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

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

                    This FIRST AMENDMENT 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 said Schedule I in its entirety and substituting in place thereof a new Schedule I in the form of Annex I to this Amendment.
		B.        Schedule III to the Existing Credit Agreement is hereby amended by
deleting said Schedule III in its entirety and substituting in place thereof a new Schedule III in the form of Annex 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 Xxxxxxx X. Xxxx, 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/ Xxxx X. Level                                             

Name: Xxxx X. Level

Title: Vice President and Chief Financial Officer

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

By  /s/ Xxxxxxx Xxxxxxx                                         

Name: Xxxxxxx Xxxxxxx

Title: Vice President

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MELLON BANK N.A. (As a Lender)

By  /s/ Xxxxxxxx X. Xxxx                                          

Name: Xxxxxxxx X. Xxxx

Title: First Vice President

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

By  /s/ Xxxx X. Xxxxxx                                                           

Name: Xxxx X. Xxxxxx

Title: Director

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THE BANK OF NOVA SCOTIA (As a Lender)

By  /s/ Xx Xxxxxx                                                    

Name: Xx Xxxxxx

Title: Director

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THE BANK OF NEW YORK (As a Lender)

By  /s/ Xxxxxxx Xxxxxxx                                          

Name: Xxxxxxx Xxxxxxx

Title: Vice President

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

By  /s/ Xxxx Xxxxx                                                   

Name: Xxxx Xxxxx

Title: Vice President

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

By  /s/ Xxxxxx Xxxxx                                                  

Name: Xxxxxx Xxxxx

Title: Senior Vice President

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STANDARD CHARTERED BANK
(As a Lender)

By  /s/ Xxxxxx Xxxxxxx                                              

Name: Xxxxxx Xxxxxxx

Title: Vice President

By  /s/ Xxxxxx Xxxxxxxxxx                                        

Name: Xxxxxx Xxxxxxxxxx

Title: AVP/Credit Documentation

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JPMORGAN CHASE BANK
(As a Lender)

By  /s/ Xxxxxxx X. Xxxxxxxx                                      

Name: Xxxxxxx X. Xxxxxxxx

Title: Vice President

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THE NORTHERN TRUST COMPANY
(As a Lender)

By  /s/ Xxxx Xxxxxx                                                   

Name: Xxxx Xxxxxx

Title: Second Vice President

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DANSKE BANK A/S

By  /s/ Xxxxxxx X. Xxxxxxxx                                    

Name: Xxxxxxx X. Xxxxxxxx

Title: Vice President

By  /s/ Xxxx X. X'Xxxxx                                             

Name: Xxxx X. X'Xxxxx

Title: Assistant General Manager

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SUMITOMO MITSUI BANKING CORPORATION (As a Lender)

By  /s/ Xxxx Xxxxxxx                                                 

Name: Xxxx Xxxxxxx

Title: Vice President and Manager

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

By  /s/ Xxxx X. Xxxxxx                                                

Name: Xxxx X. Xxxxxx

Title: Vice President

By  /s/ Xxxxxxxx Xxxxxxxxx                                       

Name: Xxxxxxxx Xxxxxxxxx

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/ Xxxxxx X. Xxxxxxx                                       

Name: Xxxxxx X. Xxxxxxx

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 Xxxxxxx Xxxxx Xxxxxx Inc. as Arranger, August 5, 2002.

DANSKE BANK A/S

By  /s/ Xxxxxxx X. Xxxxxxxx                                    

Name: Xxxxxxx X. Xxxxxxxx

Title: Vice President

By  /s/ Xxxx X. X'Xxxxx                                             

Name: Xxxx X. X'Xxxxx

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/ Xxxxx X. Xxxxxxx                                         

Name: Xxxxx X. Xxxxxxx

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 0 Xxxxx Xxx, Xxxxx 000 Xxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx Telephone No: (000) 000-0000 Facsimile No: (000) 000-0000	Citicorp USA, Inc. Citibank Agency Services 0 Xxxxx Xxx, Xxxxx 000 Xxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx Telephone No: (000) 000-0000 Facsimile No.: (000) 000-0000
The Chase Manhattan Bank	The Chase Manhattan Bank 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000	The Chase Manhattan Bank 1 Chase Xxxxxxxxx Xxxxx 0xx Xxxxx, Xxx Xxxx XX 00000 Attention: Xxxxxx Xxxxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Mellon Bank, X.X.	Xxxxxx Bank, N.A. Three Mellon Center, Room 1203 Xxxxxxxxxx, XX 00000 Attention: Loan Administration Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000	Mellon Bank, N.A. Three Mellon Center, Room 1203 Xxxxxxxxxx, XX 00000 Attention: Loan Administration Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
The Bank of New York	The Bank of New York Xxx Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000	The Bank of New York Xxx Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Danske Bank A/S, Cayman Islands Branch	Danske Bank, Cayman Islands Branch 000 Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attention: Xxxxxxx X. Xxxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000	Danske Bank, Cayman Islands Branch 000 Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attention: Xxxxxxx X. Xxxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Key Corporate Capital, Inc.	Key Corporate Capital, Inc. 000 000xx Xxxxxx XX 0xx Xxxxx XX Xxx 00000 Xxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000	Key Corporate Capital, Inc. 000 000xx Xxxxxx XX 0xx Xxxxx XX Xxx 00000 Xxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
The Bank of Nova Scotia	The Bank of Nova Scotia 000 Xxxxxxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Xx Xxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000	The Bank of Nova Scotia 000 Xxxxxxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Xx Xxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
U.S. Bank, X.X.	X.X. Bank National Association 000 X.X. Xxx Xxxxxx 4th Floor Mail Code PD-OR-P4CB Xxxxxxxx, XX 00000 Attention: Xxxxxxx X Xxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000	U.S. Bank National Association 000 X.X. Xxx Xxxxxx 4th Floor Mail Code PD-OR-P4CB Xxxxxxxx, XX 00000 Attention: Xxxxxxx X Xxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Xxxxx Fargo Bank	Xxxxx Fargo Bank 000 Xxxxxxxx Xxxxxxxxx, 16th Floor MAC 2818-165 Xxx Xxxxxxx, XX 00000 Attention: Xxxxxxxxx Xxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000	Xxxxx Fargo Bank 000 Xxxxxxxx Xxxxxxxxx, 00xx Floor MAC 2818-165 Xxx Xxxxxxx, XX 00000 Attention: Xxxxxxxxx Xxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
First Union National Bank	First Union National Bank 000 X. Xxxxxxx Xx. Mail Code: XX0000 Xxxxxxxxx, XX 00000 Attention: Xxxx Xxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000	First Union National Bank 000 X. Xxxxxxx Xx. Mail Code: XX0000 Xxxxxxxxx, XX 00000 Attention: Xxxx Xxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Northern Trust Company	Northern Trust Company 00 X. XxXxxxx Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxx Facsimile No.: (000) 000-0000	Northern Trust Company 00 X. XxXxxxx Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxx Facsimile No.: (000) 000-0000
The Royal Bank of Scotland Plc	The Royal Bank of Scotland Plc 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxx, Commercial Loans Telephone No.: (000) 000-0000/1424 Facsimile No.: (000) 000-0000	The Royal Bank of Scotland Plc c/o 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxx, Commercial Loans Telephone No.: (000) 000-0000/1424 Facsimile No.: (000) 000-0000
Banca Nazionale del Lavoro	Banca Nazionale del Lavoro S.p.A. New York Branch 00 X. 00xx Xx. Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone No. (000) 000-0000 Facsimile: (000) 000-0000	Banca Nazionale del Lavoro S.p.A. New York Branch 00 X. 00xx Xx. Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
The Bank of Tokyo-Mitsubishi, Ltd.	The Bank of Tokyo-Mitsubishi, Ltd. Portland Branch 0000 Xxxxxxx Xxxxxx 0000 X.X. 0xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx or Xxxxxxxxx Xxxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000	The Bank of Tokyo-Mitsubishi, Ltd. Portland Branch 0000 Xxxxxxx Xxxxxx 0000 X.X. 0xx Xxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx or Xxxxxxxxx Xxxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Standard Chartered Bank	Standard Chartered Bank 0 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000	Standard Chartered Bank 0 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxxxxx Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000
Sumitomo Mitsui Banking Corporation	Sumitomo Mitsui Banking Corporation 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxxxxx or Xxxxxx Xxxxxxxx Telephone No.: (000) 000-0000 or (000) 000-0000 Fax No.: 000-000-0000	Sumitomo Mitsui Banking Corporation 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxxxxx or Xxxxxx Xxxxxxxx Telephone No.:(000) 000-0000 or (000) 000-0000 Fax No.: 000-000-0000

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
Xxxxx 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