5(d), the Holders of the
Securities shall not be required to contribute any
amount in excess of the amount by which the net
proceeds received by such Holders from the sale of
the Securities pursuant to a Registration
Statement exceeds the amount of damages which such
Holders have otherwise been required to pay by
reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For
purposes of this paragraph (d), each person, if any,
who controls such indemnified party within the
meaning of the Securities Act or the Exchange Act
shall have the same rights to contribution as such
indemnified party and each person, if any, who
controls the Company within the meaning of the
Securities Act or the Exchange Act shall have the
same rights to contribution as the Company.
(e) The agreements contained in this Section 5 shall
survive the sale of the Securities pursuant to
a Registration Statement and shall remain in full
force and effect, regardless of any termination or
cancellation of this Agreement or any investigation
made by or on behalf of any indemnified party.
6. Additional Interest Under Certain Circumstances.
(a) Additional interest (the Additional
Interest) with respect to the Initial Securities
shall be assessed as follows if any of the following
events occur (each such event in clauses (i) through
(iii) below a Registration Default):
(i) If by July 23, 1998, neither the Exchange Offer
Registration Statement nor a Shelf Registration
Statement has been filed with the Commission;
(ii) If by September 21, 1998, neither the
Registered Exchange Offer is consummated
nor, if required in lieu thereof, the Shelf
Registration Statement is declared effective by the
Commission; or
(iii) If after either the Exchange Offer
Registration Statement or the Shelf Registration
Statement is declared effective (A) such Registration
Statement thereafter ceases to be effective
during the period specified herein; or (B) such
Registration Statement or the related prospectus
ceases to be usable (except as permitted in paragraph
(b) below) in connection with resales of
Transfer Restricted Securities during the periods
specified herein because either (1) any event
occurs as a result of which the related prospectus
forming part of such Registration Statement
would include any untrue statement of a material fact
or omit to state any material fact necessary
to make the statements therein in the light of the
circumstances under which they were made not
misleading, or (2) it shall be necessary to amend
such Registration Statement or supplement the
related prospectus, to comply with the Securities Act
or the Exchange Act or the respective rules
thereunder.
Additional Interest shall accrue on the Initial
Securities over and above the interest set forth in
the title of the Securities from and including the
date on which any one or more such Registration
Defaults shall occur to but excluding the date on
which all such Registration Defaults have been cured,
at a rate of 0.50% per annum.
(b) A Registration Default referred to in Section
6(a)(iii)(B) hereof shall be deemed not to have
occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if
(i) such Registration Default has occurred solely as
a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to
incorporate annual audited financial information with
respect to the Company where such post-effective
amendment is not yet effective and needs to be
declared effective to permit Holders to use the
related prospectus or (y) other material events, with
respect to the Company that would need to be
described in such Shelf Registration Statement or the
related prospectus and (ii) in the case of clause
(y), the Company is proceeding promptly and in good
faith to amend or supplement such Shelf Registration
Statement and related prospectus to describe such
events; provided, however, that in any case if such
Registration Default occurs for a continuous period
in excess of 30 days, Additional Interest shall be
payable in accordance with the above paragraph from
the day such Registration Default occurs until such
Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant
to clause (i), (ii) or (iii) of Section 6(a)
above will be payable in cash on the regular interest
payment dates with respect to the Initial Securities.
The amount of Additional Interest will be determined
by multiplying the applicable Additional Interest
rate by the principal amount of the Initial
Securities, multiplied by a fraction, the numerator
of which is the number of days such Additional
Interest rate was applicable during such period
(determined on the basis of a 360-day year comprised
of twelve 30-day months), and the denominator of
which is 360.
(d) Transfer Restricted Securities means each
Security until (i) the date on which such
Transfer Restricted Security has been exchanged by a
person other than a broker-dealer for a freely
transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a
broker-dealer in the Registered Exchange Offer of a
Initial Security for an Exchange Note, the date on
which such Exchange Note is sold to a purchaser who
receives from such broker-dealer on or prior to the
date of such sale a copy of the prospectus contained
in the Exchange Offer Registration Statement, (iii)
the date on which such Initial Security has been
effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration
Statement or (iv) the date on which such Initial
Securities is distributed to the public pursuant to
Rule 144 under the Securities Act or is saleable
pursuant to Rule 144(k) under the Securities Act.
7. Rules 144 and 144A. The Company shall use its
reasonable efforts to file the reports required
to be filed by it under the Securities Act and the
Exchange Act in a timely manner and, if at any time
the Company is not required to file such reports, it
will, upon the request of any Holder of Initial
Securities, make publicly available other information
so long as necessary to permit sales of their
securities pursuant to Rules 144 and 144A. The
Company covenants that it will take such further
action as any Holder of Initial Securities may
reasonably request, all to the extent required from
time to time to enable such Holder to sell Initial
Securities without registration under the Securities
Act within the limitation of the exemptions provided
by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Company will provide a copy of
this Agreement to prospective purchasers of Initial
Securities identified to the Company by the Initial
Purchasers upon request. Upon the request of any
Holder of Initial Securities, the Company shall
deliver to such Holder a written statement as to
whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this
Section 7 shall be deemed to require the Company to
register any of its securities pursuant to the
Exchange Act.
8. Underwritten Registrations. If any of the
Transfer Restricted Securities covered by any Shelf
Registration are to be sold in an underwritten
offering, the investment banker or investment bankers
and manager or managers that will administer the
offering (Managing Underwriters) will be selected by
the Holders of a majority in aggregate principal
amount of such Transfer Restricted Securities to be
included in such offering, subject to the Companys
approval, which shall not be unreasonably withheld.
No person may participate in any underwritten
registration hereunder unless such person (i)
agrees to sell such persons Transfer Restricted
Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting
agreements and other documents reasonably required
under the terms of such underwriting arrangements.
9. Miscellaneous.
(a) Amendments and Waivers. The provisions of this
Agreement may not be amended, modified
or supplemented, and waivers or consents to
departures from the provisions hereof may not be
given, except by the Company and the written consent
of the Holders of a majority in principal amount of
the Securities affected by such amendment,
modification, supplement, waiver or consents.
(b) Notices. All notices and other communications
provided for or permitted hereunder shall be
made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which
guarantees overnight delivery:
(1) if to a Holder of the Securities, at the most
current address given by such Holder to the Company.
(2) if to the Initial Purchasers;
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629
Fax No.: (212) 325-8278
Attention: Transactions Advisory Group
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Fax No.: (212) 455-2502
Attention: Charles Garner
(3) if to the Company, at its address as follows:
One Computer Associates Plaza
Islandia, New York 11788
Fax No.: (516) 342-4854
Attention: Treasurer
with a copy to:
Howard, Darby & Levin
1330 Avenue of the Americas
New York, NY 10019
Fax No.: (212) 841-1010
Attention: Stephen A. Infante
All such notices and communications shall be deemed
to have been duly given: at the time delivered by
hand, if personally delivered; three business days
after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged by
recipient's facsimile machine operator, if sent by
facsimile transmission; and on the day delivered, if
sent by overnight air courier guaranteeing next day
delivery.
(c) No Inconsistent Agreements. The Company has
not, as of the date hereof, entered into, nor
shall it, on or after the date hereof, enter into,
any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders
herein or otherwise conflicts with the provisions
hereof.
(d) Successors and Assigns. This Agreement shall be
binding upon the Company and its successors and
assigns.
(e) Counterparts. This Agreement may be executed in
any number of counterparts and by the parties hereto
in separate counterparts, each of which when so
executed shall be deemed to be an original
and all of which taken together shall constitute one
and the same agreement.
(f) Headings. The headings in this Agreement are
for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.
(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.
(h) Severability. If any one or more of the
provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and
enforceability of any such provision in every other
respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.
(i) Securities Held by the Company. Whenever the
consent or approval of Holders of a specified
percentage of principal amount of Securities is
required hereunder, Securities held by the Company or
its affiliates (other than subsequent Holders of
Securities if such subsequent Holders are deemed to
be affiliates solely by reason of their holdings of
such Securities) shall not be counted in determining
whether such consent or approval was given by the
Holders of such required percentage.
If the foregoing is in accordance with your
understanding of our agreement, please sign and
return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will
become a binding agreement among the several Initial
Purchasers and the Company in accordance with
its terms.
Very truly yours,
Computer Associates International, Inc.
by:____________________________
Name:
Title:
The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
BANCAMERICA ROBERTSON STEPHENS
CHASE SECURITIES INC.
NATIONSBANC MONTGOMERY SECURITIES LLC
by: CREDIT SUISSE FIRST BOSTON CORPORATION
By:_____________________________
Name:
Title:
ANNEX A
Each broker-dealer that receives Exchange Securities
for its own account pursuant to the Exchange Offer
must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange
Securities. The Letter of Transmittal states that by
so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is
an underwriter within the meaning of the Securities
Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange
Securities received in exchange for Initial
Securities where such Initial Securities were
acquired by such broker-dealer as a result of market-
making activities or other trading activities. The
Company has agreed that, for a period of 180 days
after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-
dealer for use in connection with any such resale.
See Plan of Distribution.
ANNEX B
Each broker-dealer that receives Exchange Securities
for its own account in exchange for Securities,
where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities
or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any
resale of such Exchange Securities. See Plan of
Distribution.
ANNEX C
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Securities
for its own account pursuant to the Exchange Offer
must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange
Securities. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange
Securities received in exchange for Initial
Securities where such Initial Securities were
acquired as a result of market-making activities or
other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration
Date, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use
in connection with any such resale. In addition,
until , 199 , all dealers effecting transactions
in the Exchange Securities may be required to deliver
a prospectus.( )
The Company will not receive any proceeds from any
sale of Exchange Securities by broker-dealers.
Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may
be sold from time to time in one or more transactions
in the over-the-counter market, in negotiated
transactions, through the writing of options on the
Exchange Securities or a combination of such methods
of resale, at market prices prevailing at the time of
resale, at prices related to such prevailing market
prices or negotiated prices. Any such resale may be
made directly to purchasers or to or through brokers
or dealers who may receive compensation in the form
of commissions or concessions from any such broker-
dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange
Securities that were received by it for its own
account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such
Exchange Securities may be deemed to be an
"underwriter" within the meaning of the Securities
Act and any profit on any such resale of
Exchange Securities and any commission or concessions
received by any such persons may be deemed to
be underwriting compensation under the Securities
Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning
of the Securities Act.
For a period of 180 days after the Expiration Date
the Company will promptly send additional
copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of
Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including
the expenses of one counsel for the Holders of the
Securities)other than commissions or concessions of
any brokers or dealers and will indemnify the Holders
of the Securities (including any broker-dealers)
against certain liabilities, including liabilities
under the Securities Act.
ANNEX D
1
CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO
RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10
COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
Address:
If the undersigned is not a broker-dealer, the
undersigned represents that it is not engaged in, and
does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-
dealer that will receive Exchange Securities for its
own account in exchange for Initial Securities that
were acquired as a result of market-making activities
or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any
resale of such Exchange Securities; however, by so
acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act.
( ) In addition, the legend required by Item 502(e)
of Regulation S-K will appear on the back
cover page of the Exchange Offer prospectus.
(..continued)
13