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EXHIBIT 4.3
SECOND SUPPLEMENTAL INDENTURE
between
AFFILIATED COMPUTER SERVICES, INC.
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.
Dated as of June 6, 2005
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TABLE OF CONTENTS
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Page
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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
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SECOND SUPPLEMENTAL INDENTURE
between
AFFILIATED COMPUTER SERVICES, INC.
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.
Dated as of June 6, 2005
SECOND SUPPLEMENTAL INDENTURE, dated as of June 6, 2005 (the
"Second
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 5.20% Senior Notes due 2015
(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 Second Supplemental
Indenture; and
WHEREAS, (a) the Company has requested that the Trustee execute
and
deliver this Second Supplemental Indenture
pursuant to Sections 2.01 and 9.01 of
the Base Indenture, (b) all requirements
necessary to make this Second
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 Second
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 Second Supplemental Indenture,
provided, however, that to the
extent any term is defined in the Base
Indenture and this Second Supplemental
Indenture, such term with respect to the
Notes shall have the meaning set forth
in this Second 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 Second Supplemental
Indenture
has the same meaning throughout this Second
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 Second 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.,
Goldman, Sachs & Co. or J.P. Morgan
Securities Inc. or their respective
affiliates which are Primary Treasury
Dealers, and its successors; provided,
however, that if Citigroup Global Markets
Inc., Goldman, Sachs & Co. or J.P.
Morgan 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
5.20% Senior Notes due 2015 (her
