Amendment No. 4 to Receivables Purchase Agreement

Exhibit 10.14

Amendment No. 4 to Receivables Purchase Agreement

This AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT, dated as of March 5, 2004 (this “ Amendment Agreement ”), is made by and among Legacy Receivables LLC (the “ Seller ”), CAFCO, LLC (“ CAFCO ”), CIESCO, LLC (“ CIESCO ”), Citibank, N.A. (“ Citibank ”), Citicorp North America, Inc., as agent (“the “ Agent ”) for the Investors and the Banks (each as defined in the Agreement referred to below), Electronic Data Systems Corporation (“ EDS ”), and EDS Information Services L.L.C. (the “ Originator ”).

Preliminary Statements . (1) The Seller, CAFCO, CIESCO, Citibank, the Agent, EDS and the Originator are parties to a Receivables Purchase Agreement, dated as of December 27, 2002, as amended as of January 1, 2003, as of June 30, 2003 and as of December 26, 2003 (the “ Agreement ”; capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Agreement).

(2) The Seller, CAFCO, CIESCO, Citibank, the Agent, EDS and the Originator have agreed to further amend the Agreement.

NOW, THEREFORE, the parties agree as follows:

SECTION 1. Amendments to Section 1.01 of the Agreement . Upon effectiveness of this Amendment Agreement in accordance with Section 4, Section 1.01 of the Agreement is amended by adding the following definitions in their proper alphabetical order:

“‘ Account ’ means, collectively, (a) an “account” as such term is defined in the UCC as in effect from time to time in the State of New York or under other relevant law, and (b) EDS’s or any EDS Subsidiary’s rights to payment for goods sold or leased or services performed, including all such rights evidenced by an account, note, contract, security agreement, chattel paper, or other evidence of indebtedness or security.”

“‘ Aggregate Payable Offset ’ means the sum of the Payable Offsets as of the last day of any calendar month for each of the 15 Obligors whose Receivables then in the Receivables Pool have the greatest aggregate Outstanding Balances as of that date.”

“‘ Allocation Percentage ’ means, at any time, the sum of the Receivable Interest percentages at such time, based on the information in the most recent Daily Report.”

“‘ Amortization Period ’ means the period commencing on the day following the last day of the Revolving Period and ending on the later of the Facility Termination Date and the date on which no Capital of or Yield on any Receivable Interest shall be outstanding and all other amounts owed by the Seller to the Investors, the Banks, the Agent and the Collection Agent shall be paid in full.”

“‘ Applicable Margin ’ means, at any time, the percentage determined pursuant to the following grid based on the Debt Ratings of EDS at the time:

In the event that (a) the S&P Debt Rating and Moody’s Debt Rating fall within different Rating Levels, the lower Rating Level will apply, (b) the Debt Rating of either S&P or Moody’s (but not both) is not available, the Debt Rating which is available will apply, and (c) a Debt Rating is not available from S&P and is also not available from Moody’s, then the lowest Rating Level (lower than BB/Ba2) shall apply. As an example of the application of clause (a) above, if EDS’ Debt Rating is BBB-/Ba1, Rating Level BB+/Ba1 shall apply.”

“‘ Capital Expenditures ’ means, for any period, the sum of, without duplication, (a) net cash used in investing activities, excluding (i) proceeds from sales of marketable securities, (ii) proceeds from divested assets, (iii) payments relating to acquisitions, net of cash acquired and (iv) payments for purchases of marketable securities, plus (b) amounts identified as “Other” in the cash flow from investing activities section of the consolidated statement of cash flows related to proceeds from sale of plant, property and equipment, and payments and proceeds from purchases and sales of land held for development, in each case, of EDS and the EDS Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of EDS and the EDS Subsidiaries for such period prepared in accordance with GAAP.”

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“‘ Capital Lease Obligations ’ of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.”

“‘ Cash Collateral Account ’ has the meaning specified in Section 6.09.”

“‘ Cash Collateral Agreement ’ has the meaning specified in Section 6.09.”

“‘ Cash Collateral Bank ’ has the meaning specified in Section 6.09.”

“‘ Consolidated EBITDA ’ means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) any extraordinary non-cash charges for such period recognized in accordance with GAAP, (v) any nonrecurring expenses or charges for such period (not to exceed (x) in the case of non-cash expenses and charges, in each case relating to divestitures, $300,000,000 in the aggregate from and after September 29, 2003 and (y) in the case of all other cash and non-cash expenses and charges, $300,000,000 in the aggregate from and after September 29, 2003, (vi) any restructuring charges and asset write-downs for such period in connection with the restructuring plans announced by EDS on June 18, 2003 and disclosed in the EDS earnings announcement on July 23, 2003 (not to exceed $475,000,000, on a pre-tax basis, during fiscal years 2003 and 2004 of EDS in the aggregate), (vii) the portion applicable to such period of the one-time non-cash cumulative accounting adjustment as of January 1, 2003 resulting from the adoption by EDS of EITF 00-21, ‘Accounting for Revenue Arrangements with Multiple Deliverables’, of the Emerging Issues Task Force of the Financial Accounting Standards Board (the sum of such portions not to exceed $2,200,000,000, on an after-tax basis, in the aggregate from and after September 29, 2003), (viii) the portion applicable to such period of the one-time non-cash cumulative accounting adjustment as of January 1, 2003 resulting from the adoption by EDS of SFAS No. 143, ‘Accounting for Asset Retirement Obligations’ of the Financial Accounting Standards Board (the sum of such portions not to exceed $20,000,000, on an after-tax basis, in the aggregate from and after September 29, 2003), (ix) for the first quarter of fiscal year 2003 of EDS, any non-recurring charges or losses for such period relating to executive severance in an aggregate amount equal to $48,000,000, (x) for the fourth quarter of fiscal year 2002 of EDS, any

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non-recurring charges or losses for such period in an aggregate amount equal to $41,000,000, on a pre-tax basis, relating to leveraged leases entered into with United Airlines, Inc., (xi) the amount set forth below for such period under the heading ‘Additional EITF 00-21 Amount’ to reflect the adoption by EDS of EITF 00-21, ‘Accounting for Revenue Arrangements with Multiple Deliverables’, of the Emerging Issues Task Force of the Financial Accounting Standards Board and (xii) any non-cash compensation arising from any grant of stock options or other equity based awards minus (b) without duplication and to the extent included in determining such Consolidated Net Income, any extraordinary gains for such period, all determined on a consolidated basis in accordance with GAAP. For purposes of calculating Consolidated EBITDA for the first and second quarters of fiscal year 2003 of EDS in connection with the determination of the Leverage Ratio or Consolidated EBITDAR for any period including such quarters, the restatement of EDS’ consolidated financial statements for such quarters required by changes in accounting principles shall be disregarded. For purposes of calculating Consolidated EBITDA for any period (each, a ‘ Reference Period ’) in connection with a determination of the Leverage Ratio for such period, if during such Reference Period (or, in the case of pro forma calculations, during the period from the last day of such Reference Period to and including the date as of which such calculation is made) EDS or any EDS Subsidiary shall have made a Material Disposition or Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Reference Period (with the Reference Period for the purposes of pro forma calculations being the most recent period of four consecutive fiscal quarters for which the relevant financial information is available), provided that such pro forma calculations for a Material Acquisition or Material Disposition shall not give effect to operating expense reductions and other cost savings other than operating expense reductions and other cost savings actually realized in connection with such Material Acquisition or Material Disposition. As used in this definition, ‘ Material Acquisition ’ means any acquisition or series of related acquisitions that involves consideration (including any non-cash consideration) with a fair market value in excess of $100,000,000; and ‘ Material Disposition ’ means any disposition of property or series of related dispositions of property that involves consideration (including any non-cash consideration) with a fair market value in excess of $100,000,000.”

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“ ‘Consolidated EBITDAR ’ means, for any period, Consolidated EBITDA for such period plus, without duplication and to the extent deducted in determining Consolidated Net Income for such period, the aggregate rental expense under all cancelable and non-cancelable operating leases with respect to Tangible Assets of EDS and the EDS Subsidiaries for such period, all determined on a consolidated basis in accordance with GAAP.”

“‘ Consolidated Fixed Charges ’ means, for any period, the sum of (a) Consolidated Interest Expense for such period, (b) the aggregate amount of all Dividends paid by EDS and the EDS Subsidiaries (other than in the form of common Equity Interests in EDS) for such period and (c) the aggregate rental expense under all cancelable and non-cancelable operating leases with respect to Tangible Assets of EDS and the EDS Subsidiaries for such period, all determined on a consolidated basis in accordance with GAAP.”

“‘ Consolidated Interest Expense ’ means, for any period, without duplication, the sum of (a) the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of EDS and the EDS Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP plus (b) the interest-equivalent costs associated with any Permitted Receivables Financing and any other arrangements pursuant to which Financed Receivables are sold in connection with a securitization or similar transaction (excluding for the avoidance of doubt the NMCI Transaction), whether accounted for as interest expense or loss on the sale of receivables.”

“‘ Consolidated Net Income ’ means, for any period, the net income or loss of EDS and the EDS Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, provided that there shall be excluded (a) the income or loss of any Person (other than EDS) in which any other Person (other than EDS or any EDS Subsidiary or any director holding qualifying shares in compliance with applicable law) owns an Equity Interest, except the income or loss of such Person corresponding to the percentage of Equity Interests in such Person owned directly or indirectly by EDS (other than, in the case of income, that portion of such income subject to a prohibition, restriction or condition which prevents or impairs the payment of dividends or other distributions by such Person to EDS or any EDS Subsidiary), and (b) the income or loss of any Person accrued prior to the date it becomes an EDS Subsidiary or is merged into or consolidated with EDS or any EDS Subsidiary or the date that such Person’s assets are acquired by EDS or any EDS Subsidiary.”

“‘ Customer Finance Transaction ’ means an arrangement whereby (a) (i) a financial institution or its designee that is not an Affiliate of EDS finances the acquisition of, or acquires, equipment or other assets for use in connection with a

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particular client contract pursuant to which EDS or an EDS Subsidiary provides services to a client of EDS or such EDS Subsidiary, (ii) the acquirer of such equipment or assets provides such equipment or assets to the client or leases such equipment or assets to EDS or such EDS Subsidiary on a non-recourse or limited recourse basis (providing recourse to EDS or such EDS Subsidiary only in the event of nonperformance by EDS or such EDS Subsidiary of such client contract or failure by EDS or such EDS Subsidiary to perform its obligations, other than debt payments or lease payments, under the terms of the documents governing such arrangement) for use in connection with such client contract and (iii) EDS or such EDS Subsidiary assigns all or a portion of the payments due to EDS or such EDS Subsidiary under such client contract to the financial institution or its designee that finances the acquisition of, or acquires, the applicable equipment and other assets, and amounts due to such financial institution or its designee are paid from the cash flows from such client contract, or (b) in connection with a particular client contract pursuant to which EDS or an EDS Subsidiary provides services to a client of EDS or such EDS Subsidiary, EDS or such EDS Subsidiary sells, on a non-recourse or limited recourse basis (providing recourse to EDS or such EDS Subsidiary only in the event of nonperformance by EDS or such EDS Subsidiary of such client contract or failure by EDS or such EDS Subsidiary to perform its obligations, other than debt payments or lease payments, under the terms of the documents governing such arrangement), all or a portion of the payments due to EDS or such EDS Subsidiary under such client contract to finance the acquisition of equipment or other assets to be used in connection with such client contract, provided that to the extent that any obligation of EDS or any EDS Subsidiary related to any such arrangement described in clauses (a) or (b) is required in accordance with GAAP to be reflected as debt on the consolidated balance sheet of EDS, then to such extent, such arrangement shall not constitute a Customer Finance Transaction. For the avoidance of doubt, the NMCI Transaction shall constitute a Customer Finance Transaction.”

“‘ Daily Report ’ means the portion of Annex A hereto designated as such and containing such additional information as the Agent may reasonably request from time to time, furnished by the Collection Agent pursuant to Section 6.02(g)(iii) or 6.02(g)(iv).”

“‘ Daily Reporting Period ’ means (i) any period during which EDS’ Debt Rating is less than BB+ by S&P or less than Ba1 by Moody’s or (ii) so long as EIS is the Collection Agent and a Daily Reporting Period is not otherwise in effect pursuant to clause (i) of this definition, any period commencing on the Business Day designated in a notice given by the Collection Agent to the Agent, which notice (x) states that the Collection Agent has elected to commence a period during which Daily Reports will be required to be provided under Section 6.02(g)(iii) and (y) is accompanied by five completed Daily Reports for the five Business Days preceding the date the notice is given, and ending on the Business Day designated in a subsequent notice given by the Collection Agent to the Agent, which notice states that the Collection Agent has elected to terminate such optional period during which Daily Reports will be required to be provided under Section 6.02(g)(iii).”

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“‘ Deposit Account ’ means an account maintained at a Deposit Account Bank for the purpose of receiving Collections which is not associated with a post office box or lock-box.”

“‘ Deposit Account Agreement ’ means an agreement with a Deposit Account Bank, in form and substance satisfactory to the Agent, pursuant to which the Agent obtains control over the relevant Deposit Account.”

“‘ Deposit Account Bank ’ means any bank holding one or more Deposit Accounts.”

“‘ Deposit Date ’ means each day on which any Collections are deposited in any of the Lock-Box Accounts or on which the Collection Agent shall receive Collections of Receivables (including, without limitation, deemed Collections).”

“‘ Dividend ’ means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in EDS or any EDS Subsidiary to the extent paid to a Person that is not EDS or an EDS Subsidiary or (b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in EDS or any EDS Subsidiary, any performance unit, stock appreciation right, phantom stock right or other right the price or value of which is linked to the price or value of any Equity Interests in EDS or any EDS Subsidiary or any option, warrant or other right to acquire any such Equity Interests in EDS or any EDS Subsidiary, in each case, in the case of this clause (b), to the extent paid to a Person that is not an EDS Subsidiary, provided , that the aggregate amount of Dividends shall be reduced by the aggregate amount of funds received from employees of EDS or any EDS Subsidiary to acquire Equity Interests of EDS.”

“‘ EDS Subsidiary ’ means, with respect to EDS at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of EDS in EDS’ consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or

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other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held by EDS or one or more Subsidiaries of EDS or by EDS and one or more Subsidiaries of EDS, provided that the term “EDS Subsidiary” shall not include any Person organized as a non-profit entity.”

“‘ Equity Interests ’ means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.”

“‘ FELINE PRIDES ’ means the 32,200,000 FELINE PRIDES (initially consisting of 28,000,000 Income Prides) issued by EDS pursuant to the Indenture, dated as of August 12, 1996, between EDS and Texas Commerce Bank National Association (succeeded by Chase Bank of Texas National Association, which was succeeded by The Chase Manhattan Bank), as trustee, and the Second Supplemental Indenture, dated as of June 26, 2001, between EDS and The Chase Manhattan Bank, as trustee, as described in the Prospectus Supplement dated June 20, 2001.”

“‘ Financed Receivable ’ means an Account owing to EDS or any EDS Subsidiary (before its transfer to a Receivables Subsidiary), whether now existing or hereafter arising, together with all cash collections and other cash proceeds in respect of such Account, including all yield, finance charges or other related amounts accruing in respect thereof and all cash proceeds of Financed Receivable Related Security with respect to such Financed Receivable.”

“‘ Financed Receivable Related Security ’ means, with respect to any Financed Receivable:

(1) all of EDS’s or the applicable EDS Subsidiary’s right, title and interest in and to any goods, the sale of which gave rise to such Financed Receivable;

(2) all security pledged, assigned, hypothecated or granted to or held by EDS or the applicable EDS Subsidiary to secure such Financed Receivable;

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(3) all guaranties, endorsements and indemnifications on, or of, any Financed Receivable or any of the foregoing (other than by EDS or any EDS Subsidiary that is not a Receivables Subsidiary);

(4) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith;

(5) all books, records, ledger cards and invoices related to such Financed Receivable or any of the foregoing, whether maintained electronically, in paper form or otherwise;

(6) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties and certificates from filing or other registration officers;

(7) all credit information, reports and memoranda relating thereto;

(8) all other writings related thereto; and

(9) all proceeds of any of the foregoing.”

“‘ GAAP ’ means all applicable generally accepted accounting principles of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board which are applicable as of the date in question.”

“‘ Guarantee ’ of or by any Person (the ‘ guarantor ’) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other financial obligation of any other Person (the ‘ primary obligor ’) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit (except, in the case of performance letters of credit, to the extent no drawings have been made thereunder) or letters of guaranty or bank guaranties (except, in the case of performance letters of guaranty and bank guaranties of performance, to the extent no drawings have been made thereunder) issued to support such Indebtedness or obligation, provided , that the term Guarantee shall not include (x) endorsements for collection or deposit in the ordinary course of business and (y) guarantees by a guarantor of obligations of any EDS Subsidiary directly or indirectly wholly owned by EDS arising pursuant to operating leases (other than Synthetic Leases) of such EDS Subsidiary.”

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“‘ Indebtedness ’ of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Adverse Claim on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others (including pursuant to any Synthetic Lease or similar arrangement), (h) all Capital Lease Obligations and Synthetic Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit (except, in the case of performance letters of credit, to the extent no drawings have been made thereunder) and letters of guaranty or bank guaranties (except, in the case of performance letters of guaranty and bank guaranties of performance, to the extent no drawings have been made thereunder), (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) all Receivables Financing Debt of such Person. The Indebtedness of any Person shall (a) include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor, (b) subject to the proviso to the definition of ‘Customer Finance Transaction’, exclude any Indebtedness of such Person arising in connection with a Customer Finance Transaction and (c) exclude, for the avoidance of doubt, all obligations of such Person in respect of operating leases (other than Synthetic Leases) of such Person.”

“‘ Leverage Ratio ’ means, on any date, the ratio of (a) Total Indebtedness outstanding as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of EDS ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter of EDS most recently ended prior to such date).”

“‘ Minimum Net Worth ’ means, as of any date of determination, the sum of (a) 85 percent of Net Worth as of September 30, 2003 plus (b) 50 percent of the Consolidated Net Income for each fiscal quarter commencing after September 30, 2003 for which Consolidated Net Income is a positive amount plus (c) 80 percent

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of the amount by which Net Worth is increased as a result of any issuances of Equity Interests by EDS and the EDS Subsidiaries after September 29, 2003 (including (x) any issuances of Equity Interests by EDS and the EDS Subsidiaries in exchange for or upon conversion into Equity Interests in EDS or any of the EDS Subsidiaries of Indebtedness of any Person, other than any such issuances the subject of clause (d) below, and (y) any issuances upon exercises of any options or warrants to purchase Equity Interests in EDS or any EDS Subsidiary) plus (d) 100 percent of the amount by which Net Worth is increased as a result of any issuances of Equity Interests by EDS and the EDS Subsidiaries in exchange for or upon conversion into Equity Interests in EDS or any of the ED