ELECTRONIC DATA SYSTEMS CORPORATION,
as
Issuer
and
THE
BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,
as
Trustee
___________________
SIXTH SUPPLEMENTAL
INDENTURE
Dated as of August 26,
2008
Table of
Contents
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Page
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ARTICLE I. RELATION TO INDENTURE;
DEFINITIONS.................................................................
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2
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Section 1.1. Relation to Indenture
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2
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Section 1.2. Definitions
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2
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ARTICLE II.
AMENDMENTS...............................................................................................................
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2
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Section 2.1. Conversion of 2021 Notes.
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2
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Section 2.2. Conversion of 2023 Notes
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2
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ARTICLE III.
MISCELLANEOUS.........................................................................................................
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3
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Section 3.1. Adoption, Ratification and Confirmation
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3
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Section 3.2. Multiple Originals
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3
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Section 3.3. Construction of Sixth Supplemental Indenture.
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3
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Section 3.4. Trust Indenture Act Controls
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3
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Section 3.5. Separability Clause
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3
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Section 3.6. Notation on Notes
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3
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SIXTH SUPPLEMENTAL
INDENTURE (this "Sixth Supplemental Indenture"), dated as of August
26, 2008, between Electronic Data Systems Corporation, a Delaware
corporation (the "Company"), and The Bank of New York Mellon Trust
Company, National Association, a New York banking corporation
(successor to JPMorgan Chase Bank), as trustee (the "Trustee").
RECITALS
WHEREAS, the
Company has heretofore executed and delivered to the Trustee an
Indenture, dated as of August 12, 1996 (the "Base Indenture" and,
as amended, the "Indenture"), providing for the issuance from time
to time of one or more series of the Company's debentures, notes,
bonds or other evidence of indebtedness (the "Debt
Securities");
WHEREAS, the
Company has heretofore executed and delivered to the Trustee the
Third Supplemental Indenture to the Base Indenture, dated as of
October 10, 2001 (the "Third Supplemental Indenture"), to provide
for the issuance and delivery by the Company of a series of Debt
Securities designated as its Zero-Coupon Convertible Senior Notes
Due October 10, 2021 (the "2021 Notes");
WHEREAS, the
Company has heretofore executed and delivered to the Trustee the
Fourth Supplemental Indenture to the Base Indenture, dated as of
June 30, 2003 (the "Fourth Supplemental Indenture"), to provide for
the issuance and delivery by the Company of a series of Debt
Securities designated as its 3.875% Convertible Senior Notes Due
2023 (the "2023 Notes," and together with the 2021 Notes, the
"Notes");
WHEREAS, the
Company is party to that certain Agreement and Plan of Merger,
dated as of May 13, 2008, by and among Hewlett-Packard Company, a
Delaware corporation (" HP "), Hawk Merger Corporation, a
Delaware corporation and a wholly owned subsidiary of HP ("
Merger Sub "), and the Company, pursuant to which Merger Sub
will merge with and into the Company, with the Company continuing
as the surviving corporation (the " Merger ") and the
holders of the Company's Common Stock shall receive $25.00 per
share (the " Merger Co
