Computer Sciences (CSC) 10-Q 2003 Q2 Quarterly report

FIRST AMENDMENT
TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT (Short Term Facility)

                    ThisFIRSTAMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Short Term Facility)(this "Amendment") is dated as of August 16, 2002 and entered into by and among Computer Sciences Corporation, a Nevada corporation (the "Company"), as Borrower, the financial institutions (the "Lenders") listed on the signature pages hereof, and Citicorp USA, Inc. ("CUSA"), as administrative agent (the "Agent") for the Lenders, and is made with reference to that certain Second Amended and Restated Credit Agreement (Short Term Facility) dated as of August 16, 2001 (the "Existing Credit Agreement"), by and among the Company, the lenders listed on the signature pages thereof, and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Existing Credit Agreement.

RECITALS

                    WHEREAS, the Company, the Agent and the Lenders desire to amend the Existing Credit Agreement (a) to extend the Commitment Termination Date, as previously extended to August 16, 2002, for an additional period terminating on August 15, 2003 (b) to increase the aggregate amount of the Commitments, as permitted in Section 2.18 of the Existing Credit Agreement by $33,500,000 so that the aggregate amount of the Commitments is $350,000,000, and (c) to modify certain other provisions.

                    NOW, THEREFORE,in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

	Section 1.        AMENDMENTS TO THE EXISTING CREDIT AGREEMENT
1.1	Amendments to Article I: Definitions and Accounting Terms
		A.        Section 1.01 of the Existing Credit Agreement is hereby amended by
deleting, in the definition of "Commitment Termination Date," the date "August 17, 2001" and substituting in lieu thereof the date "August 15, 2003."
		B.        Section 1.01 of the Existing Credit Agreement is hereby further
amended by adding in the definition of "Daily Margin," the following at the end of such definition:
	"Notwithstanding anything to the contrary set forth in this definition, if the Term Loans are made, the Daily Margin for all Advances comprising the Term Loans shall be the rate per annum for the applicable Level in the third column above (Daily Margin when Utilization Ratio is greater than 0.65:1.00)plus 0.25%."

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1.2	Amendments to Schedules
		A.        Schedule I to the Existing Credit Agreement is hereby amended by
deleting saidSchedule I in its entirety and substituting in place thereof a new Schedule I in the form ofAnnex I to this Amendment.
		B.        Schedule III to the Existing Credit Agreement is hereby amended by
deleting saidSchedule III in its entirety and substituting in place thereof a newSchedule III in the form ofAnnex II to this Amendment.
	Section 2.        CONDITIONS TO EFFECTIVENESS
		This Amendment shall become effective upon receipt by the Agent of all
of the following , in form and substance satisfactory to the Agent and the Lenders (the date of satisfaction of such condition being referred to herein as the "First Amendment Effective Date"):
		A.        Documents. On or before the First Amendment Effective Date,
Company shall deliver to the Lenders (or to Agent for the Lenders with sufficient originally executed copies, where appropriate, for each Lender and its counsel a certificate of a Secretary or an Assistant Secretary of the Company, dated the First Amendment Effective Date, certifying (a) the correctness and completeness of the copies of the Company's Certificate of Incorporation and Bylaws previously delivered to the Agent, (b) the names and true signatures of the officers of the Company authorized to sign this Amendment and the other documents to be delivered by the Company hereunder, and (c) the correctness and completeness of the copies of the resolutions of the Board of Directors of the Company previously delivered to the Agent.
		B.        Execution of Amendment. This Amendment executed by each party
hereto.
		C.        Legal Opinion. A favorable opinion of Hayward D. Fisk, Esq., General
Counsel of the Company, substantially in the form of Exhibit 1 hereto.
		D.        Absence of Indebtedness; Payment of Fees. Evidence satisfactory to
the Agent of (i) the absence of any indebtedness of the Company under the Existing Credit Agreement (including borrowings and accrued interest) and (ii) the payment of fees payable, if any, by the Company under the Existing Credit Agreement.
	Section 3.        THE COMPANY'S REPRESENTATIONS AND WARRANTIES
		In order to induce the Agent and the Lenders to enter into this Amendment and
to amend the Existing Credit Agreement as described herein, the Company represents and warrants to the Agent and each Lender that the following statements are true, correct and complete on and as of the First Amendment Effective Date:
		A.        Due Authorization, etc. The execution, delivery and performance by the
Company of this Amendment and the Existing Agreement, as amended by this Amendment

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(the "Amended Agreement"), are within the Company's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Company's certificate of incorporation or bylaws or (ii) law or any material contractual restriction binding on or affecting the Company.
		B.        Governmental Consent. No authorization or approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Company of this Amendment or the Amended Agreement.
		C.        Validity. This Amendment has been duly executed and delivered by the
Company, and each of this Amendment and the Amended Agreement is the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, arrangement, moratorium and other similar laws affecting creditors' rights generally and to the application of general principles of equity.
		D.        Incorporation of Representations and Warranties From the Existing
Credit Agreement. The representations and warranties contained in Section 4.01 of the Existing Credit Agreement are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.
		E.        Absence of Default. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default.
	Section 4.        MISCELLANEOUS
		A.        Effect of this Amendment. The execution, delivery and performance of
this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Agent or any Lender under, the Amended Agreement.
		B.        Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.
		C.        Applicable Law. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
		D.        Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts

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together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment (other than Section 1 hereof, the effectiveness of which is governed by Section 2 hereof) shall become effective upon the execution of a counterpart hereof by the Company, the Lenders, and the Agent and receipt by the Agent of written or telephonic notification of such execution and authorization of delivery thereof.

[Remainder of page intentionally left blank.]

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                    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

COMPUTER SCIENCES CORPORATION, a Nevada corporation

By /s/ Leon J. Level                                             

Name: Leon J. Level

Title: Vice President and Chief Financial Officer

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CITICORP USA, INC. (As Agent and a Lender)

By /s/ William Timmons                                         

Name: William Timmons

Title: Vice President

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MELLON BANK N.A. (As a Lender)

By /s/ Lawrence C. Ivey                                          

Name: Lawrence C. Ivey

Title: First Vice President

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WACHOVIA BANK, NATIONAL ASSOCIATION formerly known as FIRST UNION NATIONAL BANK
(As a Lender)

By /s/ Anne L. Sayles                                                           

Name: Anne L. Sayles

Title: Director

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THE BANK OF NOVA SCOTIA (As a Lender)

By /s/ Ed Kofman                                                    

Name: Ed Kofman

Title: Director

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THE BANK OF NEW YORK (As a Lender)

By /s/ Mehrasa Raygani                                          

Name: Mehrasa Raygani

Title: Vice President

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WELLS FARGO BANK, N.A. (As a Lender)

By /s/ Lucy Nixon                                                   

Name: Lucy Nixon

Title: Vice President

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THE ROYAL BANK OF SCOTLAND, Plc
(As a Lender)

By /s/ Julian Dakin                                                  

Name: Julian Dakin

Title: Senior Vice President

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STANDARD CHARTERED BANK
(As a Lender)

By /s/ Frieda Youlios                                              

Name: Frieda Youlios

Title: Vice President

By /s/ Robert Reddington                                        

Name: Robert Reddington

Title: AVP/Credit Documentation

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JPMORGAN CHASE BANK
(As a Lender)

By /s/ William P. Rindfuss                                      

Name: William P. Rindfuss

Title: Vice President

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THE NORTHERN TRUST COMPANY
(As a Lender)

By /s/ Eric Dybing                                                   

Name: Eric Dybing

Title: Second Vice President

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DANSKE BANK A/S

By /s/ Michael K. Crawford                                    

Name: Michael K. Crawford

Title: Vice President

By /s/ John A. O'Neill                                             

Name: John A. O'Neill

Title: Assistant General Manager

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SUMITOMO MITSUI BANKING CORPORATION (As a Lender)

By /s/ Azar Shakeri                                                 

Name: Azar Shakeri

Title: Vice President and Manager

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BANCA NAZIONALE DEL LAVORO S.p.A.
(As a Lender)

By /s/ Juan J. Cortes                                                

Name: Juan J. Cortes

Title: Vice President

By /s/ Leonardo Valentini                                       

Name: Leonardo Valentini

Title: First Vice President

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The undersigned hereby agrees to be party to the Second Amended and Restated Credit Agreement dated as of August 16, 2001, as amended by this Amendment.

BANK OF TOKYO-MITSUBISHI, LTD.
Portland Branch(As a Lender)

By /s/ Junji Ban                                                       

Name: Junji Ban

Title: General Manager

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The undersigned hereby agrees to be party to the Second Amended and Restated Credit Agreement dated as of August 16, 2001, as amended by this Amendment.

KEY CORPORATE CAPITAL, INC.
(As a Lender)

By /s/ Robert W. Boswell                                       

Name: Robert W. Boswell

Title: Vice President

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Computer Sciences Corporation

The Lenders party to the Second Amended and Restated Credit Agreement (Short Term Facility) dated as of August 16, 2002 among Computer Sciences Corporation, the Lenders party thereto, and Citicorp USA, Inc. as Administrative Agent and Salomon Smith Barney Inc. as Arranger, August 5, 2002.

DANSKE BANK A/S

By /s/ Michael K. Crawford                                    

Name: Michael K. Crawford

Title: Vice President

By /s/ John A. O'Neill                                             

Name: John A. O'Neill

Title: Assistant General Manager

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The undersigned hereby agrees to be party to the Second Amended and Restated Credit Agreement dated as of August 16, 2001, as amended by this Amendment.

U.S. BANK, N.A. (As a Lender)

By /s/ David W. Johnson                                         

Name: David W. Johnson

Title: Corporate Banking Office

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ANNEX I
SCHEDULE I
APPLICABLE LENDING OFFICES

Bank	Domestic Lending Office	Eurodollar Lending Office
Citicorp USA, Inc.	Citicorp USA, Inc. Citibank Agency Services 2 Penns Way, Suite 200 New Castle, DE 19720 Attention: Janet Wallace Telephone No: (302) 894-6029 Facsimile No: (302) 894-6120	Citicorp USA, Inc. Citibank Agency Services 2 Penns Way, Suite 200 New Castle, DE 19720 Attention: Janet Wallace Telephone No: (302) 894-6029 Facsimile No.: (302) 894-6120
The Chase Manhattan Bank	The Chase Manhattan Bank 270 Park Avenue New York, NY 10017 Attention: John Kowalczuk Telephone No.: (212) 270-6782 Facsimile No.: (212) 270-4584	The Chase Manhattan Bank 1 Chase Manhattan Plaza 8th Floor, New York NY 10081 Attention: Elaine Augustine Telephone No.: (212) 552-7489 Facsimile No.: (212) 552-5700
Mellon Bank, N.A.	Mellon Bank, N.A. Three Mellon Center, Room 1203 Pittsburgh, PA 15259 Attention: Loan Administration Telephone No.: (412) 234-7365 Facsimile No.: (412) 209-6122	Mellon Bank, N.A. Three Mellon Center, Room 1203 Pittsburgh, PA 15259 Attention: Loan Administration Telephone No.: (412) 234-7365 Facsimile No.: (412) 209-6122
The Bank of New York	The Bank of New York One Wall Street, 2nd Floor New York, NY 10005 Attention: Dawn Hertling Telephone No.: (212) 635-6742 Facsimile No.: (212) 635-6933	The Bank of New York One Wall Street, 2nd Floor New York, NY 10005 Attention: Dawn Hertling Telephone No.: (212) 635-6742 Facsimile No.: (212) 635-6933
Danske Bank A/S, Cayman Islands Branch	Danske Bank, Cayman Islands Branch 299 Park Avenue 14th Floor New York, NY 10171-1499 Attention: Michael K. Crawford Telephone No.: (212) 984-8455 Facsimile No.: (212) 984-9567	Danske Bank, Cayman Islands Branch 299 Park Avenue 14th Floor New York, NY 10171-1499 Attention: Michael K. Crawford Telephone No.: (212) 984-8455 Facsimile No.: (212) 984-9567
Key Corporate Capital, Inc.	Key Corporate Capital, Inc. 601 108th Avenue NE 5th Floor PO Box 90027 Bellevue, WA 98009 Attention: Robert Boswell Telephone No.: (425) 709-4580 Facsimile No.: (425) 709-4587	Key Corporate Capital, Inc. 601 108th Avenue NE 5th Floor PO Box 90027 Bellevue, WA 98009 Attention: Robert Boswell Telephone No.: (425) 709-4580 Facsimile No.: (425) 709-4587
The Bank of Nova Scotia	The Bank of Nova Scotia 580 California Street San Francisco, CA 94104 Attention: Ed Koffman Telephone No.: (415) 986-1100 Facsimile No.: (415) 397-0791	The Bank of Nova Scotia 580 California Street San Francisco, CA 94104 Attention: Ed Koffman Telephone No.: (415) 986-1100 Facsimile No.: (415) 397-0791
U.S. Bank, N.A.	U.S. Bank National Association 555 S.W. Oak Street 4th Floor Mail Code PD-OR-P4CB Portland, OR 97204 Attention: Douglas A Rich Telephone No.: (503) 275-6738 Facsimile No.: (503) 275-5428	U.S. Bank National Association 555 S.W. Oak Street 4th Floor Mail Code PD-OR-P4CB Portland, OR 97204 Attention: Douglas A Rich Telephone No.: (503) 275-6738 Facsimile No.: (503) 275-5428
Wells Fargo Bank	Wells Fargo Bank 707 Wilshire Boulevard, 16th Floor MAC 2818-165 Los Angeles, CA 90017 Attention: Catherine Wallace Telephone No.: (213) 614-4763 Facsimile No.: (213) 614-2569	Wells Fargo Bank 707 Wilshire Boulevard, 16th Floor MAC 2818-165 Los Angeles, CA 90017 Attention: Catherine Wallace Telephone No.: (213) 614-4763 Facsimile No.: (213) 614-2569
First Union National Bank	First Union National Bank 301 S. College St. Mail Code: NC1183 Charlotte, NC 28288 Attention: Todd Tucker Telephone No.: (704) 383-0905 Facsimile No.: (704) 383-7999	First Union National Bank 301 S. College St. Mail Code: NC1183 Charlotte, NC 28288 Attention: Todd Tucker Telephone No.: (704) 383-0905 Facsimile No.: (704) 383-7999
Northern Trust Company	Northern Trust Company 50 S. LaSalle Chicago, IL 60675 Attention: Nicole Boehm Facsimile No.: (312) 630-6062	Northern Trust Company 50 S. LaSalle Chicago, IL 60675 Attention: Nicole Boehm Facsimile No.: (312) 630-6062
The Royal Bank of Scotland Plc	The Royal Bank of Scotland Plc 65 East 55th Street, 24th Floor New York, NY 10022 Attention: Sheila Shaw, Commercial Loans Telephone No.: (212) 401-1406/1424 Facsimile No.: (212) 401-1494	The Royal Bank of Scotland Plc c/o 65 East 55th Street, 24th Floor New York, NY 10022 Attention: Sheila Shaw, Commercial Loans Telephone No.: (212) 401-1406/1424 Facsimile No.: (212) 401-1494
Banca Nazionale del Lavoro	Banca Nazionale del Lavoro S.p.A. New York Branch 25 W. 51st St. New York, NY 10019 Attention: Giulio Giovine Telephone No. (212) 314-0239 Facsimile: (212) 765-2978	Banca Nazionale del Lavoro S.p.A. New York Branch 25 W. 51st St. New York, NY 10019 Attention: Giulio Giovine Telephone No.: (212) 314-0239 Facsimile No.: (212) 765-2978
The Bank of Tokyo-Mitsubishi, Ltd.	The Bank of Tokyo-Mitsubishi, Ltd. Portland Branch 2300 Pacwest Center 1211 S.W. 5th Avenue Portland, OR 97204 Attention: Penny Crisman or Christine Fountain Telephone No.: (503) 227-2375 Facsimile No.: (503) 227-5372	The Bank of Tokyo-Mitsubishi, Ltd. Portland Branch 2300 Pacwest Center 1211 S.W. 5th Avenue Portland, OR 97204 Attention: Penny Crisman or Christine Fountain Telephone No.: (503) 227-2375 Facsimile No.: (503) 227-5372
Standard Chartered Bank	Standard Chartered Bank 7 World Trade Center New York, NY 10048 Attention: Larry Fitzgerald Telephone No.: (212) 667-0107 Facsimile No.: (212) 667-0568	Standard Chartered Bank 7 World Trade Center New York, NY 10048 Attention: Larry Fitzgerald Telephone No.: (212) 667-0107 Facsimile No.: (212) 667-0568
Sumitomo Mitsui Banking Corporation	Sumitomo Mitsui Banking Corporation 277 Park Avenue New York, NY 10172 Attention: John Wichrowski or Claire Kowalski Telephone No.: (212) 224-4336 or (212) 224-4312 Fax No.: 212-224-5197	Sumitomo Mitsui Banking Corporation 277 Park Avenue New York, NY 10172 Attention: John Wichrowski or Claire Kowalski Telephone No.:(212) 224-4336 or (212) 224-4312 Fax No.: 212-224-5197

ANNEX II
SCHEDULE III

LENDER'S COMMITMENTS

Lender	Commitment
Citicorp USA, Inc.	$39,750,000
The Chase Manhattan Bank	$33,750,000
Mellon Bank N.A.	$28,750,000
The Bank of New York	$28,750,000
Danske Bank A/S, Cayman Islands Branch	$25,000,000
Key Corporate Capital, Inc.	$25,000,000
The Bank of Nova Scotia	$25,000,000
U.S. Bank, N.A.	$25,000,000
Wells Fargo Bank	$24,000,000
First Union National Bank	$21,250,000
Northern Trust Company	$15,000,000
The Royal Bank of Scotland Plc	$11,750,000
Banco Nationale del Lavoro	$11,750,000
The Bank of Tokyo-Mitsubishi, Ltd.	$11,750,000
Standard Chartered Bank	$11,750,000
Sumitomo Mitsui Banking Corporation	$11,750,000
Total Commitments:	$350,000,000