6 July 2006 CONFIRMATION DEED between THE ENTITIES LISTED IN THE SCHEDULE as Obligors and CITICORP USA, INC. as Security Agent

Exhibit 10.3

6 July 2006

CONFIRMATION DEED

between

THE ENTITIES LISTED IN THE SCHEDULE

as Obligors

and

CITICORP USA, INC.

as Security Agent

Xxxx, Xxxxxxx & Xxxxxx

Xxx Xxxxx Xxxxx     Xxxxxx     XX0X 0XX

Tel: x00 (0) 00 0000 0000     Fax: x00 (0) 00 0000 0000

xxx.xxxx.xxx

TABLE OF CONTENTS

				Page
1		INTERPRETATION			1
2		ACKNOWLEDGEMENT AND CONFIRMATIONS			3
3		COSTS AND EXPENSES			3
4		SERVICE OF PROCESS			3
5		NOTICES			4
6		COUNTERPARTS			4
7		GOVERNING LAW			4
8		JURISDICTION			4
THE SCHEDULE — THE OBLIGORS					5
SIGNATORIES

 i 

THIS CONFIRMATION DEED (this “Deed”) is made as a deed on the 6th day of July, 2006 between the following parties:

(1)		THE ENTITIES LISTED IN THE SCHEDULE (each an “Obligor” and together, the “Obligors”); and
(2)		CITICORP USA, INC. acting as agent and trustee for the Secured Parties pursuant to the terms of the Security Trust Deed (together with its successors and assigns, the “Security Agent”).

WHEREAS

(A)		The Secured Parties entered into the Credit Agreement (as defined below) pursuant to which loans and other extensions of credit were made available to the borrowers party thereto.
(B)		The Obligors granted guarantees and liens in favour of the Secured Parties in respect of the obligations of certain loan parties under the Credit Agreement and the other Loan Documents.
(C)		The Lenders party to the Credit Agreement Amendment (as defined below) are willing to make available to the borrowers party thereto certain term loans under the First Securities Repurchase Increase (as defined in the Credit Agreement Amendment) upon the terms and subject to the conditions set forth in the Credit Agreement Amendment and in the Credit Agreement.
(D)		To induce the Secured Parties to enter into the Credit Agreement Amendment and to make term loans under the First Securities Repurchase Increase in the Credit Agreement Amendment, the Obligors are willing to enter into this Deed.
(E)		The Security Agent and the Obligors intend this Deed to, and it shall, take effect as a deed, notwithstanding the fact that the Security Agent may only execute this Deed under hand.
(F)		The Security Agent is holding the benefit of this Deed on trust for the Secured Parties in accordance with the terms of the Security Trust Deed.

1 INTERPRETATION

1.1 Definitions In this Deed:

“Assignment of Receivables” means the assignment of receivables dated 20 March 2006 and made between the entities listed in Schedule 1 thereto as Assignors and the Security Agent.

“Company” means Affiliated Computer Services, Inc., a Delaware corporation.

“Credit Agreement” means the credit agreement dated 20 March 2006 and made between, inter alios, the Company, ACS Worldwide Lending Limited and certain other subsidiaries of the Company party thereto from time to time as borrowers, the Lenders and Issuers party thereto and Citicorp USA, Inc. as Administrative Agent.

1

“Credit Agreement Amendment” means the amendment no. 2 to the Credit Agreement dated on or about the date hereof and made between, inter alios, the Company, ACS Worldwide Lending Limited, and certain other subsidiaries of the Company party thereto from time to time as borrowers and Citicorp USA, Inc. as Administrative Agent.

“Deed of Assignment” means the deed of assignment dated 20 March 2006 and made between the companies listed in Schedule 1 thereto as Assignors and Citicorp USA, Inc. as Security Agent.

“Guarantee” means the guarantee dated 20 March 2006 and made by the entities listed in Schedule 1 thereto as guarantors in favour of the Citicorp USA, Inc. as agent and trustee for the Guaranteed Parties (as defined therein).

“Non-English Obligors” means ACS Commercial Solutions, Inc., a Nevada Corporation and ACS State & Local Solutions, Inc., a New York Corporation; and each a “Non-English Obligor”.

“Security Documents” means the Assignment of Receivables and the Deed of Assignment.

“Security Trust Deed” means the security trust deed dated 20 March 2006 and made between Citicorp USA, Inc. and the Secured Parties named therein.

1.2 Interpretation

(a)		Unless expressly defined in this Deed, capitalised terms defined in the Credit Agreement have the same meanings in this Deed;
(b)		the expressions “hereof, herein, hereunder” and similar expressions shall be construed as references to this Deed as a whole (including the Schedule) and shall not be limited to the particular clause or provision in which the relevant expression appears, and references to this Deed and all like indications shall include references to this Deed as supplemented by any other agreement or instrument supplementing or amending this Deed;
(c)		the word “including” when used in this Deed means “including without limitation”;
(d)		references to a “person” shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;
(e)		references to any of the Loan Documents and any other agreement or instrument shall be construed as a reference to the same as amended, varied, restated, extended, supplemented or novated from time to time (including, where relevant, by any accession agreement);
(f)		unless otherwise specified, references to Clauses and the Schedule are references to, respectively, clauses of and the schedule to this Deed;
(g)		words importing the singular shall include the plural and vice versa;

2

(h)		references (by whatever term, including by name) to the Obligors and the Security Agent shall, where relevant and subject as otherwise provided in this Deed, be deemed to be references to or to include, as appropriate, their respective successors, replacements and assigns, transferees and substitutes permitted by the terms of the relevant Loan Documents;
(i)		the headings in this Deed are for convenience only and shall be ignored in construing this Deed; and
(j)		all references to statutes and other legislation include all re-enactments and amendments of those statutes and that legislation.

1.3 Third Party Rights A person who is not a party to this Deed has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.

1.4 Prevailing Agreement In the event of any conflict between the provisions of this Deed and the Credit Agreement, the provisions of the Credit Agreement shall prevail except to the extent necessary under English law to maintain the creation or perfection of security, or to preserve the Security Agent’s and the Secured Parties’ rights and remedies under this Deed.

2 ACKNOWLEDGEMENT AND CONFIRMATIONS

2.1 Each Obligor acknowledges that it has been provided with and has reviewed the amendments to the Credit Agreement to be effected pursuant to the Credit Agreement Amendment.

2.2 Each Obligor confirms that, notwithstanding such amendments:

(a)		its guarantee and indemnity obligations under the Guarantee remain valid and binding; and
(b)		each Security Document executed by it remains valid and binding and continues to secure all the Secured Obligations (as defined in each Security Document), including any increase in any amounts payable under the Credit Agreement pursuant to the amendments to be effected by the Credit Agreement Amendment.
3		COSTS AND EXPENSES

The costs and expenses provision contained in Clause 10 (Costs and Expenses) of the Guarantee shall apply, mutatis mutandis, in this Deed.

4 SERVICE OF PROCESS

4.1 The Security Agent and each Non-English Obligor agrees that the process by which any dispute or claim arising out of or in connection with this Deed are begun in England may be served on it by being delivered to:

Address:		The London Law Agency Limited 00 Xxxxxxxxxxx Xxx Xxxxxx XX0X 0XX
Fax No:		0000 000 0000
Attention:		Company Secretarial Department

3

4.2 If the appointment of the person mentioned in this Clause 3 (Service of Process) ceases to be effective or such person ceases for any reason to act as process agent for any Non-English Obligor, such Non-English Obligor shall immediately appoint a replacement process agent for the purposes of this Clause 3 (Service of Process) in England and shall immediately notify the Security Agent of the change in accordance with Clause 22 (Notices) of the Deed of Assignment, and failing such appointment within 10 Business Days, the Security Agent may appoint a replacement process agent to accept service of process on behalf of such Non-English Obligor by notice to such Non-English Obligor. This Clause 3 (Service of Process) does not affect the right to serve process in any other manner permitted by law.

5 NOTICES

5.1 Except in the case of the Non-English Obligors, the notice provisions contained in Clause 12 (Notices) of the Guarantee shall apply, mutatis mutandis, in this Deed.

5.2 For the purposes of notices to the Non-English Obligors, the notice provisions contained in Clause 22 (Notices) of the Deed of Assignment shall apply, mutatis mutandis, in this Deed.

6 COUNTERPARTS

This Deed may be executed in any number of counterparts, each of which when executed and delivered constitutes an original of this Deed, but all the counterparts shall together constitute one and the same agreement.

7 GOVERNING LAW

This Deed shall be governed by and construed in accordance with the laws of England.

8 JURISDICTION

8.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed).

8.2 The parties agree that the courts of England are the most appropriate and convenient courts to settle such disputes and accordingly no party shall argue to the contrary.

8.3 This Clause 8 (Jurisdiction) is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to such a dispute in any other court with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

IN WITNESS whereof this Deed has been entered into as a deed on the date stated at the beginning.

4

THE SCHEDULE

THE OBLIGORS

		Registered Office/Place		Registration/Charter
Assignor		of Incorporation		Number
ACS Business Process		000 Xxxxx Xxxxxxxx Xxxxxx		0000000
Solutions Limited		London
		EC4 4AN
ACS Holdings (UK) LLP		12 York Place		OC316499
		Leeds
		LS1 2DS
ACS Worldwide Lending		12 York Place		05470127
Limited		Leeds
		LS1 2DS
Xxxxx Trustees Limited		000 Xxxxx Xxxxxxxx Xxxxxx		000000
		London
		EC4 4AN
Buck Consultants Limited		000 Xxxxx Xxxxxxxx Xxxxxx		0000000
		London
		EC4 4AN
Buck Consultants		000 Xxxxx Xxxxxxxx Xxxxxx		0000000
(Administration & Investment)		London
Limited		EC4 4AN
Buck Consultants (Healthcare)		000 Xxxxx Xxxxxxxx Xxxxxx		172919
Limited		London
		EC4 4AN
Buckingham Trustees Limited		000 Xxxxx Xxxxxxxx Xxxxxx		0000000
		London
		EC4 4AN
Talking People Limited		000 Xxxxx Xxxxxxxx Xxxxxx		0000000
		London
		EC4 4AN
ACS Commercial Solutions,		Nevada		2021-1990
Inc.
ACS State & Local		New York		No charter number
Solutions, Inc.

5

SIGNATORIES

THE OBLIGORS
Executed as a Deed by			)
ACS HOLDINGS (UK) LLP			)
								/s/ Xxxxx X. Xxxxxxxx
								Signature of duly authorised representative of
								ACS COMMERCIAL SOLUTIONS, INC.
								a designated member of
								ACS HOLDINGS (UK) LLP
								Xxxxx X. Xxxxxxxx
								Name of duly authorised representative
								/s/ Xxxxx X. Xxxxxxxx
								Signature of duly authorised representative of
								ACS STATE & LOCAL SOLUTIONS, INC.
								a designated member of
								ACS HOLDINGS (UK) LLP
								Xxxxx X. Xxxxxxxx
								Name of duly authorised representative
Executed as a Deed by			)
ACS BUSINESS PROCESS			)
SOLUTIONS LIMITED			)

/s/ Xxxxx Xxxxxx		Signature of director		/s/ Xxxxxx Xxxxxxxx		Signature of
						director/secretary
Xxxxx Xxxxxx		Name of director		Xxxxxx Xxxxxxxx		Name of
						director/secretary

Executed as a Deed by		)
ACS WORLDWIDE LENDING		)
LIMITED		)

/s/ Xxxxx Xxxxxx		Signature of director		/s/ Xxxxxxx X. Xxxxxxxxx, Xx.		Signature of
						secretary
Xxxxx Xxxxxx		Name of director		Xxxxxxx X. Xxxxxxxxx, Xx.		Name of secretary

Confirmation Deed Signature Page

Executed as a Deed by		)
XXXXX TRUSTEES LIMITED		)

/s/ Xxxxx Xxxxxxx		Signature of director		/s/ Xxxxx Xxxxxxxx		Signature of
						director/secretary
Xxxxx Xxxxxxx		Name of director		Xxxxx Xxxxxxxx		Name of
						director/secretary

Executed as a Deed by		)
BUCK CONSULTANTS		)
LIMITED		)

/s/ Xxxxxx X’Xxxx		Signature of director		/s/ Xxxxx Xxxxxxxx		Signature of
						director/secretary
Xxxxxx X’Xxxx		Name of director		Xxxxx Xxxxxxxx		Name of
						director/secretary

Executed as a Deed by		)
BUCK CONSULTANTS		)
(ADMINISTRATION &		)
INVESTMENT) LIMITED		)

/s/ Xxxxxx X’Xxxx		Signature of director		/s/ Xxxxx Xxxxxxxx		Signature of
						director/secretary
Xxxxxx X’Xxxx		Name of director		Xxxxx Xxxxxxxx		Name of
						director/secretary

Executed as a Deed by		)
BUCK CONSULTANTS		)
(HEALTHCARE) LIMITED		)

/s/ Xxxxxx X’Xxxx		Signature of director		/s/ Xxxxx Xxxxxxxx		Signature of
						director/secretary
Xxxxxx X’Xxxx		Name of director		Xxxxx Xxxxxxxx		Name of
						director/secretary

Confirmation Deed Signature Page

Executed as a Deed by		)
BUCKINGHAM TRUSTEES		)
LIMITED		)

/s/ Xxxxx Xxxxxxx		Signature of director		/s/ Xxxxx Xxxxxxxx		Signature of
						director/secretary
Xxxxx Xxxxxxx		Name of director		Xxxxx Xxxxxxxx		Name of
						director/secretary

Executed as a Deed by		)
TALKING PEOPLE LIMITED		)

/s/ Xxxxxx X’Xxxx		Signature of director		/s/ Xxxxx Xxxxxxxx		Signature of
						director/secretary
Xxxxxx X’Xxxx		Name of director		Xxxxx Xxxxxxxx		Name of
						director/secretary

Confirmation Deed Signature Page

THE SECURITY AGENT
CITICORP USA, INC.
By:		/s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Director and Vice President

Confirmation Deed Signature Page