EXHIBIT 10.1



 





CREDIT AGREEMENT




Dated as of December 2, 2004




          COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware corporation (the
“Borrower”), the banks and other financial institutions (the “Banks”) and
issuers of letters of credit (“Initial Issuing Banks”) listed on the signature
pages hereof, BANK OF AMERICA, N.A. (“BofA”), CITICORP NORTH AMERICA, INC.
(“CNAI”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as co-administrative agents,
BANC OF AMERICA SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN
SECURITIES INC., as joint lead arrangers and joint bookrunners, and CNAI, as
paying agent (the “Agent”) for the Lenders (as hereinafter defined), agree as
follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




          SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):




     “Advance” means an advance by a Lender to the Borrower as part of a
Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate
Advance (each of which shall be a “Type” of Advance).




     “Affiliate” means, as to any Person, any other Person that, directly
or indirectly, controls, is controlled by or is under common control with
such Person or, in each case in which “Affiliate” is used in relation to
the Borrower, is a director or officer of such Person. For purposes of
this definition, the term “control” (including the terms “controlling”,
“controlled by” and “under common control with”) of a Person means the
possession, direct or indirect, of the power to vote, in each case in
which “Affiliate” is used in relation to the Borrower, 10% or more of the
Voting Stock or, in each case in which “Affiliate” is used in relation to
a Lender or the Agent, a majority of the Voting Stock of such Person or
to direct or cause the direction of the management and policies of such
Person, whether through the ownership of Voting Stock, by contract or
otherwise.




     “Agent’s Account” means (a) in the case of Advances denominated in
Dollars, the account of the Agent maintained by the Agent at Citibank at
its office at Two Penns Way, New Castle, Delaware 19720, Account No.
36852248, Attention: Bank Loan Syndications, (b) in the case of Advances
denominated in any Committed Currency, the account of the Sub-Agent
designated in writing from time to time by the Agent to the Borrower and
the Lenders for such purpose and (c) in any such case, such other account
of the Agent as is designated in writing from time to time by the Agent
to the Borrower and the Lenders for such purpose.




     “Applicable Lending Office” means, with respect to each Lender, such
Lender’s Domestic Lending Office in the case of a Base Rate Advance and
such Lender’s Eurocurrency Lending Office in the case of a Eurocurrency
Rate Advance.




     “Applicable Margin” means, as of any date for each of Base Rate
Advances and Eurocurrency Rate Advances, a percentage per annum
determined by reference to the Public Debt Rating in effect on such date
as set forth below:



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	Public Debt Rating	 	Applicable Margin for	 	Applicable Margin for
	S&P/Moody’s
	 	Base Rate Advances
	 	Eurocurrency Rate Advances

	Level 1
	 	 	 	 	 	 	 	 
	BBB+/Baa1
	 	 	0.000	%	 	 	0.500	%
	Level 2
	 	 	 	 	 	 	 	 
	BBB/Baa2
	 	 	0.000	%	 	 	0.600	%
	Level 3
	 	 	 	 	 	 	 	 
	BBB-/Baa3
	 	 	0.000	%	 	 	0.700	%
	Level 4
	 	 	 	 	 	 	 	 
	BB+/Ba1
	 	 	0.025	%	 	 	1.025	%
	Level 5
	 	 	 	 	 	 	 	 
	Lower than Level 4
	 	 	0.325	%	 	 	1.325	%









     “Applicable Percentage” means, as of any date, a percentage per
annum determined by reference to the Public Debt Rating in effect on such
date as set forth below:



	 	 	 	 	 
	Public Debt Rating	 	Applicable
	S&P/Moody’s 
	 	Percentage

	Level 1
	 	 	 	 
	BBB+/Baa1
	 	 	0.125	%
	Level 2
	 	 	 	 
	BBB/Baa2
	 	 	0.150	%
	Level 3
	 	 	 	 
	BBB-/Baa3
	 	 	0.175	%
	Level 4
	 	 	 	 
	BB+/Ba1
	 	 	0.225	%
	Level 5
	 	 	 	 
	Lower than Level 4
	 	 	0.300	%









     “Applicable Utilization Fee” means, as of any date that the sum of
the aggregate principal amount of the Advances plus the aggregate
Available Amount of Letters of Credit then outstanding exceed 50% of the
aggregate Commitments, a percentage per annum determined by reference to
the Public Debt Rating in effect on such date as set forth below:



	 	 	 	 	 
	Public Debt Rating	 	Applicable
	S&P/Moody’s
	 	Utilization Fee

	Level 1
	 	 	 	 
	BBB+/Baa1
	 	 	0.125	%
	Level 2
	 	 	 	 
	BBB/Baa2
	 	 	0.125	%
	Level 3
	 	 	 	 
	BBB-/Baa3
	 	 	0.125	%
	Level 4
	 	 	 	 
	BB+/Ba1
	 	 	0.125	%
	Level 5
	 	 	 	 
	Lower than Level 4
	 	 	0.250	%









     “Approved Fund” means any Person (other than a natural person) that
is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course of its



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 business and that is administered or managed by (x) a Lender, (y) an
Affiliate of a Lender or (z) an entity or an Affiliate of an entity that
administers or manages a Lender.




     “Assignment and Acceptance” means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the
Agent, in substantially the form of Exhibit C hereto, or any other form
acceptable to the Agent.




     “Assuming Lender” has the meaning specified in Section 2.18(c).




     “Assumption Agreement” has the meaning specified in Section 2.18(c).




     “Available Amount” of any Letter of Credit means, at any time, the
maximum amount available to be drawn under such Letter of Credit at such
time (assuming compliance at such time with all conditions to drawing).




     “Base Rate” means a fluctuating interest rate per annum in effect
from time to time, which rate per annum shall at all times be equal to
the higher of:




     (a) the rate of interest announced publicly by Citibank in New
York, New York, from time to time, as Citibank’s base rate; and




     (b) 1/2 of one percent per annum above the Federal Funds
Rate.




     “Base Rate Advance” means an Advance denominated in Dollars that
bears interest as provided in Section 2.07(a)(i).




     “Borrowing” means a borrowing consisting of simultaneous Advances of
the same Type, in the same currency and for the same tenor made by each
of the Lenders pursuant to Section 2.01.




     “Borrowing Minimum” means, in respect of Advances denominated in
Dollars, $10,000,000, in respect of Advances denominated in Sterling,
£10,000,000, and, in respect of Advances denominated in Euros,
€10,000,000.




     “Borrowing Multiple” means, in respect of Advances denominated in
Dollars, $1,000,000 in respect of Advances denominated in Sterling,
£1,000,000, and, in respect of Advances denominated in Euros, €1,000,000.




     “Business Day” means a day of the year on which banks are not
required or authorized by law to close in New York City and, if the
applicable Business Day relates to any Eurocurrency Rate Advances, on
which dealings are carried on in the London interbank market and banks
are open for business in London and in the country of issue of the
currency of such Eurocurrency Rate Advance (or, in the case of an Advance
denominated in Euros, on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System is open).




     “Citibank” means Citibank, N.A.




     “Commitment” means a Revolving Credit Commitment or a Letter of
Credit Commitment.




     “Commitment Date” has the meaning specified in Section 2.19(b).




     “Commitment Increase” has the meaning specified in Section 2.19(a).



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     “Committed Currencies” means lawful currency of the United Kingdom
of Great Britain and Northern Ireland and Euros.




     “Confidential Information” means information that the Borrower or
its advisors or agents furnishes to the Agent or any Lender in a writing
designated as confidential, but does not include any such information
that is or becomes generally available to the public (other than as a
breach of Section 8.08) or that is or becomes available to the Agent or
such Lender on a non-confidential basis from a source other than the
Borrower or its advisors or agents; provided that such source is not
known by the Agent or such Lender to be bound by a confidentiality
agreement or other obligations of secrecy to the Borrower or another
party.




     “Consenting Lender” has the meaning specified in Section 2.18(b).




     “Consolidated” refers to the consolidation of accounts in accordance
with generally accepted accounting principles.




     “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 Subsidiaries for such period plus (b) Consolidated
Interest Expense for such period.




     “Consolidated Interest Expense” means, for any period, the sum of
interest payable on, and amortization of debt discount in respect of, all
Debt of the Borrower and its Subsidiaries during such period.




     “Convert”, “Conversion” and “Converted” each refers to a conversion
of Advances of one Type into Advances of the other Type pursuant to
Section 2.08 or 2.09.




     “Debt” of any Person means, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) all obligations of
such Person for the deferred purchase price of property or services
(other than trade payables not overdue incurred in the ordinary course of
such Person’s business), (c) all obligations of such Person evidenced by
notes, bonds, debentures or other similar instruments, (d) all
obligations of such Person created or arising under any conditional sale
or other title retention agreement with respect to property acquired by
such Person (even though the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession
or sale of such property), (e) all obligations of such Person as lessee
under leases that have been or should be, in accordance with GAAP,
recorded as capital leases, (f) all non-contingent obligations of such
Person in respect of acceptances, letters of credit or similar extensions
of credit, (g) all obligations of such Person in respect of Hedge
Agreements, (h) all Debt of others referred to in clauses (a) through (g)
above or clause (i) below guaranteed directly or indirectly in any manner
by such Person, or in effect guaranteed directly or indirectly by such
Person through an agreement (1) to pay or purchase such Debt or to
advance or supply funds for the payment or purchase of such Debt, (2) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or
sell services, primarily for the purpose of enabling the debtor to make
payment of such Debt or to assure the holder of such Debt against loss,
(3) to supply funds to or in any other manner invest in the debtor
(including any agreement to pay for property or services irrespective of
whether such property is received or such services are rendered) or (4)
otherwise to assure a creditor against loss, and (i) all Debt referred to
in clauses (a) through (h) above secured by (or for which the holder of
such Debt has an existing, non-contingent right to be secured by) any
Lien on property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or
become liable for the payment of such Debt.




     “Debt for Borrowed Money” means Debt of the types described in
clauses (a) though (f) of the definition of “Debt”.




     “Default” means any Event of Default or any event that would
constitute an Event of Default but for the requirement that notice be
given or time elapse or both.



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     “Disclosed Litigation” has the meaning specified in Section 3.01(b).




     “Dollars” and the “$” sign each means lawful currency of the United
States of America.




     “Domestic Lending Office” means, with respect to any Lender, the
office of such Lender specified as its “Domestic Lending Office” opposite
its name on Schedule I hereto or in the Assumption Agreement or the
Assignment and Acceptance pursuant to which it became a Lender, or such
other office of such Lender as such Lender may from time to time specify
in writing to the Borrower and the Agent.




     “Effective Date” has the meaning specified in Section 3.01.




     “Eligible Assignee” means (i) a Lender; (ii) an Affiliate of a
Lender; (iii) an Approved Fund; and (iv) any other Person approved in
writing by the Agent, each Issuing Bank and, unless an Event of Default
has occurred and is continuing at the time any assignment is effected in
accordance with Section 8.07, the Borrower, such approvals not to be
unreasonably withheld or delayed; provided, however, that neither the
Borrower nor an Affiliate of the Borrower shall qualify as an Eligible
Assignee.




     “Environmental Action” means any action, suit, demand, demand
letter, claim, notice of non-compliance or violation, notice of liability
or potential liability, investigation, proceeding, consent order or
consent agreement relating in any way to any Environmental Law,
Environmental Permit or Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment,
including, without limitation, (a) by any governmental or regulatory
authority for enforcement, cleanup, removal, response, remedial or other
actions or damages and (b) by any governmental or regulatory authority or
any third party for damages, contribution, indemnification, cost
recovery, compensation or injunctive relief.




     “Environmental Law” means any federal, state, local or foreign
statute, law, ordinance, rule, regulation, code, order, judgment, decree
or judicial or agency interpretation, policy or guidance relating to
pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use,
handling, transportation, treatment, storage, disposal, release or
discharge of Hazardous Materials.




     “Environmental Permit” means any permit, approval, identification
number, license or other authorization required under any Environmental
Law.




     “Equivalent” in Dollars of any Committed Currency on any date means
the equivalent in Dollars of such Committed Currency determined by using
the quoted spot rate at which the Sub-Agent’s principal office in London
offers to exchange Dollars for such Committed Currency in London prior to
4:00 P.M. (London time) (unless otherwise indicated by the terms of this
Agreement) on such date as is required pursuant to the terms of this
Agreement, and the “Equivalent” in any Committed Currency of Dollars
means the equivalent in such Committed Currency of Dollars determined by
using the quoted spot rate at which the Sub-Agent’s principal office in
London offers to exchange such Committed Currency for Dollars in London
prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms
of this Agreement) on such date as is required pursuant to the terms of
this Agreement.




     “ERISA” means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings
issued thereunder.




     “ERISA Affiliate” means any Person that for purposes of Title IV of
ERISA is a member of the Borrower’s controlled group, or under common
control with the Borrower, within the meaning of Section 414 of the
Internal Revenue Code.




     “ERISA Event” means (a) (i) the occurrence of a reportable event,
within the meaning of Section 4043 of ERISA, with respect to any Plan
unless the 30-day notice requirement with respect to such event has been
waived by the PBGC, or (ii) the requirements of subsection (1) of Section
4043(b) of



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 ERISA (without regard to subsection (2) of such Section) are met
with respect to a contributing sponsor, as defined in Section 4001(a)(13)
of ERISA, of a Plan, and an event described in paragraph (9), (10), (11),
(12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur
with respect to such Plan within the following 30 days (unless the 30-day
notice requirement with respect to such event has been waived by the
PBGC); (b) the application for a minimum funding waiver with respect to a
Plan; (c) the provision by the administrator of any Plan of a notice of
intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA
(including any such notice with respect to a plan amendment referred to
in Section 4041(e) of ERISA); (d) the cessation of operations at a
facility of the Borrower or any ERISA Affiliate in the circumstances
described in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower
or any ERISA Affiliate from a Multiple Employer Plan during a plan year
for which it was a substantial employer, as defined in Section 4001(a)(2)
of ERISA; (f) the conditions for the imposition of a lien under Section
302(f) of ERISA shall have been met with respect to any Plan; (g) the
adoption of an amendment to a Plan requiring the provision of security to
such Plan pursuant to Section 307 of ERISA; or (h) the institution by the
PBGC of proceedings to terminate a Plan pursuant to Section 4042 of
ERISA, or the occurrence of any event or condition described in Section
4042 of ERISA that constitutes grounds for the termination of, or the
appointment of a trustee to administer, a Plan; provided, however, that
no event described in (c), (d) or (e) shall be an ERISA Event if no later
than 10 days prior to such event the Borrower has provided the Agent with
the information that would be required to be furnished to the PBGC
pursuant to Section 4041(b)(2)(A) of ERISA and such information
demonstrates to the reasonable satisfaction of the Agent that if the
relevant Plan were terminated as of the date of such event would be
eligible to be treated as a standard termination under Section 4041(b) of
ERISA.




     “EURIBO Rate” means, for any Interest Period for each Eurocurrency
Rate Advance comprising part of the same Borrowing and denominated in
Euros, the rate appearing on Page 248 of the Moneyline Telerate Service
(or on any successor or substitute page of such Service, or any successor
to or substitute for such Service, providing rate quotations comparable
to those currently provided on such page of such Service, as determined
by the Agent from time to time for purposes of providing quotations of
interest rates applicable to deposits in Euros by reference to the
Banking Federation of the European Union Settlement Rates for deposits in
Euros) at approximately 10:00 a.m., London time, two Business Days prior
to the commencement of such Interest Period, as the rate for deposits in
Euros, with a maturity comparable to such Interest Period or, if for any
reason such rate is not available, the average (rounded upward to the
nearest whole multiple of 1/100 of 1% per annum, if such average is not
such a multiple) of the respective rates per annum at which deposits in
Euros are offered by the principal office of each of the Reference Banks
in London, England to prime banks in the London interbank market at 11:00
A.M. (London time) two Business Days before the first day of such
Interest Period in an amount substantially equal to such Reference Bank’s
(or such Reference Bank’s Affiliate’s) Eurocurrency Rate Advance
comprising part of such Borrowing to be outstanding during such Interest
Period and for a period equal to such Interest Period (subject, however,
to the provisions of Section 2.08).




     “Euro” means the lawful currency of the European Union as
constituted by the Treaty of Rome which established the European
Community, as such treaty may be amended from time to time and as
referred to in the EMU legislation.




     “Eurocurrency Lending Office” means, with respect to any Lender, the
office of such Lender specified as its “Eurocurrency Lending Office”
opposite its name on Schedule I hereto or in the Assumption Agreement or
the Assignment and Acceptance pursuant to which it became a Lender (or,
if no such office is specified, its Domestic Lending Office), or such
other office of such Lender as such Lender may from time to time specify
in writing to the Borrower and the Agent.




     “Eurocurrency Liabilities” has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as
in effect from time to time.




     “Eurocurrency Rate” means, for any Interest Period for each
Eurocurrency Rate Advance comprising part of the same Borrowing, an
interest rate per annum equal to the rate per annum obtained by



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 dividing (a)(i) in the case of any Advance denominated in Dollars or
any Committed Currency other than Euros, the rate per annum (rounded
upward to the nearest whole multiple of 1/100 of 1% per annum) appearing
on Moneyline Telerate Markets Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars or the applicable
Committed Currency at approximately 11:00 A.M. (London time) two Business
Days prior to the first day of such Interest Period for a term comparable
to such Interest Period or, if for any reason such rate is not available
(but subject to the provisions of Section 2.08), the average (rounded
upward to the nearest whole multiple of 1/100 of 1% per annum, if such
average is not such a multiple) of the rate per annum at which deposits
in Dollars or the applicable Committed Currency is offered by the
principal office of each of the Reference Banks in London, England to
prime banks in the London interbank market at 11:00 A.M. (London time)
two Business Days before the first day of such Interest Period in an
amount substantially equal to such Reference Bank’s (or such Reference
Bank’s Affiliate’s) Eurocurrency Rate Advance comprising part of such
Borrowing to be outstanding during such Interest Period and for a period
equal to such Interest Period or, (ii) in the case of any Advance
denominated in Euros, the EURIBO Rate by (b) a percentage equal to 100%
minus the Eurocurrency Rate Reserve Percentage for such Interest Period.




     “Eurocurrency Rate Advance” means an Advance denominated in Dollars
or a Committed Currency that bears interest as provided in Section
2.07(a)(ii).




     “Eurocurrency Rate Reserve Percentage” for any Interest Period for
all Eurocurrency Rate Advances comprising part of the same Borrowing
means the reserve percentage applicable two Business Days before the
first day of such Interest Period under regulations issued from time to
time by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including,
without limitation, any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System in New York
City with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities (or with respect to any other category of
liabilities that includes deposits by reference to which the interest
rate on Eurocurrency Rate Advances is determined) having a term equal to
such Interest Period.




     “Events of Default” has the meaning specified in Section 6.01.




     “Extension Date” has the meaning specified in Section 2.18(b).




     “Federal Funds Rate” means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the
next preceding Business Day) by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day that is a Business Day, the
average of the quotations for such day on such transactions received by
the Agent from three Federal funds brokers of recognized standing
selected by it.




     “GAAP” has the meaning specified in Section 1.03.




     “Hazardous Materials” means (a) petroleum and petroleum products,
byproducts or breakdown products, radioactive materials,
asbestos-containing materials, polychlorinated biphenyls and radon gas
and (b) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or
contaminant under any Environmental Law.




     “Hedge Agreement” means any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of
these transactions; provided that no phantom stock or similar plan
providing for payments only on account of services provided by current or
former directors, officers, employees or consultants of the Borrower or



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 the Subsidiaries shall be a Hedge Agreement; and provided, further,
that no call-spread transaction in connection with the issuance of any
convertible securities shall be a Hedge Agreement.




     “Increase Date” has the meaning specified in Section 2.19(a).




     “Increasing Lender” has the meaning specified in Section 2.19(b).




     “Interest Period” means, for each Eurocurrency Rate Advance
comprising part of the same Borrowing, the period commencing on the date
of such Eurocurrency Rate Advance or the date of the Conversion of any
Base Rate Advance into such Eurocurrency Rate Advance and ending on the
last day of the period selected by the Borrower pursuant to the
provisions below and, thereafter, each subsequent period commencing on
the last day of the immediately preceding Interest Period and ending on
the last day of the period selected by the Borrower pursuant to the
provisions below. The duration of each such Interest Period shall be
one, two, three, six, nine or twelve months, as the Borrower may, upon
notice received by the Agent not later than 11:00 A.M. (New York City
time) on the third Business Day prior to the first day of such Interest
Period, select; provided, however, that:




     (a) the Borrower may not select any Interest Period that ends
after the earliest Termination Date;




     (b) Interest Periods commencing on the same date for
Eurocurrency Rate Advances comprising part of the same Borrowing
shall be of the same duration;




     (c) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of
such Interest Period shall be extended to occur on the next
succeeding Business Day, provided, however, that, if such extension
would cause the last day of such Interest Period to occur in the
next following calendar month, the last day of such Interest Period
shall occur on the next preceding Business Day; and




     (d) whenever the first day of any Interest Period occurs on a
day of an initial calendar month for which there is no numerically
corresponding day in the calendar month that succeeds such initial
calendar month by the number of months in such Interest Period,
such Interest Period shall end on the last Business Day of such
succeeding calendar month.




     “Internal Revenue Code” means the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and rulings
issued thereunder.




     “issuance” with respect to any Letter of Credit means the issuance,
amendment, renewal or extension of such Letter of Credit.




     “Issuing Bank” means an Initial Issuing Bank or any Eligible
Assignee to which a portion of the Letter of Credit Commitment hereunder
has been assigned pursuant to Section 8.07 so long as such Eligible
Assignee expressly agrees to perform in accordance with their terms all
of the obligations that by the terms of this Agreement are required to be
performed by it as an Issuing Bank and notifies the Agent of its
Applicable Lending Office (which information shall be recorded by the
Agent in the Register), for so long as the Initial Issuing Bank or
Eligible Assignee, as the case may be, shall have a Letter of Credit
Commitment.




     “L/C Cash Collateral Account” means an interest bearing cash
collateral account to be established and maintained by the Agent, over
which the Agent shall have sole dominion and control, upon terms as may
be satisfactory to the Agent.




     “L/C Related Documents” has the meaning specified in Section
2.06(b)(i).



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     “Lenders” means the Banks, each Issuing Bank, each Assuming Lender
that shall become a party hereto pursuant to Section 2.18 or 2.19 and
each Eligible Assignee that shall become a party hereto pursuant to
Section 8.07.




     “Letter of Credit Agreement” has the meaning specified in Section
2.03(a).




     “Letter of Credit Commitment” means, with respect to the Initial
Issuing Bank, the amount set forth opposite the Initial Issuing Bank’s
name on the signature pages hereto under the caption “Letter of Credit
Commitment” or, if the Initial Issuing Bank has entered into one or more
Assignment and Acceptances, the amount set forth for such Issuing Bank in
the Register maintained by the Agent pursuant to Section 8.07(d) as such
Issuing Bank’s “Letter of Credit Commitment”, as such amount may be
reduced at or prior to such time pursuant to Section 2.05.




     “Letter of Credit Facility” means, at any time, an amount equal to
the lesser of (a) the aggregate amount of the Issuing Banks’ Letter of
Credit Commitments at such time and (b) $75,000,000, as such amount may
be reduced at or prior to such time pursuant to Section 2.05.




     “Letters of Credit” has the meaning specified in Section 2.01(b).




     “Lien” means any lien, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement,
including, without limitation, the lien or retained security title of a
conditional vendor and any easement, right of way or other encumbrance on
title to real property.




     “Liquidity Condition” has the meaning specified in Section 5.02(e).




     “Material Adverse Change” means any material adverse change in the
business, condition (financial or otherwise), operations or prospects of
the Borrower and its Subsidiaries taken as a whole.




     “Material Adverse Effect” means a material adverse effect on (a) the
business, condition (financial or otherwise), operations or prospects of
the Borrower and its Subsidiaries taken as a whole, (b) the rights and
remedies of the Agent or any Lender under this Agreement or any Note or
(c) the ability of the Borrower to perform its obligations under this
Agreement or any Note.




     “Material Subsidiary” of the Borrower means, at any time, any
Subsidiary of the Borrower having (a) assets with a value of not less
than 2% of the total value of the assets of the Borrower and its
Subsidiaries, taken as a whole or (b) Consolidated revenues not less than
2% of the Consolidated revenues of the Borrower and its Subsidiaries,
taken as a whole.




     “Moody’s” means Moody’s Investors Service, Inc.




     “Multiemployer Plan” means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
is making or accruing an obligation to make contributions, or has within
any of the preceding five plan years made or accrued an obligation to
make contributions.




     “Multiple Employer Plan” means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
Borrower or any ERISA Affiliate and at least one Person other than the
Borrower and the ERISA Affiliates or (b) was so maintained and in respect
of which the Borrower or any ERISA Affiliate could have liability under
Section 4064 or 4069 of ERISA in the event such plan has been or were to
be terminated.




     “Non-Consenting Lender” has the meaning specified in Section
2.18(b).



Computer Associates Credit Agreement 

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     “Note” means a promissory note of the Borrower payable to the order
of any Lender, delivered pursuant to a request made under Section 2.16 in
substantially the form of Exhibit A hereto, evidencing the aggregate
indebtedness of the Borrower to such Lender resulting from the Advances
made by such Lender.




     “Notice of Borrowing” has the meaning specified in Section 2.02(a).




     “Notice of Issuance” has the meaning specified in Section 2.03(a).




     “Payment Office” means, for any Committed Currency, such office of
Citibank as shall be from time to time selected by the Agent and notified
by the Agent to the Borrower and the Lenders.




     “PBGC” means the Pension Benefit Guaranty Corporation (or any
successor).




     “Permitted Liens” means (a) such of the following as to which no
enforcement, collection, execution, levy or foreclosure proceeding shall
have been commenced: (i) Liens for taxes, assessments and governmental
charges or levies to the extent not yet due and payable or not required
to be paid under Section 5.01(b); and (ii) pledges or deposits to secure
obligations under workers’ compensation laws, unemployment insurance,
social security or other laws or similar legislation or to secure public
or statutory obligations; (b) Liens imposed by law, such as
materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and
other similar Liens arising in the ordinary course of business securing
obligations that are not overdue for a period of more than 30 days (and,
if overdue by more than 30 days, are being contested in good faith and by
proper proceedings and as to which appropriate reserves are being
maintained) as to which no enforcement, collection, execution, levy or
foreclosure proceeding shall have been concluded in favor of the secured
party, (c) easements, rights of way and other encumbrances on title to
real property that do not render title to the property encumbered thereby
unmarketable or materially adversely affect the use of such property for
its present purposes and (d) judgment liens in respect of judgments that
do not constitute an Event of Default under Section 6.01(f).




     “Person” means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association,
joint venture, limited liability company or other entity, or a government
or any political subdivision or agency thereof.




     “Plan” means a Single Employer Plan or a Multiple Employer Plan.




     “Pro Rata Share” of any amount means, with respect to any Lender at
any time, the product of such amount times a fraction the numerator of
which is the amount of such Lender’s Revolving Credit Commitment at such
time (or, if the Revolving Credit Commitments shall have been terminated
pursuant to Section 2.05 or 6.01, such Lender’s Revolving Credit
Commitment as in effect immediately prior to such termination) and the
denominator of which is the aggregate amount of all Revolving Credit
Commitments at such time (or, if the Revolving Credit Commitments shall
have been terminated pursuant to Section 2.05 or 6.01, the aggregate
amount of all Revolving Credit Commitments as in effect immediately prior
to such termination).




     “Public Debt Rating” means, as of any date, the rating that has been
most recently announced by either S&P or Moody’s, as the case may be, for
any class of non-credit enhanced long-term senior unsecured debt issued
by the Borrower. For purposes of the foregoing, (a) if only one of S&P
and Moody’s shall have in effect a Public Debt Rating, the Applicable
Margin, the Applicable Percentage and the Applicable Utilization Fee
shall be determined by reference to the available rating; (b) if neither
S&P nor Moody’s shall have in effect a Public Debt Rating, the Applicable
Margin, the Applicable Percentage and the Applicable Utilization Fee will
be set in accordance with Level 5 under the definition of “Applicable
Margin”, “Applicable Percentage” or “Applicable Utilization Fee”, as the
case may be; (c) if the ratings established by S&P and Moody’s shall fall
within different levels, the Applicable Margin, the Applicable Percentage
and the Applicable Utilization Fee shall be based upon the higher rating
unless the such ratings differ by two or more levels, in which case the
applicable level will be deemed to be one level below the



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 higher of such levels; (d) if any rating established by S&P or
Moody’s shall be changed, such change shall be effective as of the date
on which such change is first announced publicly by the rating agency
making such change; and (e) if S&P or Moody’s shall change the basis on
which ratings are established, each reference to the Public Debt Rating
announced by S&P or Moody’s, as the case may be, shall refer to the then
equivalent rating by S&P or Moody’s, as the case may be.




     “Reference Banks” means BofA, Citibank and JPMCB.




     “Register” has the meaning specified in Section 8.07(d).




     “Required Lenders” means at any time Lenders owed over 50% of the
then aggregate unpaid principal amount (based on the Equivalent in
Dollars at such time) of the Advances owing to Lenders, or, if no such
principal amount is then outstanding, Lenders having at least a majority
in interest of the Revolving Credit Commitments.




     “Revolving Credit Commitment” means, with respect to any Lender at
any time, the amount set forth opposite such Lender’s name on the
signature pages hereto under the caption “Revolving Credit Commitment”
or, if such Lender has entered into one or more Assignment and
Acceptances, set forth for such Lender in the Register maintained by the
Agent pursuant to Section 8.07(d) as such Lender’s “Revolving Credit
Commitment”, as such amount may be reduced at or prior to such time
pursuant to Section 2.05 or increased pursuant to Sections 2.18(c) or
2.19.




     “S&P” means Standard & Poor’s, a division of The McGraw-Hill
Companies, Inc.




     “Single Employer Plan” means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
Borrower or any ERISA Affiliate and no Person other than the Borrower and
the ERISA Affiliates or (b) was so maintained and in respect of which the
Borrower or any ERISA Affiliate could have liability under Section 4069
of ERISA in the event such plan has been or were to be terminated.




     “Sub-Agent” means Citibank plc.




     “Subordinated Debt” means Debt that is subordinated by its terms in
right of payment to amounts owing under this Agreement.




     “Subsidiary” of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in
which) more than 50% of (a) the issued and outstanding capital stock
having ordinary voting power to elect a majority of the Board of
Directors of such corporation (irrespective of whether at the time
capital stock of any other class or classes of such corporation shall or
might have voting power upon the occurrence of any contingency), (b) the
interest in the capital or profits of such limited liability company,
partnership or joint venture or (c) the beneficial interest in such trust
or estate is at the time directly or indirectly owned or controlled by
such Person, by such Person and one or more of its other Subsidiaries or
by one or more of such Person’s other Subsidiaries.




     “Termination Date” means the earlier of (a) December 2, 2008,
subject to the extension thereof pursuant to Section 2.18 and (b) the
date of termination in whole of the Commitments pursuant to Section 2.05
or 6.01; provided, however, that the Termination Date of any Lender that
is a Non-Consenting Lender to any requested extension pursuant to Section
2.18 shall be the Termination Date in effect immediately prior to the
applicable Extension Date for all purposes of this Agreement.




     “Unused Commitment” means, with respect to each Lender at any time,
(a) such Lender’s Revolving Credit Commitment at such time minus (b) the
sum of (i) the aggregate principal amount of all Advances made by such
Lender (in its capacity as a Lender) and outstanding at such time, plus
(ii) such Lender’s Pro Rata Share of (A) the aggregate Available Amount
of all the Letters of Credit outstanding at



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 such time and (B) the aggregate principal amount of all Advances
made by each Issuing Bank pursuant to Section 2.03(c) that have not been
ratably funded by such Lender and outstanding at such time.




     “Voting Stock” means capital stock issued by a corporation, or
equivalent interests in any other Person, the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such
Person, even if the right so to vote has been suspended by the happening
of such a contingency.



          SECTION 1.02. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word “from” means “from and including” and the words “to” and “until” each
mean “to but excluding”.



          SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(e) (“GAAP”). If at any time
any change in generally accepted accounting principles would affect the
computation of any financial ratio or requirement set forth herein, and either
the Borrower or the Required Lenders shall so request, the Agent, the Lenders
and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
generally accepted accounting principles (subject to the approval of the
Borrower and the Required Lenders); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with GAAP and
(ii) the Borrower shall provide to the Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in
generally accepted accounting principles.



ARTICLE II




AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT




          SECTION 2.01. The Advances and Letters of Credit. (a) Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Advances to the Borrower from time to time on any Business Day during the
period from the Effective Date until the Termination Date in an aggregate
amount (based in respect of any Advances to be denominated in a Committed
Currency by reference to the Equivalent thereof in Dollars determined on the
date of delivery of the applicable Notice of Borrowing) not to exceed at any
time such Lender’s Unused Commitment at such time. Each Borrowing shall be in
an amount not less than the Borrowing Minimum or the Borrowing Multiple in
excess thereof and shall consist of Advances of the same Type and in the same
currency made on the same day by the Lenders ratably according to their
respective Revolving Credit Commitments. Within the limits of each Lender’s
Revolving Credit Commitment, the Borrower may borrow under this Section
2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section
2.01(a).



          (b) Letters of Credit. Each Issuing Bank agrees, on the terms and
conditions hereinafter set forth, to issue letters of credit (each, a “Letter
of Credit”) denominated in Dollars for the account of the Borrower from time to
time on any Business Day during the period from the Effective Date until 30
days before the Termination Date in an aggregate Available Amount (i) for all
Letters of Credit issued by each Issuing Bank not to exceed at any time the
lesser of (x) the Letter of Credit Facility at such time and (y) each Issuing
Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter
of Credit not to exceed an amount equal to the Unused Commitments of the
Lenders at such time. No Letter of Credit shall have an expiration date
(including all rights of the Borrower or the beneficiary to require renewal)
later than 10 Business Days before the Termination Date. Within the limits
referred to above, the Borrower may request the issuance of Letters of Credit
under this Section 2.01(b), repay any Advances resulting from drawings
thereunder pursuant to Section 2.03(c) and request the issuance of additional
Letters of Credit under this Section 2.01(b).



          SECTION 2.02. Making the Advances. (a) Except as otherwise provided in
Section 2.03(c), each Borrowing shall be made on notice, given not later than
(x) 11:00 A.M. (New York City time) on the third Business Day prior to the
date of the proposed Borrowing in the case of a Borrowing consisting of
Eurocurrency



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Rate Advances denominated in Dollars, (y) 4:00 P.M. (London time)
on the third Business Day prior to the date of the proposed Borrowing in the
case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any
Committed Currency, or (z) 11:00 A.M. (New York City time) on the date of the
proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances,
by the Borrower to the Agent (and, in the case of a Borrowing consisting of
Eurocurrency Rate Advances, simultaneously to the Sub-Agent), which shall give
to each Lender prompt notice thereof by telecopier. Each such notice of a
Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed
immediately in writing, or telecopier in substantially the form of Exhibit B
hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type
of Advances comprising such Borrowing, (iii) aggregate amount of such
Borrowing, and (iv) in the case of a Borrowing consisting of Eurocurrency Rate
Advances, initial Interest Period and currency for each such Advance. Each
Lender shall, before 1:00 P.M. (New York City time) on the date of such
Borrowing, in the case of a Borrowing consisting of Advances denominated in
Dollars, and before 11:00 A.M. (London time) on the date of such Borrowing, in
the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in
any Committed Currency, make available for the account of its Applicable
Lending Office to the Agent at the applicable Agent’s Account, in same day
funds, such Lender’s ratable portion of such Borrowing. After the Agent’s
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Section 3.02, the Agent will make such funds available to the Borrower
in same day funds on the date of such Borrowing at the Agent’s address referred
to in Section 8.02 or at the applicable Payment Office, as the case may be.




          (b) Anything in subsection (a) above to the contrary notwithstanding, (i)
the Borrower may not select Eurocurrency Rate Advances for any Borrowing if the
aggregate amount of such Borrowing is less than the Borrowing Minimum or if the
obligation of the Lenders to make Eurocurrency Rate Advances for the requested
currency shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the
Eurocurrency Rate Advances may not be outstanding as part of more than ten
separate Borrowings.



          (c) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of Eurocurrency Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date specified in such
Notice of Borrowing for such Borrowing the applicable conditions set forth in
Article III, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing when such Advance,
as a result of such failure, is not made on such date.



          (d) Unless the Agent shall have received notice from a Lender prior to the
time of any Borrowing that such Lender will not make available to the Agent
such Lender’s ratable portion of such Borrowing, the Agent may assume that such
Lender has made such portion available to the Agent on the date of such
Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not
have so made such ratable portion available to the Agent, such Lender and the
Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Agent, at (i) in the case of the Borrower, the higher of (A) the
interest rate applicable at the time to Advances comprising such Borrowing and
(B) the cost of funds incurred by the Agent in respect of such amount and (ii)
in the case of such Lender, (A) the Federal Funds Rate in the case of Advances
denominated in Dollars or (B) the cost of funds incurred by the Agent in
respect of such amount in the case of Advances denominated in Committed
Currencies. If such Lender shall repay to the Agent such corresponding amount,
such amount so repaid shall constitute such Lender’s Advance as part of such
Borrowing for purposes of this Agreement.



          (e) The failure of any Lender to make the Advance to be made by it as part
of any Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make its Advance on the date of such Borrowing, but no Lender
shall be responsible for the failure of any other Lender to make the Advance to
be made by such other Lender on the date of any Borrowing.



          SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of
Credit.
(a) Request for Issuance. (i) Each Letter of Credit shall be issued upon
notice, given not later than 11:00 A.M. (New York City time) on the fifth
Business Day prior to the date of the proposed issuance of such Letter of
Credit



Computer Associates Credit Agreement 

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(or on such shorter notice as the applicable Issuing Bank may agree), by
the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent,
prompt notice thereof by telecopier. Each such notice of issuance of a Letter
of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately
in writing, or telecopier, specifying therein the requested (A) date of such
issuance (which shall be a Business Day), (B) Available Amount of such Letter
of Credit, (C) expiration date of such Letter of Credit (which shall not be
later than the earlier of (x) one year after the issuance thereof (provided
that any such Letter of Credit may provide for renewal thereof for additional
periods (which shall in no event extend past the date in clause (y) hereof))
and (y) 10 Business Days prior to the earliest Termination Date), (D) name and
address of the beneficiary of such Letter of Credit and (E) form of such Letter
of Credit, and shall be accompanied by such customary application and agreement
for letter of credit as such Issuing Bank may specify to the Borrower for use
in connection with such requested Letter of Credit (a “Letter of Credit
Agreement”). If the requested form of such Letter of Credit is acceptable to
such Issuing Bank in its sole discretion, such Issuing Bank will, unless it has
received written notice from any Lender, the Agent or the Borrower, at least
one Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained
in Article III shall not be satisfied, upon fulfillment of the applicable
conditions set forth in Article III, make such Letter of Credit available to
the Borrower at its office referred to in Section 8.02 or as otherwise agreed
with the Borrower in connection with such issuance. In the event and to the
extent that the provisions of any Letter of Credit Agreement shall conflict
with this Agreement, the provisions of this Agreement shall govern.




          (b) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Lenders,
subject to Section 2.19(e), such Issuing Bank hereby grants to each Lender, and
each Lender hereby acquires from such Issuing Bank, a participation in such
Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount
available to be drawn under such Letter of Credit. The Borrower hereby agrees
to each such participation. In consideration and in furtherance of the
foregoing, each Lender hereby absolutely and unconditionally agrees to pay to
the Agent, for the account of such Issuing Bank, such Lender’s Pro Rata Share
of each drawing made under a Letter of Credit funded by such Issuing Bank and
not reimbursed by the Borrower on the date made, or of any reimbursement
payment required to be refunded to the Borrower for any reason. To the extent
of its Revolving Credit Commitment, each Lender acknowledges and agrees that
its obligation to acquire participations pursuant to this paragraph in respect
of Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including any amendment, renewal or extension of
any Letter of Credit or the occurrence and continuance of a Default or
reduction or termination of the aggregate Revolving Credit Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.



          (c) Drawing and Reimbursement. The payment by an Issuing Bank of a draft
drawn under any Letter of Credit shall constitute for all purposes of this
Agreement the making by any such Issuing Bank of an Advance, which shall be a
Base Rate Advance, in the amount of such draft. Each Issuing Bank shall give
prompt notice (and such Issuing Bank will use its commercially reasonable
efforts to deliver such notice within one Business Day) of each drawing under
any Letter of Credit issued by it to the Borrower and the Agent. Upon written
demand by such Issuing Bank, with a copy of such demand to the Agent, subject
to Section 2.19(e), each Lender shall pay to the Agent such Lender’s Pro Rata
Share of such outstanding Advance, by making available for the account of its
Applicable Lending Office to the Agent for the account of such Issuing Bank, by
deposit to the Agent’s Account, in same day funds, an amount equal to the
portion of the outstanding principal amount of such Advance to be funded by
such Lender. Promptly after receipt thereof, the Agent shall transfer such
funds to such Issuing Bank. Each Lender agrees to fund its Pro Rata Share of
an outstanding Advance on (i) the Business Day on which demand therefor is made
by such Issuing Bank, provided that notice of such demand is given not later
than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first
Business Day next succeeding such demand if notice of such demand is given
after such time. If and to the extent that any Lender shall not have so made
the amount of such Advance available to the Agent, such Lender agrees to pay to
the Agent forthwith on demand such amount together with interest thereon, for
each day from the date of demand by any such Issuing Bank until the date such
amount is paid to the Agent, at the Federal Funds Rate for its account or the
account of such
Issuing Bank, as applicable. If such Lender shall pay to the Agent such
amount for the account of any such Issuing Bank on any Business Day, such
amount so paid in respect of principal shall constitute an Advance made by such
Lender on such Business Day for purposes of this Agreement, and the outstanding
principal amount of the Advance made by such Issuing Bank shall be reduced by
such amount on such Business Day.



Computer Associates Credit Agreement 

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          (d) Letter of Credit Reports. Each Issuing Bank shall furnish (A) to the
Agent on the first Business Day of each week a written report summarizing
issuance and expiration dates of Letters of Credit issued by such Issuing Bank
during the previous week and drawings during such week under all Letters of
Credit issued by such Issuing Bank, (B) to each Lender on the first Business
Day of each month a written report summarizing issuance and expiration dates of
Letters of Credit issued by such Issuing Bank during the preceding month and
drawings during such month under all Letters of Credit issued by such Issuing
Bank and (C) to the Agent and each Lender on the first Business Day of each
calendar quarter a written report setting forth the average daily aggregate
Available Amount during the preceding calendar quarter of all Letters of Credit
issued by such Issuing Bank.



          (e) Failure to Make Advances. The failure of any Lender to make the
Advance to be made by it on the date specified in Section 2.03(c) shall not
relieve any other Lender of its obligation hereunder to make its Advance on
such date, but no Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender on such date.



          SECTION 2.04. Fees. (a) Facility Fee. The Borrower agrees to pay to
the Agent for the account of each Lender a facility fee on the aggregate amount
of such Lender’s Revolving Credit Commitment from the date hereof in the case
of each Bank and from the effective date specified in the Assumption Agreement
or in the Assignment and Acceptance pursuant to which it became a Lender in the
case of each other Lender at a rate per annum equal to the Applicable
Percentage in effect from time to time, payable in arrears quarterly on the
first day of each January, April, July and October, commencing January 1, 2005,
and on the Termination Date, and after the Termination Date payable upon demand
until all amounts due and payable under this Agreement have been paid in full
in cash and either all Letters of Credit have been terminated or the Borrower
shall otherwise have complied with the provisions of Section 6.02, provided
that after the Revolving Credit Commitments have been terminated, the facility
fee will be calculated on the aggregate balance of amounts outstanding under
this Agreement plus the amounts of any outstanding Letters of Credit.



          (b) Letter of Credit Fees. (i) The Borrower shall pay to the Agent for
the account of each Lender a commission (the “Letter of Credit Fees”) on such
Lender’s Pro Rata Share of the average daily aggregate Available Amount of all
Letters of Credit outstanding from time to time at a rate per annum equal to
the Applicable Margin for Eurocurrency Rate Advances in effect from time to
time, payable in arrears quarterly on the first day of each January, April,
July and October, commencing January 1, 2005, and on the Termination Date, and
after the Termination Date payable upon demand; provided that the Applicable
Margin shall increase by 2% upon the occurrence and during the continuation of
an Event of Default under Section 6.01(a) or if the Letter of Credit Fees are
not paid when due (but in any case such increase in the Applicable Margin shall
not exceed 2% per annum) if the Borrower is required to pay Default Interest
pursuant to Section 2.07(b).




     (ii) The Borrower shall pay to each Issuing Bank for its own account
such fees as may from time to time be agreed in writing between the
Borrower and such Issuing Bank.



          (c) Agent’s Fees. The Borrower shall pay to the Agent for its own account
such fees as may from time to time be agreed in writing between the Borrower
and the Agent.



          SECTION 2.05. Optional Termination or Reduction of the Commitments. The
Borrower shall have the right, upon at least three Business Days’ notice to the
Agent, to terminate in whole or permanently reduce ratably in part the
respective Unused Commitments of the Lenders, provided that each partial
reduction shall be in the aggregate amount of $10,000,000 or an integral
multiple of $1,000,000 in excess thereof.



          SECTION 2.06. Repayment of Advances. (a) The Borrower shall repay to
the Agent on each Termination Date, for the ratable account of the Lenders
whose
Commitments terminate on such date, the aggregate principal amount of the
Advances owed to such Lenders then outstanding.



          (b) The obligations of the Borrower under this Agreement, any Letter of
Credit Agreement and any other agreement or instrument, in each case, relating
to any Letter of Credit shall be unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement, such Letter of
Credit Agreement and such other agreement or instrument under all
circumstances, including, without limitation, the following circumstances (it
being understood that any such payment by the Borrower is without prejudice to,
and



Computer Associates Credit Agreement 

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does not constitute a waiver of, any rights the Borrower might have or
might acquire as a result of the payment by any Lender of any draft or the
reimbursement by the Borrower thereof):





     (i) any lack of validity or enforceability of this Agreement, any
Note, any Letter of Credit Agreement, any Letter of Credit or any other
agreement or instrument relating thereto (all of the foregoing being,
collectively, the “L/C Related Documents”);




     (ii) any change in the time, manner or place of payment of, or in
any other term of, all or any of the obligations of the Borrower in
respect of any L/C Related Document or any other amendment or waiver of
or any consent to departure from all or any of the L/C Related Documents;




     (iii) the existence of any claim, set-off, defense or other right
that the Borrower may have at any time against any beneficiary or any
transferee of a Letter of Credit (or any Persons for which any such
beneficiary or any such transferee may be acting), any Issuing Bank, any
Agent, any Lender or any other Person, whether in connection with the
transactions contemplated by the L/C Related Documents or any unrelated
transaction;




     (iv) any statement or any other document presented under a Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any
respect;




     (v) payment by any Issuing Bank under a Letter of Credit against
presentation of a draft or certificate that does not strictly comply with
the terms of such Letter of Credit;




     (vi) any exchange, release or non-perfection of any collateral, or
any release or amendment or waiver of or consent to departure from any
guarantee, for all or any of the obligations of the Borrower in respect
of the L/C Related Documents; or




     (vii) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing, including, without limitation, any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Borrower or a guarantor.



          SECTION 2.07. Interest on Advances. (a) Scheduled Interest. The
Borrower shall pay interest on the unpaid principal amount of each Advance
owing to each Lender from the date of such Advance until such principal amount
shall be paid in full, at the following rates per annum:




     (i) Base Rate Advances. During such periods as such Advance is a
Base Rate Advance, a rate per annum equal at all times to the sum of (x)
the Base Rate in effect from time to time plus (y) the Applicable Margin
in effect from time to time plus (z) the Applicable Utilization Fee, if
any, in effect from time to time, payable in arrears quarterly on the
first day of each January, April, July and October during such periods
and on the date such Base Rate Advance shall be Converted or paid in
full.




     (ii) Eurocurrency Rate Advances. During such periods as such
Advance is a Eurocurrency Rate Advance, a rate per annum equal at all
times during each Interest Period for such Advance to the sum of (x) the
Eurocurrency Rate for such Interest Period for such Advance plus (y) the
Applicable Margin in effect from time to time plus (z) the Applicable
Utilization Fee, if any, in effect from time to time, payable
in arrears on the last day of such Interest Period and, if such
Interest Period has a duration of more than three months, on each day
that occurs during such Interest Period every three months from the first
day of such Interest Period and on the date such Eurocurrency Rate
Advance shall be Converted or paid in full.




          (b) Default Interest. Upon the occurrence and during the continuance of
an Event of Default under Section 6.01(a), the Agent may, and upon the request
of the Required Lenders shall, require the Borrower to pay interest (“Default
Interest”) on (i) the unpaid principal amount of each Advance owing to each
Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii)
above, at a rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid on such Advance pursuant to clause (a)(i) or
(a)(ii) above and



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(ii) to the fullest extent permitted by law, the amount of
any interest, fee or other amount payable hereunder that is not paid when due,
from the date such amount shall be due until such amount shall be paid in full,
payable in arrears on the date such amount shall be paid in full and on demand,
at a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid on Base Rate Advances pursuant to clause (a)(i) above;
provided, however, that following acceleration of the Advances pursuant to
Section 6.01, Default Interest shall accrue and be payable hereunder whether or
not previously required by the Agent.




          SECTION 2.08. Interest Rate Determination. (a) Each Reference Bank
agrees to furnish to the Agent timely information for the purpose of
determining each Eurocurrency Rate. If any one or more of the Reference Banks
shall not furnish such timely information to the Agent for the purpose of
determining any such interest rate, the Agent shall determine such interest
rate on the basis of timely information furnished by the remaining Reference
Banks. The Agent shall give prompt notice to the Borrower and the Lenders of
the applicable interest rate determined by the Agent for purposes of Section
2.07(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for
the purpose of determining the interest rate under Section 2.07(a)(ii).



          (b) If, with respect to any Eurocurrency Rate Advances, the Required
Lenders notify the Agent that (i) they are unable to obtain matching deposits
in the London inter-bank market at or about 11:00 A.M. (London time) on the
second Business Day before the making of a Borrowing in sufficient amounts to
fund their respective Advances as a part of such Borrowing during its Interest
Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances
will not adequately reflect the cost to such Required Lenders of making,
funding or maintaining their respective Eurocurrency Rate Advances for such
Interest Period, the Agent shall forthwith so notify the Borrower and the
Lenders, whereupon (A) the Borrower will, on the last day of the then existing
Interest Period therefor, (1) if such Eurocurrency Rate Advances are
denominated in Dollars, either (x) prepay such Advances or (y) Convert such
Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are
denominated in any Committed Currency, either (x) prepay such Advances or (y)
exchange such Advances into an Equivalent amount of Dollars and Convert such
Advances into Base Rate Advances and (B) the obligation of the Lenders to make,
or to Convert Advances into, Eurocurrency Rate Advances shall be suspended
until the Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.



          (c) If the Borrower shall fail to select the duration of any Interest
Period for any Eurocurrency Rate Advances in accordance with the provisions
contained in the definition of “Interest Period” in Section 1.01, the Agent
will forthwith so notify the Borrower and the Lenders and such Advances will
automatically, on the last day of the then existing Interest Period therefor,
(i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into
Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated
in a Committed Currency, be exchanged for an Equivalent amount of Dollars and
Convert into Base Rate Advances.



          (d) On the date on which the aggregate unpaid principal amount of
Eurocurrency Rate Advances comprising any Borrowing shall be reduced, by
payment or prepayment or otherwise, to less than the Borrowing Minimum, such
Advances shall automatically (i) if such Eurocurrency Rate Advances are
denominated in Dollars, Convert into Base Rate Advances and (ii) if such
Eurocurrency Rate Advances are denominated in a Committed Currency, be
exchanged for an Equivalent amount of Dollars and Convert into Base Rate
Advances.



          (e) Upon the occurrence and during the continuance of any Event of Default
under Section 6.01(a), (i) each Eurocurrency Rate Advance will automatically,
on the last day of the then existing Interest
Period therefor, (A) if such Eurocurrency Rate Advances are denominated in
Dollars, be Converted into Base Rate Advances and (B) if such Eurocurrency Rate
Advances are denominated in any Committed Currency, be exchanged for an
Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii)
the obligation of the Lenders to make, or to Convert Advances into,
Eurocurrency Rate Advances shall be suspended.



          (f) If Moneyline Telerate Markets Page 3750 or Page 248, as applicable, is
unavailable and fewer than two Reference Banks furnish timely information to
the Agent for determining the Eurocurrency Rate for any such Eurocurrency Rate
Advances,



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     (i) the Agent shall forthwith notify the Borrower and the Lenders
that the interest rate cannot be determined for such Eurocurrency Rate
Advances,




     (ii) with respect to Eurocurrency Rate Advances, each such Advance
will automatically, on the last day of the then existing Interest Period
therefor, (A) if such Eurocurrency Rate Advance is denominated in
Dollars, Convert into a Base Rate Advance and (B) if such Eurocurrency
Rate Advance is denominated in any Committed Currency, be prepaid by the
Borrower or be automatically exchanged for an Equivalent amount of
Dollars and be Converted into a Base Rate Advance (or if such Advance is
then a Base Rate Advance, will continue as a Base Rate Advance), and




     (iii) the obligation of the Lenders to make Eurocurrency Rate
Advances or to Convert Advances into Eurocurrency Rate Advances shall be
suspended until the Agent shall notify the Borrower and the Lenders that
the circumstances causing such suspension no longer exist.



          SECTION 2.09. Optional Conversion of Advances. The Borrower may on any
Business Day, upon notice given to the Agent not later than 11:00 A.M. (New
York City time) on the third Business Day prior to the date of the proposed
Conversion and subject to the provisions of Sections 2.08 and 2.12, Convert all
Advances denominated in Dollars of one Type comprising the same Borrowing into
Advances denominated in Dollars of the other Type; provided, however, that any
Conversion of Eurocurrency Rate Advances into Base Rate Advances shall be made
only on the last day of an Interest Period for such Eurocurrency Rate Advances,
any Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be
in an amount not less than the minimum amount specified in Section 2.02(b) and
no Conversion of any Advances shall result in more separate Borrowings than
permitted under Section 2.02(b). Each such notice of a Conversion shall,
within the restrictions specified above, specify (i) the date of such
Conversion, (ii) the Dollar denominated Advances to be Converted, and (iii) if
such Conversion is into Eurocurrency Rate Advances, the duration of the initial
Interest Period for each such Advance. Each notice of Conversion shall be
irrevocable and binding on the Borrower.



          SECTION 2.10. Prepayments of Advances. (a) Optional. The Borrower may,
upon notice at least two Business Days’ prior to the date of such prepayment,
in the case of Eurocurrency Rate Advances, and not later than 11:00 A.M. (New
York City time) on the date of such prepayment, in the case of Base Rate
Advances, to the Agent stating the proposed date and aggregate principal amount
of the prepayment, and if such notice is given the Borrower shall, prepay the
outstanding principal amount of the Advances comprising part of the same
Borrowing in whole or ratably in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid; provided, however,
that (x) each partial prepayment shall be in an aggregate principal amount of
not less than the Borrowing Minimum or a Borrowing Multiple in excess thereof
and (y) in the event of any such prepayment of a Eurocurrency Rate Advance, the
Borrower shall be obligated to reimburse the Lenders in respect thereof
pursuant to Section 8.04(c).



          (b) Mandatory. (i) If, on any date, the Agent notifies the Borrower
that, on any interest payment date, the sum of (A) the aggregate principal
amount of all Advances denominated in Dollars plus the Available Amount of
Letters of Credit then outstanding plus (B) the Equivalent in Dollars
(determined on the third Business Day prior to such interest payment date) of
the aggregate principal amount of all Advances denominated in Committed
Currencies then outstanding exceeds 102% of the aggregate Revolving Credit
Commitments of the Lenders on such date, the Borrower shall, as soon as
practicable and in any event within two Business Days after receipt of such
notice, subject to the proviso to this sentence set forth below, prepay the
outstanding principal
amount of any Advances owing by the Borrower in an aggregate amount
sufficient to reduce such sum to an amount not to exceed 100% of the aggregate
Revolving Credit Commitments of the Lenders on such date together with any
interest accrued to the date of such prepayment on the aggregate principal
amount of Advances prepaid; provided that if the aggregate principal amount of
Base Rate Advances outstanding at the time of such required prepayment is less
than the amount of such required prepayment, the portion of such required
prepayment in excess of the aggregate principal amount of Base Rate Advances
then outstanding shall be deferred until the earliest to occur of the last day
of the Interest Period of the outstanding Eurocurrency Rate Advances, in an
aggregate amount equal to the excess of such required prepayment. The Agent
shall give prompt notice of any prepayment required under this Section 2.10(b)
to the Borrower and the Lenders, and shall provide prompt notice to the
Borrower of any such notice of required prepayment received by it from any
Lender.



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          (ii) Each prepayment made pursuant to this Section 2.10(b) shall be made
together with any interest accrued to the date of such prepayment on the
principal amounts prepaid and, in the case of any prepayment of a Eurocurrency
Rate Advance on a date other than the last day of an Interest Period or at its
maturity, any additional amounts which the Borrower shall be obligated to
reimburse to the Lenders in respect thereof pursuant to Section 8.04(c). The
Agent shall give prompt notice of any prepayment required under this Section
2.10(b) to the Borrower and the Lenders.



          SECTION 2.11. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation after the date hereof or (ii) the compliance with any guideline or
European Union or similar monetary or multinational authority (whether or not
having the force of law) promulgated after the date hereof, there shall be any
increase in the cost to any Lender of agreeing to make or making, funding or
maintaining Eurocurrency Rate Advances or of agreeing to issue or of issuing or
maintaining or participating in Letters of Credit (excluding for purposes of
this Section 2.11 any such increased costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or
by the foreign jurisdiction or state under the laws of which such Lender is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower shall from time to time, within five Business Days
after demand by such Lender (with a copy of such demand to the Agent), pay to
the Agent for the account of such Lender additional amounts sufficient to
compensate such Lender for such increased cost; provided, however, that before
making any such demand, each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate a different Applicable Lending Office if the making of such a
designation would avoid the need for, or reduce the amount of, such increased
cost and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender. A certificate as to the amount of such
increased cost, submitted to the Borrower and the Agent by such Lender, shall
be conclusive and binding for all purposes, absent manifest error.



          (b) If any Lender determines that compliance with any law or regulation or
any guideline or request from any central bank or other governmental authority
(whether or not having the force of law) promulgated after the Effective Date
affects or would affect the amount of capital required or expected to be
maintained by such Lender or any corporation controlling such Lender and that
the amount of such capital is increased by or based upon the existence of such
Lender’s commitment to lend hereunder and other commitments of this type, then,
within five Business Days after demand by such Lender (with a copy of such
demand to the Agent), the Borrower shall pay to the Agent for the account of
such Lender, from time to time as specified by such Lender, additional amounts
sufficient to compensate such Lender or such corporation in the light of such
circumstances, to the extent that such Lender reasonably determines such
increase in capital to be allocable to the existence of such Lender’s
commitment to lend hereunder. A certificate as to such amounts submitted to
the Borrower and the Agent by such Lender shall be conclusive and binding for
all purposes, absent manifest error.



          (c) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s right
to demand such compensation; provided that the Borrower shall not be required
to compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than six months prior to the date that such Lender
notifies the Borrower of the circumstance giving rise to such increased costs
or reductions and of such Lender’s intention to claim compensation therefor;
provided further that, if the circumstance giving rise to such increased costs
or reductions is retroactive, then the six-month period referred to above shall
be extended to include the period of retroactive effect thereof.



          SECTION 2.12. Illegality. Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Agent that the introduction of or any
change in or in the interpretation of any law or regulation makes it unlawful,
or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurocurrency Lending Office to perform its
obligations hereunder to make Eurocurrency Rate Advances in Dollars or any
Committed Currency or to fund or maintain Eurocurrency Rate Advances in Dollars
or any Committed Currency hereunder, (a) each Eurocurrency Rate Advance will
automatically, (i) if such Eurocurrency Rate Advance is denominated in Dollars,
be Converted into a Base Rate Advance and (ii) if such Eurocurrency Rate
Advance is denominated in any Committed Currency, be exchanged into an
Equivalent amount of Dollars and be Converted into a Base Rate Advance and (b)
the obligation of the Lenders to make Eurocurrency Rate Advances or to Convert
Advances into Eurocurrency Rate Advances shall be suspended until the Agent
shall notify the Borrower and the Lenders that the circumstances causing such
suspension no longer exist; provided, however, that before



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making any such
demand, each Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Eurocurrency Lending Office if the making of such a designation would allow
such Lender or its Eurocurrency Lending Office to continue to perform its
obligations to make Eurocurrency Rate Advances or to continue to fund or
maintain Eurocurrency Rate Advances and would not, in the judgment of such
Lender, be otherwise disadvantageous to such Lender.




          SECTION 2.13. Payments and Computations. (a) The Borrower shall make
each payment hereunder (other than with respect to principal of, interest on,
and other amounts relating to, Advances denominated in a Committed Currency),
irrespective of any right of counterclaim or set- off, not later than 11:00
A.M. (New York City time) on the day when due in Dollars to the Agent at the
applicable Agent’s Account in same day funds. The Borrower shall make each
payment hereunder with respect to principal of, interest on, and other amounts
relating to, Advances denominated in a Committed Currency, irrespective of any
right of counterclaim or set-off, not later than 11:00 A.M. (at the Payment
Office for such Committed Currency) on the day when due in such Committed
Currency to the Agent, by deposit of such funds to the applicable Agent’s
Account in same day funds. The Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal or interest or
facility fees ratably (other than amounts payable pursuant to Section 2.11,
2.14 or 8.04(c)) to the Lenders for the account of their respective Applicable
Lending Offices, and like funds relating to the payment of any other amount
payable to any Lender to such Lender for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this
Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of
an extension of the Termination Date pursuant to Section 2.18 or a Commitment
Increase pursuant to Section 2.19, and upon the Agent’s receipt of such
Lender’s Assumption Agreement and recording of the information contained
therein in the Register, from and after the applicable Increase Date or
Extension Date, as the case may be, the Agent shall make all payments hereunder
and under any Notes issued in connection therewith in respect of the interest
assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment
and Acceptance and recording of the information contained therein in the
Register pursuant to Section 8.07(c), from and after the effective date
specified in such Assignment and Acceptance, the Agent shall make all payments
hereunder and under any Notes in respect of the interest assigned thereby to
the Lender assignee thereunder, and the parties to such Assignment and
Acceptance shall make all appropriate adjustments in such payments for periods
prior to such effective date directly between themselves.



          (b) The Borrower hereby authorizes each Lender, if and to the extent
payment owed to such Lender is not made when due hereunder or under the Note
held by such Lender, to charge from time to time against any or all of the
Borrower’s accounts with such Lender any amount so due.



          (c) All computations of interest based on the Base Rate determined by
reference to Citibank’s base rate shall be made by the Agent on the basis of a
year of 365 or 366 days, as the case may be, all computations of interest based
on the Eurocurrency Rate or the Federal Funds Rate and of fees and Letter of
Credit commissions shall be made by the Agent on the basis of a year of 360
days (or, in each case of Advances denominated in Sterling, on the basis of 365
days), in each case for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest, fees
or commissions are payable. Each determination by the Agent of an interest
rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.



          (d) Whenever any payment hereunder or under the Notes shall be stated to
be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of
time shall in such case be included in the computation of payment of
interest, fee or commission, as the case may be; provided, however, that, if
such extension would cause payment of interest on or principal of Eurocurrency
Rate Advances to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day.



          (e) Unless the Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Lenders hereunder that the Borrower
will not make such payment in full, the Agent may assume that the Borrower has
made such payment in full to the Agent on such date and the Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the Agent,
each Lender shall repay to the Agent forthwith on demand such amount
distributed to such Lender together with interest thereon, for each day from
the date such amount is distributed to such Lender until the date
such Lender repays such



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amount to the Agent, at (i) the Federal Funds Rate in the case of
Advances denominated in Dollars or (ii) the cost of funds incurred by the Agent
in respect of such amount in the case of Advances denominated in Committed
Currencies.




          (f) To the extent that the Agent receives funds for application to the
amounts owing by any Borrower under or in respect of this Agreement or any Note
in currencies other than the currency or currencies required to enable the
Agent to distribute funds to the Lenders in accordance with the terms of this
Section 2.13, the Agent shall be entitled to convert or exchange such funds
into Dollars or into a Committed Currency to the extent necessary to enable the
Agent to distribute such funds in accordance with the terms of this Section
2.13; provided that the Borrower and each of the Lenders hereby agree that the
Agent shall not be liable or responsible for any loss, cost or expense suffered
by the Borrower or such Lender as a result of any conversion or exchange of
currencies affected pursuant to this Section 2.13(f) or as a result of the
failure of the Agent to effect any such conversion or exchange; and provided
further that the Borrower agrees to indemnify the Agent and each Lender, and
hold the Agent and each Lender harmless, for any and all losses, costs and
expenses incurred by the Agent or any Lender for any conversion or exchange of
currencies (or the failure to convert or exchange any currencies) in accordance
with this Section 2.13(f).



          SECTION 2.14. Taxes. (a) Any and all payments by the Borrower to or for
the account of any Lender or the Agent hereunder or under the Notes or any
other documents to be delivered hereunder shall be made, in accordance with
Section 2.13 or the applicable provisions of such other documents, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender and the Agent, taxes imposed on
its overall net income (including backup withholding taxes), and franchise
taxes imposed on it, by the jurisdiction under the laws of which such Lender or
the Agent (as the case may be) is organized or any political subdivision
thereof and, in the case of each Lender, taxes imposed on its overall net
income (including backup withholding taxes), and franchise taxes imposed on it,
by the jurisdiction of such Lender’s Applicable Lending Office or any political
subdivision thereof (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities in respect of payments hereunder or under
the Notes being hereinafter referred to as “Taxes”). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note or any other documents to be delivered hereunder to
any Lender or the Agent, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.14) such Lender or
the Agent (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with
applicable law.



          (b) In addition, the Borrower shall pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or under the Notes any other
documents to be delivered hereunder or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement
or the Notes or any other documents to be delivered hereunder (hereinafter
referred to as “Other Taxes”).



          (c) The Borrower shall indemnify each Lender and the Agent for and hold it
harmless against the full amount of Taxes or Other Taxes (including, without
limitation, taxes of any kind imposed or asserted by any
jurisdiction on amounts payable under this Section 2.14) imposed on or
paid by such Lender or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto. This indemnification shall be made within 30 days from the date such
Lender or the Agent (as the case may be) makes written demand therefor.



          (d) Within 30 days after the date of any payment of Taxes, the Borrower
shall furnish to the Agent, at its address referred to in Section 8.02, the
original or a certified copy of a receipt evidencing such payment to the extent
such a receipt is issued therefor, or other written proof of payment thereof
that is reasonably satisfactory to the Agent. In the case of any payment
hereunder or under the Notes or any other documents to be delivered hereunder
by or on behalf of the Borrower through an account or branch outside the United
States or by or on behalf of the Borrower by a payor that is not a United
States person, if the Borrower determines that no Taxes are payable in respect
thereof, the Borrower shall furnish, or shall cause such payor to furnish, to
the Agent, at such



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address, an opinion of counsel acceptable to the Agent
stating that such payment is exempt from Taxes. For purposes of this
subsection (d) and subsection (e), the terms “United States” and “United States
person” shall have the meanings specified in Section 7701 of the Internal
Revenue Code.




          (e) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank and on the date of the Assumption Agreement
or the Assignment and Acceptance pursuant to which it becomes a Lender in the
case of each other Lender, and from time to time thereafter (but only so long
as such Lender remains lawfully able to do so) as reasonably requested in
writing by the Borrower, shall provide each of the Agent and the Borrower with
two original Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate,
or any successor or other form prescribed by the Internal Revenue Service
(including forms required for exemption from withholding under Sections 871(h)
and 881(c) of the Internal Revenue Code), certifying that such Lender is exempt
from or entitled to a reduced rate of United States withholding tax on payments
pursuant to this Agreement or the Notes. If the form provided by a Lender at
the time such Lender first becomes a party to this Agreement indicates a United
States interest withholding tax rate in excess of zero, withholding tax at such
rate shall be considered excluded from Taxes unless and until such Lender
provides the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from
Taxes for periods governed by such form; provided, however, that, if at the
date of the Assignment and Acceptance pursuant to which a Lender assignee
becomes a party to this Agreement, the Lender assignor was entitled to payments
under subsection (a) in respect of United States withholding tax with respect
to interest paid at such date, then, to such extent, the term Taxes shall
include (in addition to withholding taxes that may be imposed in the future or
other amounts otherwise includable in Taxes) United States withholding tax, if
any, applicable with respect to the Lender assignee on such date but only to
the extent that the United States withholding tax rate applicable with respect
to the Lender assignee does not exceed the rate applicable to the Lender
assignor with respect to interest paid at the date of such Assignment and
Acceptance. If any form or document referred to in this subsection (e)
requires the disclosure of information, other than information necessary to
compute the tax payable and information required on the date hereof by Internal
Revenue Service form W-8BEN or W-8ECI (or in the case of a Lender assignee,
other than the information required on such Internal Revenue Service forms or
successor forms on the date of the Assignment and Acceptance pursuant to which
such Lender assignee became a party to this Agreement), that the Lender
reasonably considers to be confidential, the Lender shall give notice thereof
to the Borrower and shall not be obligated to include in such form or document
such confidential information.



          (f) For any period with respect to which a Lender has failed to provide
the Borrower with the appropriate form, certificate or other document described
in Section 2.14(e) (other than if such failure is due to a change in law, or in
the interpretation or application thereof, occurring subsequent to the date on
which a form, certificate or other document originally was required to be
provided), such Lender shall not be entitled to indemnification under Section
2.14(a) or (c) with respect to Taxes imposed by the United States by reason of
such failure; provided, however, that should a Lender become subject to Taxes
because of its failure to deliver a form, certificate or other document
required hereunder, the Borrower shall take such steps as the Lender shall
reasonably request to assist the Lender to recover such Taxes.



          (g) Any Lender claiming any additional amounts payable pursuant to this
Section 2.14 agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to change the jurisdiction of its
Eurocurrency Lending Office if the making of such a change would avoid the need
for, or reduce
the amount of, any such additional amounts that may thereafter accrue and
would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender.



          (h) Each Lender (and the Agent with respect to payments to the Agent for
its own account) agrees that (i) it will take all reasonable actions by all
usual means to maintain all exemptions, if any, available to it from the United
States withholding taxes (whether available by treaty, existing administrative
waiver, by virtue of the location of any Lender’s applicable Lending Office or
otherwise) and (ii) it will otherwise reasonably cooperate with the Borrower to
minimize amounts payable by the Borrower under this Section 2.14; provided,
however, that each Lender and the Agent shall not be obligated by reason of
this subsection (h) to disclose any information regarding its tax affairs or
tax computations or to reorder its tax or other affairs or tax or other
planning.



Computer Associates Credit Agreement 

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          (i) If any Lender determines, in its sole discretion, that it has actually
and finally realized, by reason of a refund, deduction or credit of any Taxes
paid or reimbursed by the Borrower pursuant to subsection (a) or (c) above in
respect of payments under the Credit Agreement or the Notes, a current monetary
benefit that it would otherwise not have obtained, and that would result in the
total payments under this Section 2.14 exceeding the amount needed to make such
Lender whole, such Lender shall pay to the Borrower, with reasonable promptness
following the date on which it actually realizes such benefit, an amount equal
to the lesser of the amount of such benefit or the amount of such excess, in
each case net of all out-of-pocket expenses in securing such refund, deduction
or credit.



          SECTION 2.15. Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Advances owing to it (other than
pursuant to Section 2.11, 2.14 or 8.04(c)) in excess of its ratable share of
payments on account of the Advances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the
Advances owing to them as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender’s ratable share
(according to the proportion of (i) the amount of such Lender’s required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to this Section 2.15
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.



          SECTION 2.16. Evidence of Debt. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Advance owing
to such Lender from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder in respect
of Advances. The Borrower agrees that upon notice by any Lender to the
Borrower (with a copy of such notice to the Agent) to the effect that a Note is
required or appropriate in order for such Lender to evidence (whether for
purposes of pledge, enforcement or otherwise) the Advances owing to, or to be
made by, such Lender, the Borrower shall promptly execute and deliver to such
Lender a Note payable to the order of such Lender in a principal amount up to
the Revolving Credit Commitment of such Lender.



          (b) The Register maintained by the Agent pursuant to Section 8.07(d) shall
include a control account, and a subsidiary account for each Lender, in which
accounts (taken together) shall be recorded (i) the date and amount of each
Borrowing made hereunder, the Type of Advances comprising such Borrowing and,
if appropriate, the Interest Period applicable thereto, (ii) the terms of each
Assumption Agreement and each Assignment and Acceptance delivered to and
accepted by it, (iii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and
(iv) the amount of any sum received by the Agent from the Borrower hereunder
and each Lender’s share thereof.



          (c) Entries made in good faith by the Agent in the Register pursuant to
subsection (b) above, and by each Lender in its account or accounts pursuant to
subsection (a) above, shall be prima facie evidence of the
amount of principal and interest due and payable or to become due and
payable from the Borrower to, in the case of the Register, each Lender and, in
the case of such account or accounts, such Lender, under this Agreement, absent
manifest error; provided, however, that the failure of the Agent or such Lender
to make an entry, or any finding that an entry is incorrect, in the Register or
such account or accounts shall not limit or otherwise affect the obligations of
the Borrower under this Agreement.



          SECTION 2.17. Use of Proceeds. The proceeds of the Advances and
issuances of Letters of Credit shall be available (and the Borrower agrees that
it shall use such proceeds) solely for general corporate purposes of the
Borrower and its Subsidiaries.



          SECTION 2.18. Extension of Termination Date. (a) At least 30 days but
not more than 90 days prior to the each anniversary of the Effective Date, the
Borrower, by written notice to the Agent, may request an extension of the
Termination Date in effect at such time by one year from its then scheduled
expiration. The Agent



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shall promptly notify each Lender of such request, and
each Lender shall in turn, in its sole discretion, not later than 25 days prior
to such anniversary date, notify the Borrower and the Agent in writing as to
whether such Lender will consent to such extension. If any Lender shall fail
to notify the Agent and the Borrower in writing of its consent to any such
request for extension of the Termination Date at least 25 days prior to such
anniversary date, such Lender shall be deemed to be a Non-Consenting Lender
with respect to such request. The Agent shall promptly (but in any event not
later than 15 days prior to such anniversary date) notify the Borrower of the
decision of the Lenders pursuant to this Section 2.18 regarding the Borrower’s
request for an extension of the Termination Date.




          (b) If all the Lenders consent in writing to any such request in
accordance with subsection (a) of this Section 2.18, the Termination Date in
effect at such time shall, effective as at the applicable anniversary date
(each, an “Extension Date”), be extended for one year; provided that on each
Extension Date the applicable conditions set forth in Section 3.02 shall be
satisfied. If less than all of the Lenders consent in writing to any such
request in accordance with subsection (a) of this Section 2.18, the Termination
Date in effect at such time shall, effective as at such Extension Date and
subject to subsection (d) of this Section 2.18, be extended as to those Lenders
that so consented (each a “Consenting Lender”) but shall not be extended as to
any other Lender (each a “Non-Consenting Lender”). To the extent that the
Termination Date is not extended as to any Lender pursuant to this Section 2.18
and the Revolving Credit Commitment of such Lender is not assumed in accordance
with subsection (c) of this Section 2.18 on or prior to the applicable
Extension Date, the Revolving Credit Commitment of such Non-Consenting Lender
shall automatically terminate in whole on such unextended Termination Date
without any further notice or other action by the Borrower, such Lender or any
other Person; provided that such Non-Consenting Lender’s rights under Sections
2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall survive the
Termination Date for such Lender as to matters occurring prior to such date.
It is understood and agreed that no Lender shall have any obligation whatsoever
to agree to any request made by the Borrower for any requested extension of the
Termination Date.



          (c) If less than all of the Lenders consent to any such request pursuant
to subsection (a) of this Section 2.18, the Agent shall promptly so notify the
Consenting Lenders, and each Consenting Lender may, in its sole discretion,
give written notice to the Agent not later than 15 days prior to the applicable
Extension Date of the amount of the Non-Consenting Lenders’ Revolving Credit
Commitments for which it is willing to accept an assignment. If the Consenting
Lenders notify the Agent that they are willing to accept assignments of
Revolving Credit Commitments in an aggregate amount that exceeds the amount of
the Revolving Credit Commitments of the Non-Consenting Lenders, such Revolving
Credit Commitments shall be allocated among the Consenting Lenders willing to
accept such assignments in such amounts as are agreed between the Borrower and
the Agent. If after giving effect to the assignments of Revolving Credit
Commitments described above there remains any Revolving Credit Commitments of
Non-Consenting Lenders, the Borrower may arrange for one or more Consenting
Lenders or other Eligible Assignees (an “Assuming Lender”) to assume, effective
as of the applicable Extension Date, any Non-Consenting Lender’s Revolving
Credit Commitment and all of the obligations of such Non-Consenting Lender
under this Agreement thereafter arising, without recourse to or warranty by, or
expense to, such Non-Consenting Lender; provided, however, that the amount of
the Revolving Credit Commitment of any such Assuming Lender as a result of such
substitution shall in no event be less than $5,000,000 unless the amount of the
Revolving Credit Commitment of such Non-Consenting Lender is less than
$5,000,000, in which case such Assuming Lender shall assume all of such lesser
amount; and provided further that:





     (i) any such Consenting Lender or Assuming Lender shall have paid to
such Non-Consenting Lender (A) the aggregate principal amount of, and any
interest accrued and unpaid to the effective date of the assignment on,
the outstanding Advances, if any, of such Non-Consenting Lender plus (B)
any accrued but unpaid facility fees owing to such Non-Consenting Lender
as of the effective date of such assignment;




     (ii) all additional costs reimbursements, expense reimbursements and

indemnities payable to such Non-Consenting Lender, and all other accrued
and unpaid amounts owing to such Non-Consenting Lender hereunder, as of
the effective date of such assignment shall have been paid to such
Non-Consenting Lender; and



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     (iii) with respect to any such Assuming Lender, the applicable
processing and recordation fee required under Section 8.07(a) for such
assignment shall have been paid;



provided further that such Non-Consenting Lender’s rights under Sections 2.11,
2.14 and 8.04, and its obligations under Section 7.05, shall survive such
substitution as to matters occurring prior to the date of substitution. At
least three Business Days prior to any Extension Date, (A) each such Assuming
Lender, if any, shall have delivered to the Borrower and the Agent an agreement
(an “Assumption Agreement”) in form and substance satisfactory to the Borrower
and the Agent, duly executed by such Assuming Lender, such Non-Consenting
Lender, the Borrower and the Agent, (B) any such Consenting Lender shall have
delivered confirmation in writing satisfactory to the Borrower and the Agent as
to the increase in the amount of its Revolving Credit Commitment and (C) each
Non-Consenting Lender being replaced pursuant to this Section 2.18 shall have
delivered to the Agent any Note or Notes held by such Non-Consenting Lender.
Upon the payment or prepayment of all amounts referred to in clauses (i), (ii)
and (iii) of the immediately preceding sentence, each such Consenting Lender or
Assuming Lender, as of the applicable Extension Date, will be substituted for
such Non-Consenting Lender under this Agreement and shall be a Lender for all
purposes of this Agreement, without any further acknowledgment by or the
consent of the other Lenders, and the obligations of each such Non-Consenting
Lender hereunder shall, by the provisions hereof, be released and discharged.




          (d) If (after giving effect to any assignments or assumptions pursuant to
subsection (c) of this Section 2.18) Lenders having Revolving Credit
Commitments equal to at least 50% of the Revolving Credit Commitments in effect
immediately prior to the applicable Extension Date consent in writing to a
requested extension (whether by execution or delivery of an Assumption
Agreement or otherwise) not later than one Business Day prior to such Extension
Date, the Agent shall so notify the Borrower, and, subject to the satisfaction
of the applicable conditions in Section 3.02, the Termination Date then in
effect shall be extended for the additional one-year period as described in
subsection (a) of this Section 2.18, and all references in this Agreement, and
in the Notes, if any, to the “Termination Date” shall, with respect to each
Consenting Lender and each Assuming Lender for such Extension Date, refer to
the Termination Date as so extended. Promptly following an Extension Date, the
Agent shall notify the Lenders (including, without limitation, each Assuming
Lender) of the extension of the scheduled Termination Date in effect
immediately prior thereto and shall thereupon record in the Register the
relevant information with respect to each such Consenting Lender and each such
Assuming Lender.



          SECTION 2.19. Increase in the Aggregate Commitments. (a) The Borrower
may, at any time but in any event not more than (x) three times in the first
year after the Effective Date and (y) once in any following 12 month period
prior to the Termination Date, by notice to the Agent, request that the
aggregate amount of the Commitment be increased by an amount of $25,000,000 or
an integral multiple thereof, or such lesser amount as the Agent may agree, or
in the case of an increase within the first six months after the Effective
Date, by an amount of $5,000,000 or an integral multiple of $500,000 in excess
thereof (each a “Commitment Increase”), to be effective as of a date that is at
least 90 days prior to the scheduled Termination Date then in effect (the
“Increase Date”) as specified in the related notice to the Agent; provided,
however that (i) in no event shall the aggregate amount of the Commitments at
any time exceed $1,250,000,000 and (ii) on the date of any request by the
Borrower for a Commitment Increase and on the related Increase Date (x) the
Public Debt Rating of the Borrower shall be equal to BB+ or better by S&P and
Ba1 or better by Moody’s and (y) no Default shall have occurred and be
continuing.



          (b) The Agent shall promptly notify the Lenders of a request by the
Borrower for a Commitment Increase, which notice shall include (i) the proposed
amount of such requested Commitment Increase, (ii) the proposed Increase Date
and (iii) the date by which Lenders wishing to participate in the Commitment
Increase must commit to an increase in the amount of their respective
Commitments (the “Commitment Date”). Each Lender that is willing to
participate in such requested Commitment Increase (each an “Increasing Lender”)
shall, in its sole discretion, give written notice to the Agent on or prior to
the Commitment Date of the amount by which it is willing to increase its
Commitment. If the Lenders notify the Agent that they are willing to increase
the amount of their respective Commitments by an aggregate amount that exceeds
the amount of the requested Commitment Increase, the requested Commitment
Increase shall be allocated among the Lenders willing to participate therein in
such amounts as are agreed between the Borrower and the Agent. Notwithstanding
the foregoing, for each Commitment Increase occurring after the Effective Date
pursuant to clause (x) of Section 2.19(a), the Borrower may identify those
Persons to which such Commitment Increase will be available and (x)
notwithstanding anything to the contrary in the definition of Eligible
Assignee, the Agent shall have no right to



Computer Associates Credit Agreement 

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approve whether such Persons become
Assuming Lenders in accordance with clause (c) below and (y) notwithstanding
anything to the contrary in this clause (b), the Lenders shall not be able to
participate in any such Commitment Increase available to Persons proposed by
the Borrower.




          (c) Promptly following each Commitment Date, the Agent shall notify the
Borrower as to the amount, if any, by which the Lenders are willing to
participate in the requested Commitment Increase. If the aggregate amount by
which the Lenders are willing to participate in any requested Commitment
Increase on any such Commitment Date is less than the requested Commitment
Increase, then the Borrower may extend offers to one or more Eligible Assignees
as Assuming Lenders to participate in any portion of the requested Commitment
Increase that has not been committed to by the Lenders as of the applicable
Commitment Date; provided, however, that the Commitment of each such Eligible
Assignee shall be in an amount of $5,000,000 or an integral multiple of
$500,000 in excess thereof.



          (d) On each Increase Date, each Assuming Lender shall become a Lender
party to this Agreement as of such Increase Date and the Commitment of each
Increasing Lender for such requested Commitment Increase shall be so increased
by such amount (or by the amount allocated to such Lender pursuant to the last
sentence of Section 2.19(b)) as of such Increase Date; provided, however, that
the Agent shall have received on or before such Increase Date the following,
each dated such date:




     (i) (A) certified copies of resolutions of the Board of Directors of
the Borrower or the Executive Committee of such Board approving the
Commitment Increase and (B) an opinion of counsel for the Borrower (which
may be in-house counsel), in substantially the form of Exhibit D hereto;




     (ii) an Assumption Agreement from each Assuming Lender, if any, duly
executed by such Assuming Lender, the Agent and the Borrower; and




     (iii) confirmation from each Increasing Lender of the increase in
the amount of its Commitment in a writing satisfactory to the Borrower
and the Agent.



On each Increase Date, upon fulfillment of the conditions set forth in the
immediately preceding sentence of this Section 2.19(d), the Agent shall notify
the Lenders (including, without limitation, each Assuming Lender) and the
Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the
occurrence of the Commitment Increase to be effected on such Increase Date and
shall record in the Register the relevant information with respect to each
Increasing Lender and each Assuming Lender on such date.




          (e) On the Increase Date, if any Advances are then outstanding, the
Borrower shall borrow from all or certain of the Lenders and/or (subject to
compliance by the Borrower with Section 8.04(c)) prepay Advances of all or
certain of the Lenders such that, after giving effect thereto, the Advances
(including, without limitation, the Types, currencies and Interest Periods
thereof) shall be held by the Lenders (including for such purposes the
Increasing Lenders and the Assuming Lenders) ratably in accordance with their
respective Commitments. On and after each Increase Date, the Pro Rata Share of
each Lender’s participation in Letters of
Credit and Advances from draws under Letters of Credit shall be calculated
after giving effect to each such Commitment Increase.



ARTICLE III




CONDITIONS TO EFFECTIVENESS AND LENDING




          SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01.
Section 2.01 of this Agreement shall become effective on and as of the first
date (the “Effective Date”) on which the following conditions precedent have
been satisfied:




     (a) There shall have occurred no Material Adverse Change since March
31, 2004, except as disclosed in public filings made with the Securities
and Exchange Commission prior to October 28, 2004.



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     (b) There shall exist no action, suit, investigation, litigation or
proceeding affecting the Borrower or any of its Subsidiaries pending or
threatened before any court, governmental agency or arbitrator that (i)
is reasonably likely to have a Material Adverse Effect other than the
matters described in public filings made with the Securities and Exchange
Commission prior to October 28, 2004 (the “Disclosed Litigation”) or (ii)
purports to affect the legality, validity or enforceability of this
Agreement or any Note or the consummation of the transactions
contemplated hereby, and there shall have been no material adverse change
in the status, or financial effect on the Borrower or any of its
Subsidiaries, of the Disclosed Litigation from that described in public
filings with the Securities and Exchange Commission prior to October 28,
2004.




     (c) Nothing shall have come to the attention of the Lenders during
the course of their due diligence investigation to lead them to believe
that the information provided to the Lenders prior to the Effective Date
was or has become misleading, incorrect or incomplete in any material
respect; without limiting the generality of the foregoing, the Lenders
shall have been given such access to the management, records, books of
account, contracts and properties of the Borrower and its Subsidiaries as
they shall have reasonably requested.




     (d) All governmental and third party consents and approvals
necessary in connection with the transactions contemplated hereby shall
have been obtained (without the imposition of any conditions that are not
acceptable to the Lenders) and are in effect, and no law or regulation
shall be applicable in the reasonable judgment of the Lenders that
restrains, prevents or imposes materially adverse conditions upon the
transactions contemplated hereby.




     (e) The Borrower shall have notified each Lender and the Agent in
writing as to the proposed Effective Date.




     (f) The Borrower shall have paid all accrued fees and expenses of
the Agent and the Lenders (including the accrued fees and expenses of
counsel to the Agent) to the extent, in the case of up-front and
arrangement fees, invoiced on or before the Effective Date and, in the
case of all other fees and expenses, invoiced at least two Business Days
before the Effective Date.




     (g) On the Effective Date, the following statements shall be true
and the Agent shall have received for the account of each Lender a
certificate signed by a duly authorized officer of the Borrower, dated
the Effective Date, stating that:




     (i) The representations and warranties contained in Section
4.01 are correct on and as of the Effective Date, and




     (ii) No event has occurred and is continuing that constitutes
a Default.




     (h) The Agent shall have received on or before the Effective Date
the following, each dated such day, in form and substance satisfactory to
the Agent and (except for the Notes) in sufficient copies for each
Lender:




     (i) The Notes to the order of the Lenders to the extent
requested by any Lender pursuant to Section 2.16.




     (ii) Certified copies of the resolutions of the Board of
Directors of the Borrower approving this Agreement and the Notes,
and of all documents evidencing other necessary corporate action
and governmental approvals, if any, with respect to this Agreement
and the Notes.



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     (iii) A certificate of the Secretary or an Assistant Secretary
of the Borrower certifying the names and true signatures of the
officers of the Borrower authorized to sign this Agreement and the
Notes and the other documents to be delivered hereunder.




     (iv) A favorable opinion of Jay H. Diamond, Esq., Vice
President and Associate General Counsel of the Borrower,
substantially in the form of Exhibit D hereto and such other
opinions or as to such other matters as the Agent or any Lender
through the Agent may reasonably request.




     (v) A favorable opinion of Shearman & Sterling LLP, counsel
for the Agent, in form and substance satisfactory to the Agent.




     (i) The Borrower shall have terminated the commitments of the
lenders and repaid or prepaid all of the obligations under, the Credit
Agreement dated as of December 31, 2002 among the Borrower, the lenders
parties thereto and Citibank, N.A., as administrative agent, and each of
the Lenders that is a party to such credit facility hereby waives, upon
execution of this Agreement, any notice required by said Credit Agreement
relating to the termination of commitments thereunder.



          SECTION 3.02. Conditions Precedent to Each Borrowing, Letter of Credit
Issuance and Extension Date. The obligation of each Lender to make an Advance
on the occasion of each Borrowing, the obligation of each Issuing Bank to issue
a Letter of Credit and each extension of Revolving Credit Commitments pursuant
to Section 2.18 shall be subject to the conditions precedent that the Effective
Date shall have occurred and on the date of such Borrowing, issuance or the
applicable Extension Date the following statements shall be true (and each of
the giving of the applicable Notice of Borrowing, Notice of Issuance, request
for Commitment Extension and the acceptance by the Borrower of the proceeds of
such Borrowing or Letter of Credit shall constitute a representation and
warranty by the Borrower that on the date of such Borrowing, such issuance or
such Extension Date such statements are true):




     (a) the representations and warranties contained in Section 4.01
(except the representation set forth in the last sentence of subsection
(e) thereof) are correct on and as of such date, before and after giving
effect to such Borrowing, such issuance or such Extension Date and to the
application of the proceeds therefrom, as though made on and as of such
date, and




     (b) no event has occurred and is continuing, or would result from
such Borrowing, issuance or such Extension Date or from the application
of the proceeds therefrom, that constitutes a Default.



          SECTION 3.03. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to the Lenders unless
an officer of the Agent responsible for the transactions contemplated by this
Agreement shall have received notice from
such Lender prior to the date that the Borrower, by notice to the Lenders,
designates as the proposed Effective Date, specifying its objection thereto.
The Agent shall promptly notify the Lenders of the occurrence of the Effective
Date.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




          SECTION 4.01. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:




     (a) The Borrower is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, and is
properly qualified to do business and in good standing in, and where
necessary to maintain its rights and privileges has complied with the
fictitious name statute of,



Computer Associates Credit Agreement 

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every jurisdiction where the failure to
maintain such qualification, good standing or compliance could reasonably
be expected to have a Material Adverse Effect.




     (b) The execution, delivery and performance by the Borrower of this
Agreement and the Notes to be delivered by it, and the consummation of
the transactions contemplated hereby, are within the Borrower’s corporate
powers, have been duly authorized by all necessary corporate action, and
do not contravene (i) the Borrower’s charter or by-laws or (ii) law or
any material agreement binding on the Borrower or (iii) to the best of
the Borrower’s knowledge, any other agreement binding on the Borrower
which, as to any agreement referred to in this clause (iii), could be
reasonably expected to have a Material Adverse Effect.




     (c) No authorization or approval or other action by, and no notice
to or filing with, (i) any governmental authority or regulatory body or
(ii) any other third party under any material agreement binding on the
Borrower or (iii) to the best of the Borrower’s knowledge, under any
other agreement binding on the Borrower, is required for the due
execution, delivery and performance by the Borrower of this Agreement or
the Notes to be delivered by it, other than those authorizations or
approvals or actions that have been obtained or notices or filings that
have been made or, in the case of any third party under an agreement
described in clause (iii), except to the extent that failure to obtain
such authorization or approval or action, or make such notice or filing
could not reasonably be expected to have a Material Adverse Effect.




     (d) This Agreement has been, and each of the Notes to be delivered
by it when delivered hereunder will have been, duly executed and
delivered by the Borrower. This Agreement is, and each of the Notes when
delivered hereunder will be, the legal, valid and binding obligation of
the Borrower enforceable against the Borrower in accordance with their
respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.




     (e) The Consolidated balance sheet of the Borrower and its
Subsidiaries as at March 31, 2004, and the related Consolidated
statements of income and cash flows of the Borrower and its Subsidiaries
for the fiscal year then ended, accompanied by an opinion of KPMG LLP,
independent public accountants, and the Consolidated balance sheet of the
Borrower and its Subsidiaries as at September 30, 2004, and the related
Consolidated statements of income and cash flows of the Borrower and its
Subsidiaries for the six months then ended, duly certified by the chief
financial officer or treasurer of the Borrower, copies of which have been
furnished to each Lender, fairly present in all material respects,
subject, in the case of said balance sheet as at September 30, 2004, and
said statements of income and cash flows for the six months then ended,
to year-end audit adjustments and the absence of footnotes, the
Consolidated financial condition of the Borrower and its Subsidiaries as
at such dates and the Consolidated results of the operations of the
Borrower and its Subsidiaries for the periods ended on such dates, all in
accordance with generally accepted accounting principles consistently
applied. Since March 31, 2004,
there has been no Material Adverse Change, except as disclosed in
public filings made with the Securities and Exchange Commission prior to
October 28, 2004.




     (f) There is no pending or, to the knowledge of the Borrower,
threatened action, suit, investigation, litigation or proceeding,
including, without limitation, any Environmental Action, against the
Borrower or any of its Subsidiaries before any court, governmental agency
or arbitrator that (i) is reasonably likely to have a Material Adverse
Effect (other than the Disclosed Litigation) or (ii) purports to affect
the legality, validity or enforceability of this Agreement or any Note or
of the consummation of the transactions contemplated hereby, and there
has been no material adverse change in the status, or financial effect on
the Borrower or any of its Subsidiaries, of the Disclosed Litigation from
that described in public filings with the Securities and Exchange
Commission prior to October 28, 2004.




     (g) The Borrower is not engaged in the business of extending credit
for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the Board of



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 Governors of the Federal
Reserve System), and no proceeds of any Advance will be used in a manner
that would violate, or result in a violation of, such Regulation U.




     (h) The Borrower is not an “investment company”, or a company
“controlled” by an “investment company”, within the meaning of the
Investment Company Act of 1940, as amended. The Borrower is not a
“holding company” or a “subsidiary” of a “holding company” as defined in
the Public Utility Holding Company Act of 1935, as amended.




     (i) The Borrower is, individually and together with its
Subsidiaries, Solvent. “Solvent” means, with respect to any Person on a
particular date, that on such date (i) the fair value of the property of
such Person is greater than the total amount of liabilities, including,
without limitation, contingent liabilities, of such Person, (ii) the
present fair salable value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (iii) such
Person does not intend to, and does not believe that it will, incur debts
or liabilities beyond such Person’s ability to pay such debts and
liabilities as they mature and (iv) such Person is not engaged in
business or a transaction, and is not about to engage in business or a
transaction, for which such Person’s property would constitute an
unreasonably small capital. The amount of contingent liabilities at any
time shall be computed as the amount that, in the light of all the facts
and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.




     (j) No ERISA Event has occurred or is reasonably expected to occur
with respect to any Plan.




     (k) (i) As of the date of this Agreement, the funded current
liability percentage, as defined in Section 302(d)(8) of ERISA, of each
Plan exceeds 90% and there has been no material adverse change in the
funding status of any such Plan since such date; and (ii) as of the last
annual actuarial valuation date, the funded current liability percentage,
as defined in Section 302(d)(8) of ERISA, of each Plan with an unfunded
current liability, as defined in Section 302(d)(8) of ERISA, in excess of
$25,000,000 exceeds 90% and there has been no material adverse change in
the funding status of any such Plan since such date.




     (l) Neither the Borrower nor any ERISA Affiliate has incurred or is
reasonably expected to incur any Withdrawal Liability to any
Multiemployer Plan.




     (m) Neither the Borrower nor any ERISA Affiliate has been notified
by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or has been terminated, within the meaning of Title IV of
ERISA, and no such Multiemployer Plan is reasonably expected to be in
reorganization or to be terminated, within the meaning of Title IV of
ERISA.


     (n) The Borrower and each of its Subsidiaries has good and
marketable title to its properties and assets (other than those
properties and assets the loss of which would not reasonably be expected
to have a Material Adverse Effect) free and clear of all Liens or rights
of others, except for Liens permitted by Section 5.02(a).




     (o) No information, schedule, exhibit or report furnished by the
Borrower to the Agent or to any Lender in connection with this Agreement,
or in connection with any Advance, contained any untrue statement of a
material fact or omitted a material fact necessary to make the statement
made not misleading in light of all the circumstances existing at the
date the statement was made.



          SECTION 4.02. Representation and Warranty of the Lenders. Each of the
Lenders represents to the Agent and each of the other Lenders that it in good
faith is not relying upon any “margin stock” (as defined in Regulation U issued
by the Board of Governors of the Federal Reserve System) as collateral in the
extension or maintenance of the credit provided for in this Agreement.



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ARTICLE V




COVENANTS OF THE BORROWER




          SECTION 5.01. Affirmative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder or any Letter of
Credit shall be outstanding, the Borrower will:




     (a) Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply, in all material respects, with all applicable
laws, rules, regulations and orders, such compliance to include, without
limitation, compliance with ERISA and Environmental Laws.




     (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
Material Subsidiaries to pay and discharge, before the same shall become
delinquent, all material taxes, assessments and governmental charges or
levies imposed upon it or upon its property; provided, however, that
neither the Borrower nor any of its Material Subsidiaries shall be
required to pay or discharge any such tax, assessment, charge or claim
that is being contested in good faith and by proper proceedings and as to
which appropriate reserves are being maintained.




     (c) Maintenance of Insurance. Maintain, and cause each of its
Material Subsidiaries to maintain, insurance with responsible and
reputable insurance companies or associations in such amounts and
covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in
which the Borrower or such Material Subsidiary operates; provided,
however, that the Borrower and its Material Subsidiaries may self-insure
to the same extent as other companies engaged in similar businesses and
owning similar properties in the same general areas in which the Borrower
or such Material Subsidiary operates and to the extent consistent with
prudent business practice.




     (d) Preservation of Corporate Existence, Etc. Preserve and
maintain, and cause each of its Material Subsidiaries to preserve and
maintain, its corporate existence, rights (charter and statutory) and
franchises; provided, however, that the Borrower and its Material
Subsidiaries may consummate any merger or consolidation permitted under
Section 5.02(b) and provided further that neither the Borrower nor any of
its Material Subsidiaries shall be required to preserve any right or
franchise or, in the case of any Material Subsidiary, corporate
existence, if the Board of Directors of the Borrower or such Material
Subsidiary shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Borrower or such Material
Subsidiary, as the case may be, and that the loss thereof is not
disadvantageous in any material respect to the Borrower, such Material
Subsidiary or the Lenders.




     (e) Visitation Rights. At any reasonable time, from time to time,
upon reasonable notice, permit the Agent or any of the Lenders or any
agents or representatives thereof, to examine and make copies of and
abstracts from the records and books of account of, and visit the
properties of, the Borrower and any of its Subsidiaries, and to discuss
the affairs, finances and accounts of the Borrower and any of its
Material Subsidiaries with any of their officers or directors and with
their independent certified public accountants.




     (f) Keeping of Books. Keep, and cause each of its Subsidiaries to
keep, proper books of record and account, in which full and correct
entries shall be made of all financial transactions and the assets and
business of the Borrower and each such Subsidiary in accordance with
generally accepted accounting principles in effect from time to time.




     (g) Maintenance of Properties, Etc. Maintain and preserve, and
cause each of its Material Subsidiaries to maintain and preserve, all of
its properties that are used or useful in the conduct of its business in
good working order and condition, ordinary wear and tear excepted.



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     (h) Transactions with Affiliates. Conduct, and cause each of its
Subsidiaries to conduct, all transactions otherwise permitted under this
Agreement with any of their Affiliates on terms that are fair and
reasonable and no less favorable to the Borrower or such Subsidiary than
it would obtain in a comparable arm’s-length transaction with a Person
not an Affiliate; provided that this covenant shall not limit (i)
transactions with officers or directors of the Borrower to the extent
that such transactions are consistent with past practice, (ii)
transactions among Subsidiaries of the Borrower, (iii) transactions
between the Borrower and any special purpose entity established in
connection with a securitization permitted under Section 5.02(a)(vii) or
(viii) or (iv) any transaction permitted under Section 5.02(e).




     (i) Reporting Requirements. Furnish to the Lenders:




     (i) as soon as available and in any event within 45 days after
the end of each of the first three quarters of each fiscal year of
the Borrower, the Consolidated balance sheet of the Borrower and
its Subsidiaries as of the end of such quarter and Consolidated
statements of income and cash flows of the Borrower and its
Subsidiaries for the period commencing at the end of the previous
fiscal year and ending with the end of such quarter, duly certified
(subject to year-end audit adjustments) by the chief financial
officer or treasurer of the Borrower as having been prepared in
accordance with generally accepted accounting principles and
certificates of the chief financial officer or treasurer of the
Borrower as to compliance with the terms of this Agreement and
setting forth in reasonable detail the calculations necessary to
demonstrate compliance with Section 5.03, provided that in the
event of any change in generally accepted accounting principles
used in the preparation of such financial statements, the Borrower
shall also provide, if necessary for the determination of
compliance with Section 5.03, a statement of reconciliation
conforming such financial statements to GAAP;




     (ii) as soon as available and in any event within 90 days
after the end of each fiscal year of the Borrower, a copy of the
annual audit report for such year for the Borrower and its
Subsidiaries, containing the Consolidated balance sheet of the
Borrower and its Subsidiaries as of the end of such fiscal year and
Consolidated statements of income and cash flows of the Borrower
and its Subsidiaries for such fiscal year, in each case accompanied
by an opinion reasonably acceptable to the Required Lenders by KPMG
LLP or other independent public accountants reasonably acceptable
to the Required Lenders and certificates of the chief financial
officer or treasurer of the Borrower as to compliance with the
terms of this Agreement and setting forth in reasonable detail the
calculations necessary to demonstrate compliance with Section 5.03
and the determination of the Liquidity Condition, provided that in
the event of any change in generally accepted accounting principles
used in the preparation of such financial statements, the Borrower
shall also provide, if necessary for the determination of
compliance with Section 5.03, a statement of reconciliation
conforming such financial statements to GAAP;




     (iii) as soon as possible and in any event within five
Business Days after the occurrence of each Default continuing on
the date of such statement, a statement of the chief financial
officer or treasurer of the Borrower setting forth details of such
Default and the action that the Borrower has taken and proposes to
take with respect thereto;




     (iv) promptly after the sending or filing thereof, copies of
all quarterly and annual reports that the Borrower sends to its
public securityholders generally, and copies of all reports on Form
8-K and registration statements for the public offering (other than
pursuant to employee plans) of securities that the Borrower or any
Subsidiary files with the Securities and Exchange Commission or any
national securities exchange;




     (v) promptly after the commencement thereof, notice of all
actions and proceedings before any court, governmental agency or
arbitrator of the type described in Section 4.01(f); and



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     (vi) such other information respecting the Borrower or any of
its Subsidiaries or any Plan or Multiemployer Plan as any Lender
through the Agent may from time to time reasonably request.



          SECTION 5.02. Negative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder or any Letter of
Credit shall be outstanding, the Borrower will not:




     (a) Liens, Etc. Create or suffer to exist, or permit any of its
Subsidiaries to create or suffer to exist, any Lien on or with respect to
any of its properties, whether now owned or hereafter acquired, or
assign, or permit any of its Subsidiaries to assign, any right to receive
income, other than:




     (i) Permitted Liens,




     (ii) purchase money Liens upon or in any real property
(including, without limitation, buildings and buildouts thereon) or
equipment constructed, acquired or held by the Borrower or any
Subsidiary in the ordinary course of business to secure the
purchase price or cost of construction of such property or
equipment or to secure Debt incurred solely for the purpose of
financing the acquisition or construction of such property or
equipment, or Liens existing on such property or equipment at the
time of its acquisition (other than any such Liens created in
contemplation of such acquisition that were not incurred to finance
the acquisition of such property) or extensions, renewals or
replacements of any of the foregoing for the same or a lesser
amount, provided, however, that no such Lien shall extend to or
cover any properties of any character other than the real property
or equipment being acquired or constructed, and no such extension,
renewal or replacement shall extend to or cover any properties not
theretofore subject to the Lien being extended, renewed or
replaced,




     (iii) the Liens existing on the Effective Date and described
on Schedule 5.02(a) hereto,




     (iv) Liens on property of a Person existing at the time such
Person is merged into or consolidated with the Borrower or any
Subsidiary of the Borrower or becomes a Subsidiary of the Borrower;
provided that such Liens were not created in contemplation of such
merger, consolidation or acquisition and do not extend to any
assets other than those of the Person so merged into or
consolidated with the Borrower or such Subsidiary or acquired by
the Borrower or such Subsidiary,




     (v) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory
obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of
business,




     (vi) Liens in favor of the United States of America or any
other governmental agencies or entities for amounts paid to the
Borrower or any of its Subsidiaries as progress payments under
government contracts entered into by it,




     (vii) Liens on real property,




     (viii) Liens on accounts receivable (including, without
limitation, license receivables), or sales, conveyances, transfers
or other dispositions of accounts receivables (including, without
limitation, license receivables) to secure Debt for Borrowed Money
in connection with or to the extent otherwise related to
securitization programs not in excess of $750,000,000 in the
aggregate for all such securitization programs of the Borrower and
its Subsidiaries,




     (ix) other Liens securing Debt or other obligations or claims
in an aggregate principal amount not to exceed $150,000,000 at any
time outstanding, and



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     (x) the replacement, extension or renewal of any Lien
permitted by clause (iii), (iv) or (vii) above upon or in the same
property or assets theretofore subject thereto or the replacement,
extension or renewal (without increase in the amount or change in
any direct or contingent obligor other than changes among
Subsidiaries of the Borrower and changes from the Borrower to any
of its Subsidiaries) of the Debt secured thereby.




     (b) Mergers, Etc. Merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in
a series of transactions) all or substantially all of its assets (whether
now owned or hereafter acquired) to, any Person, or permit any of its
Subsidiaries to do so, except that (i) any Subsidiary of the Borrower may
merge or consolidate with or into, or dispose of assets to, any other
Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge
or consolidate with or into or dispose of assets to the Borrower, (iii)
any Subsidiary of the Borrower formed for the purpose of acquiring any
other Person may merge or consolidate with or into such other Person and
(iv) any Subsidiary of the Borrower may merge or consolidate with or
into, or dispose of assets to, any other Person so long as the aggregate
net book value of such Subsidiaries or such assets that are the subject
of such transactions shall not exceed in any four consecutive fiscal
quarters an amount equal to the sum of 3% of the Consolidated assets of
the Borrower and its Subsidiaries, taken as a whole, plus Deferred
Revenue, in each case, as at the beginning of such period of four
consecutive fiscal quarters, provided that (A) any transaction referred
to in Sections 5.01(h)(iii) and (iv) is permitted without regard to the
foregoing limitation and (B) to the extent that the Borrower uses the
net, after-tax proceeds received as a result of any such merger,
consolidation or disposition to prepay or repay its Debt (other than
Subordinated Debt), only 50% of the book value of such Subsidiary or such
assets that are the subject of such transaction shall be included in the
amount specified in this clause (iv), provided, in each case, that no
Default shall have occurred and be continuing at the time of such
proposed transaction or would result therefrom.




     (c) Accounting Changes. Make, or permit any of its Subsidiaries to
make, any change in accounting policies or reporting practices, except as
required or permitted by generally accepted accounting principles.




     (d) Change in Nature of Business. Make or cause to be made any
material change in the nature of the business carried on by the Borrower
and its Subsidiaries taken as a whole at the date hereof.




     (e) Dividends, Etc. Declare or make any dividend payment or other
distribution of assets, properties, cash, rights, obligations or
securities on account of any shares of any common stock of the Borrower,
or purchase, redeem or otherwise acquire for value (or permit any of its
Subsidiaries to do so) any shares of any common stock of the Borrower or
any warrants, rights or options to acquire any such shares, now or
hereafter outstanding (collectively, “Restricted Payments”), except that,
so long as no Default shall have occurred and be continuing at the time
of any action described below or would result therefrom, the Borrower may
(i) declare and make any dividend payment or other distribution payable
in
common stock of the Borrower (including, without limitation, stock
splits), (ii) purchase, redeem or otherwise acquire shares of its common
stock or warrants, rights or options to acquire any such shares with the
proceeds received from the substantially concurrent issue of new shares
of its common stock and (iii) make Restricted Payments with cash or other
assets (x) at any time that, after giving effect thereto, the Liquidity
Condition (as defined below) is met or (y) if the Liquidity Condition is
not met on any date during any calendar year, in an amount not to exceed
the greater of (1) such Restricted Payments made during such calendar
year in accordance with clause (x) above or (2) $400,000,000 plus any
applicable Carry Forward Amount (as defined below), provided, that if on
December 31 of any calendar year the Liquidity Condition is met, the
Borrower may declare and make Restricted Payments in accordance with
clause (iii)(x) above for the next succeeding calendar year. The value
of dividends and other distributions, purchases, redemptions or
retirements or other acquisitions of shares for consideration other than
cash shall be determined by reference to the book value of such
consideration. Notwithstanding anything to the contrary in this
subsection (e), (i) any purchases or other acquisitions of shares of
common stock of the Borrower, or any warrants, rights or options to
acquire any such shares, for current or former employees, directors or
consultants made pursuant to a compensation plan or compensation
agreement and (ii) any call



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 spread transactions (or the exercise thereof)
in connection with the issuance of any convertible securities of the
Borrower shall not be limited in any way by this subsection (e) and shall
not be counted in the dollar limitations specified in this subsection
(e). “Liquidity Condition” means, as of any date, the Borrower has cash
and Marketable Securities in an amount equal to the sum of (A)
$750,000,000 plus (B) the aggregate principal amount of the Advances and
the aggregate Available Amount of Letters of Credit outstanding on such
date. “Carry Forward Amount” means the amount, to accumulate at a rate
of not more than $300,000,000 for any calendar year, equal to the excess
of the amount of Restricted Payments permitted to be made in any calendar
year made pursuant to clause (iii)(y)(2) above over the amount of
Restricted Payments actually made in such calendar year pursuant to
clause (iii)(y)(2) above. “Marketable Securities” means any of the
following, to the extent owned by the Borrower or any of its Subsidiaries
free and clear of all Liens: (1) readily marketable direct obligations
of the Government of the United States or any agency or instrumentality
thereof or obligations unconditionally guaranteed by the full faith and
credit of the Government of the United States, (2) insured certificates
of deposit of or time deposits with any commercial bank that is a Lender
or a member of the Federal Reserve System, issues (or the parent of which
issues) commercial paper rated as described in clause (3), is organized
under the laws of the United States or any State thereof and has combined
capital and surplus of at least $1 billion, (3) commercial paper in an
aggregate amount of no more than $50,000,000 per issuer outstanding at
any time, issued by any corporation organized under the laws of any State
of the United States and rated at least “Prime-1” (or the then equivalent
grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P, (4)
debt securities in an aggregate amount of no more than $10,000,000 per
issuer outstanding at any time, issued by any corporation organized under
the laws of any State of the United States and rated at least “A2” (or
the then equivalent grade) by Moody’s or “A” (or the then equivalent
grade) by S&P, (5) debt securities in an aggregate amount of no more than
$10,000,000 per issuer outstanding at any time, issued by any Person
organized under the laws of any jurisdiction other than any State of the
United States and rated at least “Aa2” (or the then equivalent grade) by
Moody’s or “AA” (or the then equivalent grade) by S&P, (6) obligations
issued by states, counties and municipalities, rated at least “MIG-2” or
“or VMIG-2” (or the then equivalent grade) by Moody’s or “AP2” or “A” (or
the then equivalent grade) by S&P or (7) asset backed obligations or
certificates of interest in such asset backed obligations, rated at least
“Aaa” (or the then equivalent grade) by Moody’s or “AAA” (or the then
equivalent grade) by S&P.




     (f) Speculative Transactions. Engage, or permit any of its
Subsidiaries to engage, in any transaction that (i) is speculative and
does not hedge or mitigate business risks of the Borrower or its
Subsidiaries consistent with prudent business practice or (ii) involves
commodity options or take-or-pay contracts.



          SECTION 5.03. Financial Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder or any Letter of
Credit shall be outstanding, the Borrower will:




     (a) Leverage Ratio. Maintain, as of any date, a ratio of
Consolidated Debt for Borrowed Money of the Borrower and its Subsidiaries
as of such date to Consolidated Cash Flow of the Borrower and its
Subsidiaries for the period of four fiscal quarters ended on or
immediately prior to each period set forth below of not greater than the
amount set forth below for each such period:



	 	 	 	 	 
	Quarter Ending On
	 	Ratio

	December 31, 2004
	 	 	3.25 : 1.00	 
	March 31, 2005 and thereafter
	 	 	2.75 :1.00	 








     (b) Interest Coverage Ratio. Maintain, as of any date, a ratio of
Consolidated Cash Flow of the Borrower and its Subsidiaries for the
period of four fiscal quarters ended on or immediately prior to such date
to the sum of interest payable on, and amortization of debt discount in
respect of, all




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Consolidated Debt for Borrowed Money of the Borrower and
its Subsidiaries during such period by the Borrower and its Subsidiaries
of not less than 5.00 to 1.00.



ARTICLE VI




EVENTS OF DEFAULT




          SECTION 6.01. Events of Default. If any of the following events (“Events
of Default”) shall occur and be continuing:




     (a) The Borrower shall fail to pay any principal of any Advance when
the same becomes due and payable; or the Borrower shall fail to pay any
interest on any Advance or make any other payment of fees or other
amounts payable under this Agreement or any Note within three Business
Days after the same becomes due and payable; or




     (b) Any representation or warranty made by the Borrower herein or by
the Borrower (or any of its officers) in connection with this Agreement
shall prove to have been incorrect in any material respect when made or
deemed made; or




     (c) (i) The Borrower shall fail to perform or observe any term,
covenant or agreement contained in Section 5.01(d) (as to the corporate
existence of the Borrower), (e), (h) or (i)(iii), 5.02 or 5.03, or (ii)
the Borrower shall fail to perform or observe any other term, covenant or
agreement contained in this Agreement on its part to be performed or
observed if such failure shall remain unremedied for 30 days after
written notice thereof shall have been given to the Borrower by the Agent
or any Lender; or




     (d) The Borrower or any of its Subsidiaries shall fail to pay any
principal of or premium or interest on any Debt that is outstanding in a
principal or notional amount of at least $50,000,000 in the aggregate
(but excluding Debt outstanding hereunder) of the Borrower or such
Subsidiary (as the case may be), when the same becomes due and payable
(whether by scheduled maturity, required prepayment, acceleration, demand
or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such
Debt; or any other event shall occur or condition shall exist under any
agreement or instrument relating to any such Debt and shall continue
after the applicable grace period, if any, specified in such agreement or
instrument, if the effect of such event or condition is to accelerate, or
to permit the acceleration of, the maturity of such Debt; or any such
Debt shall be declared to be due and payable, or required to be prepaid
or redeemed (other than by a regularly scheduled required prepayment or
redemption), purchased or defeased, or an offer to prepay, redeem,
purchase or defease such Debt shall be required to be made, in each case
prior to the stated maturity thereof; or




     (e) The Borrower or any of its Subsidiaries shall generally not pay
its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make a general assignment
for the benefit of creditors; or any proceeding shall be instituted by or
against the Borrower or any of its Subsidiaries seeking to adjudicate it
a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry
of an order for relief or the appointment of a receiver, trustee,
custodian or other similar official for it or for any substantial part of
its property and, in the case of any such proceeding instituted against
it (but not instituted by it), either such proceeding shall remain
undismissed or unstayed for a period of 60 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an
order for relief against, or the appointment of a receiver, trustee,
custodian or other similar official for, it or for any substantial part
of its property) shall occur; or the Borrower or any of its Subsidiaries
shall take any corporate action to authorize any of the actions set forth
above in this subsection (e); or



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     (f) Judgments or orders for the payment of money in excess of
$50,000,000 in the aggregate shall be rendered against the Borrower or
any of its Subsidiaries and such judgment or order shall not have been
vacated, discharged, stayed or bonded pending appeal within 30 days from
the entry thereof; or




     (g) (i) Any Person or “group” (within the meaning of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as amended) shall have
acquired beneficial ownership of 20% or more of any outstanding class of
capital stock of the Borrower having ordinary voting power in the
election of directors of the Borrower (other than any Person or “group”
which owns such amount of capital stock on the date hereof); or (ii)
during any period of up to 12 consecutive months, commencing before or
after the date of this Agreement, individuals who at the beginning of
such 12-month period were directors of the Borrower shall cease for any
reason to constitute a majority of the board of directors of the Borrower
(except to the extent that individuals who at the beginning of such
12-month period were replaced by individuals (x) elected by a majority of
the remaining members of the board of directors of the Borrower or (y)
nominated for election by a majority of the remaining members of the
board of directors of the Borrower and thereafter elected as directors by
the shareholders of the Borrower); or




     (h) The Borrower or any of its ERISA Affiliates shall incur, or
shall be reasonably likely to incur liability in excess of $50,000,000 in
the aggregate as a result of one or more of the following: (i) the
occurrence of any ERISA Event; (ii) the partial or complete withdrawal of
the Borrower or any of its ERISA Affiliates from a Multiemployer Plan; or
(iii) the reorganization or termination of a Multiemployer Plan;



then, and in any such event, the Agent (i) shall at the request, or may with
the consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Advances (other than Advances by an Issuing
Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to issue
Letters of Credit to be terminated, whereupon the same shall forthwith
terminate, and (ii) shall at the request, or may with the consent, of the
Required Lenders, by notice to the Borrower, declare the Advances, all interest
thereon and all other amounts payable under this Agreement to be forthwith due
and payable, whereupon the Advances, all such interest and all such amounts
shall become and be forthwith due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by the Borrower; provided, however, that in the event of an actual or deemed
(pursuant to Section 301 of the Federal Bankruptcy Code) entry of an order for
relief with respect to the Borrower under the Federal Bankruptcy Code, (A) the
obligation of each Lender to make Advances (other than Advances by an Issuing
Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to issue
Letters of Credit shall automatically be terminated and (B) the Advances, all
such interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrower.




          SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.
If any Event of Default shall have occurred and be continuing, the Agent may
with the consent, or shall at the request, of the Required Lenders,
irrespective of whether
it is taking any of the actions described in Section 6.01 or otherwise,
make demand upon the Borrower to, and forthwith upon such demand the Borrower
will, (a) pay to the Agent on behalf of the Lenders in same day funds at the
Agent’s office designated in such demand, for deposit in the L/C Cash
Collateral Account, an amount equal to the aggregate Available Amount of all
Letters of Credit then outstanding or (b) make such other arrangements in
respect of the outstanding Letters of Credit as shall be acceptable to the
Required Lenders; provided, however, that in the event of an actual or deemed
(pursuant to Section 301 of the Federal Bankruptcy Code) entry of an order for
relief with respect to the Borrower under the Federal Bankruptcy Code, an
amount equal to the aggregate Available Amount of all outstanding Letters of
Credit shall be immediately due and payable to the Agent for the account of the
Lenders without notice to or demand upon the Borrower, which are expressly
waived by the Borrower, to be held in the L/C Cash Collateral Account. If at
any time the Agent determines that any funds held in the L/C Cash Collateral
Account are subject to any right or claim of any Person other than the Agent
and the Lenders or that the total amount of such funds is less than the
aggregate Available Amount of all Letters of Credit, the Borrower will,
forthwith upon demand by the Agent, pay to the Agent, as additional funds to be
deposited and held in the L/C Cash Collateral Account, an amount equal to the
excess of (a) such aggregate Available Amount over (b) the total amount of
funds, if any, then held in the L/C Cash Collateral Account that the Agent
determines to be free and clear of any such right and claim. Upon the drawing
of any Letter



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of Credit, to the extent funds are on deposit in the L/C Cash
Collateral Account, such funds shall be applied to reimburse the Issuing Banks
to the extent permitted by applicable law. After all such Letters of Credit
shall have expired or been fully drawn upon and all other obligations of the
Borrower hereunder and under the Notes shall have been paid in full, the
balance, if any, in such LC Cash Collateral Account shall be returned to the
Borrower.




ARTICLE VII




THE AGENT




          SECTION 7.01. Authorization and Action. Each Lender (in its capacities
as a Lender and Issuing Bank (as applicable)) hereby appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such
powers and discretion under this Agreement as are delegated to the Agent by the
terms hereof, together with such powers and discretion as are reasonably
incidental thereto. As to any matters not expressly provided for by this
Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions
of the Required Lenders, and such instructions shall be binding upon all
Lenders and all holders of Notes; provided, however, that the Agent shall not
be required to take any action that exposes the Agent to personal liability or
that is contrary to this Agreement or applicable law. The Agent agrees to give
to each Lender prompt notice of each notice given to it by the Borrower
pursuant to the terms of this Agreement.



          SECTION 7.02. Agent’s Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken
or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may
treat the Lender that made any Advance as the holder of the Debt resulting
therefrom until the Agent receives and accepts an Assumption Agreement entered
into by an Assuming Lender as provided in Section 2.18 or 2.19, as the case may
be, or an Assignment and Acceptance entered into by such Lender, as assignor,
and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may
consult with legal counsel (including counsel for the Borrower), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts; (iii) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations (whether written or oral) made in or
in connection with this Agreement; (iv) shall not have any duty to ascertain or
to inquire as to the performance, observance or satisfaction of any of the
terms, covenants or conditions of this Agreement on the part of the Borrower or
the existence at any time of any Default or to inspect the property (including
the books and records) of the Borrower; (v) shall not be responsible to any
Lender for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, this
Agreement or any other instrument or document furnished pursuant hereto; and
(vi) shall incur no liability under or in respect of this
Agreement by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telecopier or telegram ) believed by it
to be genuine and signed or sent by the proper party or parties.



          SECTION 7.03. CNAI and Affiliates. With respect to its Commitment, the
Advances made by it and the Note issued to it, CNAI shall have the same rights
and powers under this Agreement as any other Lender and may exercise the same
as though it were not the Agent; and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated, include CNAI in its individual capacity.
CNAI and its Affiliates may accept deposits from, lend money to, act as trustee
under indentures of, accept investment banking engagements from and generally
engage in any kind of business with, the Borrower, any of its Subsidiaries and
any Person who may do business with or own securities of the Borrower or any
such Subsidiary, all as if CNAI were not the Agent and without any duty to
account therefor to the Lenders. The Agent shall have no duty to disclose
information obtained or received by it or any of its Affiliates relating to the
Borrower or its Subsidiaries to the extent such information was obtained or
received in any capacity other than as Agent.



          SECTION 7.04. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Agent or any other Lender and
based on the financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate, made its own credit
analysis



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and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.




          SECTION 7.05. Indemnification. (a) The Lenders agree to indemnify the
Agent (to the extent not reimbursed by the Borrower), ratably according to the
respective principal amounts of the Advances then owed to each of them (or if
no Advances are at the time outstanding, ratably according to the respective
amounts of their Revolving Credit Commitments), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that
may be imposed on, incurred by, or asserted against the Agent in any way
relating to or arising out of this Agreement or any action taken or omitted by
the Agent under this Agreement (collectively, the “Indemnified Costs”),
provided that no Lender shall be liable for any portion of the Indemnified
Costs resulting from the Agent’s gross negligence or willful misconduct.
Without limitation of the foregoing, each Lender agrees to reimburse the Agent
promptly upon demand for its ratable share of any out-of-pocket expenses
(including reasonable counsel fees) incurred by the Agent in connection with
the preparation, execution, delivery, administration, modification, amendment
or enforcement (whether through negotiations, legal proceedings or otherwise)
of, or legal advice in respect of rights or responsibilities under, this
Agreement, to the extent that the Agent is not reimbursed for such expenses by
the Borrower. In the case of any investigation, litigation or proceeding
giving rise to any Indemnified Costs, this Section 7.05 applies whether any
such investigation, litigation or proceeding is brought by the Agent, any
Lender or a third party.



          (b) Each Lender severally agrees to indemnify the Issuing Banks (to the
extent not promptly reimbursed by the Borrower) from and against such Lender’s
ratable share (determined as provided below) of any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against any such Issuing Bank in any way relating
to or arising out of this Agreement or any action taken or omitted by such
Issuing Bank hereunder or in connection herewith; provided, however, that no
Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Issuing Bank’s gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse any such Issuing Bank promptly upon demand for its ratable share of
any costs and expenses (including, without limitation, fees and expenses of
counsel) payable by the Borrower under Section 8.04, to the extent that such
Issuing Bank is not promptly reimbursed for such costs and expenses by the
Borrower.



          (c) For purposes of this Section 7.05, the Lenders’ respective ratable
shares of any amount shall be determined, at any time, according to the sum of
(i) the aggregate principal amount of the Advances outstanding at such time and
owing to the respective Lenders, (ii) their respective Pro Rata Shares of the
aggregate Available Amount of all Letters of Credit outstanding at such time
and (iii) their respective Unused Commitments at such time; provided that the
aggregate principal amount of Advances owing to the Issuing Banks as a result
of drawings under Letters of Credit shall be considered to be owed to the
Lenders ratably in accordance with their respective Revolving Credit
Commitments. The failure of any Lender to reimburse the Agent or any such
Issuing Bank, as the case may be, promptly upon demand for its ratable share of
any amount required to be paid by the Lenders to such Agent or such Issuing
Bank, as the case may be, as provided herein shall not relieve any other Lender
of its obligation hereunder to reimburse such Agent or Issuing Bank, as the
case may be, for its ratable share of such amount, but no Lender shall be
responsible for the failure of any other Lender to reimburse the Agent or any
such Issuing Bank, as the case may be, for such other Lender’s ratable share of
such amount. Without prejudice to the survival of any other agreement of any
Lender hereunder, the agreement and obligations of each Lender contained in
this Section 7.05 shall survive the payment in full of principal, interest and
all other amounts payable hereunder and under the Notes.



          SECTION 7.06. Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Required Lenders. Upon any
such resignation or removal, the Required Lenders shall have the right to
appoint a successor Agent with the prior consent of the Borrower (so long as no
Event of Default shall have occurred and be continuing). If no successor Agent
shall have been so appointed by the Required Lenders, and shall have accepted
such appointment, within 30 days after the retiring Agent’s giving of notice of
resignation or the Required Lenders’



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removal of the retiring Agent, then the
retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which
shall be a commercial bank organized under the laws of the United States of
America or of any State thereof and having a combined capital and surplus of at
least $500,000,000. Upon the acceptance of any appointment as Agent hereunder
by a successor Agent, such successor Agent shall thereupon succeed to and
become vested with all the rights, powers, discretion, privileges and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations under this Agreement. After any retiring Agent’s resignation
or removal hereunder as Agent, the provisions of this Article VII shall inure
to its benefit as to any actions taken or omitted to be taken by it while it
was Agent under this Agreement.




          SECTION 7.07. Sub-Agent. The Sub-Agent has been designated under this
Agreement to carry out duties of the Agent. The Sub-Agent shall be subject to
each of the obligations in this Agreement to be performed by the Sub-Agent, and
each of the Borrower and the Lenders agrees that the Sub-Agent shall be
entitled to exercise each of the rights and shall be entitled to each of the
benefits of the Agent under this Agreement as relate to the performance of its
obligations hereunder.



          SECTION 7.08. Other Agents. Each Lender hereby acknowledges that no
Lender (other than the Agent) designated as any “Agent” on the signature pages
or the cover page hereof has any liability hereunder other than in its capacity
as a Lender.



ARTICLE VIII




MISCELLANEOUS




          SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision
of this Agreement or the Notes, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Borrower and the Required Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no amendment, waiver or
consent shall, unless in writing and signed by the Borrower and each Lender
affected thereby, do any of the following: (a) waive any of the conditions
specified in Section 3.01, (b) increase the Commitments of the Lenders (other
than as provided in Sections 2.18 or 2.19), provided that, any increase in the
aggregate Revolving Credit Commitments in excess of $1,250,000,000 will require
the consent of all of the Lenders), (c) reduce the principal of, or interest
on, the Advances or any fees or, to the extent then accrued, other amounts
payable hereunder, (d) postpone any date fixed for any payment of principal of,
or interest on, the Advances or any fees or, to the extent then accrued, other
amounts payable hereunder (other than as provided in Section 2.18), (e) change
the percentage of the Revolving Credit Commitments, the aggregate Available
Amount of outstanding Letters of Credit or of the aggregate unpaid principal
amount of the Advances, or the number of Lenders, that shall be required for
the Lenders or any of them to take any action hereunder or (f) amend this
Section 8.01; and provided further that no amendment, waiver or consent shall,
unless in writing and signed by the Agent in addition to the Lenders required
above to take such action, affect
the rights or duties of the Agent under this Agreement or any Note; and
provided further that no amendment, waiver or consent shall, unless in writing
and signed by the Issuing Banks in addition to the Lenders required above to
take such action, adversely affect the rights or obligations of the Issuing
Banks under this Agreement.



          SECTION 8.02. Notices, Etc. All notices and other communications
provided for hereunder shall be either (x) in writing (including telecopier or
telegraphic communication) and mailed, telecopied, telegraphed or delivered or
(y) as and to the extent set forth in Section 8.02(b) and in the proviso to
this Section 8.02(a), if to the Borrower, at its address at One Computer
Associates Plaza, Islandia, New York 11788-7000, Telecopier: (516) 342-4854,
Attention: General Treasurer, with a copy (other than in the case of
administrative notices) to Attention: General Counsel, Telecopier (516)
342-4866; if to any Bank, at its Domestic Lending Office specified opposite its
name on Schedule I hereto; if to any other Lender, at its Domestic Lending
Office specified in the Assumption Agreement or the Assignment and Acceptance
pursuant to which it became a Lender; and if to the Agent, at its address at
Two Penns Way, New Castle, Delaware 19720, Attention: Bank Loan Syndications
Department; or, as to the Borrower or the Agent, at such other address as shall
be designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrower and the Agent, provided that materials
required to be delivered pursuant to Section 5.01(i)(i), (ii) or (iv) shall be
delivered to the Agent as specified in Section 8.02(b) or as otherwise
specified to the Borrower by the



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Agent. All such notices and communications
shall, when mailed, telecopied, telegraphed or e-mailed, be effective when
deposited in the mails, telecopied, delivered to the telegraph company or
confirmed by e-mail, respectively, except that notices and communications to
the Agent pursuant to Article II, III or VII shall not be effective until
received by the Agent. Delivery by telecopier of an executed counterpart of
any amendment or waiver of any provision of this Agreement or the Notes or of
any Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of a manually executed counterpart thereof.




          (b) So long as CNAI or any of its Affiliates is the Agent, materials
required to be delivered pursuant to Section 5.01(i)(i), (ii) and (iv) shall be
delivered to the Agent in an electronic medium in a format acceptable to the
Agent and the Lenders by e-mail at oploanswebadmin@citigroup.com. The Borrower
agrees that the Agent may make such materials, as well as any other written
information, documents, instruments and other material relating to the
Borrower, any of its Subsidiaries or any other materials or matters relating to
this Agreement, the Notes or any of the transactions contemplated hereby, other
than notices pursuant to Article II (collectively, the “Communications”)
available to the Lenders by posting such notices on Intralinks or a
substantially similar electronic system (the “Platform”). The Borrower
acknowledges that (i) the distribution of material through an electronic medium
is not necessarily secure and that there are confidentiality and other risks
associated with such distribution, (ii) the Platform is provided “as is” and
“as available” and (iii) neither the Agent nor any of its Affiliates warrants
the accuracy, adequacy or completeness of the Communications or the Platform
and each expressly disclaims liability for errors or omissions in the
Communications or the Platform. No warranty of any kind, express, implied or
statutory, including, without limitation, any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects, is made by the Agent or any of its
Affiliates in connection with the Platform.



          (c) Each Lender agrees that notice to it (as provided in the next
sentence) (a “Notice”) specifying that any Communications have been posted to
the Platform shall constitute effective delivery of such information, documents
or other materials to such Lender for purposes of this Agreement; provided that
if requested by any Lender the Agent shall deliver a copy of the Communications
to such Lender by email or telecopier. Each Lender agrees (i) to notify the
Agent in writing of such Lender’s e-mail address to which a Notice may be sent
by electronic transmission (including by electronic communication) on or before
the date such Lender becomes a party to this Agreement (and from time to time
thereafter to ensure that the Agent has on record an effective e-mail address
for such Lender) and (ii) that any Notice may be sent to such e-mail address.



          SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender
or the Agent to exercise, and no delay in exercising, any right hereunder or
under any Note shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.



          SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay
reasonably promptly after demand all reasonable costs and expenses of the Agent
in connection with the preparation, execution, delivery, modification and
amendment of this Agreement, the Notes and the other documents to be delivered
hereunder, including, without limitation, the reasonable fees and expenses of
counsel for the Agent with respect thereto and with respect to advising the
Agent as to its rights and responsibilities under this Agreement. The Borrower
further agrees to pay on demand all costs and expenses of the Agent and the
Lenders, if any (including, without limitation, reasonable counsel fees and
expenses), in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Agreement, the Notes and the other
documents to be delivered hereunder, including, without limitation, reasonable
fees and expenses of counsel for the Agent and each Lender in connection with
the enforcement of rights under this Section 8.04(a).



          (b) The Borrower agrees to indemnify and hold harmless the Agent and each
Lender and each of their Affiliates and their officers, directors, employees,
agents and advisors (each, an “Indemnified Party”) from and against any and all
claims, damages, losses, liabilities and expenses (including, without
limitation, reasonable fees and expenses of counsel) incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of or in
connection with or by reason of any investigation, litigation or proceeding (or
preparation of a defense in connection therewith) relating to the Notes, this
Agreement, the commitment letters delivered in connection with this Agreement,
any of the transactions contemplated herein or the actual or proposed use of
the proceeds of the Advances, except to the extent such claim, damage, loss,
liability or expense is found in a final, non-



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appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party’s gross
negligence or willful misconduct. In the case of an investigation, litigation
or other proceeding to which the indemnity in this Section 8.04(b) applies,
such indemnity shall be effective whether or not such investigation, litigation
or proceeding is brought by the Borrower, its directors, equityholders or
creditors or an Indemnified Party or any other Person, whether or not any
Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated. The Borrower, to the extent
permitted by applicable law, also agrees not to assert any claim for special,
indirect, consequential or punitive damages against the Agent, any Lender, any
of their Affiliates, or any of their respective directors, officers, employees,
attorneys and agents, on any theory of liability, arising out of or otherwise
relating to the Notes, this Agreement, any of the transactions contemplated
herein or the actual or proposed use of the proceeds of the Advances.




          (c) If any payment of principal of, or Conversion of, any Eurocurrency
Rate Advance is made by the Borrower to or for the account of a Lender other
than on the last day of the Interest Period for such Advance, as a result of a
payment or Conversion pursuant to Section 2.08, 2.10 or 2.12, acceleration of
the maturity of the Advances pursuant to Section 6.01 or for any other reason,
or by an Eligible Assignee to a Lender other than on the last day of the
Interest Period for such Advance upon an assignment of rights and obligations
under this Agreement pursuant to Section 8.07 as a result of a demand by the
Borrower pursuant to Section 8.07(a) or if the Borrower shall fail to prepay
any Eurocurrency Advance in accordance with any notice given under Section
2.10, the Borrower shall, upon demand by such Lender (with a copy of such
demand to the Agent), pay to the Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses, costs or
expenses that it may reasonably incur as a result of such payment or
Conversion, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to fund or
maintain such Advance. If the amount of the Committed Currency purchased by
any Lender in the case of a Conversion or exchange of Advances in the case of
Section 2.08 or 2.12 exceeds the sum required to satisfy such Lender’s
liability in respect of such Advances, such Lender agrees to remit to the
Company such excess.



          (d) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.11, 2.14 and 8.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.



          SECTION 8.05. Right of Set-off. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the Agent to
declare the Notes due and payable pursuant to the provisions of Section 6.01,
each Lender and each of its Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender or
such Affiliate to or for the credit or the account of the Borrower against any
and all of the obligations of the Borrower now or hereafter existing under this
Agreement and the Note held by such Lender, whether or not such Lender shall
have made any demand under this Agreement or such Note and although such
obligations may be unmatured. Each Lender agrees promptly to notify the
Borrower after any such set-off and application, provided that the failure to
give such notice shall not affect the validity of such set-off and application.
The rights of each Lender and its Affiliates under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender and its Affiliates may have.



          SECTION 8.06. Binding Effect. This Agreement shall become effective
(other than Section 2.01, which shall only become effective upon satisfaction
of the conditions precedent set forth in Section 3.01) when it shall have been
executed by the Borrower and the Agent and when the Agent shall have been
notified by each Bank that such Bank has executed it and thereafter shall be
binding upon and inure to the benefit of the Borrower, the Agent and each
Lender and their respective successors and assigns, except that the Borrower
shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Lenders.



          SECTION 8.07. Assignments and Participations. (a) Each Lender may and,
if demanded by the Borrower (following either a demand by such Lender pursuant
to Section 2.11, 2.12 or 2.14 or a payment by the Borrower of Taxes or Other
Taxes for which the Lender is, or, but for such payment would be indemnified by
the Borrower pursuant to Section 2.14 and provided that all similarly situated
Lenders are similarly treated) upon at



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least five Business Days’ notice to such
Lender and the Agent will, assign to one or more Persons all or a portion of
its rights and obligations under this Agreement (including, without limitation,
all or a portion of its Revolving Credit Commitment, the Advances owing to it
and the Note or Notes held by it); provided, however, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all rights
and obligations under this Agreement, (ii) except in the case of an assignment
to a Person that, immediately prior to such assignment, was a Lender or an
assignment of all of a Lender’s rights and obligations under this Agreement,
the amount of the Revolving Credit Commitment of the assigning Lender being
assigned pursuant to each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be
less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof
unless the Borrower and the Agent otherwise agree, (iii) each such assignment
shall be to an Eligible Assignee, (iv) each such assignment made as a result of
a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by
the Borrower after consultation with the Agent and shall be either an
assignment of all of the rights and obligations of the assigning Lender under
this Agreement or an assignment of a portion of such rights and obligations
made concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender under
this Agreement, (v) no Lender shall be obligated to make any such assignment as
a result of a demand by the Borrower pursuant to this Section 8.07(a) unless
and until such Lender shall have received one or more payments from either the
Borrower or one or more Eligible Assignees in an aggregate amount at least
equal to the aggregate outstanding principal amount of the Advances owing to
such Lender, together with accrued interest thereon to the date of payment of
such principal amount and all other amounts payable to such Lender under this
Agreement, (vi) the parties to each such assignment shall execute and deliver
to the Agent, for its acceptance and recording in the Register, an Assignment
and Acceptance, together with any Note subject to such assignment and a
processing and recordation fee of $3,500 payable by the parties to each such
assignment, provided, however, that in the case of each assignment made as a
result of a demand by the Borrower, such recordation fee shall be payable by
the Borrower except that no such recordation fee shall be payable in the case
of an assignment made at the request of the Borrower to an Eligible Assignee
that is an existing Lender and (vii) any assignee under an assignment made to
an Eligible Assignee without the prior consent of the Borrower (unless an Event
of Default shall have occurred and be continuing) shall be entitled to no
greater amounts pursuant to Section 2.11 or 2.14 as of the date of such
assignment than those amounts to which the applicable Lender assignor was then
entitled. Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment and Acceptance, (x) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights (other than its rights under Section 2.11, 2.14 and 8.04
to the extent any claim thereunder relates to an event arising prior such
assignment) and be released from its obligations under this Agreement (and, in
the case of an
Assignm
ent and Acceptance covering all or the remaining portion of an
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto).




          (b) By executing and delivering an Assignment and Acceptance, the Lender
assignor thereunder and the assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in
such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of, or the perfection or priority of any lien or security interest
created or purported to be created under or in connection with, this Agreement
or any other instrument or document furnished pursuant hereto; (ii) such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto; (iii)
such assignee confirms that it has received a copy of this Agreement, together
with copies of the financial statements referred to in Section 4.01 and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance; (iv)
such assignee will, independently and without reliance upon the Agent, such
assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers and discretion under this Agreement as are delegated to
the Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto; and



Computer Associates Credit Agreement

43









 





(vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations that by the terms
of this Agreement are required to be performed by it as a Lender or as an
Issuing Bank, as the case may be.




          (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Note or Notes subject to such assignment, the Agent shall, if
such Assignment and Acceptance has been completed and is in substantially the
form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii)
record the information contained therein in the Register and (iii) give prompt
notice thereof to the Borrower.



          (d) The Agent shall maintain at its address referred to in Section 8.02 a
copy of each Assumption Agreement and each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Lenders and the Commitment of, and principal amount of the
Advances owing to, each Lender from time to time (the “Register”). The entries
in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.



          (e) Each Lender may sell participations to one or more banks or other
entities (other than the Borrower or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Revolving Credit Commitment, the Advances
owing to it and any Note or Notes held by it); provided, however, that (i) such
Lender’s obligations under this Agreement (including, without limitation, its
Revolving Credit Commitment to the Borrower hereunder) shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, (iii) such Lender shall remain the
holder of any such Note for all purposes of this Agreement, (iv) the Borrower,
the Agent and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this
Agreement and (v) no participant under any such participation shall have any
right to approve any amendment or waiver of any provision of this Agreement or
any Note, or any consent to any departure by the Borrower therefrom, except to
the extent that such amendment, waiver or consent would reduce the principal
of, or interest on, the Notes or any fees or other amounts due and payable
hereunder, in each case to the extent subject to such participation, or
postpone any date fixed for any payment of principal of, or interest on, the
Notes or any fees or other amounts due and payable hereunder, in each case to
the extent subject to such participation.



          (f) Any Lender may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 8.07, disclose to
the assignee or participant or proposed assignee or participant, any
information relating to the Borrower furnished to such Lender by or on behalf
of the Borrower; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the
confidentiality of any Confidential Information relating to the Borrower
received by it from such Lender.



          (g) The Issuing Bank may assign to an Eligible Assignee its rights and
obligations or any portion of the undrawn Letter of Credit Commitment at any
time; provided, however, that (i) the amount of the Letter of Credit Commitment
of the assigning Issuing Bank being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to
such assignment) shall in no event be less than $1,000,000 or an integral
multiple of $1,000,000 in excess thereof, and (ii) the parties to each such
assignment shall execute and deliver to the Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with a
processing and recordation fee of $3,500.



          (h) Notwithstanding any other provision set forth in this Agreement, any
Lender may at any time create a security interest in all or any portion of its
rights under this Agreement (including, without limitation, the Advances owing
to it and any Note or Notes held by it) in favor of any Federal Reserve Bank in
accordance with Regulation A of the Board of Governors of the Federal Reserve
System.



          SECTION 8.08. Confidentiality. Neither the Agent nor any Lender shall
disclose any Confidential Information to any other Person without the prior
written consent of the Borrower, other than (a) to the



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Agent’s or such Lender’s
Affiliates and their officers, directors, employees, agents and advisors and,
as contemplated by Section 8.07(f), to actual or prospective assignees and
participants, and then only on a confidential basis, (b) as required by any
law, rule or regulation or judicial process, (c) as requested or required by
any state, federal or foreign authority or examiner regulating banks or banking
or other financial institutions or by any self-regulatory body and (d) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder.




          SECTION 8.09. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.



          SECTION 8.10. Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different 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.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of a manually executed counterpart of
this Agreement.



          SECTION 8.11. Judgment. (a) If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due hereunder in Dollars into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase Dollars with
such other currency at Citibank’s principal office in London at 11:00 A.M.
(London time) on the Business Day preceding that on which final judgment is
given.



          (b) If for the purposes of obtaining judgment in any court it is necessary
to convert a sum due hereunder in a Committed Currency into Dollars, the
parties agree to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking
procedures the Agent could purchase such Committed Currency with Dollars at
Citibank’s principal office in London at 11:00 A.M. (London time) on the
Business Day preceding that on which final judgment is given.



          (c) The obligation of the Borrower in respect of any sum due from it in
any currency (the “Primary Currency”) to any Lender or the Agent hereunder
shall, notwithstanding any judgment in any other currency, be discharged only
to the extent that on the Business Day following receipt by such Lender or the
Agent (as the case may be), of any sum adjudged to be so due in such other
currency, such Lender or the Agent (as the case may be) may in accordance with
normal banking procedures purchase the applicable Primary Currency with such
other currency; if the amount of the applicable Primary Currency so
purchased is less than such sum due to such Lender or the Agent (as the case
may be) in the applicable Primary Currency, the Borrower agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify such Lender or
the Agent (as the case may be) against such loss, and if the amount of the
applicable Primary Currency so purchased exceeds such sum due to any Lender or
the Agent (as the case may be) in the applicable Primary Currency, such Lender
or the Agent (as the case may be) agrees to remit to the Borrower such excess.



          SECTION 8.12. Jurisdiction, Etc. (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. Each party hereby irrevocably consents to the service
of process in any action or proceeding in such courts by the mailing thereof by
any parties hereto by registered or certified mail (return receipt requested),
postage prepaid, to such party at its address specified pursuant to Section
8.02. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any party may otherwise
have to bring any action or proceeding relating to this Agreement or the Notes
in the courts of any jurisdiction.



          (b) Each of the parties hereto irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection that it
may now or hereafter have to the laying of venue of any suit,



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45









 





action or
proceeding arising out of or relating to this Agreement or the Notes in any New
York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.




          SECTION 8.13. Substitution of Currency. If a change in any Committed
Currency occurs pursuant to any applicable law, rule or regulation of any
governmental, monetary or multi-national authority, this Agreement (including,
without limitation, the definitions of Eurocurrency Rate) will be amended to
the extent determined by the Agent (acting reasonably and in consultation with
the Borrower) to be necessary to reflect the change in currency and to put the
Lenders and the Borrower in the same position, so far as possible, that they
would have been in if no change in such Committed Currency had occurred.



          SECTION 8.14. No Liability of the Issuing Banks. The Borrower assumes
all risks of the acts or omissions of any beneficiary or transferee of any
Letter of Credit with respect to its use of such Letter of Credit. Neither an
Issuing Bank nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b)
the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank
against presentation of documents that do not strictly comply with the terms of
a Letter of Credit, including failure of any documents to bear any reference or
adequate reference to the Letter of Credit; or (d) any other circumstances
whatsoever in making or failing to make payment under any Letter of Credit,
except that the Borrower shall have a claim against such Issuing Bank, and such
Issuing Bank shall be liable to the Borrower, to the extent of any direct, but
not consequential, damages suffered by the Borrower that the Borrower proves
were caused by such Issuing Bank’s willful misconduct or gross negligence as
determined in a final, non-appealable judgment by a court of competent
jurisdiction. In furtherance and not in limitation of the foregoing, such
Issuing Bank may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary.



          SECTION 8.15. Patriot Act. Each Lender and the Agent (for itself and not
on behalf of any Lender) hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub.L. 107-56 (signed into
law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify
and record information that identifies the Borrower, which information includes
the name and address of the Borrower and other information that will allow such
Lender or the Agent, as applicable, to identify the
Borrower in accordance with the Patriot Act. The Borrower, to the extent
commercially reasonable, shall provide such information and take such actions
as are reasonably requested by the Agent or any Lenders in order to assist the
Agent and the Lenders in maintaining compliance with the Patriot Act.



Computer Associates Credit Agreement

46









 





          SECTION 8.16. Waiver of Jury Trial. Each of the Borrower, the Agent and
the Lenders hereby irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this Agreement or the Notes or the actions of the
Agent or any Lender in the negotiation, administration, performance or
enforcement thereof.



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.



	 	 	 	 	 
	 	 	COMPUTER ASSOCIATES INTERNATIONAL, INC.
	 
	 	 	 	 
	 	 	By	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	CITICORP NORTH AMERICA, INC.,
	

	 	 	 	as Agent
	 
	 	 	 	 
	 	 	By	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	
Lenders
	 
	 	 	 	 
	Letter of Credit Commitment
	 	 	 	 
	 
	 	 	 	 
	$25,000,000	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 	 	By	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$25,000,000	 	CITIBANK, N.A.
	 
	 	 	 	 
	 	 	By	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$25,000,000	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	 	 	By	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$75,000,000        Total of the Letter of Credit Commitments	 	 







Computer Associates Credit Agreement

47









 






	 	 	 	 	 
	Revolving Credit Commitment
	 
	 	 	 	 
	$90,000,000	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$90,000,000	 	CITICORP NORTH AMERICA, INC.
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$90,000,000	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	
Co-Syndication Agents
	 
	 	 	 	 
	$76,000,000	 	THE BANK OF TOKYO-MITSUBISHI, LTD
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$76,000,000	 	KEYBANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	
Co-Documentation Agents
	 
	 	 	 	 
	$76,000,000	 	BNP PARIBAS
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$76,000,000	 	BARCLAYS BANK PLC
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$76,000,000	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:







Computer Associates Credit Agreement

48









 






	 	 	 	 	 
	
Managing Agent
	 
	 	 	 	 
	$60,000,000	 	ABN AMRO BANK N.V.
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	
Co-Agents
	 
	 	 	 	 
	$45,000,000	 	THE BANK OF NOVA SCOTIA
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$45,000,000	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$45,000,000	 	NORTH FORK BANK
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$45,000,000	 	UBS LOAN FINANCE LLC
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	
Participants
	 
	 	 	 	 
	$25,000,000	 	WILLIAM STREET COMMITMENT CORPORATION (Recourse only to
William Street Commitment Corporation)
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$25,000,000	 	UFJ BANK LIMITED
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 







Computer Associates Credit Agreement

49









 

\




	 	 	 	 	 
	$25,000,000	 	WELLS FARGO BANK, N.A.
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$25,000,000	 	CREDIT SUISSE FIRST BOSTON, acting through its Cayman

Islands Branch
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$10,000,000	 	SANPAOLO IMI S.P.A.
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	BY	 	 
	 	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	$1,000,000,000	 	Total of the Revolving Credit Commitments







Computer Associates Credit Agreement

50









 






SCHEDULE I

COMPUTER ASSOCIATES INTERNATIONAL, INC.

CREDIT AGREEMENT

APPLICABLE LENDING OFFICES




	 	 	 	 	 
	Name of Bank
	 	Domestic Lending Office
	 	Eurocurrency Lending Office

	ABN AMRO Bank N.V.

	 	Primary Contact
	 	Primary Contact
	

	 	Gregory Miller
	 	Gregory Miller
	 
	 	 	 	 
	

	 	208 South LaSalle Street, Suite 1500
	 	208 South LaSalle Street, Suite 1500
	

	 	Chicago, IL 60604-1003
	 	Chicago, IL 60604-1003
	 
	 	 	 	 
	

	 	Phone:
	 	Phone:
	

	 	Fax: 312-992-5111
	 	Fax: 312-992-5111
	

	 	Email: gregory.miller@abnamro.com
	 	Email: gregory.miller@abnamro.com
	 
	 	 	 	 
	

	 	Secondary Contact
	 	Secondary Contact
	

	 	Jana Dombrowski
	 	Jana Dombrowski
	 
	 	 	 	 
	

	 	One Post Office Square, 39th Floor
	 	One Post Office Square, 39th Floor
	

	 	Boston, MA 02109
	 	Boston, MA 02109
	 
	 	 	 	 
	

	 	Phone: 617-988-7935
	 	Phone: 617-988-7935
	

	 	Fax: 617-988-7910
	 	Fax: 617-988-7910
	

	 	Email: jana.dombrowski@abnamro.com
	 	Email: jana.dombrowski@abnamro.com
	 
	 	 	 	 
	Bank of America, N.A.

	 	Primary Contact
	 	Primary Contact
	

	 	Kevin McMahon, Senior Vice President
	 	Kevin McMahon, Senior Vice President
	 
	 	 	 	 
	

	 	315 Montgomery Street, 6th Floor
	 	315 Montgomery Street, 6th Floor
	

	 	San Francisco, CA 94104
	 	San Francisco, CA 94104
	 
	 	 	 	 
	

	 	Phone: 415-622-8088
	 	Phone: 415-622-8088
	

	 	Fax: 415-622-4057
	 	Fax: 415-622-4057
	

	 	Email: Kevin.mcmahon@bankofamerica.com
	 	Email: Kevin.mcmahon@bankofamerica.com
	 
	 	 	 	 
	

	 	Secondary Contact
	 	Secondary Contact
	

	 	John Barbour, Analyst
	 	John Barbour, Analyst
	 
	 	 	 	 
	

	 	315 Montgomery Street, 6th Floor
	 	315 Montgomery Street, 6th Floor
	

	 	San Francisco, CA 94104
	 	San Francisco, CA 94104
	 
	 	 	 	 
	

	 	Phone: 415-953-9572
	 	Phone: 415-953-9572
	

	 	Fax: 415-622-4057
	 	Fax: 415-622-4057
	

	 	Email: john.barbour@bankofamerica.com
	 	Email: john.barbour@bankofamerica.com







Computer Associates Credit Agreement











 






	 	 	 	 	 
	Name of Bank
	 	Domestic Lending Office
	 	Eurocurrency Lending Office

	The Bank of Nova Scotia

	 	Primary Contact
	 	Primary Contact
	

	 	Lisa Fraser
	 	Lisa Fraser
	 
	 	 	 	 
	

	 	600 Peachtree Street, NE
	 	600 Peachtree Street, NE
	

	 	Suite 2700
	 	Suite 2700
	

	 	Atlanta, GA 30308
	 	Atlanta, GA 30308
	 
	 	 	 	 
	

	 	Phone: 404 877-1522
	 	Phone: 404 877-1522
	

	 	Fax: 404 888-8998
	 	Fax: 404 888-8998
	 
	 	 	 	 
	The Bank of
Tokyo-Mitsubishi,
LTD., New York Branch

	 	Primary Contact

Lillian Kim


1251 Avenue of the Americas, 12th Floor
	 	Primary Contact

Lillian Kim


1251 Avenue of the Americas, 12th Floor
	

	 	New York, NY 10020-1104
	 	New York, NY 10020-1104
	 
	 	 	 	 
	

	 	Phone: 212-782-4225
	 	Phone: 212-782-4225
	

	 	Fax: 212-782-6440
	 	Fax: 212-782-6440
	

	 	Email: lkim@btmna.com
	 	Email: lkim@btmna.com
	 
	 	 	 	 
	

	 	Secondary Contact
	 	Secondary Contact
	

	 	Christian Giordano
	 	Christian Giordano
	 
	 	 	 	 
	

	 	1251 Avenue of the Americas, 12th Floor
	 	1251 Avenue of the Americas, 12th Floor
	

	 	New York, NY 10020-1104
	 	New York, NY 10020-1104
	 
	 	 	 	 
	

	 	Phone: 212-782-4223
	 	Phone: 212-782-4223
	

	 	Fax: 212-782-6440
	 	Fax: 212-782-6440
	

	 	Email: cgiordano@btmna.com
	 	Email: cgiordano@btmna.com
	 
	 	 	 	 
	Barclays Bank PLC

	 	Primary Contact
	 	Primary Contact
	

	 	Jason Yoo
	 	Jason Yoo
	 
	 	 	 	 
	

	 	222 Broadway, 7th Floor
	 	222 Broadway, 7th Floor
	

	 	New York, NY 10038
	 	New York, NY 10038
	 
	 	 	 	 
	

	 	Phone: 212 412-2432
	 	Phone: 212 412-2432
	

	 	Fax: 212 412-5306
	 	Fax: 212 412-5306
	

	 	Email: jason.yoo@barcap.com
	 	Email: jason.yoo@barcap.com
	 
	 	 	 	 
	

	 	Secondary Contact
	 	Secondary Contact
	

	 	Raj Shah
	 	Raj Shah
	 
	 	 	 	 
	

	 	200 Park Avenue, 4th Floor
	 	200 Park Avenue, 4th Floor
	

	 	New York, NY 10166
	 	New York, NY 10166
	 
	 	 	 	 
	

	 	Phone: 212 412-2080
	 	Phone: 212 412-2080
	

	 	Fax: 212 412-4020
	 	Fax: 212 412-4020
	

	 	Email: raj.shah@barcap.com
	 	Email: raj.shah@barcap.com







Computer Associates Credit Agreement

2









 






	 	 	 	 	 
	Name of Bank
	 	Domestic Lending Office
	 	Eurocurrency Lending Office

	BNP Paribas

	 	Primary Contact
	 	Primary Contact
	

	 	James Broadus
	 	James Broadus
	 
	 	 	 	 
	

	 	919 Third Avenue
	 	919 Third Avenue
	

	 	New York, NY 10022
	 	New York, NY 10022
	 
	 	 	 	 
	

	 	Phone: 212-471-6630
	 	Phone: 212-471-6630
	

	 	Fax: 212-471-6603
	 	Fax: 212-471-6603
	 
	 	 	 	 
	Citicorp North
America, Inc.

	 	Primary Contact

Gregory Davis, Director
	 	Primary Contact

Gregory Davis, Director
	 
	 	 	 	 
	

	 	Global Loans Capital Markets
	 	Global Loans Capital Markets
	

	 	633 West 5th Street, Suite 6300
	 	633 West 5th Street, Suite 6300
	

	 	Los Angeles, CA 90071
	 	Los Angeles, CA 90071
	 
	 	 	 	 
	

	 	Phone: 213-239-1896
	 	Phone: 213-239-1896
	

	 	Fax: 213-239-1899
	 	Fax: 213-239-1899
	

	 	Email: gregory.davis@citigroup.com
	 	Email: gregory.davis@citigroup.com
	 
	 	 	 	 
	

	 	Secondary Contact
	 	Secondary Contact
	

	 	Bill Timmons, Associate
	 	Bill Timmons, Associate
	 
	 	 	 	 
	

	 	Global Loans Capital Markets
	 	Global Loans Capital Markets
	

	 	633 West 5th Street, Suite 6300
	 	633 West 5th Street, Suite 6300
	

	 	Los Angeles, CA 90071
	 	Los Angeles, CA 90071
	 
	 	 	 	 
	

	 	Phone: 213-239-1898
	 	Phone: 213-239-1898
	

	 	Fax: 213-239-1899
	 	Fax: 213-239-1899
	

	 	Email: william.timmons@citigroup.com
	 	Email: william.timmons@citigroup.com
	 
	 	 	 	 
	Credit Suisse First

Boston, acting

through its Cayman

Islands Branch

	 	Primary Contact

Ed Markowski


One Madison Avenue

New York, NY 10010


Phone: 212 538-3380

Fax: 212 538-6851

Email: edward.markowski@csfb.com
	 	Primary Contact

Ed Markowski


One Madison Avenue

New York, NY 10010


Phone: 212 538-3380

Fax: 212 538-6851

Email: edward.markowski@csfb.com
	 
	 	 	 	 
	

	 	Secondary Contact
	 	Secondary Contact
	

	 	Hazel Leslie
	 	Hazel Leslie
	 
	 	 	 	 
	

	 	One Madison Avenue
	 	One Madison Avenue
	

	 	New York, NY 10010
	 	New York, NY 10010
	 
	 	 	 	 
	

	 	Phone: 212 325-9049
	 	Phone: 212 325-9049
	

	 	Fax: 212 325-8317
	 	Fax: 212 325-8317
	

	 	Email: hazel.leslie@csfb.com
	 	Email: hazel.leslie@csfb.com







Computer Associates Credit Agreement

3









 






	 	 	 	 	 
	Name of Bank
	 	Domestic Lending Office
	 	Eurocurrency Lending Office

	Deutsche Bank AG

New York Branch

	 	Primary Contact

Victor M. Colon
	 	Primary Contact

Victor M. Colon
	 
	 	 	 	 
	

	 	90 Hudson Street
	 	90 Hudson Street
	

	 	Jersey City, NJ 07302
	 	Jersey City, NJ 07302
	 
	 	 	 	 
	

	 	Phone: 201 593-2163
	 	Phone: 201 593-2163
	

	 	Fax: 201 593-2313
	 	Fax: 201 593-2313
	

	 	Email: victor.m.colon@db.com
	 	Email: victor.m.colon@db.com
	 
	 	 	 	 
	

	 	Secondary Contact
	 	Secondary Contact
	

	 	Joe Cusmai
	 	Joe Cusmai
	 
	 	 	 	 
	

	 	90 Hudson Street
	 	90 Hudson Street
	

	 	Jersey City, NJ 07302
	 	Jersey City, NJ 07302
	 
	 	 	 	 
	

	 	Phone: 201 593-2202
	 	Phone: 201 593-2202
	

	 	Fax: 201 593-2313
	 	Fax: 201 593-2313
	

	 	Email: joe.cusmai@db.com
	 	Email: joe.cusmai@db.com
	 
	 	 	 	 
	JPMorgan Chase, N.A.

	 	Primary Contact
	 	Primary Contact
	

	 	Edmond Deforest
	 	Edmond Deforest
	 
	 	 	 	 
	

	 	270 Park Avenue, 4th Floor
	 	270 Park Avenue, 4th Floor
	

	 	New York, NY 10017
	 	New York, NY 10017
	 
	 	 	 	 
	

	 	Phone: 212-270-9627
	 	Phone: 212-270-9627
	

	 	Fax: 212-270-4584
	 	Fax: 212-270-4584
	

	 	Email: edmond.deforest@jpmorgan.com
	 	Email: edmond.deforest@jpmorgan.com
	 
	 	 	 	 
	

	 	Secondary Contact
	 	Secondary Contact
	

	 	Shari Stern
	 	Shari Stern
	 
	 	 	 	 
	

	 	270 Park Avenue, 15th Floor
	 	270 Park Avenue, 15th Floor
	

	 	New York, NY 10017
	 	New York, NY 10017
	 
	 	 	 	 
	

	 	Phone: 212-270-2022
	 	Phone: 212-270-2022
	

	 	Fax: 212-270-4164
	 	Fax: 212-270-4164
	

	 	Email: shari.stern@jpmorgan.com
	 	Email: shari.stern@jpmorgan.com







Computer Associates Credit Agreement

4









 






	 	 	 	 	 
	Name of Bank
	 	Domestic Lending Office
	 	Eurocurrency Lending Office

	Key Corporate
Capital Inc.

	 	Primary Contact

Jeffrey Kalinowski
	 	Primary Contact

Jeffrey Kalinowski
	 
	 	 	 	 
	

	 	127 Public Square

Cleveland, OH 44114
	 	127 Public Square

Cleveland, OH 44114
	 
	 	 	 	 
	

	 	Phone: 216-689-8319
	 	Phone: 216-689-8319
	

	 	Fax: 216-689-8329
	 	Fax: 216-689-8329
	

	 	Email: Jeffrey_Kalinowski@Keybank.com
	 	Email: Jeffrey_Kalinowski@Keybank.com
	 
	 	 	 	 
	

	 	Secondary Contact
	 	Secondary Contact
	

	 	Vijaya N. Kulkarni
	 	Vijaya N. Kulkarni
	 
	 	 	 	 
	

	 	127 Public Square
	 	127 Public Square
	

	 	Cleveland, OH 44114
	 	Cleveland, OH 44114
	 
	 	 	 	 
	

	 	Phone: 216-689-0238
	 	Phone: 216-689-0238
	

	 	Fax: 216-689-8329
	 	Fax: 216-689-8329
	

	 	Email: Vijaya_N_Kulkarni@Keybank.com
	 	Email: Vijaya_N_Kulkarni@Keybank.com
	 
	 	 	 	 
	North Fork Bank

	 	Primary Contact
	 	Primary Contact
	

	 	Laura Lowy
	 	Laura Lowy
	 
	 	 	 	 
	

	 	275 Broadhollow Road
	 	275 Broadhollow Road
	

	 	Melville, NY 11747
	 	Melville, NY 11747
	 
	 	 	 	 
	

	 	Phone: 631 844-1222
	 	Phone: 631 844-1222
	

	 	Fax: 631 844-1459
	 	Fax: 631 844-1459
	

	 	Email: llowy@nfb.com
	 	Email: llowy@nfb.com
	 
	 	 	 	 
	

	 	Secondary Contact
	 	Secondary Contact
	

	 	Deborah Kuchlewski
	 	Deborah Kuchlewski
	 
	 	 	 	 
	

	 	275 Broadhollow Road
	 	275 Broadhollow Road
	

	 	Melville, NY 11747
	 	Melville, NY 11747
	 
	 	 	 	 
	

	 	Phone: 631 501-3230
	 	Phone: 631 501-3230
	

	 	Fax: 631 844-1459
	 	Fax: 631 844-1459
	

	 	Email: dkuchlewski@nfb.com
	 	Email: dkuchlewski@nfb.com
	 
	 	 	 	 
	Sanpaolo IMI S.p.A.

	 	Primary Contact
	 	Primary Contact
	

	 	Gerardo Suarez
	 	Gerardo Suarez
	 
	 	 	 	 
	

	 	245 Park Avenue, 35th Floor
	 	245 Park Avenue, 35th Floor
	

	 	New York, NY 10167
	 	New York, NY 10167
	 
	 	 	 	 
	

	 	Phone: 212 692-3075
	 	Phone: 212 692-3075
	

	 	Fax: 212 692-3178
	 	Fax: 212 692-3178
	

	 	Email: gerardo.suarez@sanpaoloimi.com
	 	Email: gerardo.suarez@sanpaoloimi.com







Computer Associates Credit Agreement

5









 






	 	 	 	 	 
	Name of Bank
	 	Domestic Lending Office
	 	Eurocurrency Lending Office

	UBS Loan Finance LLC

	 	Primary Contact
	 	Primary Contact
	

	 	Marie Haddad
	 	Marie Haddad
	 
	 	 	 	 
	

	 	677 Washington Boulevard
	 	677 Washington Boulevard
	

	 	Stamford, CT 06901
	 	Stamford, CT 06901
	 
	 	 	 	 
	

	 	Phone: 203 719-5609
	 	Phone: 203 719-5609
	

	 	Fax: 203 719-3888
	 	Fax: 203 719-3888
	

	 	Email: marie.haddad@ubs.com
	 	Email: marie.haddad@ubs.com
	 
	 	 	 	 
	UFJ Bank Limited

	 	Primary Contact
	 	Primary Contact
	

	 	Martin Chin
	 	Martin Chin
	 
	 	 	 	 
	

	 	55 East 52nd Street
	 	55 East 52nd Street
	

	 	New York, NY 10055
	 	New York, NY 10055
	 
	 	 	 	 
	

	 	Phone: 212 339-6392
	 	Phone: 212 339-6392
	

	 	Fax: 212 754-2368
	 	Fax: 212 754-2368
	 
	 	 	 	 
	Wachovia Bank,

National Association

	 	Primary Contact

Sharon Gibson
	 	Primary Contact

Sharon Gibson
	 
	 	 	 	 
	

	 	201 South College Street
	 	201 South College Street
	

	 	CP9, NC1183
	 	CP9, NC1183
	

	 	Charlotte, NC 28288
	 	Charlotte, NC 28288
	 
	 	 	 	 
	

	 	Phone: 704 715-7608
	 	Phone: 704 715-7608
	

	 	Fax: 704 715-0094
	 	Fax: 704 715-0094
	

	 	Email: sharon.gibson1@wachovia.com
	 	Email: sharon.gibson1@wachovia.com
	 
	 	 	 	 
	

	 	Secondary Contact
	 	Secondary Contact
	

	 	Dianne Taylor
	 	Dianne Taylor
	 
	 	 	 	 
	

	 	201 South College Street
	 	201 South College Street
	

	 	CP9, NC1183
	 	CP9, NC1183
	

	 	Charlotte, NC 28288
	 	Charlotte, NC 28288
	 
	 	 	 	 
	

	 	Phone: 704 715-1876
	 	Phone: 704 715-1876
	

	 	Fax: 704 715-0094
	 	Fax: 704 715-0094
	

	 	Email: dianne.taylor@wachovia.com
	 	Email: dianne.taylor@wachovia.com







Computer Associates Credit Agreement

6









 






	 	 	 	 	 
	Name of Bank
	 	Domestic Lending Office
	 	Eurocurrency Lending Office

	Wells Fargo Bank

	 	Primary Contact
	 	Primary Contact
	

	 	Lori Ross
	 	Lori Ross
	 
	 	 	 	 
	

	 	70 East 55th Street, 11th Floor
	 	70 East 55th Street, 11th Floor
	

	 	New York, NY 10022
	 	New York, NY 10022
	 
	 	 	 	 
	

	 	Phone: 212-836-4022
	 	Phone: 212-836-4022
	

	 	Fax: 212-593-5241
	 	Fax: 212-593-5241
	

	 	Email: rosslori@wellsfargo.com
	 	Email: rosslori@wellsfargo.com
	 
	 	 	 	 
	

	 	Secondary Contact
	 	Secondary Contact
	

	 	Michael Jones
	 	Michael Jones
	 
	 	 	 	 
	

	 	70 East 55th Street, 11th Floor
	 	70 East 55th Street, 11th Floor
	

	 	New York, NY 10022
	 	New York, NY 10022
	 
	 	 	 	 
	

	 	Phone: 212-836-4021
	 	Phone: 212-836-4021
	

	 	Fax: 212-593-5241
	 	Fax: 212-593-5241
	 
	 	 	 	 
	William Street

Commitment Corporation

	 	Primary Contact

Philip F. Green
	 	Primary Contact

Philip F. Green
	 
	 	 	 	 
	

	 	30 Hudson Street, 17th Floor
	 	30 Hudson Street, 17th Floor
	

	 	Jersey City, NJ 07302
	 	Jersey City, NJ 07302
	 
	 	 	 	 
	

	 	Phone: 212 357-7570
	 	Phone: 212 357-7570
	

	 	Fax: 212 357-4597
	 	Fax: 212 357-4597
	

	 	Email: Philip.F.green@gs.com
	 	Email: Philip.F.green@gs.com
	 
	 	 	 	 
	

	 	Secondary Contact
	 	Secondary Contact
	

	 	Rosalee Gordon
	 	Rosalee Gordon
	 
	 	 	 	 
	

	 	30 Hudson Street, 17th Floor
	 	30 Hudson Street, 17th Floor
	

	 	Jersey City, NJ 07302
	 	Jersey City, NJ 07302
	 
	 	 	 	 
	

	 	Phone: 212 357-4526
	 	Phone: 212 357-4526
	

	 	Fax: 212 357-4597
	 	Fax: 212 357-4597
	

	 	Email: Rosalee.Gordon@gs.com
	 	Email: Rosalee.Gordon@gs.com







Computer Associates Credit Agreement

7









 






Schedule 5.02(a)




1. Secured Letter of Credit with cash collateral held at an account with Fleet
Bank. The details of the Letter of Credit are:




	 	 	 
	Fleet National Bank

	 	LC No. YS1296393
	 
	 	 
	Issued

	 	November 30, 2001
	 
	 	 
	Beneficiary

	 	Lincoln Place One, LP
	 
	 	 
	Amount

	 	$4,718,227 as of June 21, 2004
	

	 	$3,394,511 as of June 21, 2005
	

	 	$2,575,640 as of June 21, 2006
	

	 	$1,421,507 as of June 21, 2007
	 
	 	 
	Expiration

	 	June 21, 2008







2. Mortgage with Bayer HypoVereinsbank, Germany. The details of the Mortgage
are:




	 	 	 
	Mortgagee

	 	Bayer HypoVereinsbank, Germany
	 
	 	 
	Issued

	 	December 1989
	 
	 	 
	Amount

	 	Approximately €3,900,000 as of September 30, 2004
	 
	 	 
	Scheduled Full Repayment

	 	December 2009








Computer Associates Credit Agreement












 





EXHIBIT A - FORM OF

REVOLVING CREDIT

PROMISSORY NOTE




	 	 	 
	U.S.$                   

	 	Dated:                   , 200        







          FOR VALUE RECEIVED, the undersigned, COMPUTER ASSOCIATES INTERNATIONAL,
INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the
order of                                        (the “Lender”) for the account of its
Applicable Lending Office on the Termination Date (each as defined in the
Credit Agreement referred to below) the principal sum of U.S.$[amount of the
Lender’s Revolving Credit Commitment in figures] or, if less, the aggregate
principal amount of the Advances made by the Lender to the Borrower pursuant to
the Credit Agreement dated as of December 2, 2004 among the Borrower, the
Lender and certain other lenders parties thereto, and Citicorp North America,
Inc., as Agent for the Lender and such other lenders (as amended or modified
from time to time, the “Credit Agreement”; the terms defined therein being used
herein as therein defined) outstanding on the Termination Date.



          The Borrower promises to pay interest on the unpaid principal amount of
each Advance from the date of such Advance until such principal amount is paid
in full, at such interest rates, and payable at such times, as are specified in
the Credit Agreement.



          Both principal and interest in respect of each Advance (i) in Dollars are
payable in lawful money of the United States of America to the Agent at its
account maintained at 388 Greenwich Street, New York, New York 10013, in same
day funds and (ii) in any Committed Currency are payable in such currency at
the applicable Payment Office in same day funds. Each Advance owing to the
Lender by the Borrower pursuant to the Credit Agreement, and all payments made
on account of principal thereof, shall be recorded by the Lender and, prior to
any transfer hereof, endorsed on the grid attached hereto which is part of this
Promissory Note.



          This Promissory Note is one of the Notes referred to in, and is entitled
to the benefits of, the Credit Agreement. The Credit Agreement, among other
things, (i) provides for the making of Advances by the Lender to the Borrower
from time to time in an aggregate amount not to exceed at any time outstanding
the U.S. dollar amount first above mentioned, the indebtedness of the Borrower
resulting from each such Advance being evidenced by this Promissory Note, (ii)
contains provisions for determining the Dollar Equivalent of Advances
denominated in Committed Currencies and (iii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.



	 	 	 	 	 
	 	 	COMPUTER ASSOCIATES INTERNATIONAL, INC.
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	

	

	 	 	 	Title:







Computer Associates Credit Agreement




 









 








ADVANCES AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	Amount of	 	Principal Paid	 	Unpaid Principal	 	Notation
	Date
	 	Advance
	 	or Prepaid
	 	Balance
	 	Made By

	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 
	
 
	 	 	
 	 	 	 	
 	 	 	 	
 	 	 	 	
 	 







Computer Associates Credit Agreement





2









 








EXHIBIT B - FORM OF NOTICE OF

BORROWING




Citicorp North America, Inc., as Agent
   for
the Lenders parties
   to
the Credit Agreement
   referred
to below

Two Penns Way

New Castle, Delaware 19720



[Date]




          Attention: Bank Loan Syndications



Ladies and Gentlemen:




          The undersigned, Computer Associates International, Inc., refers to the
Credit Agreement, dated as of December 2, 2004 (as amended or modified from
time to time, the “Credit Agreement”, the terms defined therein being used
herein as therein defined), among the undersigned, certain Lenders parties
thereto and Citicorp North America, Inc., as Agent for said Lenders, and hereby
gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement
that the undersigned hereby requests a Borrowing under the Credit Agreement,
and in that connection sets forth below the information relating to such
Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the
Credit Agreement:




     (i) The Business Day of the Proposed Borrowing is                    ,
200                   .




     (ii) The Type of Advances comprising the Proposed Borrowing is [Base
Rate Advances] [Eurocurrency Rate Advances].




     (iii) The aggregate amount of the Proposed Borrowing is
$                   ][for a Borrowing in a Committed Currency, list currency
and amount of Borrowing].




     [(iv) The initial Interest Period for each Eurocurrency Rate Advance
made as part of the Proposed Borrowing is                     month[s].]



          The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the Proposed Borrowing:




     (A) the representations and warranties contained in Section 4.01 of
the Credit Agreement (except the representation set forth in the last
sentence of subsection (e) thereof) are correct, before and after giving
effect to the Proposed Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date; and



Computer Associates Credit Agreement





 









 









     (B) no event has occurred and is continuing, or would result from
such Proposed Borrowing or from the application of the proceeds
therefrom, that constitutes a Default.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	COMPUTER ASSOCIATES INTERNATIONAL, INC.
	 
	 	 	 	 
	

	 	By
	

	

	 	 	 	Title:







Computer Associates Credit Agreement





2









 








EXHIBIT C - FORM OF

ASSIGNMENT AND ACCEPTANCE




          Reference is made to the Credit Agreement dated as of December 2, 2004 (as
amended or modified from time to time, the “Credit Agreement”) among Computer
Associates International, Inc., a Delaware corporation (the “Borrower”), the
Lenders (as defined in the Credit Agreement) and Citicorp North America, Inc.,
as agent for the Lenders (the “Agent”). Terms defined in the Credit Agreement
are used herein with the same meaning.



          The “Assignor” and the “Assignee” referred to on Schedule I hereto agree
as follows:



          1. The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, an interest in and to the
Assignor’s rights and obligations under the Credit Agreement as of the date
hereof equal to the percentage interest specified on Schedule 1 hereto of all
outstanding rights and obligations under the Credit Agreement together with
participations in Letters of Credit held by the Assignor on the date hereof.
After giving effect to such sale and assignment, the Assignee’s Revolving
Credit Commitment and the amount of the Advances owing to the Assignee will be
as set forth on Schedule 1 hereto.



          2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, the
Credit Agreement or any other instrument or document furnished pursuant
thereto; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant
thereto; and (iv) attaches the Note[, if any,] held by the Assignor [and
requests that the Agent exchange such Note for a new Note payable to the order
of [the Assignee in an amount equal to the Revolving Credit Commitment assumed
by the Assignee pursuant hereto or new Notes payable to the order of the
Assignee in an amount equal to the Revolving Credit Commitment assumed by the
Assignee pursuant hereto and] the Assignor in an amount equal to the Revolving
Credit Commitment retained by the Assignor under the Credit Agreement[,
respectively,] as specified on Schedule 1 hereto].



          3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.01 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Agent, the Assignor or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement as are delegated to the
Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Lender; and (vi) attaches any
U.S. Internal Revenue Service forms required under Section 2.14 of the Credit
Agreement.



          4. Following the execution of this Assignment and Acceptance, it will be
delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the “Effective Date”) shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1 hereto.



          5. Upon such acceptance and recording by the Agent, as of the Effective
Date, (i) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Acceptance,



Computer Associates Credit Agreement





 









 








have the rights and obligations of a Lender thereunder and (ii) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.



          6. Upon such acceptance and recording by the Agent, from and after the
Effective Date, the Agent shall make all payments under the Credit Agreement
and the Notes in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and facility fees with respect
thereto) to the Assignee. The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement and the Notes for periods
prior to the Effective Date directly between themselves.



          7. This Assignment and Acceptance shall be governed by, and construed in
accordance with, the laws of the State of New York.



          8. This Assignment and Acceptance may be executed in any number of
counterparts and by different 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. Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall
be effective as delivery of a manually executed counterpart of this Assignment
and Acceptance.



          IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1
to this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date specified thereon.



Computer Associates Credit Agreement





2









 








Schedule 1

to

Assignment and Acceptance




	 	 	 	 	 
	Percentage interest assigned:

	 	 	 	                   %
	 
	 	 	 	 
	Assignee’s Revolving Credit Commitment:
	 	 	 	 
	$                   
	 	 	 	 
	 
	 	 	 	 
	Aggregate outstanding principal amount of Advances assigned:

	 	$                   	 	 
	 
	 	 	 	 
	Principal amount of Note payable to Assignee:

	 	$                   	 	 
	 
	 	 	 	 
	Principal amount of Note payable to Assignor:

	 	$                   	 	 
	 
	 	 	 	 
	Effective Date*:                    , 200        
	 	 	 	 







	 	 	 	 	 
	 	 	[NAME OF ASSIGNOR], as Assignor
	 
	 	 	 	 
	

	 	By
	 
	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	Dated:                    , 200                   
	 
	 	 	 	 
	 	 	[NAME OF ASSIGNEE], as Assignee
	 
	 	 	 	 
	

	 	By
	 
	 	 	 	

	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	Dated:                    , 200                   
	 
	 	 	 	 
	 	 	Domestic Lending Office:
	 	 	[Address]
	 
	 	 	 	 
	 	 	Eurocurrency Lending Office:
	 	 	[Address]













	*	 	This date should be no earlier than five Business Days after the delivery of
this Assignment and Acceptance to the Agent.





Computer Associates Credit Agreement






3









 








	 	 	 
	Accepted [and Approved]** this
                    day of                    , 200          
	 
	 	 
	CITICORP NORTH AMERICA, INC., as Agent
	By

	 
	 

	

	

	 	Title:
	 
	 	 
	[Approved this                     day 
of                                       , 200          
	 
	 	 
	COMPUTER ASSOCIATES INTERNATIONAL, INC.
	 
	 	 
	By

	                                      ]*
	

	 	Title:













	**	 	Required if the Assignee is an Eligible Assignee solely by reason of clause
(iv) of the definition of “Eligible Assignee”.
	 
	*	 	Required if the Assignee is an Eligible Assignee solely by reason of clause
(iv) of the definition of “Eligible Assignee”.





Computer Associates Credit Agreement





4









 








EXHIBIT D - FORM OF

OPINION OF COUNSEL

FOR THE BORROWER




[INTENTIONALLY LEFT BLANK]




Computer Associates Credit Agreement





 









 








EXECUTION COPY




U.S. $1,000,000,000




CREDIT AGREEMENT




Dated as of December 2, 2004




Among




COMPUTER ASSOCIATES INTERNATIONAL, INC.

as Borrower




and




THE BANKS NAMED HEREIN




as Banks




and




CITICORP NORTH AMERICA, INC.




as Paying Agent




and




BANK OF AMERICA, N.A.




CITICORP NORTH AMERICA, INC.




and




JPMORGAN CHASE BANK, N.A.




as Co-Administrative Agents




and




BANC OF AMERICA SECURITIES LLC




CITIGROUP GLOBAL MARKETS INC.




and




J.P. MORGAN SECURITIES INC.




as Joint Lead Arrangers and Joint Bookrunners




Computer Associates Credit Agreement





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	ARTICLE I
	 	 	 	 	 	 	 	 
	SECTION 1.01.
	 	Certain Defined Terms	 	 	1	 
	SECTION 1.02.
	 	Computation of Time Periods	 	 	12	 
	SECTION 1.03.
	 	Accounting Terms	 	 	12	 
	ARTICLE II
	 	 	 	 	 	 	 	 
	SECTION 2.01.
	 	The Advances and Letters of Credit	 	 	12	 
	SECTION 2.02.
	 	Making the Advances	 	 	12	 
	SECTION 2.03.
	 	Issuance of and Drawings and Reimbursement Under Letters of Credit	 	 	13	 
	SECTION 2.05.
	 	Optional Termination or Reduction of the Commitments	 	 	15	 
	SECTION 2.06.
	 	Repayment of Advances	 	 	15	 
	SECTION 2.07.
	 	Interest on Advances	 	 	16	 
	SECTION 2.08.
	 	Interest Rate Determination	 	 	17	 
	SECTION 2.09.
	 	Optional Conversion of Advances	 	 	18	 
	SECTION 2.10.
	 	Prepayments of Advances	 	 	18	 
	SECTION 2.12.
	 	Illegality	 	 	19	 
	SECTION 2.13.
	 	Payments and Computations	 	 	20	 
	SECTION 2.14.
	 	Taxes	 	 	21	 
	SECTION 2.15.
	 	Sharing of Payments, Etc.	 	 	23	 
	SECTION 2.16.
	 	Evidence of Debt	 	 	23	 
	SECTION 2.17.
	 	Use of Proceeds	 	 	23	 
	SECTION 2.18.
	 	Extension of Termination Date	 	 	23	 
	SECTION 2.19.
	 	Increase in the Aggregate Commitments	 	 	25	 
	ARTICLE III
	 	 	 	 	 	 	 	 
	SECTION 3.01.
	 	Conditions Precedent to Effectiveness of Section 2.01	 	 	26	 







i









 






	 	 	 	 	 	 	 	 	 
	SECTION 3.02.
	 	Conditions Precedent to Each Borrowing, Letter of Credit Issuance and Extension Date	 	 	28	 
	SECTION 3.03.
	 	Determinations Under Section 3.01	 	 	28	 
	ARTICLE IV
	 	 	 	 	 	 	 	 
	SECTION 4.01.
	 	Representations and Warranties of the Borrower	 	 	28	 
	SECTION 4.02.
	 	Representation and Warranty of the Lenders	 	 	30	 
	ARTICLE V
	 	 	 	 	 	 	 	 
	SECTION 5.01.
	 	Affirmative Covenants	 	 	31	 
	SECTION 5.02.
	 	Negative Covenants	 	 	33	 
	SECTION 5.03.
	 	Financial Covenants	 	 	35	 
	ARTICLE VI
	 	 	 	 	 	 	 	 
	SECTION 6.01.
	 	Events of Default	 	 	36	 
	SECTION 6.02.
	 	Actions in Respect of the Letters of Credit upon Default	 	 	37	 
	ARTICLE VII
	 	 	 	 	 	 	 	 
	SECTION 7.01.
	 	Authorization and Action	 	 	38	 
	SECTION 7.02.
	 	Agent's Reliance, Etc.	 	 	38	 
	SECTION 7.03.
	 	CNAI and Affiliates	 	 	38	 
	SECTION 7.04.
	 	Lender Credit Decision	 	 	38	 
	SECTION 7.05.
	 	Indemnification	 	 	39	 
	SECTION 7.06.
	 	Successor Agent	 	 	39	 
	SECTION 7.07.
	 	Sub-Agent	 	 	40	 
	SECTION 7.08.
	 	Other Agents.	 	 	40	 
	ARTICLE VIII
	 	 	 	 	 	 	 	 
	SECTION 8.01.
	 	Amendments, Etc.	 	 	40	 
	SECTION 8.02.
	 	Notices, Etc.	 	 	40	 
	SECTION 8.03.
	 	No Waiver; Remedies	 	 	41	 







ii









 






	 	 	 	 	 	 	 	 	 
	SECTION 8.04.
	 	Costs and Expenses	 	 	41	 
	SECTION 8.05.
	 	Right of Set-off	 	 	42	 
	SECTION 8.06.
	 	Binding Effect	 	 	42	 
	SECTION 8.07.
	 	Assignments and Participations	 	 	42	 
	SECTION 8.08.
	 	Confidentiality	 	 	44	 
	SECTION 8.09.
	 	Governing Law	 	 	45	 
	SECTION 8.10.
	 	Execution in Counterparts	 	 	45	 
	SECTION 8.11.
	 	Judgment	 	 	45	 
	SECTION 8.12.
	 	Jurisdiction, Etc.	 	 	45	 
	SECTION 8.13.
	 	Substitution of Currency	 	 	46	 
	SECTION 8.14.
	 	No Liability of the Lenders as Letter of Credit Issuers	 	 	46	 
	SECTION 8.15.
	 	Patriot Act	 	 	46	 
	SECTION 8.16.
	 	Waiver of Jury Trial	 	 	47	 







iii









 






Schedules




Schedule I - List of Applicable Lending Offices




Schedule 5.02(a) - Existing Liens




Exhibits




	 	 	 	 	 
	Exhibit A

	 	-
	 	Form of Note
	Exhibit B

	 	-
	 	Form of Notice of Borrowing
	Exhibit C

	 	-
	 	Form of Assignment and Acceptance
	Exhibit D

	 	-
	 	Form of Opinion of Counsel for the Borrower







iv