EX-99.1 2 0002.txt FIRST AMENDMENT FIRST AMENDMENT, dated as of January 18, 2001 (this "Amendment"), to the $1,300,000,000 Amended and Restated Credit Agreement, dated as of May 24, 2000 (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 10.1(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, 2000" 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 10.2. Section 10.2 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 9 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 that 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 $1,300,000,000 Amended and Restated Credit Agreement, dated as of May 24, 2000 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 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 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 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 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 KBC BANK NV By:/s/ Robert M. Surdam, Jr. Title: Vice President By:/s/ Robert Snauffer Title: First Vice President 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 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 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 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