THIRD AMENDMENT TO 364-DAY CREDIT AGREEMENT
This Third Amendment to 364-Day Credit Agreement (the "Amendment"), dated as of March 12, 2001, is
between (i) FactSet Research Systems, Inc. (the "Borrower"), and (ii) The Chase Manhattan Bank (the "Bank").
WHEREAS, the Borrower and the Bank are parties to a 364-Day Credit Agreement dated as of November 20,
1998 (the "Credit Agreement"); and
WHEREAS, the Bank and the Borrower desire to amend the Credit Agreement to extend the Maturity Date.
NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable
consideration, receipt of which is acknowledged, it is hereby agreed as follows:
Section 1. Definitions. Terms used but not otherwise defined herein shall have the respective meanings ascribed
to such terms in the Credit Agreement.
Section 2. Amendment to Section 1.01. The definition of the term Maturity Date in Section 1.01 of the Credit
Agreement, is superseded and replaced in its entirety, and amended to read as follows:
"Maturity Date" means March 29th, 2002.
Section 3. Representations. The Borrower hereby represents and warrants to the Bank that;(i) the covenants,
representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material
respects with the same effect on and as of the date hereof as if made on and as of the date hereof, except to the
extent that such representations and warranties relate to an earlier date, and as if each reference therein to the
Credit Agreement were a reference to the Credit Agreement as amended by this Amendment; (ii) no Event of
Default or Default specified in the Credit Agreement has occurred and is continuing; and
(iii) the making and performance by the Borrower of this Amendment have been duly authorized by all necessary
Section 4. Conditions. The amendment set forth in Section 2 above shall become effective on the date first above
written provided that the Bank shall have received a counterpart of th