Exhibit 2.1
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 ”).
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, 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:
“(c) Except as provided in the
next sentence, each of the Effective Time Receivables and the
Post-Effective Time Receivables shall be identified in a schedule
prepared by Buyer and delivered to Seller on or before
October 31,
2005. Buyer shall prepare and
deliver to Seller on or before November 7
