REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of September 15, 1999 CITIBANK, N.A., as Administrative Agent and BANK OF AMERICA, N.A., THE CHASE MANHATTAN BANK, CITIBANK, N.A., and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agents and BANCO...

REVOLVING CREDIT AND TERM LOAN AGREEMENT

            This Revolving Credit and Term Loan Agreement (the "Agreement") is entered into as of the 15th day of September, 1999, by and among Electronic Data Systems Corporation, a Delaware corporation (hereinafter called "EDS"), the financial institutions listed on the signature pages of this Agreement under the heading "LENDERS," and which hereafter become parties hereto pursuant to Section 11.12 hereof, including BANK OF AMERICA, N.A., THE CHASE MANHATTAN BANK, CITIBANK, N.A., and ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as Agents, BANCO SANTANDER CENTRAL HISPANO, S.A. - NEW YORK BRANCH, THE DAI-ICHI KANGYO BANK, LIMITED, NEW YORK BRANCH, PNC BANK NATIONAL ASSOCIATION, and WACHOVIA BANK, N.A., as Co-Agents,  and CITIBANK, N.A., as Administrative Agent for such lenders to the extent and in the manner provided in Article X below ("Administrative Agent").

W I T N E S S E T H:

            WHEREAS, EDS has requested that Lenders (as hereinafter defined) provide EDS and certain EDS Affiliates (as hereinafter defined) with a revolving credit and term loan facility and Lenders are willing to provide such a facility to EDS and such EDS Affiliates upon the terms and subject to the conditions hereinafter set forth;

            NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the parties hereto hereby agree as follows:

 ARTICLE I

 DEFINITION OF TERMS

            1.1.      Definitions .  As used herein, the following terms have the meanings assigned to them in this Article I or in the section or recital referred to below:

            Accounts shall have the meaning assigned to such term in Section 11.16.

            Adjusted CD Rate means, for any day, a rate per annum determined pursuant to the following formula:

            ACDR (%        [CDBR      ]*  +           AR

            per annum) =    [1.00 -DRP]    

where CDBR equals the CD Base Rate in effect on such day (expressed as a decimal), DRP equals the Domestic Reserve Percentage in effect on such day and AR equals the Assessment Rate in effect on such day (expressed as a decimal).

                        *          The amount in brackets being rounded upward, if necessary, to the next higher 1/10,000th of 1%.

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            Administrative Agent shall have the meaning assigned to such term in the preamble hereof.

            Advance means an amount loaned to one or more Borrowers by any Lender pursuant to this Agreement.

            Affiliate of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person.  A Person shall be deemed to be "controlled by" any other Person if such Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

            Aggregate Committed Sum means, as of any date, the aggregate of the Committed Sums of all Lenders in effect on such date.

            Agreement means this Revolving Credit and Term Loan Agreement, including the Schedules and Exhibits hereto, as the same may be renewed, extended, amended, supplemented, or modified from time to time.

            Applicable Lending Office means, with respect to each Lender, such Lender's Eurodollar Lending Office for Eurodollar Loans and such Lender's Domestic Lending Office for all Loans other than Eurodollar Loans.

            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:         0.200%

                        CD Loans:                      0.325%

            Term Loans:

                        Eurodollar Loans:         0.300%

                        CD Loans:                      0.425%

            Assessment Rate means, for any day, the lowest net annual assessment rate (rounded upward, if necessary, to the next higher 1/10,000th of 1%) determined by the Administrative Agent to be generally applicable to member banks of the Federal Reserve System in New York City with deposits exceeding Two Hundred Fifty Million Dollars ($250,000,000), and which meet the highest minimum capitalization ratios and supervisory subgroup designations specified by applicable Tribunals for qualification for the lowest assessment rate as of the date of such determination.

            Assignee shall have the meaning assigned to such term in Section 11.12(c).

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            Availability Date means September 15, 1999.

            Base Rate, with respect to any day, means the greater of (a) the average of the rates of interest publicly announced by each Domestic Reference Bank as its Dollar prime rate, base lending rate or reference rate as in effect for that day or (b) the Federal Funds Rate plus 0.50% per annum, all as determined by Administrative Agent and notified to EDS.  Each change in the prime rate or base lending rate so announced by such Domestic Reference Bank will be effective as of the effective date of the announcement or, if no effective date is specified, as of the date of the announcement.  Such rate is a reference rate only and is not intended to be the lowest rate of interest charged by Lenders in connection with extensions of credit to debtors.

            Bid Date shall have the meaning assigned to such term in Section 2.3(b).

            Bid Rate means, with respect to each Lender, the rate of interest bid by such Lender with respect to a Bid Rate Loan in response to a Request for Bids.

            Bid Rate Loan and Bid Rate Loans shall have the meanings assigned to such terms in Section 2.3.

            Bid Rate Loan Borrowing Date means the proposed date of availability of a Bid Rate Loan requested by a Borrower in its Request for Bids.

           Bid Rate Loan Confirmation shall have the meaning assigned to such term in Section 2.3(d).

            Bid Rate Notes shall have the meaning assigned to such term in Section 3.1 and Bid Rate Note shall mean any of the Bid Rate Notes.

            Borrower means EDS and any Designated EDS Affiliate if, at the time in question, such Designated EDS Affiliate has an outstanding request for a Loan or a Bid Rate Loan or is obligated for payment of one or more Loans or Bid Rate Loans outstanding hereunder, and Borrowers means all of the Persons that meet the foregoing criteria, in each case as designated in the applicable Notice(s) of Advance, Request(s) for Bids or Notice(s) of Continuation/Conversion.

            Borrowing Date means the date requested by a Borrower on which a Loan is to be advanced.

            Business Day means any day, other than a Saturday or Sunday, on which commercial banks generally are open for business in Dallas, Texas and New York, New York, and in each other location of a Lender's Applicable Lending Office.

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            CD Base Rate means, with respect to any Interest Period, the rate of interest determined by Administrative Agent to be the arithmetic average (rounded upward, if necessary, to the next higher 1/10,000th of 1%) of the prevailing rates per annum bid at 9:00 a.m. (New York time) (or as soon thereafter as practicable) on the first day of such Interest Period by two (2) or more New York certificate of deposit dealers of recognized standing for the purchase at face value from each Domestic Reference Bank of its certificates of deposit in an amount comparable to the unpaid principal amount of the CD Loan of Lenders to which such Interest Period applies and having a maturity equal to such Interest Period.

            CD Loan means any Loan hereunder bearing interest at a rate that is calculated by reference to the CD Base Rate.

            CD Rate means the Adjusted CD Rate plus the Applicable Margin.

            Change of Control means the acquisition by any Person or any combination of a Person and its Affiliates, of an aggregate of more than fifty percent (50%) of the total issued and outstanding shares of the voting stock of EDS.

            Code means the Internal Revenue Code of 1986, as amended, and all regulations promulgated and rulings issued thereunder.

            Commitment means the obligation of each Lender to make Advances to Borrowers under this Agreement.

            Commitment Termination Date means 12:00 noon (New York, New York time) on the 364th day after the Availability Date, or such later date as may be accepted by one or more Lenders pursuant to Section 2.4; provided, however, as to any Lender which does not agree to a requested extension of the Commitment Termination Date, the Commitment Termination Date for such Lender shall continue to be the date so scheduled prior to EDS's request that such Lender extend the Commitment Termination Date.

            Committed Loan means any Advance by any Lender to any Borrower pursuant to such Lender's Commitment and Committed Loans shall mean all of such Loans.

            Committed Loan Notes shall have the meaning assigned to such term in Section 3.1, and Committed Loan Note shall mean any of the Committed Loan Notes.

            Committed Sum means, for each Lender, the maximum aggregate principal sum which such Lender has committed to lend to Borrowers as set forth in Schedule 1 opposite to such Lender's name and the caption "Amount of Commitment," subject, however, to any increases or reductions in such Lender's Committed Sum occurring during the term of the Facility.

            Compensation Rate means, for any day, the Federal Funds Rate for such day.

            Debt of any Person means all obligations, contingent or otherwise, which in accordance with GAAP should be classified upon such Person's balance sheet as liabilities, but in any event including liabilities secured by any lien or encumbrance existing on property owned or acquired by such Person or a Subsidiary thereof (whether or not the liability secured thereby shall have been assumed), obligations which have been or under GAAP should be capitalized for financial reporting purposes, obligations under acceptance facilities and reimbursement obligations and all guaranties, endorsements, and other contingent obligations with respect to Debt of others, including, but not limited to, any obligations to acquire any such Debt, to purchase, sell, or furnish property or services primarily for the purpose of enabling such other Person to make payment of any of such Debt, or to otherwise assure the owner of any of such Debt against loss with respect thereto.

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            Debtor Relief Laws means the Bankruptcy Code of the United States of America and all other applicable domestic or foreign liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, fraudulent transfer or conveyance Laws, suspension of  payments, or similar Laws from time to time in effect affecting the Rights of creditors generally.

            Default shall have the meaning assigned to such term in Article VIII.

            Designated EDS Affiliate means any EDS Affiliate if, at the time in question, such EDS Affiliate is named on Schedule 2 hereto, as such Schedule is supplemented or amended pursuant to Section 11.18.

            Dollars and the symbol $ mean lawful money of the United States of America.

            Domestic Lending Office means, as to each Lender, its office or branch identified in Schedule 1 as its Domestic Lending Office or such other office or branch of such Lender as such Lender may from time to time specify to EDS and the Administrative Agent.

            Domestic Reference Banks means Citibank, N.A., and Bank of America, N.A., and Domestic Reference Bank means each of them; provided that if any Domestic Reference Bank regularly fails to provide quotations to the Administrative Agent or regularly provides quotations that in the judgment of EDS are not representative of the rates at which deposits are generally available to Lenders, EDS may request (by notice to the Administrative Agent, which shall promptly notify the other parties hereto) that such bank be replaced as a Domestic Reference Bank by another Lender.

            Domestic Reserve Percentage means, for any day, that percentage (expressed as a decimal) which Administrative Agent determines is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including without limitation, any basic, supplemental, marginal and emergency reserves) for a member bank of the Federal Reserve System in New York City with deposits exceeding Two Hundred Fifty Million Dollars ($250,000,000) in respect of new non‑personal time deposits in Dollars in New York City having a maturity equal to the related Interest Period and in an amount of $100,000 or more.

            EDS shall have the meaning assigned to such term in the preamble hereof.

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            EDS Affiliate means any Person which is, directly or indirectly, wholly or partially owned by EDS.

            ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

            Eurocurrency Business Day means a Business Day on which dealings in Eurodollar deposits are carried out in the London interbank market.

            Eurocurrency Reserve Percentage means, for any day, that percentage (expressed as a decimal) which Administrative Agent determines is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor), at which reserves (including without limitation any basic, supplemental, marginal and emergency reserves) are imposed by the Board of Governors of the Federal Reserve System in respect of "eurocurrency liabilities," as defined under Regulation D of the Board of Governors of the Federal Reserve System (or any applicable regulation which may be substituted for Regulation D).

            Eurodollar Lending Office means, as to each Lender, its office or branch in London or New York City identified in Schedule 1 as its Eurodollar Lending Office or such other office or branch of such Lender as such Lender may hereafter designate by notice to EDS and the Administrative Agent, but no such designation shall be effective if EDS notifies such Lender and the Administrative Agent promptly thereafter that, in EDS's reasonable determination, such designation would have adverse consequences to EDS or any other Borrower to a material extent.

            Eurodollar Loan means any Loan or Bid Rate Loan hereunder bearing interest at a rate that is calculated by reference to the LIBOR Rate.

            Eurodollar Rate means the LIBOR Rate for Dollars plus the Applicable Margin.

            Eurodollar Reference Banks means Citibank, N.A., and Bank of America, N.A., and Eurodollar Reference Bank means each of them; provided that if any Eurodollar Reference Bank regularly fails to provide quotations to the Administrative Agent or regularly provides quotations that in the judgment of EDS are not representative of the rates at which deposits are generally available to Lenders in the relevant currencies, EDS may request (by notice to the Administrative Agent, which shall promptly notify the other parties hereto) that such Eurodollar Reference Bank be replaced as a Eurodollar Reference Bank by another Lender.

            Excluded Tax means any, and Excluded Taxes means all, Taxes imposed on or measured by the net income of any Lender or the Administrative Agent, and franchise taxes imposed on any of them, by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, Taxes imposed on its net income, and franchise taxes imposed on it, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof.

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            Exhibit means an exhibit attached hereto unless otherwise specified.

            Extension Response Date shall have the meaning assigned to such term in Section 2.4.

           Facility means the 364‑day revolving credit and term loan facility provided for in this Agreement.

            Federal Funds Rate for any day means the rate set forth for such day (or, if such day is not a Business Day the next preceding Business Day) opposite the caption "Federal Funds (Effective)" in the weekly statistical release designated as "H.15(519)", or any successor publication, published by the Board of Governors of the Federal Reserve System or, if such rate is not so published for any day which is a Business Day, the average of quotations for such day on overnight Federal funds transactions received by Administrative Agent from three (3) Federal funds brokers of recognized standing selected by it.

            Financial Statements means the consolidated balance sheet of EDS and its Subsidiaries and the consolidated statements of income, cash flows, and shareholders' equity of EDS and its Subsidiaries.

            Fixed Rate Loan means a Bid Rate Loan bearing interest at a fixed percentage rate per annum specified by the Lender making such Bid Rate Loan in its offer of Bid Rate Loans.

            GAAP means all applicable generally accepted accounting principles of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board which are applicable as of the date in question.

            Guaranty means that certain Unconditional Guaranty Agreement substantially in the form of Exhibit D hereto, executed by EDS in favor of the Lenders, and delivered to the Administrative Agent, as the same may be amended or restated from time to time.

            Highest Lawful Rate means the maximum nonusurious interest rate or amount of interest which, under applicable law, any Lender is allowed to contract for, charge, take, collect, reserve, or receive.

            Indemnified Liability and Indemnified Liabilities shall have the meanings assigned to such terms in Section 11.17.

            Indicated Rate means, with respect to any Interest Period, the rate for deposits in Dollars for a period comparable to the relevant Interest Period which appears on the Telerate Page 3750 as of 11:00 a.m. London time two (2) Eurocurrency Business Days preceding the first day of the relevant Interest Period or, if Telerate Page 3750 is unavailable at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and time; provided, however, that if Administrative Agent determines that the relevant foregoing source is unavailable for any Interest Period, Indicated Rate means the rate of interest determined by Administrative Agent to be the average (rounded upward, if necessary, to the nearest 1/10,000th of 1%) of the rates per annum at which deposits in Dollars in immediately available funds are offered to each of the Eurodollar Reference Banks two (2) Eurocurrency Business Days preceding the first day of the relevant Interest Period by prime banks in the London interbank Eurodollar market as of 11:00 a.m. London time for delivery on the first day of such Interest Period, for the number of days comprised therein and in an amount comparable to the amount of the relevant Loan.

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            Interest Option shall have the meaning assigned to such term in Section 2.5(c).

            Interest Payment Date means, as to any Base Rate Loan, each Quarterly Date to occur  while such Base Rate Loan is outstanding, and the date such Base Rate Loan is paid in full.

            Interest Period means (a) with respect to each Loan consisting of a Eurodollar Loan or a Bid Rate Loan (other than a Bid Rate Loan which is a Fixed Rate Loan), the period commencing on the date of such Loan, or on the last day of the immediately preceding Interest Period in the case of a continuation or conversion, and ending on the numerically corresponding day in the first, second, third, or sixth month thereafter, as the applicable Borrower may elect in the applicable Notice of Advance, Notice of Acceptance, Request for Bids or Notice of Continuation/Conversion, (b) with respect to each Loan consisting of a CD Loan, the period commencing on the date of such Loan, or on the last day of the immediately preceding Interest Period in the case of a continuation or conversion, and ending 30, 60, 90 or 180 days thereafter as the applicable Borrower may elect in the applicable Notice of Advance, Notice of Acceptance or Notice of Continuation/Conversion and (c) with respect to any Bid Rate Loan which is a Fixed Rate Loan, the period commencing on the date of such Fixed Rate Loan and ending such number of days thereafter (which shall not be less than fifteen (15) days or more than one hundred eighty‑three (183) days after such date) as selected by the relevant Borrower in its Notice of Acceptance.  Notwithstanding the above, (x) any Interest Period which would otherwise end on a day that is not a Business Day, or Eurocurrency Business Day, as appropriate, shall be extended to the next succeeding Business Day, or Eurocurrency Business Day, as appropriate, unless, in the case of Eurodollar Loans, such next succeeding Eurocurrency Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Eurocurrency Business Day, (y) in the case of Eurodollar Loans, any Interest Period which begins on the last Eurocurrency Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Eurocurrency Business Day of a calendar month, and (z) no Interest Period may end later than (i) the Commitment Termination Date, except an Interest Period for a Committed Loan that is to be converted to a Term Loan pursuant to a Notice of Term Loan Conversion, or (ii) for any Term Loan, the Term Loan Maturity Date.

            Law means all applicable statutes, laws, ordinances, regulations, orders, writs, injunctions, or decrees of any Tribunal and any treaties or international conventions.

            Lender means a financial institution identified in Schedule 1 or added pursuant to Section 11.12 hereof, in each case, for the account of the Applicable Lending Office, and Lenders means all such financial institutions.

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            LIBOR Rate means, with respect to any Interest Period, an interest rate per annum (rounded upward, if necessary, to the next higher 1/10,000th of 1%) determined by Administrative Agent two (2) Eurocurrency Business Days prior to the first day of such Interest Period to be the quotient obtained by dividing (a) the Indicated Rate for such Interest Period by (b) a percentage equal to 100% minus the Eurocurrency Reserve Percentage, if applicable.

            Litigation means any proceeding, claim, lawsuit, or investigation conducted or threatened by or before any Tribunal.

            Loan means any Committed Loan or Term Loan by any Lender to any Borrower and Loans shall mean all of such Committed Loans and Term Loans.

            Loan Documents means (a) this Agreement, (b) the Notes, (c) the Guaranty, and (d) any and all other agreements ever delivered pursuant to this Agreement, as the same may be renewed, extended, restated, amended, or supplemented from time to time.

            Majority Lenders shall mean, as of any date, Lenders representing greater than 51% of (a) at any time Lenders are committed to lend hereunder, the sum of (i) the Aggregate Committed Sum plus (ii) the aggregate unpaid principal amount of all Term Loans, if any, or (b) at any time after the Commitments shall have expired or terminated, (i) at any time that Loans are outstanding, the aggregate unpaid principal amount of the Loans, and (ii) at any time that no Loans are outstanding, the aggregate unpaid principal amount of the Bid Rate Loans.

            Material Adverse Effect means any set of circumstances or events which would reasonably be expected to (a) have any material adverse effect upon the validity or enforceability of this Agreement, any Note or the Guaranty, (b) be material and adverse to the financial condition of EDS and its Subsidiaries taken as a whole, (c) materially impair the ability of EDS and its Subsidiaries, taken as a whole, to fulfill their obligations under the terms and conditions of the Loan Documents, or (d) cause a Default or a Potential Default.

            Multiemployer Plan means a multiemployer plan as defined in sections 3(37) or 4001(a)(3) of ERISA or section 414 of the Code to which EDS or any of its Subsidiaries is making, or has made, or is accruing, or has accrued, an obligation to make contributions.

           Net Income means, with respect to any Person for any period, the net income or loss of such Person for such period, determined in accordance with GAAP, except that extraordinary and non‑recurring gains and losses as determined in accordance with GAAP shall be excluded.

            Net Worth means the excess, if any, of (a) the total assets of EDS and its consolidated Subsidiaries over (b) without duplication, all items of indebtedness, obligation, or liability which would be classified as liabilities of EDS and its consolidated Subsidiaries, each to be determined in Dollars in accordance with GAAP.

            Notes shall have the meaning assigned to such term in Section 3.1 and Note shall mean any of the Notes.

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            Notice of Acceptance means a notice by a Borrower to the Administrative Agent accepting an offer for a Bid Rate Loan.

            Notice of Advance means a notice submitted and executed by a Borrower (and, if such Borrower is not EDS, by such Borrower and EDS), which notice shall be irrevocable and binding, requesting a Committed Loan, which Notice of Advance shall be substantially in the form of Exhibit E.

            Notice of Continuation/Conversion shall have the meaning assigned to such term in Section 3.4 and shall be substantially in the form of Exhibit H.

            Notice of Rejection means a notice by a Borrower to the Administrative Agent rejecting an offer for a Bid Rate Loan.

            Notice of Term Loan Conversion shall have the meaning assigned to such term in Section 2.5.

            Notice of Term Loan Rollover shall have the meaning assigned to such term in Section 2.5(c).

            Obligation means all present and future indebtedness, obligations and liabilities, and all renewals, extensions, and modifications thereof, now or hereafter owed to Lenders by each Borrower arising from, by virtue of, or pursuant to any Loan Document, together with all interest lawfully accruing thereon and reasonable costs, reasonable expenses, and reasonable attorneys' fees incurred in the enforcement or collection thereof.

            Offer of Bid Rate Loans shall mean a duly completed Offer of Bid Rate Loans, substantially in the form of Exhibit G, delivered by a Lender to Administrative Agent in connection with a Bid Rate Loan.

            Participant shall have the meaning assigned to such term in Section 11.12(b).

            Payment Office means the principal office of Administrative Agent in New York City, located on the date hereof at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, which may be changed by written notice to EDS and the Lenders.

            PBGC means the Pension Benefit Guaranty Corporation, or any successor thereto.

            Pension Plan means an employee pension benefit plan as defined in section 3(2) of ERISA which is maintained or contributed to by EDS or any Subsidiary of EDS for employees of EDS or any Subsidiary of EDS, excluding any Multiemployer Plan.

            Percentage means, at any time, for each Lender, the percentage obtained by (x) dividing such Lender's Committed Sum by the Aggregate Committed Sum and (y) multiplying the product so obtained by 100.

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            Person means any individual, entity, or Tribunal.

            Potential Default means the occurrence of any event specified in Section 8.1 which, with notice or lapse of time or both, as provided in Section 8.1, could become a Default.

            Process Agent means Prentice Hall Systems, Inc., ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇‑7773.

            Pro Rata means, at any time, for each Lender, the ratio of the unpaid principal balance of the Loans made by such Lender to the unpaid principal balance of all Loans.

            Purchasing Lender shall have the meaning assigned to such term in Section 2.4.

            Quarterly Date means the last Business Day of each December, March, June and September during the term of this Agreement.

            Reference Banks means the Domestic Reference Banks and the Eurodollar Reference Banks and Reference Bank means any of them.

            Register shall have the meaning assigned to such term in Section 11.12(d).

            Reportable Event shall have the meaning assigned thereto under Section 4043 of ERISA.

            Request For Bids means a duly completed Request for Bids, substantially in the form of Exhibit F, delivered by a Borrower to Administrative Agent in connection with a Bid Rate Loan.

            Rights means rights, remedies, powers, privileges, and benefits.

            Schedule means a schedule attached hereto unless specified otherwise.

            Section means a section or subsection of this Agreement unless specified otherwise.

            Subsidiary of a Person means any Person (and Subsidiaries means all of such Persons), whether or not existing on the date of this Agreement, of which an aggregate of 50% or more (in number of votes) of the securities having ordinary voting power for the election of directors (or individuals performing similar functions), or comparable ownership interest, is owned of record or beneficially, directly or indirectly, by such Person, by one or more of the other Subsidiaries of such Person, or by a combination thereof.

            Taxes means all taxes, assessments, fees, levies, imposts, duties, deductions, withholdings, or other charges of any nature whatsoever from time to time or at any time imposed by any Law or Tribunal.

            Terminating Lender shall have the meaning assigned to such term in Section 2.4.

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            Term Loan and Term Loans shall have the meanings assigned to such terms in Section 2.5.

            Term Loan Maturity Date shall have the meaning assigned to such term in Section 2.5(b).

            Term Note shall have the meaning assigned to such term in Section 2.5 and Term Notes shall mean all of the Term Notes.

            Tribunal means any (a) local, state, or federal judicial, executive, or legislative authority, including, without limitation, any governmental agency or regulatory authority, whether of the United States or any other country, or (b) private arbitration board or panel.

            1.2.      Other Definitional Provisions .

                        (a)        Other Agreements.  All terms defined in this Agreement shall have the above‑defined meanings when used in the Notes or any Loan Documents, and any certificate, report or other document made or delivered pursuant to this Agreement, unless the context therein shall otherwise require.

                        (b)        To/From.  Relative to the determination of any period of time, "from" means "from and including" and "to" or "until" means "to but excluding".

                        (c)        References to Loan Documents.  The words "hereof," "herein," "hereunder" and similar terms when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

                        (d)        Accounting Terms.  As used herein and in any certificate or other document made or delivered pursuant thereto, accounting terms relating to Borrowers but not defined in Article I and accounting terms partly defined in Article I shall have the respective meanings given to them under GAAP.

                        (e)        Include/Including.  The term "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term.

ARTICLE II

FACILITY

            2.1.      Committed Loans .  Subject to and in reliance upon the terms, conditions, representations, and warranties contained in this Agreement, each Lender, severally, and not jointly, agrees to make Advances in Dollars to EDS and any of the Designated EDS Affiliates so long as the aggregate principal amount of the Committed Loans from such Lender outstanding never exceeds such Lender's Committed Sum; provided that, the aggregate outstanding principal amount of all Committed Loans and Bid Rate Loans from all Lenders shall not exceed the Aggregate Committed Sum.  Notwithstanding anything to the contrary set forth herein, any Lender may make and have outstanding one or more Bid Rate Loans which, when aggregated with the outstanding principal amount of all Committed Loans from such Lender, would exceed such Lender's Committed Sum.  Administrative Agent shall maintain a record of each Lender's Committed Sum, Percentage, Committed Loans, Term Loans and Bid Rate Loans.  Each Lender's Commitment shall continue in full force and effect until and expire on, the applicable Commitment Termination Date, and no Lender shall have any obligation to make any Committed Loan thereafter; provided that, each Borrower's Obligation and Lender's Rights under the Loan Documents shall continue in full force and effect until such Borrower's Obligation is paid and performed in full and provided, further, that, pursuant to the terms of Section 2.5, Borrowers may convert the outstanding principal balance of the Committed Loans to Term Loans.  From and after the Availability Date, through and including the final Commitment Termination Date, EDS and each Designated EDS Affiliate may borrow, repay, and reborrow Committed Loans and Bid Rate Loans hereunder, subject as respects Bid Rate Loans to Section 2.3.

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            2.2.      Committed Loan Borrowing Procedure; Disbursement .

                        (a)        Notice of Borrowing of Committed Loans.  Each Committed Loan shall be made following a Borrower's Notice of Advance to Administrative Agent requesting a Committed Loan on a certain Borrowing Date.  Each Notice of Advance shall be given to Administrative Agent in writing or by telegraph, telex or telecopy, or by telephonic notice (followed by a written confirmation) (i) not later than 11:00 a.m., New York, New York time on the proposed Borrowing Date of each Committed Loan which is a Base Rate Loan, which proposed Borrowing Date shall be a Business Day, (ii) not later than 11:00 a.m., New York, New York time on the Business Day that is two (2) Business Days before the proposed Borrowing Date of each Committed Loan which is a CD Loan, which proposed Borrowing Date shall be a Business Day, and (iii) not later than 11:00 a.m., New York, New York time on the Eurocurrency Business Day that is three (3) Eurocurrency Business Days before the proposed Borrowing Date of each Committed Loan which is a Eurodollar Loan, which proposed Borrowing Date shall be a Eurocurrency Business Day.  Each Committed Loan, except Committed Loans for the remaining unborrowed Aggregate Committed Sum, shall be in an amount of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000.

                        (b)        Funding of Committed Loans.  After receiving a Notice of Advance in the manner provided herein, Administrative Agent shall promptly notify each Lender by telephone (confirmed immediately by telex, cable or telecopy), telecopy, telex or cable of the terms of the Notice of Advance and such Lender's Percentage of the requested Committed Loan.  Each Lender shall, before 1:00 p.m., New York, New York time on the Borrowing Date specified in the Notice of Advance, deposit with Administrative Agent at its Payment Office such Lender's Percentage of such Committed Loan in immediately available funds.  Upon fulfillment of all applicable conditions set forth herein, including receipt by Administrative Agent of a duly executed Committed Loan Note for each Lender from the relevant Borrower (provided, however, that EDS shall be required only to provide to each Lender a Committed Loan Note in the form of Exhibit A‑1 to evidence all Committed Loans from such Lender to EDS) and after receipt by Administrative Agent of such funds, Administrative Agent shall pay or deliver all funds so received to the order of the relevant Borrower to the account specified in the Notice of Advance.

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                        (c)        Failure to Fund Committed Loans.  The failure of any Lender to make any Advance required to be made by it hereunder shall not relieve any other Lender of its obligation to make its Advance hereunder.  If any Lender fails to provide its Percentage of any Committed Loan and if all conditions to such Committed Loan have apparently been satisfied, Administrative Agent will make available to the relevant Borrower the funds received by it from the other Lenders.  Neither Administrative Agent nor any Lender shall be responsible for the performance by any other Lender of its obligations hereunder.  Upon the failure of a Lender to make an Advance required to be made by it hereunder, Administrative Agent shall notify EDS, the relevant Borrower (if other than EDS) and all Lenders, and shall consult with all Lenders (other than the defaulting Lender) to determine whether one or more of such Lenders will make an additional Advance to cover the shortfall created by the defaulting Lender's failure to fund its Advance.  If Lenders decline to cover such shortfall, Administrative Agent shall use good faith efforts to obtain one or more banks, acceptable to EDS, to replace the defaulting Lender, but neither Administrative Agent nor any other Lender shall have any liability or obligation whatsoever as a result of the failure to obtain a replacement for such Lender.

                        (d)        Funding by Administrative Agent.  Unless Administrative Agent shall have received notice from a Lender prior to the date of any Committed Loan that such Lender will not make available to Administrative Agent such Lender's Percentage of such Committed Loan, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on the date of such Committed Loan in accordance with this Section 2.2.  Administrative Agent may, in reliance upon such assumption, make available a corresponding amount to or on behalf of the relevant Borrower on such date.  If and to the extent any Lender shall not have so made its Percentage of any Committed Loan available to Administrative Agent, the relevant Borrower shall repay to Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to or on behalf of such Borrower until the date such amount is repaid to Administrative Agent, at the rate per annum applicable to the Committed Loan in question.  Each Lender shall record in its records, or at its option on the schedule attached to its applicable Committed Loan Note, the date and amount of each Committed Loan made by such Lender thereunder, each repayment or prepayment thereof, and the dates on which each Interest Period for such Committed Loan shall begin and end.  The aggregate unpaid principal amount so recorded shall be rebuttable presumptive evidence of the principal amount owing and unpaid on such Committed Loan Note.  The failure to so record or any error in so recording any such amount shall not, however, limit or otherwise affect the obligations of any Borrower hereunder or under any Committed Loan Note to repay the principal amount of each Committed Loan to such Lender together with all interest accruing thereon.

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            2.3.      Bid Rate Loans .  From time to time, each Borrower may request that Lenders make one or more Advances available to such Borrower under the Facility for the same purposes expressed herein, at an interest rate and subject to other terms and conditions to be determined in accordance with this Section 2.3 (each, a "Bid Rate Loan" and collectively, the "Bid Rate Loans") pursuant to the procedure described below.

                        (a)        Requests for Bids.  Except as otherwise provided herein, each Borrower may from time to time request that Administrative Agent invite bids for Bid Rate Loans, which requests shall be made by delivering to Administrative Agent a completed Request for Bids not later than 11:00 a.m., New York, New York time, (i) on the Eurocurrency Business Day that is four (4) Eurocurrency Business Days before the proposed Bid Rate Loan Borrowing Date for a Eurodollar Loan; and (ii) on the Business Day that is one (1) Business Day before the proposed Bid Rate Loan Borrowing Date for a Fixed Rate Loan.  Each Request For Bids shall be irrevocable and shall specify (A) the proposed Bid Rate Loan Borrowing Date, which date shall be a Eurocurrency Business Day, if the requested Bid Rate Loan is a Eurodollar Loan, or a Business Day in all other cases, (B) the amount which the Borrower proposes to borrow on such date, which amount shall be not less than $5,000,000 or, if greater, an integral multiple of $1,000,000, (C) whether the Lenders should offer to make Eurodollar Loans and/or Fixed Rate Loans, (D) the Interest Period(s) applicable to such proposed borrowing, if the proposed Bid Rate Loan is to be a Eurodollar Loan, (E) the term of the proposed Bid Rate Loan, (F) the account into which the Advance of the Bid Rate Loan is to be made and (G) such other information as is provided for in Exhibit F.  Administrative Agent, promptly after receipt by it of a Request For Bids, shall notify each Lender by telecopy of its receipt of a Request For Bids and the contents thereof and shall invite bids from each Lender.

                        (b)        Offers by Lenders.  Prior to 10:00 a.m., New York, New York time, (i) on the Eurocurrency Business Day at least three (3) Eurocurrency Business Days prior to the proposed Bid Rate Loan Borrowing Date, if the requested Bid Rate Loan is a Eurodollar Loan or (ii) on the proposed Bid Rate Loan Borrowing Date if the requested Bid Rate Loan is a Fixed Rate Loan (the "Bid Date"), each Lender willing to make a Bid Rate Loan shall provide notice to Administrative Agent of such Lender's offer to provide a Bid Rate Loan in response to the relevant Borrower's Request For Bids by delivering to Administrative Agent an Offer of Bid Rate Loans.  Such Offer of Bid Rate Loans shall specify the minimum and maximum amount of the Bid Rate Loan such Lender would be willing to provide (which amount may exceed such Lender's Committed Sum), the Interest Period(s) relative thereto, if the offered Bid Rate Loan is to be a Eurodollar Loan, the Bid Rate for such Bid Rate Loan, any other information provided for in Exhibit G and all other terms and conditions required by such Lender.  At or prior to 10:30 a.m. New York, New York time, on the Bid Date, Administrative Agent shall provide notice to the Borrower having submitted the relevant Request For Bids of all of the information provided to Administrative Agent by Lenders in response to such Request For Bids; provided, however, if Administrative Agent, in its capacity as a Lender, shall elect to make any such offer, it shall notify the relevant Borrower of such offer before 9:00 a.m., New York, New York time, on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders.

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                        (c)        Acceptance of Bids.  The Borrower having issued a Request For Bids shall, not later than 11:00 a.m., New York, New York time, on the relevant Bid Date, and in its sole discretion, either (i) reject any or all of the offered Bid Rate Loans by delivering a Notice of Rejection to Administrative Agent, or (ii) accept any or all of the offered Bid Rate Loans by delivering a Notice of Acceptance to Administrative Agent; provided, however, that (A) the aggregate principal amount of each Bid Rate Loan may not exceed the applicable amount set forth in the related Request for Bids, and (B) in the event that two (2) or more offers of Bid Rate Loans have identical terms other than interest rate, acceptance of offers shall be made on the basis of ascending interest rates.  Promptly following the acceptance of one or more Bid Rate Loans by a Borrower, the Administrative Agent shall notify each Lender of the ranges of offers submitted and the highest and lowest offers accepted for each Interest Period requested by such Borrower, the aggregate amount of the Bid Rate Loans borrowed pursuant to the related Request for Bids and the consequent reduction in the availability of the Aggregate Committed Sum.  Any Notice of Acceptance shall specify each Lender whose Bid Rate Loan is accepted, the amount of the Bid Rate Loans so accepted, which shall not be more than the maximum amount offered by such Lender nor less than the minimum amount offered by such Lender, and all other terms and conditions with respect to which such Lender offered varying options in its notice to Borrower.  All notices by Borrower to Administrative Agent shall be promptly communicated by Administrative Agent to the relevant Lenders.  If Borrower fails to issue to Administrative Agent either a Notice of Rejection or a Notice of Acceptance at or prior to 11:00 a.m., New York, New York time, on the Bid Date indicating its acceptance or rejection of a Lender's offered Bid Rate Loan, Borrower shall be deemed to have rejected such offered Bid Rate Loan and Administrative Agent shall so notify such Lender.

                        (d)        Funding of Bid Rate Loans.  After receiving a Notice of Acceptance from Borrower that it wishes to accept an offered Bid Rate Loan, Administrative Agent shall promptly notify the relevant Lender by telephone (confirmed immediately by telex, cable or telecopy), telecopy, telex or cable of the terms of the requested Bid Rate Loan, such written confirmation to be in the form of Exhibit M attached hereto (each, a "Bid Rate Loan Confirmation").  Each such Lender whose offered Bid Rate Loan was accepted shall, before 12:00 noon, New York, New York time, on the Bid Rate Loan Borrowing Date, deposit with Administrative Agent at its Payment Office the amount of such Bid Rate Loan in immediately available funds.  Upon fulfillment of all applicable conditions set forth herein, including receipt by Administrative Agent of a duly executed Bid Rate Note for each Lender obligated to fund a Bid Rate Loan from the relevant Borrower and after receipt by Administrative Agent of such funds, Administrative Agent shall make such funds available to the relevant Borrower at the account specified in the Request for Bids and thereafter deliver a Bid Rate Note to each Lender funding a Bid Rate Loan.

                        (e)        Waivers Permitted.  Notwithstanding anything set forth in this Section 2.3, the required notices and time periods set forth in this Section 2.3 as to Bid Rate Loans may be waived by agreement of any Borrower and any affected Lender.

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                        (f)         Reliance.  The Administrative Agent may rely and act upon notice given by telephone by individuals reasonably believed by the Administrative Agent to be those individuals designated to the Administrative Agent by the Borrower in writing from time to time to possess authority to give such notice, without waiting for receipt of written confirmation thereof, and EDS and each other Borrower hereby indemnifies and holds harmless the Administrative Agent from and against any and all losses, costs, expenses, damages, claims, actions and other proceedings relating to such reliance, except for losses, costs, expenses, damages, claims, actions and proceedings resulting from acts or omissions constituting gross negligence or willful misconduct on the part of the Administrative Agent.  If a written confirmation differs in any respect from the action taken by the Administrative Agent, the records of the Administrative Agent shall govern, absent manifest error.

            2.4.      Optional Extension of the Commitment Termination Date .  At any time after the sixty‑first (61st) day prior to the then current Commitment Termination Date, EDS may request that the Commitment Termination Date be extended, effective on the then current Commitment Termination Date, to the date which is the 364th day after the then current Commitment Termination Date and Lenders may, at their option, accept or reject such request.  To request an extension, EDS shall notify Administrative Agent of EDS's request to extend the Commitment Termination Date, and Administrative Agent shall promptly notify the Lenders of each such request.  Each Lender shall notify Administrative Agent in writing within thirty (30) days after such request, provided, that, no Lender shall be required to give notice of consent prior to thirty (30) days prior to the then current Commitment Termination Date (the later of such days shall be referred to as the "Extension Response Date") whether it consents to such extension.  If any Lender shall fail to give such notice to Administrative Agent by the Extension Response Date, such Lender shall be deemed to have rejected the requested extension.  If all Lenders consent to the requested extension by the Extension Response Date, the Commitment Termination Date shall be automatically extended to the date which is the 364th day after the then current Commitment Termination Date.  If fewer than all Lenders so consent (each Lender rejecting the requested extension being referred to as a "Terminating Lender"), EDS shall within five (5) days after the Extension Response Date notify Administrative Agent (which shall promptly notify each Lender) whether EDS elects to withdraw its request for an extension of the Commitment Termination Date or to extend the Commitment Termination Date for all Lenders that have consented to such extension.  If EDS elects to so extend the Commitment Termination Date as to fewer than all Lenders, Administrative Agent shall promptly notify the non‑Terminating Lenders of EDS's decision, and each Lender which is not a Terminating Lender shall have the right, but not the obligation, to elect to increase its respective Committed Sum by an amount not to exceed the aggregate amount of the Committed Sums of the Terminating Lenders, which election shall be made by notice from each such non‑Terminating Lender to the Administrative Agent and EDS given not later than five (5) Business Days after the date notified by Administrative Agent, and specifying the amount of such proposed increase in such non‑Terminating Lender's Committed Sum.  If the aggregate amount of the proposed increases in the Committed Sums of all such non‑Terminating Lenders making such an election is in excess of the aggregate Committed Sums of the Terminating Lenders, (a) the Committed Sums of the Terminating Lenders shall be allocated pro rata among such non‑Terminating Lenders based on the respective amounts of the proposed increases to Committed Sums elected by each of such non‑Terminating Lenders, and (b) the respective Committed Sums of such non‑Terminating Lenders shall be increased by the respective amounts allocated pursuant to clause (a) above so that, after giving effect to such termination and increases, the amount of the Aggregate Committed Sum will be the same as prior to such termination.

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            If the aggregate amount of the proposed increases to Committed Sums of all non‑Terminating Lenders making such an election equals the aggregate Committed Sums of the Terminating Lenders, the respective Committed Sums of such non‑Terminating Lenders shall be increased by the respective amounts of their proposed increases, so that after giving effect to such termination and increases, the amount of the Aggregate Committed Sum will be the same as prior to such termination.  If the aggregate amount of the proposed increases to Committed Sums of all non‑Terminating Lenders making such an election is less than the aggregate Committed Sums of the Terminating Lenders, (i) the respective Committed Sums of such non‑Terminating Lenders shall be increased by the respective amounts of their proposed increases and (ii) EDS shall have the right to add one or more banks or other financial institutions (which are not Terminating Lenders) as purchasing lenders under this Agreement (in such capacity, each a "Purchasing Lender") to replace such Terminating Lenders, which Purchasing Lenders shall have aggregate Committed Sums not greater than those of the Terminating Lenders less the amounts thereof, if any, assumed by the non‑Terminating Lenders pursuant to the above‑described increases.  The transfer of Commitments or outstanding Loans from Terminating Lenders to Purchasing Lenders or non‑Terminating Lenders shall take place on the effective date of, and pursuant to the execution, delivery, acceptance and recording of, an Assignment and Acceptance in accordance with the procedures set forth in Section 11.12.  To the extent that replacements are not obtained by EDS for any Terminating Lender, on the Commitment Termination Date applicable to such Terminating Lender, the Aggregate Committed Sum shall be reduced by the amount of the Committed Sum of such Terminating Lender and, concurrently with such reduction in the Aggregate Committed Sum, EDS shall either (1) pay, and cause any other relevant Borrower to pay, the principal amount of the Loans of any such Terminating Lender, all accrued and unpaid interest thereon, such Terminating Lender's ratable share of all accrued and unpaid facility fees and any remaining unpaid Obligation owed to such Terminating Lender in relation to the Facility, in each case to the extent not assigned and purchased pursuant hereto, and the Commitment of such Terminating Lender shall thereupon terminate or (2) convert the Committed Loans of any such Terminating Lender to Term Loans pursuant to Section 2.5, provided, however, that no Committed Loan made by any Terminating Lender pursuant to a Notice of Advance sent after Administrative Agent has given notice to EDS that such Terminating Lender has rejected the requested extension may be converted to a Term Loan, unless the then Commitment Termination Date is not extended for any Lender and all, or a Pro Rata Portion of all, Committed Loans outstanding on the then Commitment Termination Date are converted to Term Loans.

            Each Terminating Lender's Commitment shall expire no later than its Commitment Termination Date and, unless a Terminating Lender's Committed Loans are converted to Term Loans hereunder, each Terminating Lender shall have no further rights or obligations under the Facility or Commitment hereunder following the effective date of the later to occur of (x) the transfer of all outstanding Loans from such Terminating Lender to Purchasing Lenders or non‑Terminating Lenders, or (y) the payment in full of the Obligation owed to such Terminating Lender hereunder, other than any rights or obligations as to the Facility accruing prior to such date under this Agreement as provided herein; but in no event shall such Terminating Lender have any obligation to make Advances after its Commitment Termination Date.

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            2.5.      Conversion to Term Loan .  So long as Borrowers shall have fulfilled all the conditions precedent set forth in this Section 2.5, and so long as no Default or Potential Default exists, on the Commitment Termination Date each Borrower shall have the option, exercisable upon delivery to Administrative Agent, on or prior to three (3) Business Days prior to the Commitment Termination Date, of a notice (a "Notice of Term Loan Conversion") in the form of Exhibit I, to convert the outstanding principal balance of any Committed Loan Note due on such Commitment Termination Date with respect to which such Borrower is the obligor to a term loan (such Loan made by a Lender herein being called a "Term Loan" and all such Loans being herein collectively called the "Term Loans") on the terms and conditions set forth below, except as limited by Section 2.4.

                        (a)        Term Notes.  The Term Loan of each Lender to a Borrower shall be evidenced by a promissory note (a "Term Note") executed by such Borrower which shall (i) be dated as of the Commitment Termination Date, (ii) be in the unpaid principal balance of the Committed Loan of such Lender as of such date, (iii) bear interest at a rate selected in accordance with this Section 2.5, (iv) be payable to the order of such Lender, at the Payment Office of Administrative Agent, (v) be in renewal and extension of such Lender's Committed Loan Note and (vi) be in the form of Exhibit B attached hereto with blanks appropriately completed in conformity herewith.  Each Borrower electing to convert one or more Committed Loans to Term Loans shall deliver to Administrative Agent a Term Note for each such Term Loan contemporaneously with the delivery of the Notice of Term Loan Conversion provided for in Section 2.5, which Term Note shall be delivered by Administrative Agent to the relevant Lender in exchange for the related Committed Loan Note, which shall be delivered to the relevant Borrower.

                        (b)        Principal and Interest Payments on Term Notes.  Interest on the Term Notes shall be payable in accordance with Section 3.3.  The unpaid principal amount of the Term Notes and all accrued but unpaid interest thereon, shall be payable on the second anniversary of the date thereof (the "Term Loan Maturity Date").

                        (c)        Interest Options.  Each Borrower of a Term Loan shall have the option of having all or any portion of the Term Loans bear interest at the Base Rate, the CD Rate or the Eurodollar Rate (each, an "Interest Option").

                                    (i)         At Time of Borrowing.  Each Borrower shall, in its Notice(s) of Term Loan Conversion , give Administrative Agent notice of the initial Interest Option and Interest Period selected with respect to each Loan of such Borrower to be converted into a Term Loan on the Commitment Termination Date.

                                    (ii)        At Expiration of Interest Periods.  Prior to the end of each Interest Period, each Borrower of a Term Loan shall give written notice (a "Notice of Term Loan Rollover") in the form of Exhibit J to Administrative Agent of the Interest Option which shall be applicable to such Term Loan upon the expiration of such Interest Period.  Such Term Loan Rollover Notice shall be given to Administrative Agent (1) not later than 11:00 a.m., New York, New York time on a Business Day that is at least two (2) Business Days, in the case of a Base Rate or CD Rate selection or (2) not later than 11:00 a.m., New York, New York time on a Eurocurrency Business Day that is at least three (3) Eurocurrency Business Days, in the case of a Eurodollar Rate selection, prior to the termination of such Interest Period.  Such Term Loan Rollover Notice shall also specify the length of the succeeding Interest Period (subject to the provisions of the definition of such term), selected by the relevant Borrower with respect to each Term Loan.  Each Notice of Term Loan Rollover shall be irrevocable and effective upon notification thereof to Administrative Agent.  If the required Notice of Term Loan Rollover shall not have been timely received by Administrative Agent in accordance with this Section 2.5(c)(ii), each Borrower not providing such timely notice shall be deemed to have converted such Loan into a Base Rate Loan on the last day of the Applicable Interest Period and the Administrative Agent shall promptly notify the relevant Borrower of such conversion.

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            2.6.      Several Obligations .  The failure of any Lender to perform its obligations under this Agreement shall not affect the obligations of any Borrower toward any other Lender or the obligations of any other Lender toward any Borrower, nor shall any other Lender be liable for the failure of such Lender to perform its obligations under this Agreement.

 ARTICLE III

TERMS OF PAYMENT

            3.1.      Notes .  Committed Loans and interest thereon shall be evidenced by promissory notes substantially in the form and upon the terms of Exhibit A‑1 in the case of EDS or Exhibit A‑2 in the case of any other Borrower, respectively, duly executed by the applicable Borrower (the "Committed Loan Notes") and shall be due and payable in accordance with this Agreement and the terms of such Committed Loan Notes.  Term Loans and interest thereon shall be evidenced by Term Notes substantially in the form and upon the terms of Exhibit B duly executed by the applicable Borrower and shall be due and payable in accordance with this Agreement and the terms of such Term Notes.  Bid Rate Loans and interest thereon shall be evidenced by promissory notes substantially in the form and upon the terms of Exhibit C duly executed by the applicable Borrower (the "Bid Rate Notes") and shall be due and payable in accordance with this Agreement and the terms of such Bid Rate Notes.  The Committed Loan Notes, the Term Notes and the Bid Rate Notes are collectively called the "Notes".

            3.2.      Payments on Committed Loan Notes and Bid Rate Notes .  The unpaid principal balance of each Committed Loan Note, and all accrued but unpaid interest thereon, shall be due and payable on the Commitment Termination Date, subject to Borrowers' right to convert such Committed Loans to Term Loans.  The unpaid principal balance of each Bid Rate Note, and all accrued and unpaid interest thereon, shall be due and payable in accordance with the terms of such Bid Rate Note, provided, however, that interest on any Bid Rate Note that evidences a Fixed Rate Loan shall be payable at least every ninety (90) days during the term of such Fixed Rate Loan, and provided, further, that such Bid Rate Note shall mature not later than the Commitment Termination Date.  Administrative Agent shall deliver to each Borrower and EDS notice of each payment of interest, principal, facility fee or other payment required to be made on each Loan and Bid Rate Loan not less than three (3) Business Days or Eurocurrency Business Days, as applicable, prior to the due date thereof; provided, however, that failure to provide such notice will not affect any Borrower's Obligation hereunder.  Each payment or prepayment on the Obligation and payments of fees must be paid at Administrative Agent's Payment Office or address in London or New York City set forth in Schedule 1 in funds which are or will be available for immediate use by Administrative Agent at such address on or before 1:00 p.m., New York, New York time, on the day due.  Funds received after such time shall be deemed to have been received by Administrative Agent on the next following Business Day (in the case of Base Rate Loans and CD Loans) or Eurocurrency Business Day (in the case of Eurodollar Loans).  Amounts received by Administrative Agent for the account of another Person shall be promptly remitted in like funds to such other Person.  If, in the case of Base Rate Loans and/or CD Loans, any action is required or any payment is to be made on a day which is not a Business Day, then such action or payment shall be delayed until the next succeeding Business Day.  If, in the case of Eurodollar Loans, any action is required on a day which is not a Eurocurrency Business Day, then such action or payment shall be delayed until the next Eurocurrency Business Day unless a payment by a Borrower of a Eurodollar Loan is involved and the next Eurocurrency Business Day would fall in the succeeding calendar month, in which event such payment shall be made on the immediately preceding Eurocurrency Business Day.  Any extension of time shall be included in the computation of payments of interest.  Upon receipt of any payment of principal or interest from a Borrower hereunder (except payments and/or prepayments on Bid Rate Notes), Administrative Agent will promptly thereafter cause to be distributed (x) like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Sections 3.5, 3.9, 3.10, 3.11 or 3.13) to the Lenders for the account of their respective Applicable Lending Offices and (y) like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its respective Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.  Upon any assignment of any Lender's Commitment pursuant to Section 11.12 and after notification thereof to Administrative Agent, Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Assignee.

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            3.3.      Interest .  The Loans from day to day shall bear interest on the outstanding principal balance thereof at a rate per annum equal to the lesser of (a) the Highest Lawful Rate, or (b) (i) in the case of Base Rate Loans, the Base Rate, (ii) in the case of CD Loans, the CD Rate, and (iii) in the case of Eurodollar Loans, the Eurodollar Rate.  Bid Rate Loans from day to day shall bear interest on the outstanding principal balance thereof at a rate per annum equal to the lesser of (A) the Highest Lawful Rate, or (B) the Bid Rate applicable thereto.  Accrued interest on each Loan is payable in arrears, (x) in the case of Base Rate Loans, on each Interest Payment Date, and, (y) in the case of CD Loans and Eurodollar Loans, on the last day of each Interest Period with respect to such Loan or if occurring earlier in any case, the Commitment Termination Date (in the case of Committed Loans) or the Term Loan Maturity Date (in the case of Term Loans); provided, however, as to any Loan having an Interest Period longer than three (3) months, in the case of Eurodollar Loans, or ninety (90) days, in the case of CD Loans, interest shall also be payable on each day which is three (3) months, in the case of Eurodollar Loans, or ninety (90) days, in the case of CD Loans, after the first day of such Interest Period.  Interest accrued on the principal of each Loan and each Bid Rate Loan after the maturity thereof and, to the extent permitted by applicable Law, interest on other overdue amounts, shall be payable on demand.  Each determination by Administrative Agent of the rate of interest applicable to any Loan shall be conclusive in the absence of manifest error and each change in the Base Rate and Highest Lawful Rate, subject to the terms hereof, will become effective, without notice to any Borrower, upon the effective date of such change.

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            3.4.      Continuation/Conversion with Respect to Committed Loans .

                        (a)        Conversion of Loans.  Any Borrower may elect at any time to convert all or any part (but, if less than all, not less than $5,000,000 or any greater integral multiple of $1,000,000) of any outstanding Base Rate Loan, CD Loan or Eurodollar Loan (other than a Bid Rate Loan) to a Base Rate Loan, CD Loan or Eurodollar Loan, as the case may be, by giving Administrative Agent an irrevocable notice of such election, in the form of Exhibit H hereto (the "Notice of Continuation/Conversion") not later than 12:00 noon, New York, New York time on the second (2nd) Business Day before the date of conversion, in the case of conversion into a Base Rate Loan or a CD Loan, or 12:00 noon, New York, New York time on the third (3rd) Eurocurrency Business Day before the date of the conversion, in the case of conversion into a Eurodollar Loan, specifying the date of conversion, the type of Loan into which each such Loan or specified portion thereof shall be converted and the duration of the Interest Period applicable thereto.  Any conversion pursuant to this clause (a) other than a conversion from a Base Rate Loan to a CD Loan or a Eurodollar Loan, shall be made on the last day of an Interest Period.

                        (b)        Continuation of Loans.  Any Borrower may elect to continue (on the last day of the applicable Interest Period) any CD Loan or Eurodollar Loan (other than a Bid Rate Loan) as the same type of Loan by giving Administrative Agent an irrevocable Notice of Continuation/Conversion not later than (i) 12:00 noon, New York, New York time, the second (2nd) Business Day before the last day of such Interest Period, if continuing a CD Loan, or (ii) 12:00 noon, New York, New York time, the third (3rd) Eurocurrency Business Day before the last day of such Interest Period, if continuing a Eurodollar Loan.  The Notice of Continuation/Conversion shall specify the portion of such Loan that shall be continued and the duration of the Interest Period applicable thereto.

                        (c)        Coordination with Interest Periods.  Notwithstanding anything in clause (a) and (b) of this Section 3.4 to the contrary, but without limiting Section 3.5, each Borrower shall use its reasonable efforts to exercise its options with regard to electing to convert into or continue a Loan so that, on any date on which the Committed Sum is reduced pursuant to Section 4.3, it will not be necessary to prepay any Loan that does not have an Interest Period ending on such date.

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                        (d)        Inapplicability of Conditions Precedent.  Loans continued or converted pursuant to this Section 3.4 shall not constitute new Loans for purposes of Section 5.2 hereof.

                        (e)        Failure to Provide Notice.  If no Notice of Continuation/Conversion is given with respect to any Loan prior to the time specified in this Section 3.4 or if a Notice of Continuation/Conversion is given, but it is incomplete, Administrative Agent shall use good faith efforts to contact the relevant Borrower to obtain a Notice of Continuation/Conversion or to complete the information required thereby, but if a complete Notice of Continuation/Conversion is not provided in a timely fashion, the relevant Borrower shall be deemed to have converted such Loan into a Base Rate Loan on the last day of the applicable Interest Period and Administrative Agent shall promptly notify the relevant Borrower of such conversion or continuation.

                        (f)         Continuation/Conversion in Default Situations.  Notwithstanding anything to the contrary contained in this Section 3.4, no CD Loan or Eurodollar Loan may be continued as such or converted into another type of Loan when any Default exists (other than a Default under Section 8.1(d), so long as EDS is diligently pursuing the cure thereof and the Commitment of the Lenders have not been terminated), but each such CD Loan or Eurodollar Loan shall be automatically converted to a Base Rate Loan on the last day of the applicable Interest Period.

                        (g)        Continuation/Conversion Not Applicable to Term Loans. Notwithstanding anything to the contrary contained in this Section 3.4, this Section 3.4 shall not be applicable to Term Loans.

            3.5.      Funding Losses .  If any Borrower makes any payment of principal with respect to any Loan or a Bid Rate Loan, other than a Base Rate Loan, on any day other than the last day of the Interest Period applicable thereto, or if any Borrower fails to borrow or prepay any Loan or any Bid Rate Loan after the applicable notice has been given to any Lender by Administrative Agent or if any Borrower converts a Loan from a CD Loan or a Eurodollar Loan at any time other than at the end of the relevant Interest Period, such Borrower shall reimburse each affected Lender, within ten (10) Business Days after demand, for any resulting loss or expense actually incurred by it, including (without limitation) any loss incurred in obtaining, liquidating, employing or redeploying deposits from third parties, for the period after any such payment, conversion, or failure to borrow, through the end of such Interest Period (the calculation of such loss or expense shall include a credit (not in excess of such loss or expense) for the interest that could be earned by such Lender as a result of redepositing such amount), together with interest thereon at the Compensation Rate from the date of demand until paid in full; provided that, Administrative Agent shall have delivered to such Borrower a certificate of each affected Lender as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error.

            3.6.      Default Rates .  At Majority Lenders' option and to the extent permitted by Law, all past‑due Obligation and accrued interest thereon and fees shall bear interest from maturity (stated or by acceleration) at a rate per annum from day to day equal to the lesser of (i) the Highest Lawful Rate or (ii) the interest rate then being charged on such Obligation or portion thereof hereunder plus one percent (1%) per annum.  Any sum referred to in Section 8.1(a)(ii) not paid when due in accordance with the terms of the Loan Documents shall bear interest at the Compensation Rate from the due date thereof until the earlier of (i) the date such sum is paid in full or (ii) the date any applicable grace period expires.

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            3.7.      Interest and Fee Calculations .  All payments of interest and fees shall be calculated on the basis of actual number of days (including the first day but excluding the last day) elapsed during the period for which such interest or fee is payable but computed as if each calendar year consisted of 360 days, provided, however, that the Base Rate shall be computed on the basis of a calendar year of 365 (or 366, as the case may be) days.

            3.8.      Voluntary Principal Prepayments .  Upon giving Administrative Agent, in the case of a prepayment of a Committed Loan, or the relevant Lender, in the case of a Bid Rate Loan, two (2) Business Days' notice, in the case of a prepayment of a CD Loan or Base Rate Loan, or two (2) Eurocurrency Business Days' notice, in the case of prepayment of a Eurodollar Loan, each Borrower shall be entitled to prepay any Committed Loan, Term Loan or Bid Rate Loan from time to time and at any time, in whole or in part, without premium or penalty (subject, however, to Borrowers' other obligations hereunder in respect to funding losses and other matters); provided that (a) each partial prepayment shall equal or exceed the principal amount of (i) $100,000, or any integral multiple thereof, for each Bid Rate Loan or Term Loan, (ii) $5,000,000, in the aggregate, for Committed Loans, or (iii) the unpaid principal balance of any Loan or Bid Rate Loan being prepaid in full (b) a Borrower shall only be entitled to make a prepayment if all accrued interest on the amount prepaid (including, without limitation, past due interest, if any) payable to such Lender hereunder shall be paid to the date of such prepayment and (c) except as otherwise set forth herein, prepayments of CD Loans shall only be made on a Business Day and prepayments of Eurodollar Loans shall only be made on a Eurocurrency Business Day.  Prior to the Commitment Termination Date, the Committed Loans prepaid may, subject to the conditions of this Agreement, be reborrowed hereunder, and this Agreement shall not be deemed to be terminated or canceled prior to the expiration or termination of Lenders' Commitments solely because the Obligation may from time to time be paid in full. 

            3.9.      Inadequacy of Eurodollar or CD Loan Pricing .  If with respect to any Interest Period for any Eurodollar Loan (i) Administrative Agent determines (which determination shall be binding and conclusive on all parties) that by reason of circumstances affecting the interbank Eurocurrency market generally, deposits in Dollars (in the applicable amounts) are not being offered to the relevant Lenders in the interbank Eurocurrency market for such Interest Period or (ii) Majority Lenders advise Administrative Agent that the Eurodollar Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding such Eurodollar Loan for such Interest Period, and Administrative Agent shall forthwith give notice thereof to EDS and all affected Borrowers and Lenders, whereupon until Administrative Agent notifies EDS and such affected Borrowers that the circumstances giving rise to such suspension no longer exist, (A) the obligation of Lenders to make Eurodollar Loans shall be suspended, and (B) all affected Borrowers shall either (1) repay in full the then outstanding principal amount of the affected Loans, together with accrued interest thereon, on the last day of the then‑current Interest Period applicable thereto or (2) convert such affected Loans (if such affected Loans are Eurodollar Loans) to CD Loans or Base Rate Loans in accordance with Section 3.4 of this Agreement at the end of the then‑current Interest Period applicable to such affected Loans or (3) exercise the option set forth in Section 3.16(b).  If with respect to any Interest Period for any CD Loan, Majority Lenders advise Administrative Agent that the CD Rate will not adequately and fairly reflect the cost to such Lenders of maintaining or funding CD Loans, then Administrative Agent shall forthwith give notice thereof to all affected Borrowers and Lenders, whereupon, until Administrative Agent shall notify Borrowers that the circumstances giving rise to such suspension no longer exist (A) the obligation of Lenders to make CD Loans shall be suspended and (B) all affected Borrowers shall either (1) repay in full the then outstanding principal amount of any CD Loans, together with accrued interest thereon on the last day of the then‑current Interest Period(s) applicable thereto or (2) convert all outstanding CD Loans to Eurodollar Loans or Base Rate Loans in accordance with Section 3.4 at the end of the then‑current Interest Period applicable to such CD Loans or (3) exercise the option set forth in Section 3.16(b).

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            3.10.    Illegality .  If, after the date of this Agreement, the adoption of any applicable Law or any change therein, or any change in the interpretation or administration thereof by any Tribunal charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive of any such authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender to make, maintain or fund its Eurodollar Loans, and such Lender shall so notify Administrative Agent, which shall notify EDS (and, if EDS shall so request, such Lender shall provide EDS with reasonable evidence of such illegality or impossibility), then, until such Lender notifies EDS, via Administrative Agent, that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Loans or to convert Base Rate Loans or CD Loans to Eurodollar Loans, shall be suspended.  Subject to the provisions of Section 3.16(a), if such Lender shall determine that it may not lawfully continue to maintain and fund any of its outstanding Eurodollar Loans to maturity and shall so specify in such notice, each affected Borrower shall immediately prepay in full the then outstanding principal amount of each such Loan or Bid Rate Loan together with accrued interest thereon without premium or penalty (subject, however, to Borrowers' other obligations hereunder in respect of funding losses and other matters); provided that, concurrently with prepaying each such Committed Loan the affected Borrower may borrow a Base Rate Loan or a CD Loan in an equal principal amount from such Lender.  Any Lender that has given a notice of unlawfulness pursuant to this Section 3.10 shall rescind such notice promptly upon the cessation of such unlawfulness by giving notice to the Administrative Agent, EDS and the affected Borrower(s).

            3.11.    Increased Cost and Reduced Return .

                        (a)        Increases in Reserve Requirements.  If, after the date hereof, the adoption of any applicable Law or any change therein, or any change in the interpretation or administration thereof by any Tribunal charged with the interpretation or administration thereof, or compliance by any Lender (or its lending office) with any request or directive of general applicability (whether or not having the force of Law) of any such Tribunal shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan or Bid Rate Loan any such requirement included in an applicable Domestic Reserve Percentage, and (B) with respect to any Eurodollar Loan or Bid Rate Loan any such requirement included in an applicable Eurocurrency Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by such Lender (or its Applicable Lending Office), or shall impose on such Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its CD Loans, Eurodollar Loans, Bid Rate Loans, its Notes evidencing such Loans or Bid Rate Loans, or its obligation to make such Loans; and the result of any of the foregoing is actually to increase the cost to (or to impose a cost on) such Lender (or its Applicable Lending Office) of making or maintaining any such Loan or Bid Rate Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto by an amount deemed by such Lender to be material, then, subject to the provisions of Section 3.16(a), if such Lender is generally imposing payments for increased costs on its similarly situated customers, within ten (10) Business Days after demand by such Lender, made via Administrative Agent, accompanied by the certificate required by Section 3.11(c), any affected Borrower or EDS shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction actually incurred by it in connection with this Agreement and EDS may reduce the Commitment of that Lender and prepay (or cause any other Borrower to prepay) Loans from that Lender without premium or penalty (subject, however, to Borrowers' other obligations hereunder in respect to funding losses and other matters).

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                        (b)        Capital Adequacy Rules.  If, after the date hereof, the adoption or phase‑in of any Law of general applicability regarding capital adequacy, or any change in existing or future Laws regarding capital adequacy, or any change in the interpretation or administration of any such Law by any Tribunal charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office or any corporation controlling such Lender) with any request or directive of general applicability regarding capital adequacy (whether or not having the force of Law) of any such Tribunal, shall, in the reasonable determination of any Lender, have the effect of reducing the rate of return on such Lender's capital or on the capital of the corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, or compliance (taking into consideration such Lender's policies with respect to capital adequacy), then from time to time if Lender is generally imposing payments for such reduction on its similarly situated customers, within ten (10) Business Days after demand by such Lender, made via Administrative Agent, all affected Borrowers or EDS shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction, net of the savings, if any, which may be reasonably projected to be associated with any such increased capital requirement.

                        (c)        Procedure for Claiming Compensation.  Any affected Lenders will promptly notify Borrowers, via Administrative Agent, of any event of which such Lender has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.11 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.  A certificate of such Lender, delivered via Administrative Agent, claiming compensation under this Section 3.11 and setting forth the additional amount or amounts to be paid to it, as well as the manner in which such amount or amounts were calculated, hereunder shall be conclusive in the absence of manifest error.  In determining such amount, the affected Lender may use any reasonable averaging and attribution methods.

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            3.12.    Several Obligations .  Except as otherwise expressly set forth herein and in the Guaranty, the obligations of Borrowers hereunder are several and not joint and each Borrower shall be liable only in respect of Loans and Bid Rate Loans made to such Borrower and the Obligation of such Borrower related thereto.

            3.13.    Taxes .

                        (a)        Payments to be Free and Clear.  All payments made by any Borrowers under this Agreement shall be made, in accordance with Sections 3.2 and 3.3, free and clear of and without any deduction or withholding for or on account of any Tax, by way of setoff or otherwise, except as otherwise provided by this Section 3.13 and by Section 11.16.

                        (b)        Grossing‑up of Payments.  If any Borrower shall be required by Law to deduct any Tax (other than an Excluded Tax) from or in respect of any sum payable hereunder to any Lender or the Administrative Agent:

                                    (i)         as soon as such Borrower is aware that any such deduction, withholding or payment of a Tax (other than an Excluded Tax) is required, or of any change in any such requirement, it shall notify Administrative Agent;

                                    (ii)        the sum payable by such Borrower shall be increased to the extent necessary so that, after the Borrower has made all required deductions (including deductions applicable to additional sums payable under this Section), such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that such Borrower shall not be required to increase any such sums payable to any Lender if such Lender fails to comply with the requirements of Section 3.13(e);

                                    (iii)       such Borrower shall make such deductions, or pay such Tax (other than an Excluded Tax), before any interest or penalty becomes payable or, if such Tax (other than an Excluded Tax) is paid by the Administrative Agent or any Lender, shall reimburse the Administrative Agent or such Lender (as the case may be) on demand for the amount paid by it;

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                                    (iv)       such Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable Law; and

                                    (v)        within thirty (30) days after paying any such Tax (other than an Excluded Tax), the relevant Borrower shall deliver to Administrative Agent, at its address referred to in Section 11.4 satisfactory evidence of that deduction, withholding or payment and (where remittance is required) of the remittance thereof to the relevant taxing or other authority.

                        (c)        Stamp and Other Taxes.  Each Borrower shall pay any present and future stamp or documentary taxes or any other excise or property Taxes which arise from any payment made by such Borrower or by the Administrative Agent hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement.

                        (d)        Indemnification.  Within thirty (30) days from the date of written demand therefor from any Lender or the Administrative Agent, each Borrower will indemnify and hold harmless each Lender and the Administrative Agent from and against the full amount of Taxes (other than Excluded Taxes), including, without limitation, Taxes imposed by any jurisdiction on amounts payable under this Section 3.13(d), paid by such Lender or the Administrative Agent (as the case may be) and any liability, including penalties, interest and expenses, arising therefrom or with respect thereto whether or not such Taxes were correctly or legally asserted by such jurisdiction, provided, however, that any Lender receiving indemnification from any Borrower under this Section 3.13(d) shall (i) at the request, direction and expense of such Borrower challenge and contest the imposition of such Taxes, if such Lender is the appropriate party in interest to initiate and pursue such a challenge, or (ii) cooperate fully with and assist such Borrower in any challenge or contest by such Borrower relating to such Taxes, if such Borrower is the appropriate party in interest to initiate and pursue such a challenge, which challenge shall be pursued at such Borrower's expense, except that in either case, Borrowers have no right hereunder to participate in the internal tax affairs of any Lender.

                        (e)        Tax Certificates.

                                    (i)         In the event a Borrower is incorporated under the laws of the United States or a state or jurisdiction thereof, then each Lender that is not incorporated under the laws of the United States or a state thereof shall so long as it is lawfully able to do so:

                                                (A)       deliver to the relevant Borrower and Administrative Agent (A) two (2) duly completed copies of United States Internal Revenue Service Form 1001 or 4224, or successor applicable form, as the case may be, and (B) one (1) duly completed copy of Internal Revenue Service Form W‑8 or W‑9, or successor applicable form, as the case may be;

                                                (B)       deliver to the relevant Borrower and Administrative Agent two (2) further copies of any such form or certification on or before the date that any such form or certification expires or becomes obsolete and after the occurrence of any event requiring a change in the most recent form previously delivered by it to the applicable Borrower; and

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                                                (C)       obtain such extensions of time for filing and completing such forms or certifications as may reasonably be requested by the relevant Borrower or Administrative Agent.

Such Lender shall certify (I) in the case of a Form 1001 or 4224, that it is entitled to receive payments under this Agreement without deduction or withholding of any United States federal or state income taxes and (II) in the case of a Form W‑8 or W‑9, that it is entitled to an exemption from United States backup withholding tax.  Each Person not incorporated under the laws of the United States or a state thereof that is an Assignee hereunder pursuant to Section 11.12 shall, upon the effectiveness of the related transfer, be required to provide all of the forms and statements required pursuant to this Section 3.13.

                                    (ii)        In the event a Borrower is not incorporated under the laws of the United States of America or a state thereof, then each Lender (and any Assignee hereunder pursuant to Section 11.12) shall deliver any statements, declarations, certifications, or other documentation that may be reasonably requested by such Borrower in accordance with Section 3.13(f).

                        (f)         Statements and other Documentation.  Each Lender shall honor all reasonable requests from any Borrower to file or to provide such Borrower with such statements, declarations, certifications or other documentation as shall enable such Borrower to claim on behalf of such Lender a reduced rate of Tax or exemption from any Taxes, provided that no Lender shall be required to file or provide any such statement, declaration, certification or other documentation unless (i) such Borrower shall have provided to such Lender, within a reasonable time prior to the date such Borrower wishes to receive or have such Lender file such statement or other documentation, a written request describing such statement or other documentation and, if available, a blank copy thereof with instructions for completion thereof and (ii) the information necessary for completion of such statement or other documentation is within the control of such Lender; provided, further, that any Borrower receiving any information or documentation pursuant to this Section 3.13 shall keep such information and documentation confidential and disclose the same only to appropriate Tribunals in furtherance of the purposes of this Section 3.13.

            3.14.    Application of Principal Payments .

                        (a)        Payment of Committed Loans.  Each repayment or prepayment of the principal of Committed Loans by any Borrower shall be applied (except as EDS may otherwise specify by notice to the Administrative Agent when no Default shall be continuing), to the extent of such payment, Pro Rata to the Committed Loans:

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                                    (i)         first, to the Committed Loans to such Borrower having an Interest Period ending on the date of such payment,

                                    (ii)        second, to any outstanding Base Rate Loans to such Borrower,

                                   (iii)       third, to any outstanding CD Loans to such Borrower, and

                                    (iv)       fourth, to any outstanding Eurodollar Loans to such Borrower.

Notwithstanding the foregoing or any other provision of this Agreement, no Eurodollar Loans shall be prepaid on any day other than the last day of the Interest Period therefor except pursuant to the provisions of Sections 3.5, 3.8, 3.9, 3.10, 3.11 or 3.13, or upon acceleration pursuant to this Agreement.

                        (b)        Payment of Term Loans.  Each repayment or prepayment of the principal of Term Loans by any Borrower shall be applied (except as EDS may otherwise specify by notice to the Administrative Agent when no Default shall be continuing), to the extent of such payment, pro rata to the Term Loans:

                                    (i)         first, to the Term Loans of such Borrower having an Interest Period ending on the date of such payment,

                                    (ii)        second, to any outstanding Base Rate Loans to such Borrower,

                                    (iii)       third, to any outstanding CD Loans to such Borrower, and

                                    (iv)       fourth, to any outstanding Eurodollar Loans to such Borrower.

Notwithstanding the foregoing or any other provision of this Agreement, no Eurodollar Loans shall be prepaid on any day other than the last day of the Interest Period therefor except pursuant to the provisions of Sections 3.5, 3.8, 3.9, 3.10, 3.11 or 3.13 or upon acceleration pursuant to this Agreement.

                        (c)        Payment of Bid Rate Loans.  Each repayment or prepayment of the principal of Bid Rate Loans by any Borrower shall be applied (except as EDS may otherwise specify by notice to the relevant Lender when no Default shall be continuing), to the extent of such payment, to the Bid Rate Loans made by the Lender receiving such payment having an Interest Period ending on the date of such payment.

Notwithstanding the foregoing or any other provision of this Agreement, no Bid Rate Loans which are Eurodollar Loans shall be prepaid on any day other than the last day of the Interest Period therefor except pursuant to the provisions of Sections 3.5, 3.8, 3.9, 3.10, 3.11 or 3.13, or upon acceleration pursuant to this Agreement.

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            3.15.    Payments, Computations, Judgments, etc.   All payments by any Borrower pursuant to this Agreement or any other Loan Document, whether in respect of principal or interest or otherwise, shall be made by such Borrower in Dollars.

            3.16.    Mitigation of Circumstances; Replacement of Affected Lenders, etc.

                        (a)        Mitigation of Circumstances.  Each Lender agrees to use reasonable efforts to mitigate or avoid (i) an obligation by any Borrower to withhold or deduct any Taxes pursuant to Section 3.13, or pay any costs pursuant to Section 3.11 or (ii) the occurrence of any circumstances of the nature described in Section 3.9 or Section 3.10 (including by changing the office through which it has booked or funded its Commitment or any Loan or Bid Rate Loan or by making any other mechanical change in funding Loans or Bid Rate Loans), in each case prior, if possible, to the occurrence of such circumstances or the incurrence of any obligation of any Borrower to compensate such Lender for amounts payable pursuant to any such Section; provided, however, that, in the reasonable judgment of such Lender, such efforts are consistent with legal and regulatory restrictions and are not materially disadvantageous to such Lender.

                        (b)        Replacement of Affected Lenders.  At any time any Lender is affected by any condition or circumstance set forth in Sections 3.9, 3.10, 3.11 or 3.13, and so long as no Default or Potential Default exists, (i) EDS may replace such affected Lender as a party to this Agreement with one or more other bank(s) or financial institution(s) approved by Administrative Agent, which approval shall not be unreasonably withheld (and, upon notice from EDS and Administrative Agent, such affected Lender shall assign, pursuant to Section 11.12, without recourse or warranty, its Commitment, its Loans and Bid Rate Loans, its Note(s) and all of its other rights and obligations hereunder to such replacement bank(s) or other financial institution(s) for a purchase price equal to the sum of the principal amount of the Loans and Bid Rate Loans so assigned, all accrued and unpaid interest thereon, its ratable share of all accrued and unpaid facility fees and its ratable share of any remaining unpaid Obligation owed to such affected Lender) and/or (ii) EDS may (and, if EDS replaces any affected Lender in part as provided in clause (i) above, concurrently with such replacement EDS shall) cause such affected Lender to cease to be a party hereto by terminating the Commitment of such Lender (whereupon the Aggregate Committed Sum shall be reduced by the amount of such affected Lender's Committed Sum less any portion thereof assigned pursuant to clause (i) above) by paying, and causing any other relevant Borrower to pay, the principal amount of such affected Lender's Loans and Bid Rate Loans, all accrued and unpaid interest thereon, all accrued and unpaid commitment fees owed to such affected Lender and any remaining unpaid Obligation owed to such affected Lender, in each case to the extent not assigned and purchased pursuant to clause (i) above, and such affected Lender shall thereupon cease to be a party hereto.  Notwithstanding anything to the contrary set forth in this Section 3.16, EDS may not require any assignment or effect the termination of any Lender's Commitment pursuant to this Section 3.16 if such assignment or termination would conflict with any applicable Law.

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            3.17.    Failure to Pay Additional Amounts .  Notwithstanding anything to the contrary set forth herein, the failure of any Borrower to pay any amount demanded by any Lender pursuant to Sections 3.5, 3.9, 3.10, 3.11, 3.13, or 11.17 shall not be deemed to constitute a Default hereunder to the extent that such Borrower is contesting in good faith its obligations to pay such amount by ongoing discussions diligently pursued with such Lender or by appropriate proceedings; provided, however, that under no circumstances shall any such failure to pay continue for more than forty (40) days from the date on which the related amount is demanded consistent with the terms of this Agreement, at which date such failure to pay shall become a Default.

ARTICLE IV

FEES; MODIFICATION OF COMMITMENTS

            4.1.      Facility Fee .  EDS will pay Administrative Agent, for the account of each Lender, in Dollars, a facility fee on the average daily Committed Sum of such Lender, or the unpaid principal balance of the Term Loan owing to such Lender, as the case may be, from the Availability Date through and including the Commitment Termination Date or Term Loan Maturity Date, as the case may be, at a rate of 0.05 percent per annum, computed on a daily basis for the actual number of days elapsed over a year of 360 days, including the first day but excluding the last day.  The facility fee will be payable quarterly in arrears on each Quarterly Date, Commitment Termination Date and Term Loan Maturity Date and the Administrative Agent shall notify EDS, not less than ten (10) days prior to each such date, of the amount of the facility fee then payable.

4.2.      Utilization Fee .  EDS will pay Administrative Agent, for the account of each Lender, in Dollars, a utilization fee for each day that follows a thirty (30)-day period in which the average daily aggregate principal amount of outstanding Committed Loans exceeds fifty percent (50%) of the Aggregate Committed Sum.  Such utilization fee shall be calculated as a 0.050 percent per annum increase in the interest rate of each Committed Loan outstanding on each day that the utilization fee is applicable, computed on a daily basis for the actual number of days applicable over a year of 360 days.  The utilization fee shall be payable on the same dates as accrued interest is payable under Section 3.3 and the Administrative Agent shall notify EDS, not less than ten (10) days prior to each such date, of the amount of the utilization fee then payable.  No utilization fee shall be payable with respect to any Term Loan.

            4.3.      Reduction or Cancellation of Commitments .  In addition to its rights under Section 2.4, upon three (3) Business Days' prior written and irrevocable notice to Administrative Agent, EDS may from time to time permanently reduce in whole or in part the Aggregate Committed Sum, provided that, any reduction in part must be in the amount of at least $5,000,000 or a greater integral multiple of $1,000,000 and, provided, further, that no such notice may be given or become effective at any time when a Notice of Advance or a Request for Bids is outstanding and, provided, further, that no such reduction shall cause the Aggregate Committed Sum to be less than the total principal amount of all Committed Loans plus all Bid Rate Loans then outstanding.  Any such reduction shall be effective as of the date set forth in the notice and shall reduce the Committed Sum of each Lender in proportion to each Lender's Percentage unless such reduction shall be made (i) because one or more Lenders has declined to extend the Commitment Termination Date pursuant to Section 2.4, in which case the Committed Sum of such Terminating Lender(s) may be eliminated by EDS on such Terminating Lender's Commitment Termination Date, or (ii) pursuant to Section 3.16.  EDS may, in its sole discretion, replace any Lender at any time upon three (3) Business Days' prior notice to Administrative Agent and such Lender, which notice shall be irrevocable, provided, however, that no such notice may be given or become effective at any time when a Notice of Advance or a Request for Bids is outstanding, and, provided, further, that such Lender's Commitment is assigned to another bank effective as of the date of such replacement pursuant to Section 11.12 and any amounts due to such Lender as a result of such termination have been paid in full.  Any reduction in the Aggregate Committed Sum and any replacement of any Lender shall have no effect upon any Loans then outstanding hereunder, except as otherwise provided in Section 2.4.

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ARTICLE V

CONDITIONS PRECEDENT

            5.1.      Initial Availability .  Lenders will not be obligated to make any Loan hereunder unless, on or before the date of such Loan, Administrative Agent has received, in addition to this Agreement, executed by EDS, all of the items described below in form and substance reasonably satisfactory to Administrative Agent:

                        (a)        Note(s).  The applicable Note(s) executed by EDS.

                        (b)        Guaranty.  The Guaranty executed by EDS.

                        (c)        Certificate 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.  A recent certificate of existence and good standing for EDS from appropriate officials of the State of Delaware.

                        (e)        Officers' Certificate.  An Officers' Certificate 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 substantially in the form of Exhibit N.  The Administrative Agent may conclusively rely on such certificate until it shall receive a further certificate canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.

                        (f)         Opinion of EDS's Counsel.  An opinion of ▇▇▇▇▇▇ & ▇▇▇▇, L.L.P., or Counsel - Corporate Acquisitions and Finance, EDS, substantially in the form attached hereto as Exhibit L, and an opinion of special New York counsel to EDS regarding the enforceability under New York law of the Loan Documents executed on or before the Availability Date by EDS.

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                        (g)        Opinion of Administrative Agent's Counsel.  An opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, counsel to Administrative Agent, in form and substance satisfactory to Administrative Agent.

                        (h)        Cancellation of Commitments under Existing Credit Agreement.  Written notice from EDS permanently reducing to zero and canceling all commitments for any loans under that certain Revolving Credit and Term Loan Agreement, dated as of October 4, 1995, as amended by the First Amendment to Revolving Credit and Term Loan Agreement, dated as of September 25, 1996, as amended and restated by the Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September 23, 1997, and as amended by the First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September 22, 1998 (as so amended and amended and restated, the "Existing Credit Agreement"), among EDS, the lenders named therein, and Citibank, N.A., as administrative agent, and payment in full of all obligations owing under the Existing Credit Agreement.

            5.2.      Each Advance .  In addition, Lenders will not be obligated to make any Loan or Bid Rate Loan unless (a) each statement or certification made by the relevant Borrower in its Notice of Advance shall be true and correct in all material respects on the Borrowing Date; (b) at the time of each Loan or Bid Rate Loanno Default or Potential Default shall exist; (c) the Administrative Agent shall have received a Notice of Advance or a Request for Bids and a Notice of Acceptance related thereto, as applicable, and each statement or certification made therein shall be true and correct in all material respects on the Borrowing Date; (d) the Administrative Agent shall have received a Note duly executed by the relevant Borrower (other than EDS) complying with the terms and provisions hereof; and (e) no event or circumstance, analogous or similar to any of the events or circumstances described in Sections 8.1(e) and/or (f) shall have occurred and be continuing with respect to the relevant Borrower.

            5.3.      Waiver of Conditions to Bid Rate Loans .  Any Lender may, at its election, waive any condition to the making of its Bid Rate Loan (except the existence of a Default), but no such waiver shall be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent Bid Rate Loan or any Loan.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

             6.1.      EDS Representations and Warranties .  To induce Lenders to enter into this Agreement and make Loans and Bid Rate Loans hereunder, EDS represents and warrants to Lenders as follows:

                        (a)        Corporate Existence and Authority.  Each Borrower (i) is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization, (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 (x) to own its assets and to carry on the business in which it is engaged, (y) to execute, deliver and perform its obligations under each Loan Document to which it is a party, and (z) to issue the Notes to which it is a party in the manner and for the purpose contemplated by this Agreement.

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                        (b)        Binding Obligations.  The execution and delivery of the Loan Documents have been duly authorized and approved by all necessary corporate or partnership action and the Loan Documents constitute the legal, valid, and binding obligations of each Borrower having executed the Loan Documents enforceable against it in accordance with their respective terms except as the enforceability thereof may be limited by applicable Debtor Relief Laws.

                        (c)        Compliance with Laws and Documents.  Each Borrower is not, nor will the execution, delivery, and the performance of and compliance with the terms of the Loan Documents cause any Borrower to be, in violation of (i) any Laws, other than such violations which could not, individually or collectively, cause a Material Adverse Effect, or (ii) its organizational documents, including, where relevant, its bylaws or articles or certificate of incorporation (as amended), other than such violations which could not, individually or collectively, cause a Material Adverse Effect.  The execution, delivery, and the performance of and compliance with the terms of the Loan Documents are not inconsistent with, and will not conflict with or result in any breach of, or constitute a default (excluding breaches and defaults which individually or collectively could not have a Material Adverse Effect) under, or result in the creation or imposition of any lien upon any of the material property or assets of any Borrower pursuant to the terms of its organizational documents, any material indenture, mortgage, lease, deed of trust, agreement, contract, or instrument to which any Borrower is a party or by which any Borrower or any of its property or assets is bound or to which it is subject.  No Default or Potential Default has occurred and is continuing.

                        (d)        Financial Statements.  EDS has delivered to Administrative Agent a copy of the Financial Statements as of the period ended December 31, 1998.  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 hereof, there has been no material adverse change in the financial condition of EDS and its consolidated Subsidiaries.

                        (e)        Litigation.  Except for the Litigation described on Schedule 6.1, 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 $50,000,000, in the aggregate.

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                        (f)         Taxes.  All tax returns and reports of EDS required by Law to be filed have been filed, and all Taxes imposed upon EDS which are due and payable have been paid, other than Taxes being contested in good faith and for which reserves have been established to the extent required by GAAP.

                        (g)        Guaranty Authorization.  All requisite corporate action has been taken by EDS to authorize the Guaranty.

                        (h)        No Approvals, etc.  No authorization, consent, approval, license or formal exemption from, nor any filing, declaration or registration with, any Tribunal, including the Securities and Exchange Commission or any securities exchange, is required in connection with the execution, delivery or performance by EDS of any Loan Document.

                        (i)         Investment Company.  Neither EDS nor any other Borrower is an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940.

                        (j)         ERISA Compliance.  EDS is in compliance with all material provisions of ERISA except to the extent that all failures to be in compliance could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

                        (k)        Year 2000 Matters.      EDS has:  (i) initiated a review and assessment of its mission-critical and selected non-mission-critical internal computer systems utilized in the business and operations of EDS and its Subsidiaries that could be adversely affected by the risk that such systems may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date after December 31, 1999 (the "Year 2000 Issue"); (ii) developed a plan and timetable for addressing the Year 2000 Issue on a timely basis as described in EDS's Form 10-Q for the period ending June 30, 1999; and (iii) to date, implemented that plan in accordance with such timetable.  Based on the foregoing, EDS believes that its mission-critical and selected non-mission-critical internal computer systems that are material to its or any of its Subsidiaries' business and operations are reasonably expected on a timely basis to be able to perform date-sensitive functions for all dates before, on and after January 1, 2000, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.  The estimated cost to EDS and its Subsidiaries related to remediation of its mission-critical and selected non-mission-critical internal systems in connection with the Year 2000 Issues will not result in a Material Adverse Effect.