BORLAND SOFTWARE CORPORATION as Issuer AND U.S. Bank National Association as Trustee Indenture Dated as of February 6, 2007 2.75% Convertible Senior Notes due 2012Indenture • February 8th, 2007 • Borland Software Corp • Services-prepackaged software • New York
INDENTURE, dated as of February 6, 2007, between Borland Software Corporation, a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 20450 Stevens Creek Boulevard, Suite 800, Cupertino, California 95014 and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
Borland Software Corporation Registration Rights AgreementBorland Software Corp • February 8th, 2007 • Services-prepackaged software • New York
Borland Software Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities Inc. (the “Initial Purchaser”) $125,000,000 aggregate principal amount of its 2.75% Convertible Senior Notes Due 2012 (the “Firm Notes”) and, at the election of the Initial Purchasers, solely to cover overallotments, an additional $25,000,000 aggregate principal amount of the Company’s 2.75% Convertible Senior Notes Due 2012 (the “Additional Notes” and, together with the Firm Notes, the “Notes”), in each case upon the terms and subject to the conditions set forth in the Purchase Agreement.
THE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS...Borland Software Corp • February 8th, 2007 • Services-prepackaged software
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
