THIRD AMENDMENT TO 364-DAY CREDIT AGREEMENT
This Third Amendment to 364-Day Credit Agreement (the "Amendment"),
dated as of March 12, 2001, is between (i) FactSet Research Systems, Inc.
(the "Borrower"), and (ii) The Chase Manhattan Bank (the "Bank").
WHEREAS, the Borrower and the Bank are parties to a 364-Day Credit
Agreement dated as of November 20, 1998 (the "Credit Agreement"); and
WHEREAS, the Bank and the Borrower desire to amend the Credit
Agreement to extend the Maturity Date.
NOW, THEREFORE, in consideration of the premises herein contained, and
for other good and valuable consideration, receipt of which is
acknowledged, it is hereby agreed as follows:
Section 1. Definitions. Terms used but not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Credit
Agreement.
Section 2. Amendment to Section 1.01. The definition of the term
Maturity Date in Section 1.01 of the Credit Agreement, is superseded and
replaced in its entirety, and amended to read as follows:
"Maturity Date" means March 29th, 2002.
Section 3. Representations. The Borrower hereby represents and
warrants to the Bank that;(i) the covenants, representations and warranties
set forth in Article III of the Credit Agreement are true and correct in
all material respects with the same effect on and as of the date hereof as
if made on and as of the date hereof, except to the extent that such
representations and warranties relate to an earlier date, and as if each
reference therein to the Credit Agreement were a reference to the Credit
Agreement as amended by this Amendment; (ii) no Event of Default or Default
specified in the Credit Agreement has occurred and is continuing; and
(iii) the making and performance by the Borrower of this Amendment have
been duly authorized by all necessary corporate action.
Section 4. Conditions. The amendment set forth in Section 2 above
shall become effective on the date first above written provided that the
Bank shall have received a counterpart of this Amendment duly executed and
delivered by the Borrower.
Section 5. Miscellaneous. Except as expressly provided in this
Amendment, the Credit Agreement shall remain unchanged and in full force
and effect except that each reference therein to "this Agreement",
"herein", "hereunder" and similar terms referring to the Credit Agreement
shall be deemed to refer to the Credit Agreement as amended hereby. This
Amendment (i) shall be deemed to be effective on and as of the date first
above written, (ii) shall be governed by and construed in accordance with
the laws of the State of New York, and (iii) may be executed in
counterparts, each of which taken together shall constitute one and the
same instrument and either of the parties hereto may execute this
Amendment by signing any such counterpart. Should any terms or provisions
of the Credit Agreement conflict with the terms and provisions contained in
this Amendment, the terms and provisions of this Amendment shall prevail.
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Amendment as of the day and year first
above written.
FACTSET RESEARCH SYSTEMS INC. THE CHASE MANHATTAN BANK
By: ______________________________ By: ___________________________
Its: _____________________________ Its: __________________________
