AMENDMENT TO 364-DAY CREDIT AGREEMENT
This Amendment to 364-Day Credit Agreement (the "Amendment"), dated as of
November 18, 1999, 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 hereby amended to read in its
entirety as follows:
"Maturity Date" means November 16, 2000.
Section 3. Representations. The Borrower hereby represents and warrants to
the Bank that: (i) the representations and warranties set forth in Article III
of the Credit Agreement are true and correct in all material respects with the
same effect as if made on the date hereof, except to the extent such
representations and warranties relate to an earlier date; (ii) before and after
giving effect to this Amendment, no Event of Default or Default 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 specifically amended hereby, the Credit
Agreement shall continue in full force and effect in accordance with the
provisions thereof as in existence on the date hereof. After the date hereof,
any reference 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 become effective 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 counterpart
(and by different parties hereto on different counterparts), each of which when
taken together shall constitute a single contract. 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:________________________________
