exv4w8




Exhibit 4.8



 

 








CA, INC.

(formerly known as Computer Associates International, Inc.)




as Issuer




AND




U.S. BANK NATIONAL ASSOCIATION

(as successor to State Street Bank and Trust Company)




as Trustee





 







FIRST SUPPLEMENTAL INDENTURE




Dated as of November 19, 2009




to Indenture




Dated as of December 11, 2002





 







1 5/8% Convertible Senior Notes due 2009




 

 








 









 





     FIRST SUPPLEMENTAL INDENTURE, dated as of November 19, 2009, between CA, INC. (formerly known
as Computer Associates International, Inc.), a corporation duly organized and existing under the
laws of the State of Delaware, as Issuer (herein called the “Company”), having its principal office
at One CA Plaza, Islandia, New York 11749, and U.S. BANK NATIONAL ASSOCIATION (as successor to
State Street Bank and Trust Company), a national banking association having a corporate trust
office at One Federal Street, 3rd Floor, Boston, Massachusetts 02110, as trustee under
the Indenture referred to below (herein called the “Trustee”).



RECITALS OF THE COMPANY




     The Company has heretofore executed and delivered an Indenture, dated as of December 11, 2002
(the “Indenture”), to the Trustee providing for the issuance of an aggregate principal amount of
$460,000,000 of its 1 5/8% Convertible Senior Notes due 2009 (the “Securities”).



     The Company has authorized the Indenture to be amended for the purpose of clarifying that any
of the Securities surrendered by the Holder thereof for conversion under the Indenture after the
close of business on December 1, 2009 are not required to be accompanied by payment of an amount
equal to the interest otherwise payable on the date on which the principal of the Securities
becomes due and payable as therein provided.



     The Company desires to amend the Indenture for the purpose set forth above in accordance with
Section 9.01(viii) of the Indenture, which provides that the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental to the Indenture, in form satisfactory to the Trustee, for any purpose that
does not adversely affect in any material respect the rights of any Holder, and pursuant to Section
9.03 of the Indenture, the Trustee is authorized to execute and deliver any such indentures
supplemental, including this First Supplemental Indenture.



     NOW, THEREFORE, the Company and the Trustee agree as follows:



ARTICLE 1




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     SECTION 1.01.   Definitions. For all purposes of this First Supplemental Indenture,
except as otherwise expressly provided for or unless the context otherwise requires, capitalized
terms used but not defined herein shall have the respective meanings assigned to them in the
Indenture.



     SECTION 1.02.   Rules of Construction. Unless the context otherwise requires:



     (a) the recitals contained herein shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for their correctness;



1









 





     (b) the Article and Section headings herein are for convenience only and shall not
affect the construction hereof;



     (c) the words “herein” and “hereunder” and other words of similar import refer to this
First Supplemental Indenture as a whole and not to any particular Article, Section or other
subdivision;



     (d) “or” is not exclusive; and



     (e) the singular includes the plural and vice versa.



ARTICLE 2




AMENDMENT TO INDENTURE




     SECTION 2.01.   Amendment to Section 13.02. Section 13.02 of the Indenture is hereby amended by deleting the penultimate paragraph
thereof and inserting the following in lieu thereof:




     “All Securities or portions thereof surrendered for conversion during the
period from the close of business on the Regular Record Date for any Interest
Payment Date to the close of business on the Business Day next preceding the
following Interest Payment Date shall be accompanied by payment, in funds acceptable
to the Company, of an amount equal to the interest otherwise payable on such
Interest Payment Date on the Principal Amount being converted; provided, however,
that no such payment need be made with respect to any of the Securities converted
after the close of business on December 1, 2009 or if there shall exist at the time
of conversion a default in the payment of interest on the Securities. Except as
provided above in this Section 13.02, no payment or other adjustment shall be made
for interest accrued on any Securities converted or for dividends on any shares
issued upon the conversion of such Securities as provided in this Article.”



     SECTION 2.02.   Form of Securities. If the Company shall so determine, new Securities so modified as to conform, in the opinion
of the Trustee and the Company, to this First Supplemental Indenture may be prepared and executed
by the Company and authenticated and delivered by the Trustee in exchange for Outstanding
Securities.



ARTICLE 3




MISCELLANEOUS




     SECTION 3.01.   Successors and Assigns. All covenants and agreements in this First Supplemental Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.



2









 





     SECTION 3.02.   Separability Clause. In case any provision in this First Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     SECTION 3.03.   Benefits of First Supplemental Indenture. Nothing in this First Supplemental Indenture, express or implied, shall give to any Person,
other than the Company and the Trustee and their respective successors hereunder and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under this First
Supplemental Indenture.



     SECTION 3.04.   Governing Law. This First Supplemental Indenture shall be governed by and construed in accordance with the
laws of the State of New York.



     SECTION 3.05.   Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.



     SECTION 3.06.   Ratification of Indenture. The Indenture, as amended by this First Supplemental Indenture, is in all respects ratified
and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided.



3









 





     IN WITNESS WHEREOF, the Company and the Trustee have caused this First Supplemental Indenture
to be duly executed as of the date first written above.



	 	 	 	 	 
	 	CA, INC.,

as Issuer

 	 
	 	By:  	/s/ James Hodge
 	 
	 	 	Name:  	James Hodge 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Earl W. Dennison Jr.
 	 
	 	 	Name:  	Earl W. Dennison Jr. 	 
	 	 	Title:  	Vice President 	 
	 




4