CIBER, Inc. Notice of Cash Settlement Election for 2.875% Convertible Senior Subordinated Debentures Due 2023 to Wells Fargo Bank Minnesota under Indenture
CIBER, Inc. notifies Wells Fargo Bank Minnesota, as Trustee, that it will settle all 2.875% Convertible Senior Subordinated Debentures due 2023 surrendered for conversion solely in cash, as allowed by the Indenture dated December 2, 2003. Holders converting their debentures will receive a cash amount based on the applicable stock price and conversion rate. This notice is made pursuant to Section 16.02 of the Indenture and is irrevocable.
Exhibit 4.5
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| CIBER, Inc. |
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| Corporate Office | 303 ###-###-#### | |
| 5251 DTC Parkway |
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| Suite 1400 | Fax: 303 ###-###-#### | |
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| Greenwood Village, CO |
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| 80111 | www.ciber.com |
July 22, 2005
By Facsimile and Certified Mail
Wells Fargo Bank Minnesota, National Association
213 Court Street, Suite 703
Middletown, CT 06457
Facsimile: (860) 704-6219
Attention: Corporate Trust Services
| Re: |
| Indenture dated December 2, 2003 of CIBER, Inc. for 2.875% Convertible |
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| Senior Subordinated Debentures Due 2023 (the “Indenture”) |
Ladies and Gentlemen:
Pursuant to Section 16.02 of the Indenture, this letter shall serve as notice to Wells Fargo Bank Minnesota, in its capacity as Trustee under the Indenture, that CIBER, Inc. hereby irrevocably elects to settle any and all Debentures surrendered for conversion in accordance with the terms of the Indenture solely in cash. As stated in Section 16.02 of the Indenture, following such notice from the Company, the Company shall deliver to the holder surrendering any such Debenture for conversion the amount of cash per Debenture equal to the Applicable Stock Price multiplied by the Conversion Rate in effect with respect to such Conversion Date pursuant to Article 16 of the Indenture and pursuant to the terms of the Debenture. Capitalized terms used in this notice but not defined herein have the meaning given to them in the Indenture.
CIBER, Inc.
| By: | /s/ David G. Durham |
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| David G. Durham |
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| Senior Vice President, Chief Financial Officer and Treasurer |
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