<PAGE>
===================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 12, 1999
Electronic Data Systems Corporation
(Exact name of registrant as specified in its charter)
Delaware 01-11779 75-2548221
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5400 Legacy Drive
Plano, Texas 75024-3105
(Address of Principal Executive Offices,
Including Zip Code)
Registrant's telephone number, including area code: (972) 604-6000
===================================================================
<PAGE>
Item 5. Other Events.
Electronic Data Systems Corporation (the "Company") has registered Debt
Securities (the "Debt Securities") pursuant to Registration Statement No. 333-
10145, as amended (the "Registration Statement"). The Debt Securities were
registered on Form S-3 to be offered on a delayed or continuous basis pursuant
to Rule 4l5 under the Securities Act of 1933. On October 6, 1999, the Company
entered into an Underwriting Agreement (the "Underwriting Agreement") with the
several underwriters named therein, relating to the offering by the Company of
three series of Debt Securities under the Registration Statement: (i)
$500,000,000 aggregate principal amount of 6.850% Notes due 2004, (ii)
$700,000,000 aggregate principal amount of 7.125% Notes due 2009 and (iii)
$300,000,000 aggregate principal amount of 7.450% Notes due 2029 (collectively,
the "Offered Securities"). The Underwriting Agreement incorporates by reference
the terms of a Form of Underwriting Agreement Standard Provisions (Debt
Securities) dated October 6, 1999, a form of which was filed as Exhibit 1 to the
Registration Statement (the "Standard Provisions"). The Offered Securities will
be issued under an Indenture, dated as of August 12,1996, between the Company
and Chase Bank of Texas, National Association (formerly Texas Commerce Bank
National Association), as trustee (the "Trustee"), a form of which was filed as
Exhibit 4 to the Registration Statement. Each of the (i) Underwriting Agreement,
(ii) the terms of the Offered Securities, including the forms of Offered
Securities, (iii) an opinion of D. Gilbert Friedlander, general counsel to the
Company, as to the legality of the Offered Securities and (iv) an opinion of
Baker & Botts L.L.P., counsel to the Company, as to certain tax matters relating
to the Offered Securities is being filed as an exhibit to this report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description of Document
------ -----------------------
1 Underwriting Agreement dated as of October 6, 1999
between the Company and the several underwriters named
therein, excluding the Standard Provisions, the form of
which is filed as Exhibit 1 to the Registration
Statement.
4.1 Form of 6.850% Note due 2004 issued by the Company
under the Indenture.
4.2 Form of 7.125% Note due 2009 issued by the Company
under the Indenture.
4.3 Form of 7.450% Note due 2029 issued by the Company
under the Indenture.
4.4 Supplemental Indenture dated as of October 12, 1999
between the Company and Chase Bank of Texas, National
Association as trustee.
5 Opinion of D. Gilbert Friedlander, counsel to the
Company, as to the legality of the Offered Securities.
2
<PAGE>
8 Opinion of Baker & Botts L.L.P., counsel to the
Company, as to certain tax matters relating to the
Offered Securities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ELECTRONIC DATA SYSTEMS CORPORATION
By: /S/ D. GILBERT FRIEDLANDER
--------------------------
Name: D. Gilbert Friedlander
Title: Senior Vice President, General
Counsel and Secretary
October 12, 1999
3
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Description Page No.
------ ----------- --------
<S> <C> <C>
1 Underwriting Agreement dated as of October 6, 1999 5
between the Company and the several underwriters named
therein.
4.1 Form of 6.850% Note due 2004 issued by the Company under 14
the Indenture.
4.2 Form of 7.125% Note due 2009 issued by the Company under 21
the Indenture.
4.3 Form of 7.450% Note due 2029 issued by the Company under 28
the Indenture.
4.4 Supplemental Indenture dated as of October 12, 1999 35
between the Company and Chase Bank of Texas, National
Association as trustee.
5 Opinion of D. Gilbert Friedlander, counsel to the 46
Company, as to the legality of the Offered Securities.
8 Opinion of Baker & Botts L.L.P., counsel to the Company, 53
as to certain tax matters relating to the Offered
Securities.
</TABLE>
4
<PAGE>
EXHIBIT 1
UNDERWRITING AGREEMENT
October 6, 1999
ELECTRONIC DATA SYSTEMS CORPORATION
5400 Legacy Drive
Plano, Texas 75024
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.
<PAGE>
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:
<TABLE>
<CAPTION>
Principal Principal Principal
Amount Amount Amount
Underwriter of 2004 Notes of 2029 Notes of 2009 Notes
----------- ------------- ------------- -------------
<S> <C> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith $212,500,000 $297,500,000 $127,500,000
Incorporated............................
Salomon Smith 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
Goldman, Sachs & Co.......................... 12,500,000 17,500,000 7,500,000
J.P. Morgan Securities Inc................... 12,500,000 17,500,000 7,500,000
Morgan Stanley & Co. Incorporated............ 12,500,000 17,500,000 7,500,000
------------ ------------ ------------
Total................................... $ 500,00,000 $700,000,000 $300,000,000
============ ============ ============
</TABLE>
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.
2
<PAGE>
3 Terms. The Offered Securities shall have the terms set forth in the
-----
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
3
<PAGE>
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
4
<PAGE>
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
5
<PAGE>
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
-------------------------------------------
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. Gilbert
Friedlander, 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 Baker & Botts, 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. Gilbert Friedlander 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 Baker & Botts,
L.L.P.; provided that such opinion of Baker & Botts, 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. Gilbert Friedlander 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.
6
<PAGE>
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 Act 1986 (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 Act 1986 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
-----------
Standard Provisions in its entirety:
7
<PAGE>
Termination. This Agreement shall be subject to termination by notice
-----------
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.
[The remainder of this page is intentionally blank]
8
<PAGE>
[SIGNATURE PAGE TO UNDERWRITING AGREEMENT]
------------------------------------------
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
Acting severally on behalf of themselves
and the several Underwriters named herein
By: MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By: /S/ GEOFFREY T. BLYTHE
Name: GEOFFREY T. BLYTHE
Title: VICE PRESIDENT
Accepted:
ELECTRONIC DATA SYSTEMS CORPORATION
By: /S/ D. GILBERT FRIEDLANDER
Name: D. GILBERT FRIEDLANDER
Title: SENIOR VICE PRESIDENT
S-1
<PAGE>
EXHIBIT 4.1
FORM OF
6.850% Notes due 2004
of
Electronic Data Systems Corporation
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
DEBT SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY ONLY BE TRANSFERRED
IN WHOLE, BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO
DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
<PAGE>
CUSIP NO. 285659AD0
No. T-__ $__________
6.850% Notes due 2004
Electronic Data Systems Corporation, a Delaware corporation, promises
to pay to Cede & Co., or registered assigns, the principal sum of $__________
Dollars on October 15, 2004.
Interest Payment Dates: April 15 and October 15
Record Dates: April 1 and October 1
Additional provisions of this Security are set forth on the other side
of this Security.
Dated: October 12, 1999 ELECTRONIC DATA SYSTEMS CORPORATION
By:________________________
Name:___________________
Title:__________________
By:________________________
Name:___________________
Title:__________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
The undersigned hereby certifies that this is one of the Debt
Securities of the series designated 6.850% Notes due 2004 referred to in the
Indenture described herein.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
By:________________________
Authorized Signatory
<PAGE>
6.850% Notes due 2004
1. Interest
--------
Electronic Data Systems Corporation, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
shall pay interest semiannually on April 15 and October 15 of each year
commencing on April 15, 2000. Interest on the Securities shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from October 12, 1999. Interest shall be computed on the basis of a 360-
day year of twelve 30-day months and, in the case of an incomplete month, the
actual number of days elapsed.
2. Method of Payment
-----------------
The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on April 1 or October 1 next preceding the interest payment date,
even if Securities are canceled upon any transfer or exchange subsequent to the
record date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company shall pay principal and interest in immediately
available (same day) funds in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts.
However, the Company may pay principal and interest by check or wire transfer
payable in immediately available (same day) funds in such money.
3. Paying Agent and Registrar
--------------------------
Initially, Chase Bank of Texas, National Association, a national banking
association ("Trustee"), shall act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar at any time.
The Company may act as paying agent, Registrar or co-registrar.
4. Indenture
---------
The Company issued the Securities under an indenture dated as of August 12,
1996, between the Company and the Trustee, as supplemented by the first
supplemental indenture dated as of October 12, 1999 (the "First Supplemental
Indenture," and, collectively with the aforementioned indenture, the
"Indenture"), between the Company and the Trustee. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb) as
------
in effect on the date of the Indenture (the "Act"). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and Holders are
referred to the Indenture and the Act for a statement of those terms.
This Security is one of a duly authorized issue of general unsecured
obligations of the Company issued or to be issued under the Indenture. Debt
Securities issued under the Indenture may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest at different rates, may have
different conversion prices (if any), may be subject to different redemption
provisions, may be subject to different sinking, purchase or analogous funds,
may be subject to different covenants, Events of Default and
<PAGE>
subordination provisions and may otherwise vary as the Indenture provides. This
Security is one of a series designated as 6.850% Notes due 2004 (the
"Securities") issued under the Indenture, limited to $500,000,000 aggregate
principal amount. The Indenture imposes certain limitations (with significant
exceptions) on the Company and its Subsidiaries, including the Incurrence of
Liens and entering into Sale and Leaseback Transactions.
5. Optional Redemption
-------------------
The Securities will be redeemable at any time, at the option of the
Company, in whole or from time to time in part, upon not less than 30 days and
not more than 60 days notice as provided in the Indenture, on any date prior to
their maturity (the "Redemption Date") at a price calculated as provided in
Section 4 of the First Supplemental Indenture.
6. Denominations; Transfer; Exchange
---------------------------------
The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities only in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.
7. Persons Deemed Owners
---------------------
The registered Holder of this Security may be treated as the owner of it
for all purposes.
8. Unclaimed Money
---------------
If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.
9. Discharge and Defeasance
------------------------
Subject to certain conditions, the Company at any time may terminate some
or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee cash or U.S. Government Obligations for the payment of
principal and interest on the Securities to redemption or maturity, as the case
may be.
<PAGE>
10. Amendment, Waiver
-----------------
Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Securities may be amended with the written consent of the Holders of at
least a majority in principal amount outstanding of the Securities and (ii) any
acceleration of principal and interest on the Securities resulting from a
default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in principal amount outstanding of the
Securities. Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Securities to cure, among other things, any ambiguity, omission, defect
or inconsistency, or to evidence the succession of another Person to the Company
pursuant to Article X of the Indenture, or to add guarantees with respect to the
Securities or to secure the Securities, or to add additional covenants or
surrender rights and powers conferred on the Company, or to permit the
qualification of the Indenture under the Act, or to make any change that does
not adversely affect the rights of any Holder, or to provide for the acceptance
of a successor or separate Trustee.
11. Defaults and Remedies
---------------------
Under the Indenture, Events of Default include (i) default for 30 days in
payment of interest on the Securities; (ii) default in payment of principal or
premium on the Securities at maturity, upon acceleration or otherwise; (iii)
failure by the Company to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice by Holders and lapse of time;
(iv) certain accelerations (including failure to pay within any grace period
after final maturity) of other Indebtedness of the Company if the amount
accelerated (or so unpaid) exceeds $50,000,000 and continues for 10 days after
the required notice to the Company; and (v) certain events of bankruptcy or
insolvency with respect to the Company. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Securities may declare all the Securities to be due and payable immediately.
Certain events of bankruptcy or insolvency are Events of Default that will
result in the Securities being due and payable immediately upon the occurrence
of such Events of Default without any action by the Trustee or any Holders.
Holders may not enforce the Indenture or the Securities except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the
Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in
the interest of the Holders.
12. Trustee Dealings with the Company
---------------------------------
Subject to certain limitations imposed by the Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.
13. No Recourse Against Others
--------------------------
<PAGE>
An incorporator and any past, present or future director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder waives and releases all such
liability. The waiver and release are part of the consideration for the issue
of the Securities.
14. Authentication
--------------
This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
15. Abbreviations
-------------
Customary abbreviations may be used in the name of a Holder or an assignee,
such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT
TEN (=joint tenants with rights of survivorship and not as tenants in common),
CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
16. Security to be Construed in Accordance with the Laws of the State of New
------------------------------------------------------------------------
York.
----
This Security shall be deemed to be a New York contract, and for all
purposes shall be construed in accordance with the laws of said State (without
reference to principles of conflicts of law).
17. CUSIP Numbers
-------------
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
The Company shall furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture. Requests may be made to:
EDS Investor Relations - Mailstop H1-2D-05
5400 Legacy Drive
Plano, Texas 75024-3105
<PAGE>
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.
Date: ______________________ Your Signature:
Sign exactly as your name appears on the other side of this Security.
Date: ______________________ Your Signature:
(Sign exactly as your name appears on the
other side of the Security)
Signature Guarantee:
(Signature must be guaranteed by a member firm of the New York
Stock Exchange or a commercial bank or trust company)
<PAGE>
EXHIBIT 4.2
FORM OF
7.125% Notes due 2009
of
Electronic Data Systems Corporation
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
DEBT SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY ONLY BE TRANSFERRED
IN WHOLE, BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO
DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
<PAGE>
CUSIP NO. 285659AE8
No. T-__ $__________
7.125% Notes due 2009
Electronic Data Systems Corporation, a Delaware corporation, promises
to pay to Cede & Co., or registered assigns, the principal sum of $__________
Dollars on October 15, 2009.
Interest Payment Dates: April 15 and October 15
Record Dates: April 1 and October 1
Additional provisions of this Security are set forth on the other side
of this Security.
Dated: October 12, 1999 ELECTRONIC DATA SYSTEMS CORPORATION
By:________________________
Name:___________________
Title:__________________
By:________________________
Name:___________________
Title:__________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
The undersigned hereby certifies that this is one of the Debt
Securities of the series designated 7.125% Notes due 2009 referred to in the
Indenture described herein.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
By:________________________
Authorized Signatory
2
<PAGE>
7.125% Notes due 2009
1. Interest
--------
Electronic Data Systems Corporation, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
shall pay interest semiannually on April 15 and October 15 of each year
commencing on April 15, 2000. Interest on the Securities shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from October 12, 1999. Interest shall be computed on the basis of a 360-
day year of twelve 30-day months and, in the case of an incomplete month, the
actual number of days elapsed.
2. Method of Payment
-----------------
The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on April 1 or October 1 next preceding the interest payment date,
even if Securities are canceled upon any transfer or exchange subsequent to the
record date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company shall pay principal and interest in immediately
available (same day) funds in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts.
However, the Company may pay principal and interest by check or wire transfer
payable in immediately available (same day) funds in such money.
3. Paying Agent and Registrar
--------------------------
Initially, Chase Bank of Texas, National Association, a national banking
association ("Trustee"), shall act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar at any time.
The Company may act as paying agent, Registrar or co-registrar.
4. Indenture
---------
The Company issued the Securities under an indenture dated as of August 12,
1996, between the Company and the Trustee, as supplemented by the first
supplemental indenture dated as of October 12, 1999 (the "First Supplemental
Indenture," and, collectively with the aforementioned indenture, the
"Indenture"), between the Company and the Trustee. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb) as
------
in effect on the date of the Indenture (the "Act"). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and Holders are
referred to the Indenture and the Act for a statement of those terms.
This Security is one of a duly authorized issue of general unsecured
obligations of the Company issued or to be issued under the Indenture. Debt
Securities issued under the Indenture
<PAGE>
may be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest at different rates, may have different conversion prices (if any), may
be subject to different redemption provisions, may be subject to different
sinking, purchase or analogous funds, may be subject to different covenants,
Events of Default and subordination provisions and may otherwise vary as the
Indenture provides. This Security is one of a series designated as 7.125% Notes
due 2009 (the "Securities") issued under the Indenture, limited to $700,000,000
aggregate principal amount. The Indenture imposes certain limitations (with
significant exceptions) on the Company and its Subsidiaries, including the
Incurrence of Liens and entering into Sale and Leaseback Transactions.
5. Optional Redemption
-------------------
The Securities will be redeemable at any time, at the option of the
Company, in whole or from time to time in part, upon not less than 30 days and
not more than 60 days notice as provided in the Indenture, on any date prior to
their maturity (the "Redemption Date") at a price calculated as provided in
Section 4 of the First Supplemental Indenture.
6. Denominations; Transfer; Exchange
---------------------------------
The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities only in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.
7. Persons Deemed Owners
---------------------
The registered Holder of this Security may be treated as the owner of it
for all purposes.
8. Unclaimed Money
---------------
If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.
9. Discharge and Defeasance
------------------------
Subject to certain conditions, the Company at any time may terminate some
or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee cash or U.S. Government Obligations for the payment of
principal and interest on the Securities to redemption or maturity, as the case
may be.
<PAGE>
10. Amendment, Waiver
-----------------
Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Securities may be amended with the written consent of the Holders of at
least a majority in principal amount outstanding of the Securities and (ii) any
acceleration of principal and interest on the Securities resulting from a
default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in principal amount outstanding of the
Securities. Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Securities to cure, among other things, any ambiguity, omission, defect
or inconsistency, or to evidence the succession of another Person to the Company
pursuant to Article X of the Indenture, or to add guarantees with respect to the
Securities or to secure the Securities, or to add additional covenants or
surrender rights and powers conferred on the Company, or to permit the
qualification of the Indenture under the Act, or to make any change that does
not adversely affect the rights of any Holder, or to provide for the acceptance
of a successor or separate Trustee.
11. Defaults and Remedies
---------------------
Under the Indenture, Events of Default include (i) default for 30 days in
payment of interest on the Securities; (ii) default in payment of principal or
premium on the Securities at maturity, upon acceleration or otherwise; (iii)
failure by the Company to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice by Holders and lapse of time;
(iv) certain accelerations (including failure to pay within any grace period
after final maturity) of other Indebtedness of the Company if the amount
accelerated (or so unpaid) exceeds $50,000,000 and continues for 10 days after
the required notice to the Company; and (v) certain events of bankruptcy or
insolvency with respect to the Company. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Securities may declare all the Securities to be due and payable immediately.
Certain events of bankruptcy or insolvency are Events of Default that will
result in the Securities being due and payable immediately upon the occurrence
of such Events of Default without any action by the Trustee or any Holders.
Holders may not enforce the Indenture or the Securities except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the
Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in
the interest of the Holders.
12. Trustee Dealings with the Company
---------------------------------
Subject to certain limitations imposed by the Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may
<PAGE>
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.
13. No Recourse Against Others
--------------------------
An incorporator and any past, present or future director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Securities.
14. Authentication
--------------
This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
15. Abbreviations
-------------
Customary abbreviations may be used in the name of a Holder or an assignee,
such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT
TEN (=joint tenants with rights of survivorship and not as tenants in common),
CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
16. Security to be Construed in Accordance with the Laws of the State of New
------------------------------------------------------------------------
York.
----
This Security shall be deemed to be a New York contract, and for all
purposes shall be construed in accordance with the laws of said State (without
reference to principles of conflicts of law).
17. CUSIP Numbers
-------------
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
The Company shall furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture. Requests may be made to:
EDS Investor Relations - Mailstop H1-2D-05
5400 Legacy Drive
Plano, Texas 75024-3105
<PAGE>
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.
Date: ______________________ Your Signature:
Sign exactly as your name appears on the other side of this Security.
Date: ______________________ Your Signature:
(Sign exactly as your name appears on the
other side of the Security)
Signature Guarantee:
(Signature must be guaranteed by a member firm of the New York
Stock Exchange or a commercial bank or trust company)
<PAGE>
EXHIBIT 4.3
FORM OF
7.450% Notes due 2029
of
Electronic Data Systems Corporation
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL
DEBT SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY ONLY BE TRANSFERRED
IN WHOLE, BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO
DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
<PAGE>
CUSIP NO. 285659AF5
No. T-__ $__________
7.450% Notes due 2029
Electronic Data Systems Corporation, a Delaware corporation, promises
to pay to Cede & Co., or registered assigns, the principal sum of $__________
Dollars on October 15, 2029.
Interest Payment Dates: April 15 and October 15
Record Dates: April 1 and October 1
Additional provisions of this Security are set forth on the other side
of this Security.
Dated: October 12, 1999 ELECTRONIC DATA SYSTEMS
CORPORATION
By:_________________________
Name:____________________
Title:___________________
By:_________________________
Name:____________________
Title:___________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
The undersigned hereby certifies that this is one of the Debt
Securities of the series designated 7.450% Notes due 2029 referred to in the
Indenture described herein.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
By:_________________________
Authorized Signatory
2
<PAGE>
7.450% Notes due 2029
1. Interest
--------
Electronic Data Systems Corporation, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
shall pay interest semiannually on April 15 and October 15 of each year
commencing on April 15, 2000. Interest on the Securities shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from October 12, 1999. Interest shall be computed on the basis of a 360-
day year of twelve 30-day months and, in the case of an incomplete month, the
actual number of days elapsed.
2. Method of Payment
-----------------
The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on April 1 or October 1 next preceding the interest payment date,
even if Securities are canceled upon any transfer or exchange subsequent to the
record date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company shall pay principal and interest in immediately
available (same day) funds in money of the United States of America that at the
time of payment is legal tender for payment of public and private debts.
However, the Company may pay principal and interest by check or wire transfer
payable in immediately available (same day) funds in such money.
3. Paying Agent and Registrar
--------------------------
Initially, Chase Bank of Texas, National Association, a national banking
association ("Trustee"), shall act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar at any time.
The Company may act as paying agent, Registrar or co-registrar.
4. Indenture
---------
The Company issued the Securities under an indenture dated as of August 12,
1996, between the Company and the Trustee, as supplemented by the first
supplemental indenture dated as of October 12, 1999 (the "First Supplemental
Indenture," and, collectively with the aforementioned indenture, the
"Indenture"), between the Company and the Trustee. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb) as
------
in effect on the date of the Indenture (the "Act"). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and Holders are
referred to the Indenture and the Act for a statement of those terms.
This Security is one of a duly authorized issue of general unsecured
obligations of the Company issued or to be issued under the Indenture. Debt
Securities issued under the Indenture
<PAGE>
may be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest at different rates, may have different conversion prices (if any), may
be subject to different redemption provisions, may be subject to different
sinking, purchase or analogous funds, may be subject to different covenants,
Events of Default and subordination provisions and may otherwise vary as the
Indenture provides. This Security is one of a series designated as 7.450% Notes
due 2029 (the "Securities") issued under the Indenture, limited to $300,000,000
aggregate principal amount. The Indenture imposes certain limitations (with
significant exceptions) on the Company and its Subsidiaries, including the
Incurrence of Liens and entering into Sale and Leaseback Transactions.
5. Optional Redemption
-------------------
The Securities will be redeemable at any time, at the option of the
Company, in whole or from time to time in part, upon not less than 30 days and
not more than 60 days notice as provided in the Indenture, on any date prior to
their maturity (the "Redemption Date") at a price calculated as provided in
Section 4 of the First Supplemental Indenture.
6. Denominations; Transfer; Exchange
---------------------------------
The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities only in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.
7. Persons Deemed Owners
---------------------
The registered Holder of this Security may be treated as the owner of it
for all purposes.
8. Unclaimed Money
---------------
If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.
9. Discharge and Defeasance
------------------------
Subject to certain conditions, the Company at any time may terminate some
or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee cash or U.S. Government Obligations for the payment of
principal and interest on the Securities to redemption or maturity, as the case
may be.
<PAGE>
10. Amendment, Waiver
-----------------
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Securities
and (ii) any acceleration of principal and interest on the Securities resulting
from a default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of
the Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Company and the Trustee may amend the
Indenture or the Securities to cure, among other things, any ambiguity,
omission, defect or inconsistency, or to evidence the succession of another
Person to the Company pursuant to Article X of the Indenture, or to add
guarantees with respect to the Securities or to secure the Securities, or to add
additional covenants or surrender rights and powers conferred on the Company, or
to permit the qualification of the Indenture under the Act, or to make any
change that does not adversely affect the rights of any Holder, or to provide
for the acceptance of a successor or separate Trustee.
11. Defaults and Remedies
---------------------
Under the Indenture, Events of Default include (i) default for 30 days in
payment of interest on the Securities; (ii) default in payment of principal or
premium on the Securities at maturity, upon acceleration or otherwise; (iii)
failure by the Company to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice by Holders and lapse of time;
(iv) certain accelerations (including failure to pay within any grace period
after final maturity) of other Indebtedness of the Company if the amount
accelerated (or so unpaid) exceeds $50,000,000 and continues for 10 days after
the required notice to the Company; and (v) certain events of bankruptcy or
insolvency with respect to the Company. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Securities may declare all the Securities to be due and payable immediately.
Certain events of bankruptcy or insolvency are Events of Default that will
result in the Securities being due and payable immediately upon the occurrence
of such Events of Default without any action by the Trustee or any Holders.
Holders may not enforce the Indenture or the Securities except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the
Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in
the interest of the Holders.
12. Trustee Dealings with the Company
---------------------------------
Subject to certain limitations imposed by the Act, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may
<PAGE>
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.
13. No Recourse Against Others
--------------------------
An incorporator and any past, present or future director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Securities.
14. Authentication
--------------
This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
15. Abbreviations
-------------
Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
16. Security to be Construed in Accordance with the Laws of the State of New
------------------------------------------------------------------------
York.
- ----
This Security shall be deemed to be a New York contract, and for all
purposes shall be construed in accordance with the laws of said State (without
reference to principles of conflicts of law).
17. CUSIP Numbers
-------------
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
The Company shall furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture. Requests may be made to:
EDS Investor Relations - Mailstop H1-2D-05
5400 Legacy Drive
Plano, Texas 75024-3105
<PAGE>
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.
Date: ______________________ Your Signature:
Sign exactly as your name appears on the other side of this Security.
Date: ______________________ Your Signature:
(Sign exactly as your name appears
on the other side of the Security)
Signature Guarantee:
(Signature must be guaranteed by a member firm of the New York
Stock Exchange or a commercial bank or trust company)
<PAGE>
EXHIBIT 4.4
FIRST SUPPLEMENTAL INDENTURE
----------------------------
THIS FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture") is
dated as of October 12, 1999, between ELECTRONIC DATA SYSTEMS CORPORATION, a
corporation duly organized and existing under the laws of the State of Delaware
(hereinafter sometimes called the "Company"), and CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION (formerly Texas Commerce Bank National Association), a national
banking association (hereinafter sometimes called the "Trustee"). Capitalized
terms used herein and not otherwise defined have the meanings set forth in the
Indenture referred to below.
RECITALS
A. The Company and the Trustee are parties to that certain Indenture,
dated as of August 12, 1996 (the "Indenture"), pursuant to which the Company may
from time to time issue its debentures, notes, bonds or other evidences of
indebtedness (collectively, the "Debt Securities").
B. Article IX of the Indenture provides that the Company and the Trustee
may, without the consent of the holders of the Debt Securities, enter into a
supplemental indenture to establish the form or terms of Debt Securities of any
series as permitted by Sections 2.01 and 2.03 of the Indenture.
C. The Company desires to issue $500,000,000 aggregate principal amount of
6.850% Notes due 2004 (the "2004 Notes"), $700,000,000 aggregate principal
amount of 7.125% Notes due 2009 (the "2009 Notes") and $300,000,000 aggregate
principal amount of 7.450% Notes due 2029 (the "2029 Notes," and, collectively
with the 2004 Notes and the 2009 Notes, the "Notes") and in connection
therewith, the Company duly determined to make, execute and deliver to the
Trustee this Supplemental Indenture to set forth the terms and provisions of the
2004 Notes, the 2009 Notes and the 2029 Notes as required by the Indenture.
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, the parties hereto agree, subject to the terms and conditions
hereinafter set forth, as follows for the benefit of the Trustee and the Holders
of the 2004 Notes, 2009 Notes and the 2029 Notes, respectively:
Section 1. 2004 Notes. Pursuant to Section 2.03 of the Indenture, the
----------
terms and provisions of the 2004 Notes are as follows:
(a) The title of the 2004 Notes shall be "6.850% Notes due 2004."
(b) The 2004 Notes shall be limited to $500,000,000 aggregate
principal amount.
(c) The 2004 Notes shall not require any principal or premium
payments prior to maturity on October 15, 2004.
(d) The rate at which the 2004 Notes shall bear interest shall be
6.850% per annum; interest on the 2004 Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been
paid, from October 12, 1999; interest shall be computed on the basis of a
360-day year consisting of twelve 30-day months and, in the case
<PAGE>
of an incomplete month, the actual days elapsed; the interest payment dates
on which such interest shall be payable shall be April 15 and October 15,
beginning April 15, 2000; and the record dates for the determination of the
holders of the 2004 Notes to whom such interest is payable shall be the
immediately preceding April 1 (for April 15 payment dates) and October 1
(for October 15 payment dates).
(e) All payments of principal of, and interest on, the 2004 Notes
shall be payable in Dollars. Payments of principal of and interest on the
2004 Notes represented by one or more Global Securities initially
registered in the name of The Depository Trust Company (the "Depositary")
or its nominee with respect to the 2004 Notes shall be made by the Company
through the Trustee in immediately available funds to the Depositary or its
nominee, as the case may be. For so long as The Depository Trust Company
acts as depositary for the 2004 Notes, the 2004 Notes will bear the
following legend, in addition to the legend referred to in Section 2.15 of
the Indenture:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (ADTC@), NEW
YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
If the 2004 Notes are issued in definitive form, then interest, other
than interest at maturity or upon redemption, may be made by check mailed
to the address of the person entitled to interest as it appears on the Debt
Security Register with respect to the 2004 Notes at the close of business
on the regular record date corresponding to the relevant interest payment
date. Notwithstanding the foregoing, (i) the Depositary as holder of the
2004 Notes or (ii) a holder of more than $10.0 million in aggregate
principal amount of 2004 Notes in definitive form, can require the paying
agent for the 2004 Notes to make payments of interest, other than interest
due at maturity or upon redemption, by wire transfer of immediately
available funds into an account maintained by the holder at a banking
institution in the United States, by sending appropriate written wire
transfer transactions as long as the paying agent receives the instructions
no less than 10 days prior to the applicable interest payment date. The
principal and interest payable on the 2004 Notes at maturity or upon
redemption will be paid by wire transfer of immediately available funds to
the person or persons to whom principal is payable against presentation of
the 2004 Notes at the office of an authorized paying agent for the 2004
Notes.
<PAGE>
(f) The 2004 Notes will be redeemable at any time, at the option of
the Company, in whole or from time to time in part, upon not less than 30
days and not more than 60 days notice, at a price calculated as provided in
Section 4 of this Supplemental Indenture and (to the extent they do not
conflict with Section 4 of this Supplemental Indenture) pursuant to the
terms and provisions of Sections 3.03 and 3.04 of the Indenture.
(g) The 2004 Notes initially shall be represented by one or more
Global Securities deposited with the Depositary and registered in the name
of the nominee of the Depositary. The 2004 Notes will not be issued as
Bearer Securities.
(h) The Company is under no obligation to redeem, purchase or repay
any of the 2004 Notes pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof.
(i) As long as the Depositary or its nominee, or a successor
Depositary or its nominee, is the registered owner of the Global Securities
relating to the 2004 Notes, owners of the beneficial interests in such
Global Securities shall not be entitled to have the 2004 Notes registered
in their names and shall not receive or be entitled to receive physical
delivery of 2004 Notes in definitive form except (i) as provided in Section
2.15(c) of the Indenture or (ii) if an Event of Default with respect to the
2004 Notes has occurred and is continuing.
(j) Chase Bank of Texas, National Association shall be the Trustee
and Registrar for the 2004 Notes under the Indenture. The Luxembourg Paying
Agent and Transfer Agent for the 2004 Notes is Chase Manhattan Bank
Luxembourg S.A. The Company may appoint and change any paying agent,
registrar or co-registrar at any time. The Company may act as paying agent,
registrar or co-registrar.
(k) Article X of the Indenture shall apply to the 2004 Notes.
(l) The 2004 Notes shall be senior unsecured obligations of the
Company ranking pari passu with other senior unsecured indebtedness of the
Company.
(m) The Company shall be subject to all the covenants set forth in
Article IV of the Indenture with respect to the 2004 Notes, other than
those set forth in Section 4.06.
(n) To the extent not set forth herein, the provisions of Section
2.03 of the Indenture are not applicable.
Section 2. 2009 Notes. Pursuant to Section 2.03 of the Indenture, the
----------
terms and provisions of the 2009 Notes are as follows:
(a) The title of the 2009 Notes shall be "7.125% Notes due 2009."
(b) The 2009 Notes shall be limited to $700,000,000 aggregate
principal amount.
<PAGE>
(c) The 2009 Notes shall not require any principal or premium
payments prior to maturity on October 15, 2009.
(d) The rate at which the 2009 Notes shall bear interest shall be
7.125% per annum; interest on the 2009 Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been
paid, from October 12, 1999; interest shall be computed on the basis of a
360-day year consisting of twelve 30-day months and, in the case of an
incomplete month, the actual days elapsed; the interest payment dates on
which such interest shall be payable shall be April 15 and October 15,
beginning April 15, 2000; and the record dates for the determination of the
holders of the 2009 Notes to whom such interest is payable shall be the
immediately preceding April 1 (for April 15 payment dates) and October 1
(for October 15 payment dates).
(e) All payments of principal of, and interest on, the 2009 Notes
shall be payable in Dollars. Payments of principal of and interest on the
2009 Notes represented by one or more Global Securities initially
registered in the name of The Depository Trust Company (the "Depositary")
or its nominee with respect to the 2009 Notes shall be made by the Company
through the Trustee in immediately available funds to the Depositary or its
nominee, as the case may be. For so long as The Depository Trust Company
acts as depositary for the 2009 Notes, the 2009 Notes will bear the
following legend, in addition to the legend referred to in Section 2.15 of
the Indenture:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (ADTC@), NEW
YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
If the 2009 Notes are issued in definitive form, then interest, other
than interest at maturity or upon redemption, may be made by check mailed
to the address of the person entitled to interest as it appears on the Debt
Security Register with respect to the 2009 Notes at the close of business
on the regular record date corresponding to the relevant interest payment
date. Notwithstanding the foregoing, (i) the Depositary as holder of the
2009 Notes or (ii) a holder of more than $10.0 million in aggregate
principal amount of 2009 Notes in definitive form, can require the paying
agent for the 2009 Notes to make payments of interest, other than interest
due at maturity or upon redemption, by wire transfer of
<PAGE>
immediately available funds into an account maintained by the holder at a
banking institution in the United States, by sending appropriate written
wire transfer transactions as long as the paying agent receives the
instructions no less than 10 days prior to the applicable interest payment
date. The principal and interest payable on the 2009 Notes at maturity or
upon redemption will be paid by wire transfer of immediately available
funds to the person or persons to whom principal is payable against
presentation of the 2009 Notes at the office of an authorized paying agent
for the 2009 Notes.
(f) The 2009 Notes will be redeemable at any time, at the option of
the Company, in whole or from time to time in part, upon not less than 30
days and not more than 60 days notice, at a price calculated as provided in
Section 4 of this Supplemental Indenture and (to the extent they do not
conflict with Section 4 of this Supplemental Indenture) pursuant to the
terms and provisions of Sections 3.03 and 3.04 of the Indenture.
(g) The 2009 Notes initially shall be represented by one or more
Global Securities deposited with the Depositary and registered in the name
of the nominee of the Depositary. The 2009 Notes will not be issued as
Bearer Securities.
(h) The Company is under no obligation to redeem, purchase or repay
any of the 2009 Notes pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof.
(i) As long as the Depositary or its nominee, or a successor
Depositary or its nominee, is the registered owner of the Global Securities
relating to the 2009 Notes, owners of the beneficial interests in such
Global Securities shall not be entitled to have the 2009 Notes registered
in their names and shall not receive or be entitled to receive physical
delivery of 2009 Notes in definitive form except (i) as provided in Section
2.15(c) of the Indenture or (ii) if an Event of Default with respect to the
2009 Notes has occurred and is continuing.
(j) Chase Bank of Texas, National Association shall be the Trustee
and Registrar for the 2009 Notes under the Indenture. The Luxembourg Paying
Agent and Transfer Agent for the 2009 Notes is Chase Manhattan Bank
Luxembourg S.A. The Company may appoint and change any paying agent,
registrar or co-registrar at any time. The Company may act as paying agent,
registrar or co-registrar.
(k) Article X of the Indenture shall apply to the 2009 Notes.
(l) The 2009 Notes shall be senior unsecured obligations of the
Company ranking pari passu with other senior unsecured indebtedness of the
Company.
(m) The Company shall be subject to all the covenants set forth in
Article IV of the Indenture with respect to the 2009 Notes, other than
those set forth in Section 4.06.
<PAGE>
(n) To the extent not set forth herein, the provisions of Section
2.03 of the Indenture are not applicable.
Section 3. 2029 Notes. Pursuant to Section 2.03 of the Indenture, the
----------
terms and provisions of the 2029 Notes are as follows:
(a) The title of the 2029 Notes shall be "7.450% Notes due 2029."
(b) The 2029 Notes shall be limited to $300,000,000 aggregate
principal amount.
(c) The 2029 Notes shall not require any principal or premium
payments prior to maturity on October 15, 2029.
(d) The rate at which the 2029 Notes shall bear interest shall be
7.450% per annum; interest on the 2029 Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been
paid, from October 12, 1999; interest shall be computed on the basis of a
360-day year consisting of twelve 30-day months and, in the case of an
incomplete month, the actual days elapsed; the interest payment dates on
which such interest shall be payable shall be April 15 and October 15,
beginning April 15, 2000; and the record dates for the determination of the
holders of the 2029 Notes to whom such interest is payable shall be the
immediately preceding April 1 (for April 15 payment dates) and October 1
(for October 15 payment dates).
(e) All payments of principal of, and interest on, the 2029 Notes
shall be payable in Dollars. Payments of principal of and interest on the
2029 Notes represented by one or more Global Securities initially
registered in the name of The Depository Trust Company (the "Depositary")
or its nominee with respect to the 2029 Notes shall be made by the Company
through the Trustee in immediately available funds to the Depositary or its
nominee, as the case may be. For so long as The Depository Trust Company
acts as depositary for the 2029 Notes, the 2029 Notes will bear the
following legend, in addition to the legend referred to in Section 2.15 of
the Indenture:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (ADTC@), NEW
YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
<PAGE>
If the 2029 Notes are issued in definitive form, then interest, other
than interest at maturity or upon redemption, may be made by check mailed
to the address of the person entitled to interest as it appears on the Debt
Security Register with respect to the 2029 Notes at the close of business
on the regular record date corresponding to the relevant interest payment
date. Notwithstanding the foregoing, (i) the Depositary as holder of the
2029 Notes or (ii) a holder of more than $10.0 million in aggregate
principal amount of 2029 Notes in definitive form, can require the paying
agent for the 2029 Notes to make payments of interest, other than interest
due at maturity or upon redemption, by wire transfer of immediately
available funds into an account maintained by the holder at a banking
institution in the United States, by sending appropriate written wire
transfer transactions as long as the paying agent receives the instructions
no less than 10 days prior to the applicable interest payment date. The
principal and interest payable on the 2029 Notes at maturity or upon
redemption will be paid by wire transfer of immediately available funds to
the person or persons to whom principal is payable against presentation of
the 2029 Notes at the office of an authorized paying agent for the 2029
Notes.
(f) The 2029 Notes will be redeemable at any time, at the option of
the Company, in whole or from time to time in part, upon not less than 30
days and not more than 60 days notice, at a price calculated as provided in
Section 4 of this Supplemental Indenture and (to the extent they do not
conflict with Section 4 of this Supplemental Indenture) pursuant to the
terms and provisions of Sections 3.03 and 3.04 of the Indenture.
(g) The 2029 Notes initially shall be represented by one or more
Global Securities deposited with the Depositary and registered in the name
of the nominee of the Depositary. The 2029 Notes will not be issued as
Bearer Securities.
(h) The Company is under no obligation to redeem, purchase or repay
any of the 2029 Notes pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof.
(i) As long as the Depositary or its nominee, or a successor
Depositary or its nominee, is the registered owner of the Global Securities
relating to the 2029 Notes, owners of the beneficial interests in such
Global Securities shall not be entitled to have the 2029 Notes registered
in their names and shall not receive or be entitled to receive physical
delivery of 2029 Notes in definitive form except (i) as provided in Section
2.15(c) of the Indenture or (ii) if an Event of Default with respect to the
2029 Notes has occurred and is continuing.
(j) Chase Bank of Texas, National Association shall be the Trustee
and Registrar for the 2029 Notes under the Indenture. The Luxembourg Paying
Agent and Transfer Agent for the 2029 Notes is Chase Manhattan Bank
Luxembourg S.A. The Company may appoint and change any paying agent,
registrar or co-registrar at any time. The Company may act as paying agent,
registrar or co-registrar.
<PAGE>
(k) Article X of the Indenture shall apply to the 2029 Notes.
(l) The 2029 Notes shall be senior unsecured obligations of the
Company ranking pari passu with other senior unsecured indebtedness of the
Company.
(m) The Company shall be subject to all the covenants set forth in
Article IV of the Indenture with respect to the 2029 Notes, other than
those set forth in Section 4.06.
(n) To the extent not set forth herein, the provisions of Section
2.03 of the Indenture are not applicable.
Section 4. Optional Redemption of the Notes. The Notes will be redeemable
--------------------------------
at any time, at the option of the Company, in whole or from time to time in
part, on at least 30 days but no more than 60 days prior written notice mailed
to the registered holders of the Notes to be redeemed. In addition, notice of
any such optional redemption will be published as described in Section 5 below
no later than 30 days prior to the redemption date. The respective redemption
prices of the Notes will be equal to the greater of (1) 100% of the principal
amount of the Notes to be redeemed and (2) the sum, as determined by the
Quotation Agent (as defined below), of the present values of the principal
amount of the Notes to be redeemed and the remaining scheduled payments of
interest thereon from the redemption date to the respective maturity date (the
"Remaining Life") discounted from their respective 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 below) plus 10 basis
points (in the case of the 2004 notes), 15 basis points (in the case of the 2009
Notes) or 20 basis points (in the case of the 2029 Notes), plus, in each case,
accrued and unpaid interest on the principal amount being redeemed to the
redemption date.
If money sufficient to pay the redemption price of, and accrued interest
on, the Notes (or portions thereof) to be redeemed on the redemption date is
deposited with the Trustee or Paying Agent on or before the redemption date and
certain other conditions are satisfied, then on and after the redemption date,
interest will cease to accrue on such Notes (or such portion thereof) called for
redemption. If any redemption date is not a Business Day, the Company will pay
the redemption price on the next Business Day without any interest or other
payment due to the delay.
If less than all of the Notes of a series are to be redeemed, the Trustee
will select the Notes for redemption on a pro rata basis, by lot or by such
other method as the Trustee deems appropriate and fair. No Notes of $1,000 or
less will be redeemed in part.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the Remaining
Life that would be utilized, at the time of selection, and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity with the Remaining Life.
"Comparable Treasury Price" means, with respect to any redemption date, the
average of two Reference Treasury Dealer Quotations for such redemption date.
<PAGE>
"Quotation Agent" means the Reference Treasury Dealers.
"Reference Treasury Dealer" means each of Merrill Lynch Government
Securities Inc. and Salomon Smith Barney Inc., and their successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Indenture Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding the redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
the redemption date.
Section 5. Notices. Any notice required or permitted to holders of the
-------
Notes by the Company or the Trustee pursuant to the provisions of the Indenture,
as amended and supplemented by this First Supplemental Indenture, shall be
deemed to be properly given if (i) such notice is mailed to the Registered
Holders of the Notes as set forth in Section 12.03 of the Indenture, and (ii)
such notice is published on two separate business days in an Authorized
Newspaper in the City of New York, in London and, so long as the Notes are
listed on the Luxembourg Stock Exchange, in Luxembourg, the first such
publication to be not earlier than the earliest date and not later than two
business days prior to the latest date prescribed for the giving of such notice.
If publication in either London or Luxembourg is, in the opinion of the Company,
impractical, notices shall be published by such means as will, so far as may be
reasonably practicable, approximate publication in Authorized Newspapers in
such cities. The Company will be deemed to have given any such notice on the
date of each publication or, if published more than once, on the date of the
first such publication.
Section 6. Ratification. This Supplemental Indenture is executed and
------------
shall be construed as an indenture supplemental to the Indenture and, as
provided in the Indenture, this Supplemental Indenture forms a part of the
Indenture. Except to the extent amended by or supplemented by this Supplemental
Indenture, the Company and the Trustee hereby ratify, confirm and reaffirm the
Indenture in all respects.
Section 7. Counterparts. This Supplemental Indenture may be executed in
------------
any number of counterparts, each of which so executed shall be an original, but
all such counterparts shall together constitute but one and the same instrument.
Section 8. Supplemental Indenture to be Construed in Accordance with the
-------------------------------------------------------------
Laws of the State of New York. This Supplemental Indenture shall be deemed to
- -----------------------------
be a New York contract, and
<PAGE>
for all purposes shall be construed in accordance with the laws of said State
(without reference to principles of conflicts of law).
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
<PAGE>
[SIGNATURE PAGE FOR FIRST SUPPLEMENTAL INDENTURE]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be signed on their behalf by their duly authorized representatives
as of the date first above written:
ELECTRONIC DATA SYSTEMS CORPORATION
By: /S/ SCOTT J. KRENZ
Name: Scott J. Krenz
Title: Vice President and Treasurer
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION
By: /S/ MAURI J. COWAN
Name: Mauri J. Cowan
Title: Vice President
<PAGE>
EXHIBIT 5
[Letterhead of Electronic Data Systems Corporation]
October 12, 1999
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Salomon Smith Barney Inc.
Banc of America Securities LLC
Chase Securities Inc.
Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated
As Representatives of the Several Underwriters
c/o Merrill Lynch & Co
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center, North Tower
New York, NY 10281
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Re: Electronic Data Systems Corporation
6.850% Notes due 2004
7.125% Notes due 2009
7.450% Notes due 2029
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Electronic
Data Systems Corporation, a Delaware corporation (the "Company"). At the request
of the Company, I am furnishing you this opinion in connection with the sale to
you of an aggregate of $500,000,000 principal amount of the Company's 6.850%
Notes due 2004, $700,000,000 principal amount of the Company's 7.125% Notes due
2009 and $300,000,000 principal amount of the Company's 7.450% Notes due 2029
pursuant to the Underwriting Agreement dated as of October 6, 1999 (the
"Underwriting Agreement") by and among the Company and each of you. This opinion
is being rendered pursuant to Section 5(c) of the Standard Provisions
incorporated into the Underwriting
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Agreement, as modified by Section 5(b) of the Underwriting Agreement. Terms
defined in the Underwriting Agreement and not otherwise defined herein are used
herein as defined in the Underwriting Agreement.
In reaching the opinions set forth below, I have reviewed and considered
the following: (a) executed counterparts of the Underwriting Agreement; (b)
executed counterparts of the Indenture dated as of August 12, 1996 (the
"Indenture") between the Company and Chase Bank of Texas, National Association
(formerly Texas Commerce Bank National Association), as trustee (the "Trustee");
(c) executed counterparts of the First Supplemental Indenture dated as of
October 12, 1999 between the Company and the Trustee relating to the 2004 Notes,
the 2009 Notes and the 2029 Notes (the "Supplemental Indenture"); (d) the global
notes evidencing the 2004 Notes; (e) the global notes evidencing the 2009 Notes;
(f) the global notes evidencing the 2029 Notes; (g) the Registration Statement;
(h) the Basic Prospectus; (i) the Preliminary Prospectus Supplement dated
September 29, 1999 (the "Preliminary Prospectus Supplement"); (j) the Prospectus
Supplement dated October 6, 1999 (the "Prospectus Supplement"); (k) the Restated
Certificate of Incorporation of the Company; (l) the by-laws of the Company, as
amended; and (m) corporate proceedings relating to the organization of the
Company, the authorization of the Underwriting Agreement, the authorization of
the Indenture and the Supplemental Indenture, and the authorization and issuance
of the Offered Securities, all as set forth in the minute books or other records
of the Company. In addition, I have examined and relied upon the originals or
copies of certain other corporate records and documents of the Company and
certificates of public officials and officers of the Company, and have conducted
such other investigations of fact and law as I have deemed necessary or
appropriate for purposes of delivering the opinions set forth below. In all such
examinations, I have assumed the genuineness of all signatures, the authenticity
and completeness of all documents submitted to me as originals, and the
conformity to originals and the completeness of all documents submitted to me as
photostatic, notarial, or certified copies. I have relied on certificates of
public officials and officers of the Company with respect to the accuracy of
questions of fact relevant to the opinions set forth below, which were not
independently established.
Based upon the foregoing and subject to the assumptions and qualifications
set forth below, I am of the opinion that:
1. The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the State of Delaware, has
the corporate power and authority to own its property and to conduct its
business as described in the Prospectus and is duly qualified to transact
business and is in good standing in each jurisdiction in which the conduct
of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or
in good standing would not have a material adverse effect on the Company
and its subsidiaries taken as a whole.
2. The Underwriting Agreement has been duly authorized, executed and delivered
by the Company.
3. The Indenture has been duly qualified under the Trust Indenture Act. Each
of the Indenture and the Supplemental Indenture has been duly authorized,
executed and delivered by the
<PAGE>
Company and is a valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms.
4. The Offered Securities have been duly authorized and, when executed and
authenticated in accordance with the terms of the Indenture and the
Supplemental Indenture and delivered to and paid for by the Underwriters in
accordance with the terms of the Underwriting Agreement, will be entitled
to the benefits of the Indenture (except as expressly set forth in the
Supplemental Indenture) and the Supplemental Indenture and will be valid
and binding obligations of the Company, in each case enforceable against
the Company in accordance with their respective terms.
5. The execution and delivery by the Company of, and the performance by the
Company of its obligations under, the Underwriting Agreement, the
Indenture, the Supplemental Indenture and the Offered Securities will not
contravene any provision of applicable law or the Restated Certificate of
Incorporation or by-laws of the Company or, to the best of my knowledge,
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
a whole, or, to the best of my knowledge, 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 the Underwriting
Agreement, the Indenture, the Supplemental Indenture or the Offered
Securities, except such as may be required by the securities or Blue Sky
laws of the various states and the laws of foreign jurisdictions in
connection with the offer and sale of the Offered Securities.
6. The statements in the Basic Prospectus under the caption "Description of
Debt Securities" and in the Prospectus Supplement under the captions
"Description of the Notes," the statements in the Basic Prospectus under
the caption "Plan of Distribution" and in the Prospectus Supplement under
the caption "Underwriting" (other than as to the description of
intersyndicate agreements and arrangements), and the statements
incorporated by reference in the Prospectus Supplement from the Company's
Annual Report on Form 10-K for the year ended December 31, 1998 under the
caption "Item 1--Business--Services for General Motors," as supplemented by
the statements in the Prospectus Supplement under the caption "The Company
- Services for General Motors," in each case insofar as such statements
constitute summaries of the legal matters, documents or proceedings
referred to therein, fairly present the information called for with respect
to such legal matters, documents and proceedings and fairly summarize the
matters referred to therein.
7. After due inquiry, I do not know of any 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 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 by
reference as exhibits to the Registration Statement that are not described,
filed or incorporated as required.
<PAGE>
In addition, I and members of my legal staff have participated in
conferences with officers and other representatives of the Company,
representatives of the independent public accountants of the Company and you at
which the contents of the Registration Statement and Prospectus, the documents
incorporated by reference in the Registration Statement and related matters were
discussed. Although I am not passing upon (except as set forth in paragraph 6
above) and do not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement or Prospectus
and have made no independent check or verification thereof other than as
specified in this opinion, on the basis of the foregoing, (A) I am of the
opinion that each document, if any, filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus (except for financial statements and
schedules and other financial information included therein as to I express no
opinion) complied when so filed as to form in all material respects with the
Exchange Act and the applicable rules and regulations of the Commission
thereunder, (B) I have not become aware of any fact that leads me to believe
that (except for financial statements and schedules and other financial
information included therein as to which I express no belief and except for that
part of the Registration Statement that constitutes the Form T-1) each part of
the Registration Statement (including documents incorporated therein by
reference), when such part became effective, contained and, as of the date
hereof, contains any untrue statement of a material fact or omitted or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (C) I am of the opinion that the Registration
Statement and Prospectus (except for financial statements and schedules and
other financial information included therein as to which I express no opinion)
comply as to form in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder and (D) I have not
become aware of any fact that leads me to believe that (except for financial
statements and schedules and other financial information included therein as to
which I express no belief) the Prospectus as of its date and as of the date
hereof contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
The opinions expressed above are subject to the following assumptions,
qualifications and limitations:
(i) I have assumed for purposes of this opinion that each Underwriter has all
requisite corporate power and authority to engage in the transactions
covered by this opinion; that the Underwriting Agreement has been duly
authorized, executed and delivered by each Underwriter and constitutes the
legal, valid and binding obligation of each Underwriter, enforceable
against each Underwriter in accordance with its terms; and that each
Underwriter has the requisite power and authority to perform its
obligations under the Underwriting Agreement.
(ii) I have assumed for purposes of this opinion that the Trustee has all
requisite corporate power and authority to engage in the transactions
covered by this opinion; that the Indenture and the Supplemental Indenture
have been duly authorized, executed and delivered by the Trustee and
constitute the legal, valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with their respective terms;
and that the Trustee has the
<PAGE>
requisite power and authority to perform its obligations under the
Indenture and the Supplemental Indenture.
(iii) The enforceability of the Offered Securities, the Indenture, and the
Supplemental Indenture relating to the Offered Securities is subject to
(A) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or transfer and other laws of general applicability relating
to or affecting creditors' rights generally; and (B) general principles
of equity (regardless of whether enforceability is considered in a
proceeding at equity or at law).
(iv) I express no opinion with respect to the enforceability of provisions in
the Indenture and the Supplemental Indenture with respect to delay or
omission of enforcement of rights or remedies, or waivers of defenses, or
waivers of benefits of stay, extension, moratorium, redemption, statutes
of limitations, or other nonwaivable benefits bestowed by operation of
law.
(v) The opinions expressed above are limited to the laws of the State of
Texas, the General Corporation Law of the State of Delaware and the
federal laws of the United States of America. In rendering the opinions
set forth in paragraphs 3 and 4 above that are governed by the laws of
the State of New York, I have relied exclusively on the opinion of Baker
& Botts L.L.P., a copy of which is attached hereto as Exhibit A (the "B&B
Opinion") and, accordingly, such opinions are subject to the same
assumptions, qualifications, and limitations with respect to such
opinions set forth in the B&B Opinion.
(vi) To the extent the opinions expressed above may be construed as relating
to the usury laws of the State of Texas, I have assumed that none of the
Underwriters have received any compensation for making the loans
evidenced by the Offered Securities except as expressly set forth in the
Underwriting Agreement or the Offered Securities.
Without my prior written consent, this opinion may not be relied upon by
any person or entity other than you, quoted in whole or in part or otherwise
referred to in any report or document or furnished to any other person or entity
(other than your legal counsel and employees). I disclaim any duty to advise you
regarding any changes in, or to otherwise communicate with you with respect to,
the matters addressed herein. This opinion is limited to the matters stated and
no opinion is implied or may be inferred beyond the matters expressly.
Very truly yours,
/S/ D. GILBERT FRIEDLANDER
D. Gilbert Friedlander
Senior Vice President, Secretary
and General Counsel
<PAGE>
EXHIBIT A
[Letterhead of Baker & Botts L.L.P.]
October 12, 1999
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, Texas 75024
Attention: Mr. D. Gilbert Friedlander
Senior Vice President, Secretary
and General Counsel
Ladies and Gentlemen:
This opinion is being furnished to Electronic Data Systems
Corporation, a Delaware corporation (the "Company"), in connection with the
issuance and sale by the Company of $500,000,000 aggregate principal amount of
the Company's 6.850% Notes due 2004 (the "2004 Notes"), $700,000,000 aggregate
principal amount of the Company's 7.125% Notes due 2009 (the "2009 Notes") and
$300,000,000 aggregate principal amount of the Company's 7.450% Notes due 2029
(the "2029 Notes" and, together with the 2004 Notes and the 2009 Notes, the
"Notes") pursuant to an Underwriting Agreement, dated as of October 6, 1999 (the
"Underwriting Agreement"), among the Company and the several Underwriters named
therein (the "Underwriters"). The Notes are being issued pursuant to an
Indenture, dated as of August 12, 1996 (the "Original Indenture"), between the
Company and Chase Bank of Texas, National Association, as trustee (the
"Trustee"), as amended and supplemented by a first supplement to the Original
Indenture, dated as of October 12, 1999 (the "First Supplemental Indenture"),
between the Company and the Trustee.
In rendering this opinion, we have examined executed counterparts of
the Original Indenture and First Supplemental Indenture and the global notes
evidencing the Notes. In making our examination, we have assumed that all
signatures on documents examined by us are genuine, all documents submitted to
us as originals are authentic and all documents submitted to us as certified or
photostatic copies conform to the original copies of such documents.
Based on the foregoing, but subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that:
<PAGE>
1. Assuming the Original Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended, and assuming each of the Original
Indenture and the First Supplemental Indenture has been duly authorized,
executed and delivered by the Company and the Trustee, each of the Original
Indenture and the First Supplemental Indenture is a valid and binding agreement
of the Company, enforceable against the Company in accordance with its terms,
except as the enforceability thereof may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or transfer and
other laws of general applicability relating to or affecting enforcement of
creditors' rights generally and (b) general principles of equity (regardless of
whether such enforcement is considered in a proceeding at law or in equity) (the
items referred to in (a) and (b) are collectively referred to herein as the
"Enforceability Exceptions").
2. Assuming the Notes have been duly authorized, and duly executed
and authenticated in accordance with the provisions of the Original Indenture
and the First Supplemental Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of the Underwriting Agreement, the
Notes will be entitled to the benefits of the Original Indenture (except as
expressly set forth in the First Supplemental Indenture and the Notes) and the
First Supplemental Indenture and will be valid and binding obligations of the
Company, in each case enforceable against the Company in accordance with their
respective terms, except as the enforceability thereof may be limited by the
Enforceability Exceptions.
In giving the opinions set forth above, we have assumed, with your
permission and without independent investigation, that the Company has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of the State of Delaware and has the corporate power and authority to own
its property and conduct its business.
The opinions set forth above are limited in all respect to the
contract laws of the State of New York.
This opinion has been rendered to you in connection with the issuance
and sale by the Company of the Notes, and may not be relied upon by you in
connection with any other matter or relied upon by any other person, in each
case without our prior written consent; provided, however, that Mr. D. Gilbert
Friedlander may refer to and rely on this opinion in providing an opinion of
even date that he delivers (i) to the Underwriters pursuant to the Underwriting
Agreement and (ii) to the Trustee pursuant to the Original Indenture, and he may
deliver a copy of this opinion to the Underwriters pursuant to the terms of the
Underwriting Agreement and to the Trustee pursuant to the terms of the Original
Indenture.
Very truly yours,
/S/ BAKER & BOTTS L.L.P.
<PAGE>
EXHIBIT 8
[Letterhead of Baker & Botts L.L.P.]
October 12, 1999
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Salomon Smith Barney Inc.
Banc of America Securities LLC
Chase Securities Inc.
Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated
as Representatives of the Several Underwriters
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center, North Tower
New York, New York
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Re: Electronic Data Systems Corporation
6.850% Notes due 2004
7.125% Notes due 2009
7.450% Notes due 2029
Ladies and Gentlemen:
This opinion is being furnished to you at the request of Electronic
Data Systems Corporation, a Delaware corporation (the "Company"), pursuant to
Section 5(b) of the Underwriting Agreement, dated as of October 6, 1999 (the
"Underwriting Agreement"), among the Company and the several Underwriters named
therein, relating to the issuance and sale by the Company of $500,000,000
aggregate principal amount of the Company's 6.850% Notes due 2004, $700,000,000
<PAGE>
aggregate principal amount of the Company's 7.125% Notes due 2009 and
$300,000,000 aggregate principal amount of the Company's 7.450% Notes due 2029.
In rendering this opinion, we have examined the information under the
caption "Material United States Federal Income Tax Considerations" in the
Company's Prospectus Supplement dated October 6, 1999 (the "Prospectus
Supplement") relating to the securities described above.
Based on the foregoing, but subject to the limitations and
qualifications set forth herein, we are of the opinion that:
1. The statements in the Prospectus Supplement under the caption
"Material United States Federal Income Tax Considerations," insofar as such
statements constitute summaries of the legal matters referred to therein, fairly
summarize the matters referred to therein in all material respects.
The opinion set forth above is limited in all respects to applicable
federal law.
The foregoing opinion is solely for your benefit in connection with
the transactions consummated on the date hereof pursuant to the Underwriting
Agreement and may not be relied upon by you in connection with any other matter
or relied upon by any other person, in each case without our prior written
consent.
Very truly yours,
/S/ BAKER & BOTTS L.L.P.
