EXHIBIT 1
UNDERWRITING AGREEMENT
October 6, 1999
ELECTRONIC DATA SYSTEMS CORPORATION
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs and Mesdames:
We (the "Manager") are acting on behalf of the underwriter or underwriters
(including ourselves) named below (such underwriter or underwriters being herein
called the "Underwriters"), and we understand that Electronic Data Systems
Corporation, a Delaware corporation (the "Company"), proposes to issue and sell
U.S.$500.0 million of its 6.850% Notes due 2004 (the "2004 Notes"), U.S.$700.0
million of its 7.125% Notes due 2009 (the "2009 Notes") and U.S.$300.0 million
of its 7.450% Notes due 2029 (the "2029 Notes" and, together with the 2004 Notes
and the 2009 Notes, the "Offered Securities"). The Offered Securities will be
issued pursuant to the provisions of an Indenture (as supplemented and otherwise
amended, the "Indenture") dated as of August 12, 1996, between the Company and
Chase Bank of Texas, National Association, as trustee (formerly Texas Commerce
Bank, National Association) (the "Trustee"), as supplemented with respect to the
Offered Securities by the First Supplemental Indenture to be dated as of October
12, 1999, between the Company and the Trustee.
All provisions contained in the document entitled "Electronic Data Systems
Corporation Underwriting Agreement Standard Provisions (Debt Securities)" dated
October 6, 1999, a copy of which is attached hereto (the "Standard Provisions"),
are herein incorporated by reference in their entirety and shall be deemed to be
a part of this Agreement to the same extent as if such provisions had been set
forth in full herein, except that (i) if any term defined in the Standard
Provisions is otherwise defined herein, the definition set forth herein shall
control, (ii) all references in the Standard Provisions to a type of security
that is not an Offered Security (including Contract Securities and Offered
Securities in bearer form) shall not be deemed to be a part of this Agreement,
(iii) all references in the Standard Provisions to a type of agreement that has
not been entered into in connection with the transactions contemplated hereby
(including Delayed Delivery Contracts) shall not be deemed to be a part of this
Agreement, and (iv) to the extent that any term or provision contained herein
expressly modifies or supersedes any term or provision set forth in the Standard
Provisions, such term or provision of the Standard Provisions shall be deemed to
be incorporated herein as so modified or superseded.
1. Purchase and Sale. Subject to, and in reliance upon, the terms and
-----------------
conditions set forth or incorporated by reference herein, the Company hereby
agrees to sell to the several Underwriters, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, (a) at a purchase price
of 99.299% of the principal amount thereof, the principal amount of the 2004
Notes set forth opposite such Underwriter's name below, (b) at a purchase price
of 99.250% of the principal amount thereof, the principal amount of the 2009
Notes set forth opposite such Underwriter's name below, and (c) at a purchase
price of 98.625% of the principal amount thereof, the principal amount of the
2029 Notes set forth opposite such Underwriter's name below:
Principal Principal Principal
Amount Amount Amount
Underwriter of 2004 Notes of 2029 Notes of 2009 Notes
----------- ------------- ------------- -------------
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ $212,500,000 $297,500,000 $127,500,000
Incorporated............................
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc..................... 212,500,000 297,500,000 127,500,000
Banc of America Securities LLC............... 12,500,000 17,500,000 7,500,000
Chase Securities Inc......................... 12,500,000 17,500,000 7,500,000
Credit Suisse First Boston Corporation....... 12,500,000 17,500,000 7,500,000
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.......................... 12,500,000 17,500,000 7,500,000
▇.▇. ▇▇▇▇▇▇ Securities Inc................... 12,500,000 17,500,000 7,500,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated............ 12,500,000 17,500,000 7,500,000
------------ ------------ ------------
Total................................... $ 500,00,000 $700,000,000 $300,000,000
============ ============ ============
2 Payment and Delivery. Payment and delivery of the Offered Securities
--------------------
shall be made at 10:00 a.m., (New York City time) on October 12, 1999 (or such
later date not later than three (3) business days after such date as the Manager
shall designate), which date and time may be postponed by agreement between the
Manager and the Company or as provided in Section 10 of the Standard Provisions
(such date and time of delivery and payment for the Offered Securities being
herein called the "Closing Date"). Delivery of the Offered Securities shall be
made to the Manager for the respective accounts of the several Underwriters
against payment by the several Underwriters through the Manager of the purchase
price thereof to or upon the order of the Company by wire transfer and payable
in Federal (same day) funds to an account specified by the Company. Delivery of
the Offered Securities shall be made through the facilities of The Depository
Trust Company, Euro-clear or Cedelbank unless the Manager shall otherwise
instruct.
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3 Terms. The Offered Securities shall have the terms set forth in the
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Prospectus dated August 14, 1996, and the Prospectus Supplement dated October 6,
1999 (the "Prospectus Supplement"), including without limitation the following:
(a) Terms of 2004 Notes
Maturity Date: October 15, 2004
Interest Rate: 6.850% per annum
Redemption Provisions: The Company will have the right to redeem
the 2004 Notes, in whole or in part at any time, on at least 30 days
but no more than 60 days prior written notice mailed to the registered
holders of the 2004 Notes to be redeemed. The redemption price will
be equal to the greater of (1) 100% of the principal amount of the
2004 Notes to be redeemed and (2) the sum as determined by the
Quotation Agent (as defined in the Prospectus Supplement), of the
present values of the principal amount of the 2004 Notes to be
redeemed and the remaining scheduled payments of interest thereon for
the Remaining Life (as defined in the Prospectus Supplement)
discounted from the scheduled payment dates to the redemption date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-
day months) at the Treasury Rate (as defined in the Prospectus
Supplement) plus 10 basis points, plus accrued and unpaid interest on
the principal amount being redeemed to the redemption date.
Interest Payment Dates: April 15 and
October 15 commencing
April 15, 2000
Form and Denomination: One or more full registered global notes
to be deposited with The Depository Trust Company, as the securities
depositary, and registered in the name of Cede & Co., its nominee.
Interest in the global notes will be delivered to investors in
registered book-entry form through The Depository Trust Company, Euro-
clear or Cedelbank. The 2004 Notes may be issued in definitive form
in the limited circumstances described in the Prospectus Supplement.
(b) Terms of 2009 Notes
Maturity Date: October 15, 2009
Interest Rate: 7.125% per annum
Redemption Provisions: The Company will have the right to redeem
the 2009 Notes, in whole or in part at any time, on at least 30 days
but no more than 60 days prior written notice mailed to the registered
holders of the 2009 Notes to be redeemed. The redemption price will
be equal to the greater of (1) 100% of the
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principal amount of the 2009 Notes to be redeemed and (2) the sum as
determined by the Quotation Agent (as defined in the Prospectus
Supplement), of the present values of the principal amount of the 2009
Notes to be redeemed and the remaining scheduled payments of interest
thereon for the Remaining Life (as defined in the Prospectus
Supplement) discounted from the scheduled payment dates to the
redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined
in the Prospectus Supplement) plus 15 basis points, plus accrued and
unpaid interest on the principal amount being redeemed to the
redemption date.
Interest Payment Dates: April 15 and
October 15 commencing
April 15, 2000
Form and Denomination: One or more full registered global notes
to be deposited with The Depository Trust Company, as the securities
depositary, and registered in the name of Cede & Co., its nominee.
Interest in the global notes will be delivered to investors in
registered book-entry form through The Depository Trust Company, Euro-
clear or Cedelbank. The 2009 Notes may be issued in definitive form
in the limited circumstances described in the Prospectus Supplement.
(c) Terms of 2029 Notes
Maturity Date: October 15, 2029
Interest Rate: 7.450% per annum
Redemption Provisions: The Company will have the right to redeem
the 2029 Notes, in whole or in part at any time, on at least 30 days
but no more than 60 days prior written notice mailed to the registered
holders of the 2029 Notes to be redeemed. The redemption price will
be equal to the greater of (1) 100% of the principal amount of the
2029 Notes to be redeemed and (2) the sum as determined by the
Quotation Agent (as defined in the Prospectus Supplement), of the
present values of the principal amount of the 2029 Notes to be
redeemed and the remaining scheduled payments of interest thereon for
the Remaining Life (as defined in the Prospectus Supplement)
discounted from the scheduled payment dates to the redemption date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-
day months) at the Treasury Rate (as defined in the Prospectus
Supplement) plus 20 basis points, plus accrued and unpaid interest on
the principal amount being redeemed to the redemption date.
Interest Payment Dates: April 15 and
October 15 commencing
April 15, 2000
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Form and Denomination: One or more full registered global notes
to be deposited with The Depository Trust Company, as the securities
depositary, and registered in the name of Cede & Co., its nominee.
Interest in the global notes will be delivered to investors in
registered book-entry form through The Depository Trust Company, Euro-
clear or Cedelbank. The 2029 Notes may be issued in definitive form
in the limited circumstances described in the Prospectus Supplement.
4 Representations and Warranties. In addition to the representations,
------------------------------
warranties and agreements made by the Company pursuant to Section 1 of the
Standard Provisions, the Company represents and warrants to and agrees with each
of the Underwriters that:
(d) The Company and each "significant subsidiary" of the Company (as
such term is defined in Rule 1-02 of Regulation S-X promulgated under the
Securities Act) have been duly incorporated, are validly existing as
corporations in good standing under the laws of the jurisdictions of their
incorporation, have the corporate power and authority to own their
respective properties and to conduct their respective businesses as
currently conducted and are duly qualified to transact business and are in
good standing in each jurisdiction in which the conduct of their respective
businesses or their ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or
be in good standing would not have a material adverse effect on the Company
and its subsidiaries, taken as a whole.
(e) Neither the Company nor any of its subsidiaries is in violation
of its charter or by-laws or in default in the performance or observance of
any agreement or other instrument binding upon the Company or any of its
subsidiaries, except for such defaults as would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole. The execution
and delivery by the Company of, and the performance by the Company of its
obligations under, this Agreement, the Indenture and the Offered Securities
will not contravene any provision of applicable law or the certificate of
incorporation or by-laws of the Company or any agreement or other
instrument binding upon the Company or any of its subsidiaries that is
material to the Company and its subsidiaries, taken as whole, or any
judgment, order or decree, of any governmental body, agency or court having
jurisdiction over the Company or any subsidiary, and no consent, approval,
authorization or order of, or qualification with, any governmental body or
agency is required for the performance by the Company of its obligations
under this Agreement, the Indenture or the Offered Securities, except such
as may be required by the securities or Blue Sky Laws of the various states
and foreign jurisdictions in connection with the offer and sale of the
Offered Securities.
(f) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its subsidiaries is
subject that are required to be described in the Registration Statement or
the Prospectus and are not so described (or a description of which is not
incorporated therein by reference) or of any contract or other document
that is required to be described in the Registration Statement or the
Prospectus or to be filed or incorporated
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by reference as exhibits to the Registration Statement that are not
described, filed or incorporated as required.
5 Conditions to the Underwriters' Obligations. In addition to the
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conditions set forth in Section 5 of the Standard Provisions, the several
obligations of the Underwriters under this Agreement are subject to the
following conditions:
(g) The Offered Securities shall have been approved for listing on
the Luxembourg Stock Exchange, subject only to official notice of issuance.
(h) Notwithstanding the terms and provisions set forth in Section
5(c) of the Standard Provisions, Section 5(c) of the Standard Provisions is
hereby modified to the extent necessary to provide that the Underwriters
shall have received on the Closing Date (i) an opinion of D. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, General Counsel of the Company, dated the Closing Date, in
form and substance reasonably satisfactory to the Underwriters, covering
the matters referred to in subparagraphs (i), (ii), (iii), (v), (vi),
(vii), (viii) and (x) of Section 5(c) of the Standard Provisions; and (ii)
an opinion of ▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., dated the Closing Date, in form and
substance reasonably satisfactory to the Underwriters, covering the matters
referred to in subparagraph (ix) of Section 5(c) of the Standard
Provisions. The opinion of D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall state that, with
respect to those matters referred to in subparagraphs (iii) and (v) of
Section 5(c) of the Standard Provisions and which are governed by the laws
of the State of New York, such opinion is made in reliance upon an opinion
with respect to such matters rendered to the Company by ▇▇▇▇▇ & ▇▇▇▇▇,
L.L.P.; provided that such opinion of ▇▇▇▇▇ & ▇▇▇▇▇, L.L.P. is in form and
substance reasonably satisfactory to the Underwriters and a copy of such
opinion is attached to the opinion of D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and delivered
to the Underwriters at the Closing.
(i) In addition to the letter described to in Section 5(e) of the
Standard Provisions, the Underwriters shall have received on the date of
this Agreement a letter, dated the date of this Agreement, in form and
substance satisfactory to the Underwriters, from the Company's independent
public accountants, containing statements and information of the type
ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information
contained in or incorporated by reference in the Prospectus.
6 Covenants of the Company. In addition to the covenants of the Company
------------------------
set forth in Section 6 of the Standard Provisions, and in further consideration
of the agreements of the Underwriters contained in this Agreement, the Company
covenants with each Underwriter as follows:
(j) To use its best commercial efforts to receive approval for
listing of the Offered Securities on the Luxembourg Stock Exchange, and to
pay all fees, expenses and disbursements incident to the listing of the
Offered Securities on the Luxembourg Stock Exchange.
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7 Covenants of the Underwriters. The following shall supersede Section 7
-----------------------------
of the Standard Provision in its entirety:
"Covenants of the Underwriters. Each of the Underwriters, severally and
-----------------------------
not jointly, represents and agrees with the Company that:
(k) It will comply with all applicable laws and regulations in force
in any jurisdiction outside of the United States in which it purchases,
offers, sells or delivers the Notes or possesses or distributes the
Prospectus Supplement and the accompanying Prospectus and will obtain any
consent, approval or permission required by it for the purchase, offer or
sale by it of the Notes under the laws and regulations in force in any
jurisdiction outside of the United States to which it is subject or in
which it makes such purchases, offers or sales;
(l) It has not offered or sold, and will not offer or sell, any Notes
to persons in the United Kingdom prior to the expiry of the period of six
months from the issue date of the Notes, except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted, and will not result in,
an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995;
(m) It has only issued or passed on, and will only issue or pass on,
in the United Kingdom any document received by it in connection with the
issue of the Notes to a person who is of a kind described in Article 11(3)
of the Financial Services ▇▇▇ ▇▇▇▇ (Investment Advertisements) (Exemptions)
Order 1996, as amended, or is a person to whom such document may otherwise
lawfully be issued or passed on; and
(n) It has complied with and will comply with all applicable
provisions of the Financial Services ▇▇▇ ▇▇▇▇ with respect to anything done
by it in relation to any Notes in, from or otherwise involving the United
Kingdom."
8 Termination. The following paragraph shall supersede Section 9 of the
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Standard Provisions in its entirety:
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Termination. This Agreement shall be subject to termination by notice
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given by the Manager to the Company, if (a) after the execution and
delivery of the Underwriting Agreement and on or prior to the Closing
Date (i) trading generally shall have been suspended or materially
limited on or by the New York Stock Exchange or the Luxembourg Stock
Exchange, (ii) trading of any securities of the Company shall have
been suspended on any exchange or in any over-the-counter market,
(iii) a general moratorium on commercial banking activities in New
York shall have been declared by either Federal or New York State
authorities, (iv) there shall have occurred any outbreak or escalation
of hostilities or any calamity or crisis or any change in national or
international financial, political, or economic conditions or currency
exchange rates or exchange controls and (b) in the case of any of the
events specified in clauses (a)(i) through (iv), such events would, in
the judgment of the Manager, be likely to prejudice materially the
success of the offering and distribution of the Offered Securities or
dealings in the Offered Securities in the secondary market.
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[SIGNATURE PAGE TO UNDERWRITING AGREEMENT]
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Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below.
Very truly yours,
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ &
▇▇▇▇▇ INCORPORATED
▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY INC.
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
Acting severally on behalf of themselves
and the several Underwriters named herein
By: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ &
▇▇▇▇▇ INCORPORATED
By: /S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VICE PRESIDENT
Accepted:
ELECTRONIC DATA SYSTEMS CORPORATION
By: /S/ D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Name: D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
S-1