**Exhibit 99.1**

 

**Amendment No. 6 to Receivables Purchase Agreement**

 

This AMENDMENT NO. 6 TO RECEIVABLES PURCHASE AGREEMENT, dated as of November 24, 2004 (this “AmendmentAgreement”), is made by and among Legacy Receivables LLC (the “Seller”), CAFCO, LLC (“CAFCO”), CIESCO, LLC (“CIESCO”), Citibank, N.A. (“Citibank”), Citicorp North America,Inc., as agent (the “Agent”) for the Investors and the Banks (each as defined in the Agreement referred to below), Electronic Data Systems Corporation (“EDS”), and EDS Information Services L.L.C. (the“Originator”). 

 

Preliminary Statements.(1) The Seller, CAFCO, CIESCO, Citibank, the Agent, EDS and the Originator are parties to a Receivables Purchase Agreement, dated as of December 27, 2002, as amended as of January 1, 2003, as of June 30, 2003, as of December 26, 2003, as of March 5,2004 and as of April 5, 2004 (the “Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Agreement). 

 

(2) The Seller, CAFCO, CIESCO, Citibank, the Agent, EDS and the Originatorhave agreed to further amend the Agreement. 

 

NOW, THEREFORE,the parties agree as follows: 

 

SECTION 1.Amendmentsto Section 1.01 of the Agreement. Upon effectiveness of this Amendment Agreement in accordance with Section 3, Section 1.01 of the Agreement is amended as follows: 

 

(a) The definition of “Commitment Termination Date” is amended by deleting the date December 24, 2004 in clause(a) thereof and substituting therefor the date December 23, 2005. 

 

(b) The definition of “Consolidated EBITDA” is amended in its entirety to read as follows: 

 

“‘Consolidated EBITDA’ means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extentdeducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation, amortization and deferred costcharges for such period (including any accelerated deferred cost charges taken in such period), (iv) any extraordinary non-cash charges for such period recognized in accordance with GAAP, (v) any nonrecurring expenses or charges for such period (notto exceed $300,000,000 in the aggregate from and after September 29, 2004), (vi) any non-cash nonrecurring expense relating to the transfer of pension liability to certain persons in connection with the termination of the services contract betweenan EDS Subsidiary and the United Kingdom Government’s Inland Revenue Department for such period, (vii) all cash and non-cash charges relating to investments in aircraft leases for such period (not to exceed $150,000,000 in the aggregate fromand after September 29, 2004), (viii) any non-cash compensation arising from any grant of stock options or other equity based awards and (ix) any losses recognized in such period from any marking to market of any Swap Agreement minus (b)without duplication and to the extent included in determining such Consolidated Net Income, (i) any extraordinary gains for such period and (ii) any gains recognized in such period from any marking to market of any Swap Agreement, all determined ona consolidated basis in accordance with GAAP. For purposes of calculating Consolidated EBITDA for any period (each, a ‘Reference Period’) in connection with a determination of the Leverage Ratio for such period, if during suchReference Period (or, in the case of proforma calculations, during the period from the last day of such Reference Period to and including the date as of which such calculation is made) EDS or any EDS Subsidiary shall have made aMaterial Disposition or Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving proforma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day ofsuch Reference Period (with the Reference Period for the purposes of proforma calculations being the most recent period of four consecutive fiscal quarters for which the relevant financial information is available), providedthat such proforma

calculations for a Material Acquisition or Material Disposition shall not give effect to operatingexpense reductions and other cost savings other than operating expense reductions and other cost savings actually realized in connection with such Material Acquisition or Material Disposition. As used in this definition, ‘MaterialAcquisition’ means any acquisition or series of related acquisitions that involves consideration (including any non-cash consideration) with a fair market value in excess of $100,000,000; and ‘Material Disposition’ meansany disposition of property or series of related dispositions of property that involves consideration (including any non-cash consideration) with a fair market value in excess of $100,000,000.” 

 
 (c)The definition of “Equity Interests” is amended in its entirety to read as follows: 
 

“‘Equity Interests’ means shares of capital stock, partnership interests, membership interests in alimited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights issued by such Person entitling the holder thereof to purchase or acquire any such equityinterest.” 

 
 (d)The definition of “FELINE PRIDES” is deleted in its entirety. 
 
 (e)The definition of “GAAP” is amended in its entirety to read as follows: 
 

“‘GAAP’ means all applicable generally accepted accounting principles of the Accounting PrinciplesBoard of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board which are applicable as of the date or for the period in question.” 

 
 (f)The definition of “Guarantee” is amended in its entirety to read as follows: 
 

“‘Guarantee’ of or by any Person (the ‘guarantor’) means any obligation, contingentor otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other financial obligation of any other Person (the ‘primary obligor’) in any manner, whether directly or indirectly, andincluding any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchaseof) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equitycapital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit (except, in thecase of performance letters of credit, to the extent no drawings have been made thereunder) or bank guaranties (except, in the case of bank guaranties of performance, to the extent no drawings have been made thereunder) issued to support suchIndebtedness or obligation, provided, that the term “Guarantee” shall not include (x) endorsements for collection or deposit in the ordinary course of business and (y) guarantees by a guarantor of obligations of any EDS Subsidiarydirectly or indirectly wholly owned by EDS arising pursuant to operating leases (other than Synthetic Leases) of such EDS Subsidiary.” 

 
 (g)The definition of “Indebtedness” is amended in its entirety to read as follows: 
 

“‘Indebtedness’ of any Person means, without duplication, (a) all obligations of such Person forborrowed money or with respect to deposits or advances of any kind, other than payments of amounts made to such Person under the terms of any customer contract (entered into in the ordinary course) made in prepayment for services to be renderedunder such contract or otherwise made prior to the period in which such Person recognizes such payments as revenue in accordance with GAAP, and provided that such payments are treated as deferred revenues on a balance sheet of such Person inaccordance with GAAP, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest 

 

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charges are customarily paid, (d) all obligations of such Person under conditional sale or other titleretention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business),(f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Adverse Claim on property owned or acquired by such Person, whether or not the Indebtednesssecured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others (including pursuant to any Synthetic Lease or similar arrangement), (h) all Capital Lease Obligations and Synthetic Lease Obligations of such Person, (i)all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit (except, in the case of performance letters of credit, to the extent no drawings have been made thereunder) and bank guaranties (except, inthe case of bank guaranties of performance, to the extent no drawings have been made thereunder), (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) all Receivables Financing Debt of suchPerson. The Indebtedness of any Person shall (a) include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’sownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor, (b) subject to the proviso to the definition of ‘Customer FinanceTransaction’, exclude any Indebtedness of such Person arising in connection with a Customer Finance Transaction and (c) exclude, for the avoidance of doubt, all obligations of such Person in respect of operating leases (other than SyntheticLeases) of such Person.” 

 
 (h)The definition of “Minimum Net Worth” is amended in its entirety to read as follows: 
 

“‘Minimum Net Worth’ means, as of any date of determination, the sum of (a) $6,083,453,000 plus(b) 50 percent of the Consolidated Net Income for each fiscal quarter ending after June 30, 2004 for which Consolidated Net Income is a positive amount plus (c) 80 percent of the amount by which Net Worth is increased as a result of anyissuances of Equity Interests by EDS and the EDS Subsidiaries after September 29, 2004 (including (x) any issuances of Equity Interests by EDS and the EDS Subsidiaries in exchange for or upon conversion into Equity Interests in EDS or any of the EDSSubsidiaries of Indebtedness of any Person, and (y) any issuances upon exercises of any options or warrants to purchase Equity Interests in EDS or any EDS Subsidiary) minus (d) 50 percent of the aggregate amount of any nonrecurring expensesor charges (not to exceed $300,000,000 in the aggregate after September 29, 2004) taken or incurred on or after September 30, 2004.” 

 

(i) The definition of “Permitted Receivables Financing” is amended in its entirety to read as follows: 

 

“‘Permitted Receivables Financing’ means financingarrangements (including those arrangements referred to in this Agreement) pursuant to which EDS or one or more of the EDS Subsidiaries (or a combination thereof) realizes cash proceeds in respect of Financed Receivables and Financed ReceivableRelated Security by selling or otherwise transferring such Financed Receivables and Financed Receivable Related Security (on a non-recourse basis, other than Standard Securitization Undertakings) to one or more Receivables Subsidiaries, and suchReceivables Subsidiary or Receivables Subsidiaries realize cash proceeds in respect of such Financed Receivables and Financed Receivable Related Security pursuant to a revolving committed financing arrangement, provided that, with respect toany such financing arrangements other than those referred to in this Agreement, (a) EDS shall deliver to the Agent copies of all documentation entered into in connection with any such financing arrangements to the extent not otherwise delivered tothe Agent and (b) EDS represents, in a certificate of the Chief Financial Officer, Treasurer or Assistant Treasurer of EDS delivered to the Agent, that the terms and conditions of such financing arrangements are customary for accounts receivablesecuritization financings (which representation may be based on advice of EDS’s advisors to the extent EDS has no reason to believe that such financing arrangements are not customary for accounts receivable securitization financings).”

 

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 (j)The definition of “Post 9/30/03 One-Time Charges” is deleted in its entirety. 
 
 (k)A new definition of “Swap Agreement” is added to read in its entirety as follows: 
 

“‘Swap Agreement’ means any agreement with respect to any swap, forward, future or derivativetransaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk orvalue or any similar transaction or any combination of these transactions, provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees orconsultants of EDS or EDS Subsidiaries shall be a Swap Agreement.” 

 
 (l)The definition of “Total Indebtedness is amended in its entirety to read as follows: 
 

“‘Total Indebtedness’ means, as of any date, the sum, without duplication, of (i) the aggregateprincipal amount of Indebtedness of EDS and the EDS Subsidiaries outstanding as of such date, in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP, (ii) the aggregateprincipal amount of indebtedness outstanding as of such date of Persons other than of EDS and the EDS Subsidiaries, in the amount that would be reflected on a balance sheet of any such Person prepared as of such date on a consolidated basis inaccordance with GAAP, to the extent Guaranteed by EDS or any EDS Subsidiaries, (iii) all Capital Lease Obligations and Synthetic Lease Obligations of EDS and the EDS Subsidiaries, determined on a consolidated basis, as of such date, (iv) allobligations, contingent or otherwise, of EDS and the EDS Subsidiaries as account parties in respect of letters of credit (except, in the case of performance letters of credit, to the extent no drawings have been made thereunder) and bank guaranties(except, in the case of bank guaranties of performance, to the extent no drawings have been made thereunder) and (v) all Receivables Financing Debt as of such date.” 

 

SECTION 2. Other Amendment to the Agreement. Upon effectiveness of the Amendment Agreement in accordance with Section3, the Agreement is further amended by amending Section 7.01(m) in its entirety to read as follows: 

 

“(m) (i) Net Worth shall at any time be less than the Minimum Net Worth, (ii) the Leverage Ratio shall at any time (A) from July 1, 2004 to andincluding June 30, 2005, exceed 2.50 to 1.00, (B) from July 1, 2005 to and including December 31, 2005, exceed 2.25 to 1.00 and (C) from January 1, 2006 and thereafter, exceed 2.00 to 1.00 or (iii) the ratio of (A) the difference between (1)Consolidated EBITDAR for any period of four consecutive fiscal quarters ending on any date during any period set forth in clauses (X), (Y) and (Z) below and (2) Capital Expenditures for such period to (B) Consolidated Fixed Charges for such periodshall be less than (X) for the period from July 1, 2004 to and including June 30, 2005, 1.10 to 1.00, (Y) for the period from July 1, 2005 to and including December 31, 2005, 1.15 to 1.00 and (Z) for the period from January 1, 2006 and thereafter,1.25 to 1.00.” 

 

SECTION 3. Effectiveness. ThisAmendment Agreement shall become effective as of the date hereof at such time that executed counterparts of this Amendment Agreement have been delivered by each party hereto to the other parties hereto. 

 

SECTION 4. Representations and Warranties. Each of the Seller and theCollection Agent makes each of the representations and warranties contained in Section 4.01 and Section 4.02, respectively, of the Agreement (after giving effect to this Amendment Agreement). 

 

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SECTION 5. Confirmation of Undertakings. EDS confirms and agrees that, notwithstanding theeffectiveness of this Amendment Agreement, the Undertakings heretofore executed and delivered by it are, and shall continue to be, in full force and effect and shall apply to the Agreement as amended by this Amendment Agreement, and the Undertakingsare hereby ratified and confirmed. 

 

SECTION 6. Confirmationof Agreement. Each reference in the Agreement to “this Agreement” or “the Agreement” shall mean the Agreement as amended by this Amendment Agreement, and as hereafter amended or restated. Except as herein expressly amended,the Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms. 

 

SECTION 7. Costs and Expenses. The Seller agrees to pay on demand all reasonable costs and expenses in connection with the preparation, executionand delivery of this Amendment Agreement and any other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent, the Investors and the Banks with respectthereto.****

 

**SECTION 8. GOVERNING LAW. THISAMENDMENT AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWSPRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.**

 

SECTION 9. Execution in Counterparts. This Amendment Agreement may be executed in any number of counterparts and by different parties hereto inseparate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this AmendmentAgreement by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment Agreement. 

 

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IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be executed by their respectiveofficers thereunto duly authorized, as of the date first above written. 

 
**LEGACY RECEIVABLES LLC**
By:
 
Anthony Glasby

Title:
 
Assistant Treasurer

**CAFCO, LLC**

By:
 
Citicorp North America, Inc.,
  
as Attorney-in-Fact
  
By:
 
Kimberly A. Conyngham
    
Vice President

**CIESCO, LLC**

By:
 
Citicorp North America, Inc.,

as Attorney-in-Fact
  
By:
 
Kimberly A. Conyngham
    
Vice President
**CITICORP NORTH AMERICA, INC.,**as agent****
By:
 
Kimberly A. Conyngham
  
Vice President
**CITIBANK, N.A.**
By:
 
Kimberly A. Conyngham
  
Vice President
**ELECTRONIC DATA SYSTEMS CORPORATION**
By:
 
Anthony Glasby

Title:
 
Assistant Treasurer
**EDS INFORMATION SERVICES L.L.C.**
By:
 
Anthony Glasby

Title:
 
Assistant Treasurer

 

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