Affirmation of Liens and Guaranties
Exhibit 10.2
Affirmation of Liens and Guaranties
This Affirmation of Liens and Guaranties, dated as of July 06, 2006 (this
“Affirmation”), is entered into among Affiliated Computer Services, Inc. (the “Company”), the other
guarantors listed on the signature pages hereof (collectively, the “Guarantors”), and Citicorp USA,
Inc., as Administrative Agent for the Lenders and the Issuers under the Credit Agreement referred
to below. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to
such terms in the Credit Agreement, as amended, including by Amendment No. 2 to the Credit
Agreement dated as of July 06, 2006 (“Amendment No. 2”).
W i t n e s s e t h:
Whereas, the Company and the other Borrowers, the Administrative Agent and the
Lenders and Issuers party thereto from time to time entered into that certain Credit Agreement,
dated as of March 20, 2006 (as amended, including by Amendment No. 2, the “Credit Agreement”);
Whereas, in connection with the Credit Agreement, the Borrowers and Guarantors
entered into (i) the Pledge and Security Agreement, dated as of March 20, 2006 (the “Security
Agreement”), (ii) the Guaranty, dated as of March 20, 2006 (the “Guaranty”), and (iii) the other
Collateral Documents in support of the Borrowers’ obligations under the Credit Agreement and the
Guarantors’ obligations under the Guaranty;
Whereas, in connection with the Company’s request, on behalf of the Term Loan
Borrowers, of a Securities Repurchase Increase pursuant to Section 2.1(d) of the Credit Agreement,
the Company and the other Borrowers entered into Amendment No. 2;
Whereas, as of the date hereof, each of the Borrowers and the Guarantors hereby
reaffirms each of the Loan Documents and the Liens and Guaranties granted and made in favor of the
Administrative Agent on behalf of the Lenders and the Issuers;
Now, Therefore, in consideration of the above premises, the Borrowers, the Guarantors
and the Administrative Agent agree as follows:
Section 1. Affirmation of Loan Documents
Each of the Borrowers and the Guarantors hereby consents to the consummation of Amendment No.
2, including the Borrowing of any First Securities Repurchase Increase Loan, the execution,
delivery and performance of this Affirmation and the other Loan Documents (if any) to be executed
in connection therewith, including Amendment No. 2, and hereby acknowledges and agrees that on and
after the Amendment No. 2 Effective Date, all of its obligations under the applicable Loan
Documents are reaffirmed and will remain and continue in full force and effect.
Section 2. Affirmation of Liens and Guaranties
As of the Amendment No. 2 Effective Date, each of the Borrowers and the Guarantors reaffirms
the Liens and Guaranties granted to the Administrative Agent for the benefit of the Lenders and the
Issuers, as applicable, under the Guaranty, the Security Agreement and the other Collateral
Documents, which Liens and Guaranties shall continue in full force and effect during the term of
the Credit Agreement and any amendments, amendments and restatements, renewals or extensions or
other modifications thereof and shall continue to secure the Secured Obligations of the Borrowers
and
the Guarantors. For the avoidance of doubt, the Borrowers and the Guarantors hereby confirm
the grant of a security interest in the Collateral as and to the extent set forth in the Security
Agreement and the other Collateral Documents.
Section 3. Miscellaneous
3.1 This Affirmation may be executed in counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute but one
and the same instrument.
3.2 This Affirmation and all amendments herein shall be limited as written and shall not
constitute a consent to any other amendment or waiver, whether or not similar and, except as
expressly provided herein or in any other Loan Document, all terms and conditions of the Loan
Documents remain in full force and effect unless otherwise specifically amended in any Loan
Document.
3.3 This Affirmation shall be governed by, and shall be construed and enforced in accordance
with, the laws of the State of New York.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.
Guarantors:
Affiliated Computer Services, Inc.,
ACS Application Management Services, Inc.
ACS BRC Holdings, Inc.,
ACS Business Resources Corporation,
ACS Business Services, LLC,
ACS Commercial Solutions, Inc.,
ACS Consultant Company, Inc.,
ACS Consultant Holdings Corporation,
ACS Defense, LLC,
ACS/ECG Holdings, LLC,
ACS EDI Gateway, Inc.,
ACS Education Services, Inc.,
ACS Education Solutions, LLC,
ACS Enterprise Solutions, Inc.,
ACS Federal Healthcare, LLC.,
ACS Global, Inc.,
ACS Government Systems, Inc.,
ACS Health Care, Inc.,
ACS Heritage, Inc.,
ACS HR Solutions, LLC,
ACS Human Resources Solutions, Inc.,
ACS Human Services, LLC,
ACS Image Solutions, Inc.,
ACS Lending, Inc.,
ACS Middle East, Inc.,
ACS Outsourcing Solutions, Inc.,
ACS Print and Mail Services, Inc.,
ACS State & Local Solutions, Inc.,
ACS State Healthcare, LLC,
ACS TradeOne Marketing, Inc.,
ACS Transport Solutions, Inc.,
Agilera, Inc.,
Agilera Messaging, Inc.,
Concera Corporation,
Digital Information Systems Company, L.L.C.,
etravelexperts, LLC,
as Grantors
ACS Application Management Services, Inc.
ACS BRC Holdings, Inc.,
ACS Business Resources Corporation,
ACS Business Services, LLC,
ACS Commercial Solutions, Inc.,
ACS Consultant Company, Inc.,
ACS Consultant Holdings Corporation,
ACS Defense, LLC,
ACS/ECG Holdings, LLC,
ACS EDI Gateway, Inc.,
ACS Education Services, Inc.,
ACS Education Solutions, LLC,
ACS Enterprise Solutions, Inc.,
ACS Federal Healthcare, LLC.,
ACS Global, Inc.,
ACS Government Systems, Inc.,
ACS Health Care, Inc.,
ACS Heritage, Inc.,
ACS HR Solutions, LLC,
ACS Human Resources Solutions, Inc.,
ACS Human Services, LLC,
ACS Image Solutions, Inc.,
ACS Lending, Inc.,
ACS Middle East, Inc.,
ACS Outsourcing Solutions, Inc.,
ACS Print and Mail Services, Inc.,
ACS State & Local Solutions, Inc.,
ACS State Healthcare, LLC,
ACS TradeOne Marketing, Inc.,
ACS Transport Solutions, Inc.,
Agilera, Inc.,
Agilera Messaging, Inc.,
Concera Corporation,
Digital Information Systems Company, L.L.C.,
etravelexperts, LLC,
as Grantors
By: | /s/ Xxxxxxx X. Xxxxxxxxx, Xx. | |||
Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Secretary |
[signature page to affirmation of liens and guaranties]
Government Records Services, Inc.,
Health Technology Acquisition Company,
Intellinex, LLC,
LiveBridge, Inc.,
MidasPlus, Inc.,
Newspaper Services Holding, Inc.,
Outsourced Administrative Systems, Inc.,
Patient Accounting Service Center LLC,
Superior Venture Partner, Inc.,
Tenacity Manufacturing Company, Inc.,
The National Abandoned Property
Processing Corporation,
Title Records Corporation,
Transaction Processing Specialists, Inc.,
Truckload Management Services, Inc.,
Xxxxxx & Associates, Inc.,
as Grantors
Health Technology Acquisition Company,
Intellinex, LLC,
LiveBridge, Inc.,
MidasPlus, Inc.,
Newspaper Services Holding, Inc.,
Outsourced Administrative Systems, Inc.,
Patient Accounting Service Center LLC,
Superior Venture Partner, Inc.,
Tenacity Manufacturing Company, Inc.,
The National Abandoned Property
Processing Corporation,
Title Records Corporation,
Transaction Processing Specialists, Inc.,
Truckload Management Services, Inc.,
Xxxxxx & Associates, Inc.,
as Grantors
By: | /s/ Xxxxxxx X. Xxxxxxxxx, Xx. | |||||
Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Secretary |
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ACS IT Solutions, LP, as Grantor |
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By: | ACS Business Services, LLC, as General Partner |
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By: | /s/ Xxxxxxx X. Xxxxxxxxx, Xx. | |||||
Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Secretary |
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ACS Marketing, L.P., as Grantor |
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By: | Affiliated Computer Services, Inc. as General Partner |
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By: | /s/ Xxxxxxx X. Xxxxxxxxx, Xx. | |||||
Name: Xxxxxxx X. Xxxxxxxxx, Xx. Title: Secretary |
ACS Properties, Inc., as Grantor |
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By: | /s/ Xxxxxxx X. Kitchen | |||
Name: Xxxxxxx X. Kitchen Title: President |
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ACS Protection Services, Inc., as Grantor |
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By: | /s/ Xxxxxx Xxxxxxx | |||
Name: Xxxxxx Xxxxxxx Title: President and Secretary |
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ACS REBGM, Inc., ACS Securities Services, Inc., as Grantors |
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By: | /s/ Van X. Xxxxxxx | |||
Name: Xxx Xxxxxxx Title: Senior Vice President-Licensing |
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Buck Consultants, LLC, as Grantor |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: Xxxxxx X. Xxxxxxx Title: Secretary |
Citicorp USA, Inc., as Administrative Agent and as First Securities Repurchase Increase Lender |
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By: | /s/ Xxxxx Wirdnam | |||
Name: Xxxxx Wirdnam Title: Director and Vice President |