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EXHIBIT (b)(2)
AMENDMENT ONE
TO THE
INTERCOMPANY CREDIT AGREEMENT
BETWEEN
ELECTRONIC DATA SYSTEMS CORPORATION
AND
UNIGRAPHICS SOLUTIONS INC.
This AMENDMENT ONE to the Intercompany Credit Agreement (the
"Agreement") by and between Electronic Data Systems Corporation, a Delaware
corporation ("EDS") and Unigraphics Solutions Inc., a Delaware corporation
("USI"), is effective as of September 1, 2000.
1. Section 2.02 (ii) is hereby amended as follows:
Effective upon the acceptance for payment by USI of shares of
common stock of Engineering Animation Inc. under the tender
offer by USI for such shares, the $70,000,000 limit on
outstanding balances of all Advances from EDS to USI and all
of its subsidiaries (including its non-U.S. subsidiaries that
are parties to credit arrangements with EDS Finance plc) is
hereby increased to $250,000,000 in the aggregate, provided,
however, that the amount of such limit shall be reduced, up to
a maximum reduction of $180,000,000, on a dollar-for-dollar
basis by the amount of any term loan facility (including any
term loan facility with EDS or its affiliates) which USI may
obtain to refinance amounts outstanding hereunder, the terms
of which, in the aggregate, are no less favorable to USI
(taking into account both the term of any such facility as
well as the interest rate).
2. All other provisions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, EDS and USI have caused this Amendment One to the
Agreement to be executed as of the effective date set forth above.
ELECTRONIC DATA SYSTEMS CORPORATION
By: /s/Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Executive Vice President and Chief Financial Officer
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UNIGRAPHICS SOLUTIONS INC.
By: /s/Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Vice President and Chief Financial Officer
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