8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2006

Serena Software, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-25285	94-2669809
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2755 Campus Drive 3^rd Floor,

San Mateo, California 94403-2538

(Address of principal executive offices)

Registrant’s telephone number, including area code: (650) 522-6600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On March 10, 2006, Spyglass Merger Corp. (“Spyglass”) was merged with and into Serena Software, Inc. (the “Company”) pursuant to the Agreement and Plan of Merger by and between the Company and Spyglass (the “Merger Agreement”), dated as of November 11, 2005, pursuant to which the Company was the surviving corporation. By virtue of the Company’s status as the surviving corporation upon consummation of the merger, the Company became party to the Silver Lake management agreement, the management stockholders agreements, the restricted stock agreements, the stockholders agreement, and the employment agreements under Sections 4 through 8 of Item 1.01 below, and assumed Spyglass’s obligations under the senior secured credit agreement and the senior subordinated notes and the related indenture.

Item 1.01 Entry into a Material Definitive Agreement.

1. Senior Secured Credit Agreement

On March 10, 2006, in connection with the consummation of the merger, Spyglass and the Company entered into a senior secured credit agreement with the lenders party to such agreement, Lehman Commercial Paper Inc., as Administrative Agent and as Collateral Agent, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as Joint Lead Arrangers and Joint Lead Bookrunners, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Syndication Agent and UBS Securities LLC, as Documentation Agent.

General. The borrower under the senior secured credit agreement initially was Spyglass and immediately following completion of the merger is the Company. The senior secured credit agreement provides for (i) a seven-year term loan in the amount of $400.0 million, amortized at a rate of 1.00% per year on a quarterly basis for the first six and three-quarters years after the closing date, with the balance paid at maturity, and (ii) a six-year revolving credit facility that permits loans in an aggregate amount of up to $75.0 million, which includes a letter of credit facility and a swing line facility. In addition, subject to certain terms and conditions, the senior secured credit agreement provides for one or more uncommitted incremental term loan and/or revolving credit facilities in an aggregate amount not to exceed $150.0 million. Proceeds of the term loan on the initial borrowing date have been used to partially finance the merger, to refinance certain indebtedness of the Company and to pay fees and expenses incurred in connection with the merger and the related financings and transactions. Proceeds of the revolving credit facility and any incremental facilities will be used for working capital and general corporate purposes of the Company and its restricted subsidiaries.

Interest Rates and Fees. The loans under the senior secured credit agreement, at the option of the Company, initially bear interest at the following:

• a rate equal to the London Interbank Offered Rate, or LIBOR, plus an applicable margin of (i) 2.25% with respect to the term loan and (ii) 2.50% with respect to the revolving credit facility, or

• the alternate base rate which will be the higher of (1) the corporate base rate of interest announced by the administrative agent and (2) the Federal Funds rate plus 0.50%, plus, in each case, an applicable margin of (i) 1.25% with respect to the term loan and (ii) 1.50% with respect to the revolving credit facility.

The revolving credit facility initially bears an annual commitment fee of 0.50% on the undrawn portion of that facility commencing on the date of execution and delivery of the senior secured credit agreement.

After the Company’s delivery of financial statements and a computation of the ratio of total debt (as defined in the senior secured credit agreement) to trailing four quarters of EBITDA (as defined in the senior secured credit agreement), or “total leverage ratio,” for the first full quarter ending after the closing date of the merger, the applicable margins and the commitment fee are subject to a grid based on the most recent total leverage ratio.

Prepayments. At the option of the Company (1) amounts outstanding under the term loan may be voluntarily prepaid and (2) the unutilized portion of the commitments under the revolving credit facility may be permanently reduced and the loans under such facility may be voluntarily repaid, in each case subject to

requirements as to minimum amounts and multiples, at any time in whole or in part without premium or penalty, except that any prepayment of LIBOR rate advances other than at the end of the applicable interest periods will be made with reimbursement for any funding losses or redeployment costs of the lenders resulting from the prepayment. Loans under the term loan and under any incremental term loan facility are subject to mandatory prepayment with (a) 50% of annual excess cash flow with certain step downs based on the most recent total leverage ratio, (b) 100% of net cash proceeds of asset sales and other asset dispositions by the Company or any of its restricted subsidiaries, subject to various reinvestment rights of the Company and other exceptions, and (c) 100% of the net cash proceeds of the issuance or incurrence of debt by the Company or any of its restricted subsidiaries, subject to various baskets and exceptions.

Guarantors. All obligations under the senior secured credit agreement are guaranteed by each future direct and indirect restricted subsidiary of the Company, other than foreign subsidiaries. As of March 10, 2006, the Company had no domestic subsidiaries and, accordingly, no guarantors on such date.

Security. All obligations of the Company and each guarantor (if any) under the senior secured credit agreement are secured by the following:

• a perfected lien on and pledge of (a) the capital stock and intercompany notes of each existing and future direct and indirect domestic subsidiary of the Company, (b) all the intercompany notes of the Company and (c) 65% of the capital stock of each existing and future direct and indirect first-tier foreign subsidiary of the Company, and

• a perfected first priority lien, subject to agreed upon exceptions, on, and security interest in, substantially all of the tangible and intangible properties and assets of the Company and each guarantor.

Covenants, Representations and Warranties. The senior secured credit agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, investments, capital expenditures, sales of assets, mergers and acquisitions, liens and dividends and other distributions. There are no financial covenants included in the senior secured credit agreement, other than a minimum interest coverage ratio and a maximum total leverage ratio.

Events of Default. Events of default under the senior secured credit agreement include, among others, nonpayment of principal or interest, covenant defaults, a material inaccuracy of representations or warranties, bankruptcy and insolvency events, cross defaults and a change of control.

2. Indenture and Senior Subordinated Notes Due 2016

General. On March 10, 2006, Spyglass issued $200,000,000 aggregate principal amount of 10 ³/8% senior subordinated notes due March 15, 2016 (the “Notes”) under an indenture dated as of March 10, 2006 (the “Indenture”), among Spyglass, the Company and The Bank of New York, as trustee (the “Trustee”). The Notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act but are expected to be exchanged for substantially identical notes to be registered with the SEC pursuant to a registration rights agreement (as described in Section 3 below).

Guarantees. The Notes are initially guaranteed on an unsecured senior subordinated basis by each restricted subsidiary that guarantees the senior secured credit facility described in Section 1 above. As of March 10, 2006, the Company had no domestic subsidiaries and, accordingly, no guarantors on such date.

Ranking. The Notes are unsecured senior subordinated obligations of the Company and are subordinated in right of payment to all existing and future senior indebtedness of the Company (including the senior secured credit facility); effectively subordinated to all secured indebtedness of the Company (including the senior secured credit facility); and senior in right of payment to any future subordinated indebtedness of the Company.

Optional Redemption. At any time prior to March 15, 2011, the Company may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus an applicable make-whole premium plus accrued and unpaid interest and additional interest, if any, to the date of redemption.

On and after March 15, 2011 the Company may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and additional interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15^th of each of the years indicated below:

Year	Percentage
2011	105.188	%
2012	103.458
2013	101.729
2014 and thereafter	100.000

In addition, until March 15, 2009 the Company may, at its option, redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 110.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and additional interest, if any, to the applicable redemption date, with the net cash proceeds of one or more equity offerings; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any additional notes issued under the Indenture after the issue date remains outstanding immediately after the occurrence of each such redemption; and provided further that each such redemption occurs within 90 days of the date of closing of each such equity offering.

Change of Control. Upon the occurrence of a change of control (as defined in the Indenture), the Company will offer to purchase all of the Notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and additional interest, if any, to the date of purchase.

Certain Covenants. The Indenture contains covenants limiting, among other things, the Company’s ability and the ability of the Company’s restricted subsidiaries, directly or indirectly, to act as follows:

• incur additional indebtedness or issue certain preferred stock;

• pay dividends on, redeem or repurchase capital stock of the Company or make other restricted payments;

• make investments;

• create certain liens;

• sell certain assets;

• incur obligations that restrict the ability of the Company’s subsidiaries to make dividend or other payments to the Company;

• guarantee indebtedness;

• engage in transactions with affiliates;

• create or designate unrestricted subsidiaries; and

• consolidate, merge or transfer all or substantially all of the Company’s assets and the assets of the Company’s subsidiaries on a consolidated basis.

Events of Default. The Indenture also provides for events of default, including, among others, nonpayment of principal or interest, covenant defaults, failure to pay final judgments in excess of a specified threshold, failure of

a guarantee to remain in effect, bankruptcy and insolvency events, and cross defaults, which would permit the principal, premium, if any, interest and other monetary obligations on all the then outstanding Notes to be declared due and payable immediately.

3. Registration Rights Agreement

On March 10, 2006, the Company entered into a registration rights agreement with respect to the Notes with Spyglass and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc. and UBS Securities LLC, as initial purchasers. Pursuant to the registration rights agreement, the Company agreed:

• to file a registration statement after March 10, 2006, the issue date of the Notes, enabling holders of Notes to exchange the privately placed notes for publicly registered notes with identical terms, and to use the Company’s reasonable best efforts to complete the exchange offer within 360 days after the issue date of the notes; and

• to use the Company’s reasonable best efforts to have declared effective a shelf registration statement for the resale of the Notes if the Company cannot effect an exchange offer within the time period stated above and in other circumstances.

If the Company does not comply with its obligations under the registration rights agreement, the interest rate applicable to the notes will increase initially by 0.25%, and by an additional 0.25% for each subsequent 90-day period during which the failure to comply continues, up to a maximum additional interest rate of 1.00% per year over the interest rate of 10 ³/8% payable on the senior subordinated notes. If the Company’s failure to comply with the registration rights agreement is corrected, the applicable interest rate on the notes will revert to the original level.

4. Silver Lake Management Agreement

In connection with the signing of the Merger Agreement, Spyglass entered into a management agreement with Silver Lake Management Company, L.L.C. (the “manager”), dated as of November 11, 2005. Pursuant to this agreement, to which the Company became party upon consummation of the merger, the manager provides consulting and management advisory services to the Company. The manager received a transaction fee in the amount of $10.0 million in connection with the completion of the merger and will receive an annual fee thereafter of $1.0 million, payable quarterly in advance, and fees as mutually agreed between the manager and the Company in connection with future financing, acquisition, disposition and change of control transactions involving the Company or its subsidiaries. The manager or its affiliates also receives reimbursement for all reasonable out-of-pocket expenses incurred by it in connection with the acquisition transactions prior to the completion of the acquisition transactions and in connection with the provision of services pursuant to the management agreement. The management agreement also contains customary exculpation and indemnification provisions in favor of the manager and its affiliates. This agreement has a term of seven years, but may be terminated by either party earlier upon certain events, including an initial public offering of the Company’s common stock. In connection with any such early termination, the Company is required to pay certain fees to the manager.

5. Management Stockholders Agreement

Prior to the merger, Mark E. Woodward, a director and the Company’s Chief Executive Officer, and Robert I. Pender Jr., the Company’s Chief Financial Officer, Carl Theobald, the Company’s Senior Vice President, Research and Development, Matthew DiMaria, the Company’s Vice President, Marketing, and certain other members of the Company’s management entered into management stockholders agreements, dated as of March 7, 2006, with Spyglass, Silver Lake Partners II, L.P. (“SLP II”) and Silver Lake Technology Investors II, L.P. (“SLTI II”). The Company became a party to this agreement upon consummation of the merger. The management stockholders agreement contains provisions regarding the shares of common stock of the Company, including transfer restrictions, repurchase rights in favor of the Company and certain of its affiliates, piggyback registration rights in favor of Messrs. Woodward, Pender, Theobald and DiMaria and the other management participants, tag-along rights in favor of Messrs. Woodward, Pender, Theobald and DiMaria and the other management participants with respect to future sales by SLP II and its affiliates, and drag-along rights in favor of SLP II and its affiliates.

6. Restricted Stock Agreements

Prior to the completion of the merger, Mark E. Woodward contributed 126,000 shares of Serena common stock to Spyglass in exchange for 604,800 shares of Spyglass common stock and Robert I. Pender, Jr. contributed 64,000 shares of Serena common stock to Spyglass in exchange for 307,200 shares of Spyglass common stock. In connection with these contributions, each of Mark E. Woodward and Robert I. Pender, Jr. entered into restricted stock agreements, dated as of March 10, 2006, with Spyglass. As a result of the completion of the merger, each of the shares of Spyglass common stock received by Messrs. Woodward and Pender was converted into a share of common stock of the Company, as the surviving corporation of the merger, and the Company became a party to these restricted stock agreements. Pursuant to these agreements, these shares of Company common stock held by each of Messrs. Woodward and Pender are subject to vesting and will vest completely on June 16, 2010, unless a “change of control” (as defined in the restricted stock agreements) occurs earlier. If either of Messrs. Woodward or Pender ceases to be employed by the Company for any reason, then all of these shares that have not vested will be forfeit to the Company without cost to the Company. Also pursuant to these agreements, each of Mr. Woodward and Mr. Pender has the right to receive “gross-up payments” from the Company for excise taxes, if any, imposed under Section 4999 of the Internal Revenue Code by reason of payments or benefits made or provided to Messrs. Woodward and Pender under their restricted stock agreements and any other plans, programs and arrangements of the Company with respect to any transactions consummated on or prior to April 1, 2006.

7. Stockholders Agreement

Prior to the merger, each of SLP II, SLTI II, Serena Co-Invest Partners, L.P. (“SCIP,” and together with SLP II and SLTI II, the “SLP Entities”), Integral Capital Partners VII, L.P. (“ICP”), Douglas D. Troxel, Douglas D. Troxel Living Trust (“DT Trust”) and Change Happens Foundation entered into a stockholders agreement, dated as of March 10, 2006, with Spyglass. As a result of the completion of the merger, the Company became a party to this agreement, which generally provides for the following:

• Board of Directors. The stockholders agreement requires that, until the earlier of a Control Event (defined below), or an initial public offering of shares of common stock of the Company, the parties that beneficially own shares of common stock of the Company will vote those shares to elect a board of directors having a specified composition. A “Control Event” means either (1) the SLP Entities and ICP and their respective affiliates no longer hold in the aggregate at least 20% of the outstanding Share Equivalents (as defined below) of the Company, or (2) the SLP Entities and ICP and their respective affiliates, in the aggregate, no longer beneficially own a number of outstanding Share Equivalents that is at least 20% more than the number of the outstanding Share Equivalents that the DT Trust and Change Happens Foundation and their respective permitted transferees, in the aggregate, beneficially own. The stockholders agreement defines “Share Equivalents” as shares of common stock of the Company and the number of shares of common stock of the Company issuable, without payment to us of additional consideration, upon the exercise, conversion or exchange of any other security.

Pursuant to the stockholders agreement, prior to any Control Event or initial public offering, the board of directors of the Company generally will be comprised of the following persons:

• the chief executive officer of the Company,

• Douglas D. Troxel and one other member designated by the DT Trust and its permitted transferees, and

• the remaining board members designated by the SLP Entities and their affiliates.

The right of the DT Trust to designate board members is subject to downward adjustments based on future reduction in its ownership of our common stock. Prior to the completion of the merger, Spyglass issued one share of Series A Preferred Stock to SLP II, which share was converted into one share of Series A Preferred Stock of the Company in connection with the completion of the merger. The share of Series A Preferred Stock held by SLP II entitles SLP II to elect a director of the Company with the power to determine the outcome of all votes of the board of directors prior to the earlier of a Control Event and an initial public offering.

After an initial public offering of common stock of the Company, until the earlier of a Control Event and the third anniversary of such initial public offering, the DT Trust and Change Happens Foundation and their respective permitted transferees will have the right to nominate one individual for election to the board of directors of the Company, provided the DT Trust and Change Happens Foundation and their respective permitted transferees beneficially own at least 10% of all outstanding Share Equivalents of the Company. After an initial public offering, until the earlier of a Control Event and the third anniversary of such initial public offering, the SLP Entities and their affiliates will have the right to nominate the number of individuals for election to the board of directors of the Company that is equal to the product of the percentage of Share Equivalents of the Company held by the SLP Entities and their affiliates, multiplied by the number of directors then on the board, rounded up to the nearest whole number. For so long as the DT Trust and/or the SLP Entities are entitled to nominate an individual for election to the board of directors, the Company is required to nominate such individual for election as a director as part of the management slate that is included in the proxy statement or consent solicitation relating to such election and provide the highest level of support for the election of such individual as it provides to any other individual standing for election as part of the Company’s management slate.

• Voting and Consent Rights. Prior to a Control Event or an initial public offering of Company common stock, all parties to the stockholders agreement other than the Silver Lake Entities and their affiliates that hold shares of Company common stock must vote their shares in the same manner as the SLP Entities and their affiliates vote their shares of Company common stock. However, the consent of ICP and a director designated by the DT Trust would be required with respect to either of the following prior to a Control Event or initial public offering, unless ICP and the DT Trust and Change Happens Foundation and their respective permitted transferees no longer beneficially own at least 10% of all outstanding Share Equivalents: (1) specified types of transactions between the SLP Entities or their affiliates, on the one hand, and the Company or any of its subsidiaries, on the other hand, and (2) amendments to the certificate of incorporation or bylaws of the Company that adversely affect ICP or the DT Trust and Change Happens Foundation and their respective permitted transferees relative to the SLP Entities and their affiliates.

• Indemnification. The Company will be required to indemnify and hold harmless each of the stockholders that is party to the stockholders agreement, together with its partners, stockholders, members, affiliates, directors, officers, fiduciaries, controlling persons, employees and agents from any losses arising out of either of the following, subject to limited exceptions:

• the stockholder’s or its affiliate’s ownership of securities of the Company or its ability to control or influence the Company, and

• the business, operations, properties, assets or other rights or liabilities of the Company or any of its subsidiaries.

• Freedom to Pursue Opportunities. Subject to limited exceptions, neither the stockholders that are party to the stockholders agreement nor the Company directors or board observers that they designate or nominate will be required to communicate any present or future corporate opportunities with respect to which such stockholder, director or observer may become aware to the Company and will not be liable to the Company or any of its affiliates or stockholders for breach of any contractual or other duty by reason of such stockholder, director or observer pursuing such opportunity for itself or directing such opportunity to another person.

• Participation Rights. Subject to specified exceptions, until an initial public offering, the Company may not issue equity securities without permitting each stockholder party to the stockholders agreement to purchase a pro rata share of the securities being issued.

• Transfer Provisions and Registration Rights. The stockholders agreement also contains (1) transfer restrictions applicable to the Share Equivalents held by ICP, the Troxel Trust and Change Happens

Foundation and their permitted transferees, (2) tag-along rights in favor of ICP, the Troxel Trust and Change Happens Foundation and their permitted transferees, (3) drag-along rights in favor of the SLP Entities, (4) a right of first offer applicable to certain transfers by the DT Trust and Change Happens Foundation and their respective permitted transferees and (5) certain registration rights (including customary indemnification) and Rule 144 sale provisions applicable to the SLP Entities and their affiliates and ICP, DT Trust and Change Happens Foundation and their respective permitted transferees.

8. Employment Agreements

On March 10, 2006, each of Mark E. Woodward and Robert I. Pender, Jr. entered into a definitive employment agreement with the Company, which provide for the following:

• Mr. Woodward will serve as the President and Chief Executive Officer of the Company and Mr. Pender will serve as the Chief Financial Officer and Senior Vice President, Finance and Administration of the Company;

• An indefinite term, although each of the executives or the Company may end the executive’s employment at any time;

• The same base salary as that payable by the Company prior to the merger, subject to adjustments, if any, made by the board of directors of the Company or a committee of that board;

• The opportunity to earn cash performance bonuses equal to up to 100% of base salary based upon the achievement of cumulative quarterly or annual performance targets established by the Company’s board of directors, which is comparable to the bonus opportunity provided prior to the merger;

• Employee benefits comparable to those provided by the Company prior to the merger;

• Participation in the Company’s new stock incentive plan (as described in Section 9 below);

• The right to receive certain severance payments and benefits, including upon involuntary termination without “cause,” resignation for “good reason,” or a change in control; and

• Compliance with a confidentiality covenant for an indefinite period and compliance with various restrictive covenants, including non-competition, confidentiality and non-solicitation/non-hire covenants, for the benefit of the Company and certain other parties, during employment and for a period of two years thereafter.

9. Serena Software, Inc. 2006 Stock Incentive Plan

In connection with the completion of the merger, the Company adopted the new Serena Software, Inc. 2006 Stock Incentive Plan (the “Serena 2006 Plan”). The Company has reserved a total of 12% of its fully diluted common stock after completion of the merger for future issuances pursuant to the Serena 2006 Plan. Awards may be made pursuant to the Serena 2006 Plan to any of the Company’s employees, directors, and consultants. The Company’s board of directors administers the Serena 2006 Plan and determines the terms and conditions of option grants. Upon termination of employment, unvested options terminate immediately, while the termination date for vested options varies depending on the reason for termination. Pursuant to the management stockholders agreement described in Section 5 above, the Company is entitled to purchase certain vested options of management participants who leave the Company without good reason. Generally, options granted under the Serena 2006 Plan are not transferable. Upon a change of control event, the Company’s board of directors may provide for assumption or continuation of outstanding awards, issuance of substitute awards, cash payments in exchange for cancellation, or termination of awards. The Serena 2006 Plan expires on the tenth anniversary of its date of adoption.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Sections 1 and 2 of Item 1.01 is incorporated by reference into this Item 2.03.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the merger, the Company notified the NASDAQ National Market that all of the Company’s common stock, $0.001 par value per share, was cancelled and automatically converted into the right to receive $24.00 per share in cash, without interest, and requested that the NASDAQ National Market cease separate trading in the Company’s common stock. On March 10, 2006, the NASDAQ National Market confirmed that it would remove “SRNA” from trading at the close of market.

Item 3.03 Material Modification to Rights of Security Holders.

Pursuant to the Merger Agreement, each share of the Company’s common stock, $0.001 par value per share, issued and outstanding as of the effective time of the merger, other than shares held in employee benefits trusts of the Company, was cancelled and automatically converted into the right to receive $24.00 in cash, without interest.

Pursuant to a First Supplemental Indenture between the Company and U.S. Bank National Association, as trustee, dated as of March 9, 2006, upon the completion of the merger on March 10, 2006, each of the Company’s 1.5% convertible subordinated notes due 2023 became convertible solely into the amount of cash receivable upon the merger by a holder of the number of shares of common stock of the Company deliverable upon conversion of such notes immediately prior to the merger. Such amount, which equals $1,081.38 per $1,000 principal amount of notes, will not be subject to further adjustment.

The description of the First Supplemental Indenture is qualified in its entirety by the copy thereof which is attached as Exhibit 4.1 hereto and is incorporated by reference herein.

Item 5.01 Changes in Control of Registrant.

On March 10, 2006, pursuant to the terms of the Merger Agreement, Spyglass consummated the acquisition of the Company through the merger of Spyglass with and into the Company. The Company was the surviving corporation in the merger. A copy of the press release announcing the completion of the merger is incorporated herein by reference as Exhibit 99.1 hereto.

The aggregate purchase price paid for all of the common stock of the Company that was issued and outstanding as of the effective time of the merger, other than shares held in employee benefits trusts of the Company, was approximately $808 million. The aggregate purchase price for such shares, together with payments to holders of options to acquire common stock of the Company, the payments to holders of the Company’s 1.5% convertible subordinated notes that are converted after the merger and payments of fees and expenses related to the merger and the related financings and transactions, was funded through the use of borrowings pursuant to the Company’s new senior secured credit agreement, the net proceeds from the Spyglass offering of senior subordinated notes, cash equity contributions from the SLP Entities and ICP and the Company’s available cash.

After completion of the merger, the SLP Entities held an aggregate of 66.1 million shares of common stock of the Company, which represented approximately 66.7% of the Company’s outstanding common stock after completion of the merger. As a result of the voting agreement set forth in the stockholders agreement described in Item 1.01, the SLP Entities also may be deemed to beneficially own the shares of common stock held by DT Trust, Change Happens Foundation and ICP, which together with the shares held directly by the SLP Entities would represent beneficial ownership of 96.9% of the outstanding shares of common stock of the Company after completion of the merger. The SLP Entities have notified the Company that they disclaim beneficial ownership of the shares of common stock of the Company beneficially owned by any of the other parties to the stockholders agreement.

As described in greater detail in the summary of the stockholders agreement in Item 1.01, the stockholders agreement contains provisions regarding the designation of directors of the Company after completion of the merger. In addition, as described in greater detail in Item 5.03, after completion of the merger, SLP II held a share of Series A Preferred Stock that entitles it to designate a director that has the power to determine the outcome of all votes of the board of directors prior to the earlier of a Control Event and an initial public offering.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 10, 2006, prior to the merger, each of the Company’s independent directors, Carl Bass, J. Hallam Dawson, Gregory J. Owens and David G. DeWalt, voluntarily resigned from the board of the directors of the Company. Following such resignations, four new directors were designated by the remaining directors to fill such vacancies: John R. Joyce, a Managing Director of Silver Lake Partners; Hollie J. Moore, a Director of Silver Lake Partners; Todd Morgenfeld, a Principal of Silver Lake Partners, and David J. Roux, a Managing Director of Silver Lake Partners. Immediately prior to the completion of the merger, Todd Morgenfeld and Robert I. Pender, Jr. voluntarily resigned from the Company’s board of directors. As described in greater detail in the summary of the stockholders agreement in Item 1.01, the stockholders agreement contains provisions regarding the designation of directors of the Company after completion of the merger. As described in greater detail in the summary of the Silver Lake management agreement in Item 1.01, after completion of the merger, the Company became party to a management agreement with Silver Lake Management Company, L.L.C., which provided for the payment of a fee upon completion of the merger and also provides for the payment of additional periodic fees and other potential fees in the future.

In addition, on March 10, 2006, Vita Strimaitis, Senior Vice President, General Counsel and Secretary, and L. Evan Ellis, Jr., Senior Vice President, Chief Operating Officer, voluntarily resigned from their respective positions as executive officers with the Company to pursue other opportunities.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Articles of Incorporation. Pursuant to the Certificate of Merger filed with the Secretary of the State of Delaware on March 10, 2006, the Amended and Restated Certificate of Incorporation of Serena Software, Inc. filed with the Secretary of the State of Delaware on January 22,1999, as amended by the Certificate of Amendment filed with the Secretary of the State of Delaware on August 23, 2001 (the “Old Charter”) was amended and restated by the Restated Certificate of Incorporation of Serena Software, Inc. filed with the Secretary of the State of Delaware on March 10, 2006 (the “New Charter”).

Under the New Charter, the Company has the authority to issue 210,000,001 shares of capital stock, consisting of 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), 1 share of Series A preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), and 200,000,000 shares of Common Stock.

The New Charter provides that the board of directors of the Company is authorized to issue, without further stockholder approval, up to 10,000,000 shares of Preferred Stock in one or more series and to fix the designation, powers, preferences and rights of the shares of each series and the qualifications, limitations and restrictions of the shares of each series, including but not limited to the number of shares constituting any series or the designation of any series, dividend rights, dividend rates, terms of redemption, sinking fund provisions, liquidation preferences, conversion rights, restrictions on new issuances and voting rights.

The New Charter provides that the share of Series A Preferred Stock ranks senior to the Common Stock as to rights of payment upon liquidation. The holder of Series A Preferred Stock, which currently is SLP II, will not be entitled to any dividends with respect to such share. The holder of the Series A Preferred Stock, voting as a separate class, has the right to elect one director of new Serena until the earliest of the following to occur:

• the SLP Entities and their affiliates and ICP and its affiliates, in the aggregate no longer beneficially own at least 20% of the outstanding share equivalents,

• the SLP Entities and their affiliates and ICP and its affiliates, in the aggregate, no longer beneficially own a number of outstanding share equivalents that is at least 20% more than the number of the outstanding share equivalents that the DT Trust and Change Happens Foundation and their respective permitted transferees, in the aggregate, beneficially own, or

• the consummation of an underwritten public offering of common stock, registered under the Securities Act of 1933.

If any of these three events occurs, the Company is required to redeem the Series A Preferred Stock for $1.00. The director designated by the holder of the Series A Preferred Stock will be entitled at any meeting of the board of directors to exercise one vote more than all votes entitled to be cast by all other directors at such time.

Under the New Charter, the Company renounces any interest or expectancy in business opportunities presented to its directors, officers, stockholders, or their affiliates who are employees of the Company or the Company’s subsidiary and not affiliates of SLP II. The Old Charter did not include such a provision.

The description of the New Charter is qualified in its entirety by the copy thereof which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

By-Laws. In connection with the merger, the Bylaws of Spyglass Merger Corp. became the By-Laws of Serena Software, Inc. as the surviving corporation pursuant to the merger.

The description of the By-Laws is qualified in its entirety by the copy thereof which is attached as Exhibit 3.2 hereto and is incorporated by reference herein.

Item 9.01 Exhibits.

(c) Exhibits

Exhibit No.	Exhibit Description
3.1	Restated Certificate of Incorporation of Serena Software, Inc. filed with the Secretary of State of the State of Delaware on March 10, 2006.
3.2	By-Laws of Serena Software, Inc.
4.1	First Supplemental Indenture between Serena Software, Inc. and U.S. Bank National Association, dated as of March 9, 2006.
4.2	Indenture, dated March 10, 2006, among Spyglass Merger Corp., Serena Software, Inc. and The Bank of New York, as Trustee, incorporated herein by reference to Exhibit 99(B)(2) to Amendment No. 3 to the Rule 13E-3 Transaction Statement on Schedule 13E-3, as filed with the Securities and Exchange Commission on March 15, 2006.
99.1	Press Release, dated March 10, 2006, incorporated by reference to Exhibit 99(A)(6) to Amendment No. 3 to the Rule 13E-3 Transaction Statement on Schedule 13E-3, as filed with the Securities and Exchange Commission on March 15, 2006, entitled “Serena Software Announces Completion of Acquisition by Silver Lake Partners.”

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SERENA SOFTWARE, INC.
(registrant)
By:	/S/    ROBERT I. PENDER, JR.
Name:	Robert I. Pender, Jr.
Title:	Chief Financial Officer

Date: March 16, 2006

Exhibit Index

Exhibit No.	Exhibit Description
3.1	Restated Certificate of Incorporation of Serena Software, Inc. filed with the Secretary of State of the State of Delaware on March 10, 2006.
3.2	By-Laws of Serena Software, Inc.
4.1	First Supplemental Indenture between Serena Software, Inc. and U.S. Bank National Association, dated as of March 9, 2006.
4.2	Indenture, dated March 10, 2006, among Spyglass Merger Corp., Serena Software, Inc. and The Bank of New York, as Trustee, incorporated herein by reference to Exhibit 99(B)(2) to Amendment No. 3 to the Rule 13E-3 Transaction Statement on Schedule 13E-3, as filed with the Securities and Exchange Commission on March 15, 2006.
99.1	Press Release, dated March 10, 2006, incorporated by reference to Exhibit 99(A)(6) to Amendment No. 3 to the Rule 13E-3 Transaction Statement on Schedule 13E-3, as filed with the Securities and Exchange Commission on March 15, 2006, entitled “Serena Software Announces Completion of Acquisition by Silver Lake Partners.”

EX-3.1

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

OF

SERENA SOFTWARE, INC.

A DELAWARE CORPORATION

FIRST

The name of this corporation is SERENA Software, Inc. (the “Corporation”).

SECOND

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of its registered agent at that address is The Corporation Trust Company.

THIRD

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (the “DGCL”).

FOURTH

The total number of shares of capital stock which the Corporation shall have authority to issue is two hundred ten million and one (210,000,001), consisting of ten million (10,000,000) shares of preferred stock, par value $0.01 par share (hereinafter referred to as “Preferred Stock”), one (1) share of Series A Preferred Stock, par value $0.01 per share (hereinafter referred to as “Series A Preferred Stock”) and two hundred million (200,000,000) shares of common stock, par value $0.01 per share (hereinafter referred to as “Common Stock”).

B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board”) is hereby authorized to provide for the issuance of shares of Preferred Stock in one or more

series and, by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(1) The designation of the series, which may be by distinguishing number, letter or title.

(2) The number of shares of the series, which number the Board may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding).

(3) The amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative.

(4) Dates at which dividends, if any, shall be payable.

(5) The redemption rights and price or prices, if any, for shares of the series.

(6) The terms and amount of any sinking fund provided for the purchase or redemption of shares of the series.

(7) The amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(8) Whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made.

(9) Restrictions on the issuance of shares of the same series or of any other class or series.

(10) The voting rights, if any, of the holders of shares of the series.

C. Set forth below is a statement of the powers, preferences and rights of the share of Series A Preferred Stock, and the qualifications, limitations and restrictions with respect to such series:

(1) Dividends. The holder of the Series A Preferred Stock shall not be entitled to receive dividends.

(2) Preference on Liquidation.

(a) In the event of the Liquidation (as defined below) of the Corporation, the holder of the Series A Preferred Stock shall be entitled to have paid to it out of the assets of the Corporation available for distribution to stockholders before any distribution is made to or set apart for the holders of Common Stock or other Junior Securities (as defined below), an amount in cash equal to $1.00 per share (the “Series A Preferred Stock Liquidation Preference”).

(b) In the event of a Liquidation, the Corporation shall give, by certified mail, return receipt requested, postage prepaid, addressed to the holder of the share of Series A Preferred Stock at the address of such holder as shown on the books of the Corporation, at least 20 days prior written notice of the date on which the books of the Corporation shall close or a record shall be taken for determining rights to vote in respect of any such Liquidation and of the date when the same shall take place.

(3) Voting. The holder of the share of Series A Preferred Stock shall have the following voting rights:

(a) Except as otherwise required by law or pursuant to this Section 3, the holder of the share of Series A Preferred Stock shall not be entitled to vote on any matters submitted to a vote of the stockholders of the Corporation.

(b) Until a Voting Control Event has occurred, the holder of the Series A Preferred Stock shall have the right, voting separately as a class, at each meeting of the holder of the Series A Preferred Stock held for the purpose of electing one director of the Corporation (the “Series A Director”). No stockholders of the

Corporation other than the holder of the Series A Preferred Stock shall be entitled to vote with respect to the election or the removal without cause of the Series A Director. At any meeting held for the purpose of electing directors, the presence in person or by proxy of the holder of the outstanding share of Series A Preferred Stock shall be required and be sufficient to constitute a quorum of such class for the election of the Series A Director by such class. At any such meeting or adjournment thereof, the absence of a quorum of the holder of Series A Preferred Stock shall not prevent the election of directors other than the Series A Director and the absence of a quorum or quorums of the holders of capital stock of the Corporation entitled to elect such other directors shall not prevent the election of the Series A Director. In the case of any vacancy occurring with respect to the Series A Director, such vacancy shall only be filled by the holder of the outstanding Series A Preferred Stock, voting separately as a class.

(c) The affirmative vote of the holder of the outstanding Series A Preferred Stock shall be required for any amendment, alteration or repeal (including by merger, consolidation or otherwise by operation of law) of any provisions of this Certificate of Incorporation or the By-Laws that would adversely affect the powers, preferences, privileges or rights of the Series A Preferred Stock or of the holder thereof in such capacity.

(d) Upon the occurrence of a Voting Control Event, the rights of the holder of the Series A Preferred Stock pursuant to this Section 3 shall immediately terminate and the holder of the Series A Preferred Stock shall thereafter have no voting rights, except as otherwise required by applicable law.

(4) Redemption.

(a) Upon the occurrence of the Voting Control Event, to the extent the Corporation shall have funds legally available for such payment, the Corporation shall promptly redeem the share of Series A Preferred Stock at a redemption price per share in cash equal to the Series A Preferred Stock Liquidation Preference (the “Redemption Price”).

(b) If the Corporation shall redeem the share of Series A Preferred Stock pursuant to this Section 4, notice of such redemption shall be given by certified mail, return receipt requested, postage prepaid, mailed not less than two days nor more than 45 days prior to the redemption date, to the holder of record of the share to be redeemed at such holder’s address as the same appears on the stock books of the Corporation or its transfer agent. Any notice that was mailed in the

manner herein provided shall be conclusively presumed to have been duly given on the date mailed whether or not the holder receives the notice. Each such notice shall state: (i) the redemption date; and (ii) the place or places where the certificate for such share is to be surrendered for payment of the Redemption Price.

(c) Upon surrender in accordance with notice given pursuant to this Section 4 (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such share shall be redeemed by the Corporation at the Redemption Price.

(d) If notice has been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing for the payment of the Redemption Price of the share called for redemption), (i) said share shall no longer be deemed to be outstanding and (ii) all rights of the holder thereof as holder of the Series A Preferred Stock shall cease (except the right to receive from the Corporation the Redemption Price without interest thereon, upon surrender and endorsement of its certificates if so required).

(5) Merger or Consolidation. Unless a Voting Control Event has occurred, in the event of a merger or consolidation of the Corporation with or into any person pursuant to which the corporation shall not be the continuing person, the Series A Preferred Stock shall be converted into or exchanged for and shall become a preferred share of such successor or resulting company or, at the Corporation’s sole discretion, the parent of such successor or resulting company, having in respect of such successor or resulting company or parent of such successor or resulting company, substantially the same powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereon, that the Series A Preferred Stock had immediately prior to such transaction.

(6) Limitation and Rights Upon Insolvency. Notwithstanding any other provision of this Certificate of Designations, the Corporation shall not be required to pay any amount in respect to any redemption of the Series A Preferred Stock at a time when immediately after making such payment the Corporation is or would be rendered insolvent (as defined by applicable law), provided that the obligation of the Corporation to make any such payment shall not be extinguished in the event the foregoing limitation applies.

(7) Share to be Retired. When the share of Series A Preferred Stock is redeemed, exchanged or otherwise acquired by the Corporation, it shall be retired and canceled.

(8) Transfer Restrictions. The holder of Series A Preferred Stock may not effect any offer, sale, pledge, transfer or other disposition or distribution (or enter into any agreement with respect to any of the foregoing) (a “Transfer”) of the share of Series A Preferred Stock, except (a) a Transfer to any SLP Investor or (b) a Transfer to any other person in connection with the consummation of a transaction pursuant to Section 3.5 of the Stockholders Agreement in which the holder of Series A Preferred Stock does not receive any consideration with respect to such Transfer of Series A Preferred Stock (for the avoidance of doubt, it being understood that this clause (b) shall in no manner limit the amount or type of consideration that the holder of Series A Preferred Stock may receive in connection with such transaction with respect to any other securities of the Company beneficially owned by such holder).

(9) Legends. The certificate representing the share of Series A Preferred Stock shall bear the following legend:

THE SHARE OF SERIES A PREFERRED STOCK, PAR VALUE $.01 PER SHARE, REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD OR TRANSFERRED BY THE HOLDER HEREOF, EXCEPT IN COMPLIANCE WITH THE CERTIFICATE OF INCORPORATION OF THE CORPORATION.

(10) Other Rights. Other than as may be prescribed by law, and except as set forth in this Certificate of Incorporation, the holder of the Series A Preferred Stock shall not have any other voting rights, conversion rights, preferences or special rights.

D. Except as may otherwise be provided in this Certification of Incorporation (including the any certificate of designations relating to any series of Preferred Stock) or by applicable law, each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote, and no holder of any series of Preferred Stock, as such, shall be entitled to any voting powers in respect thereof.

FIFTH

A. The business and affairs of the Corporation shall be managed by, or under the direction of, the board of directors of the Corporation (the “Board of Directors”). The total number of directors constituting the entire Board shall be fixed from time to time by the Board of Directors. Elections of directors need not be by written ballot unless the By-Laws shall so provide.

B. Prior to a Voting Control Event, with respect to any determination, matter or action of or by the Board of Directors (other than an action by unanimous written consent in lieu of a meeting), the Series A Director shall have voting rights and powers that entitle such Series A Director to exercise one vote more than all votes entitled to be cast by all other directors at such time. All directors other than the Series A Director shall have one vote at all meetings of the Board of Directors.

C. Prior to a Voting Control Event, the Series A Director shall be a member of every committee of the Board of Directors and, with respect to any determination, matter or action of or by any committee of the Board of Directors (other than an action by unanimous written consent in lieu of a meeting), the Series A Director shall have voting rights and powers that entitle such Series A Director to exercise one vote more than all votes entitled to be cast by all other members of such committee of the Board of Directors at such time. All members of any committee of the Board of Directors other than the Series A Director shall have one vote at all meetings of such committee of the Board of Directors.

D. In addition to the requirements under applicable law and the By-Laws of the Corporation, prior to a Voting Control Event, for purposes of determining a quorum for transaction of business at any meeting of the Board of Directors or any committee of the Board of Directors, the Series A Director shall be deemed to be equal to a majority of the Board of Directors or the members of such committee, as the case may be.

E. The Corporation may not amend this Restated Certificate of Incorporation to increase the authorized number of shares of Series A Preferred Stock or to alter the powers, preferences or rights of the Series A Preferred Stock without the prior consent of the Co-Investors holding a majority of all shares of Common Stock held by the Co-Investors.

SIXTH

In furtherance of and not in limitation of the power conferred by the DGCL, the Board of Directors, acting by majority vote (after giving effect to ARTICLE FIFTH), is expressly authorized to adopt, amend or repeal the By-Laws.

SEVENTH

The Corporation is to have perpetual existence.

EIGHTH

To the maximum extent permitted from time to time under the laws of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders or the affiliates of the foregoing, other than those officers, directors, stockholders, or affiliates who (a) are employees of the Corporation or any subsidiary of the Corporation and (b) are not affiliates of Silver Lake Partners II, L.P. No amendment or repeal of this ARTICLE EIGHTH shall apply to or have any effect on the liability or alleged liability of any such officer, director, stockholder or affiliate for or with respect to any business opportunities of which such officer, director, stockholder or affiliate becomes aware prior to such amendment or repeal.

NINTH

Meetings of stockholders may be held within or without the state of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the By-Laws.

TENTH

Except as otherwise provided by the DGCL as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is hereafter amended to authorize, with the approval of a corporation’s stockholders, further reductions in the liability of a corporation’s directors for breach of fiduciary duty, then a director of the Corporation shall not be liable for any such breach to the fullest extent permitted

by the DGCL as so amended. Any repeal or modification of this ARTICLE TENTH shall not adversely affect any right or protection of a director existing at the time of such repeal or modification.

ELEVENTH

A. The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she, his or her testator or intestate is or was a director, officer or employee of the Corporation or any subsidiary of the Corporation or any predecessor of the Corporation or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation.

B. Neither any amendment nor repeal of this ARTICLE ELEVENTH, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this ARTICLE ELEVENTH, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this ARTICLE ELEVENTH, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision, shall adversely affect any right or protection of a director, officer or employee of the Corporation or any subsidiary of the Corporation or any predecessor of the Corporation or any person who serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation, existing at the time of such amendment, repeal or adoption of an inconsistent provision.

TWELFTH

For purposes of this Certificate of Incorporation:

A. ”affiliate” means with respect to any specified person, means any other person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person. For purposes of this definition, “control” (and its derivatives) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting equity interests, as trustee or executor, by contract or credit arrangements or otherwise.

B. ”beneficially own” and similar terms have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended; provided, however, that (1) none of the SLP Investors shall be deemed to beneficially own any securities of the Company held by any of the Co-Investors solely by virtue of the provisions of the Stockholders Agreement and (2) none of the Co-Investors shall be deemed to beneficially own any securities of the Company held by the SLP Investors solely by virtue of the provisions of the Stockholders Agreement.

C. ”Co-Investors” has the meaning set forth in the Stockholders Agreement.

D. ”Junior Securities” means any class or series of stock or equity securities of the Corporation that by its terms is junior to the Series A Preferred Stock as to the distribution of assets upon Liquidation.

E. ”Liquidation” shall be deemed to include any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. For the avoidance of doubt, “Liquidation” shall not be deemed to include (i) a consolidation or merger of the Corporation into or with any other entity or entities, (ii) a transaction or series of related transactions that results in the transfer of more than 50% of the voting power of the Corporation and (iii) unless in connection with a plan of liquidation, dissolution or winding up of the Corporation, the sale, lease, abandonment, transfer or other disposition by the Corporation of all or substantially all its assets.

F. ”person” means any natural person, corporation, general or limited partnership, limited liability company, joint venture, trust, association or entity of any kind.

G. ”Share Equivalents” means (i) the outstanding shares of Common Stock and (ii) the number of shares of Common Stock issuable upon exercise, conversion or exchange of any security that is currently exercisable for, convertible into or exchangeable for, on any such date of determination, shares of Common Stock without payment to the Corporation of any additional consideration.

H. ”SLP Investors” means Silver Lake Partners II, L.P. and its affiliates, collectively.

I. ”Stockholders Agreement” means the Stockholders Agreement, dated as of , 2006, by and among the Corporation, the SLP Investors and the other parties thereto, as the same may from time to time be amended, supplemented or otherwise modified.

J. ”Voting Control Event” means the earliest to occur of the following: (i) the SLP Investors, in the aggregate, no longer beneficially own at least 20% of the outstanding Share Equivalents, (ii) the SLP Investors, in the aggregate, no longer beneficially own at least twenty percent (20%) more of the outstanding Share Equivalents than the Co-Investors, in the aggregate, beneficially own or (iii) the consummation of an underwritten public offering of Common Stock, registered under the Securities Act of 1933, as amended.

EX-3.2

Exhibit 3.2

BY-LAWS

of

SERENA SOFTWARE, INC.

(hereinafter, the “Corporation”)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Except as otherwise provided by law or by the certificate of incorporation of the Corporation (as amended or restated from time to time, the (“Certificate of Incorporation”), at such meeting the stockholders shall elect a Board of Directors by a plurality vote, and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of stockholders, for any purpose or purposes, may be called by the (i) President, Secretary or Treasurer, and shall be called by any such officer at the request in writing of any member or members of the Board of Directors representing a majority of the votes entitled to be cast at a meeting of the Board of Directors or (ii) stockholders holding shares in the aggregate entitled to cast not less than 30% of the votes at a meeting of stockholders. Such request shall state the purpose or purposes of the proposed meeting.

Section 4. Notice of Meetings. Written notice of an annual meeting of stockholders or special meeting of stockholders stating the place, date, and hour of the meeting and in the case of a special meeting of stockholders, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 5. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

Section 6. Voting. Any questions brought before any meeting of stockholders shall be decided by a majority vote of the number of shares entitled to vote, present in person or represented by proxy. Such votes may be cast in person or by proxy, but no proxy shall be voted on or after three (3) years from its date, unless such proxy provides for a longer period.

Section 7. Action by Consent. Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The number of directors that shall constitute the Board of Directors shall be not less than one (1) nor more than fifteen (15). Thereafter, within the limits specified above, the number of directors shall be determined by the Board of Directors or by the stockholders. Except as provided in Section 2 of this Article III or the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast at annual meetings of stockholders, and each director so elected shall hold office until the next annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal.

Section 2. Vacancies. Except as otherwise provided by law or the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of all directors, or by a sole

2

remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 3. Committees. The Board of Directors may designate one or more committees, which committees shall, to the extent provided in the resolution of the Board of Directors establishing such a committee, have all authority and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation to the extent lawful under the General Corporation Law of the State of Delaware (the “DGCL”).

Section 4. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 5. Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the President or any one director with one (1) day’s notice to each director, either personally or by mail, telephone or facsimile transmission.

Section 6. Quorum; Board Action. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of the member or members of the Board of Directors present at any meeting at which there is a quorum and representing a majority of the votes entitled to be cast at such meeting shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 8. Compensation. The Corporation shall reimburse the reasonable expenses incurred by members of the Board of Directors in connection with attendance at meetings of the Board of Directors and of any committee on which such member serves; provided, that the foregoing shall not preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

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Section 9. Removal. Unless otherwise restricted by the Certificate of Incorporation, any stockholders agreement between the Corporation and any of its stockholders or by law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

OFFICERS

The officers of the Corporation shall consist of a President, a Secretary, a Treasurer and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE V

NOTICES

Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable.

Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, may be declared by the Board of

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Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 3. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

ARTICLE VII

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings Other than by or in the Right of the Corporation. Subject to Section 4 of this Article VII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 4 of this Article VII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he

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reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3. Costs; Charges and Expenses. Notwithstanding the other provisions of this Article VII, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise, including without limitation, the dismissal of an action without prejudice, in the defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VII, or in the defense of any claim, issue or matter therein, that person shall be indemnified against all costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by that person or on that person’s behalf in connection therewith.

Section 4. Authorization of Indemnification. Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation unless a determination is made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders, that indemnification of the director, officer, employee or agent is not proper because that person has not met the applicable standards of conduct set forth in Sections 1 and 2 of this Article VII.

Section 5. Good Faith Defined. For purposes of any determination under this Article VII, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of this Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or record given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 5 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 5 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VII, as the case may be.

Section 6. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 4 of this Article VII, and notwithstanding the absence of any determination thereunder, any director, officer, employee or agent may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VII. The basis of such

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indemnification by a court shall be a determination by such court that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 and 2 of this Article VII, as the case may be. Notice of any application for indemnification pursuant to this Section 6 shall be given to the Corporation promptly upon the filing of such application.

Section 7. Advance of Costs, Charges and Expenses. Costs, charges and expenses (including attorneys’ fees) incurred by a person referred to in Sections 1 and 2 of this Article VII in defending a civil or criminal action, suit or proceeding (including investigations by any government agency and all costs, charges and expenses incurred in preparing for any threatened action, suit or proceeding) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding; provided, however, that the payment of such costs, charges and expenses incurred by a director or officer in that person’s capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer) in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by or on behalf of the director or officer to repay all amounts so advanced in the event that it shall ultimately be determined as provided elsewhere in this Article VII that such director or officer is not entitled to be indemnified by the Corporation as authorized in this Article VII. No security shall be required for such undertaking and such undertaking shall be accepted without reference to the recipient’s financial ability to make repayment. The repayment of such charges and expenses incurred by other employees and agents of the Corporation which are paid by the Corporation in advance of the final disposition of such action, suit or proceeding as permitted by this Section 7 may be required upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may, in the manner set forth above, and subject to the approval of such director, officer, employee or agent of the Corporation, authorize the Corporation’s counsel to represent such person in any action, suit or proceeding, whether or not the Corporation is party to such action, suit or proceeding.

Section 8. Procedure for Indemnification. Any indemnification under Sections 1, 2 or 3 or advance of costs, charges and expenses under Section 7 of this Article VII shall be made promptly, and in any event, within sixty (60) days, upon the written request of the director, officer, employee or agent directed to the Secretary of the Corporation. The right to indemnification or advances granted in this Article VII shall be enforceable by the director, officer, employee or agent in any court of competent jurisdiction if the Corporation denies such request, in whole or part, or if no disposition thereof is made within sixty (60) days. Such person’s costs and expenses incurred in connection with successfully establishing that person’s right to indemnification or advances, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for advance costs, charges and expenses under Section 7 of this Article VII where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in Sections 1 or 2 of this Article VII, but the burden of proving such standard of conduct has not been met shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) to have made such a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VII, nor the

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fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) that the claimant has not met such applicable standard, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 9. Non-Exclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under these By-Laws or any agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 1 and 2 of this Article VII shall be made to the fullest extent permitted by law. The provisions of this Article VII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article VII but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

Section 10. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VII.

Section 11. Meaning of “Corporation” for Purposes of Article VII. For purposes of this Article VII, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request for such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

Section 12. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 13. Employee Benefit Plans. For purposes of this Article VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to

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“serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries.

ARTICLE VIII

AMENDMENTS

Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, or new by-laws may be adopted by the vote of any member or members of the Board of Directors representing a majority of the votes entitled to be cast at a meeting of the entire Board of Directors.

Section 2. Entire Board of Directors. As used in this Article VIII and in these By-Laws generally, the term “entire Board of Directors” means the total number of the directors which the Corporation would have if there were no vacancies.

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EX-4.1

Exhibit 4.1

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

BETWEEN

SERENA SOFTWARE, INC.

AND

U.S. BANK NATIONAL ASSOCIATION

Dated as of March 9, 2006

FIRST SUPPLEMENTAL INDENTURE, dated as of March 9, 2006 (this “First Supplemental Indenture”), is between SERENA Software, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company and the Trustee are parties to an Indenture made and entered into as of as of December 15, 2003 (the “Indenture”), pursuant to which the Company has issued its 1.5% Convertible Subordinated Securities Due 2023 (the “Securities”);

WHEREAS, the Company is a party to an Agreement and Plan of Merger, dated November 11, 2005, by and between the Company and Spyglass Merger Corp., a Delaware corporation (“Purchaser”), pursuant to which Purchaser will be merged with and into the Company (the “Merger”);

WHEREAS, Section 7.1 of the Indenture is inapplicable to the Merger;

WHEREAS, pursuant to Section 4.11 of the Indenture, the Company is required to enter into this First Supplemental Indenture as a condition precedent to the Merger; and

WHEREAS, Section 11.1(a)(9) of the Indenture provides that the Company and the Trustee may amend the Indenture without consent of any holder of Securities to comply with Section 4.11 of the Indenture.

NOW, THEREFORE, the Company and the Trustee hereby agree as follows:

SECTION 1. Conversion Rights. Upon the consummation of the Merger, the Holder of each Security then outstanding shall have the right to convert such Security into the amount of cash receivable upon the Merger by a holder of the number of shares of common stock, par value $0.001 per share, of the Company deliverable upon conversion of such Security immediately prior to the Merger. Such amount, which equals $1,081.38 per $1,000 principal amount of Securities, shall not be subject to further adjustment.

SECTION 2. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction hereof.

SECTION 3. Successors and Assigns. This First Supplemental Indenture shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.

SECTION 4. Governing Law. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 5. Multiple Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

SECTION 6. Effect of Execution and Delivery Hereof. From and after the execution and delivery of this First Supplemental Indenture (a) the Indenture shall be deemed to be amended and modified as provided herein, (b) this First Supplemental Indenture shall form a part of the Indenture, (c) except as modified and amended by this First Supplemental Indenture, the Indenture shall continue in full force and effect, (d) the Securities shall continue to be governed by the Indenture, as modified and amended herein, and (e) every Holder of Securities shall hereafter be bound by this First Supplemental Indenture.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and acknowledged as of the date first above written.

SERENA SOFTWARE, INC.
By:
Name:	Robert I. Pender, Jr.
Title:	Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
Name:
Title: