TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH SYBASE, INC. OR ANY
1
These paragraphs should be included only if the Security is a Global
Security.
2
These paragraphs to be included only if the Security is a
Restricted Security.
A-1
AFFILIATE OF SYBASE, INC. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) ONLY (A) TO SYBASE, INC. OR ANY PARENT OR SUBSIDIARY THEREOF,
(B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,
TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO SYBASE, INC.'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY
IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.2
THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY
AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT.2
A-2
SYBASE, INC.
1.75% CONVERTIBLE SUBORDINATED NOTES DUE 2025
No.
CUSIP: [871130 AA 8]*
Sybase, Inc., a Delaware corporation (the "Company", which term shall
include any successor corporation under the Indenture referred to on the reverse
hereof), promises to pay to___ ___, or registered assigns, the principal sum of
___ Dollars ($___) on February 22, 2025 [or such greater or lesser amount as is
indicated on the Schedule of Exchanges of Securities on the other side of this
Security].3
Interest Payment Dates: February 22 and August 22.
Regular Record Dates:
February 1 and August 1.
This Security is convertible as specified on the other side of this
Security. Additional provisions of this Security are set forth on the other side
of this Security.
SIGNATURE PAGE FOLLOWS
*
Insert if the Security is a Global Security
3
This phrase should be
included only if the Security is a Global Security.
A-3
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Sybase, Inc.
By:
Name:
Title:
By:
Name:
Title: