THIRD SUPPLEMENTAL INDENTURE<\/p>\n
4.70% Senior Notes Due 2010<\/p>\n
5.20% Senior Notes due 2015<\/p>\n
THIRD SUPPLEMENTAL INDENTURE, dated as of February 5, 2010, to the Indenture
\ndated as of June 6, 2005 (the “Base Indenture” and, as amended and supplemented
\nto the date hereof, the “Indenture”), between Boulder Acquisition Corp., a
\ncorporation duly organized and existing under the laws of Delaware (the
\n“Company”), the successor to Affiliated Computer Services, Inc. (the
\n“Predecessor”), and Wilmington Trust Company, as trustee (the “Trustee”) (as
\nsuccessor to The Bank of New York Trust Company, N.A. (“BONY”), pursuant to that
\ncertain Instrument of Resignation, Appointment and Acceptance dated as of
\nDecember 19, 2006, among the Predecessor, the Trustee and BONY).<\/p>\n
W I T N E S S E T H<\/p>\n
WHEREAS, the Predecessor and BONY have heretofore executed and delivered the
\nIndenture to provide for the future issuance of the Predecessor153s unsecured debt
\nsecurities to be issued from time to time in one or more series as might be
\ndetermined by the Predecessor under the Indenture, in an unlimited aggregate
\nprincipal amount which may be authenticated and delivered as provided in the
\nIndenture;<\/p>\n
WHEREAS, the Predecessor and BONY have heretofore executed and delivered the
\nFirst Supplemental Indenture, dated as of June 6, 2005 (the “First Supplemental
\nIndenture”), pursuant to which the Predecessor has issued its 4.70% Senior Notes
\ndue 2010, in the aggregate amount of $250,000,000 (the “2010 Notes”);<\/p>\n
WHEREAS, the Predecessor and BONY have heretofore executed and delivered the
\nSecond Supplemental Indenture, dated as of June 6, 2005 (the “Second
\nSupplemental Indenture”), pursuant to which the Predecessor has issued its 5.20%
\nSenior Notes due 2015, in the aggregate amount of $250,000,000 (the “2015
\nNotes”, and together with the 2010 Notes, the “Notes”);<\/p>\n
WHEREAS, the Predecessor has merged with and into the Company as of February
\n5, 2010 with the Company surviving such merger (the “Merger”) and continuing to
\nbe the issuer of the Notes;<\/p>\n
WHEREAS, pursuant to Section 9.01 of the Indenture, the Company and the
\nTrustee may amend and supplement the Indenture without the consent of any Holder
\nof the Notes to evidence the succession of another Person to the Predecessor;\n<\/p>\n
WHEREAS, the Company has determined to enter into, and has requested the
\nTrustee to execute, this Third Supplemental Indenture for the purpose of
\nconfirming that the Company, as successor in the Merger, assumes the obligations
\nunder the Base Indenture, the First Supplemental Indenture, the Second
\nSupplemental Indenture and the Notes, as provided in Section 501 of the First
\nSupplemental Indenture and the Second Supplemental Indenture;<\/p>\n<\/p>\n
1<\/p>\n
WHEREAS, the Predecessor has delivered to the Trustee an Officers153
\nCertificate as well as an Opinion of Counsel pursuant to Section 501 of the
\nFirst Supplemental Indenture and the Second Supplemental Indenture and Sections
\n9.06 and 10.04 of the Indenture to the effect that the Merger and the execution
\nand delivery of this Third Supplemental Indenture by the Company comply with the
\nIndenture, the First Supplemental Indenture, the Second Supplemental Indenture
\nand the Notes; and<\/p>\n
WHEREAS, all other acts and proceedings required by law, by the Indenture and
\nby the charter documents of the Company to make this Third Supplemental
\nIndenture a valid and binding agreement for the purposes expressed herein, in
\naccordance with its terms, have been duly done and performed.<\/p>\n
NOW, THEREFORE, in consideration of the premises and the covenants and
\nagreements contained herein, and for other good and valuable consideration the
\nreceipt of which is hereby acknowledged, the Company and the Trustee hereby
\nagree as follows:<\/p>\n
ARTICLE 1<\/p>\n
RATIFICATION; DEFINITIONS<\/p>\n
Section 1.01. Third Supplemental Indenture<\/u>. This Third Supplemental
\nIndenture is supplemental to, and is entered into in accordance with Section
\n9.01 of the Indenture, and except as expressly modified, amended and
\nsupplemented by this Third Supplemental Indenture, all the terms, conditions and
\nprovisions of the Indenture are in all respects ratified and confirmed and shall
\nremain in full force and effect.<\/p>\n
Section 1.02. Definitions<\/u>. Unless the context shall otherwise require,
\nall terms which are defined in Section 1.01 of the Indenture shall have the same
\nmeanings, respectively, in this Third Supplemental Indenture as such terms are
\ngiven in said Section 1.01 of the Indenture.<\/p>\n
ARTICLE 2<\/p>\n
ASSUMPTION OF OBLIGATIONS<\/p>\n
Section 2.01 Assumption of Obligations under Indenture and 2010
\nNotes<\/u>. Pursuant to Section 501 of the First Supplemental Indenture, the
\nCompany, as successor in the Merger, expressly assumes the due and punctual
\npayment of the principal of (and premium, if any) and interest on all the 2010
\nNotes and the performance of the Predecessor153s covenants and obligations under
\nthe Base Indenture, the First Supplemental Indenture and the 2010 Notes.<\/p>\n
Section 2.02 Assumption of Obligations under Indenture and 2015
\nNotes<\/u>. Pursuant to Section 501 of the Second Supplemental Indenture, the
\nCompany, as successor in the Merger, expressly assumes the due and punctual
\npayment of the principal of (and premium, if any) and interest on all the 2015
\nNotes and the performance of the Predecessor153s covenants and obligations under
\nthe Base Indenture, the Second Supplemental Indenture and the 2015 Notes.<\/p>\n<\/p>\n
2<\/p>\n
ARTICLE 3<\/p>\n
MISCELLANEOUS<\/p>\n
Section 3.01. Effective Date<\/u>. This Third Supplemental Indenture shall
\nbecome effective as of the date hereof.<\/p>\n
Section 3.02. Counterparts<\/u>. This Third Supplemental Indenture may be
\nexecuted in any number of counterparts, each of which shall be an original; but
\nsuch counterparts shall constitute but one and the same instrument.<\/p>\n
Section 3.03. Acceptance<\/u>. The Trustee accepts the Indenture, as
\nsupplemented by this Third Supplemental Indenture, and agrees to perform the
\nsame upon the terms and conditions set forth therein as so supplemented. The
\nTrustee shall not be responsible in any manner whatsoever for or in respect of
\nthe validity or sufficiency of this Third Supplemental Indenture or the due
\nexecution thereof by the Company or in respect of the recitals contained herein,
\nall of which are made solely by the Company. In entering into this Third
\nSupplemental Indenture, the Trustee shall be entitled to the benefit of every
\nprovision of the Indenture and the Notes relating to the conduct or affecting
\nthe liability or affording protection to the Trustee, whether or not elsewhere
\nherein so provided.<\/p>\n
Section 3.04. Successors and Assigns<\/u>. All covenants and agreements in
\nthis Third Supplemental Indenture by the Company or the Trustee shall bind their
\nrespective successors and assigns, whether so expressed or not.<\/p>\n
Section 3.05. Severability<\/u>. In case any one or more of the provisions
\ncontained in this Third Supplemental Indenture or in the Notes shall for any
\nreason be held to be invalid, illegal or unenforceable in any respect, such
\ninvalidity, illegality or unenforceability shall not affect any other provisions
\nof this Third Supplemental Indenture or of the Notes, but this Third
\nSupplemental Indenture and the Notes shall be construed as if such invalid or
\nillegal or unenforceable provision had never been contained herein or therein.\n<\/p>\n
Section 3.06. Governing Law<\/u>. This Third Supplemental Indenture and the
\nNotes shall be construed in accordance with and governed by the laws of the
\nState of New York. This Third Supplemental Indenture is subject to the
\nprovisions of the Trust Indenture Act of 1939, as amended, and shall, to the
\nextent applicable, be governed by such provisions.<\/p>\n
Section 3.07. Incorporation into Indenture<\/u>. All provisions of this
\nThird Supplemental Indenture shall be deemed to be incorporated in, and made a
\npart of, the Indenture; and the Indenture, as amended and supplemented by this
\nThird Supplemental Indenture, shall be read, taken and construed as one and the
\nsame instrument.<\/p>\n
Section 3.08. No Benefit<\/u>. Nothing in this Third Supplemental
\nIndenture, express or implied, shall give to any Person other than the parties
\nhereto and their successors or assigns, and the Holders of the Notes, any
\nbenefit or legal or equitable rights, remedy or claim under this Third
\nSupplemental Indenture, the Base Indenture or the Notes.<\/p>\n<\/p>\n
3<\/p>\n
Section 3.09. References to Supplemental Indenture<\/u>. Any and all
\nnotices, requests, certificates and other instruments executed and delivered
\nafter the execution and delivery of this Third Supplemental Indenture may refer
\nto the Indenture without making specific reference to this Third Supplemental
\nIndenture, but nevertheless all such references shall include this Third
\nSupplemental Indenture unless the context requires otherwise.<\/p>\n<\/p>\n
4<\/p>\n
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
\nIndenture to be duly executed, all as of the day and year first above written.\n<\/p>\n
| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n |
| \n The Company:<\/p>\n<\/td>\n<\/tr>\n | ||
| <\/td>\n<\/tr>\n | ||
| \n BOULDER ACQUISITION CORP.<\/p>\n<\/td>\n<\/tr>\n | ||
| <\/td>\n | <\/td>\n<\/tr>\n | |
| \n By<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ Lawrence A. Zimmerman<\/p>\n<\/td>\n<\/tr>\n |
| <\/td>\n | <\/td>\n | \n Name: Lawrence A. Zimmerman<\/p>\n Title: Vice President and Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9370],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9560,9566],"class_list":["post-41346","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-xerox-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_types-finance","corporate_contracts_types-finance__indenture"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41346","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41346"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41346"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41346"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41346"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} |