EXHIBIT 10(g)
Amended and Restated Revolving Credit and Term Loan Agreement
This Amended and Restated Revolving Credit and Term Loan Agreement is
entered into as of September 23, 1997, by and among Electronic Data Systems
Corporation, a Delaware corporation ("EDS"), the financial institutions listed
on the signature pages of this Amendment and Restatement under the heading
"LENDERS," including Banco Santander - New York Branch, Bank of America National
Trust and Savings Association, The Chase Manhattan Bank, Citibank, N.A., ▇▇▇▇▇▇
Guaranty Trust Company of New York, and NationsBank of Texas, N.A., as
Arrangers, and Citibank, N.A. as Administrative Agent for such Lenders to the
extent and in the manner provided in the Existing Credit Agreement (as defined
below). All capitalized terms used in this Amendment and Restatement and not
defined, have the meaning given to such terms in the Existing Credit Agreement.
EDS, Administrative Agent, and certain Lenders entered into that
certain Revolving Credit and Term Loan Agreement as of October 4, 1995, as same
has been amended by that certain First Amendment to Revolving Credit and Term
Loan Agreement dated as of September 25, 1996 (as amended, the "Existing Credit
Agreemen"). EDS desires to further amend the Existing Credit Agreement to effect
the amendments reflected herein, and to restate the Existing Credit Agreement in
its entirety to read as set forth in the Existing Credit Agreement with the
amendments contained herein, and the Administrative Agent and Lenders are
willing to agree to such amendment and restatement.
Accordingly, in consideration of the mutual promises herein contained,
and for other good and valuable consideration, the parties hereto agree as
follows:
1. Amendments to Existing Credit Agreement.
a. References to Credit Agreement. All references to "the Revolving
Credit and Term Loan Agreement" in the Existing Agreement, the Exhibits thereto,
and the other Loan Documents, shall be deemed to be references to "the Amended
and Restated Revolving Credit and Term Loan Agreement," and each reference in
the Existing Credit Agreement to "this Agreement," "hereunder," "hereof," or
words of like import, and each reference in any Exhibit or other Loan Document
to "thereunder," "thereof," or words of like import referring to the Existing
Credit Agreement shall mean and be a reference to the Amended and Restated
Revolving Credit and Term Loan Agreement as described in this Amendment and
Restatement.
b. Definitions. (i) The definition of "Applicable Margin" is hereby amended
in its entirety to read as follows:
"`Applicable Margin,' with respect to the calculation of the
CD Rate or the Eurodollar Rate, means the applicable
percentage amount set forth in the table below:
Committed Loans:
Eurodollar Loans 0.145%
CD Loans 0.270%
Term Loans:
Eurodollar Loans 0.145%
CD Loans 0.270%"
(ii) The definition of "Availability Date" is hereby
amended in its entirety to read as follows:
"'Availability Date' means September 23, 1997."
c. Fees. Section 4.1 (Facility Fees) of the Existing Credit Agreement
is hereby amended to replace the number and words "0.045 percent per annum" in
the first sentence thereof with the number and words "0.040 percent per annum."
d. Representations and Warranties. Section 6.1(d) (Financial
Statements) of the Existing Credit Agreement is hereby amended to replace the
date "December 31, 1995" at the end of the first sentence thereof with the date
"December 31, 1996."
e. Notices. Section 11.4 (Communications) of the Existing Credit
Agreement and all exhibits to the Existing Credit Agreement and Section 4.02 of
the Guaranty are hereby amended to change the area code for all telecopy and
telephone numbers for the Borrowers and EDS referenced therein from "214" to
"972."
2. Representations and Warranties. To induce Lenders to enter into this
Amendment and Restatement, EDS represents and warrants to Lenders as follows:
a. Corporate Existence and Authority. EDS (i) is duly organized,
validly existing, and in good standing under the Laws of the State of Delaware,
(ii) is duly qualified to transact business and is in good standing in each
jurisdiction where the failure to do so would have a Material Adverse Effect,
and (iii) has all requisite power and authority (A) to own its assets and to
carry on its business, and (B) to execute, deliver, and perform its obligations
under this Amendment and Restatement.
b. Binding Obligations. The execution and delivery of this Amendment
and Restatement has been duly authorized and approved by all necessary corporate
action on the part of EDS, and this Amendment and Restatement constitutes the
legal, valid, and binding obligation of EDS, enforceable against it in
accordance with its terms, except as the enforceability may be limited by
applicable Debtor Relief Laws.
c. Financial Statements. EDS has delivered to Administrative Agent a
copy of the Financial Statements as of the period ended December 31, 1996. Such
Financial Statements were prepared in accordance with GAAP and present fairly
the financial condition and the results of operations of EDS and its
consolidated Subsidiaries as of, and for the portion of the fiscal year ending
on, the date or dates thereof. All material liabilities (direct or indirect,
fixed or contingent) of EDS and its consolidated Subsidiaries as of the date or
dates of such Financial Statements are reflected therein or in the notes
thereto. Between the date or dates of such Financial Statements and the date of
this Amendment and Restatement, there has been no material adverse change in the
financial condition of EDS and its consolidated Subsidiaries.
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d. Litigation. Except for the Litigation described on Schedule 6.1 to
the Existing Credit Agreement, EDS and its Subsidiaries are not involved in,
nor, to the best of EDS's knowledge, are they aware of, any Litigation which
could, collectively or individually, have a Material Adverse Effect, if
determined adversely to EDS and its Subsidiaries, nor are there any outstanding
or unpaid judgments against EDS or its Subsidiaries in excess of $25,000,000
(calculated, in the case of judgments denominated in currencies other than
Dollars, by reference to the Dollar Equivalent Value of the amount of such
judgment in such other currency), in the aggregate.
e. Other Representations. All representations and warranties set forth
in Article VI of the Existing Credit Agreement, to the extent applicable to EDS
(other than those contained in Sections 6.1(d) and (e)), and in Article III of
the Guaranty, are true and correct in all material respects on and as of the
date hereof, except for such changes therein otherwise permitted by the terms of
the Existing Credit Agreement or the Guaranty or permitted or waived by Majority
Lenders.
3. Conditions Precedent. The effectiveness of this Amendment is subject to
Administrative Agent's receipt of the following:
a. This Amendment and Restatement. Counterparts of this Amendment and
Restatement executed by EDS, the Administrative Agent, and the other Lenders.
b. Notes. New Notes, executed by EDS, each substantially in the form of
Exhibit A-1 to the Existing Credit Agreement, except for appropriate changes as
to date and amount.
c. Articles of Incorporation. A recent copy of the articles or certificate
of incorporation and all amendments thereto, of EDS, certified by the Secretary
of State of Delaware.
d. Good Standing and Existence. A recent certificate of existence and good
standing of EDS from the Secretary of State of Delaware.
e. Officer's Certificate. An Officer's Certificate of EDS certifying as to:
(i) bylaws; (ii) resolutions; and (iii) incumbency of all officers of EDS who
will be authorized to execute or attest to any Loan Document.
f. Opinion of Counsel. An opinion of counsel to EDS, including, without
limitation, an opinion as to the enforceability under New York law of this
Amendment and Restatement and any documents delivered in connection herewith,
which opinion may be delivered by separate counsel.
4. Miscellaneous.
a. No Other Amendments. Except as expressly amended herein, the terms
of the Existing Credit Agreement shall remain in full force and effect, and all
such terms are hereby incorporated by reference.
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b. Amendment as Loan Document. This Amendment and Restatement shall
constitute a Loan Document.
c. Limitation on Agreements. The amendments set forth herein are
limited precisely as written and shall not be deemed: (i) to be a consent under
or waiver of any other term or condition in the Existing Credit Agreement or any
of the other Loan Documents; or (ii) to prejudice any right or rights which
Administrative Agent and Lenders now have or may have in the future under, or in
connection with the Existing Credit Agreement, as amended and restated hereby,
the Notes, the Loan Documents or any of the other documents referred to herein
or therein.
d. Schedule 1. All Lenders and Committed Sums evidenced on Schedule 1
attached hereto hereby replace those Lenders and Committed Sums on the previous
Schedule 1 attached to the Existing Credit Agreement.
e. Terminating Lenders. Those Persons that executed the Existing Credit
Agreement as Lenders, but that are not signatories to this Amendment and
Restatement, are no longer Lenders under the Existing Credit Agreement, as
amended hereby.
f. Counterparts. This Amendment and Restatement may be executed in two
or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract.
g. GOVERNING LAW. THIS AMENDMENT AND RESTATEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK (OTHER THAN THE CONFLICT OF LAWS PROVISIONS THEREOF), EXCEPT TO THE EXTENT
THAT FEDERAL LAWS MAY APPLY.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE(S) FOLLOW.
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EXECUTED as of the date and year first above written.
Borrower:
ELECTRONIC DATA SYSTEMS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Treasurer
Administrative Agent:
CITIBANK, N.A., in its individual capacity
as a Lender, and as Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Arrangers/Lenders:
BANCO SANTANDER - NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Vice President
Managers/Lenders:
BANQUE NATIONALE DE PARIS, HOUSTON AGENCY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.,
NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President & Group Leader
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. Kiebscher
__________________________________
Name: ▇▇▇▇▇▇ ▇. Kiebscher
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
Lenders:
BANCA DI ROMA - CHICAGO BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
BANCA MONTE DEI PASCHI DI SIENA, S.p.A
By: /s/
__________________________________
Name:
Title: S.V.P. & General Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANKBOSTON, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
BANK OF MONTREAL
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
THE BANK OF TOKYO - MITSUBISHI, LTD.,
HOUSTON AGENCY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Manager
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Associate
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN
ISLAND BRANCHES
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
DRESDNER BANK AG, NEW YORK BRANCH AND
GRAND CAYMAN BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By: /s/ B. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
__________________________________
Name: B. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
THE FIRST NATIONAL BANK OF MARYLAND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/
__________________________________
Name:
Title:
THE FUJI BANK, LIMITED - HOUSTON AGENCY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President & Manager
ISTITUTO BANCARIO SAN PAOLO DI TORINO S.P.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
KREDIETBANK, N.V., GRAND CAYMAN BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇ ▇. ▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President/Vice President
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
NATIONAL WESTMINSTER BANK PLC,
NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
__________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Vice President
NATIONAL WESTMINSTER BANK PLC,
NASSAU BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
__________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Vice President
ROYAL BANK OF CANADA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Manager
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: V.P. and Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________
▇▇▇▇▇▇ ▇▇▇▇▇
Assistant Vice President
THE SANWA BANK, LIMITED, DALLAS AGENCY
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
STANDARD CHARTERED BANK
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
__________________________________
▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Vice President
THE SUMITOMO BANK, LIMITED
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
__________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
General Manager
STATE STREET BANK AND TRUST COMPANY
By: /s/ F. ▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________
Name: F. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
SUNTRUST BANK, ATLANTA
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Corporate Banking Officer
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
__________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Vice President
THE TORONTO DOMINION BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Mgr. Gr. Admin.
▇▇▇▇▇ FARGO BANK, N.A.
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
__________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
Title: Vice President
SCHEDULE 1
to Amended and Restated Revolving Credit and Term Loan Agreement
[not provided herein]