AMENDMENT NO. 2 TO
PURCHASE AGREEMENT
THIS AMENDMENT
NO. 2 TO THE PURCHASE AGREEMENT (this “ Amendment
”), dated as of November 11, 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
”).
WHEREAS, the
Buyers and the Sellers are parties to that certain Purchase
Agreement, dated as of March 15, 2005, as amended by that
certain Amendment No. 1 to Purchase Agreement, dated
May 25, 2005 (collectively, 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. The
Purchase Agreement is hereby amended to add a new Section 2.6
thereto to read as follows:
“2.6
Adjustment to Payment of Purchase Price . The parties
acknowledge and agree that the reduction to the Purchase Price
pursuant to Section 6.14(d) for the Estimated Deferred
Compensation Plan Adjustment should have been $32,045,000 instead
of $31,557,000 and, in light of such difference, at the Closing,
Buyer overpaid the Purchase Price by $488,000. The parties agree to
adjust the final payment paid pursuant to Section 2.5 of the
Purchase Agreement to reflect Buyer’s overpayment at Closing
of $488,000 plus interest thereon from the Closing Date to the date
of payment thereof at the Agreed Rate.”
2. Section 7.6
of the Purchase Agreement is hereby amended to delete subsection
(c) in its entirety and replace it with the
following:
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