EX-4.1



 




Exhibit
4.1




 

 






CA, INC.




AND




THE BANK OF NEW YORK




FIRST SUPPLEMENTAL INDENTURE




DATED AS OF NOVEMBER 30, 2007




SUPPLEMENT TO INDENTURE DATED AS OF NOVEMBER 18, 2004




 

 






 









 












          THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 30, 2007 (this “First Supplemental
Indenture”), to the Indenture, dated as of November 18, 2004, between CA, INC., a Delaware
corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, not in its
individual capacity but solely as trustee under the Indenture referred to below (the “Trustee”).




RECITALS:




          WHEREAS, the Company and the Trustee entered into an Indenture, dated as of November 18, 2004
(“Indenture”);




          WHEREAS, the Company has issued its 5.625% Senior Notes due 2014 (the “2014 Notes”)
pursuant to the Indenture;




          WHEREAS, Section 9.2 of the Indenture provides that the Indenture may be amended with the
written consent of the Holders of at least a majority in principal amount of the 2014 Notes for any
purpose other than the purposes set forth in Sections 9.2(i) through 9.2(viii) of the Indenture;




          WHEREAS, the Company, the Trustee, and Holders of at least a majority in principal amount of
the 2014 Notes, desire to amend the Indenture with respect to the 2014 Notes to (i) provide for the
Company to pay supplemental interest on the 2014 Notes over and above the 5.625% interest rate set
forth in the Security evidencing the 2014 Notes, at a rate of 0.50% per annum, thereby bringing the
total interest rate on the 2014 Notes to 6.125% per annum, from and including December 1, 2007 and
(ii) change all references in the Security evidencing the 2014 Notes to the title of the 2014 Notes
to “6.125% Senior Notes due 2014”;




          WHEREAS, by entering into this First Supplemental Indenture, the Company and the Trustee wish
to effect the amendments to the Indenture set forth above;




          WHEREAS, the amendments contained herein do not trigger any of the purposes set forth in
Sections 9.2(i) through 9.2(viii) of the Indenture;




          WHEREAS, the Trustee is executing and delivering this First Supplemental Indenture to satisfy
all requirements necessary to make this First Supplemental Indenture a valid instrument in
accordance with its terms:




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















 








ARTICLE I




DEFINITIONS




          SECTION 1.1 Definition of Terms. Unless the context otherwise requires (including for
purposes of the Recitals):




          a term defined in the Indenture has the same meaning when used in this First
Supplemental Indenture unless otherwise specified herein;




          a term defined anywhere in this First Supplemental Indenture has the same meaning
throughout;




          the singular includes the plural and vice versa; and




          headings are for convenience of reference only and do not affect interpretation.




ARTICLE II




AMENDMENTS TO INDENTURE




     SECTION 2.1 Supplemental Interest on the 2014 Notes. The Company agrees to pay supplemental
interest on the 2014 Notes, over and above the 5.625% interest rate set forth in the Security
evidencing the 2014 Notes, at a rate of 0.50% per annum, thereby bringing the total interest rate
on the 2014 Notes to 6.125% per annum, from and including December 1, 2007 so long as the 2014
Notes are outstanding, such supplemental interest to be paid in accordance with the terms of this
Indenture.



     SECTION 2.2 Effect of Future Amendment to 2014 Note. If the Company amends or exchanges the
Security evidencing the 2014 Notes (the “Original Security”) to provide a new and substantially
similar Security (the “New Security”) bearing an interest rate of 6.125% per annum in lieu of the
Original Security, supplemental interest shall no longer be payable on such New Security.



     SECTION 2.3 Change of Title of Security. All references to the 5.625% Senior Notes due 2014 in
the Indenture are hereby changed to “6.125% Senior Notes due 2014”.




2









 








ARTICLE III




MISCELLANEOUS




     SECTION 3.1 Effectiveness. This First Supplemental Indenture will become effective upon the
occurrence of both (i) the execution and delivery of this First Supplemental Indenture, and (ii)
the approval by Justice Ramos of the Commercial Division of the New York Supreme Court of the
Stipulation of Dismissal with Prejudice, in the form annexed as Exhibit C to the Agreement, dated
as of December 21, 2007, by and between CA, Inc., f/k/a Computer Associates International, Inc. on
the one hand, and The Bank of New York, solely in its capacity as Indenture Trustee on behalf of
all Holders of 5.625% Senior Notes Due 2014 of CA, Inc., and the other parties thereto, on the
other hand.



     SECTION 3.2 Successors and Assigns. All of the covenants, promises, stipulations and
agreements of the Company contained in the Indenture, as supplemented and amended by this First
Supplemental Indenture, will bind the Company and its successors and assigns and will inure to the
benefit of the Trustee and its successors and assigns.



     SECTION 3.3 Effect of Recitals. The recitals in this First Supplemental Indenture are made
by the Company and not by the Trustee, and the Trustee shall not be responsible for the
validity or sufficiency of this First Supplemental Indenture.



     SECTION 3.4 Ratification of Indenture. The Indenture as supplemented 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.



     SECTION 3.5 Due Authorization; Binding Nature. Each party hereto represents and warrants that
this First Supplemental Indenture has been duly authorized, executed and delivered by such party.
The Company further represents that this First Supplemental Indenture constitutes a valid and
binding agreement of the Company.



     SECTION 3.6 Governing Law.



          THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.




     SECTION 3.7 Counterparts.



          This First Supplemental Indenture may be executed in any number of separate counterparts each
of which shall be an original; but such separate counterparts shall together constitute but one and
the same instrument.




3









 





          IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed by their respective officers thereunto duly authorized, as of the day and year first
above written.




	 	 	 	 	 
	 	CA, INC.

 	 
	 	By:  	/s/
Nancy E. Cooper
 	 
	 	 	Name:  	Nancy Cooper  	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK,
 as Trustee

 	 
	 	By:  	/s/ Geovanni Barris
	 
	 	 	Name:  	Geovanni Barris  	 
	 	 	Title:  	Vice President 	 
	 




4