Exhibit 2.1
AMENDMENT NO. 1 TO
PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO THE
PURCHASE AGREEMENT (this
“ Amendment ”), dated as of May 25, 2005, is by
and between MELLON FINANCIAL CORPORATION , a Pennsylvania
corporation (“ Seller ”), MELLON CONSULTANTS
EUROPEAN HOLDINGS LIMITED , an indirect wholly-owned subsidiary
of Mellon and a corporation formed under the Companies Act 1985 by
The Registrar of Companies for England and Wales (“ UK
Seller ”, and together with Seller, hereinafter referred
to as the “ Sellers ”), AFFILIATED COMPUTER
SERVICES, INC. , a Delaware corporation (“ Buyer
”), ACS BUSINESS PROCESS SOLUTIONS LIMITED , an
indirect wholly-owned subsidiary of Buyer (“ UK
Buyer”) and AFFILIATED COMPUTER SERVICES OF GERMANY
GMBH , an indirect wholly-owned subsidiary of Buyer (“
German Buyer ”, and together with Buyer and UK Buyer,
hereinafter referred to as the “ Buyers
”).
R E C I T A
L S
WHEREAS, the Buyers and the Sellers
are parties to that certain Purchase Agreement, dated as of March
15, 2005 (the “ Purchase Agreement ”);
and
WHEREAS, the Buyers and the Sellers
desire to amend the Purchase Agreement; and
WHEREAS, capitalized terms used
herein and not otherwise defined shall have the meanings assigned
to them in the Purchase Agreement.
NOW THEREFORE, in consideration of
the mutual promises and covenants herein and intending to be
legally bound, the Buyers and the Sellers do hereby agree as
follows:
1. Section 2.2 of the Purchase
Agreement is hereby amended to:
(a) delete the phrase “Four
Hundred Forty-Five million dollars ($445,000,000)” in the
first sentence of such Section and replace it with the phrase
“Four Hundred and Five million dollars ($405,000,000)”;
and
(b) delete clause (i) of the second
sentence of such Section in its entirety and replace it with the
following:
“(i) the Buyer shall pay the
Seller an amount equal to Three Hundred Fifty-Four million Five
Hundred thousand dollars ($354,500,000) plus interest thereon as
set forth above for the Shares,”
2. Section 3.2 of the Purchase
Agreement is amended by adding the following subsection
(q):
“(q) Evidence of the funding
of the Employee’s Voluntary Association of Buck Consultants,
Inc., EIN [redacted] (the “VEBA Trust”), and its
related New York Citibank accounts numbered [redacted] (the
“VEBA Account”) and [redacted] (the “Terminated
Flex Account”) in an amount which results in the
aggregate
amount in the VEBA Trust after such
funding being two million dollars ($2,000,000) (it being understood
that the aggregate amount of the assets in such VEBA Trust and its
related accounts, including the amounts held in such accounts under
the VEBA Trust prior to the fun
