VERITAS SOFTWARE CORP /DE/
EXHIBIT 10.02
<DOCUMENT>
<TYPE>EX-10.02
<SEQUENCE>4
<FILENAME>f85033exv10w02.txt
<DESCRIPTION>EXHIBIT 10.02
<TEXT>
<PAGE>
                                                                   Exhibit 10.02

                       SIXTH AMENDMENT AND RESTATEMENT OF
                          CERTAIN OPERATIVE AGREEMENTS

                         Dated as of September 24, 2002

                                      among

                      VERITAS SOFTWARE GLOBAL CORPORATION,
                  as the Construction Agent and as the Lessee,

          THE VARIOUS PARTIES TO THE PARTICIPATION AGREEMENT AND OTHER
                     OPERATIVE AGREEMENTS FROM TIME TO TIME,
                               as the Guarantors,

                WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
   not individually, except as expressly stated in the Operative Agreements,
           but solely as the Owner Trustee under the VS Trust 1999-1,

                THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS
           WHICH ARE PARTIES TO THE PARTICIPATION AGREEMENT AND OTHER
                     OPERATIVE AGREEMENTS FROM TIME TO TIME,
                                 as the Holders,

                THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS
           WHICH ARE PARTIES TO THE PARTICIPATION AGREEMENT AND OTHER
                     OPERATIVE AGREEMENTS FROM TIME TO TIME,
                                 as the Lenders,

                                       and

                             BANK OF AMERICA, N.A.,
                       as successor to NATIONSBANK, N.A.,
                      as the Agent for the Secured Parties

--------------------------------------------------------------------------------

                      BANK OF AMERICA, N.A. and KEY BANK,
                                   as Agents,

                                       and

              THE BANK OF NOVA SCOTIA, COMERICA BANK - CALIFORNIA,
         UNION BANK OF CALIFORNIA, N.A., and WELLS FARGO BANK, NATIONAL
                                  ASSOCIATION,
                                  as Co-Agents.

--------------------------------------------------------------------------------

<PAGE>

                       SIXTH AMENDMENT AND RESTATEMENT OF
                          CERTAIN OPERATIVE AGREEMENTS

        This SIXTH AMENDMENT AND RESTATEMENT OF CERTAIN OPERATIVE AGREEMENTS
(this "Amendment") dated as of September 24, 2002 (the "Effective Date") is by
and among VERITAS SOFTWARE GLOBAL CORPORATION, a Delaware corporation (the
"Lessee" or the "Construction Agent"); the various parties listed on the
signature pages hereto as guarantors (subject to the definition of Guarantors in
Appendix A to the Participation Agreement referenced below, individually a
"Guarantor" and collectively, the "Guarantors"); WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION (as successor to First Security Bank, National
Association), a national banking association, not individually but solely as the
Owner Trustee under the VS Trust 1999-1 (the "Owner Trustee" or the "Lessor");
the various banks and other lending institutions listed on the signature pages
hereto (subject to the definition of Lenders in Appendix A to the Participation
Agreement referenced below, individually, a "Lender" and collectively, the
"Lenders"); BANK OF AMERICA, N.A., a national banking association, which is the
successor to NationsBank, N.A., as the agent for the Lenders and respecting the
Security Documents, as the agent for the Lenders and the Holders, to the extent
of their interests (in such capacity, the "Agent"); and the various banks and
other lending institutions listed on the signature pages hereto as holders of
certificates issued with respect to the VS Trust 1999-1 (subject to the
definition of Holders in Appendix A to the Participation Agreement referenced
below, individually, a "Holder" and collectively, the "Holders"). Capitalized
terms used in this Amendment but not otherwise defined herein shall have the
meanings set forth in Appendix A to the Participation Agreement (hereinafter
defined).

                                   WITNESSETH

        WHEREAS, the parties to this Amendment are parties to that certain
Participation Agreement dated as of April 23, 1999 (the "Participation
Agreement"), and certain of the parties to this Amendment are parties to the
other Operative Agreements relating to a $145.5 million tax retention operating
lease facility (the "Facility") that has been established in favor of the
Lessee;

        WHEREAS, the Lessee has requested certain amendments and modifications
to certain of the covenants set forth in the Participation Agreement;

        WHEREAS, the Financing Parties have agreed to the requested amendments
and modifications on the terms and conditions set forth herein;

        NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

<PAGE>

                             PARTICIPATION AGREEMENT

        1. Subsection (ii) of Section 8.3A(h) of the Participation Agreement is
amended in its entirety to read as follows:

                (ii) EBITDA. EBITDA, for each period set forth below, as shown
        on the financial statements of Credit Parties and their Consolidated
        Subsidiaries delivered pursuant to Section 83A(a)(i), shall not be less
        than (i) $400,000,000 for each of the twelve month periods ending
        September 30, 2002, December 31, 2002, March 31, 2003, June 30, 2003,
        September 30, 2003, December 31, 2003, March 31, 2004 and June 30, 2004
        and (ii) $500,000,000 for the twelve month period ending September 30,
        2004 and each December 31, March 31, June 30 and September 30
        thereafter.

                                  MISCELLANEOUS

        1. This Amendment shall be effective upon satisfaction of the following
conditions:

        (a) execution and delivery of this Amendment by the parties hereto and
execution and delivery of such other documents, agreements or instruments
reasonably deemed necessary or advisable by the Agent; and

        (b) (i) receipt by the Agent of an officer's certificate of the Lessee
        and the Construction Agent (in form and in substance reasonably
        satisfactory to the Agent) specifying that no Default or Event of
        Default (other than a Default or Event of Default that would be cured
        upon the effectiveness of this Amendment) shall have occurred and be
        continuing, specifying that the representations and warranties of Lessee
        set forth in the Participation Agreement are true and correct (except as
        pertains to a Default or Event of Default that would be cured upon the
        effectiveness of this Amendment, and except for any such representations
        and warranties which relate solely to an earlier time) and certifying as
        to the incumbency of the officer of Lessee executing this Amendment; and

            (ii) receipt by the Agent of an officer's certificate of each Credit
        Party (other than the Lessee and the Construction Agent), such officer's
        certificate to be in form and substance reasonably satisfactory to the
        Agent and certifying as to the incumbency of the officer of such Credit
        Party executing this Amendment;

        (c) receipt by the Agent, for the ratable benefit of each Lender and
each Holder that executes this Amendment on or prior to the Effective Date, of
an amendment fee equal to the product of five basis points (0.05%) multiplied by
the sum of the aggregate Commitments of such executing Lenders and the aggregate
Holder Commitments of such executing Holders.

        2. Except as modified hereby, all of the terms and provisions of the
Operative Agreements (including Schedules and Exhibits) shall remain unmodified
and in full force and effect.



                                       2
<PAGE>

        3. The Lessee agrees to pay all reasonable costs and expenses of the
Agent in connection with the preparation, execution and delivery of this
Amendment, including without limitation the reasonable fees and expenses of
Moore & Van Allen, PLLC.

        4. This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original and it shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.

        5. This Amendment shall be deemed to be a contract made under, and for
all purposes shall be construed in accordance with the laws of the State of New
York.

        [The remainder of this page has been left blank intentionally.]



                                       3
<PAGE>

     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.


                                   VERITAS SOFTWARE GLOBAL
                                   CORPORATION, as the Construction Agent and as
          [SEAL]                   the Lessee


                                   By: /s/ KEVIN OLSON
                                       ---------------------
                                   Name: Kevin Olson
                                   Title:  Treasurer

                                   VERITAS SOFTWARE CORPORATION, as a
                                   Guarantor

                                   By: /s/ KEVIN OLSON
                                       ---------------------
                                   Name: Kevin Olson
                                   Title:  Treasurer


                                   VERITAS SOFTWARE TECHNOLOGY
                                   CORPORATION, as a Guarantor

                                   By: /s/ KEVIN OLSON
                                       ---------------------
                                   Name: Kevin Olson
                                   Title:  Treasurer


                                   VERITAS SOFTWARE TECHNOLOGY
                                   HOLDING CORPORATION, as a Guarantor

                                   By: /s/ KEVIN OLSON
                                       ---------------------
                                   Name: Kevin Olson
                                   Title:  Treasurer


                           [signature pages continue]




<PAGE>
                                   VERITAS OPERATING CORPORATION, as a
         [SEAL]                    Guarantor


                                   By: /s/ KEVIN OLSON
                                       ---------------------
                                   Name: Kevin Olson
                                   Title:  Treasurer


<PAGE>
                                        WELLS FARGO BANK NORTHWEST, NATIONAL
                                        ASSOCIATION (as successor to First
                                        Security Bank, National Association),
                                        not individually, but solely as the
                                        Owner Trustee under the VS Trust 1999-1

                                        By:    /s/ VAL T. ORTON
                                           -----------------------------------
                                        Name:      Val T. Orton
                                             ---------------------------------
                                        Title:     Vice President
                                              --------------------------------
<PAGE>
                                          BANK OF AMERICA, N.A. (which is the
                                          successor to NationsBank, N.A.), as a
                                          Holder, as a Lender and as the Agent

                                          By:    /s/ KEVIN M. McMAHON
                                             -----------------------------------
                                          Name:      Kevin M. McMahon
                                               ---------------------------------
                                          Title:     Managing Director
                                                --------------------------------
<PAGE>
                                          COMERICA BANK -- CALIFORNIA, as a
                                          Holder and as a Lender

                                          By:    /s/ ROB WAYS
                                             -----------------------------------
                                          Name:      Rob Ways
                                               ---------------------------------
                                          Title:     Vice President
                                                --------------------------------
<PAGE>

                                   KEYBANK NATIONAL ASSOCIATION, as a
                                   Holder and as a Lender


                                   By: /s/ THOMAS A CRANDELL
                                      --------------------------------
                                   Name:  THOMAS A. CRANDELL
                                   Title: SENIOR VICE PRESIDENT

<PAGE>

                                   FLEET NATIONAL BANK, as a Lender


                                   By: /s/ WILLIAM S. ROWE
                                      --------------------------------
                                   Name:  William S. Rowe
                                   Title: Vice President

<PAGE>

                                   THE BANK OF NOVA SCOTIA, as a Lender


                                   By: /s/ CHRIS JOHNSON
                                      ---------------------------------
                                   Name:  Chris Johnson
                                   Title: Industry Head

<PAGE>


                         MIZUHO CORPORATE BANK, LTD., (as
                         successor to The Fuji Bank, Limited and as successor to
                         The Industrial Bank of Japan, Limited), as a Lender


                         By: /s/ MASAO NAKAGAWA
                             ----------------------------------------
                         Name:  Masao Nakagawa
                         Title: Deputy General Manager



<PAGE>

                                        FBTC LEASING CORP., as a Lender


                                        By: /s/ VICTOR MORA
                                            -----------------------------------
                                        Name:  Victor Mora
                                        Title: Vice President
<PAGE>

                                   UNION BANK OF CALIFORNIA, N.A., as a Holder


                                   By: /s/ JAMES B. GOUDY
                                       ----------------------------------------
                                       Name:  James B. Goudy
                                       Title: Vice President
<PAGE>

                                              WELLS FARGO BANK, NATIONAL
                                              ASSOCIATION, as a Holder and as a
                                              Lender




                                              By: /s/ ERIC HOUSER
                                                  ---------------------------
                                              Name:  Eric Houser
                                              Title: Vice President

<PAGE>
                                              IBJTC LEASING CORPORATION-BSC, as
                                              a holder


                                              By: /s/ MICHISUKE ARAKI
                                                  ---------------------------
                                              Name:  Michisuke Araki
                                              Title: Secretary & Treasurer



                             [signature pages end]

</TEXT>
</DOCUMENT>
