exv10w2



 





Exhibit 10.2




GUARANTY




     THIS GUARANTY is executed as of October 27, 2004, by the undersigned
(“Guarantor”), for the benefit of JPMorgan Chase Bank (in its capacity as
Administrative Agent for the benefit of the Lender Parties).



RECITALS

     A. Affiliated Computer Services, Inc., other Borrowers from time to time
party thereto, JPMorgan Chase Bank, as Administrative Agent (including its
permitted successors and assigns in such capacity, “Administrative Agent”), and
certain other lenders (including their respective permitted successors and
assigns) have entered into a Five Year Competitive Advance and Revolving Credit
Facility Agreement, dated as of October 27, 2004 (as amended, modified,
supplemented, or restated from time to time, the “Credit Agreement”); and



     B. This Guaranty is integral to the transactions contemplated by the Loan
Documents and the execution and delivery hereof is a condition precedent to
Lenders Parties’ obligations to extend credit under the Loan Documents.



     ACCORDINGLY, for adequate and sufficient consideration, the receipt and
adequacy of which are hereby acknowledged, Guarantor guarantees to the
Administrative Agent and the Lender Parties the prompt payment of the
Guaranteed Debt (defined below) as follows:



     1. DEFINITIONS. Terms defined in the Credit Agreement have the same
meanings when used, unless otherwise defined, in this Guaranty. As used in
this Guaranty:



     Borrower means any Borrower (as defined in the Credit Agreement) other
than Guarantor, any such Borrower as a debtor-in-possession, and any receiver,
trustee, liquidator, conservator, custodian, or similar party appointed for any
such Borrower or for all or substantially all of any such Borrower’s assets
under any Debtor Relief Law.



     Credit Agreement is defined in the recitals to this Guaranty.



     Guaranteed Debt means, collectively, (a) the Obligations of the Borrowers
and (b) all present and future costs, attorneys’ fees, and expenses reasonably
incurred by Administrative Agent or any Lender Party to enforce any Borrower’s,
Guarantor’s, or any other obligor’s payment of any of the Guaranteed Debt,
including, without limitation (to the extent lawful), all present and future
amounts that would become due but for the operation of § 502 or 506 or any
other provision of Title 11 of the United States Code and all present and
future accrued and unpaid interest (including, without limitation, all
post-maturity interest and any post-petition interest in any proceeding under
Debtor Relief Laws to which any Borrower or Guarantor becomes subject).



     Guarantor is defined in the preamble to this Guaranty.



     Lender Party means, individually, or Lender Parties means, collectively,
on any date of determination, the Administrative Agent and the Lender Parties
and their permitted successors and assigns.



     Subordinated Debt means all present and future obligations of any Borrower
to Guarantor, whether those obligations are (a) direct, indirect, fixed,
contingent, liquidated, unliquidated, joint, several, or joint and several, (b)
due or to become due to Guarantor, (c) held by or are to be held by Guarantor,
(d) created directly or acquired by assignment or otherwise, or (e) evidenced
in writing.



Guaranty




 









 





     2. GUARANTY. This is an absolute, irrevocable, and continuing guaranty of
payment, not collection, and the circumstance that at any time or from time to
time the Guaranteed Debt may be paid in full does not affect the obligation of
Guarantor with respect to the Guaranteed Debt incurred after that. This
Guaranty remains in effect and is a continuing guaranty until the Guaranteed
Debt (other than contingent Obligations included in the Guaranteed Debt for
which no demand has been made) is fully paid in cash and performed, and all
commitments to extend any credit under the Loan Documents have terminated, all
Letters of Credit and Competitive Letters of Credit have expired or been
terminated; and, upon the occurrence of each such event, this Guaranty shall
automatically terminate without any further action on the part of any Person
(other than with respect to such obligations included in the Guaranteed Debt
that expressly survive the termination of the Aggregate Commitments and
repayment of all other Obligations). Guarantor may not rescind or revoke its
obligations with respect to the Guaranteed Debt. Notwithstanding anything to
the contrary contained in this Guaranty or any other agreement or instrument
executed in connection with the payment of any of the Guaranteed Debt, the
amount of the Guaranteed Debt guaranteed by Guarantor under this Guaranty shall
be limited to an aggregate amount equal to the largest amount that would not
render Guarantor’s obligations hereunder subject to avoidance under § 548 of
the United States Bankruptcy Code or any comparable provision of any applicable
state Law.



     3. CONSIDERATION. Guarantor represents and warrants that the extension of
credit and other transactions under the Credit Agreement may reasonably be
expected to directly or indirectly benefit it, that it is benefiting from the
advances made to the Borrowers, and that the value of the consideration
received and to be received by Guarantor is reasonably worth at least as much
as Guarantor’s liability and obligation under this Guaranty.



     4. CUMULATIVE RIGHTS. If Guarantor becomes liable for any indebtedness
owing by any Borrower to the Administrative Agent or any Lender Party, other
than under this Guaranty, that liability may not be in any manner impaired or
affected by this Guaranty. The rights of the Administrative Agent or the
Lender Parties under this Guaranty are cumulative of any and all other rights
that the Administrative Agent or the Lender Parties may ever have against
Guarantor. The exercise by the Administrative Agent or the Lender Parties of
any right under this Guaranty or otherwise does not preclude the concurrent or
subsequent exercise of any other right.



     5. PAYMENT UPON DEMAND. If an Event of Default exists, Guarantor shall,
on demand and without further notice of dishonor and without any notice having
been given to Guarantor previous to that demand of either the acceptance by the
Administrative Agent or the Lender Parties of this Guaranty or the creation or
incurrence of any Guaranteed Debt, pay the amount of the Guaranteed Debt then
due and payable to the Administrative Agent and the Lender Parties. It is not
necessary for the Administrative Agent or the Lender Parties, in order to
enforce that payment by Guarantor, first or contemporaneously to institute suit
or exhaust remedies against any Borrower or others liable on any Guaranteed
Debt or to enforce rights against any Collateral securing any Guaranteed Debt.



     6. SUBORDINATION. The Subordinated Debt is expressly subordinated to the
full and final payment of the Guaranteed Debt. Upon the occurrence and during
the continuation of an Event of Default and upon receipt of written notice from
the Administrative Agent so directing, Guarantor agrees not to accept any
payment of any Subordinated Debt from any Company. If Guarantor receives any
payment of any Subordinated Debt in violation of the foregoing, Guarantor shall
hold that payment in trust for the Administrative Agent and the Lender Parties
and promptly turn it over to the Administrative Agent, in the form received
(with any necessary endorsements), to be applied to the Guaranteed Debt.



     7. SUBROGATION AND CONTRIBUTION. Until payment in full of the Guaranteed
Debt (other than contingent Obligations included in the Guaranteed Debt for
which no demand has been made), the termination of all commitments to extend
any credit under the Loan Documents, and the



Guaranty





 









 








expiration or termination of all Letters of Credit and Competitive Letters
of Credit, (a) Guarantor may not assert, enforce, or otherwise exercise any
right of subrogation to any of the rights or Liens of the Administrative Agent
or the Lender Parties or any other beneficiary against any Borrower or any
other obligor on the Guaranteed Debt or any collateral or other security (if
any) or any right of recourse, reimbursement, subrogation, contribution,
indemnification, or similar right against any Borrower or any other obligor on
any Guaranteed Debt or Guarantor of it, (b) Guarantor defers all of the
foregoing rights (whether they arise in equity, under contract, by statute,
under common Law, or otherwise), and (c) Guarantor defers the benefit of, and
subordinates any right to participate in, any collateral or other security (if
any) given to the Administrative Agent or the Lender Parties or any other
beneficiary to secure payment of any Guaranteed Debt.




     8. NO RELEASE. Guarantor’s obligations under this Guaranty may not be
released, diminished, or affected by the occurrence of any one or more of the
following events: (a) any taking or accepting of any other security or
assurance for any Guaranteed Debt; (b) any release, surrender, exchange,
subordination, impairment, or loss of any collateral securing any Guaranteed
Debt (if any); (c) any full or partial release of the liability of any other
obligor on the Obligation, except for any final release resulting from payment
in full in cash of the entire Obligations (other than contingent Obligations
included in the Guaranteed Debt for which no demand has been made); (d) the
modification of, or waiver of compliance with, any terms of any other Loan
Document; (e) the insolvency, bankruptcy, or lack of corporate or partnership
power of any other obligor at any time liable for any Guaranteed Debt, whether
now existing or occurring in the future; (f) any renewal, extension, or
rearrangement of any Guaranteed Debt or any adjustment, indulgence,
forbearance, or compromise that may be granted or given by the Administrative
Agent or any Lender Party to any other obligor on the Obligations; (g) any
neglect, delay, omission, failure, or refusal of the Administrative Agent or
any Lender Party to take or prosecute any action in connection with the
Guaranteed Debt or to foreclose, take, or prosecute any action in connection
with any Loan Document; (h) any failure of the Administrative Agent or any
Lender Party to notify Guarantor of any renewal, extension, or assignment of
any Guaranteed Debt, or the release of any security or of any other action
taken or refrained from being taken by the Administrative Agent or any Lender
Party against any Borrower or any new agreement between the Administrative
Agent, any Lender Party, and any Borrower; it being understood that neither the
Administrative Agent nor any Lender Party is required to give Guarantor any
notice of any kind under any circumstances whatsoever with respect to or in
connection with any Guaranteed Debt, other than any notice required to be given
to Guarantor by Law or elsewhere in this Guaranty; (i) the unenforceability of
any Guaranteed Debt against any other obligor or any security securing same
because it exceeds the amount permitted by Law, the act of creating it is ultra
vires, the officers creating it exceeded their authority or violated their
fiduciary duties in connection with it, or otherwise; (j) any payment of the
Obligations to the Administrative Agent or any Lender Party is held to
constitute a preference under any Debtor Relief Law or for any other reason the
Administrative Agent or any Lender Party is required to refund that payment or
make payment to someone else (and in each such instance this Guaranty will be
reinstated in an amount equal to that payment); or (k) any other circumstance
(including any statute of limitations) that might otherwise constitute a
defense available to, or a discharge of, a borrower or guarantor.



     9. WAIVERS. To the extent permitted by Law, Guarantor hereby waives
presentment and demand for payment, protest, notice of intention to accelerate,
notice of acceleration, and notice of protest and nonpayment. To the maximum
extent lawful, Guarantor waives all rights by which it might be entitled to
require suit on an accrued right of action in respect of any Guaranteed Debt or
require suit against any Borrower or others.



     10. LOAN DOCUMENTS. By execution hereof, Guarantor covenants and agrees
that certain representations, warranties, terms, covenants, and conditions set
forth in the Loan Documents are applicable to Guarantor by their terms and
shall be imposed upon Guarantor, and Guarantor reaffirms that


Guaranty










 









each such representation and warranty is true and correct in all material
respect to the extent that it relates to such Guarantor and covenants and
agrees to promptly and properly perform, observe, and comply with each such
term, covenant, or condition in each case as set forth in such Loan Documents.
Moreover, Guarantor acknowledges and agrees that this Guaranty is subject to
the offset provisions of the Loan Documents in favor of the Administrative
Agent and the Lender Parties. In the event the Credit Agreement or any other
Loan Document shall cease to remain in effect for any reason whatsoever during
any period when any part of the Guaranteed Debt remains unpaid, the terms,
covenants, and agreements of the Credit Agreement or such other Loan Document
incorporated herein by reference shall nevertheless continue in full force and
effect as obligations of Guarantor under this Guaranty.




     11. RELIANCE AND DUTY TO REMAIN INFORMED. Guarantor confirms that it has
executed and delivered this Guaranty after reviewing the terms and conditions
of the Loan Documents and such other information as it has deemed appropriate
in order to make its own credit analysis and decision to execute and deliver
this Guaranty. Guarantor confirms that it has made its own independent
investigation with respect to any Borrower’s creditworthiness and is not
executing and delivering this Guaranty in reliance on any representation or
warranty by the Administrative Agent or any Lender Party as to that
creditworthiness. Guarantor expressly assumes all responsibilities to remain
informed of the financial condition of each Borrower and any circumstances
affecting any Borrower’s ability to perform under the Loan Documents to which
it is a party or any Collateral securing any Guaranteed Debt.



     12. NO REDUCTION. The Guaranteed Debt may not be reduced, discharged, or
released because or by reason of any existing or future offset, claim, or
defense (except for the defense of complete and final payment of the Guaranteed
Debt (other than contingent Obligations included in the Guaranteed Debt for
which no demand has been made)) of any Borrower or any other obligor against
the Administrative Agent or any Lender Party or against payment of the
Guaranteed Debt, whether that offset, claim, or defense arises in connection
with the Guaranteed Debt or otherwise. Those claims and defenses include,
without limitation, failure of consideration, breach of warranty, fraud,
bankruptcy, incapacity/infancy, statute of limitations, lender liability,
accord and satisfaction, usury, forged signatures, mistake, impossibility,
frustration of purpose, and unconscionability.



     13. INSOLVENCY OF GUARANTOR. Should Guarantor (a) not be Solvent, or (b)
fail to pay its debts generally as they become due, or (c) voluntarily seek,
consent to, or acquiesce in, the benefit or benefits of any Debtor Relief Law
(other than as a creditor or claimant), or (d) become a party to (or be made
the subject of) any proceeding provided for by any Debtor Relief Law (other
than as a creditor or claimant) that could suspend or otherwise adversely
affect the rights of the Administrative Agent or any Lender Party granted
hereunder (unless, in the event such proceeding is involuntary, the petition
instituting same is dismissed within 60 days after its filing; provided,
however, that no order for relief shall have been entered in the interim),
then, in any such event, the Guaranteed Debt shall be, as among Guarantor, the
Administrative Agent, and the Lender Parties, a fully matured, due, and payable
obligation of Guarantor to the Administrative Agent and the Lender Parties,
payable in full by Guarantor to the Lender Parties upon demand, and the amount
thereof so payable shall be the estimated amount owing in respect of the
contingent claim created hereunder.



     14. LOAN DOCUMENT. This Guaranty is a Loan Document and is subject to the
applicable provisions of Sections 1 and 9 of the Credit Agreement, including,
without limitation, the provisions relating to GOVERNING LAW, JURISDICTION,
VENUE, SERVICE OF PROCESS, AND WAIVER OF JURY TRIAL, all of which are
incorporated into this Guaranty by reference the same as if set forth in this
Guaranty verbatim.



Guaranty




 









 





     15. NOTICES. For purposes of Section 9.2 of the Credit Agreement,
Guarantor’s address and telecopy number are as set forth next to Guarantor’s
signature on the signature page hereof.



     16. AMENDMENTS, ETC. No amendment, waiver, or discharge to or under this
Guaranty is valid unless it is in writing and is signed by the party against
whom it is sought to be enforced and is otherwise in conformity with the
requirements of Section 9.1 of the Credit Agreement.



     17. ADMINISTRATIVE AGENT AND LENDER PARTIES. The Administrative Agent is
the Administrative Agent for each Lender Party under the Credit Agreement. All
rights granted to the Administrative Agent under or in connection with this
Guaranty are for each Lender Parties’ ratable benefit. Administrative Agent
may, without the joinder of any Lender Party, exercise any rights in the
Administrative Agent’s or Lender Parties’ favor under or in connection with
this Guaranty. the Administrative Agent’s and each Lender Party’s rights and
obligations vis-a-vis each other may be subject to one or more separate
agreements between those parties. However, Guarantor is not required to
inquire about any such agreement or is subject to any of its terms unless
Guarantor specifically joins such agreement Therefore, neither Guarantor nor
its successors or assigns is entitled to any benefits or provisions of any such
separate agreement or is entitled to rely upon or raise as a defense any
party’s failure or refusal to comply with the provisions of such agreement.



     18. PARTIES. This Guaranty benefits the Administrative Agent, Lender
Parties, and their respective successors and assigns and binds Guarantor and
its successors and assigns. Upon appointment of any successor Administrative
Agent under the Credit Agreement, all of the rights of Administrative Agent
under this Guaranty automatically vest in that new Administrative Agent as
successor Administrative Agent on behalf of Lender Parties without any further
act, deed, conveyance, or other formality other than that appointment. The
rights of the Administrative Agent and Lender Parties under this Guaranty may
be transferred with any assignment of the Guaranteed Debt pursuant to and in
accordance with the terms of the Credit Agreement. The Credit Agreement
contains provisions governing assignments of the Guaranteed Debt and of rights
and obligations under this Guaranty.



Remainder of Page Intentionally Blank.

Signature Page(s) to Follow.




Guaranty




 









 





     EXECUTED as of the date first stated in this Guaranty.



	 	 	 	 	 	 	 
	 	 	 	 	AFFILIATED COMPUTER SERVICES, INC.:
	 
	 	 	 	 	 	 
	Address:

	 	

	 	By:
	 	/s/ NANCY P. VINEYARD
	

	 	 	 	 	 	

	

	 	 	 	Name:
	 	Nancy P. Vineyard
	Telephone:

	 	

	 	Title:
	 	SVP & Treasurer
	Facsimile:

	 	
	 	 	 	 






Guaranty