Common use of Amount to be Converted Clause in Contracts

Amount to be Converted. The requested aggregate amount of such Eurodollar Rate Loan to be converted into a Base Rate Loan is: $__________. Dated: __________, 19__. COMPUTER ASSOCIATES INTERNATIONAL, INC. By_______________________________ Its EXHIBIT E-1 FORM OF REVOLVING LOAN PROMISSORY NOTE $____________ New York, New York May 26, 1999 FOR VALUE RECEIVED, the undersigned, COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of ___________________________________ (the "Bank") at the office of Credit Suisse First Boston, located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in lawful money of the United States of America and in immediately available funds, on the Termination Date (or such earlier date upon which such amounts may become due and payable pursuant to the terms of the Credit Agreement described below) the principal amount of (a) ____________________________________ DOLLARS ($______________), or, if less, (b) the aggregate unpaid principal amount of all Revolving Loans made by the Bank to the Borrower pursuant to Section 2.1 of the Credit Agreement, as hereinafter defined. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement, together with all fees and costs payable by the Borrower under the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Rate Loans, the length of each Interest Period with respect thereto. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Revolving Loan.

Amount to be Converted. The requested aggregate amount of such Eurodollar Rate Loan to be converted into a Base Rate Loan is: $__________$ . ---------- Dated: __________, 19__. ---------- ------- COMPUTER ASSOCIATES INTERNATIONAL, INC. By_______________________________ By Its EXHIBIT E-1 ----------- FORM OF REVOLVING LOAN PROMISSORY NOTE $____________ --------------- $ New York, New York --------------------------- May 2624, 1999 2000 FOR VALUE RECEIVED, the undersigned, COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of ___________________________________ (the "Bank") at the office of Credit Suisse First Boston, located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in lawful money of the United States of America and in immediately available funds, on the Termination Date (or such earlier date upon which such amounts may become due and payable pursuant to the terms of the Credit Agreement described below) the principal amount of (a) ____________________________________ DOLLARS ($______________$ ), or, if less, (b) the aggregate unpaid principal amount of all Revolving Loans made by the Bank to the Borrower pursuant to Section 2.1 of the Credit Agreement, as hereinafter defined. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement, together with all fees and costs payable by the Borrower under the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Rate Loans, the length of each Interest Period with respect thereto. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Revolving Loan.

Amount to be Converted. The requested aggregate amount of such Eurodollar Rate Loan to be converted into a Base Rate Loan is: $__________. Dated: __________, 19__. COMPUTER ASSOCIATES INTERNATIONAL, INC. By_By ______________________________ Its EXHIBIT E-1 FORM OF REVOLVING TERM LOAN PROMISSORY NOTE $_______________ New York, New York May 26, 1999 FOR VALUE RECEIVED, the undersigned, COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of _____________________ (the "Bank") at the office of Credit Suisse First Boston, located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in lawful money of the United States of America and in immediately available funds, on the Termination Date (or such earlier date upon which such amounts may become due and payable pursuant to the terms of the Credit Agreement described below) the principal amount of (a) ___________________________________ DOLLARS ($__________), or, if less, (b) the aggregate unpaid principal amount of all Term Loans made by the Bank to the Borrower pursuant to Section 2.1 of the Credit Agreement, as hereinafter defined. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement, together with all fees and costs payable by the Borrower under the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Term Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Rate Loans, the length of each Interest Period with respect thereto. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Term Loan. (a) is one of the promissory notes referred to in the Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Bank, the other banks and financial institutions from time to time parties thereto, the Co-Agents named therein, the Co-Syndication Agents named therein and Credit Suisse First Boston, as administrative agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind, except for those expressly provided for in the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. COMPUTER ASSOCIATES INTERNATIONAL, INC. By: ___________________________________ Title: SCHEDULE A to Promissory Note LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS ▇▇▇▇▇▇ ▇▇▇▇▇▇ of Con- Amount of Base Rate Unpaid Amount verted Principal Loans Principal of to of Base Converted Balance Nota- Base Base Rate to of Base tion Rate Rate Loans Eurodollar Rate Made Date Loans Loans Repaid Rate Loans Loans By ---- ------ ------ -------- --------- --------- ----- SCHEDULE B to Promissory Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR RATE LOANS Amount of Amount Euro- Con- Interest Amount of dollar Unpaid Amount verted Period Principal Rate Principal of to and Euro- of Euro- Loans Balance Euro- Euro- dollar dollar Converted of Euro- dollar dollar Rate with Rate to Base dollar Nota- Rate Rate Respect Loans Rate Rate tion Date Loans Loans Thereto Repaid Loans Loans Made By ---- ------- ------- --------- --------- --------- --------- ------- EXHIBIT E-2 FORM OF REVOLVING LOAN PROMISSORY NOTE $____________ New York, New York May 26, 1999 FOR VALUE RECEIVED, the undersigned, COMPUTER ASSOCIATES INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of ______________________ (the "Bank") at the office of Credit Suisse First Boston, located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in lawful money of the United States of America and in immediately available funds, on the Termination Date (or such earlier date upon which such amounts may become due and payable pursuant to the terms of the Credit Agreement described below) the principal amount of (a) ____________________________________ DOLLARS ($______________), or, if less, (b) the aggregate unpaid principal amount of all Revolving Loans made by the Bank to the Borrower pursuant to Section 2.1 3.1 of the Credit Agreement, as hereinafter defined. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement, together with all fees and costs payable by the Borrower under the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Rate Loans, the length of each Interest Period with respect thereto. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Revolving Loan.