Looking for an agreement? Search from over 1 million agreements now.

Agreement of Deed - Pledge of Receivables

This is an actual contract by Affiliated Computer Services.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
Exhibit 10.6 AGREEMENT AND DEED OF THE CREATION OF A FIRST RANKING RIGHT OF PLEDGE OF RECEIVABLES On the twentieth day of March, two thousand and six, appeared before me, Johannes Schouten, hereinafter referred to as " civil law notary" , substitute of Pieter Heyme Bolland, civil law notary ( notaris ) (" Notary" ) officiating at ( met plaats van vestiging te ) Amsterdam, The Netherlands: 1. Saskia Dorothe9e Schenke, employed at AKD Prinsen Van Wijmen N.V. at its office at Orlyplein 10, 1043 DP Amsterdam, the Netherlands, born at Wijchen, the Netherlands on the twenty-fourth day of March nineteen hundred and eighty-two, acting upon a written power of attorney granted by and as such representing Affiliated Computer Services International B.V. , a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) organized and existing under the laws of the Netherlands, with Ministry of Justice number B.V. 1165104, having its corporate seat ( statutaire zetel ) at Amsterdam, the Netherlands, with address Fred. Roeskestraat 123-I, 1076 EE Amsterdam, the Netherlands, registered with the trade register of the Chamber of Commerce for Amsterdam ( Kamer van Koophandel en Fabrieken voor Amsterdam ) under number 34160388 (the " Pledgor" ); 2. Bart Garnaat, employed as a lawyer at AKD Prinsen Van Wijmen N.V. at its office at Orlyplein 10, 1043 DP Amsterdam, the Netherlands, born at Purmerend, the Netherlands on the sixteenth day of September nineteen hundred and seventy-eight, acting upon a written power of attorney granted by and as such representing Citicorp USA, Inc. , a company incorporated under the laws of Delaware, United States of America, having its registered office in 1209 Orange Street, c/o CT Corporation, Wilmington, Delaware, United States of America, with address 388 Greenwich Street, New York, New York 10013, United States of America, for the purposes hereof acting in its own capacity (the " Pledgee" ).Page 1 of 19


WHEREAS : A. On the twentieth day of March two thousand six, a Credit Agreement (the " Credit Agreement" ) (as same may be extended, prolonged or amended, renewed or novated from time to time) was entered into amongst, inter alia , (1) Affiliated Computer Services, Inc. as Borrower (the " Company" ), (2) ACS Worldwide Lending Ltd. as the U.K. Borrower, (3) Citicorp USA, Inc. as Administrative Agent and (4) Citigroup Global Markets, Inc. as Sole Lead Arranger and Book Runner. B. Moreover, in connection with the transactions contemplated by the Credit Agreement, the Pledgor has entered into a Guaranty (as defined in the Credit Agreement (and included in the Loan Documents)) dated the twentieth day of March two thousand six in favor of the Guaranteed Parties (the " Guaranty" ). A copy of the Guaranty is attached to this Deed (as hereinafter defined). C. Pursuant to the Credit Agreement and the Guaranty, the Pledgor is obliged to create a right of pledge on the Present Receivables (as hereinafter defined), the Relative Future Receivables (as hereinafter defined) and the Absolute Future Receivables (as hereinafter defined) in favor of the Pledgee for the benefit of the Guaranteed Parties, and, pursuant to this Deed (as hereinafter defined), for the benefit of the Pledgee (for the avoidance of doubt acting in its own capacity) which pledge shall be created by this Deed (as hereinafter defined). DECLARE AS FOLLOWS :
1. INTERPRETATION 1.1 Words and expressions defined in the Credit Agreement shall have the same meaning when used herein unless otherwise defined herein. 1.2 In this agreement and deed of the creation of a first ranking right of pledge of Receivables ( pandakte ) (the " Deed" ) the following words and expressions shall have the following meanings: Absolute Future
Receivables means all Receivables acquired by the Pledgor after the time of this Deed from any Subsidiaries of the Borrower or of any Subsidiary Borrower, other than the Future Receivables acquired directly pursuant to a legal relationship now in existence; Articles of Association means the articles of association ( statuten ) of the Company as they read since they have lastly been amended by a deed of amendment, executed on the tenth day of March, two thousand six, before a substitute of Paul Hubertus Nicolaas Quist, civil law notary officiating in Amsterdam, the Netherlands, (these articles of association have not been amended since) as amended from time to time; Page 2 of 19


Enforcement
Event means any default ( verzuim ) in or in connection with the proper performance of the Secured Obligations, provided it is also an Event of Default (as defined in the Credit Agreement) which has occurred and is continuing, and has not been remedied or waived; Existing Indenture means the Indenture, dated the sixth day of June two thousand five, between the Company and The Bank of New York Trust Company, N.A., as trustee, as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture; Existing Note means each of the notes issued under and governed by the Existing Indenture; Existing Note
Obligations means all obligations of the Company under the Existing Notes; First Supplemental
Indenture means the First Supplemental Indenture, dated the sixth day of June two thousand five, between the Company and The Bank of New York Trust Company, N.A., as trustee, but not as thereafter may be supplemented or amended; Foreign Obligations means all Obligations, other than any U.S. Obligations, which now or at any time hereafter may be or become due, owing or incurred by the Guarantors to any one or more of the Administrative Agent, Citicorp USA, Inc. in its own capacity, each Lender, each Issuer and each other holder of a Foreign Obligation, as creditor, joint and several creditor (whether in the meaning of Section 6:16 of the Dutch Civil Code or not) or otherwise from time to time, whether due and payable or not, whether contingent or not and whether alone or jointly with others, as principal, guarantor, surety or otherwise and in whatever name or style, under, in connection with or pursuant to the Loan Documents (as parties may succeed thereto as a party or may withdraw therefrom as a party), other than the Parallel Obligations, strictly to the extent relating to other than any U.S. Obligations; Page 3 of 19


Guaranteed Parties has the meaning as defined in the Guaranty; Receivables
Intercompany means all rights of the Pledgor to receive payment of an amount of money ( vordering tot voldoening van een geldsom ) from any Group Member, whether the same now exist ( bestaan ), or will hereafter be acquired by the Pledgor directly pursuant to a legal relationship now in existence ( rechtstreeks zullen worden verkregen uit een nu reeds bestaande rechtsverhouding ) or will hereafter be acquired otherwise by the Pledgor, and all rights, including dependent and ancillary rights, privileges and actions attached thereto; Receivables means (a) accounts receivable and all Proceeds thereof, and (b) to the extent not required to secure the Existing Note Obligations under the Supplemental Indentures (as hereafter defined) and to the extent not otherwise included under clause (a) of this definition of Receivables, all rights of the Pledgor to receive payment of an amount of money ( vordering tot voldoening van een geldsom ), whether the same now exist ( bestaan ), or will hereafter be acquired by the Pledgor directly pursuant to a legal relationship now in existence ( rechtstreeks zullen worden verkregen uit een nu reeds bestaande rechtsverhouding ) or will hereafter be acquired otherwise by the Pledgor, and all rights, including dependent and ancillary rights, privileges and actions attached thereto, including but not limited to the proceeds of any of the same; Parallel Debt has the meaning mentioned in article 2 hereof; Parallel Obligations the full and prompt payment when due of any and all obligations to pay an amount of money ( verplichtingen tot voldoening van een geldsom ), whether present or future, actual or contingent, that may at any time be owing by the Pledgor to the Pledgee under or pursuant to Clause 2 (Parallel Debt) of this Deed; Present
Receivables means all Receivables now in existence ( bestaan ) including but not limited to the receivables referred to in Schedule 1 of this Deed; Page 4 of 19


Relative Future
Receivables means all Receivables which the Pledgor will acquire after the time of this Deed directly pursuant to a legal relationship now in existence ( rechtstreeks zullen worden verkregen uit een nu reeds bestaande rechtsverhouding ); Second
Supplemental
Indenture means the Second Supplemental Indenture, dated the sixth day of June two thousand five, between the Company and The Bank of New York Trust Company, N.A., as trustee, but not as thereafter may be supplemented or amended; Secured
Obligations the Parallel Obligations and the Foreign Obligations to the extent owing to the Pledgee; Security Period means the period beginning on the date hereof and ending on the date on which all Secured Obligations have been irrevocably, fully and completely repaid or discharged in accordance with Clause 8.1 of this Deed; Supplemental
Indenture means each of the First Supplemental Indenture and the Second Supplemental Indenture. 1.3 Save where the contrary is indicated, any reference in this Deed to: the " Pledgee" , the " Pledgor" or the " Administrative Agent" shall be construed so as to include its or their respective permitted successors, transferees and assigns pursuant to the terms of the relevant Loan Documents from time to time and any successor of such successor, transferee or assign in accordance with their respective interests; a " Clause" shall, subject to any contrary indication, be construed as a reference to a clause hereof; the term " including" shall be construed as meaning " including without limitation" ; a " person" shall be construed as a reference to any person, firm, company, corporation, body corporate, 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; " tax" shall be construed so as to include any tax, levy, impost, duty or other charge of a similar nature (including any penalty or interest payable in connection with any failure to pay or delay in paying any of the same); the " Credit Agreement" and this " Deed" or any other agreement or document shall, where applicable, be deemed to be a reference to thePage 5 of 19


Credit Agreement and this Deed, or such other agreement or document as the same may have been, or may from time to time be, extended, prolonged, amended, supplemented, renewed or novated; and a statute or statutory provision shall be construed as a reference to such statute or statutory provision as the same may have been, or may be from time to time, amended or re-enacted and all instruments, orders, plans, regulations, by-laws, permissions and directions at any time made thereunder. This Deed is deemed to be included in the definition of the Collateral Documents mentioned in the Credit Agreement. 1.4 Headings are for convenience of reference only. Where the context admits, the singular includes the plural and vice versa. 2. PARALLEL DEBT 2.1 Parallel Debt (a) Without prejudice to the provisions of the Credit Agreement and for the purpose of ensuring and preserving the validity and continuity of the security rights granted and to be granted by the Pledgor under or pursuant to this Deed the Pledgor hereby irrevocably and unconditionally undertakes to pay to the Pledgee amounts equal to and in the currency of the Foreign Obligations from time to time due by the Pledgor in accordance with the terms and conditions of the Loan Documents (such payment undertaking and the obligations and liabilities which are the result thereof the " Parallel Debt" ); (b) The Pledgor and the Pledgee acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of the Pledgor to the Pledgee under this Deed which are separate and independent from, and without prejudice to, the corresponding Foreign Obligations which the Loan Parties have to any of the Guaranteed Parties and (ii) that the Parallel Debt represents the Pledgee' s own claims ( vorderingen op naam ) to receive payment of the Parallel Debt, provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Foreign Obligations. (c) Every payment of monies made by a Loan Party to any of the Guaranteed Parties shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by the Pledgor contained in Clause 2.1(a), provided that , if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application, the Pledgee shall be entitled to receive the amount of such payment from the Pledgor and the Pledgor shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.Page 6 of 19


(d) Subject to the provision in Clause 2.1(c), but notwithstanding any of the other provisions of this Clause 2: (i) the total amount due and payable as Parallel Debt under this Clause 2 shall be decreased to the extent a Loan Party shall have paid any amounts to any of the Guaranteed Parties to reduce the outstanding Foreign Obligations or any of the Guaranteed Parties otherwise receives any amount in payment of the Foreign Obligations; and (ii) to the extent that the Pledgor shall have paid any amounts to the Pledgee under the Parallel Debt or the Pledgee shall have otherwise received monies in payment of the Parallel Debt, the total amount due and payable under the Foreign Obligations shall be decreased as if said amounts were received directly in payment of the Foreign Obligations. (e) The Pledgee, by signing this Deed, acknowledges the provisions of Clause 2.1 on behalf of the Loan Parties. (f) The Pledgee undertakes to distribute to the Loan Parties an amount equal to an amount collected or recovered by the Pledgee which it has applied in reduction of its claim under the Parallel Debt in accordance with the terms of this Deed, as if the corresponding claim under the Foreign Obligations of the Loan Parties has not been discharged. 2.2 Undertaking to Pledge The Pledgor and the Pledgee hereby agree that the Pledgor shall grant to the Pledgee for the benefit of the Guaranteed Parties, and, where it concerns the Parallel Debt, for the benefit of the Pledgee, the rights of pledge purported to be granted under or pursuant to this Deed. 2.3 Pledgee not an Agent The parties acknowledge that, save as indicated in Clause 2.1(e), the Pledgee acts in its own name and not as agent or representative of the Loan Parties or any of them and the rights of pledge created hereunder or pursuant hereto will not be held on trust. 2.4 Default Any failure to satisfy the Secured Obligations when due shall constitute a default ( verzuim ) in or in connection with the proper performance of the Secured Obligations, without any reminder letter ( sommatie ) or notice of default ( ingebrekestelling ) being sent or required. 3. PLEDGE OF THE PRESENT RECEIVABLES, THE RELATIVE FUTURE RECEIVABLES AND ABSOLUTE FUTURE RECEIVABLES In order to secure and provide for the payment and discharge of all Secured Obligations, the Pledgor hereby pledges ( verpandt ) to the Pledgee for the duration of the Security Period: (i) by way of a disclosed right of pledge ( openbaar pandrecht ) all of its Present Receivables and Relative Future Receivables and, to the extent legally possible, on all of its Absolute Future Receivables, in sofar as such Receivables consist of Intercompany Receivables, which rights of pledge the Pledgee hereby accepts; (ii) by way of a first priority non-disclosed right of pledge ( eerste stil pandrecht ) all of its Present Receivables and Relative FuturePage 7 of 19


Receivables and, to the extent legally possible, on all of its Absolute Future Receivables, in sofar as such Receivables consist of other Receivables than Intercompany Receivables, which rights of pledge the Pledgee hereby accepts.The Pledgee shall be authorised, immediately after the execution of this Deed of Pledge or at any time thereafter, to notify the disclosed rights of pledge hereby granted by the Pledgor to each debtor of the Receivables, by notice substantially in the form of Schedule 2 attached to this Deed of Pledge. 4. FUTURE RECEIVABLES 4.1 The Pledgor hereby undertakes to pledge to the Pledgee in order to secure and provide for the payment and discharge of all Secured Obligations and subject to the terms hereof all of its Receivables (i) not later than ten (10) business days from the last day of each year (or with
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |