Exhibit 10(j)
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April 24, 0000
Xxxxxx Xxxxxx Trust Company of New York
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Gentlemen:
Reference is made to the Registration Rights Agreement dated
as of March 12, 1995 by and between Electronic Data Systems Corporation ("EDS")
(as successor to certain rights and obligations of General Motors Corporation
pursuant to the Succession Agreement dated June 7, 0000 (xxx "Xxxxxxxxxx
Xxxxxxxxx")) xxx Xxxxxx Xxxxxx Trust Company of New York, as trustee (the
"Trustee") of a trust established under the General Motors Hourly-Rate Employees
Pension Plan (the "Pension Plan"), for the account of and on behalf of the
Pension Plan (as amended by the Succession Agreement, the "Registration
Agreement"). Capitalized terms used and not otherwise defined herein shall have
the meanings set forth in the Registration Agreement.
Pursuant to Section 3(b) of the Registration Agreement, at any
time after March 12, 1999 the Pension Plan may deliver a written request that
EDS file with the Commission a Shelf Registration Statement registering up to
the lesser of (i) 40 million shares of Registrable Securities or (ii) the amount
of Registrable Securities that, if transferred, would result in the Pension
Plan's owning 50 million shares of Registrable Securities. The Pension Plan has
requested that EDS file with the Commission a Shelf Registration Statement
covering 40 million shares of Registrable Securities prior to March 12, 1999.
EDS hereby agrees to file with the Commission prior to March 12, 1999 a Shelf
Registration Statement covering 40 million shares of Registrable Securities,
subject to terms of this letter agreement.
The Pension Plan hereby acknowledges that the Shelf
Registration Statement to be filed by EDS pursuant to this letter agreement
shall be effected in accordance with, and will be subject to the terms of, the
Registration Agreement. Specifically, the Pension Plan acknowledges: (A) its
obligation pursuant to clause (iii) of Section 3(d) of the Registration
Agreement to furnish EDS with not less than 10 days notice of a proposed
Transfer pursuant to the Shelf Registration Statement; (B) EDS' right to
postpone the making of a Demand Transfer pursuant to Section 3(f) of the
Registration Agreement; (C) that EDS is not required to file an additional Shelf
Registration Statement prior to March 12, 1999, by virtue of the second
paragraph of Section 3(b) or otherwise; (D) that each sale by the Pension Plan
under the Shelf Registration Statement shall constitute either a "Public
Transfer" or "Negotiated Transfer" for
purposes of Section 3(a) of the Registration Agreement; and (E) its obligations
under the penultimate sentence of Section 3(g) and Section 3(h) regarding the
sale of the Registrable Securities.
This letter agreement may be executed in counterparts, and
shall be deemed to have been duly executed and delivered by all parties when
each party has executed a counterpart hereof and delivered an original or
facsimile copy thereof to the other party. Each such counterpart hereof shall be
deemed to be an original, and all of such counterparts together shall constitute
one and the same instrument.
ELECTRONIC DATA SYSTEMS
CORPORATION
By: /S/ D. XXXXXXX XXXXXXXXXXX
Name: D. Xxxxxxx Xxxxxxxxxxx
Title: Senior Vice President
AGREED TO AND ACCEPTED
GENERAL MOTORS HOURLY-RATE
EMPLOYEES PENSION PLAN
By: UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee of the General
Motors Hourly Employees Pension Trust
By: /S/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
Authorized Agent
