EDS Contract. Parent hereby waives each provision in the Information Technology Partnership Agreement, dated as of May 2, 2002, by and among Parent, Electronic Data Systems Corporation and EDS Information Services LLC (collectively, "EDS") that prevents EDS or its Affiliates from negotiating or entering into any Contract with ISG or Buyer or from transferring after the Closing Date any or all personnel of EDS or its Affiliates assigned to Parent to ISG or Buyer.
EDS Contract. First Midlothian shall have calculated the cost of terminating that certain data processing agreement between First Bank and Electronic Data Systems ("EDS") dated April 1, 1992 (the "EDS Contract") as of the conversion date selected by Surety, which date shall not be before the Closing Date (the "Termination Fee"), and shall have advised Surety of the amount thereof. Additionally, if requested by Surety, Surety shall have received written confirmation from EDS, satisfactory to Surety, that the Termination Fee, as calculated by First Midlothian, is correct and that upon payment thereof to EDS, the EDS Contract shall be terminated and be of no further force and effect.
EDS Contract. On September 13, 1994, the Bank and Electronic Data Systems Corporation ("EDS") entered into that certain Agreement for Information Technology Services (the "EDS Agreement"). The EDS Agreement provides for EDS to render various specified data processing services to the Bank for a fixed monthly rate of $18,563 per month for designated "basic" services plus additional charges for certain "optional" services that the Bank may call upon EDS to perform. The initial term of the EDS Agreement is for a period of five years from September 13, 1994. Under Section 7.2 of the EDS Agreement, if 50% or more of the stock or assets of the Bank change hands, the EDS Agreement may be terminated "upon the consummation of such acquisition or on a mutually agreeable date thereafter." However, in the event of such termination, EDS is entitled to receive liquidated damages, as described in Section 7.6. Under Section 7.6, EDS is entitled to receive the SUM of (a) all actual disengagement costs and expenses reasonably incurred by EDS in connection with termination PLUS a 25% "management fee" on such costs; AND (b) an amount equal to 80% of the total compensation "which would have been paid to EDS" under this the EDS Agreement during the remainder of its term. (The EDS Agreement provides that EDS' total expected compensation is to be determined by multiplying the number of months remaining in the initial term by the average monthly charge to the Bank for the 12 months preceding the month in which notice of termination was given.) On September 13, 1994, the Bank and EDS entered into a Addendum to the EDS Agreement ("the Addendum"). The Addendum provides that the liquidated damages provisions of Section 7.6 of the EDS Agreement DO NOT APPLY if: (a) the Bank changes ownership prior to September 13, 1996; AND (b) the Bank gives EDS 180 days prior written notice of the termination. In such event, EDS' liquidated damages under the EDS Agreement are limited to the actual expenses incurred by EDS as a part of the deconversion process.
