EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE
between
AFFILIATED COMPUTER SERVICES, INC.
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.
Dated as of June 6, 2005
TABLE OF CONTENTS
Page
----
ARTICLE I DEFINITIONS .......................................................... 3
Section 101 Definition of Terms..................................... 3
ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES............................ 6
Section 201 Designation and Principal Amount........................ 6
Section 202 Place of Payment; Registrar and Paying Agent for Notes.. 6
Section 203 Global Note............................................. 6
Section 204 Interest................................................ 7
Section 205 Denomination............................................ 7
ARTICLE III COVENANTS........................................................... 7
Section 301 Limitation on Liens and Sale/Leaseback Transactions..... 7
ARTICLE IV ADDITIONAL EVENT OF DEFAULT.......................................... 10
Section 401 Additional Event of Default............................. 10
ARTICLE V CONSOLIDATION, MERGER OR SALE OF ASSETS............................... 11
Section 501 Consolidation, Merger or Sale of Assets................. 11
ARTICLE VI REDEMPTION OF THE NOTES.............................................. 12
Section 601 Redemption of the Notes at the Option of the Company.... 12
Section 602 No Sinking Fund......................................... 12
ARTICLE VII FORM OF NOTES....................................................... 13
Section 701 Form of Notes........................................... 13
ARTICLE VIII ORIGINAL ISSUE OF NOTES............................................ 13
Section 801 Original Issue of Notes................................. 13
ARTICLE IX MISCELLANEOUS........................................................ 13
Section 901 Ratification of Base Indenture.......................... 13
Section 902 Trustee Not Responsible for Recitals.................... 13
Section 903 Governing Law........................................... 13
Section 904 Separability............................................ 14
Section 905 Counterparts............................................ 14
Section 906 No Benefit.............................................. 14
FIRST SUPPLEMENTAL INDENTURE
between
AFFILIATED COMPUTER SERVICES, INC.
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.
Dated as of June 6, 2005
FIRST SUPPLEMENTAL INDENTURE, dated as of June 6, 2005 (the "First
Supplemental Indenture"), between Affiliated Computer Services, Inc., a Delaware
corporation (the "Company"), and The Bank of New York Trust Company, N.A. (the
"Trustee"), under the Indenture, dated as of June 6, 2005 (the "Base
Indenture"), between the Company and the Trustee.
WHEREAS, the Company executed and delivered the Base Indenture to
the Trustee to provide for the future issuance of the Company's unsecured debt
securities (the "Securities") to be issued from time to time in one or more
series as might be determined by the Company under the Base Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered as
provided in the Base Indenture;
WHEREAS, pursuant to the terms of the Base Indenture, the Company
desires to provide for the establishment of a new series of its Securities to be
known as its 4.70% Senior Notes due 2010 (the "Notes"), the form and substance
of such series of Notes and the terms, provisions and conditions thereof to be
set forth as provided in the Base Indenture and this First Supplemental
Indenture; and
WHEREAS, (a) the Company has requested that the Trustee execute and
deliver this First Supplemental Indenture pursuant to Sections 2.01 and 9.01 of
the Base Indenture, (b) all requirements necessary to make this First
Supplemental Indenture a valid instrument in accordance with its terms, and to
make the Notes, when executed by the Company and authenticated and delivered by
the Trustee, the valid obligations of the Company, have been performed, and (c)
the execution and delivery of this First Supplemental Indenture has been duly
authorized in all respects:
NOW THEREFORE, in consideration of the purchase and acceptance of
the Notes by the Holders thereof, and for the purpose of setting forth, as
provided in the Base Indenture, the form and substance of the Notes and the
terms, provisions and conditions thereof, the Company covenants and agrees with
the Trustee as follows:
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ARTICLE I
DEFINITIONS
Section 101 Definition of Terms.
Unless the context otherwise requires:
(a) a term defined in the Base Indenture has the same meaning when
used in this First Supplemental Indenture, provided, however, that to the extent
any term is defined in the Base Indenture and this First Supplemental Indenture,
such term with respect to the Notes shall have the meaning set forth in this
First Supplemental Indenture (and not with respect to any other series of
Securities issuable pursuant to the Base Indenture unless a supplemental
indenture relating thereto expressly so provides);
(b) a term defined anywhere in this First Supplemental Indenture has
the same meaning throughout this First Supplemental Indenture;
(c) the singular includes the plural and vice versa;
(d) a reference to a Section or Article is to a Section or Article
of this First Supplemental Indenture;
(e) headings are for convenience of reference only and do not affect
interpretation; and
(f) the following terms have the meanings given to them in this
Section 101(f):
"Attributable Debt" with respect to any Sale/Leaseback Transaction
means the present value of the minimum rental payments called for during the
term of the lease (including any period for which such lease has been extended),
determined in accordance with GAAP, discounted at a rate that, at the inception
of the lease, the lessee would have incurred to borrow over a similar term the
funds necessary to purchase the leased assets.
"Board of Directors" means the Company's board of directors or any
committee thereof duly authorized, with respect to any particular matter, to act
by or on behalf of the Company's board of directors.
"Business Day" means any day that is not a Legal Holiday.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the Notes.
"Comparable Treasury Price" means, with respect to any Redemption
Date, (i) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or
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(ii) if the Trustee obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such quotations, or (iii) if only one Reference
Treasury Dealer Quotation is received, such Quotation.
"Debt" of any Person means, without duplication, (i) all
indebtedness of that Person for borrowed money (whether or not the recourse of
the lender is to the whole of the assets of that Person or only to a portion
thereof), (ii) all obligations of that Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) all obligations of that Person in
respect of letters of credit or other similar instruments (or reimbursement
obligations with respect thereto), other than standby letters of credit, bid or
performance bonds and other similar obligations issued by or for the account of
that Person in the ordinary course of business, to the extent not drawn or, to
the extent drawn, if that drawing is reimbursed not later than 30 Business Days
following demand for reimbursement, (iv) all obligations of that Person to pay
the deferred and unpaid purchase price of property or services, except trade
payables, advances on contracts and accrued expenses arising in the ordinary
course of business, (v) all capitalized lease obligations of that Person, (vi)
all Debt of others secured by a Lien on any asset of that Person, whether or not
that Debt is assumed by that Person (provided that if the obligations so secured
have not been assumed in full by that Person or are not otherwise that Person's
legal liability in full, then those obligations shall be deemed to be in an
amount equal to the greater of (a) the lesser of (1) the full amount of those
obligations and (2) the fair market value of those assets, as determined in good
faith by the board of directors or other managing body of that Person and (b)
the amount of obligations as have been assumed by that Person or which are
otherwise that Person's legal liability), and (vii) all guarantees by that
Person of or with respect to Debt of others (other than endorsements in the
ordinary course of business), in each case to the extent of the Debt guaranteed.
"GAAP" means generally accepted accounting principles in the United
States as in effect from time to time set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and the statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other
entity as may be approved by a significant segment of the accounting profession
of the United States, which are applicable to the circumstances as of the date
of determination.
"Global Note" shall have the meaning set forth in Section 203.
"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, and the regulations and rulings thereunder.
"Interest Payment Date" shall have the meaning set forth in Section
204(a).
"Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in any of the city of New York, New York or a Place of Payment are
authorized or obligated by law, regulation or executive order to remain closed.
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"Lien" means any lien, security interest, charge, mortgage, pledge
or other encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, and any agreement to give
any security interest other than an agreement to secure Debt equally and ratably
upon the incurrence of other secured Debt).
"Maturity Date" shall have the meaning set forth in Section 204(a).
"Note Interest Rate" shall have the meaning set forth in Section
204(c).
"Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.
"Redemption Price" shall have the meaning set forth in Section
601(a).
"Reference Treasury Dealer" means (i) Citigroup Global Markets Inc.,
Xxxxxxx, Xxxxx & Co. or X.X. Xxxxxx Securities Inc. or their respective
affiliates which are Primary Treasury Dealers, and its successors; provided,
however, that if Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. or X.X.
Xxxxxx Securities Inc. shall cease to be a primary United States Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Company
will substitute therefor another Primary Treasury Dealer; and (ii) any other
Primary Treasury Dealer(s) selected by the Trustee after consultation with the
Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee at 5:00 p.m. (the city of New York, New York time), on
the third Business Day preceding such Redemption Date.
"Sale/Leaseback Transaction" means any arrangement with any Person
(other than the Company or any of its Subsidiaries) providing for a capitalized
lease by the Company or any of its Subsidiaries of any property which has been
or is to be sold or transferred by the Company or any of its Subsidiaries to
such Person or to any Person (other than the Company or any of its Subsidiaries)
by whom funds have been or are to be advanced on the security of the leased
property.
"Subsidiary" means any corporation or other entity of which at least
a majority of the outstanding stock or other beneficial interests having by the
terms thereof ordinary voting power to elect a majority of the full board of
directors or other governing body of such corporation or other entity
(irrespective of whether or not at the time stock or other beneficial interests
of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time
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owned by the Company, or by one or more of its Subsidiaries, or by the Company
and one or more of its Subsidiaries.
"Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE NOTES
Section 201 Designation and Principal Amount.
There is hereby authorized a new series of Securities designated the
4.70% Senior Notes due 2010 (hereinafter referred to as the "Notes"). The
initial aggregate principal amount of the new series of Securities authorized by
this Supplemental Indenture shall be $250 million, in an amount or amounts and
registered in the names of such Persons as shall be set forth in any written
order of the Company for the authentication and delivery of Notes pursuant to
Section 2.04 of the Base Indenture.
Section 202 Place of Payment; Registrar and Paying Agent for Notes.
The Company selects the city of New York, New York as the Place of
Payment for the Notes and hereby appoints the Trustee as Registrar and Paying
Agent for the Notes.
Section 203 Global Note.
(a) The Notes shall be issued in the form of one or more permanent
global Notes in an aggregate principal amount equal to the aggregate principal
amount of all outstanding Notes of such series (each, a "Global Note" and
together, the "Global Notes"), to be registered in the name of the Depositary,
or its nominee, and delivered by the Trustee to or upon the order of the
Depositary for crediting to the accounts of its participants pursuant to the
instructions of the Company. The Company upon any such presentation shall
execute one or more Global Notes in such aggregate principal amount and deliver
the same to the Trustee for authentication and delivery in accordance with the
Base Indenture and this First Supplemental Indenture. Payments on Notes issued
as one or more Global Notes will be made to the Depositary.
(b) A Global Note may be transferred, in whole but not in part, only
to the Depositary, a successor Depositary selected or approved by the Company or
to a nominee of the Depositary or such successor Depositary.
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Section 204 Interest.
(a) The Notes will bear interest at the Note Interest Rate (as
defined below) from June 6, 2005 until the principal thereof becomes due and
payable on June 1, 2010 (the "Maturity Date"). Interest on the Notes will be
payable semi-annually in arrears on June 1 and December 1 of each year,
commencing December 1, 2005 (each an "Interest Payment Date").
(b) The interest payable on any Interest Payment Date, subject to
the Base Indenture, will be paid to the Person in whose name the Note is
registered at the close of business on the May 15 or November 15, as the case
may be, whether or not a Business Day, next preceding the Interest Payment Date.
Interest and principal will be payable in Dollars at the Trustee's New York
corporate trust office, which is located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000.
(c) The interest rate in respect of the Notes will be 4.70% per
annum (the "Note Interest Rate").
(d) In the event that an Interest Payment Date or Maturity Date, as
the case may be, is not a Business Day, then payment of interest or principal,
as the case may be, payable on such date will be made on the next succeeding day
that is a Business Day, with the same force and effect as if made on such date,
and no interest shall accrue on the amount so payable from the period from and
after such Interest Payment Date or Maturity Date, as the case may be.
(e) Interest on the Notes will be computed on the basis of a 360-day
year consisting of twelve 30-day months.
Section 205 Denomination.
The Notes shall be issuable only in fully registered form without
coupons and in denominations of $2,000 and integral multiples of $1,000.
ARTICLE III
COVENANTS
Section 301 Limitation on Liens and Sale/Leaseback Transactions.
(a) Other than as provided in subsection (c) below, so long as any
of the Notes are outstanding, neither the Company nor any of its Subsidiaries
shall create, incur, assume or suffer to exist any Lien upon any (i) of the
Company's property or assets or those of its Subsidiaries or (ii) stock of any
Subsidiary or (iii) Debt of the Company's Subsidiaries owed to the Company or to
another of its Subsidiaries, in each case whether now owned or hereafter
acquired, to secure any Debt without equally and ratably securing all
outstanding Notes, except for:
(i) Liens existing on the date hereof;
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(xx)xxx xxxxxxxxx, xxxxxxx or replacement (or successive
extensions, renewals or replacements) of any Lien existing on the
date hereof, so long as any such extension, renewal or replacement
does not extend to or cover any of the Company's property or assets
or any of its Subsidiaries' property or assets other than the
property or assets that were the subject of such Lien existing on
the date hereof;
(iii) Liens on property or assets existing at the time the
Company or any of its Subsidiaries acquires such property or assets,
provided that such Liens (1) are not incurred in connection with, or
in contemplation of the acquisition of the property or assets
acquired and (2) do not extend to or cover any of its property or
assets or any of its Subsidiaries' property or assets other than the
property or assets so acquired;
(iv)(x) claims and Liens for taxes; (y) claims and Liens upon,
and defects of title to, real or personal property, including any
attachment of personal or real property or other legal process prior
to adjudication of a dispute of the merits; and (z) claims and Liens
of mechanics, materialmen, warehousemen, carriers, landlords, or
other like Liens; so long as, for the purposes of each of clauses
(x), (y) and (z), the validity or amount thereof is being contested
in good faith and by appropriate and lawful proceedings diligently
conducted, reserve or other appropriate provisions (if any) required
by GAAP shall have been made, and levy and execution thereon have
been stayed and continue to be stayed;
(v) good-faith pledges, Liens, or deposits made to secure
performance of bids, tenders, insurance or other contracts (other
than for the repayment of borrowed money), or leases, or to secure
statutory obligations, surety or appeal bonds, or indemnity,
performance, or other similar bonds as all such Liens arise in the
ordinary course of business;
(vi)encumbrances consisting of zoning restrictions, easements,
or other restrictions on the use of real property, none of which
impairs in any material respect the use of such property in the
ordinary conduct of the Company's business or the business of its
Subsidiaries and no defects of which have a material adverse effect
on the Company's business or that of its Subsidiaries;
(vii) pledges or deposits made to secure payment of worker's
compensation, or to participate in any fund in connection with
worker's compensation, unemployment insurance, pensions, or other
social security programs, but expressly excluding any Liens in favor
of the Pension Benefit Guaranty Corporation or any successor
thereof, or otherwise under ERISA;
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(viii) Liens of landlords or of mortgagees of landlords on
fixtures and movable tangible property located on premises leased in
the ordinary course of business;
(ix)Liens on accounts receivable so long as the Company or its
Subsidiaries do not sell, assign, transfer, or otherwise dispose of,
in one or a series of transactions, all or substantially all of the
assets (determined on a consolidated basis in respect of the Company
and its Subsidiaries), other than in a transaction between the
Company and one or more of its Subsidiaries or between such
Subsidiaries;
(x) Liens created on any property or assets leased to or
purchased by the Company or any of its Subsidiaries securing
directly or indirectly obligations issued in favor of any state or
local government or governmental agency in connection with certain
tax-exempt financings;
(xi)Liens on any property or assets of a corporation or other
entity existing at the time such corporation or entity becomes the
Company's Subsidiary or is merged into or consolidated with the
Company or a Subsidiary of the Company or at the time of a sale,
lease or other disposition of the properties of such corporation or
entity as an entirety or substantially as an entirety to the Company
or a Subsidiary of the Company; provided that such Liens (1) are not
incurred in connection with or in contemplation of such corporation
or entity becoming a Subsidiary of the Company or merging or
consolidating with the Company or a Subsidiary of the Company or are
not incurred in connection with or in contemplation of the sale,
lease or other disposition of the properties of such corporation or
other entity and (2) do not extend to or cover any of the Company's
property or assets or any of its Subsidiaries' property or assets
other than the property or assets of such corporation or other
entity; and
(xii) purchase money Liens upon or in any real or personal
property (including fixtures and other equipment) the Company or any of its
Subsidiaries hold or have acquired to secure the purchase price of such
property or to secure indebtedness incurred solely to finance or refinance
the acquisition or improvement of such property and incurred within 180 days
after completion of such acquisition or improvement, provided that no such
Lien will extend to or cover any property other than the property being
acquired or improved.
(b) Other than as provided in subsection (c) below, so long as the
Notes are outstanding, neither the Company nor any of its Subsidiaries shall
enter into any Sale/Leaseback Transaction for a period of more than 24 months
unless:
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(i) the Company or such Subsidiary would be entitled, pursuant
to subsection (a) above, to create, incur, assume or suffer to exist a Lien
on the property or assets subject to such Sale/Leaseback Transaction; or
(ii)the net proceeds of the sale or the fair market value of
the property or assets, whichever is greater (which may be conclusively
determined by the Board of Directors), are applied within 120 days to the
optional retirement of unsubordinated Debt of the Company or the Debt of its
Subsidiaries then outstanding, maturing more than one year after the date of
receipt of such net proceeds by the Company or its Subsidiary.
(c) Notwithstanding the restrictions set forth in subsections (a)
and (b) above, the Company or any of its Subsidiaries may create, incur, assume
or suffer to exist any Liens or enter into any Sale/Leaseback Transactions not
otherwise permitted in subsections (a) and (b) above, provided that at the time
of such event, and after giving effect to that event, the aggregate amount of
all Debt secured by Liens permitted by this subsection (c) (excluding the Liens
permitted pursuant to subsection (a) above) and the aggregate amount of all
Attributable Debt in respect of Sale/Leaseback Transactions permitted by this
subsection (c) (excluding the Sale/Leaseback Transactions permitted pursuant to
subsection (b) above), measured, in each case, at the time any such Lien is
incurred or any such Sale/Leaseback Transaction is entered into, by the Company
or any of its Subsidiaries does not exceed 15% of the Company's consolidated
stockholders' equity, as determined in accordance with GAAP.
ARTICLE IV
ADDITIONAL EVENT OF DEFAULT
Section 401 Additional Event of Default.
The following additional event shall be established and shall
constitute an "Event of Default" under Section 6.01 of the Base Indenture with
respect to the Notes so long as any of the Notes are outstanding (and not with
respect to any other series of Securities issuable pursuant to the Base
Indenture unless a supplemental indenture relating thereto expressly so
provides):
a failure to pay when due any Debt of the Company or any Subsidiary
of the Company or a default (i) in the payment of any scheduled principal of or
premium, if any, or interest on any Debt of the Company or any Subsidiary of the
Company (other than the Notes) aggregating more than $100.0 million in principal
amount after giving effect to any applicable grace period, or (ii) in the
performance of any other term or provision of any Debt of the Company or any
Subsidiary of the Company (other than the Notes) in excess of $100.0 million in
principal amount that results in such Debt becoming or being declared due and
payable prior to the date on which it would otherwise become due and payable,
and such acceleration shall not have been rescinded or annulled, or such
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Debt shall not have been discharged, within a period of 15 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount
of the outstanding Notes, a written notice specifying such default and stating
that such notice is a "Notice of Default" hereunder.
ARTICLE V
CONSOLIDATION, MERGER OR SALE OF ASSETS
Section 501 Consolidation, Merger or Sale of Assets.
(a) With respect to the Notes, Article V of the Base Indenture shall
be replaced in its entirety with this Section 501 (provided, that, this Article
V shall not be applicable with respect to any other series of Securities
issuable pursuant to the Base Indenture unless a supplemental indenture relating
thereto expressly so provides).
(b) So long as any of the Notes are outstanding, the Company may, in
any transaction or series of related transactions, consolidate with another
Person to form a new Person, or merge into any other Person, or sell, lease,
convey, transfer or otherwise dispose of its assets substantially as an entirety
to any Person only if:
(i) the Person formed by that consolidation or into which the
Company is merged, or to which that sale, lease, conveyance, transfer or
other disposition shall be made (collectively, the "Successor"), expressly
assumes by supplemental indenture the due and punctual payment of the
principal of (and premium, if any) and interest on all the Notes and the
performance of the Company's covenants and obligations under the Base
Indenture, this First Supplemental Indenture and the Notes;
(ii)immediately after giving effect to that transaction or
series of related transactions, no Default or Event of Default shall have
occurred and be continuing;
(iii) the Company or its Successor shall take those steps that
are necessary to secure all outstanding notes equally and ratably with any
Debt secured by a Lien, which would not be permitted under Article III
hereof, that our property or assets would become subject to as a result of
any transaction; and
(iv)the Company delivers to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that the transaction
and that supplemental indenture comply with the Base Indenture, this First
Supplemental Indenture and the Notes.
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(c) Upon any consolidation or merger of the Company or any sale,
lease, conveyance, transfer or other disposition of the assets of the Company
substantially as an entirety in accordance with this Section 501, any Successor
formed by that consolidation or into or with which the Company is merged or to
which that sale, lease, conveyance, transfer or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of
the Company under the Base Indenture, this First Supplemental Indenture and the
Notes with the same effect as if that Successor had been named as the Company
herein and the predecessor Company, in the case of a sale, conveyance, transfer
or other disposition, shall be released from all obligations under the Base
Indenture, this First Supplemental Indenture and the Notes.
ARTICLE VI
REDEMPTION OF THE NOTES
Section 601 Redemption of the Notes at the Option of the Company.
(a) The Company may redeem the Notes, in whole or in part, at any
time at a Redemption Price equal to the greater of
(i) 100% of the principal amount of such Notes to be redeemed;
or
(ii) the sum of the present values of the remaining scheduled
payments of principal of and interest on the Notes to be redeemed
(not including any portion of such payments of interest accrued as
of the Redemption Date) discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate, as determined by the Reference
Treasury Dealer, plus 15 basis points,
plus, in each case, accrued and unpaid interest on the Notes being redeemed to
the Redemption Date. Notwithstanding the foregoing, installments of interest on
Notes that are due and payable on an Interest Payment Date falling on or prior
to a Redemption Date will be payable on the Interest Payment Date to the Holders
as of the close of business on the relevant record date in accordance with
Section 204.
(b) Once a notice of redemption is mailed, the Notes called for
redemption will become due and payable on the Redemption Date and at the
Redemption Price plus accrued and unpaid interest on the Notes to the Redemption
Date.
Section 602 No Sinking Fund.
The Notes are not entitled to the benefit of any sinking fund or any
other mandatory redemption or repurchase obligation.
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ARTICLE VII
FORM OF NOTES
Section 701 Form of Notes.
The Notes, along with the Trustee's Certificate of Authentication to
be endorsed thereon, are to be substantially in the form attached hereto as
Exhibit A.
ARTICLE VIII
ORIGINAL ISSUE OF NOTES
Section 801 Original Issue of Notes.
Notes in the initial aggregate principal amount of $250 million may,
upon execution of this First Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication as provided in Sections 2.01 and
2.04 of the Base Indenture.
ARTICLE IX
MISCELLANEOUS
Section 901 Ratification of Base Indenture.
The Base Indenture, as supplemented by this First Supplemental
Indenture, is in all respects ratified and confirmed, and this First
Supplemental Indenture shall be deemed part of the Base Indenture in the manner
and to the extent herein and therein provided.
Section 902 Trustee Not Responsible for Recitals.
The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
First Supplemental Indenture.
Section 903 Governing Law.
This First Supplemental Indenture and the Notes shall be construed
in accordance with and governed by the laws of the State of New York. This First
Supplemental Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and shall, to the extent applicable, be governed by such
provisions.
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Section 904 Separability.
In case any one or more of the provisions contained in this First
Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this First
Supplemental Indenture or of the Notes, but this First Supplemental Indenture
and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.
Section 905 Counterparts.
This First Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
Section 906 No Benefit.
Nothing in this First Supplemental Indenture, express or implied,
shall give to any Person other than the parties hereto and their successors or
assigns, and the Holders of the Notes, any benefit or legal or equitable rights,
remedy or claim under this First Supplemental Indenture or the Base Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and attested, as of the day and year
first above written.
AFFILIATED COMPUTER SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
Attest:
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
Assistant Secretary
THE BANK OF NEW YORK,
TRUST COMPANY, N.A., as Trustee
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
Attest:
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
15
