exv10w3



 






Exhibit 10.3




Execution Copy




March 2006




DEED OF ASSIGNMENT




between




THE COMPANIES LISTED IN SCHEDULE 1

as Assignors




and




CITICORP USA, INC.

as Security Agent



This Deed of Assignment is entered into subject to and with the benefit of the terms of a Security
Trust Deed (as defined herein)




Weil, Gotshal & Manges




One South Place London EC2M 2WG



Tel: +44 (0) 20 7903 1000 Fax: +44 (0) 20 7903 0990




www.weil.com









 









 











TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1 INTERPRETATION
	 	 	1	 
	2 COVENANT TO PAY
	 	 	3	 
	3 ASSIGNMENT
	 	 	4	 
	4 CONTINUING SECURITY
	 	 	4	 
	5 REPRESENTATIONS AND WARRANTIES
	 	 	5	 
	6 UNDERTAKINGS
	 	 	6	 
	7 FURTHER ASSURANCES
	 	 	6	 
	8 ENFORCEMENT OF SECURITY
	 	 	7	 
	9 RIGHTS UNDER THE ASSIGNED PROPERTY
	 	 	7	 
	10 RECEIVER
	 	 	8	 
	11 APPLICATION OF PROCEEDS
	 	 	9	 
	12 PROTECTION OF THIRD PARTIES
	 	 	9	 
	13 CURRENCY OF ACCOUNT
	 	 	9	 
	14 COSTS AND EXPENSES
	 	 	10	 
	16 POWER OF ATTORNEY
	 	 	10	 
	17A SSIGNMENTS, ETC.
	 	 	11	 
	18 WAIVERS AND REMEDIES CUMULATIVE
	 	 	11	 
	19 SET-OFF
	 	 	12	 
	20 SERVICE OF PROCESS
	 	 	12	 
	21 ADDITIONAL PROVISIONS
	 	 	12	 
	22 NOTICES
	 	 	13	 
	23 LIMITATION
	 	 	14	 
	24 COVENANT TO RELEASE
	 	 	14	 
	25 COUNTERPARTS AND EFFECTIVENESS
	 	 	14	 
	26 GOVERNING LAW
	 	 	14	 
	SCHEDULE 1 THE ASSIGNORS
	 	 	15	 
	SCHEDULE 2 PART 1
	 	 	16	 
	SCHEDULE 2 PART 2
	 	 	18	 
	SIGNATORIES
	 	 	1	 







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THIS DEED OF ASSIGNMENT (this “Assignment”) is made as a deed on the            day of March 2006
between the following parties:





	(1)	 	THE COMPANIES LISTED IN SCHEDULE 1 (each an “Assignor” and together, the “Assignors”); and
	 
	(2)	 	CITICORP USA, INC. acting as agent and trustee for the Secured Parties pursuant to the terms
of the Security Trust Deed (together with its successors and assigns, the “Security Agent”).





WHEREAS





	(A)	 	The Secured Parties have agreed to execute the Credit Agreement (as defined below) pursuant
to which loans and other extensions of credit will be made available to the borrowers party
thereto.
	 
	(B)	 	The execution of the Credit Agreement is subject to certain conditions, one of which is that
each Assignor enter into this Assignment.
	 
	(C)	 	To induce the Secured Parties to enter into the Credit Agreement and to make loans and other
extensions of credit under the Credit Agreement, the Assignors are willing to enter into this
Assignment.
	 
	(D)	 	The Security Agent and the Assignors intend this Assignment to, and it shall, take effect as
a deed, notwithstanding the fact that the Security Agent may only execute this Assignment
under hand.
	 
	(E)	 	The Security Agent is holding the benefit of this Assignment on trust for the Secured Parties
in accordance with the terms of the Security Trust Deed.





1 INTERPRETATION



1.1 Definitions In this Assignment:



“Assigned Property” has the meaning given to that term in Clause 3.1 (Assignment).



“Company” means Affiliated Computer Services, Inc., a Delaware corporation.



“Credit Agreement” means the credit agreement dated            March 2006 and made between, among
others, Affiliated Computer Services, Inc., ACS Worldwide Lending Limited and certain other
subsidiaries party thereto from time to time as borrowers, the Lenders and Issuers party thereto,
Citicorp USA, Inc. as Administrative Agent and Citigroup Global Markets Inc. as Sole Lead Arranger
and Book Runner.



“Default Rate” means the rate specified in Section 2.10(c) (Default Interest) of the Credit
Agreement.



“Event of Default” means any of the events specified in Section 9.1 (Events of Default) of the
Credit Agreement.



“Partnership Agreement” means the members’ agreement relating to ACS Holdings (UK) LLP dated 2
March 2006 and made between the Assignors and ACS Holdings (UK) LLP.




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“Receiver” means an administrative receiver, a receiver and manager or other receiver, in either
case, appointed pursuant to this Assignment.



“Secured Obligations” means the Secured Obligations (as defined in the Credit Agreement).
For the purposes of this Assignment, to the extent required under Section 301 of each
Supplemental Indenture, until such time as the Company shall cease to be subject to the covenants
set forth therein (whether as a result of defeasance (legal or covenant), discharge, waiver,
amendment or otherwise), “Secured Obligations” shall expressly include all Existing Note
Obligations; provided, however, that such Existing Note Obligations shall not be deemed to be
“Secured Obligations” to the extent an exception is otherwise available under the Supplemental
Indentures (including, without limitation, under Section 301(a)(ix) or Section 301(c) of the
Supplemental Indentures).



“Securities Act” means the United States of America Securities Act of 1933, as amended.



“Security Period” means the period beginning on the date of this Assignment and ending on the date
upon which the Security Agent is satisfied that:





	(a)	 	no Secured Party is under any commitment, obligation or liability (whether actual or
contingent) to make advances or provide other financial accommodation to any Borrower under
any of the Loan Documents; and
	 
	(b)	 	all the Secured Obligations have been unconditionally and irrevocably paid and discharged in
full in cash or the security interests contemplated to be created hereby have been
unconditionally and irrevocably released and discharged in full.




“Security Trust Deed” means the security trust deed dated on or about the date hereof between the
Security Agent and the Secured Parties named therein.



1.2 Interpretation





	(a)	 	Unless expressly defined in this Assignment, capitalised terms defined in the Credit
Agreement have the same meanings in this Assignment;
	 
	(b)	 	the terms of the other Loan Documents and of any side letters between the parties hereto in
relation to the Loan Documents are incorporated into this Assignment to the extent required
for any purported disposition of the Assigned Property to be a valid disposition in accordance
with Section 2(1) of the Law of Property (Miscellaneous Provisions) Act 1989;
	 
	(c)	 	references to “assets” shall include revenues and the right thereto and property and rights
of every kind, present, future and contingent and whether tangible or intangible (including
uncalled share capital);
	 
	(d)	 	the expressions “hereof, herein, hereunder” and similar expressions shall be construed as
references to this Assignment as a whole (including all Schedules) and shall not be limited to
the particular clause or provision in which the relevant expression appears, and references to
this Assignment and all like indications shall include references to this Assignment as
supplemented by any other agreement or instrument supplementing or amending this Assignment;




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	(e)	 	the word “including” when used in this Assignment means “including without limitation” except
when used in the computation of time periods;
	 
	(f)	 	references to a “person” shall be construed as a reference to any person, firm, company,
corporation, government, state or agency of a state or any association or partnership (whether
or not having separate legal personality) of two or more of the foregoing;
	 
	(g)	 	references to any of the Loan Documents and any other agreement or instrument shall be
construed as a reference to the same as amended, varied, restated, extended, supplemented or
novated from time to time (including, where relevant, by any accession agreement);
	 
	(h)	 	unless otherwise specified, references to Clauses and Schedules are references to,
respectively, clauses of and schedules to this Assignment;
	 
	(i)	 	words importing the singular shall include the plural and vice versa;
	 
	(j)	 	references (by whatever term, including by name) to the Assignors and the Security Agent
shall, where relevant and subject as otherwise provided in this Assignment, be deemed to be
references to or to include, as appropriate, their respective successors, replacements and
assigns, transferees and substitutes permitted by the terms of the relevant Loan Documents;
	 
	(k)	 	the headings in this Assignment are for convenience only and shall be ignored in construing
this Assignment;
	 
	(l)	 	all references to statutes and other legislation include all re-enactments and amendments of
those statutes and that legislation; and
	 
	(m)	 	“VAT” shall be construed as a reference to value added tax including any similar tax which
may be imposed in place thereof from time to time.




1.3 Certificates A certificate of the Security Agent or any Secured Party setting forth the
amount of any Secured Obligation due from the Assignors shall be prima facie evidence of such
amount in the absence of manifest error.



1.4 Third Party Rights A person who is not a party to this Assignment has no rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Assignment.



1.5 Prevailing Agreement In the event of any conflict between the provisions of this Assignment and
the Credit Agreement, the provisions of the Credit Agreement shall prevail except to the extent
necessary under English law to maintain the creation or perfection of security, or to preserve the
Security Agent’s and the Secured Parties’ rights and remedies under this Assignment.




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2 COVENANT TO PAY



2.1 Covenant to Pay Each Assignor, as primary obligor and not merely as surety, hereby
covenants with and undertakes to the Security Agent that it will pay or discharge each of the
Secured Obligations when due in the manner provided for in the Loan Documents.




2.2 Default Interest



Each Assignor agrees to pay interest on any amount not paid when due under this Assignment (after
as well as before judgment) at the Default Rate from time to time from the due date until the date
such amount is unconditionally and irrevocably paid and discharged in full.




3 ASSIGNMENT



3.1 Assignment Each Assignor hereby assigns absolutely to the Security Agent with full title
guarantee in accordance with the Law of Property (Miscellaneous Provisions) Act 1994 and as
continuing security for the payment, performance and discharge of all Secured Obligations, all of
its rights, title, interest and benefits under the Partnership Agreement, together with the benefit
of all powers and remedies for enforcing the same (the “Assigned Property”).



3.2 Limitation Notwithstanding anything in Clause 3.1 (Assignment), nothing in this Assignment
shall have the effect of any Assignor, whether alone or in combination with any other Assignor,
assigning to the Security Agent, whether now or in the future, more than 65% of its voting rights
and/or voting power (within the meaning of U.S. Treasury Regulation Section 1.956-2(c)(2)) under
the Partnership Agreement as security for the payment, performance and discharge of the Secured
Obligations.




4 CONTINUING SECURITY



4.1 Continuing Security The security constituted by this Assignment shall be continuing
security which shall extend to all the Secured Obligations and shall not be considered as satisfied
or discharged by any intermediate payment or settlement of all or any of the Secured Obligations.



4.2 Breaking of Accounts If for any reason the security constituted hereby ceases to be a
continuing security in respect of any Assignor (other than by way of discharge of such security in
accordance with the terms of this Assignment) or the Security Agent or any other Secured Party
receives, or is deemed to be affected by, notice, whether actual or constructive of any Lien
affecting the Assigned Property, the Security Agent may open a new account with or continue any
existing account with such Assignor. If the Security Agent does not open a new account, it shall
nevertheless be treated as if it had done so at the date of such cessation or the time when it
received or was deemed to have received notice. As from that time all payments made to the
Security Agent will be deemed to be credited or treated as being credited to the new account and
the liability of such Assignor in respect of the Secured Obligations relating to it at the date of
such cessation or the time when notice was received or deemed received shall remain and shall not
be reduced regardless of any payments into or out of any such account.




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4.3 Avoided Payments Where any release or discharge or other arrangement in respect of all or
part of the Secured Obligations (or in respect of any security for those Secured Obligations
including the security created under this Assignment) is made in reliance on any payment, security
or other disposition which is avoided or must be restored in an insolvency, liquidation or
otherwise and whether or not the Security Agent has conceded or compromised any claim that any
payment, security or other disposition will or should be avoided, the liability of the Assignors
for the payment of the Secured Obligations and the obligations of the Assignors under this
Assignment shall continue as if such release, discharge or other arrangement had not been made.



4.4 Appropriations Until all the Secured Obligations have been unconditionally and irrevocably
paid and discharged in full in cash, the Security Agent and each Secured Party (or any agent or
trustee on its behalf) may:





	(a)	 	refrain from applying or enforcing any other moneys, security or rights held or received by
it in respect of the Secured Obligations or apply and enforce the same in such manner and
order as it sees fit (whether against the Secured Obligations or otherwise) and no Assignor
shall be entitled to the benefit of the same; and
	 
	(b)	 	hold in a suspense account any moneys received from any Assignor or any other person in
respect of the Secured Obligations, without liability to pay interest on those moneys.




4.5 Additional Security This Assignment is in addition to and shall not in any way be
prejudiced by, prejudicial to or affect or merge with any other security now or hereafter held by
the Security Agent or any Secured Party (or any agent or trustee on its behalf) for the Secured
Obligations or any of them.



4.6 Security Held by Assignors No Assignor will without the prior written consent of the
Security Agent hold any security from any other person in respect of such Assignor’s liabilities
hereunder. Such Assignor will hold any security held by it in breach of this provision on trust
for the Security Agent.




5 REPRESENTATIONS AND WARRANTIES



Each Assignor makes the following representations and warranties to the Security Agent on the date
of the Assignment and, by reference to the facts and circumstances then existing, on the same dates
as the representations and warranties contained in the Credit Agreement and acknowledges that the
Security Agent and Secured Parties have entered into the Loan Documents in reliance on such
representations and warranties.



5.1 Assigned Property The Partnership Agreement:





	(a)	 	is in full force and effect and the obligations expressed to be assumed by the Assignor
thereunder are legal, valid and enforceable obligations of the Assignor;
	 
	(b)	 	there have been no amendments to the Partnership Agreement since 2 March 2006, unless
otherwise consented to by the Security Agent;
	 
	(c)	 	neither the Assignor nor, to the best of its knowledge, any other party is in default in any
material respect under the Partnership Agreement;




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	(d)	 	the Assignor has not assigned or agreed to assign any of its present or future rights, title
or interest in and to the Partnership Agreement other than pursuant to this Assignment;
	 
	(e)	 	no right of action is vested in any party to the Partnership Agreement in respect of any
representation, breach of condition, breach of warranty or breach of any other express or
implied term by the Assignor thereunder, and
	 
	(f)	 	the Assignor has no knowledge of any fact which would or might prejudice or affect any right,
power or ability of the Security Agent to enforce the Partnership Agreement or any term or
condition thereof.





6 UNDERTAKINGS



Each Assignor undertakes as follows to the Security Agent throughout the Security Period:



6.1 Maintenance of Legal Validity The Assignor shall obtain, comply with the terms of and do
all that is necessary to maintain in full force and effect all authorisations, approvals, licences
and consents required in or by the laws and regulations of England to enable it lawfully to enter
into, exercise its rights under and perform the obligations expressed to be assumed by it in this
Assignment and to ensure the legality, validity, enforceability and admissibility in evidence of
this Assignment in England.



6.2 Negative Pledge The Assignor shall not, except pursuant to Clause 3 (Assignment) create or
agree or attempt to create or permit to exist (in favour of any person other than the Security
Agent) any Lien (other than a Lien permitted under the terms of the Credit Agreement) over the
whole or any part of the Assigned Property or agree to do so.



6.3 Untrue Representations The Assignor shall notify the Security Agent of the occurrence of
any event which results in or may reasonably be expected to result in any of the representations
and warranties contained in Clause 5 (Representations and Warranties) being untrue.



6.4 Compliance The Assignor shall, at any time after the occurrence of an Event of Default
which is continuing, do or permit to be done each and every act or thing the Security Agent may
from time to time require to be done for the purpose of enforcing the Security Agent’s rights under
this Assignment and shall allow the Assignor’s name to be used as and when required by the Security
Agent for that purpose.



6.5 Performance The Assignor shall perform its obligations in a prompt and efficient manner and
shall protect, maintain and enforce its rights under the Partnership Agreement and not do or omit
to do anything in relation thereto which may reasonably be expected adversely and materially to
affect the ability of the Assignor to perform its obligations under the Credit Agreement (if
applicable) or this Assignment.



6.6 Notice of Assignment The Assignor shall promptly after execution of this Assignment give
notice of the assignment pursuant to Clause 3 (Assignments) of all of its rights, title, interest
and benefits in and to the Partnership Agreement, by sending a notice in substantially the form of
Part 1 of Schedule 2 (Notice of Assignment of Partnership Agreement) duly completed to each other
party to the Partnership Agreement.




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Each Assignor shall use its reasonable endeavours to procure that, within 3 days of the date
hereof, each such other party acknowledges such notice in the form of Part 2 of Schedule 2 (Form of
Acknowledgement of Assignment of Partnership Agreement).




7 FURTHER ASSURANCES



7.1 Each Assignor shall, at its own expense from time to time, execute and give all such assurances
and do all acts and things as the Security Agent may require or consider desirable under the laws
of any jurisdiction governing the Assigned Property to enable the Security Agent to perfect or
protect the security intended to be created hereby over the Assigned Property or any part thereof
or to facilitate the sale of the Assigned Property or any part thereof or the exercise by the
Security Agent of any of the rights, powers, authorities and discretions vested in it or any
Receiver of the Assigned Property or any part thereof or any such delegate or sub-delegate as
aforesaid, including to facilitate vesting all or part of such assets in the name of the Security
Agent or in the names of its nominee, agent or any purchaser. To that intent, without prejudice to
the generality of the foregoing and subject to the terms and conditions set out in the other
Clauses of this Assignment, each Assignor shall execute all transfers, sales, dispositions and
appropriations (whether to the Security Agent or otherwise) and shall give all notices, orders and
directions and make all registrations which the Security Agent may (in its absolute discretion)
consider expedient.



7.2 Without prejudice to the generality of Clause 7.1 but subject to the other terms and conditions
of this Assignment, each Assignor will forthwith at the request of the Security Agent execute an
assignment or other security at any time over all or any of the Assigned Property subject to or
intended to be subject to the security constituted by this Assignment in such form as the Security
Agent may require but containing terms no more onerous than those in this Assignment.




8 ENFORCEMENT OF SECURITY



8.1 Event of Default At any time after an Event of Default has occurred and is continuing, the
Security Agent may exercise any of each Assignor’s rights or remedies under the Partnership
Agreement and perform the obligations assumed by each Assignor under the Partnership Agreement in
such manner as it sees fit and may, without notice to such Assignor and without demand for payment,
apply the moneys derived from the Assigned Property in or towards discharge of the Secured
Obligations in such order and in such amounts as the Security Agent sees fit or otherwise in
accordance with the terms hereof.




8.2 Statutory Powers





	(a)	 	The power of sale and any other power conferred on a mortgagee by law (including under
Section 101 of the Law of Property Act 1925) as varied or amended by this Assignment will be
immediately exercisable at any time after the security constituted by this Assignment has
become enforceable.
	 
	(b)	 	For the purposes of all powers implied by statute, the Secured Obligations shall be deemed to
have become due and payable on the date hereof.




8.3 Law of Property Act Sections 93 and 103 of the Law of Property Act 1925 shall not apply to
this Assignment.




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9 RIGHTS UNDER THE ASSIGNED PROPERTY



9.1 Clause 8 not affected The provisions of this clause are without prejudice to Clause 8.1
(Event of Default)



9.2 Limitation of the Security Agent’s liabilities The Security Agent shall not be obliged:





	(a)	 	to make any enquiry as to the nature or sufficiency of any payment received by it under this
Assignment or pursuant to the Partnership Agreement; or
	 
	(b)	 	to make any enquiry as to the adequacy of performance by any other party to the Partnership
Agreement or of its obligations under that contract;
	 
	(c)	 	to make any claim or take any other action under this Assignment; or
	 
	(d)	 	to collect any moneys or to enforce any of its other rights under this Assignment.




9.3 Assignor liable to perform Each Assignor shall remain liable to perform all the
obligations assumed by it under the Partnership Agreement.



9.4 Further limitation of Security Agent’s liabilities The Security Agent shall have no
obligation under the Partnership Agreement and shall have no liability in the event of the failure
by any Assignor to perform its obligations under the Partnership Agreement.




10 RECEIVER



10.1 Appointment of Receiver At any time after the security constituted by this Assignment
becomes enforceable or if an application is made for the appointment of or notice is given of
intention to appoint an administrator in respect of any Assignor or if any Assignor so requests,
the Security Agent may without further notice appoint under seal or in writing under its hand any
one or more qualified persons to be a Receiver of all or any part of the Assigned Property in like
manner in every respect as if the Security Agent had become entitled under the Law of Property Act
1925 to exercise the power of sale thereby conferred. In this Clause 10.1 “qualified person” means
a person who, under the Insolvency Act 1986, is qualified to act as a receiver of the property of
any company with respect to which he is appointed or (as the case may require) an administrative
receiver of any such company.




10.2 Powers of Receiver





	(a)	 	Every Receiver appointed in accordance with Clause 10.1 (Appointment of Receiver) shall have
and be entitled to exercise all of the following powers set out in paragraph (b) of this
Clause 10.2 in addition to those conferred by the Law of Property Act 1925 on any receiver
appointed thereunder. If at any time there is more than one Receiver of all or any part of
the Assigned Property, each such Receiver may (unless otherwise stated in any document
appointing him) exercise all of the powers conferred on a Receiver under this Assignment
individually and separately from each other Receiver.
	 
	(b)	 	The powers referred to in the first sentence of paragraph (a) above are:




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	 	(i)	 	to bring, prosecute, enforce, defend and abandon any actions, suits and
proceedings in relation to any of the Assigned Property as may seem to him to be
expedient;
	 
	 	(ii)	 	to give valid receipts for all moneys and execute all assurances and things
which may be proper or desirable for realising any of the Assigned Property;
	 
	 	(iii)	 	to do all such other acts and things as he may consider desirable or necessary
for realising any of the Assigned Property or incidental or conducive to any of the
matters, powers or authorities conferred on a Receiver under or by virtue of this
Assignment, to exercise in relation to any of the Assigned Property or any part thereof
all such powers, authorities and things as he would be capable of exercising if he were
the absolute beneficial owner of the same and to use the name of any Assignor for any
such purposes.




10.3 Removal and Remuneration The Security Agent may from time to time by writing under its
hand remove any Receiver appointed by it and may, whenever it may deem it expedient, appoint a new
Receiver in the place of any Receiver whose appointment may for any reason have terminated and may
from time to time fix the remuneration of any Receiver appointed by it.



10.4 Security Agent’s right to Exercise To the fullest extent permitted by law, all or any of
the powers, authorities and discretions which are conferred by this Assignment (either expressly or
impliedly) upon a Receiver of the Assigned Property may be exercised by the Security Agent at any
time after the security constituted by this Assignment has become enforceable in relation to the
whole or any part of the Assigned Property without first appointing a Receiver of such property or
any part thereof or notwithstanding the appointment of a Receiver of such property or any part
thereof.




11 APPLICATION OF PROCEEDS



Any moneys received by the Security Agent or by any Receiver appointed by it pursuant to this
Assignment and/or under the powers hereby conferred shall, after the security hereby constituted
shall have become enforceable, but subject to the payment of any claims having priority to the
security constituted by this Assignment and to the Security Agent’s and such Receiver’s rights
under Clause 10.2 (Powers of Receiver), be applied against the amounts due and payable under the
Loan Documents in accordance with the provisions of the Credit Agreement.




12 PROTECTION OF THIRD PARTIES



No person or company dealing with the Security Agent or the Receiver or its or his agents shall be
concerned to enquire whether the Secured Obligations have become due and payable or whether any
power which the Receiver is purporting to exercise has become exercisable or whether any of the
Secured Obligations remains outstanding or to see to the application of any money paid to the
Security Agent or to such Receiver.




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13 CURRENCY OF ACCOUNT



13.1 Currency of Account All payments hereunder shall be made in immediately available funds in
the currency and to the account specified by the Security Agent in the corresponding demand.



13.2 Currency Conversion If notwithstanding Clause 13.1 (Currency of Account) any monies are
received or held by the Security Agent in a currency other than that specified in such demand, such
monies may be converted into the currency specified in the demand issued by the Security Agent
pursuant to Clause 13.1 (Currency of Account) to cover the Secured Obligations in that other
currency at the spot rate of exchange quoted by a bank selected by the Security Agent (acting
reasonably) then prevailing for purchasing that other currency with the existing currency.



13.3 No Discharge No payment to the Security Agent (whether under any judgment or court order or
otherwise) shall discharge the obligation or liability of any Assignor unless and until the
Security Agent shall have received payment in full in the currency in which the obligation or
liability was incurred and to the extent that the amount of any such payment shall on actual
conversion into such currency fall short of such obligation or liability expressed in that currency
the Security Agent shall have a further separate cause of action against each Assignor to recover
the amount of the shortfall.



13.4 Currency Indemnity If any sum due from any Assignor under this Assignment or any order or
judgment given or made in relation hereto has to be converted from the currency (the “first
currency”) in which the same is payable hereunder or under such order or judgment into another
currency (the “second currency”) for the purpose of (1) making or filing a claim or proof against
such Assignor; (2) obtaining an order or judgment in any court or other tribunal; or (3) enforcing
any order or judgment given or made in relation hereto, such Assignor shall indemnify and hold
harmless the Security Agent from and against any loss suffered or incurred as a result of any
discrepancy between (A) the rate of exchange used for such purpose to convert the sum in question
from the first currency into the second currency and (B) the rate or rates of exchange at which the
Security Agent may in the ordinary course of business purchase the first currency with the second
currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order,
judgment, claim or proof.




14 COSTS AND EXPENSES



14.1 Costs and Expenses Each Assignor shall, on demand of the Security Agent, reimburse to the
Security Agent on a full indemnity basis all costs and expenses (including legal fees), and any VAT
thereon, incurred by the Security Agent in connection with the negotiation, preparation, execution,
modification, amendment, release and/or preservation of any of its rights under this Assignment.



14.2 Indemnity Each Assignor shall indemnify the Security Agent on demand against any and all
costs, claims, losses, expenses (including legal fees) and liabilities, and any VAT thereon, which
the Security Agent may incur as a result of the occurrence of any Event of Default or the exercise
by the Security Agent of any of its rights and powers under this Assignment.




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14.3 Interest The amounts payable under Clauses 14.1 (Costs and Expenses) and 14.2 (Indemnity)
above shall bear interest (compounded monthly) at the Default Rate (payable as well after as before
judgment), from the dates on which they were paid or incurred by the Security Agent to the date of
payment thereof by the Assignors.




15 DELEGATION



The Security Agent or any Receiver appointed hereunder may at any time and from time to time
delegate by power of attorney or in any other manner to any person or persons all or any of the
powers, authorities and discretions which are for the time being exercisable by the Security Agent
or such Receiver under this Assignment in relation to the Assigned Property or any part thereof.
Any such delegation may be made upon such terms (including power to sub-delegate) and subject to
such regulations as the Security Agent or Receiver may think fit. The Security Agent or Receiver
shall not be in any way liable or responsible to any Assignor for any loss or damage arising from
any act, default, omission or misconduct on the part of any such delegate or sub-delegate.




16 POWER OF ATTORNEY



16.1 Appointment Each Assignor hereby, by way of security and in order more fully to secure the
performance of its obligations hereunder, irrevocably appoints the Security Agent and every
Receiver of the Assigned Property (or any part thereof) appointed hereunder and any person
nominated for the purpose by the Security Agent or any Receiver in writing under hand by an officer
of the Security Agent or any Receiver severally as its attorney and on its behalf and in its name
or otherwise to execute and do all such assurances, acts and things which such Assignor is required
to do under the covenants and provisions contained in this Assignment (including to make any demand
upon or to give any notice or receipt to any person owing moneys to such Assignor and to execute
and deliver any charges, assignments or other security and any transfers of securities) and
generally in its name and on its behalf to exercise all or any of the powers, authorities and
discretions conferred by or pursuant to this Assignment or by statute on the Security Agent or any
such Receiver, delegate or sub-delegate and (without prejudice to the generality of the foregoing)
to seal and deliver and otherwise perfect any deed, assurance, agreement, instrument or act which
it may reasonably deem proper in or for the purpose of exercising any of such powers, authorities
and discretions.



16.2 Ratification Each Assignor hereby ratifies and confirms and agrees to ratify and confirm
whatever any such attorney as is mentioned in Clause 16.1 (Appointment) shall do or purport to do
in the exercise or purported exercise of all or any of the powers, authorities and discretions
referred to in such Clause 16.1 (Appointment).




17 ASSIGNMENTS, ETC.



17.1 The Security Agent The Security Agent may assign and transfer all of its respective rights
and obligations hereunder to a replacement Security Agent appointed in accordance with the terms of
the Security Trust Deed. Upon such assignment and transfer taking effect, the replacement Security
Agent shall be and be deemed to be acting as Security Agent for the Secured Parties for the
purposes of this Assignment in place of the old Security Agent.




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17.2 The Assignors Neither Assignor shall be entitled to transfer or assign all or any of its
rights or obligations in respect of this Assignment without the prior written consent of the
Security Agent.




18 WAIVERS AND REMEDIES CUMULATIVE




18.1 Waivers and Remedies Cumulative





	(a)	 	The rights of the Security Agent under this Assignment:






	 	(i)	 	may be exercised as often as the Security Agent deems necessary (in its
discretion);
	 
	 	(ii)	 	are cumulative and not exclusive of any rights provided by law; and
	 
	 	(iii)	 	may be waived only in writing and specifically.






	 	 	Delay in exercising or non-exercise of any such right shall not be construed as a waiver of
that right.
	 
	(b)	 	The Security Agent may waive any breach by any Assignor of any of such Assignor’s obligations
hereunder.





19 SET-OFF



Where an Event of Default has occurred and is continuing, the Security Agent may (but shall not be
obliged to) set off any obligation which is due and payable by any Assignor and unpaid against any
obligation (whether or not matured) owed by the Security Agent to any such Assignor, regardless of
the place of payment, booking branch or currency of either obligation. If the obligations are in
different currencies, the Security Agent may convert either obligation at a market rate of exchange
in its usual course of business for the purpose of the set-off. If either obligation is
unliquidated or unascertained, the Security Agent may set off in an amount estimated by it in good
faith to be the amount of that obligation.




20 SERVICE OF PROCESS



20.1 The Security Agent and the Assignors agree that process by which any dispute or claim arising
out of or in connection with this Assignment are begun in England may be served on any Assignor by
being delivered to:




	 	 	 	 	 
	 

	 	Address:
	 	The London Law Agency Limited
	 

	 	 	 	69 Southampton Row
	 

	 	 	 	London
	 

	 	 	 	WC1B 4ET
	 
	 	 	 	 
	 

	 	Fax No:
	 	0207 583 1531
	 
	 	 	 	 
	 

	 	Attention:
	 	Company Secretarial Department





20.2 If the appointment of the person mentioned in this Clause 20 (Service of Process) ceases to be
effective or such person ceases for any reason to act as process agent for any





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Assignor, such Assignor shall immediately appoint a replacement process agent for the purposes of
this Clause 20 (Service of Process) in England and shall immediately notify the Security Agent of
the change in accordance with Clause 22 (Notices), and failing such appointment within 10 Business
Days, the Security Agent may appoint a replacement process agent to accept service of process on
behalf of such Assignor by notice to such Assignor. This Clause 20 (Service of Process) does not
affect the right to serve process in any other manner permitted by law.




21 ADDITIONAL PROVISIONS





	21.1	 	Provisions Severable
	 
	(a)	 	If a provision of this Assignment is, or but for this Clause 21.1 (Provisions Severable)
would be, held to be illegal, invalid or unenforceable, in whole or in part, in any
jurisdiction the provision shall be ineffective to the extent of such illegality, invalidity
or unenforceability without rendering the remaining provisions of this Assignment illegal,
invalid or unenforceable, and any such illegality, invalidity or unenforceability in any
jurisdiction shall not invalidate or render invalid or unenforceable such provisions in any
other jurisdiction.
	 
	(b)	 	If a provision of this Assignment is held to be illegal, invalid or unenforceable, in whole
or in part and Clause 21.1(a) cannot be used to make it legal, valid and enforceable, a party
to this Assignment may require the other party to enter into a deed under which that other
party undertakes in the terms of the original provision, but subject to such amendments as the
first party specifies in order to make the provision legal, valid and enforceable. No party
will be obliged to enter into a deed that would increase its liability beyond that contained
in this Assignment had all its provisions been legal, valid and enforceable.




21.2 Potentially Avoided Payments If the Security Agent considers that an amount paid to the
Security Agent or any Secured Party under any Loan Document is capable of being avoided or
otherwise set aside on the liquidation or administration of the person by whom such amount is paid,
then for the purposes of this Assignment, such amount shall be regarded as not having been paid.




22 NOTICES



22.1 Communications in Writing A notice, other communication or document given under this
Assignment other than as set out in Clause 20 (Service of Process) shall be in writing and signed
by or on behalf of the person giving it and, unless otherwise stated, may be made or delivered
personally, posted or faxed in accordance with Clause 22.3 (Delivery).



22.2 Addresses The address and fax number (and the department or officer, if any, for whose
attention the notice, other communication or document is to be made or delivered) of each party for
any notice, communication or document to be made or delivered under or in connection with this
Assignment is:





	(a)	 	in the case of each Assignor, that identified with its name in Schedule 1 (The Assignors)
with a copy to:





	 	 	 	 	 
	 

	 	Address:
	 	Affiliated Computer Services, Inc.






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	 	 	 	2828 N. Haskell Avenue
	 

	 	 	 	Dallas, Texas 75204
	 
	 	 	 	 
	 

	 	Fax No:
	 	00 1 214 823 5746
	 
	 	 	 	 
	 

	 	Attention:
	 	General Counsel; and







	(b)	 	in the case of the Security Agent:





	 	 	 	 	 
	 

	 	Address:
	 	388 Greenwich Street, 21st Floor
	 

	 	 	 	New York, New York 10013
	 
	 	 	 	 
	 

	 	Fax No:
	 	00 1 212 816 8112
	 
	 	 	 	 
	 

	 	Attention:
	 	James M Walsh







	 	 	or any substitute address, fax number or department or officer as the relevant party
notifies to the other party by not less than five Business Days notice.





22.3 Delivery





	(a)	 	Any notice, other communication or document so addressed shall be deemed to have been
received:






	 	(i)	 	if personally delivered, at the time of delivery;
	 
	 	(ii)	 	if sent by pre-paid post, recorded delivery or registered post, two Business
Days after the date of posting to the relevant address;
	 
	 	(iii)	 	if sent by registered air-mail, five Business Days after the date of posting
to the relevant address; and
	 
	 	(iv)	 	if sent by fax, on successful completion of its transmission as per
transmission report from the machine from which the fax was sent, save that if such
notice, communication or document is received after normal working hours (which shall
be deemed to be 8.30 a.m. and 5.30 p.m. on any Business Day in the country of the
recipient), such notice, communication or document shall be deemed to have been
received on the next Business Day;




and, if a particular department or officer is specified as part of its address details provided
under Clause 22.2 (Addresses), if addressed to that department or officer;





	(b)	 	Any communication or document to be made or delivered to the Security Agent shall be
effective only when received by the Security Agent and then only if the same is expressly
marked for the attention of the department or officer identified with the Security Agent’s
signature below or such other department or officer as the Security Agent shall from time to
time specify for this purpose.
	 
	(c)	 	For the avoidance of doubt, notice given under this Assignment shall not be validly served if
given by e-mail.




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23 LIMITATION



Notwithstanding anything to the contrary contained in this Assignment or any other Loan Document,
any Lien or security interest granted under this Assignment or any other Loan Document on any
Assigned Property consisting of “securities” (as such term is used in Rule 3-16 of Regulation S-X
under the Securities Act or any replacement rule or regulation hereafter adopted (“Rule 3-16 of
Regulation S-X”)) of any Assignor shall at all times be limited to the greatest portion of such
Assigned Property that would not require the financial statements for such Assignor to be filed
under Rule 3-16 of Regulation S-X, and the portion of such Assigned Property in excess thereof
shall be deemed “Excluded Property”; provided, however, that such limitation shall not be
applicable (and such Assigned Property shall not be deemed “Excluded Property”) (i) if an Event of
Default under Section 9.1(f) of the Credit Agreement has occurred and is continuing, (ii) upon
written notice by the Security Agent if any other Event of Default has occurred and is continuing
or (iii) if the Company shall cease to be subject to the covenants set forth in Section 301 of each
Supplemental Indenture (whether as a result of defeasance (legal or covenant), discharge, waiver,
amendment or otherwise).




24 COVENANT TO RELEASE



Upon the expiry of the Security Period or as otherwise permitted under the terms of the Credit
Agreement (but not otherwise), the Security Agent shall (or procure that its nominees shall), at
the request and cost of the Assignors, execute and do all such deeds, acts and things as may be
necessary to release the Assigned Property from the security constituted hereby.




25 COUNTERPARTS AND EFFECTIVENESS



25.1 Counterparts This Assignment may be executed in any number of counterparts, each of which
when executed and delivered constitutes an original of this Assignment, but all the counterparts
shall together constitute one and the same agreement.



25.2 Effectiveness This Assignment shall come into effect as a Deed on the date set forth
above.




26 GOVERNING LAW



This Assignment shall be governed by and construed in accordance with English law.



IN WITNESS WHEREOF THIS ASSIGNMENT HAS BEEN EXECUTED AS A DEED by each Assignor and has been signed
by or on behalf of the Security Agent.




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SIGNATORIES




	 	 	 	 	 
	THE ASSIGNORS	 	 
	 
	 	 	 	 
	ACS COMMERCIAL SOLUTIONS, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Nancy P. Vineyard	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Name: Nancy P. Vineyard	 	 
	Title: Treasurer	 	 
	 
	 	 	 	 
	ACS STATE & LOCAL SOLUTIONS, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Nancy P. Vineyard	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Name: Nancy P. Vineyard	 	 
	Title: Treasurer	 	 
	 
	 	 	 	 
	THE SECURITY AGENT	 	 
	 
	 	 	 	 
	CITICORP USA, INC.	 	 
	 
	 	 	 	 
	By:
	 	/s/ David J. Wirdnam	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Name: David J. Wirdnam	 	 
	Title: Director and
Vice President	 	 






Deed of Assignment Signature Page





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