10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Mark One [X]	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2002
	OR
[   ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from                                     to                                    . Commission file number 0-24787

AFFILIATED COMPUTER SERVICES, INC.
(Exact name of registrant as specified in its charter)

Delaware	51-0310342
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)

2828 North Haskell
Dallas, Texas 75204
(Address of principal executive offices)
(Zip Code)

214-841-6111
(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Name of exchange on which registered
Class A common stock, par value $.01 per share	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:
NONE

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements the past 90 days.

Yes [X] No [    ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. [X]

     As of September 16, 2002, 125,499,389 shares of Class A common stock were outstanding. The aggregate market value of the Class A common voting stock held by nonaffiliates of Affiliated Computer Services, Inc. as of such date, approximated $5,667,702,000.

DOCUMENTS INCORPORATED BY REFERENCE: Proxy Statement for 2002 Annual Meeting - Part III.

TABLE OF CONTENTS

PART I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
	Item 5. Market for Our Common Equity and Related Stockholder Matters
	Item 6. Selected Consolidated Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
PART IV
	Item 15. Exhibits, Financial Statements, Financial Schedules and Reports on Form 8-K
EX-10.25 Revolving Credit Agreement
EX-21.1 Subsidiaries of the Company
EX-23.1 Consent of PricewaterhouseCoopers LLP

AFFILIATED COMPUTER SERVICES, INC.

FORM 10-K
June 30, 2002

Part I
	Item 1. Business	1
	Item 2. Properties	8
	Item 3. Legal Proceedings	9
	Item 4. Submission of Matters to a Vote of Security Holders	9
Part II
	Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters	10
	Item 6. Selected Consolidated Financial Data	11
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Item 8. Financial Statements and Supplementary Data	25
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	56
Part III
	Item 10. Directors and Executive Officers of the Registrant	56
	Item 11. Executive Compensation	56
	Item 12. Security Ownership of Certain Beneficial Owners and Management	56
	Item 13. Certain Relationships and Related Transactions	56
Part IV		56
	Item 15. Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K	56

PART I

Item 1. Business

General

We are a global, Fortune 1000 company delivering comprehensive business process outsourcing and information technology outsourcing solutions, as well as system integration services, to commercial clients, state and local government clients, and federal government clients. We are based in Dallas, Texas and have offices primarily in North America, as well as Central America, Europe, Africa, and the Middle East. Our clients have time-critical, transaction-intensive business and information processing needs, and we typically service these needs through long-term contracts. Approximately 90%, 89% and 88% of our revenues for fiscal years 2002, 2001 and 2000, respectively, were recurring, which are revenues derived from services that our clients use each year in connection with their ongoing businesses.

Our services enable businesses to focus on core operations, respond to rapidly changing technologies and reduce expenses associated with business processes and information processing. Our business strategy is to expand our client base and enhance our service offerings through both internal marketing and the acquisition of complementary companies. Our marketing efforts focus on developing long-term relationships with clients that choose to outsource mission critical business processes and information technology requirements. Our business expansion has been accomplished both from internal growth as well as through acquisition. Since inception through June 30, 2002, we have completed several acquisitions, which have resulted in geographic expansion, growth and diversification of our client base, expansion of services and products offered, and increased economies of scale. Our revenues have increased from $534 million in fiscal year 1995 to approximately $3.1 billion in fiscal year 2002, a compound annual growth rate of 28%. Of this growth, approximately 42% resulted from internal growth and 58% resulted from growth through acquisitions.

We serve three primary markets, which include state and local governments, commercial clients, and the federal government. We are a leading provider of business process outsourcing and information technology services to state and local governments. During fiscal year 2002, revenues from our state and local government segment accounted for approximately $1.24 billion, or 41% of our revenues. Of this $1.24 billion, approximately 58% is derived from services provided to local municipalities, approximately 25% is derived from state healthcare programs, and the remainder is derived from services provided to states, primarily child support payment processing. We provide technology-based services with a focus on transaction processing and program management services such as child support payment processing, electronic toll collection, welfare to workforce services, and traffic violations processing. We also design, develop, implement, and operate large-scale health and human services programs and the information technology solutions that support those programs.

Our commercial sector accounted for approximately $1.01 billion, or 33% of our fiscal year 2002 revenues. We provide business process outsourcing, technology outsourcing, and systems integration services to our commercial sector clients. These services are provided to a variety of clients nationwide, including healthcare providers, retailers, wholesale distributors, manufacturers, utilities, financial institutions, insurance and transportation companies. Our business process outsourcing services include claims processing, finance and accounting, loan processing and document processing. Our technology outsourcing services include mainframe, midrange, desktop, network, and web-hosting solutions. Our commercial systems integration services include application development and implementation, applications outsourcing, technical support and training, as well as network design and installation services.

We also serve the federal government market, which during fiscal year 2002 accounted for approximately $811 million, or 26% of our annual revenues. Our services in this market are comprised of business process outsourcing services, which consist primarily of loan processing services and human resources services, and systems integration services, which include application development and outsourcing, network implementation and maintenance, desktop services, technical staff augmentation, and training under long-term contracts. Approximately 55% of revenues within our federal government business are derived from civilian agencies with the remaining 45% from Department of Defense agencies.

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Market Overview

The demand for our services has grown substantially in recent years, and we believe that this will continue to increase in the future as a result of strategic, financial and technological factors. These factors include:

• the desire of organizations to focus on their core competencies;

• the increasing desire by organizations to drive process improvements and improve the speed of and reduce the cost of execution;

• the desire by organizations to have a workforce that is able to expand and contract in relation to their business volumes;

• the increasing acceptance by organizations to utilize offshore resources for business process outsourcing;

• the increasing complexity of information technology systems and the need to connect electronically with clients, suppliers, and other external and internal systems;

• the increasing requirements for rapid processing of information and the instantaneous communication of large amounts of data to multiple locations; and

• the desire by organizations to take advantage of the latest advances in technology without the cost and resource commitment required to maintain in-house systems.

Business Strategy

The key components of our business strategy include the following:

• Expand Client Base — We seek to develop long-term relationships with new clients by leveraging our subject matter expertise, world-wide data manufacturing capabilities and infrastructure of information technology products and services. Our primary focus is to increase our revenues by obtaining new clients with recurring requirements for business process and information technology services.

• Expand Existing Client Relationships – We seek to expand existing client relationships by increasing the scope and breadth of services we provide.

• Build Recurring Revenues - We seek to enter into long-term relationships with clients to provide services that meet their ongoing business requirements while supporting their mission critical business process or information technology needs.

• Provide Flexible Solutions – We offer custom-tailored business process and information technology solutions using a variety of proprietary and third-party licensed software on multiple hardware and systems software platforms and domestic and international workforces that are able to expand and contract in relation to clients’ business volumes.

• Invest in Technology – We respond to technological advances and the rapid changes in the requirements of our clients by committing substantial amounts of our resources to the operation of multiple hardware platforms, the customization of products and services that incorporate new technology on a timely basis and the continuous training of our personnel.

• Maximize Economies of Scale - Our strategy is to develop and maintain a significant client and account/transaction base to create sufficient economies of scale that enable us to achieve competitive costs.

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• Complete Strategic and Tactical Acquisitions - Our acquisition strategy is to acquire companies to expand the products and services we offer to existing clients, to obtain a presence in new, complementary markets and to expand our geographic presence.

• Attract, Train and Retain Employees — We believe that attracting, training, and retaining high quality employees are essential to our growth. We seek to hire motivated individuals with strong character and leadership traits and provide them with ongoing technological and leadership skills training. We emphasize retaining our employees with challenging work assignments and incentive programs.

During the last three fiscal years, our revenues by market were as follows (in thousands):

		Year ended June 30,
		2002		2001		2000
State and Local Governments		$	1,242,817	$	351,199	$	239,913
Commercial(1)			1,008,766		964,694		1,104,758
Federal Government			811,335		747,666		617,871
	Total Revenues	$	3,062,918	$	2,063,559	$	1,962,542

(1) Includes $0, $37.3 million, and $313.3 million of revenues from divested companies for the fiscal years 2002, 2001 and 2000, respectively.

State and Local Governments

We are a leading provider of business process outsourcing services to state and local governments. Our services help state and local agencies reduce operating costs, increase revenue streams and increase the quality of services to citizens. Approximately 41% of our fiscal 2002 revenues were derived from contracts with state and local governments and their agencies. State and local governments may terminate most of these contracts at any time, without cause, for convenience or lack of funding. Additionally, government contracts are generally subject to audits and investigations by government agencies. If the government finds that we improperly charged any costs to a contract, the costs are not reimbursable or, if already reimbursed, the cost must be refunded to the government.

Pricing for our services in the state and local market is generally determined based on the number of transactions processed, human services cases managed or, in instances where a systems development project is required in our state healthcare unit, we price our services on a fixed fee basis for the development work. We currently focus on six primary services and our acquisition of Lockheed Martin IMS Corporation (“IMS”) in fiscal year 2002 significantly expanded our business process outsourcing offerings.

State Healthcare

We design, develop, implement, and operate large-scale health and human services programs and the information technology solutions that support those programs. Today, we operate 13 state Medicaid programs and five state Child Health Insurance Programs that cover approximately 6.5 million recipients, process over 250 million Medicaid healthcare claims annually and disburse over $17 billion in provider payments. We also operate 16 state pharmacy benefits management programs that assist states in controlling prescription drug costs, pharmacy intervention and surveillance and the processing of drug claims. We operate 11 state decision support systems that assist states with data collection, fraud and abuse detection and case management. We also assist states in bringing their health programs into compliance with the Health Insurance Portability and Accountability Act (HIPAA).

Children and Family Services

We are a major provider of child support and payment processing with high volume remittance processing and service center operations that handle 44% of the nation’s payment transactions. We also provide “locate and

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collection” services to find delinquent parents and collect past due child support and other payments. Within the Children and Family Services area we provide electronic benefits transfer, which is the issuance of food stamps and cash benefits through magnetic stripe cards with redemption through point of sale device (POS) and automated teller machines (ATM).

Welfare and Workforce Services

We provide management, operations and systems service offerings to local Workforce Development Boards and Coalitions, thereby creating a government-mandated, integrated One-Stop system linking job seekers and job providers. Through the operation of approximately 100 One-Stop centers across the country, we use technology innovations and re-engineered service delivery models to provide job-related service to assist low-income families in securing and retaining employment and help employers find and retain potential employees.

Transportation Systems and Services

We focus on three areas within our Transportation Systems and Services: Electronic Toll Collection, Motor Vehicle Services and Commercial Vehicle Operations. Within Electronic Toll Collection we offer toll agencies a complete array of services including the operation of the back-office customer service center as well as lane installation and integration. We currently operate the largest electronic toll collection program in the world, E-Z Pass New York. Within Motor Vehicle Services, we assist states in the processing of fuel tax and registration revenues. We process more than 25% of state-issued operating credentials and support the operations of more than 30% of the motor carriers operating in the United States. Within Commercial Vehicle Operations we offer a nationwide network that electronically checks safety credentials and weighs trucks at highway speed, granting participating truckers authorization to bypass open weigh stations and ports-of-entry without stopping.

Municipal Services

We serve large cities and counties in the United States by focusing on revenue-generating transactions that involve interfacing with citizens. These services are focused in two areas: parking management and violations processing; and photo enforcement. For our violations processing clients, we provide complete management, technical and operational support throughout the entire timeline of a violation, from issuance to final disposition. In photo enforcement, we use cameras to photograph traffic violations and identify the registered owner of the vehicle so that the citation can be mailed.

Information Technology Outsourcing

We are a leading provider of full-service IT outsourcing services to cities and counties throughout the United States. We also provide justice information systems for state and municipal courts, finance and tax systems for local governments, and application outsourcing services, homeland security, and e-government solutions for state and local customers.

Commercial

Within the commercial sector, which comprises 33% of our fiscal year 2002 revenues, we provide our clients with business process outsourcing, technology outsourcing and systems integration services.

Business Process Outsourcing

Business process outsourcing is defined as the delegation of one or more information technology intensive business processes to an external provider who owns and manages the selected processes based on measurable performance metrics. Clients outsource business processes to gain efficiencies, increase productivity and lower costs. More and more companies are concluding that it is more efficient to focus on their core competencies and to outsource their non-core but mission-critical business processes. We developed our business process outsourcing services to capitalize on a growing trend by business to outsource entire processes, including the technology requirements of the business function.

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Pricing for business process outsourcing services is typically determined on the basis of the number of accounts or transactions processed.

Our commercial business process outsourcing practice is focused in four major categories: claims processing, finance and accounting, loan processing, and document processing. We provide healthcare claims processing for many of the top healthcare payers in the United States. Within finance and accounting we provide revenue/invoicing accounting, disbursement processing, expense reporting, procurement, payroll, cash management, and other services associated with finance and accounting that are transaction-intensive. We handle loan processing services such as collections, account reconciliations and borrower correspondence for third-party student loan programs. We handle the processing and storage of documents for banks, mortgage companies and other corporations that desire electronic access and storage of their documents.

We receive client information in all media formats such as over the web, EDI, fax, voice, paper, microfilm, computer tape, optical disk, or CD ROM. Information is typically digitized upon receipt and sent through our proprietary workflow software, which is tailored to our clients’ process requirements. Utilizing satellite technology, we have developed expertise in transmitting data around the world to our international workforce. We have approximately 8,500 full-time equivalent employees in Mexico; Guatemala; Ghana, West Africa; Jamaica; the Dominican Republic, and Barcelona, Spain that support our commercial business process outsourcing services. A majority of our business process outsourcing workforce is compensated using performance-based metrics, and as a result, varies with our clients’ transaction volumes.

During fiscal year 2002, we acquired AFSA Data Corporation (“AFSA”) from FleetBoston Financial Corporation. AFSA had been performing loan servicing to the Department of Education’s Direct Student Loan program as our subcontractor since 1994. In addition, AFSA provides loan servicing to the third-party student loan market.

Technology Outsourcing

We offer a complete range of technology outsourcing solutions to commercial businesses desiring to improve the performance of their information technology organizations. Our technology outsourcing solutions include the delivery of information processing services on a remote basis from host data centers that provide processing capacity, network management and desktop support. Information processing services include mainframe, mid-range, desktop, network, and web-hosting solutions.

We provide our technology outsourcing solutions through an extensive data center network, which is comprised of three host data centers and ten remote data centers. Our data centers and clients are connected via an extensive telecommunications network. We monitor and maintain local and wide area networks on a seven-day, 24–hour basis and provide shared hub satellite transmission service as an alternative to multi-drop and point-to-point hard line telecommunications networks.

Our target market for technology outsourcing services consists of medium-to-large-sized commercial organizations with time-critical, transaction-intensive information processing needs. We typically provide our technology outsourcing services pursuant to multi-year contracts, which are normally priced on a resource utilization basis. Resources utilized include processing time, the number of desktops managed, professional services, data storage and retrieval utilization, and output media utilized.

Systems Integration Services

Our systems integration services include application development and implementation, applications outsourcing, technical support and training, as well as network design and installation services. Our systems integration services include the development of web-based applications and web-enablement of information technology assets, allowing our clients to conduct business with their customers and business partners via the Internet. We also provide systems integration services to clients who are deploying client/server architectures, advanced networks and outsourcing legacy applications maintenance. We believe our ability to deliver high-level skill sets and proven methodologies across a variety of technologies enhances our ability to help clients and prospects deal with technological change. Due to the

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nature of the work, we generally offer our systems integration services on a time and materials basis to a changing client base under short-term contractual arrangements.

Federal Government

Within the federal government sector, we provide business process outsourcing and systems integration services. Approximately 26% of our revenues are derived from contracts and subcontracts with federal government agencies. Our allowable federal government contract costs and fees are subject to audit by the Defense Contract Audit Agency (“DCAA”). These audits may result in non-reimbursement of some contract costs and fees. To date, we have experienced no material adjustments as a result of audits by the DCAA. The DCAA has completed audits of the Company’s federal contracts through fiscal year 1999 for a majority of the federal government contracts.

Business Process Outsourcing

Our federal business process outsourcing services consist primarily of loan servicing and human resource services for federal agencies. Our loan services generally include billing, lock-box payment processing, related accounting and reconciliation, and client service call center and web-site operations. In addition to the Department of Education contract discussed below, we have contracts with the Small Business Administration, Housing and Urban Development, and Ginnie Mae.

Our largest contract for loan services is with the Department of Education, for which we service student loans under the Department of Education’s Direct Student Loan program administered by its Office of Federal Student Aid (“FSA”). Under this contract, we currently provide loan servicing to over 5.7 million borrowers, or over 16.2 million loans with an aggregate value of $78 billion. During fiscal year 2002, revenue from this contract was approximately $161 million, or 5% of consolidated revenues. This contract was scheduled to run through September 30, 2003. In November 2001, the Department extended the contract term through September 30, 2006, with an option for further extension through September 30, 2007. This contract extension was to ensure that the Department’s current program and systems modernization initiative remains on schedule and to minimize cost and disruption to the program. In December 2001, Sallie Mae challenged the Department’s sole-source extension in a protest filed with the Department. The FSA took the position that the Sallie Mae protest was without merit and that the contract extension was lawful. In July 2002, the Department’s deciding official sustained the protest, concluding that further market research was needed to support the sole-source extension of our contract. However, the deciding official declined to rescind our contract extension and directed the FSA to analyze its direct loan servicing needs and procure the services in compliance with law. The deciding official’s decision stated that the Department could make a sole-source award to ACS if legally and factually justified. We have been advised that the FSA intends to provide the appropriate support for the contract extension. In any case, we expect that the FSA will have broad discretion in how it chooses to comply with any further decisions in this matter and it could, among other things, elect to modify the contract extension term or conduct a competitive bid process. We believe we would be positioned very favorably in any competitive bid process as a result of our strong relationship with the Department. However, there can be no assurance that the contract extension granted in 2001 will be sustained or that we would be awarded an extension in any competitive bid process.

Systems Integration Services

We provide applications development, applications outsourcing, network implementation and maintenance, desktop services, technical staff support, and training under long-term contracts to the Department of Defense and civilian agencies, who generally either contract directly with us or through the General Services Administration for these services. The General Services Administration performs the procurement function for many civilian and Department of Defense agencies. Approximately 28% of these services for fiscal year 2002 were provided pursuant to twelve contracts with the General Services Administration. We also provide our services directly to a variety of civilian agencies such as the Departments of Labor, Treasury, Transportation and Energy, as well as NASA, FAA, the U.S. Postal Service, and the Federal Energy Regulatory Commission. In addition to the above services, we provide command and control, communications, computer and intelligence, surveillance, and reconnaissance (C⁴ and ISR) systems integration services to a variety of Department of Defense agencies such as Air Force Materiel Command, the U.S. Unified Commands, and the National Security Agency. We generally price these services on a time and materials basis.

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Revenues

Our revenues by service line over the past five years are shown in the following table (in thousands):

		Year ended June 30,
		2002		2001		2000		1999		1998
Business process outsourcing		$	1,942,865	$	974,244	$	948,010	$	696,976	$	468,175
Systems integration services			678,804		648,244		604,841		570,168		390,221
Technology outsourcing			441,249		441,071		409,691		375,072		330,727
	Total	$	3,062,918	$	2,063,559	$	1,962,542	$	1,642,216	$	1,189,123

Our systems integration services include application development and implementation, applications outsourcing, technical support and training, as well as network design and installation services. Technology outsourcing services include the delivery of information processing services on a remote basis from host data centers that provide customer application processing capacity and related services and network management.

Client Base

We achieve growth in our client base through internal marketing and acquisitions of other business process and information technology services companies. We have a diverse client base. Within the state and local government segment, our clients include a wide variety of state governments, municipal governments and agencies for each group. Within the commercial segment, we serve all of the major vertical markets that spend heavily on technology including the healthcare, retail, transportation and financial industries. Within the federal government segment, our clients are divided between the Department of Defense agencies and the civilian agencies. Clients may be lost due to merger, business failure, or conversion to a competing processor or to an in-house system. Our business with federal government clients is subject to various risks, including the reduction or modification of contracts due to changing government needs and requirements. Government contracts, by their terms, generally can be terminated for convenience by the government, which means that the government may terminate the contract at any time, without cause, and in certain instances we would be entitled to receive compensation only for the services provided or stranded asset costs incurred at the time of termination.

Approximately 90%, 89% and 88% of our revenues for fiscal years 2002, 2001 and 2000, respectively, were recurring. We define recurring revenues as revenues derived from services that are used by our clients each year in connection with their ongoing businesses, and accordingly, exclude conversion and deconversion fees, software license fees, short-term contract programming engagements, product installation fees, and hardware sales.

Our five largest clients accounted for approximately 14%, 18% and 18% of our fiscal years 2002, 2001 and 2000 revenues, respectively. Our largest client represents 5% of our consolidated revenues. In addition, over 99% of our consolidated revenues are derived from domestic clients.

Competition

The markets for our services are intensely competitive and highly fragmented. The most significant competitive factors are the reliability and quality of services, technical competence and the price of our services.

We compete successfully in the state and local market by offering a full range of outsourcing services and by leveraging our technical skills and infrastructure to achieve economies of scale. Competition in the state and local market is fragmented by line of services and we are a leading provider in these areas. Competition for our state healthcare services, municipal services and IT outsourcing is primarily Electronic Data Systems, Inc. (EDS). Competition for our welfare and workforce services is primarily Maximus. In child and family services, our primary competitors are Tier Technologies, Citibank and Bank One. Competition for our electronic toll collection services is primarily Transcore. In addition, there are numerous local competitors that we face in our state and local segment.

We believe we compete successfully in the commercial market by offering technology outsourcing services that leverage our data center infrastructure, value added business process outsourcing services which leverage our technical skills,

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proprietary workflow software, offshore workforce, and economies of scale. The competition for our commercial technology outsourcing services include EDS, Computer Sciences Corp. (CSC), IBM, CGI, Perot Systems, Siemens, and in-house departments performing the function we are seeking to outsource. We may be required to purchase technology assets from prospective clients or to provide financial assistance to prospective clients in order to obtain their contracts. Many of our competitors have substantially greater resources and thus, may have a greater ability to obtain client contracts where sizable asset purchases or investments are required. To maintain competitive prices, we operate with efficient and low overhead and maintain a significant client base and account/transaction base to achieve sufficient economies of scale. The competition for our commercial business process outsourcing services is EDS and Accenture, as well as clients’ in-house departments currently performing the function that they are seeking to outsource. Other niche competitors for commercial business process outsourcing services include Exult, Sourcecorp, Inc., and Sallie Mae.

In the federal government market, we actively compete with small specialized firms as well as with large competitors with a wider range of systems integration services. We believe that the key competitive factors in obtaining and retaining clients include the ability to understand project requirements, deliver appropriate skill sets in a timely manner and price services effectively. We must also compete for qualified personnel through competitive wages and by maintaining a consistent demand for the skills recruited. Our competition in the federal government market includes EDS, CSC, Science Applications International Corporation, Lockheed Martin, and numerous other government contractors.

In the future, competition could emerge from large computer hardware providers as they shift their business strategy from hardware to both services and hardware. Competition could also emerge from European service providers seeking to expand into North America, and from large consulting companies seeking operations outsourcing opportunities. We are also beginning to see the convergence of technology outsourcing and business process outsourcing. We believe that vendors who have the infrastructure and capabilities to provide both services will benefit the greatest from this emerging trend.

Sales and Marketing

We market our services through subject matter experts and field sales forces located throughout the United States. In order to enhance our sales and marketing efforts, we seek to hire sales representatives who have significant technical and subject matter expertise in the industries to which they will be marketing. Many of our existing subject matter experts have served in the industries in which they are servicing. Our sales forces are focused on specific service offerings or vertical markets, allowing our representatives to keep abreast of technology and industry developments.

Employees

We believe that our success depends on our continuing ability to attract and retain skilled technical, marketing and management personnel. As of June 30, 2002, we had approximately 36,200 full-time equivalent employees, including approximately 27,600 employed domestically, with the balance employed in our international operations. Of the domestic employees, approximately 300 are represented by a union. Approximately 1,700 of our international full-time equivalent employees are represented by unions, primarily in Mexico. We have had no work stoppages or strikes by our employees. Management considers its relations with employees and union officials to be good.

As of June 30, 2002, approximately 19,700 full-time equivalent employees provide business process, technology outsourcing and systems integration services to our commercial clients, approximately 10,700 full-time equivalent employees provide business process outsourcing services to our state and local government clients and approximately 5,800 full-time equivalent employees provide business process outsourcing and systems integration services to our federal government clients. Approximately 1,900 of our employees have federal government security clearances.

Item 2. Properties

As of June 30, 2002, we have approximately 379 locations in the United States and 17 locations in nine other countries. Approximately 1.2 million square feet is owned and approximately 4.4 million square feet is leased. In addition, our employees are in numerous client locations where we neither own nor lease the occupied space. The leases expire from calendar years 2002 to 2018 and we do not anticipate any significant difficulty in obtaining lease renewals or alternate

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space. Our executive offices are located in Dallas, Texas at a company-owned facility of approximately 630,000 square feet, which also houses a host data center and other operations. We believe that our current facilities are suitable and adequate for our business.

Item 3. Legal Proceedings

On December 16, 1998, a state district court in Houston, Texas entered final judgment against us in a lawsuit brought by 21 former employees of Gibraltar Savings Association and/or First Texas Savings Association (collectively, “GSA/FTSA”). The GSA/FTSA employees alleged that they were entitled to the value of 803,082 shares of our stock (adjusted for February 2002 stock split) pursuant to options issued to the GSA/FTSA employees in 1988 in connection with a former technology outsourcing services agreement between GSA/FTSA and us. The judgment against us was for approximately $17 million, which includes attorneys’ fees and pre-judgment interest, but excludes additional attorneys’ fees of approximately $0.9 million and post-judgment interest at the statutorily mandated rate of 10% per annum, which could be awarded in the event the plaintiffs are successful upon appeal and final judgment. The judgment was appealed by the plaintiffs and us.

On August 29, 2002, the Fourteenth Court of Appeals, Houston, Texas, reversed the trial court’s judgment and remanded the case to the trial court for further proceedings. However, the court of appeals affirmed the trial court judgment in part as to one of the plaintiffs. The court of appeals also held that the trial court did not err in dismissing certain of our affirmative defenses at a pretrial conference. We intend to file a motion for rehearing with the court of appeals in September 2002, and, if necessary, to file an appeal with the Texas Supreme Court. We expect the plaintiffs to file such motions and appeals as well. We continue to believe that we have a meritorious defense to all or a substantial portion of the plaintiffs’ claims, and accordingly, have not accrued any amount on our balance sheet related to the lawsuit. We would be subject to a material charge if the Texas Supreme Court upon appeal were to reverse the decision of the court of appeals and affirm the trial court judgment.

Item 4. Submission of Matters to a Vote of Security Holders

During the fiscal fourth quarter covered by this report, no matter was submitted to a vote of our security holders.

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PART II

Item 5. Market for Our Common Equity and Related Stockholder Matters

Our Class A common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “ACS.” The following table sets forth the high and low sales prices of our Class A common stock for the last two fiscal years as reported on NYSE. All share and per share information is presented giving effect to the two-for-one stock split of our Class A and Class B common shares that occurred February 22, 2002.

Fiscal year ended June 30, 2002	High		Low
First Quarter	$	43.70	$	35.10
Second Quarter		53.62		39.25
Third Quarter		57.05		43.75
Fourth Quarter		56.65		44.30

Fiscal year ended June 30, 2001	High		Low
First Quarter	$	25.66	$	16.31
Second Quarter		31.31		23.25
Third Quarter		34.30		26.81
Fourth Quarter		38.84		29.75

On September 16, 2002, the last reported sales price of our Class A common stock as reported on the New York Stock Exchange was $46.22 per share.

Except for the cash dividends paid by ACS Government Solutions Group, Inc. prior to its becoming part of our company by a December 1997 merger, we have not paid any cash dividends to date on our common stock. We intend to continue to retain earnings for use in the operation of our business and, therefore, do not anticipate paying any cash dividends in the foreseeable future. Under the terms of our unsecured revolving credit agreement we are prohibited from paying cash dividends in any fiscal year in a total amount that would exceed 50% of our net income for the preceding fiscal year. Any future determination to pay dividends will be at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and such other factors as the Board of Directors deems relevant.

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Item 6. Selected Consolidated Financial Data

The following selected consolidated financial data are qualified by reference to and should be read in conjunction with our Consolidated Financial Statements and Notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this document. All share and per share information is presented giving effect to the two-for-one stock split of our Class A and Class B common shares that occurred February 22, 2002 (in thousands, except per share amounts).

	As of and for the year ended June 30,
	2002		2001		2000			1999		1998
Results of Operations Data:
Revenues	$	3,062,918	$	2,063,559	$	1,962,542		$	1,642,216	$	1,189,123
Net income(4)	$	229,596	$	134,292	$	109,312	(1)	$	86,230	$	54,422	(3)
Earnings per common share - basic	$	1.94	$	1.35	$	1.11	(1)	$	.88	$	.57	(3)
Earnings per common share - assuming dilution	$	1.76	$	1.23	$	1.03	(1)	$	.83	$	.56	(3)
Weighted average shares outstanding - basic		118,646		99,758		98,487			97,678		95,198
Weighted average shares outstanding assuming dilution		137,464		116,456		111,613			111,336		100,974
Balance Sheet Data:
Working capital	$	388,576	$	528,563	$	413,632	(2)	$	194,226	$	198,118
Total assets	$	3,403,567	$	1,891,687	$	1,656,446		$	1,223,600	$	949,798
Total long-term debt (less current portion)	$	708,233	$	649,313	$	525,619		$	349,106	$	234,848
Stockholders’ equity	$	2,095,420	$	885,515	$	711,377		$	607,421	$	503,670

(1)	Net income for fiscal year 2000 includes $1.1 million, or $.01 per share, of net non-operating gains resulting from divestiture and restructuring activities.
(2)	Working capital at June 30, 2000 included $180.3 million of receivables from the divestiture of business units prior to June 30, 2000, and $43.4 million of net assets held-for-sale from business units to be divested subsequent to June 30, 2000.
(3)	Net income for fiscal year 1998 included $13.0 million ($8.9 million net of tax), or $.09 per basic and diluted share, of merger costs we incurred in connection with the December 1997 Government Solutions Group merger.
(4)	We adopted Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”) effective July 1, 2001. Please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the impact of the adoption of SFAS 142 on our fiscal 2002 results.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements

All statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of Private Securities Litigation Reform Act of 1995). While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under the caption “Risks Related to our Business.” In addition, we operate in a highly and rapidly changing environment, and new risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and undertake no obligation to, update or revise any forward-looking statement.

General

We derive our revenues from delivering comprehensive business process outsourcing and information technology outsourcing solutions as well as system integration services to commercial, state and local, and federal government clients. A substantial portion of our revenues is derived from recurring monthly charges to our customers under service contracts with initial terms that vary from one to ten years. For the fiscal year ended June 30, 2002, approximately 90% of our revenues were recurring. We define recurring revenues as revenues derived from services that are used by our clients each year in connection with their ongoing businesses, and accordingly, exclude conversion and deconversion fees, software license fees, short-term contract programming engagements, product installation fees, and hardware sales. Since the inception of our company, we have purchased several information technology services and business process outsourcing companies, resulting in geographic expansion, growth and diversification of our client base, expansion of services offered, and increased economies of scale. Approximately 58% of the increase in our revenues since fiscal year 1995 is attributable to these acquisitions.

Significant Developments — Fiscal Year 2002

During fiscal 2002, we signed significant new contracts with new clients and incremental business with existing clients representing $554 million of annual recurring new revenue. We acquired eight companies in fiscal year 2002, two of which serve our state and local segment, four of which serve our commercial segment, one of which serves our federal segment, and AFSA, which serves all three segments. All share and per share information is presented giving effect to the two-for-one stock split of our Class A and Class B common shares that occurred February 22, 2002.

In August 2001, we acquired IMS, now known as ACS State and Local Solutions, a wholly-owned subsidiary of Lockheed Martin Corporation for $825 million plus transaction costs. ACS State and Local Solutions, with its principal offices located in Washington, D.C. and approximately 4,800 employees primarily throughout the United States, provides services to state and local government agencies in child support enforcement, welfare and workforce services, child care management, electronic toll collection, and other intelligent transportation services involving the trucking industry, photo enforcement of red-light and speeding violations, parking management, and information technology outsourcing. ACS State and Local Solutions’ operating results are included in our financial statements from the effective date of the acquisition, August 1, 2001.

In August 2001, we acquired the business process outsourcing services unit of National Processing Company (“NPC”). NPC provides healthcare claims processing, credit card application processing, and airline lift ticket processing. As part of the transaction, we acquired all of NPC’s offshore operations in Jamaica, the Dominican Republic, Barbados and a majority of NPC’s Mexican operations. The transaction value was $43 million plus

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related transaction costs. NPC’s operating results are included in our financial statements from the effective date of the acquisition, August 1, 2001.

On October 10, 2001, we completed our offering of 18.4 million shares of our Class A common stock (adjusted for stock split). The shares were issued at $40.50 per share yielding proceeds of $714.3 million (net of underwriters’ fees and other costs), which were used to repay the $550 million 18-month interim credit facility incurred to fund the IMS acquisition and a portion of the amount outstanding under our revolving credit facility.

In December 2001, we received an extension of our contract with the Department of Education for its Direct Student Loan program, our largest contract, through September 2006, with an option for extension through September 2007. This extension has been protested by Sallie Mae, and their protest was upheld although our contract extension was not rescinded. (See Item 1. Business. Federal Government. Business Process Outsourcing for further discussion of this contract.)

In February 2002, we completed a two-for-one stock split of our outstanding Class A common stock and Class B common stock implemented in the form of a 100% stock dividend (“Stock Split”). Each holder of record of our Class A common stock and Class B common stock as of the close of business on February 15, 2002 received an additional share of such stock held by them at that time.

On March 15, 2002, we completed the redemption of our 4% Convertible Subordinated Notes due March 15, 2005 (the “4% Notes”). Holders of all of the outstanding 4% Notes converted their 4% Notes to shares of our Class A common stock in accordance with Article XII of the Indenture dated as of March 20, 1998 between ACS and U.S. Trust Company of Texas, N.A., as trustee prior to the March 15, 2002 redemption date. As a result of such conversions, approximately 10.8 million shares of our Class A common stock were issued to such holders.

In the third quarter of fiscal 2002, we recorded a $7.4 million write-down in other non-operating expense, associated with a write-down of a cost-basis investment to its estimated realizable value. Included in tax expense in the third quarter of fiscal 2002 is a one-time tax benefit of approximately $4.3 million resulting primarily from recently enacted federal income tax rules that provide for a larger tax deduction associated with our June 2000 divestitures and deferred tax adjustments to reflect realization of tax deductions for which their probability is no longer uncertain.

In May 2002, we acquired the finance and accounting business process outsourcing unit of Andersen Worldwide (“Andersen”). Included in this acquisition are contracts with General Motors (“GM”) and the University of Phoenix (“the University”). Under a new 10-year agreement with GM, we will provide transactional accounting services such as payroll processing, disbursement processing, dealer accounting, accounts receivable processing, lease and subsidiary accounting, and expense reporting in the United States and Europe. Under the arrangement with the University, we will provide student financial aid business process outsourcing services to the University including federal eligibility determinations, loan and grant processing, and disbursement of student aid as well as other support services related to student financial aid processing. The transaction was valued at approximately $65 million plus related transaction costs. Andersen’s operating results are included in our financial statements from the effective date of the acquisition, May 1, 2002 for the domestic operations, and June 1, 2002 for the foreign operations.

In June 2002, we acquired AFSA, a subsidiary of FleetBoston Financial Corporation, for approximately $410 million plus related transaction costs. AFSA is the nation’s largest educational services company, servicing a student loan portfolio of 8.1 million borrowers with outstanding loans of approximately $85 billion. Additionally, AFSA is a leading business process outsourcer for federal, state, and local governments for a variety of health and human services programs, including Medicare, Medicaid, children’s health insurance programs (CHIP), and welfare-to-workforce services. AFSA’s operating results are included in our financial statements from the effective date of the acquisition, June 1, 2002.

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Significant Developments — Fiscal Year 2001

During fiscal year 2001, we signed new contracts with new clients and incremental business with existing clients totaling $345 million of annual recurring new revenue. We also acquired five companies, three of which serve our state and local government segment and two of which serve our commercial segment.

During the first quarter of fiscal year 2001, we recorded a $12.8 million gain in other non-operating income related to the sale of a non-strategic minority investment in ACS Merchant Services, Inc. Also during the quarter, we recorded a $10.4 million charge in connection with the termination of certain hardware leases and disaster recovery contracts (reflected in rent, lease and maintenance expense) and a $2.1 million charge for non-recurring litigation costs and the write-down of property held-for-sale (reflected in other operating expense).

In the third quarter of fiscal year 2001, we sold a new issue of $317 million of 3.5% Convertible Subordinated Notes due February 15, 2006 (the “3.5% Notes”). The 3.5% Notes are convertible at any time prior to the maturity date, unless redeemed or repurchased, into our Class A common stock at a conversion rate of 23.0234 shares of Class A common stock for each $1,000 principal amount of 3.5% Notes (equivalent to a conversion price of $43.44 per share of Class A common stock), subject to adjustments in certain events. The 3.5% Notes may be redeemed at our option on or after February 18, 2004, in whole or in part, at the redemption prices set forth in the 3.5% Notes.

Significant Developments — Fiscal Year 2000

During fiscal year 2000, we signed new contracts with new clients and incremental business with existing clients of $232 million of annual recurring revenue. During fiscal year 2000, we acquired three companies, two serving our commercial segment and one serving the federal government segment. All of these acquisition transactions expanded our existing market expertise.

In the second quarter of fiscal 2000, we recorded a $3.0 million pretax charge in connection with the consolidation of certain business process outsourcing operations. These expenses include approximately $2.6 million related to duplicate software and production facilities (reflected in rent, lease and maintenance expense), $0.2 million of unamortized leasehold improvements and write-offs of excess equipment (reflected in depreciation and amortization expense), and $0.2 million for severance payments for reductions in staff (reflected in wages and benefits expense).

In May 2000, we entered into a formal plan to divest certain non-strategic units consisting primarily of our ATM processing business and our commercial staffing business. These business units, which were no longer considered strategic to our long-term goal of providing information technology and business process outsourcing services, along with other smaller divested business units, accounted for approximately 15% of our fiscal year 2000 revenues. In June 2000, we sold the ATM processing business for cash proceeds of approximately $179.8 million. The proceeds from this transaction were received in July 2000. In June 2000, we also completed the sale of two small professional services and systems integration businesses resulting in cash proceeds of approximately $0.8 million. As a result of these divestiture transactions, we recorded a net pretax gain of $85.8 million during the fourth quarter of fiscal year 2000. The cash proceeds from these divestitures were used to pay down amounts outstanding under our existing credit facility.

During the fourth quarter of fiscal year 2000, we initiated a formal plan to divest the commercial staffing business and two other smaller business units. As a result, we recorded a $43.9 million pretax impairment charge for goodwill associated with the commercial staffing business, and the net assets were reclassified into the balance sheet caption “Net Assets Held for Sale.” Subsequently, the sale of these units was completed in the first quarter of fiscal year 2001 with proceeds of approximately $47.0 million. We recorded other non-recurring pretax charges of approximately $23.7 million related to the impairment of certain other intangibles, primarily customer relationship, charges associated with loss contracts, a contractual dispute with a client, non-recurring litigation, and severance. At June 30, 2000, we recorded a $4.4 million pretax impairment charge for software and other intangibles associated with two other smaller businesses.

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Results of Operations

The following table sets forth certain items from our Consolidated Statements of Income expressed as a percentage of revenues and includes the non-recurring charges mentioned previously in “Significant Developments”:

		Percentage of Revenues
		Year ended June 30,
		2002			2001			2000
Revenues			100.0	%		100.0	%		100.0	%
Operating expenses:
	Wages and benefits		44.1			43.8			43.5
	Services and supplies		29.0			29.0			31.0
	Rent, lease and maintenance		9.1			10.8			10.5
	Depreciation and amortization		3.6			4.5			4.3
	Impairment charges		—			—			2.9
	Other operating expenses		1.1			0.9			1.5
Total operating expenses			86.9			89.0			93.7
Operating income			13.1			11.0			6.3
Interest expense			1.0			1.2			1.2
Net gain from divestitures			—			—			(4.4	)
Other non-operating income, net			0.3			(1.0	)		(0.5	)
Pretax profit			11.8			10.8			10.0
Income tax expense			4.3			4.2			4.4
Net income			7.5	%		6.6	%		5.6	%

Comparison of Fiscal 2002 to Fiscal 2001

Revenues
Revenues increased $1.0 billion, or 48%, to $3.1 billion from $2.1 billion in fiscal years 2002 and 2001, respectively. Internal growth for fiscal year 2002 was 14%, and growth from acquisitions was 34%. Revenues in our state and local government segment increased $891.6 million to $1.2 billion in fiscal 2002 from $351.2 million in fiscal 2001. Internal revenue growth was 64% due primarily to increased revenue in new and existing contracts in Georgia, Mississippi, and Florida, and increased revenues from transportation systems and services and welfare and workforce services contracts. Acquisition growth is primarily due to the IMS acquisition in early fiscal 2002 (see Significant Developments – Fiscal 2002). Excluding revenues from units whose divestitures were completed in fiscal year 2001 of $37.3 million (see Significant Developments – Fiscal 2001), revenues in our commercial segment increased $81.4 million, or approximately 9% with 8% from acquisitions and 1% from internal growth. Acquisition growth in our commercial segment was related to the AFSA, Andersen and NPC acquisitions in fiscal 2002 (see Significant Developments – 2002). Revenues in our federal government segment increased $63.7 million, or approximately 9%, primarily due to internal growth related to increases in new and existing defense and desktop services contracts as well as the Department of Education.

Operating expenses
As a percentage of revenue, operating expenses decreased 0.5% to 86.9% in fiscal year 2002 from 87.4% in fiscal year 2001. Operating expenses increased $822.5 million to $2.7 billion in fiscal year 2002. Excluding the effect of non-recurring charges of $12.5 million (see Significant Developments – Fiscal 2001) and the application of SFAS 142 (see New Accounting Standards), operating expenses increased $859.5 million, or 48%, to $2.7 billion in fiscal 2002.

Wages and benefits increased $445.4 million, or 49%. As a percentage of revenues, wages and benefits increased 0.3% to 44.1% in fiscal year 2002 from 43.8% in fiscal year 2001 due to increased business process outsourcing services in our revenue mix. BPO services have a higher component of wages and benefits than traditional outsourcing. BPO services accounted for approximately 63% of our fiscal year 2002 revenues.

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Services and supplies increased $289.7 million, or 48%, and remained constant as a percentage of revenue.

Rent, lease and maintenance expense increased $54.9 million to $278.6 million in fiscal 2002. Excluding the effect of non-recurring charges (see Significant Developments – Fiscal 2001), rent, lease and maintenance increased $65.3 million. As a percentage of revenue, rent, lease and maintenance decreased 1.2% due to increased revenue from BPO services in our revenue mix which has a lower component of rent, lease and maintenance.

After adjusting for the application of SFAS 142, depreciation and amortization increased $41.3 million or 0.2% as a percentage of revenue due to increased amortization of intangible assets. Goodwill amortization was $24.5 million, or 1.2% of revenue, in 2001. No goodwill amortization was recorded in fiscal year 2002 (see New Accounting Standards).

Other operating expenses increased $15.6 million to $34.6 million in fiscal 2002. Excluding the effect of non-recurring charges (see Significant Developments – Fiscal 2001), other operating expenses increased $17.7 million, or 105%. As a percentage of revenue other operating expenses increased 0.3% due to increased marketing efforts and legal expenses in fiscal year 2002.

Operating Margins
Excluding the effect of non-recurring charges of $12.5 million (see Significant Developments – Fiscal 2001) and the application of SFAS 142, our operating margins increased 0.5% to 13.1% in fiscal year 2002 due to the items discussed above.

Interest Expense
Interest expense increased $6.9 million due primarily to the full year impact of our new issue 3.5% Notes offset by a decrease in interest expense on the 4% Notes that were converted in the third quarter of fiscal year 2002 (see Significant Developments – Fiscal 2002).

Other non-operating (income) expense
Other non-operating expense in fiscal 2002 includes a $7.4 million write-down of a cost basis investment, a $2.3 million loss on the sale of business unit, and a $1.0 million loss on a long-term investment we received in the December 1998 acquisition of BRC Holdings, Inc. Other non-operating income in fiscal 2001 consisted of a non-recurring gain on sale of an investment (see Significant Developments – Fiscal 2001) and a gain on a note receivable. Excluding these items, other non-operating income decreased $5.1 million due to a decrease in interest income as a result of the use of excess cash held at June 30, 2001 to fund in part the IMS acquisition in early fiscal 2002.

Tax Expense
Tax expense in fiscal year 2002 includes a one-time tax benefit of $4.3 million (see Significant Developments – Fiscal 2002). Excluding this benefit, our effective tax rate of approximately 37.5% exceeded the federal statutory rate of 35% due primarily to the net effect of state income taxes. Our effective tax rate decreased 1.75% from 39.25% in fiscal 2001 due to the application of SFAS 142.

Comparison of Fiscal 2001 to Fiscal 2000

Revenues
Revenues for fiscal year 2001 were $2.1 billion, compared to approximately $2.0 billion in fiscal year 2000. Excluding revenues from divested units of $37.3 million and $313.3 million in fiscal years 2001 and 2000, respectively, revenues increased $377.1 million, or 23%, from $1.65 billion to $2.03 billion. Internal growth for fiscal year 2001 was 14%, and the remainder was related to acquisitions. Revenues in our commercial segment, excluding the fiscal year 2000 divestitures, rose 17%, or $135.9 million, primarily due to growth from new and existing business process outsourcing and technology outsourcing contracts. Revenue in our state and local government segment increased $111.3 million, or 46%, primarily due to new contracts in state Medicaid and welfare benefit program management. Revenues from our federal segment increased $129.8 million, or 21%, due to the full year impact of the acquisition of Intellisource in the fourth quarter of fiscal year 2000 and growth in our Department of Education contract.

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Operating Expenses
Total operating expenses for fiscal years 2001 and 2000 were $1.8 billion. Excluding the non-recurring charges of $12.5 million (see Significant Developments – Fiscal Year 2001) and $75.0 million (see Significant Developments – Fiscal Year 2000) in fiscal years 2001 and 2000, respectively, total operating expenses increased $63.2 million, or 3.6%, to $1.8 billion due to our growth in new business.

As a percentage of revenues, wages and benefits increased from 43.5% to 43.8% primarily as a result of the fiscal year 2000 divestitures, which had a smaller component of wages and benefits. In addition, the growth of our business process outsourcing services, which has a higher labor component, increased this percentage.

Services and supplies decreased as a percentage of revenues from 31.0% to 29.0% as a result of the divestiture of the ATM processing business, which had a large component of interchange fees paid to ATM distributors.

Rent, lease and maintenance expense was $224 million in fiscal year 2001 compared to $206 million in fiscal year 2000. However, excluding the non-recurring items in fiscal year 2001, rent, lease and maintenance remained relatively constant as a percentage of revenues at 10.3% and 10.5% in fiscal years 2001 and 2000, respectively.

Other operating expenses decreased to $19.1 million in fiscal year 2001 compared to $28.9 million in fiscal year 2000. However, excluding non-recurring items, other operating expenses decreased from 1.1% to 0.8% as a percentage of revenues due to legal and other expenses recorded in June 2000.

Operating Margins
Excluding the effect of non-recurring charges (see Significant Developments – Fiscal Year 2001 and 2000), our operating margins increased to 11.5% in fiscal year 2001 from 10.1% in fiscal year 2000 due to the divestiture of the ATM processing business, which had lower operating margins than technology outsourcing and business process outsourcing services. Goodwill amortization expense for fiscal years 2001 and 2000 is included in the calculation of operating expense and operating margins.

Interest Expense
Interest expense remained constant at approximately $24 million, or 1.2% of revenue, in fiscal years 2001 and 2000.

Other Non-operating (Income) Expense, net
In fiscal year 2001, other non-operating income, net includes a non-recurring gain of $12.8 million related to the sale of an investment (see Significant Developments – Fiscal Year 2001). Net gain from divestitures represents an $85.8 million gain in fiscal year 2000 as a result of the divestiture program completed in early fiscal year 2001 (see Significant Developments – Fiscal Year 2000).

Tax Expense
Our effective tax rate of approximately 39.25% in fiscal year 2001 exceeded the federal statutory rate of 35% due primarily to the amortization of certain acquisition-related costs that are non-deductible for tax purposes, plus the net effect of state income taxes.

Liquidity and Capital Resources

We finance our business through cash flows from operations and the issuance of debt and equity. One of our primary financial goals is to maintain an adequate level of liquidity through active management of assets and liabilities.

During the twelve months ended June 30, 2002, we generated approximately $372 million in cash flow from operations versus the fiscal year 2001 amount of approximately $142 million. Free cash flow, defined as cash provided (used) by operating activities less property, equipment and purchased software additions, was approximately $228 million for fiscal year 2002 versus approximately $43 million for fiscal year 2001. Fiscal year 2001 cash flow from operations was adversely impacted by the payments of approximately $50 million in income taxes related to the net gain from our divestiture activity in June 2000 and approximately $10 million of non-recurring lease termination charges. After adjusting for these items, cash flow from operations and free cash flow

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increased 84% and 121%, respectively. During fiscal year 2002 versus fiscal year 2001, our operating cash flow was enhanced by current year net income that increased from $134 million in fiscal year 2001 to $230 million in fiscal year 2002, a 71% increase.

During the fiscal year 2002, we used $1.6 billion in investing activities. Investing activities included the purchase of property, equipment and software, net, which increased from approximately $99 million in fiscal year 2001 to approximately $144 million in fiscal year 2002. Our capital expenditures remain at less than 5% of total revenues, which we believe is adequate to support our growing business and to meet contractual requirements. We expended over $1.4 billion in cash for acquisitions, primarily for IMS and NPC in August 2001 (approximately $825 million and $43 million, respectively, plus related transaction costs), Andersen in May 2002 (approximately $65 million plus related transaction costs), and AFSA in June 2002 (approximately $410 million plus related transaction costs).

During fiscal year 2002, approximately $1.0 billion was provided by financing activities. We financed the IMS acquisition through a combination of a $550 million 18-month interim credit facility, available cash on hand, and borrowings under our existing credit facility. This interim credit facility was repaid in October 2001 with proceeds from an equity offering of 18.4 million shares of our Class A common stock at $40.50 per share, that raised $714.3 million, net of transaction costs. We used borrowings under our existing credit facility to purchase NPC and existing cash on hand to purchase Andersen. We secured interim financing in the amount of $375 million for the AFSA acquisition that was supplemented by our revolving credit facility and cash on hand. In September 2002, we entered into a new three and one-half year $875 million credit facility on terms generally similar to our existing credit facility, which was partially used to refinance the AFSA interim facility.

On March 15, 2002, all the outstanding 4% Notes ($229.9 million) were converted to Class A common stock. As the result of such conversions, 10.8 million shares of our Class A common stock were issued to shareholders. This relieved the Company of approximately $2.7 million in interest expense for fiscal year 2002 related to the 4% Notes. In the third quarter of fiscal year 2001, we completed the issuance of $317 million of our 3.5% Notes, which allowed us to repay borrowings from our existing credit facility and to fund current and future acquisitions.

At June 30, 2002, we had $266 million of availability under our $450 million revolving credit facility, after giving effect to outstanding letters of credit of $169 million that secure certain contractual performance and other obligations. These letters of credit reduce the availability of our revolving credit facility. We had $15 million outstanding on our credit facility, which is reflected in long-term debt.

At June 30, 2002, we had cash and cash equivalents totaling $33.8 million compared to $242.5 million at June 30, 2001. The decrease is primarily due to the use of cash for the IMS acquisition and other acquisitions. Included in the cash balances at June 30, 2002 and 2001, are $5.4 million and $4.9 million, respectively, of restricted cash held on behalf of government clients.

Working capital decreased to $388.6 million at June 30, 2002 from $528.6 million at June 30, 2001 primarily due to the decrease in cash and cash equivalents to fund acquisitions. Our current ratio, defined as total current assets divided by total current liabilities, was 1.8 and 2.9, and our debt to capitalization ratio was 25.3% and 42.4% at June 30, 2002 and 2001, respectively.

Certain of our state and local government contracts require we execute surety bonds or letters of credit to ensure that the project is administered and completed as provided for in the contract. Prior to September 11 and the well-documented bankruptcies of several large companies (e.g. Enron, Kmart, and WorldCom), surety bonds were obtainable on relatively favorable terms at minimal pricing. In late 2001, the market for surety bonds changed dramatically with capacity tightening and prices increasing. The long-term outlook of the surety market, while improving, remains unclear. As of June 30, 2002, we have outstanding surety bonds and letters of credit of $316.6 million and $100.9 million, respectively, to secure our performance of contractual obligations with our clients.

Notwithstanding the existing condition of the surety bond market, management believes that we have sufficient liquidity from our cash flow and under our revolving credit facility to meet ongoing business needs and to respond to future requests for proposals from state and local governments.

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As of June 30, 2002, we held a minority preferred stock interest in DDH Aviation, Inc. (“DDH”), a corporate airplane brokerage company organized in 1997. DDH has a $48 million line of credit with Citicorp USA, Inc., for which we and our Chairman, in exchange for warrants to acquire additional voting stock, acted as guarantors. In addition, we obtained access to aircraft at favorable rates in consideration of our guaranty. ACS guaranteed up to $11.5 million of the line of credit, and our Chairman guaranteed up to $17.5 million of the line of credit. Subsequent to June 30, 2002, our Chairman assumed in full ACS’ guaranty obligations to Citicorp, and our guaranty to Citicorp was released in full at no cost to us. We have no further contingent liability related to DDH indebtedness.

Our management believes that available cash and cash equivalents, together with cash generated from operations and available borrowings under our revolving credit facility, will provide adequate funds for our anticipated internal growth needs, including working capital expenditures. Our management also believes that cash provided by operations will be sufficient to satisfy all existing debt obligations as they become due. However, we intend to continue our growth through acquisitions and from time to time to engage in discussions with potential acquisition candidates. In order to pursue such opportunities, which could require significant commitments of capital, we may be required to incur debt or to issue additional potentially dilutive securities in the future. No assurance can be given as to our future acquisition and expansion opportunities and how such opportunities will be financed.

Related Party Transactions

In August 2001, we purchased a Challenger 600 aircraft from DDH for a purchase price of $8.5 million, which included interior and exterior refurbishment of the aircraft. As of June 30, 2002, the purchase price for the aircraft was paid in full, and refurbishment was near completion. Subsequent to June 30, 2002, the aircraft was delivered to us.

Disclosures about Contractual Obligations and Commercial Commitments as of June 30, 2002 (in thousands):

				Payments Due by Period
				Less than 1
Contractual Obligations		Total		Year		1-3 Years		4-5 Years		After 5 Years
Long-term debt		$	706,990	$	—	$	390,000	$	316,990	$	—
Capital lease obligations			2,281		1,038		1,243		—		—
Operating leases			286,681		74,630		97,601		56,733		57,717
Other long-term obligations			292		292		—		—		—
	Total Contractual Cash Obligations	$	996,244	$	75,960	$	488,844	$	373,723	$	57,717

				Amount of Commitment Expiration per Period
		Total
Other Commercial		Amounts		Less than 1
Commitments		Committed		Year		1-3 Years		4-5 Years		After 5 Years
Standby letters of credit		$	169,000	$	169,000	$	—	$	—	$	—
Guaranty			11,500		11,500		—		—		—
Surety Bonds			316,622		287,096		25,019		3,007		1,500
	Total Commercial Commitments	$	497,122	$	467,596	$	25,019	$	3,007	$	1,500

Critical Accounting Policies

The preparation of our financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent

19

assets and liabilities, and the reported amounts of revenues and expenses. We base our estimates on historical experience and on various other assumptions or conditions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates under different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and may result in materially different results under different assumptions and conditions. We believe that the following critical accounting policies involve significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue recognition. During fiscal year 2001, we adopted Staff Accounting Bulletin 101 “Revenue Recognition in Financial Statements” (“SAB 101”). SAB 101 provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. We recognize revenues when persuasive evidence of an arrangement exists, the product has been shipped or the services have been provided to the client, the sales price is fixed or determinable, and collectibility is reasonably assured. The adoption of SAB 101 did not have a material impact on our results of operations.

Generally, information technology processing revenues are recognized as services are provided to the client. Revenues from annual maintenance contracts are deferred and recognized ratably over the maintenance period. Revenues from hardware sales are recognized upon delivery to the client and when uncertainties regarding customer acceptance have expired.

Revenues for business process outsourcing services are normally determined on the basis of the number of accounts or transactions processed.

In the federal government segment, our contracts are typically cost reimbursable, fixed price, unit price, or time and material contracts. Revenues on cost reimbursable contracts are recognized by applying an estimated factor to costs as incurred, such factor being determined by the contract provisions and prior experience. Revenues on unit-price contracts are recognized at the contractual selling prices of work completed and accepted by the client. Revenues on time and material contracts are recognized at the contractual rates as the labor hours and direct expenses are incurred.

Revenues on fixed price contracts are recognized over the contract term based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract using Statement of Position 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts” (“SOP 81-1”), which requires the use of percentage-of-completion accounting for long-term contracts that are binding agreements between ACS and our customers in which we agree, for compensation, to perform a service to the customer’s specifications. Performance will often extend over long periods, and our right to receive payment depends on our performance in accordance with the agreement.

The percentage-of-completion methodology involves recognizing revenue using the percentage of services completed, on a current cumulative cost to total cost basis, using a reasonably consistent profit margin over the period. Due to the long-term nature of these contracts, developing the estimates of costs often requires significant judgment. Factors that must be considered in estimating the progress of work completed and ultimate cost of the contract include, but are not limited to, the availability of labor and labor productivity, the nature and complexity of the work to be performed, the impact of delayed performance, and availability and timing of funding from the client. If changes occur in delivery, productivity or other factors used in developing the estimates of costs or revenues, we revise our cost and revenue estimates, and any revisions are charged to income in the period in which the facts that give rise to that revision become known. During the fiscal year ended June 30, 2002, less than 5% of our revenues were derived from percentage-of-completion contracts.

Revenues earned in excess of related billings are accrued, whereas billings in excess of revenues earned are deferred until the related services are provided. Immediate recognition is made of any anticipated losses.

Valuation of goodwill and intangibles. Our business acquisitions typically result in goodwill and other intangible assets, which affect the amount of future period amortization expense and possible impairment expense that we could incur.

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The determination of the value of goodwill and other intangibles requires us to make estimates and assumptions about future business trends and growth. For the IMS, Andersen, and AFSA acquisitions in 2002, we obtained a third- party valuation of the intangible assets. If an event occurs which would cause us to revise our estimates and assumptions used in analyzing the value of our goodwill or other intangibles, such revision could result in an impairment charge that could have a material impact on our financial results.

Allowance for doubtful accounts. We make estimates of the collectibility of our accounts receivable. We specifically analyze accounts receivable and historical bad debts, customer credit-worthiness, current economic trends, and changes in our customer payment terms and collection trends when evaluating the adequacy of our allowance for doubtful accounts. Any change in the assumptions used in analyzing a specific account receivable may result in additional allowance for doubtful accounts being recognized in the period in which the change occurs.

New Accounting Standards

In June 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 146 (“SFAS 146”), “Accounting for Costs Associated with Exit or Disposal Activities,” which changes the rules for how companies must account for costs associated with exit or disposal activities. Costs typically associated with exit or disposal activities include one-time employee termination costs, contract cancellation provisions, and relocation costs. SFAS 146 nullifies EITF Issue 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” The provisions of the new standard are effective for exit or disposal activities initiated after December 31, 2002, with early application encouraged. We do not believe that SFAS 146 will have a material impact on our future earnings and financial condition.

In April 2002, the FASB issued Statement of Financial Accounting Standards No. 145 (“SFAS 145”), “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” Among other things, SFAS 145 rescinds both Statement of Financial Accounting Standards No. 4 (“SFAS 4”), “Reporting Gains and Losses from Extinguishment of Debt,” and the amendment to SFAS 4, Statement of Financial Accounting Standards No. 64 (“SFAS 64”), “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.” Through this rescission, SFAS 145 eliminates the requirement (in both SFAS 4 and SFAS 64) that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect. Generally, SFAS 145 is effective for transactions occurring after May 15, 2002. We do not believe SFAS 145 will have a material impact on our future earnings and financial position.

In August 2001, the FASB issued Statement of Financial Accounting Standards No. 144 (“SFAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS 144 retains the fundamental provisions of existing generally accepted accounting principles with respect to the recognition and measurement of long-lived asset impairment contained in Statement of Financial Accounting Standards No. 121 (“SFAS 121”), “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” However, SFAS No. 144 provides new guidance intended to address certain significant implementation issues associated with SFAS 121, including expanded guidance with respect to appropriate cash flows to be used to determine whether recognition of any long-lived asset impairment is required and if required, how to measure the amount of the impairment. SFAS 144 also requires that any net assets to be disposed of by sale be reported at the lower of carrying value or fair market value less cost to sell, and expands the reporting of discontinued operations to include any component of an entity with operations and cash flows that can be clearly distinguished from the rest of the entity. SFAS 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years. We do not believe SFAS 144 will have a material impact on our future earnings and financial position.

In June 2001, the FASB issued Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). SFAS 142 addresses the accounting and reporting of acquired goodwill and other intangible assets. SFAS 142 discontinues amortization of acquired goodwill and instead requires annual impairment testing of acquired goodwill. Intangible assets will be amortized over their useful economic life and tested for impairment in accordance with SFAS 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” Intangible assets with an indefinite useful economic life should not be amortized until the life of the asset is determined to be finite. We adopted SFAS 142 effective July 1, 2001. SFAS 142 has had

21

a significant favorable impact on our fiscal year 2002 financial results through the elimination of goodwill amortization. See Note 6 of the Notes to Consolidated Financial Statements for further discussion of the impact of SFAS 142.

Also in June 2001, the FASB issued Statement of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS 141”). SFAS 141 requires that all business combinations be accounted for under the purchase method and defines the criteria for identifying intangible assets for recognition apart from goodwill. SFAS 141 applies to all business combinations initiated after June 30, 2001 and all business combinations accounted for using the purchase method for which the acquisition date is July 1, 2001 or later. We have adopted SFAS 141 effective July 1, 2001. We do not believe SFAS 141 will have a material impact on our future earnings or financial position.

Risks Related to our Business

The risks described below should not be considered to be comprehensive and all-inclusive. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially and adversely affected, and as a result, the trading price of our Class A common stock could be materially and adversely impacted. These risk factors should be read in conjunction with other information set forth in this report, including our Consolidated Financial Statements and the related notes.

Loss of, or reduction of business from, significant clients. The loss of clients and/or the reduction of volumes and services provided to our clients could materially affect our profitability and cash flows. In addition, we incur a high level of fixed costs related to our technology outsourcing and business process outsourcing clients, therefore the loss of any one of our significant clients could leave us with a significantly higher level of fixed costs than is necessary to serve our remaining clients, thereby reducing our profitability and cash flow.

Termination of a contract by a client or deterioration of the financial condition of a client. We must make significant capital investments in order to attract and retain large outsourcing agreements. The termination of a client contract or the deterioration of the financial condition or prospects of a client has in the past, and may in the future, result in an impairment of the net book value of the assets recorded and a reduction in our earnings.

Competition. We expect to encounter additional competition as we address new markets and new competitors enter our existing markets. If we are forced to lower our pricing or if demand for our services decreases, our business, financial condition, results of operations, and cash flow may be materially and adversely affected. Many of our competitors have greater resources, and they may be able to use their resources to adapt more quickly to new or emerging technologies or to devote greater resources to the promotion and sale of their products and services. In addition, we must frequently compete with a client’s own internal business process and information technology capabilities, which may constitute a fixed cost for the client.

Difficulties in executing our acquisition strategy. We intend to continue to expand our business through the acquisition of complementary companies. We cannot, however, make any assurances that we will be able to identify any potential acquisition candidates or consummate any additional acquisitions or that any future acquisitions will be successfully integrated or will be advantageous to us. Without additional acquisitions, we are unlikely to maintain historical growth rates.

Rapid technological changes. The markets for our information technology services are subject to rapid technological changes and rapid changes in client requirements. We may be unable to timely and successfully customize products and services that incorporate new technology or to deliver the services and products demanded by the marketplace.

Loss of significant software vendor relationships. Our ability to service our clients depends to a large extent on our use of various software programs that we license from a small number of primary software vendors. If our significant software vendors were to terminate or refuse to renew our contracts with them, we might not be able to

22

replace the related software programs and would be unable to serve our clients, which could have a material adverse effect on our revenues and profitability.

Exercise of commercial contract termination provisions. Some of our commercial contracts with our clients permit termination in the event our performance is not consistent with service levels specified in those contracts, or provide for credits to our clients for failure to meet service levels. In addition, if clients are not satisfied with our level of performance, our reputation in the industry may suffer, which could materially and adversely affect our business, financial condition, results of operations, and cash flow.

Exercise by government clients of termination rights. Approximately 26% of our fiscal 2002 revenues were derived from contracts with the United States government and its agencies, and approximately 41% of our fiscal 2002 revenues were derived from contracts with state and local governments and their agencies. Governments may terminate most of these contracts at any time, without cause. Additionally, government contracts are generally subject to audits and investigations by government agencies. If the government finds that we improperly charged any costs to a contract, the costs are not reimbursable or, if already reimbursed, the cost must be refunded to the government.

Budget deficits at state and local governments and their agencies. Approximately 41% of our revenues in fiscal year 2002 were derived from contracts with state and local governments and their agencies. Currently, many state and local governments that we have contracts with are facing potential budget deficits. While this has not had a material adverse impact on our results of operations through fiscal 2002, it is unclear what impact, if any, these deficits may have on our future results of operations.

Inability to provide contract performance guarantees. Certain of our state and local government contracts require we execute surety bonds or letters of credit to ensure that the project is administered and completed as provided for in the contract. Prior to September 11 and the well-documented bankruptcies of several large companies (e.g. Enron, Kmart, and WorldCom), surety bonds were obtainable on relatively favorable terms at minimal pricing. In late 2001, the market for surety bonds changed dramatically with capacity tightening and prices increasing. In certain situations, we have found it more economical to satisfy our obligations under certain state and local contracts with letters of credit under our revolving credit facility. The long-term outlook of the surety market, while improving, remains unclear. We may not have enough capacity under our revolving credit facility to continue doing this in the future, and therefore, profitability under our existing contracts may deteriorate, and we may not be able to bid on state and local contracts in the future.

Terrorist attacks. Terrorist attacks and further acts of violence or war may cause major instability in the U.S. and other financial markets in which we operate. In addition, armed hostilities and further acts of terrorism may directly impact our physical facilities and operations, which are located in North America, Central America, South America, Europe, Africa, Australia, and the Middle East, or those of our clients. These developments subject our worldwide operations to increased risks and, depending on their magnitude, could have a material adverse effect on our business.

Failure to attract and retain necessary technical personnel and skilled management. Our success depends to a significant extent upon our ability to attract, retain and motivate highly skilled and qualified personnel. If we fail to attract, train, and retain, sufficient numbers of these technically-skilled people, our business, financial condition, and results of operations will be materially and adversely affected. Our success also depends on the skills, experience, and performance of key members of our management team. The loss of any key employee could have an adverse effect on our business, financial condition, and results of operations and prospects.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We have fixed rate and variable rate debt instruments. Our variable rate debt instruments are subject to market risk from changes in interest rates. During the first half of fiscal year 2002, in order to manage interest costs and exposure to changing interest rates related to our $450 million revolving line of credit, we held two interest rate hedges initiated in December 1998. These hedges expired in December 2001. Each hedge was designated a cash flow hedge and was structured such that we paid a fixed rate of interest of 4.54% on amounts owed under the revolving

23

line of credit up to the notional amount, and received a floating rate of interest based on one month LIBOR. The notional amount of the two hedges totaled $100 million and expired in December 2001. Changes in the fair value of the interest rate hedges, net of tax effect, is reflected in accumulated other comprehensive income.

We held a single investment in a marketable security during fiscal year 2002. To protect ourselves from the volatility of the value of this marketable security investment, we entered into a no-cost collar agreement in June 2001, which matured in June 2002. The collar, a fair value hedge, is structured so that all fluctuations in the price of the marketable security above or below 100% or 102.5% of its value on the date the collar was entered into are hedged. This marketable security investment was liquidated as of June 30, 2002, and the related collar was terminated.

We do not hold or issue derivative financial instruments for trading purposes and are not a party to any leveraged derivative transactions. Sensitivity analysis is one technique used to measure the impact of changes in the interest rates on the value of market-risk sensitive financial instruments. A hypothetical 10% movement in interest rates would not have a material impact on our future earnings, fair value, or cash flows.

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Item 8. Financial Statements and Supplementary Data	Page
Report of Independent Accountants		26
Consolidated Balance Sheets		27
Consolidated Statements of Income		28
Consolidated Statements of Changes in Stockholders’ Equity		29
Consolidated Statements of Cash Flows		30
Notes to the Consolidated Financial Statements		31
Report of Independent Accountants on Financial Statement Schedules		54
Schedule II – Valuation and Qualifying Accounts		55

25

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
     Affiliated Computer Services, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, changes in stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Affiliated Computer Services, Inc. and its subsidiaries at June 30, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Notes 1 and 6 to the consolidated financial statements, the Company changed its method of accounting for goodwill and other intangible assets in connection with its adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” effective July 1, 2001.

PRICEWATERHOUSECOOPERS LLP

Dallas, Texas
July 30, 2002

26

AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except per share amounts)

					June 30,
					2002		2001
				ASSETS
Current assets:
	Cash and cash equivalents				$	33,814	$	242,458
	Accounts receivable, net					736,471		472,042
	Inventory					9,740		8,591
	Prepaid expenses and other current assets					94,464		77,572
	Deferred taxes					—		8,952
			Total current assets			874,489		809,615
Property and equipment and software, net						394,830		237,563
Goodwill						1,846,482		697,760
Other intangibles, net						234,287		97,160
Other assets						53,479		49,589
			Total assets		$	3,403,567	$	1,891,687
				LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable				$	72,858	$	40,265
	Accrued compensation and benefits					125,290		82,043
	Other accrued liabilities					210,003		126,875
	Income taxes payable					20,452		7,742
	Deferred taxes					7,344		—
	Current portion of long-term debt					1,330		3,362
	Current portion of unearned revenue					48,636		20,765
			Total current liabilities			485,913		281,052
Convertible notes						316,990		546,927
Long-term debt						391,243		102,386
Deferred taxes						95,394		55,601
Other long-term liabilities						18,607		20,206
			Total liabilities			1,308,147		1,006,172
Commitments and contingencies
Stockholders’ equity:
		Class A common stock, $.01 par value, 500,000 shares authorized, 125,424 and 94,564 shares outstanding, respectively				1,254		473
		Class B common stock, $.01 par value, 14,000 shares authorized, 6,600 shares outstanding				66		33
		Additional paid-in capital				1,330,533		350,767
		Retained earnings				763,567		534,374
		Accumulated other comprehensive income, net				—		(132	)
			Total stockholders’ equity			2,095,420		885,515
			Total liabilities and stockholders’ equity		$	3,403,567	$	1,891,687

The accompanying notes are an integral part of these consolidated financial statements.

27

AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts)

			Year ended June 30,
			2002		2001			2000
Revenues			$	3,062,918	$	2,063,559		$	1,962,542
Operating expenses:
	Wages and benefits			1,350,057		904,684			854,162
	Services and supplies			888,497		598,797			608,401
	Rent, lease and maintenance			278,621		223,679			206,330
	Depreciation and amortization			110,486		93,617			84,752
	Impairment charges			—		—			56,571
	Other operating expenses			34,625		19,056			28,918
		Total operating expenses		2,662,286		1,839,833			1,839,134
Operating income				400,632		223,726			123,408
Interest expense				30,619		23,742			23,979
Net gain on divestitures				—		—			(85,846	)
Other non-operating (income) expense				9,557		(21,076	)		(9,995	)
	Pretax profit			360,456		221,060			195,270
Income tax expense				130,860		86,768			85,958
	Net income		$	229,596	$	134,292		$	109,312
Earnings per common share:
	Basic		$	1.94	$	1.35		$	1.11
	Diluted		$	1.76	$	1.23		$	1.03
Shares used in computing earnings per common share:
	Basic			118,646		99,758			98,487
	Diluted			137,464		116,456			111,613

The accompanying notes are an integral part of these consolidated financial statements.

28

AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands)

		Common Stock
																Accumulated
										Additional						Other
		Class A				Class B				Paid-in			Retained			Comprehensive			Treasury
		Shares		Amount		Shares		Amount		Capital			Earnings			Income			Shares			Amount			Total
Balance at June 30, 1999			45,945	$	460		3,300	$	33	$	316,202		$	291,029		$	—			(8	)	$	(303	)	$	607,421
Comprehensive income:
	Net income		—		—		—		—		—			109,312			—			—			—			109,312
Total comprehensive income																										109,312
Employee stock transactions and related tax benefits			332		3		—		—		5,157			—			—			38			1,576			6,736
Stock issued in connection with an acquisition			—		—		—		—		—			—			—			(273	)		(12,020	)		(12,020	)
Purchase of treasury shares			—		—		—		—		(2	)		—			—			(3	)		(97	)		(99	)
Other, net			4		—		—		—		168			(141	)		—			—			—			27
Balance at June 30, 2000			46,281		463		3,300		33		321,525			400,200			—			(246	)		(10,844	)		711,377
Comprehensive income:
	Unrealized gains on marketable securities		—		—		—		—		—			—			84			—			—			84
	Interest rate hedge		—		—		—		—		—			—			(216	)		—			—			(216	)
	Net income		—		—		—		—		—			134,292			—			—			—			134,292
Total comprehensive income																										134,160
Employee stock transactions and related tax benefits			1,000		10		—		—		29,179			—			—			246			10,844			40,033
Conversion of 4% Convertible Subordinated Notes			1		—		—		—		63			—			—			—			—			63
Other, net			—		—		—		—		—			(118	)		—			—			—			(118	)
Balance at June 30, 2001			47,282		473		3,300		33		350,767			534,374			(132	)		—			—			885,515
Comprehensive income:
	Unrealized gains on Marketable securities		—		—		—		—		—			—			(84	)		—			—			(84	)
	Interest rate hedge		—		—		—		—		—			—			216			—			—			216
	Net income		—		—		—		—		—			229,596			—			—			—			229,596
Total comprehensive income																										229,728
Employee stock transactions and related tax benefits			1,137		11		—		—		38,993			—			—			—			—			39,004
Equity offering			9,200		92		—		—		714,200			—			—			—			—			714,292
Two-for-one stock dividend			57,024		570		3,300		33		(603	)		—			—			—			—			—
Conversion of 4% Convertible Subordinated Notes			10,781		108		—		—		227,176			—			—			—			—			227,284
Other, net			—		—		—		—		—			(403	)		—			—			—			(403	)
Balance at June 30, 2002			125,424	$	1,254		6,600	$	66	$	1,330,533		$	763,567		$	—			—		$	—		$	2,095,420

The accompanying notes are an integral part of these consolidated financial statements.

29

AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)

					Year ended June 30,
					2002			2001			2000
Cash flows from operating activities:
	Net income				$	229,596		$	134,292		$	109,312
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				110,486			93,617			84,752
		Impairment charges				—			—			56,571
		Net loss on divestitures				—			—			(85,846	)
		Gain on collection of note receivable				—			(1,713	)		(3,000	)
		Gain on sale of investment				—			(12,785	)		(1,892	)
		Loss on sale of business unit				1,841			—			—
		Impairment of long-term investment				8,449			—			—
		Other				1,899			526			(1,483	)
		Changes in assets and liabilities, net of effects from acquisitions:
			Decrease in ATM cash			—			—			100
			Increase in accounts receivable			(112,523	)		(45,745	)		(49,436	)
			(Increase) decrease in inventory			(744	)		(1,160	)		3
			(Increase) decrease in prepaid expenses and other current assets			2,762			(2,965	)		(28,747	)
			Change in deferred taxes			55,821			37,359			(14,612	)
			(Increase) decrease in other long-term assets			(6,570	)		3,449			(418	)
			Increase (decrease) in accounts payable			26,252			(11,273	)		9,929
			Increase (decrease) in accrued compensation and benefits			7,209			13,190			(4,018	)
			Increase (decrease) in other accrued liabilities			12,975			(23,357	)		22,565
			Increase (decrease) in income taxes payable			35,069			(32,258	)		62,978
			Decrease in other long-term liabilities			(638	)		(1,069	)		(54	)
			Increase (decrease) in unearned revenue			130			(8,194	)		1,119
				Total adjustments		142,418			7,622			48,511
				Net cash provided by operating activities		372,014			141,914			157,823
Cash flows from investing activities:
	Purchases of property, equipment and software, net					(144,406	)		(99,070	)		(71,548	)
	Payments for acquisitions, net of cash acquired					(1,425,529	)		(173,402	)		(232,888	)
	Additions to other intangible assets					(19,317	)		(21,695	)		(9,100	)
	Proceeds from divestitures, net of transaction costs					(5,887	)		202,718			99
	Payment for investments					(4,129	)		(500	)		(12,620	)
	Proceeds from sale of investments					700			17,100			2,731
	Additions to notes receivable					(3,577	)		(3,781	)		(2,038	)
	Proceeds from notes receivable					3,981			9,492			9,586
				Net cash used in investing activities		(1,598,164	)		(69,138	)		(315,778	)
Cash flows from financing activities:
	Proceeds from issuance of long-term debt, net					1,279,210			674,893			657,040
	Payments of long-term debt					(992,510	)		(566,912	)		(485,116	)
	Proceeds from equity offering, net of transaction costs					714,292			—			—
	Employee stock transactions					17,901			17,829			3,185
	Net payments of ATM debt					—			—			(100	)
	Other, net					(1,387	)		(649	)		(1,113	)
				Net cash provided by financing activities		1,017,506			125,161			173,896
	Net increase (decrease) in cash and cash equivalents					(208,644	)		197,937			15,941
	Cash and cash equivalents at beginning of year					242,458			44,521			28,580
	Cash and cash equivalents at end of year				$	33,814		$	242,458		$	44,521

See supplemental cash flow information in Notes 2, 5, 6, 7, 8, and 9.
The accompanying notes are an integral part of these consolidated financial statements.

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     Business and Summary of Significant Accounting Policies

Description of business and basis of presentation
We are a Fortune 1000 company comprised of more than 36,000 people serving clients in 46 countries. We operate in three business segments: commercial, federal government, and state and local governments, and provide business process, technology outsourcing, and system integration solutions to our clients. We were incorporated on June 8, 1988.

The consolidated financial statements are comprised of our accounts and our majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year ends on June 30. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America that require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, the reported amount of revenues and expenses during the reporting period, as well as the accompanying notes. These estimates are based on information available to us as of the date of the financial statements. Actual results could differ from these estimates.

All share and per share information is presented giving effect to the two-for-one stock split of our Class A and Class B common shares that occurred February 22, 2002 (see Note 10 for further discussion).

Cash and cash equivalents
Cash and cash equivalents consist primarily of cash, short-term investments in commercial paper, and money market investments that have an initial maturity of three months or less. Cash equivalents are valued at cost, which approximates market. Included in cash and cash equivalents are approximately $5.4 million and $4.9 million at June 30, 2002 and 2001, respectively, of restricted cash held on behalf of governmental customers.

Allowance for doubtful accounts
We make estimates of the collectibility of our accounts receivables. We specifically analyze accounts receivables and historical bad debts, customer credit-worthiness, current economic trends, and changes in our customer payment terms and collection trends when evaluating the adequacy of our allowance for doubtful accounts. Any change in the assumptions used in analyzing a specific account receivable may result in additional allowance for doubtful accounts being recognized in the period in which the change occurs. Our allowance for doubtful accounts was approximately $7.0 million and $5.6 million at June 30, 2002 and 2001, respectively.

Inventory
Inventories consist primarily of micrographic supplies and equipment, network computer hardware, computer maintenance parts, and bindery materials, which are generally recorded at the lower of cost or market (net realizable value) using the first-in, first-out method.

Marketable Securities
Marketable securities were recorded in prepaid expenses and other current assets at June 30, 2001 and consisted of a single corporate equity security investment that was classified as available-for-sale and was sold in June 2002. The investment was recorded at fair market value, and changes in unrealized holding gains or losses were reported as a component of other comprehensive income in stockholders’ equity until sold, at which time a gain of $52 thousand was realized.

Property and equipment, net
Property and equipment are recorded at cost. The cost of property and equipment held under capital leases, primarily computer equipment, is equal to the lower of the net present value of the minimum lease payments or the fair value of the leased property at the inception of the lease. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which for equipment ranges primarily from three to ten years and for buildings and improvements up to forty years. Leasehold improvements are depreciated over the shorter of the term of the lease or the estimated life. Depreciation expense on property and equipment was approximately $74.5 million, $50.7 million, and $43.5 million for the fiscal years ended June 30, 2002, 2001 and 2000, respectively.

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Software
Costs incurred to develop computer software to be sold as a separate product are capitalized only after technological feasibility has been established. Purchased computer software and internally developed computer software purchased through acquisitions are amortized using the straight-line method over expected useful lives which range from two to five years. Amortization of computer software was approximately $13.9 million, $6.0 million, and $6.5 million in fiscal 2002, 2001 and 2000, respectively. The increase in fiscal year 2002 compared to 2001 is due to the acquisitions completed in fiscal years 2002 and 2001. The decrease in fiscal year 2001 compared to 2000 is primarily related to our June 2000 divestitures.

In accordance with Statement of Position 98-1, “Accounting for Costs of Computer Software Developed or Obtained for Internal Use” (“SOP 98-1”), certain costs related to the development or purchase of internal-use software are capitalized and amortized over the estimated useful life of the software. During fiscal 2002 and 2001, we capitalized approximately $15.8 million and $7.7 million, respectively, in software costs under SOP 98-1, which are being amortized over a three-year life. These capitalized amounts include internal costs of approximately $12.1 million and $1.3 million and external costs of approximately $3.7 million and $6.4 million for fiscal years 2002 and 2001, respectively. These costs were incurred in the development of our proprietary software used in connection with our long-term client relationships, primarily in the state and local business process outsourcing market.

Goodwill
In June 2001, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). SFAS 142 addresses the accounting and reporting of acquired goodwill and other intangible assets. SFAS 142 discontinues amortization of acquired goodwill and instead requires annual impairment testing of acquired goodwill. Intangible assets are amortized over their useful economic life and tested for impairment in accordance with Statement of Financial Accounting Standards No. 121 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of “ (“SFAS 121”).

We adopted SFAS 142 effective July 1, 2001. SFAS 142 has had a significant positive impact on our financial results based on the historical amortization of goodwill. During fiscal years 2001 and 2000, we had after-tax goodwill amortization expense of approximately $20.7 million and $18.8 million, respectively. There is no goodwill amortization expense for fiscal year 2002 in accordance with the adoption of SFAS 142.

Our business acquisitions typically result in goodwill and other intangible assets, which affect the amount of future period amortization expense and possible expense we could incur as a result of an impairment. The determination of the value of goodwill and other intangibles requires us to make estimates and assumptions about future business trends and growth. If an event occurs that could cause us to revise our estimate and assumptions used in analyzing the value of our goodwill or other intangibles, such revision could result in an impairment charge that could have a material impact on our financial results.

Other intangible assets
Other intangible assets consist primarily of customer and migration costs, which are recorded at cost and amortized using the straight-line method over the contract terms. Customer related intangibles are amortized over a weighted average of approximately 8 years, and all other intangibles are amortized over a weighted average of 9 years. The determination of the value of other intangibles requires us to make estimates and assumptions about future business trends and growth. For the IMS, Andersen, and AFSA acquisitions (as defined in Note 2) in 2002, we obtained a third-party valuation of the intangible assets. If an event occurs which would cause us to revise our estimates and assumptions used in analyzing the value of our other intangibles, such revision could result in an impairment charge that could have a material impact on our financial results.

Derivative financial instruments
We use derivative financial instruments for the purpose of hedging specific exposures and hold all derivatives for purposes other than trading. All derivative financial instruments held reduce the risk of the underlying hedged item and are designated at inception as hedges with respect to the underlying hedged item. Such instruments to date have

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

been limited to interest rate swap contracts and a no-cost equity collar (see Note 13). As of June 30, 2002, we no longer hold any derivative financial instruments.

Other assets
Other assets consists of equity investments accounted for using the cost method, deferred debt issuance costs, and long-term receivables. Deferred annuity contracts included in long-term investments are carried at cost plus accrued interest, which approximates fair market value. It is our policy to periodically review the net realizable value of our long-term investments through an assessment of the recoverability of the carrying amount of each investment. Each investment is reviewed to determine if events or changes in circumstances of the issuer have occurred which indicate that the recoverability of the carrying amount may be uncertain. In the event that an investment is found to be carried at an amount in excess of its recoverable amount, the asset is adjusted for impairment to a level commensurate with the recoverable amount of the underlying asset. During fiscal year 2002, we recorded a $7.4 million loss ($4.7 million, net of tax) associated with a write-down of a cost-basis investment to its estimated realizable value. The deferred debt issuance costs are being amortized using the straight-line method over the life of the related debt, which approximates the effective interest method.

Revenue recognition
During fiscal year 2001, we adopted Staff Accounting Bulletin 101 “Revenue Recognition in Financial Statements” (“SAB 101”). SAB 101 provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. We recognize revenues when persuasive evidence of an arrangement exists, the product has been shipped or the services have been provided to the client, the sales price is fixed or determinable, and collectibility is reasonably assured. The adoption of SAB 101 did not have a material impact on our results of operations.

Generally, information technology processing revenues are recognized as services are provided to the client. Revenues from annual maintenance contracts are deferred and recognized ratably over the maintenance period. Revenues from hardware sales are recognized upon delivery to the client and uncertainties regarding customer acceptance have expired.

Revenues for business process outsourcing services are normally determined on the basis of the number of accounts or transactions processed.

In the federal government segment, our contracts are typically cost reimbursable, fixed price, unit price, or time and material contracts. Revenues on cost reimbursable contracts are recognized by applying an estimated factor to costs as incurred, such factor being determined by the contract provisions and prior experience. Revenues on unit-price contracts are recognized at the contractual selling prices of work completed and accepted by the client. Revenues on time and material contracts are recognized at the contractual rates as the labor hours and direct expenses are incurred.

Revenues on fixed price contracts are recognized over the contract term based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract using Statement of Position 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts” (“SOP 81-1”), which requires the use of percentage-of-completion accounting for long-term contracts that are binding agreements between ACS and our clients in which we agree, for compensation, to perform a service to the client’s specifications. Performance will often extend over long periods, and our right to receive payment depends on our performance in accordance with the agreement.

The percentage-of-completion methodology involves recognizing revenue based on using the percentage of services completed, on a current cumulative cost to total cost basis, using a reasonably consistent profit margin over the period. Due to the long-term nature of these contracts, developing the estimates of costs often requires significant judgment. Factors that must be considered in estimating the progress of work completed and ultimate cost of the contract include, but are not limited to, the availability of labor and labor productivity, the nature and complexity of the work to be performed, the impact of delayed performance, and availability and timing of funding from the client. If changes occur in delivery, productivity, or other factors used in developing the estimates of costs or revenues, we revise our cost and revenue estimates, and any revisions are charged to income in the period in which the facts that give rise to that

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

revision become known. During the fiscal year ended June 30, 2002, less than 5% of our revenues were derived from percentage-of-completion contracts.

Revenues earned in excess of related billings are accrued, whereas billings in excess of revenues earned are deferred until the related services are provided. Immediate recognition is made of any anticipated losses.

Revenues earned from our five largest customers each year together comprised 14%, 18%, and 18% of revenues for the years ended June 30, 2002, 2001, and 2000, respectively. Trade accounts receivable from these customers aggregated approximately $88.6 million at June 30, 2002 and $43.7 million at June 30, 2001.

Income taxes
Deferred income taxes provided in the accompanying financial statements are determined based on the difference between financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the years in which such differences are expected to reverse.

Earnings per common share
Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the combination of dilutive common share equivalents and the weighted average number of common shares outstanding during the period. All share and per share information is presented giving effect to the two-for-one stock split of our Class A and Class B common shares that occurred February 22, 2002. See Note 12 for the computation of earnings per share.

Stock-based compensation
We adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), which establishes accounting and reporting standards for stock-based employee compensation plans. As permitted by the standard, we have elected not to adopt the fair value based method of accounting for stock-based employee compensation and will continue to account for such arrangements under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and apply SFAS 123 on a disclosure basis only. See Note 11 for discussion of the impact on earnings and earnings per share of our stock-based compensation plans.

Reclassifications
Certain reclassifications have been made to prior period financial statements to conform to current presentation.

2.     Business Combinations

From our inception through June 30, 2002, we have acquired several businesses in the information technology services and business process outsourcing industries that were accounted for under the purchase accounting method. Our recent acquisition activity is summarized as follows:

Year ended June 30,			2002		2001		2000
Purchase consideration (in thousands):
	Net cash paid		$	1,405,009	$	166,108	$	211,355
	Amounts due to seller			14,740		1,536		708
	Liabilities assumed			188,699		19,220		59,759
		Fair value of assets acquired (including intangibles)	$	1,608,448	$	186,864	$	271,822

During fiscal year 2002, we acquired eight companies, the most significant of which were the acquisitions of Lockheed Martin IMS Corporation (“IMS”) in August 2001 and AFSA Data Corporation (“AFSA”) in June 2002.

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

We acquired 100% of the stock of IMS (now known as ACS State and Local Solutions) a wholly-owned subsidiary of Lockheed Martin Corporation for approximately $825 million plus related transaction costs. The acquisition was funded from a $550 million 18-month interim credit facility, borrowings from our existing revolving credit facility, and existing cash on hand. This interim credit facility was repaid in October 2001 with the proceeds from the equity offering of 18.4 million shares of our Class A common stock at $40.50 per share (see Note 10). IMS’ results have been included in our consolidated financial statements from the effective date of the acquisition, August 1, 2001. IMS provides business process outsourcing services to more than 230 state and local government agencies in 45 U.S. states, the District of Columbia, Canada, Australia, and Europe. IMS specializes in child support enforcement, welfare and workforce services, child care management, electronic toll collection, and other intelligent transportation services involving the trucking industry, photo enforcement of red-light and speeding violations, parking management, and information technology outsourcing. We believe the acquisition of IMS solidifies ACS as a leader in technology-based outsourcing solutions to state and local government agencies.

The acquisition was accounted for under the purchase method of accounting with assets acquired of $934.1 million and liabilities of $109.1 million. The purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair value at July 31, 2001 as follows (in thousands):

Current assets		$	111,561
Property, equipment and software			50,972
Other long-term assets			2,826
Intangible assets			64,300
Goodwill			704,392
	Total assets acquired		934,051
Current liabilities			109,051
	Total liabilities assumed		109,051
	Net assets acquired	$	825,000

The total amount of goodwill is expected to be fully deductible for tax purposes. Software of $41.5 million is included in property, equipment and software and has an anticipated useful life ranging from 2 to 10 years. The $64.3 million of acquired intangible assets is attributable to customer relationships with an aggregate anticipated useful life of approximately 11 years.

In June 2002 we acquired AFSA, a subsidiary of FleetBoston Financial Corporation, for approximately $410 million plus related transaction costs. The acquisition was funded with a combination of a $375 million 18-month interim credit facility, borrowings from our existing revolving credit facility, and existing cash on hand. AFSA is the nation’s largest educational services company, servicing a student loan portfolio of 8.1 million borrowers with outstanding loans of approximately $85 billion. Additionally, AFSA is a leading business process outsourcer for federal, state, and local governments for a variety of health and human services programs, including Medicare, Medicaid, children’s health insurance programs (CHIP), and welfare-to-workforce services.

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The acquisition was accounted for under the purchase method of accounting with assets acquired of $488.6 million and liabilities of $54.7 million. The purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair value at June 1, 2002 as follows (in thousands):

Current assets		$	83,855
Property, equipment and software			37,440
Other long-term assets			5,475
Intangible assets			48,331
Goodwill			313,487
	Total assets acquired		488,588
Current liabilities			54,678
	Total liabilities assumed		54,678
	Net assets acquired	$	433,910

The total amount of goodwill is expected to be fully deductible for tax purposes. Software of $17.6 million is included in property, equipment and software and has an anticipated useful life of approximately 6 years. The $48.3 million of acquired intangible assets is primarily attributable to customer relationships with an aggregate anticipated useful life of approximately 11 years and non-compete agreements with amortization periods of approximately 5 years.

In May 2002, we acquired the finance and accounting business process outsourcing unit of Andersen Worldwide (“Andersen”). This business generated revenue of approximately $55 million for the year ended December 31, 2001. Included in this acquisition are contracts with General Motors (“GM”) and the University of Phoenix (“the University”). Under a new 10-year agreement with GM, we will provide transactional accounting services such as payroll processing, disbursement processing, dealer accounting, accounts receivable processing, lease and subsidiary accounting, and expense reporting in the United States and Europe. Under the arrangement with the University, we will provide student financial aid business process outsourcing services to the University including federal eligibility determinations, loan and grant processing, and disbursement of student aid as well as other support services related to student financial aid processing. The acquisition was valued at $65.2 million plus related transaction costs, with assets acquired of $79.0 million and liabilities assumed of $13.8 million. We recorded goodwill of $58.7 million (which is fully deductible for tax purposes) and $9.1 million in intangible assets. The $9.1 million of intangible assets are attributable to customer relationships with lives of three to ten years. Andersen’s operating results are included in our financial statements from the effective date of the acquisition, May 1, 2002 for the domestic operations and June 1, 2002 for the foreign operations. This acquisition is not considered material to our results of operations; therefore, no pro forma information is presented.

We acquired the business process outsourcing services unit of National Processing Company (“NPC”). NPC provides healthcare claims processing, credit card application processing, and airline lift ticket processing. As part of the transaction, we acquired all of NPC’s offshore operations in Jamaica, the Dominican Republic, Barbados, and a majority of NPC’s Mexican operations. The transaction value was $43 million plus related transaction costs, with assets acquired of $50.3 million and liabilities assumed of $7.3 million. We recorded goodwill of $25.8 million of which 61% is fully deductible for tax purposes and $2.8 million in intangible assets. The $2.8 million intangible assets are attributable to customer relationships with an aggregate anticipated useful life of approximately 3 years. NPC’s operating results are included in our financial statements from the effective date of the acquisition, August 1, 2001. This acquisition is not considered material to our results of operations; therefore, no pro forma information is presented.

We completed four other acquisitions during fiscal 2002, two of which were included in our commercial segment, one in our state and local governments segment, and one in our federal government segment. These acquisitions are not considered material to our results of operations; therefore, no pro forma information is presented.

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

During fiscal year 2001, we acquired five companies. The most significant of these increased our presence in the state and local government sector. We acquired the Global Government Solutions division of Systems & Computer Technology Corporation, which delivers state and local government outsourcing solutions. We also acquired Business Resources Corporation, which provides outsourced records management, document workflow imaging systems and services, and real estate title plant services to state and local governments. These acquisitions are not considered material to our results of operations; therefore, no pro forma information is presented.

During fiscal year 2000, we acquired three companies, two serving our state and local government markets and one serving the federal government market. The Intellisource Group, Inc. is a leading provider of information technology solutions to the federal, state, and local government and utility markets. Birch & Davis Holdings, Inc. provides program management operations and consulting services related to healthcare delivery and reform issues, primarily to federal and state government agencies. Consultec, LLC provides design, development, and operation of decision support, claims administration, and managed care support systems to over twenty state Medicaid programs.

We are obligated to make certain contingent payments to former owners based on the achievement of specified profit levels in conjunction with certain acquisitions. During fiscal 2002, we made no contingent consideration payments related to acquisitions completed in prior years. As of June 30, 2002, the maximum aggregate amount of the outstanding contingent obligations is approximately $19 million, none of which has been earned to date. Any such payments result in a corresponding increase in goodwill.

Pro forma Financial Information

The following unaudited pro forma financial information presents a summary of our consolidated results of operations as if the IMS and AFSA acquisitions had occurred at the beginning of the periods presented and are not necessarily indicative of future results or actual results that would have been achieved had the acquisitions occurred at the beginning of the periods presented (in thousands, except per share amounts).

	For the years ended
	June 30,
	2002		2001
Revenue	$	3,267,517	$	2,835,551
Net income		256,268		181,811
Earnings per common share:
Basic	$	2.16	$	1.82
Diluted	$	1.96	$	1.64

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.     Accounts Receivable

The components of accounts receivable are as follows (in thousands):

		June 30,
		2002			2001
Amounts Billable:
	State and local governments	$	245,136		$	72,669
	Commercial		207,444			168,309
	Federal government		185,764			171,377
			638,344			412,355
Amounts Unbilled:
	Amounts not yet billable		100,174			59,691
	Excess of actual indirect costs over amounts currently billable under cost reimbursable contracts		3,608			4,912
Contract retainages not currently billable			1,301			704
			105,083			65,307
Total accounts receivable			743,427			477,662
Allowances for doubtful accounts			(6,956	)		(5,620	)
		$	736,471		$	472,042

Unbilled amounts reflect those amounts that are associated with percentage of completion accounting, governmental holdbacks, and other unbilled amounts not currently billable due to contractual provisions. To the extent not currently billable at June 30, 2002 and 2001, unbilled costs and accrued profits above are billable upon delivery or acceptance of services, upon receipt of contract funding, or upon contract completion. Of the above unbilled costs and accrued profits at June 30, 2002, approximately $4.9 million are not expected to be billed and collected within one year.

Billable and unbilled amounts at June 30, 2001 have been reclassified to conform with current year presentation and industry practice. Amounts to be invoiced in the subsequent month for current month services are included in billable. Billable amounts at June 30, 2002 and 2001 include approximately $236.0 million and $132.6 million, respectively, for services which have been completed and will be billed in the succeeding month.

4.     Marketable Securities

As of June 30, 2002, we did not hold any investments in marketable securities. As of June 30, 2001, we had a marketable security that consisted of a single investment in a corporate equity security that was classified as available for sale and recorded at its fair value of approximately $1.3 million. This marketable security was sold in June 2002.

We entered into a no-cost equity collar related to this equity security to ensure protection from the volatility of its fair value. The collar was accounted for as a fair value hedge, and all gains or losses of the hedge were recognized in earnings in the period of change together with the offsetting gains or losses on the equity security outside the collar. Unrealized gains or losses on the equity security within the collar were recorded in accumulated other comprehensive income. At June 30, 2001, unrealized gains of $84 thousand were recorded as a component of accumulated other comprehensive income. In June 2002, we sold the marketable security, recognizing a gain on investment of $52 thousand.

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.     Property, Equipment and Software

Property, equipment and software consists of the following (in thousands):

	June 30,
	2002			2001
Land	$	21,907		$	19,753
Buildings and improvements		98,709			73,814
Computer equipment and software		434,620			268,899
Furniture and fixtures		120,324			89,455
Construction in progress		2,121			2,452
		677,681			454,373
Accumulated depreciation and amortization		(282,851	)		(216,810	)
	$	394,830		$	237,563

6.     Goodwill and Other Intangible Assets

We adopted SFAS 142 effective July 1, 2001. The following table reflects the effect of SFAS 142 on net income and earnings per share as if SFAS 142 had been in effect for all periods presented (in thousands except per share amounts):

		Year ended June 30,
		2002		2001		2000
Net income		$	229,596	$	134,292	$	109,312
	Add back goodwill amortization, Net of related tax benefit ($3,757 and $2,749, respectively)		—		20,711		18,824
Adjusted net income		$	229,596	$	155,003	$	128,136
Basic earnings per share:
	Reported net income	$	1.94	$	1.35	$	1.11
	Add back goodwill amortization (net of tax benefit)		—		0.21		0.19
	Adjusted net income	$	1.94	$	1.56	$	1.30
Diluted earnings per share:
	Reported net income	$	1.76	$	1.23	$	1.03
	Add back goodwill amortization (net of tax benefit)		—		0.18		0.17
	Adjusted net income	$	1.76	$	1.41	$	1.20

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The changes in the carrying amount of goodwill for the year ended June 30, 2002 are as follow (in thousands):

			State and
			Local		Federal
	Commercial		Government		Government		Total
Balance as of June 30, 2001	$	266,178	$	308,709	$	122,873	$	697,760
Goodwill activity during the year		399,968		735,403		13,351		1,148,722
Balance as of June 30, 2002	$	666,146	$	1,044,112	$	136,224	$	1,846,482

The goodwill activity during the year is primarily due to our fiscal 2002 acquisition activity (see Note 2).

The following table reflects the balances of our other intangibles as of June 30, 2002 (in thousands):

			Gross Carrying		Accumulated
			Amount		Amortization
Amortized intangible assets:
	Acquired customer related intangibles		$	143,769	$	(14,567	)
	Other customer related intangibles			91,232		(38,953	)
	All other			3,808		(1,802	)
		Total	$	238,809	$	(55,322	)
Unamortized intangible asset:
	Title plant		$	50,800
		Total	$	50,800
Aggregate amortization:
	For the year ended June 30, 2002				$	22,994
Estimated amortization:
	For the year ended June 30, 2003				$	30,293
	For the year ended June 30, 2004				$	26,613
	For the year ended June 30, 2005				$	23,249
	For the year ended June 30, 2006				$	19,905
	For the year ended June 30, 2007				$	17,137

Amortization includes amounts charged to amortization expense for customer related intangibles and other intangibles, other than contract inducements, which amortization ($0.9 million) is recorded as a reduction to related contract revenue. Amortization of approximately $23 million for fiscal year 2002 includes approximately $9.0 million related to acquired customer related intangibles. Customer related intangibles are amortized over a weighted average of approximately 8 years. All other intangibles are amortized over a weighted average of 9 years.

7.     Other Assets

Included in other assets are long-term investments, which consist primarily of investments in preferred stock accounted for at cost, as these securities are not considered marketable equity securities. Also included in long-term investments are deferred annuity contracts carried at cost plus accrued interest, which approximates fair market value and various bonds, carried at cost. Dividend income recognized from such securities, which is reflected in the consolidated financial statements as a component of other non-operating income, was approximately $110 thousand during fiscal 2000. No amounts were received in fiscal 2002 or 2001.

During the third quarter of fiscal 2002, we recorded a $7.4 million loss ($4.7 million, net of tax) in other non-operating expense associated with a write-down of a cost basis investment to its estimated realizable value of $5.0 million. In the

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

second quarter of fiscal 2002, we recorded a $1.0 million loss on a long-term investment we received in the December 1998 acquisition of BRC Holdings, Inc. We had approximately $8.0 million in long-term investments as of June 30, 2002.

8.     Notes Payable and Long-term Debt

A summary of notes payable and long-term debt follows (in thousands):

	June 30,
	2002			2001
3.5% Convertible Subordinated Notes due February 2006 (“3.5% Notes”) (a)	$	316,990		$	316,990
4% Convertible Subordinated Notes due March 2005 (“4% Notes”) (b)		—			229,937
Unsecured $450 million revolving credit agreement (“Credit Facility”) payable to banks, due in December 2004 (c)		15,000			100,000
Interim credit facility due December 2003 (d)		375,000			—
Capitalized lease obligations at various interest rates, payable through 2005		2,281			4,483
Other		292			1,265
		709,563			652,675
Less current portion		(1,330	)		(3,362	)
	$	708,233		$	649,313

Maturities of notes payable and long-term debt at June 30, 2002 are as follows (in thousands):

Year ending June 30,
2003	$	1,330
2004		375,702
2005		15,541
2006		316,990
2007		—
Total	$	709,563

(a)	The 3.5% Notes are convertible at any time prior to the maturity date, unless redeemed or repurchased, into Class A common stock at a conversion rate of 23.0234 shares of Class A common stock for each $1,000 principal amount of 3.5% Notes (equivalent to a conversion price of $43.44 per share of Class A common stock), subject to adjustments in certain events. Interest on the 3.5% Notes is payable semi-annually on February 15 and August 15 of each year commencing August 15, 2001. The 3.5% Notes may be redeemed at our option on or after February 18, 2004, in whole or in part, at the redemption prices set forth in the 3.5% Notes. The redemption price set forth in the 3.5% Notes is 101.4% and 100.7% of the principal amount for the twelve-month periods beginning February 15, 2004 and 2005, respectively.
(b)	All the outstanding 4% Notes were converted to Class A common stock on March 15, 2002 in accordance with Indenture dated March 20, 1998 between ACS and U.S. Trust Company of Texas, N.A., as trustee prior to the March 15, 2002 redemption date. As the result of such conversions, 10.8 million shares of our Class A common stock were issued to such holders. The 4% Notes were convertible, at any time prior to the maturity date, unless redeemed or repurchased, into Class A common stock at a conversion rate of 46.8864 shares of Class A common stock for each $1,000 principal amount of 4% Notes (equivalent to a conversion price of $21.33 per share of Class A common stock), subject to adjustments in certain events. Interest on the 4% Notes was payable semi-annually on March 15 and September 15 of each year commencing on September 15, 1998.
(c)	Interest on the Credit Facility is payable monthly at LIBOR (1.84% at June 30, 2002) plus a range of .625% to 1.125% depending on a defined debt to EBITDA ratio. The Credit Facility contains covenants which require that we comply with certain negative, affirmative and financial covenants customary in facilities of this nature, including but not limited to the maintenance of fixed charge ratios, limitations on acquisitions and minimum net worth requirements. The agreement also has provisions, which would permit acceleration of the maturity of the borrowings after the occurrence of certain defined events of default. During fiscal 2000, we entered into this Credit Facility, which increased the amount of availability from $200 million to $450 million.
(d)	The interim credit facility was entered into with Goldman Sachs Credit Partners L.P. and Wells Fargo Bank Texas, N.A to fund a portion of the AFSA Data Corporation acquisition. Interest on the interim credit facility is payable monthly at LIBOR (1.84% at June 30, 2002) plus a range of 0.850% to 1.875% depending on a defined debt to EBITDA ratio. The interim credit facility contains covenants which require that we comply with certain negative, affirmative and financial covenants customary in facilities of this nature, including but not limited to the maintenance of fixed charge ratios, limitations on acquisitions and minimum net worth requirements. The interim credit facility also has provisions that would permit acceleration of the maturity of the borrowings after the occurrence of certain defined events of default.

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On March 15, 2002, we completed the redemption of our 4% Convertible Subordinated Notes due March 15, 2005 (the “4% Notes”). Holders of all of the outstanding 4% Notes converted their 4% Notes to shares of our Class A common stock in accordance with Article XII of the Indenture dated as of March 20, 1998 between ACS and U.S. Trust Company of Texas, N.A., as trustee prior to the March 15, 2002 redemption date. As the result of such conversions, 10.8 million shares of our Class A common stock were issued to such holders.

In August 2001, we entered into a $550 million 18-month interim credit facility due January 2003 led by Bear, Stearns & Co., Inc. and Wells Fargo Bank Texas, N.A. The proceeds from this debt were used to fund a portion of the IMS acquisition in August 2001. Interest on this interim credit facility was payable monthly at LIBOR (1.84% at June 30, 2002) plus 1.425% in the case of LIBOR borrowings or prime plus 0.425% in the case of base-rate borrowings. The balance of this credit facility was repaid with the proceeds from our October 2001 stock offering (see Note 10).

In June 2002, we entered into a $375 million 18-month interim credit facility due December 2003 with Goldman Sachs Credit Partners, L.P. and Wells Fargo Bank Texas, N.A. to fund a portion of the AFSA acquisition. Interest on this interim credit facility is payable monthly at LIBOR (1.84% at June 30, 2002) plus a range of 0.85% to 1.875% depending on a defined debt to EBITDA ratio. The balance on this credit facility at June 30, 2002 was $375 million.

During the year ended June 30, 2001, $63 thousand of the 4% Notes were redeemed and converted into 2,952 shares of common stock.

Cash payments for interest for the years ended June 30, 2002, 2001, and 2000 were approximately $27.5 million, $19.3 million, and $21.5 million, respectively. Interest income was approximately $2.7 million, $8.7 million, and $3.1 million for the years ended June 30, 2002, 2001, and 2000, respectively.

At June 30, 2002, we have approximately $266 million available for use under the $450 million revolving credit agreement after considering outstanding letters of credit.

In September 2002, we entered into a new three and one-half year $875 million credit facility on terms generally similar to our existing Credit Facility, which was partially used to refinance the AFSA interim facility.

9.     Income Taxes

Income tax expense (benefit) is comprised of the following (in thousands):

					Year ended June 30,
					2002		2001		2000
Current:
		U.S. Federal			$	74,112	$	50,022	$	88,439
		Foreign				2,727		1,689		1,480
		State				8,934		6,131		6,913
			Total current expense			85,773		57,842		96,832
	Deferred:
		U.S. Federal				42,150		27,417		(11,210	)
		Foreign				—		24		151
		State				2,937		1,485		185
				Total deferred expense (benefit)		45,087		28,926		(10,874	)
				Total expense for income taxes	$	130,860	$	86,768	$	85,958

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Deferred tax assets (liabilities) consist of the following (in thousands):

				June 30,
				2002			2001
Deferred tax assets:
	Accrued expenses not yet deductible for tax purposes			$	7,117		$	10,663
	Loss carrybacks				—			6,596
	Loss carryforwards				2,428			1,468
	Divestiture-related accruals				4,356			5,078
	Unearned revenue				4,481			6,352
	Other				873			—
		Subtotal			19,255			30,157
	Deferred tax assets valuation allowance				(105	)		(135	)
			Total deferred tax assets		19,150			30,022
Deferred tax liabilities:
	Depreciation and amortization				(106,666	)		(62,050	)
	Section 481 adjustment				—			(603	)
	Unbilled revenue				(9,301	)		(6,556	)
	Prepaid and receivables				(5,921	)		(5,785	)
	Other				—			(1,678	)
			Total deferred tax liabilities		(121,888	)		(76,672	)
			Net deferred tax liabilities	$	(102,738	)	$	(46,650	)

At June 30, 2002, the Company had available unused domestic net operating loss carryforwards (“NOLs”), net of Internal Revenue Code Section 382 limitations, of approximately $3.0 million which will expire over various periods through 2022. The valuation allowance at June 30, 2002 exists principally due to tax benefits of acquired corporations for which realization of any future benefit is uncertain due to taxable income limitations. The valuation allowance for deferred tax assets decreased by approximately $30 thousand and $564 thousand during the years ended June 30, 2002 and 2001, respectively. The decrease in 2001 was due to the disposition of the stock of a subsidiary. The depreciation and amortization related deferred tax liabilities significantly increased in June 30, 2002 predominantly due to current tax deductions for acquired intangibles and goodwill. Generally, as the adoption of SFAS 142 eliminates the book goodwill amortization, the difference between the cumulative book and tax bases of these intangibles will continue to grow.

Income tax expense varies from the amount computed by applying the statutory federal income tax rate to income before income taxes as follows (in thousands):

	Year ended June 30,
	2002			2001		2000
Statutory U.S. Federal income tax	$	126,160		$	77,371	$	68,345
Goodwill amortization		—			4,305		12,405
State income taxes, net		7,716			4,950		4,614
Capital loss on sale of subsidiary		(2,104	)		—		—
Other		(912	)		142		594
Total expense for income taxes	$	130,860		$	86,768	$	85,958

Cumulative undistributed earnings of non-U.S. subsidiaries for which U.S. taxes have not been provided are included in consolidated retained earnings in the amount of approximately $8.0 million as of June 30, 2002. If such earnings were distributed, U.S. income taxes would be partially reduced by available credits for taxes paid to the jurisdictions in which the income was earned.

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Federal, state and foreign income tax payments, net of refunds, during the years ended June 30, 2002, 2001, and 2000 were approximately $39.5 million, $80.3 million and $36.8 million respectively.

10.     Common Stock

Our Class A common stock trades publicly on the New York Stock Exchange (symbol “ACS”) and is entitled to one vote per share. Our Class B common stock is entitled to ten votes per share. Class B shares are convertible, at the holder’s option, into Class A shares, but until converted carry significant transfer restrictions.

In March 2002, we completed the redemption of our 4% Notes. Holders of all of the outstanding 4% Notes converted their Notes to shares of our Class A common stock in accordance with Article XII of the Indenture dated as of March 20, 1998 between ACS and U.S. Trust Company of Texas, N.A., as trustee prior to the March 15, 2002 redemption date. As the result of such conversions, 10.8 million shares of our Class A common stock were issued to such holders. In fiscal 2001, prior to conversion, $63 thousand of our 4% Notes were converted into 2,952 shares of Class A common stock.

In February 2002, we completed a two-for-one stock split of our outstanding Class A common stock and Class B common stock implemented in the form of a 100% stock dividend (“Stock Split”). Each holder of record of our Class A common stock and Class B common stock as of the close of business on February 15, 2002 received an additional share of such stock held by them at that time. In connection with the Stock Split, the number of shares of Class A common stock reserved for issuance or subject to outstanding options granted under our employee stock option or other benefit plans, as well as the number of shares reserved for issuance under our 4% Convertible Subordinated Notes due March 15, 2005 and 3.5% Convertible Subordinated Notes due February 15, 2006, were proportionately increased in accordance with the terms of such options, plans and other instruments.

On October 10, 2001, we completed our offering of 18.4 million shares of our Class A common stock. The shares were issued at $40.50 per share. Net proceeds of $714.3 million (net of underwriters’ fees and other costs) were used to repay the $550 million 18-month interim credit facility incurred to fund the IMS acquisition and a portion of the amount outstanding under our revolving credit facility.

In February 2001, we completed the sale of a new issue of approximately $317 million aggregate principal amount of our 3.5% Notes due February 15, 2006. The 3.5% Notes are convertible into Class A common stock at a conversion rate of 23.0234 shares for each $1,000 principal amount of the 3.5% Notes (equivalent to a conversion price of $43.44 per share of Class A common stock), subject to adjustments in certain events, none of which have occurred as of June 30, 2002. We used $65 million of the proceeds to pay down our $450 million credit facility. The remaining proceeds were used to fund our fourth quarter fiscal 2001 and first quarter fiscal 2002 acquisitions.

11.     Employee Benefit Plans

Under our 1997 Employee Stock Option Plan (the “1997 Plan”), we have reserved approximately 7.4 million shares of Class A common stock for issuance to key employees at exercise prices determined by the Board of Directors. In May 2000, February 2001 and October 2001, the Board of Directors approved the additional allotment of approximately 1.7 million, 1.6 million, and 4.1 million shares, respectively, to the 1997 Plan in accordance with the terms and conditions of the November 14, 1997 Proxy Statement under which the 1997 Plan was authorized. Options granted under the 1997 Plan to our current employees cannot exceed 12.8% of our issued and outstanding shares. Our 1988 Employee Stock Option Plan (the “1988 Plan”), which originally reserved 12 million shares of Class A common stock for issuance, was discontinued for new grants during fiscal 1998 and terminated (except for the exercise of then existing option grants in September 1997) and subsequently, 3.2 million unissued shares expired. Generally, the options under each plan vest in varying increments over a five-year period, expire ten years from the date of grant and are issued at exercise prices no less than 100% of the fair market value of Class A common stock at the time of the grant. As reported in Note 1, we have elected to adopt the disclosure-only provisions of SFAS 123 and will continue to account for stock-based employee compensation plans in accordance with APB 25. As a result, no compensation cost has been recognized in the periods presented for stock option or employee stock purchase plans.

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Long-term Incentive Plan approved in 1991 (the “1991 Plan”) provides for the granting of options to various employees, officers, and directors of ACS Government Solutions. This plan was discontinued for new grants effective with the December 1997 Government Solutions merger. All options issued under the 1991 Plan were fully vested as of the effective date of the merger. Exercise prices of options awarded in all years were equal to the market price of the stock on the date of the grant; therefore, no compensation costs have been recognized for awards under this plan.

The following table summarizes certain information related to our stock option plans.

					Number of securities
	Number of securities				remaining available for
	to be issued upon				future issuance under
	exercise of		Weighted average		equity compensation plans
	outstanding options,		exercise price of		(excluding securities
	warrants and rights		outstanding options,		reflected in initial column)
Plan Category	as of June 30, 2002		warrants and rights		as of June 30, 2002
Equity compensation plans approved by security shareholders		11,130,500	$	22.88		3,849,686
Equity compensation plans not approved by security shareholders		—		—		—
Total		11,130,500	$	22.88		3,849,686

Pro forma information regarding net income and earnings per share is required by SFAS 123 and has been determined as if we had accounted for our stock-based compensation plans under the fair value method. The fair value of each option grant was estimated at the date of grant using a separate Black-Scholes option pricing calculation for each grant. The following weighted average assumptions were used for grants in fiscal 2002, 2001 and 2000: dividend yield of 0% in all years for the 1997 and 1988 Plans; volatility of 34.94%, 35.84%, and 36.11% for fiscal 2002, 2001, and 2000, respectively, for all Plans; risk-free interest rates of 4.36%, 4.76%, and 6.25% for fiscal 2002, 2001, and 2000, respectively, in the 1997 and 1988 Plans; and weighted average expected option life of 5.5 years for the 1997 and 1988 Plans and 3 years for the 1991 Plan for all years presented. The average fair values of the options granted during fiscal 2002, 2001, and 2000 are estimated at $16.01, $9.93, and $7.58 respectively, for the combined Plans. The fair values have been adjusted to reflect the February 2002 two-for-one stock dividend.

Had compensation cost for our stock-based compensation plans been determined in accordance with SFAS 123, our net income and earnings per share would have been reduced to the pro forma amounts indicated below (in thousands, except per share amounts):

			Year ended June 30,
			2002		2001		2000
Net income:
		As reported	$	229,596	$	134,292	$	109,312
		Pro forma		217,660		125,430		102,027
Basic earnings per common share:
	As reported		$	1.94	$	1.35	$	1.11
	Pro forma			1.83		1.26		1.04
Diluted earnings per common and common equivalent shares:
	As reported		$	1.76	$	1.23	$	1.03
	Pro forma			1.68		1.16		.97

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Option activity for the years ended June 30, 2002, 2001, and 2000 is summarized as follows:

					Weighted Average
		Options			Option Price
Outstanding at June 30, 1999			10,513,750		$	12.09
	Granted		2,365,924			16.96
	Exercised		(664,920	)		4.79
	Canceled		(1,003,414	)		14.89
Outstanding at June 30, 2000			11,211,340			13.31
	Granted		2,648,000			23.85
	Exercised		(2,388,016	)		7.46
	Canceled		(759,234	)		18.18
Outstanding at June 30, 2001			10,712,090			16.87
	Granted		2,543,000			39.82
	Exercised		(1,679,390	)		10.66
	Canceled		(445,200	)		21.11
Outstanding at June 30, 2002			11,130,500			22.88
Exercisable at June 30, 2002			633,100		$	8.16

Further information regarding outstanding and exercisable stock options by exercise price range as of June 30, 2002 is disclosed below:

		Options Outstanding						Options Exercisable
				Weighted
				Average		Weighted				Weighted
				Remaining		Average				Average
Range of		Number		Contractual		Exercise		Number		Exercise
Exercise Prices		Outstanding		Life		Price		Exercisable		Price
$  4.00 - 8.44			447,100		3.25	$	7.16		447,100	$	7.16
	10.31 - 18.38		4,725,400		6.70		14.65		186,000		17.28
	19.25 - 35.48		3,802,000		7.71		24.93		—		—
	38.66 - 50.23		2,156,000		9.32		40.55		—		—
			11,130,500		7.41		22.88		633,100	$	8.16

Under our 1995 Employee Stock Purchase Plan, a maximum of 2 million shares of Class A common stock can be issued to substantially all full-time employees. Through payroll deductions, eligible participants may purchase our stock at a 15% discount to market value. The stock is purchased by the Plan in the open market, and our contributions for the years ended June 30, 2002, 2001, and 2000 which were charged to additional paid-in capital, were approximately $1.4 million, $1.3 million, and $1.4 million, respectively.

We have contributory retirement and savings plans, which cover all employees and allow for discretionary matching contributions by us as determined by our Board of Directors. Contributions made by us to certain plans during the years ended June 30, 2002, 2001, and 2000 were approximately $22.6 million, $10.5 million, and $10.0 million, respectively.

12.     Earnings Per Share

Basic earnings per share of common stock is computed using the weighted average number of our common shares outstanding during the period. Diluted earnings per share is adjusted for the after-tax impact of interest on the 3.5% Notes and the 4% Notes and reflects the incremental shares available for issue upon the assumed exercise of stock

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

options and conversion of the 3.5% Notes and the 4% Notes. All shares are presented after giving effect to the two-for-one stock split paid on February 22, 2002 (see Note 10).

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

				Year ended June 30,
				2002		2001		2000
Numerator:
	Numerator for earnings per share (basic) - income available to common stockholders			$	229,596	$	134,292	$	109,312
	Effect of dilutive securities:
			Interest on convertible debt		12,610		9,036		6,155
Numerator for earnings per share assuming dilution- Income available to common stockholders				$	242,206	$	143,328	$	115,467
Denominator:
	Weighted average shares outstanding (basic)				118,646		99,758		98,487
	Effect of dilutive securities:
		Convertible debt			14,851		13,354		10,784
		Stock options			3,967		3,344		2,342
		Total potential common shares			18,818		16,698		13,126
Denominator for earnings per share assuming dilution					137,464		116,456		111,613
Earnings per common share (basic)				$	1.94	$	1.35	$	1.11
Earnings per common share assuming dilution				$	1.76	$	1.23	$	1.03

Options to purchase approximately 1.4 million shares of common stock were outstanding during fiscal year 2000 but were not included in the computation of diluted earnings per share because the options’ exercise price was greater than the average market price during the period. There were no antidilutive shares in fiscal years 2002 or 2001.

13.     Financial Instruments

As of June 30, 2002 and 2001, the fair values of our revolving credit balances and other variable-rate debt instruments approximated the related carrying values. The fair values of our fixed-rate debt instruments also approximated the related carrying values, as determined based upon relative changes in our variable borrowing rates, whether the borrowings occurred recently or if the borrowings were repaid after the fiscal year ended. As of June 30, 2002, we estimated the fair value of our 3.5% Notes at approximately $406 million, based on the trading price on that day.

In June 1998, Statement of Financial Accounting Standards No. 133, “Accounting for Derivatives and Hedging Activities” (“SFAS 133”) was issued. The statement requires us to record all derivatives on the balance sheet at fair value. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivatives are either recognized in earnings or are recognized in other comprehensive income until the hedged item is recognized in earnings. We adopted SFAS 133 effective July 1, 2000.

In order to manage interest costs and exposure to changing interest rates related to our $450 million revolving line of credit, we held two interest rate hedges initiated in December 1998. Each hedge was designated a cash flow hedge and was structured such that we paid a fixed rate of interest of 4.54% on amounts owed under the revolving line of credit up to the notional amount, and received a floating rate of interest based on one month LIBOR. The notional amount of the two hedges totaled $100 million, and expired in December 2001. Changes in the fair value of the interest rate hedges, net of tax effect, is reflected in accumulated other comprehensive income as of June 30, 2001.

We held a single investment in a marketable security during fiscal year 2002. To protect ourselves from the volatility of the value of this marketable security investment, we entered into a no-cost collar agreement in June 2001, which

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

matured in June 2002. The collar, a fair value hedge, was structured so that all fluctuations in the price of the marketable security above or below 100% or 102.5% of its value on the date the collar was entered into were hedged. This marketable security investment was liquidated in June 2002, and the related collar was terminated.

14.     Related Party Transactions

Effective April 1996, we sold ACS Merchant Services, Inc. (“Merchant Services”), a start-up operation of the electronic commerce business line, to a former officer and director for consideration in the form of a note receivable of $0.5 million. There was no gain or loss recognized on the sale. Simultaneous with the sale, we contributed an additional $1.5 million and the unpaid balance of an intercompany note due from Merchant Services of approximately $0.7 million in exchange for 1,000 shares of Merchant Services’ 5% cumulative convertible preferred stock, which was convertible after five years into approximately 55% of the ownership of Merchant Services on a fully diluted basis, with 44% of the voting common stock and 100% of the non-voting common stock. During fiscal year 2000, we provided guarantees to two banks on Merchant Services’ debt up to $9.0 million. In July 2000, we completed the sale of our convertible preferred stock investment in Merchant Services for $15.0 million, resulting in a non-operating pretax gain of approximately $12.8 million.

As of June 30, 2002, we held a minority preferred stock interest in DDH Aviation, Inc., a corporate airplane brokerage company organized in 1997 (“DDH”). Our Chairman owns a majority voting interest in DDH and two of our officers, our President and our General Counsel, along with our Chairman were directors of DDH. DDH has a $48 million line of credit with Citicorp USA, Inc., for which we and our Chairman, in exchange for warrants to acquire additional voting stock, acted as guarantors. In addition, we obtained access to corporate aircraft at favorable rates in consideration of our guaranty. ACS guaranteed up to $11.5 million of the line of credit and our Chairman guaranteed up to $17.5 million of the line of credit.

Subsequent to June 30, 2002, our Chairman assumed in full ACS’ guaranty obligations to Citicorp and our guaranty to Citicorp was released in full at no cost to us. Our minority preferred stock interest and warrants (with a recorded value of $100 thousand at June 30, 2002) in DDH were cancelled. We have no further contingent liability related to DDH debt and no ownership interest in DDH. Our officers, other than the Chairman, are no longer directors of DDH.

In August 2001 we purchased a Challenger 600 aircraft from DDH for a purchase price of $8.5 million, which included interior and exterior refurbishment of the aircraft. As of June 30, 2002, the purchase price for the aircraft was paid in full and refurbishment was near completion, and subsequent to June 30, 2002, this aircraft was delivered to us. During fiscal year 2002, we paid DDH approximately $1.0 million for chartered aircraft flights at favorable rates. In July 2002, we purchased $1.0 million in prepaid charter flights at favorable rates from DDH.

15.     Commitments and Contingencies

We have various operating lease agreements for information technology equipment and facilities. A summary of the lease commitments under noncancelable operating leases at June 30, 2002 is as follows (in thousands):

Year ending June 30,
2003	$	74,630
2004		55,365
2005		42,236
2006		33,375
2007		23,358
Thereafter		57,717
	$	286,681

Lease expense for information technology equipment and facilities was approximately $117.6 million, $81.2 million, and $80.8 million for the years ended June 30, 2002, 2001 and 2000, respectively.

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AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On December 16, 1998, a state district court in Houston, Texas entered final judgment against us in a lawsuit brought by 21 former employees of Gibraltar Savings Association and/or First Texas Savings Association (collectively, “GSA/FTSA”). The GSA/FTSA employees alleged that they were entitled to the value of 803,082 shares of our stock (adjusted for February 2002 stock split) pursuant to options issued to the GSA/FTSA employees in 1988 in connection with a former technology outsourcing services agreement between GSA/FTSA and us. The judgment against us was for approximately $17 million, which includes attorneys’ fees and pre-judgment interest, but excludes additional attorneys’ fees of approximately $0.9 million and post-judgment interest at the statutorily mandated rate of 10% per annum, which could be awarded in the event the plaintiffs are successful upon appeal and final judgment. The judgment was appealed by the plaintiffs and us.

On August 29, 2002, the Fourteenth Court of Appeals, Houston, Texas, reversed the trial court’s judgment and remanded the case to the trial court for further proceedings. However, the court of appeals affirmed the trial court judgment in part as to one of the plaintiffs. The court of appeals also held that the trial court did not err in dismissing certain of our affirmative defenses at a pretrial conference. We intend to file a motion for rehearing with the court of appeals in September 2002, and, if necessary, to file an appeal with the Texas Supreme Court. We expect the plaintiffs to file such motions and appeals as well. We continue to believe that we have a meritorious defense to all or a substantial portion of the plaintiffs’ claims, and accordingly, have not accrued any amount on our balance sheet related to the lawsuit. We would be subject to a material charge if the Texas Supreme Court upon appeal were to reverse the decision of the court of appeals and affirm the trial court judgment.

Government contracts are subject to review and audit by various governmental authorities in the normal course of our business. Cost audits have been completed through fiscal 1999 for a majority of the federal government business operations. In management’s opinion, any such reviews and the results of cost audits for subsequent fiscal years will not have a material effect on our financial position or results of operations.

We are subject to certain other legal proceedings, claims and disputes that arise in the ordinary course of business. Although we cannot predict the outcomes of these legal proceedings, management does not believe these actions will have a material adverse effect on our financial position, results of operations or liquidity. However, if unfavorably resolved, these proceedings could have a material adverse effect on our financial position, results of operations and liquidity.

16.     Impairment, Merger Expenses, and Other Charges

During the third quarter of fiscal 2002, we recorded a $7.4 million loss ($4.7 million, net of tax) in other non-operating expense associated with a write-down of a cost basis investment to its estimated realizable value. In the second quarter of fiscal 2002, we recorded a $1.0 million loss on a long-term investment we received in the December 1998 acquisition of BRC Holdings, Inc.

Included in tax expense in the third quarter of fiscal 2002 is a one-time tax benefit of approximately $4.3 million resulting primarily from recently enacted federal income tax rules that provide for a larger tax deduction associated with our June 2000 divestitures and deferred tax adjustments to reflect realization of tax deductions for which their probability is no longer uncertain.

During the first quarter of fiscal 2001, we recorded a $12.8 million gain in other non-operating income related to the sale of a non-strategic minority investment in ACS Merchant Services, Inc. (see Note 14). Also, during the quarter, we recorded a $10.4 million charge in connection with the termination of certain hardware leases and disaster recovery contracts (reflected in rent, lease and maintenance expense) and a $2.1 million charge for non-recurring litigation and the writedown of property held-for-sale (reflected in other operating expenses).

During the fourth quarter of fiscal 2000 and as a result of our periodic review of the net realizable value of intangible assets, we recorded a pretax impairment charge of approximately $8.3 million for certain intangible assets, primarily customer relationships. The impairment charge was calculated based on discounted net cash flows.

49

AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

During the fourth quarter of fiscal 2000, we recorded a pretax charge of approximately $15.4 million for estimated losses on contracts, a non-recurring charge related to a contractual dispute with a client, non-recurring litigation, and severance. These losses were recorded in the following income statement categories: Wages and benefits – approximately $5.0 million; services and supplies – approximately $3.0 million; rent, lease and maintenance – approximately $0.1 million; depreciation and amortization – approximately $0.3 million; and other operating expenses – approximately $7.1 million.

In the third quarter of fiscal 2000, we recorded a $1.8 million net gain related to the divestiture of a minority investment, which was recorded in other non-operating income.

In the second quarter of fiscal 2000, we recorded a $3.0 million pretax charge in connection with the consolidation of certain business process outsourcing operations. These expenses include approximately $2.6 million related to duplicate software and production facilities (reflected in rent, lease and maintenance expense), $0.2 million of unamortized leasehold improvements and write-offs of excess equipment (reflected in depreciation and amortization expense) and $0.2 million for severance payments for reductions in staff (reflected in wages and benefits expense).

17.     Divestitures, Assets Held for Sale, and Associated Impairments

During the first quarter of fiscal 2001, we received proceeds of $15.0 million and recorded a $12.8 million gain in other non-operating income related to the sale of a non-strategic minority investment in ACS Merchant Services, Inc.

In May 2000, we completed and executed a plan to divest certain non-strategic operations in order to focus on our core information technology outsourcing and business process outsourcing operations. When completed, this plan resulted in divestitures comprising approximately 15% of fiscal year 2000 revenues.

In June 2000, we completed the sale of business units consisting primarily of our ATM processing business and two other smaller professional services businesses. The total cash proceeds from these transactions were approximately $180.6 million and resulted in a net pretax gain of approximately $85.8 million. The proceeds from these transactions were fully collected during July and August 2000. We also signed a letter of intent to sell our commercial staffing business for cash proceeds of approximately $46 million and initiated plans to sell two other business units with expected cash consideration of approximately $1.3 million. In connection with the sale of our commercial staffing business, we recorded an approximately $43.9 million pretax impairment charge for goodwill. In addition, we recorded an approximately $4.4 million pretax impairment charge for software and other intangibles associated with the other pending divestitures. As these divestitures were not final at June 30, 2000, we reclassified the net assets into the balance sheet caption “Net Assets Held for Sale”. The assets of these businesses were recorded at the expected proceeds less costs associated with the transactions. The sale of the commercial staffing business and two other business units were completed in the first quarter of fiscal year 2001.

18.     Comprehensive Income

Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (“SFAS 130”), establishes standards for reporting and display of comprehensive income and its components in financial statements. The objective of SFAS 130 is to report a measure of all changes in equity of an enterprise that result from transactions and other economic events of the period other than transactions with owners. Comprehensive income is the total of net income and all other non-owner changes within a company’s equity.

In order to manage interest costs and exposure to changing interest rates, we held two interest rate hedges, designated as cash flow hedges, initiated in December 1998 and expired in December 2001. Each hedge was structured such that we paid a fixed rate of interest of 4.54%, and received a floating rate of interest based on one month LIBOR. The notional amount of the two hedges totaled $100 million, and the fair market value of the two hedges at June 30, 2002 and 2001 is approximately $0 and ($0.4 million), respectively. The fair value of each interest rate hedge reflects termination cash value. As of June 30, 2001, the fair value of the interest rate hedges, net of tax benefit, is reflected in accumulated other comprehensive income.

50

AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

We entered into a no-cost collar agreement in relation to our investment in a marketable security in June 2001, which was terminated in June 2002. The collar, a fair value hedge, was structured so that all fluctuations in the price of the marketable security above or below 100% or 102.5% of its value on the date the collar was entered into were hedged. We liquidated our investment in a marketable security as of June 30, 2002, and the related collar was terminated. As of June 30, 2002 and 2001, the collar had a fair market value of approximately $0 and $27 thousand, respectively, and is recorded in other current assets.

Our marketable security investment, which had a fair market value of approximately $1.3 million as of June 30, 2001, was sold in June 2002. Unrealized gains of approximately $84 thousand as of June 30, 2001 are recorded as a component of accumulated other comprehensive income. We recorded a $52 thousand gain on the sale in June 2002.

The components of comprehensive income are as follows (in thousands):

	Year ended June 30,
	2002			2001			2000
Net income	$	229,596		$	134,292		$	109,312
Change in fair value of derivatives (net of ($139) and $139 tax, respectively)		216			(216	)		—
Unrealized gain on marketable security		(84	)		84			—
Comprehensive income	$	229,728		$	134,160		$	109,312

19.     Segment Information

We are organized into commercial, state and local government, and the federal government segments due to the different operating environments of each segment, caused by different types of customers, differing economic characteristics, and the nature of regulatory environments. Within the commercial segment, we provide technology outsourcing, business process outsourcing, and systems integration services to clients in such industries as insurance, utilities, manufacturing, financial institutions, telecommunications, healthcare, retail, and transportation. In the state and local government segment, we are a business process outsourcing provider to state and local governments. In the federal government segment, we provide systems integration services, business process outsourcing, and technology outsourcing to federal agencies.

The segments presented in fiscal year 2002 differ and are expanded from the segments previously presented. In fiscal year 2001 and prior, we reported our results of operations in two segments: commercial and federal government. The commercial segment included our state and local government customers. In fiscal year 2002, the acquisition of IMS and the growth in our state and local government business necessitated the review of whether our former segments met the reporting criteria under Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS 131”). We determined that our state and local government operations met the definition of a segment in accordance with SFAS 131. Prior period reporting has been restated to conform to the new segment reporting.

The accounting policies of each segment are the same as those described in the summary of significant accounting policies (see Note 1). Intersegment sales and transfers are priced as if the sales or transfers were to third parties. However, these amounts during the three years presented were immaterial to the individual segments.

We use earnings before interest and taxes (operating income) to measure segment profit. Segment operating income includes selling, general and administrative expenses directly attributable to that segment. Corporate includes general and administrative services shared by all of our segments such as treasury, legal, corporate accounting, human resources, and facilities. Where practical, shared expenses are allocated based on measurable drivers of expense (e.g., human resource costs are allocated based on headcount).

Certain reclassifications have been made to the segment disclosures as the result of changes to our operating structure. Prior years’ results have been restated for comparison purposes.

51

AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following tables reflect the results of the segments consistent with our management system (in thousands):

			State and Local		Federal
	Commercial		Government		Government		Corporate			Consolidated
Fiscal 2002
Revenues	$	1,008,766	$	1,242,817	$	811,335	$	—		$	3,062,918
Operating expenses		807,923		987,341		727,783		28,753			2,551,800
EBITDA(c)		200,843		255,476		83,552		(28,753	)		511,118
Depreciation and amortization expense (excluding goodwill amortization)		57,307		33,170		17,894		2,115			110,486
Goodwill amortization expense		—		—		—		—			—
Operating income	$	143,536	$	222,306	$	65,658	$	(30,868	)	$	400,632
Total assets	$	1,250,139	$	1,640,182	$	424,976	$	88,270		$	3,403,567
Capital expenditures	$	44,152	$	61,005	$	28,380	$	10,869		$	144,406
Fiscal 2001
Revenues	$	964,694	$	351,199	$	747,666	$	—		$	2,063,559
Operating expenses(a)		780,182		268,935		676,728		20,371			1,746,216
EBITDA(c)		184,512		82,264		70,938		(20,371	)		317,343
Depreciation and amortization expense (excluding goodwill amortization)		45,587		10,067		11,795		1,700			69,149
Goodwill amortization expense		9,983		9,767		4,718		—			24,468
Operating income	$	128,942	$	62,430	$	54,425	$	(22,071	)	$	223,726
Total assets	$	666,726	$	504,325	$	392,391	$	328,245		$	1,891,687
Capital expenditures	$	55,392	$	24,160	$	15,268	$	4,250		$	99,070
Fiscal 2000
Revenues	$	1,104,758	$	239,913	$	617,871	$	—		$	1,962,542
Operating expenses (excluding impairment charges)(a)		929,596		184,182		568,252		15,781			1,697,811
Impairment charges(b)		56,571		—		—		—			56,571
EBITDA(c)		118,591		55,731		49,619		(15,781	)		208,160
Depreciation and amortization expense (excluding goodwill amortization)		47,278		5,444		9,342		1,115			63,179
Goodwill amortization expense		11,808		7,227		2,538		—			21,573
Operating income	$	59,505	$	43,060	$	37,739	$	(16,896	)	$	123,408
Total assets	$	905,168	$	316,037	$	357,836	$	77,405		$	1,656,446
Capital expenditures	$	57,809	$	5,295	$	6,778	$	1,666		$	71,548

(a)	Operating expenses during fiscal 2001 include a $10.4 million charge in connection with the termination of certain hardware leases and disaster recovery contracts and a $2.1 million charge for non-recurring litigation costs and the writedown of property held-for-sale. Operating expenses during fiscal year 2000 include a $15.4 million charge ($7.1 million relates to the federal government segment), associated with loss contracts, a non-recurring charge related to a contractual dispute with a client, non-recurring litigation, and severance (see Note 16). Operating expenses during fiscal year 2000 in the commercial segment also include a $3.0 million charge in connection with the consolidation of certain business process outsourcing operations (see Note 16).
(b)	Impairment charges of $48.3 million during fiscal year 2000 result from the writedown of goodwill and other intangibles to estimated market value associated with divestitures not completed at June 30, 2000 (see Note 17). In addition, certain other intangibles, primarily customer relationships, were written down based on discounted net cash flows in the amount of $8.3 million (see Note 17).
(c)	EBITDA consists of earnings before interest income, interest expense, other non-operating income and expense, income taxes, depreciation, and amortization. EBITDA is not a measure of financial performance under generally accepted accounting principles and should not be considered in isolation or as an alternative to net income as an indicator of a company’s performance or to cash flows from operating activities as a measure of liquidity. Our measure of EBITDA may not be comparable to similarly titled measures of other companies.

52

AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following reconciles consolidated operating income to pretax profit (in thousands):

	Year ended June 30,
	2002			2001			2000
Consolidated operating income	$	400,632		$	223,726		$	123,408
Interest expense		(30,619	)		(23,742	)		(23,979	)
Net gain on divestitures		—			—			85,846
Other non-operating income (expense), net		(9,557	)		21,076			9,995
Consolidated pretax profit	$	360,456		$	221,060		$	195,270

Over 99% of our consolidated revenues are derived from domestic clients. In fiscal years ended 2002, 2001, and 2000, no single customer exceeded 10% of our revenues.

20.     Quarterly Results of Operations (unaudited)

     (in thousands, except per share amounts)

	Quarter ended
	Fiscal 2002								Fiscal 2001
	June 30,		Mar. 31,		Dec. 31,		Sept. 30,		June 30,		Mar. 31,		Dec. 31,		Sept. 30,
	2002		2002		2001		2001		2001		2001		2000		2000
Revenues	$	856,785	$	800,687	$	750,427	$	655,019	$	550,477	$	533,574	$	500,882	$	478,626
Operating income		116,328		105,341		97,421		81,542		63,059		61,767		56,727		42,173	(a)
Net income		68,093		62,030		55,560		43,913		36,552		35,193		31,992		30,555	(a)
Earnings per common share (basic)	$	.52	$	.51	$	.47	$	.43	$	.36	$	.35	$	.32	$	.31
Weighted average shares outstanding		131,871		122,795		118,572		101,580		100,614		99,928		99,622		98,876
Earnings per common share assuming dilution	$	.49	$	.46	$	.42	$	.39	$	.33	$	.32	$	.29	$	.29
Weighted average shares outstanding assuming dilution		143,215		142,776		140,692		123,344		122,378		117,346		113,762		112,414

(a) The first quarter of fiscal 2001 includes a $12.8 million gain in other non-operating income related to the sale of a non-strategic minority investment in ACS Merchant Services, Inc. Also during the quarter, we recorded a $10.4 million charge in connection with the termination of certain hardware leases and disaster recovery contracts and a $2.1 million charge for non-recurring litigation costs and the writedown of property held-for-sale.

53

Report of Independent Accountants on
Financial Statement Schedule

To the Board of Directors and Stockholders of
Affiliated Computer Services, Inc.:

Our audits of the consolidated financial statements referred to in our report dated July 30, 2002 appearing in this Annual Report on Form 10-K also included an audit of the financial statement schedule listed in Item 15(b) of this Annual Report on Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PRICEWATERHOUSECOOPERS LLP

Dallas, Texas
July 30, 2002

54

Affiliated Computer Services, Inc.
Schedule II – Valuation and Qualifying Accounts
For the Years Ended June 30, 2002, 2001 and 2000
(in thousands)

			Balance				Balances of						Balance
			at Beginning		Charged to Costs		Divested						at End
Description			of Period		And Expenses		Businesses(1)			Deductions			of Period
Year ended June 30, 2002
	Deducted from asset accounts:
	Accounts receivable		$	5,620	$	3,283	$	—		$	(1,947	)(2)	$	6,956
	Property and equipment, software			216,810		88,332		—			(22,291	)(3)		282,851
	Other intangible assets			39,395		22,097		—			(6,170	)		55,322
		Total	$	261,825	$	113,712	$	—		$	(30,408	)	$	345,129
Year ended June 30, 2001
	Deducted from asset accounts:
	Accounts receivable		$	4,646	$	2,062	$	—		$	(1,088	)(2)	$	5,620
	Property and equipment, software			165,558		56,628		—			(5,376	)(3)		216,810
	Goodwill			51,771		24,468		—			(412	)(3)		75,827
	Other intangible assets			28,568		12,521		—			(1,694	)(3)		39,395
		Total	$	250,543	$	95,679	$	—		$	(8,570	)	$	337,652
Year ended June 30, 2000
	Deducted from asset accounts:
	Accounts receivable		$	4,633	$	7,295	$	(794	)	$	(6,488	)(2)	$	4,646
	Property and equipment, software			139,000		49,975		(14,523	)		(8,894	)(3)		165,558
	Goodwill			41,779		21,573		(11,581	)		—	(3)		51,771
	Other intangible assets			25,006		13,204		(2,351	)		(7,291	)(3)		28,568
		Total	$	210,418	$	92,047	$	(29,249	)	$	(22,673	)	$	250,543

(1)	Allowances associated with divested and held-for-sale business units at June 30, 2000.
(2)	Uncollectible accounts written off, net of recoveries and allowances of acquired businesses.
(3)	Retirements.

55

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

PART III

Pursuant to Instruction G(3) to Form 10-K, the information required in Items 10 through 13 is incorporated by reference from our definitive proxy statement, which is incorporated herein by reference.

PART IV

Item 15. Exhibits, Financial Statements, Financial Schedules and Reports on Form 8-K

(a)	Financial Statements and Financial Schedules
	The following consolidated financial statements of Affiliated Computer Services, Inc. and Subsidiaries are included in Part II, Item 8:

Report of Independent Accountants

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

(b) The following financial schedule of Affiliated Computer Services, Inc. and Subsidiaries is included in Part II, Item 8:

Schedule II – Valuation and Qualifying Accounts

(c) Reports on Form 8-K

On May 16, 2002, ACS filed a Current Report on Form 8-K announcing the signing of a definitive agreement to acquire the stock of AFSA Data Corporation.

On June 10, 2002, ACS filed a Current Report on Form 8-K announcing the acquisition of AFSA Data Corporation.

(d) Exhibits

Reference is made to the Index to Exhibits beginning on page 60 for a list of all exhibits filed as part of this report.

56

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, we have duly caused this Report to be signed on our behalf by the undersigned thereunto duly authorized representative.

	Affiliated Computer Services, Inc.
Date: September 18, 2002
	By:	/s/ Warren D. Edwards
		Warren D. Edwards Executive Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 18th day of September 2002.

Signature	Title
/s/ Darwin Deason (Darwin Deason)	Director, Chairman of the Board
/s/ Jeffrey A. Rich (Jeffrey A. Rich)	Director and Chief Executive Officer
/s/ Mark A. King (Mark A. King)	Director, President and Chief Operating Officer
/s/ Warren D. Edwards (Warren D. Edwards)	Executive Vice President and Chief Financial Officer
/s/ Henry G. Hortenstine (Henry G. Hortenstine)	Director, Executive Vice President
/s/ William L. Deckelman, Jr. (William L. Deckelman, Jr.)	Director, Executive Vice President, Corporate Secretary and General Counsel
/s/ Peter A. Bracken (Peter A. Bracken)	Director
/s/ Joseph P. O’Neill (Joseph P. O’Neill)	Director
/s/ Frank A. Rossi (Frank A. Rossi)	Director
/s/ Clifford M. Kendall (Clifford M. Kendall)	Director

57

Certification
pursuant to and in connection with the
Annual Reports on Form 10-K
to be filed under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended

     I, Jeffrey A. Rich, Chief Executive Officer of Affiliated Computer Services, Inc. (the “Registrant”), certify that:

1.	I have reviewed this annual report on Form 10-K of the Registrant for the fiscal year ending June 30, 2002;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report.

Date: September 18, 2002 /s/ Jeffrey A. Rich
Jeffrey A. Rich,
Chief Executive Officer of Affiliated Computer
Services, Inc.

Note: The above certificate is for an annual report for the period ending prior to August 29, 2002. Pursuant to and in accordance with the transition rules promulgated by the Securities and Exchange Commission, paragraphs 4, 5 and 6 of the form of certification required under Sections 13 and 15(d) of the Securities and Exchange Act of 1934, as amended, have been excluded from the above certificate.

58

Certification
pursuant to and in connection with the
Annual Reports on Form 10-K
to be filed under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended

     I, Warren D. Edwards, Executive Vice President and Chief Financial Officer of Affiliated Computer Services, Inc. (the “Registrant”), certify that:

1.	I have reviewed this annual report on Form 10-K of the Registrant for the fiscal year ending June 30, 2002;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report.

Date: September 18, 2002 /s/ Warren D. Edwards
Warren D. Edwards,
Executive Vice President and Chief Financial
Officer of Affiliated Computer Services, Inc.

Note: The above certificate is for an annual report for the period ending prior to August 29, 2002. Pursuant to and in accordance with the transition rules promulgated by the Securities and Exchange Commission, paragraphs 4, 5 and 6 of the form of certification required under Sections 13 and 15(d) of the Securities and Exchange Act of 1934, as amended, have been excluded from the above certificate.

59

INDEX TO EXHIBITS

Exhibit
Number	Exhibit Name
2.1	Agreement and Plan of Merger, dated as of September 20, 1997, by and among the Company, ACS Acquisition Corp. and Computer Data Systems, Inc., filed as Exhibit 2.1 to the Company’s Form S-4 (Registration No. 333-40351) (“Form S-4”) and incorporated herein by reference.
3.1	Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-3 dated March 30, 2001 (Registration No. 333-58038) (“Form S-3”) and incorporated herein by reference.
3.2	Bylaws of the Company, as amended and in effect on May 3, 2000, filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2000 and incorporated herein by reference.
4.1	Form of New Class A Common Stock Certificate, filed as Exhibit 4.3 to the Company’s Form S-1 (Registration No. 333-79394) (“Form S-1”) and incorporated herein by reference.
4.2	Rights Agreement, dated April 2, 1999, between the Company and First City Transfer Company, as Rights Agent, filed as Exhibit 4.1 to the Company’s Report on Form 8-K dated May 19, 1999 and incorporated herein by reference.
4.3	Indenture, dated as of March 20, 1998, between Affiliated Computer Services, Inc., as issuer and U.S. Trust Company of Texas, N.A. as trustee, filed as Exhibit 4.1 to the Company’s Report on Form 8-K dated March 20, 1998 and incorporated herein by reference.
4.4	Registration Rights Agreement, dated as of March 17, 1998, between Affiliated Computer Services, Inc. and Goldman, Sachs & Co., Bear, Stearns & Co. Inc., Smith Barney Inc., Hambrecht & Quist LLC, Donaldson, Lufkin & Jenrette Securities Corporation and Prudential Securities Incorporated, filed as Exhibit 4.2 to the Company’s Report on Form 8-K dated March 20, 1998 and incorporated herein by reference.
4.5	Indenture dated as of February 21, 2001, by and between the Company, as Issuer, and U.S. Trust Company of Texas, N.A., as Trustee, relating to the Company’s 3.5% Convertible Subordinated Notes due February 15, 2006, filed as Exhibit 4.1 to the Company’s Form S-3 and incorporated herein by reference.
4.6	Registration Rights Agreement, dated February 21,2001, by and between the Company and Goldman, Sachs & Co., as representative of the several purchasers named therein relating to the Company’s 3.5% Convertible Subordinated Notes due February 15, 2006, filed as Exhibit 4.4 to the Company’s Form S-3 and incorporated herein by reference.
4.7	Specimen Note for the Company’s 3.5% Convertible Subordinated Notes due February 15, 2006, filed as Exhibit 4.2 to the Company’s Form S-3 and incorporated herein by reference.
4.8	Amendment No. 1 to First Amended and Restated Rights Agreement dated as of February 5, 2002, by and between the Company and First City Transfer Company, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 6, 2002 and incorporated herein by reference.
10.1	Amended Stock Option Plan of the Company, filed as Exhibit 10.1 to the Company’s Form S-1 and incorporated herein by reference.
10.2	1997 Stock Incentive Plan of the Company, filed as Appendix to the Company’s Joint Proxy Statement / Prospectus filed as Form 14A dated November 14, 1997 and incorporated herein by reference.

60

Exhibit
Number	Exhibit Name
10.3	Reciprocal Services Agreement, dated June 30, 1994, between the Company and Precept, filed as Exhibit 10.15 to the Company’s Form S-1 and incorporated herein by reference.
10.4	Mutual Indemnification Agreement, dated June 30, 1994, between the Company and Precept, filed as Exhibit 10.18 to the Company’s Form S-1 and incorporated herein by reference.
10.5	Stockholders Tax Indemnification Agreement, dated June 30, 1994, between the Company and the Stockholders named therein, filed as Exhibit 10.19 to the Company’s Form S-1 and incorporated herein by reference.
10.6	Form of Directors Indemnification Agreement, filed as Exhibit 10.20 to the Company’s Form S-1 and incorporated herein by reference.
10.7	Credit Agreement dated December 15, 1995 the Company, Bank One, Texas, N.A., as Documentation Agent and Co-Agent, First Interstate Bank of Texas N.A., as Administrative Agent and Co-Agent and Certain Lenders filed as Exhibit 10.1 to the Company’s Third Quarter Report on Form 10-Q for the quarter ended March 31, 1996 and incorporated herein by reference.
10.8	Restated Credit Agreement dated June 20, 1996 between the Company, Borrower, Wells Fargo Bank (Texas), N.A., Agent, Bank One, Texas, N.A., Co-Agent, and Certain Lenders for $160 million Revolving Facility filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended June 30, 1996 and incorporated herein by reference.
10.9	First Amendment to Restated Credit Agreement dated July 29, 1997 the Company, Wells Fargo Bank (Texas) N.A., Agent; Bank One, Texas, N.A., Co-Agent; and Certain Lenders for $200 million Revolving Facility filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended June 30, 1997 and incorporated herein by reference.
10.10	Second Amendment to Restated Credit Agreement dated March 20, 1998 between the Company, Wells Fargo Bank (Texas) N.A., Agent; Bank One, Texas, N.A., Co-Agent; and Certain Lenders for $200 million Revolving Credit Facility filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended June 30, 1999 and incorporated herein by reference.
10.11	Third Amendment to Restated Credit Agreement dated September 24, 1999 between the Company; Wells Fargo Bank (Texas), N.A., Agent; Bank One, Texas, N.A., Co-Agent; and certain Lenders for $200 million Revolving Credit Facility filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2000 and incorporated herein by reference.
10.12	Credit Agreement dated September 27, 1999 between the Company; Wells Fargo Bank (Texas), N.A., Agent and Arranger; and certain Lenders for $50 million Revolving Credit Facility filed as Exhibit 10.12 to the company’s Annual Report on Form 10-K for the year ended June 30, 2000 and incorporated herein by reference.
10.13	First Amendment to Credit Agreement dated February 24, 2000 between the Company; Wells Fargo Bank (Texas), N.A., Agent and Arranger; and certain lenders for $50 million Revolving Credit Facility filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended June 30,2000 and incorporated herein by reference.
10.14	Credit Agreement dated May 12, 2000 between the Company; Wells Fargo Bank Texas, National Association, Administrative Agent and Co-Lead Arranging Agent; Bank One, N.A., Syndication Agent and Co-Lead Arranging Agent; SunTrust Bank, Documentation Agent: The Bank of Tokyo-Mitsubishi, Ltd., Co-Agent; and certain Lenders and certain Subsidiary Guarantors for $450 million Revolving Credit Facility filed as Exhibit 10.14 to the Company’s Annual Report on form 10-K for the year ended June 30, 2000 and incorporated herein by reference.

61

Exhibit
Number	Exhibit Name
10.15	Form of Severance Agreement by and between the Company and Certain Executive Officers of the Company filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended June 30, 1997 and incorporated herein by reference.
10.16	U.S. Department of Education Contract No. PM94017001 (portions of which are subject to an Order for Confidential Treatment pursuant to Rule 24b-2) included as an exhibit to the Form 10-Q/A filed August 24, 1994 by ACS Government Solutions, Inc. (formerly known as Computer Data Systems, Inc.) and incorporated herein by reference.
10.17	Supplemental Executive Retirement Agreement by and between the Company and the Company’s Chairman of the Board filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended June 30, 1999 and incorporated herein by reference.
10.18	Employment Agreement by and between the Company and the Company’s Chairman of the Board filed as Exhibit 10.(iii)(A) to the Company’s Third Quarter Report on Form 10-Q for the quarter ended March 31, 1999 and incorporated herein by reference.
10.19	Guaranty of Affiliated Computer Services, Inc. of Citibank loan to DDH Aviation filed as Exhibit 1.0.1 to the Company’s Form 10-Q for the period ended December 31, 2000 and incorporated herein by reference.
10.20	Stock Purchase Agreement dated as of August 18, 2001 by and among Lockheed Martin Corporation, Lockheed Martin Investments, Inc., and the Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 29, 2001 and incorporated herein by reference.
10.21	Credit Agreement dated August 24, 2001 between the Company as borrower, Bear Stearns Corporate Lending Inc. as Administrative Agent and Syndication Agent, Bear, Stearns & Co., Inc. as Bookrunner and Co-Lead Arranger, Wells Fargo Bank Texas, National Association as Documentation Agent and Co-Lead Arranger, certain lenders and certain subsidiary guarantors, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 29, 2001 and incorporated herein by reference.
10.22	Second Amendment to the Credit Agreement and Consent dated August 10, 2001 between the Company as Borrower, Wells Fargo Bank Texas, National Association as Administrative Agent and Co-Lead Arranging Agent for Lenders, Bank One N.A. as Syndication Agent and Co-Lead Arranging Agent for Lenders, SunTrust Bank as Documentation Agent for Lenders and The Bank of Tokyo-Mitsubishi, LTD. as Co-Agent for Lenders and subsidiary guarantors, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated August 29, 2001 and incorporated herein by reference.
10.23	Stock Purchase Agreement dated May 16, 2002 by and among Fleet National Bank, Fleet Holding Corp. and the Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 10, 2002 and incorporated herein by reference.
10.24	Credit Agreement dated June 10, 2002 between the Company as Borrower, Goldman Sachs Credit Partners L.P. as Co-Lead Arranger, Sole Bookrunner and Sole Syndication Agent, Wells Fargo Bank Texas, National Association as Co-Lead Arranger and Administrative Agent, certain lenders and certain subsidiary guarantors, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 10, 2002 and incorporated herein by reference.
• 10.25	Revolving Credit Agreement dated as of September 12, 2002 among the Company and other borrowers from time to time party hereto, Wells Fargo Bank, National Association as Co-Lead Arranger and Sole Book Runner, JP Morgan Chase Bank as Co-Lead Arranger, Wells Fargo Bank Texas, National Association as Administrative Agent, JP Morgan Chase Bank And Bank One, N.A. as Co-Syndication Agents and Key Corporate Capital, Inc. And The Bank Of Tokyo-Mitsubishi, Ltd. as Co-Documentation Agents

62

Exhibit
Number	Exhibit Name
• 21.1	Subsidiaries of the Company
• 23.1	Consent of PricewaterhouseCoopers LLP

• Filed herewith

63 EX-10.25 3 d99728exv10w25.txt EX-10.25 REVOLVING CREDIT AGREEMENT EXHIBIT 10.25 REVOLVING CREDIT AGREEMENT among AFFILIATED COMPUTER SERVICES, INC. AND OTHER BORROWERS FROM TIME TO TIME PARTY HERETO, Borrowers WELLS FARGO BANK, NATIONAL ASSOCIATION, Co-Lead Arranger and Sole Book Runner JPMORGAN CHASE BANK, Co-Lead Arranger WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION Administrative Agent JPMORGAN CHASE BANK AND BANK ONE, N.A., Co-Syndication Agents and KEY CORPORATE CAPITAL, INC. AND THE BANK OF TOKYO-MITSUBISHI, LTD. Co-Documentation Agents, The Senior Managing Agent and Managing Agents defined herein and THE LENDERS NAMED HEREIN, Lenders $875,000,000 DATED AS OF SEPTEMBER 12, 2002 TABLE OF CONTENTS

Page SECTION 1 DEFINITIONS AND TERMS................................................................................1 1.1 DEFINITIONS............................................................................................1 1.2 NUMBER AND GENDER OF WORDS; OTHER REFERENCES..........................................................16 1.3 ACCOUNTING PRINCIPLES.................................................................................16 1.4 CURRENCY REFERENCES...................................................................................16 SECTION 2 BORROWING PROVISIONS................................................................................16 2.1 REVOLVER FACILITY.....................................................................................16 2.2 LC SUBFACILITY........................................................................................17 2.3 SWING LINE SUBFACILITY................................................................................20 2.4 INCREASE IN REVOLVER COMMITMENT.......................................................................21 2.5 TERMINATIONS OR REDUCTIONS OF COMMITMENTS.............................................................22 2.6 BORROWING PROCEDURE...................................................................................23 SECTION 3 TERMS OF PAYMENT....................................................................................24 3.1 LOAN ACCOUNTS, NOTES, AND PAYMENTS....................................................................24 3.2 INTEREST AND PRINCIPAL PAYMENTS.......................................................................24 3.3 PREPAYMENTS...........................................................................................25 3.4 INTEREST OPTIONS......................................................................................25 3.5 QUOTATION OF RATES....................................................................................26 3.6 DEFAULT RATE..........................................................................................26 3.7 INTEREST RECAPTURE....................................................................................26 3.8 INTEREST CALCULATIONS.................................................................................26 3.9 MAXIMUM RATE..........................................................................................26 3.10 INTEREST PERIODS......................................................................................27 3.11 CONVERSIONS...........................................................................................27 3.12 ORDER OF APPLICATION..................................................................................27 3.13 SHARING OF PAYMENTS, ETC..............................................................................28 3.14 OFFSET................................................................................................29 3.15 BOOKING BORROWINGS....................................................................................29 SECTION 4 CHANGE IN CIRCUMSTANCES.............................................................................29 4.1 INCREASED COST AND REDUCED RETURN.....................................................................29 4.2 LIMITATION ON TYPES OF LOANS..........................................................................30 4.3 ILLEGALITY............................................................................................30 4.4 TREATMENT OF AFFECTED LOANS...........................................................................31 4.5 COMPENSATION..........................................................................................31 4.6 TAXES.................................................................................................31 4.7 REMOVAL OF LENDERS....................................................................................33 SECTION 5 FEES................................................................................................34 5.1 TREATMENT OF FEES.....................................................................................34 5.2 FEES OF ADMINISTRATIVE AGENT AND ARRANGER.............................................................34 5.3 FACILITY FEE..........................................................................................34 5.4 UTILIZATION FEE.......................................................................................34 5.5 LC FEES...............................................................................................35 SECTION 6. SECURITY; GUARANTIES................................................................................35 6.1 BORROWERS, GUARANTIES, AND FOREIGN STOCK PLEDGES......................................................35 6.2 RELEASE OF BORROWERS, GUARANTIES, AND COLLATERAL......................................................35 6.3 CONTROL; LIMITATION OF RIGHTS.........................................................................36 SECTION 7 CONDITIONS PRECEDENT................................................................................36 7.1 CONDITIONS PRECEDENT TO CLOSING.......................................................................36 7.2 CONDITIONS PRECEDENT TO EACH BORROWING................................................................36

i 7.3 CONDITIONS PRECEDENT TO ADDITIONAL BORROWERS, GUARANTORS, OR FOREIGN STOCK PLEDGES....................36 SECTION 8 REPRESENTATIONS AND WARRANTIES......................................................................37 8.1 PURPOSE OF CREDIT FACILITY............................................................................37 8.2 EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS...............................................37 8.3 SUBSIDIARIES; CAPITAL STOCK...........................................................................37 8.4 AUTHORIZATION AND CONTRAVENTION.......................................................................37 8.5 BINDING EFFECT........................................................................................37 8.6 FINANCIAL STATEMENTS..................................................................................38 8.7 LITIGATION, CLAIMS, INVESTIGATIONS....................................................................38 8.8 TAXES.................................................................................................38 8.9 ENVIRONMENTAL MATTERS.................................................................................38 8.10 EMPLOYEE BENEFIT PLANS................................................................................38 8.11 PROPERTIES; LIENS.....................................................................................39 8.12 GOVERNMENT REGULATIONS................................................................................39 8.13 INTELLECTUAL PROPERTY.................................................................................39 8.14 COMPLIANCE WITH LAWS..................................................................................39 8.15 REGULATION U..........................................................................................39 8.16 FULL DISCLOSURE.......................................................................................39 8.17 NO DEFAULT............................................................................................39 8.18 CONTINGENT EARN-OUT PAYMENTS..........................................................................39 SECTION 9 COVENANTS...........................................................................................40 9.1 USE OF PROCEEDS.......................................................................................40 9.2 BOOKS AND RECORDS.....................................................................................40 9.3 ITEMS TO BE FURNISHED.................................................................................40 9.4 INSPECTIONS...........................................................................................41 9.5 TAXES.................................................................................................41 9.6 PAYMENT OF OBLIGATIONS................................................................................41 9.7 MAINTENANCE OF EXISTENCE, ASSETS, AND BUSINESS........................................................41 9.8 INSURANCE.............................................................................................42 9.9 PRESERVATION AND PROTECTION OF RIGHTS.................................................................42 9.10 EMPLOYEE BENEFIT PLANS................................................................................42 9.11 ENVIRONMENTAL LAWS....................................................................................42 9.12 DEBT AND GUARANTIES...................................................................................42 9.13 LIENS.................................................................................................42 9.14 TRANSACTIONS WITH AFFILIATES..........................................................................44 9.15 COMPLIANCE WITH LAWS AND DOCUMENTS....................................................................44 9.16 ACCOUNTING METHODS....................................................................................44 9.17 GOVERNMENT REGULATIONS................................................................................44 9.18 RESTRICTIONS ON SUBSIDIARIES..........................................................................44 9.19 SALE OF ASSETS........................................................................................44 9.20 ACCOUNTS RECEIVABLE FINANCING.........................................................................45 9.21 MERGERS AND DISSOLUTIONS..............................................................................45 9.22 FINANCIAL COVENANTS...................................................................................45 9.23 ACQUISITIONS..........................................................................................45 SECTION 10 DEFAULT.............................................................................................45 10.1 PAYMENT OF OBLIGATION.................................................................................45 10.2 COVENANTS.............................................................................................45 10.3 DEBTOR RELIEF.........................................................................................46 10.4 JUDGMENTS AND ATTACHMENTS.............................................................................46 10.5 GOVERNMENT ACTION.....................................................................................46 10.6 MISREPRESENTATION.....................................................................................46 ii 10.7 CHANGE OF CONTROL.....................................................................................46 10.8 DEFAULT UNDER OTHER DEBT AND AGREEMENTS...............................................................46 10.9 EMPLOYEE BENEFIT PLANS................................................................................47 10.11 VALIDITY AND ENFORCEABILITY OF LOAN DOCUMENTS.........................................................47 SECTION 11 RIGHTS AND REMEDIES.................................................................................47 11.1 REMEDIES UPON DEFAULT.................................................................................47 11.2 COMPANY WAIVERS; NO RELEASE...........................................................................48 11.3 PERFORMANCE BY ADMINISTRATIVE AGENT...................................................................48 11.4 DELEGATION OF DUTIES AND RIGHTS.......................................................................48 11.5 NOT IN CONTROL........................................................................................48 11.6 COURSE OF DEALING.....................................................................................48 11.7 CUMULATIVE RIGHTS.....................................................................................49 11.8 APPLICATION OF PROCEEDS...............................................................................49 11.9 CERTAIN PROCEEDINGS...................................................................................49 11.10 EXPENDITURES BY LENDERS...............................................................................49 11.11 INDEMNIFICATION.......................................................................................49 SECTION 12 AGREEMENT AMONG LENDERS.............................................................................50 12.1 ADMINISTRATIVE AGENT; LC ISSUERS......................................................................50 12.2 EXPENSES..............................................................................................52 12.3 PROPORTIONATE ABSORPTION OF LOSSES....................................................................52 12.4 DELEGATION OF DUTIES; RELIANCE........................................................................52 12.5 LIMITATION OF LIABILITY...............................................................................52 12.6 DEFAULT; COLLATERAL...................................................................................53 12.7 LIMITATION OF LIABILITY...............................................................................55 12.8 RELATIONSHIP OF LENDERS...............................................................................56 12.9 BENEFITS OF AGREEMENT.................................................................................56 12.10 AGENTS................................................................................................56 12.11 OBLIGATIONS SEVERAL...................................................................................56 SECTION 13 MISCELLANEOUS.......................................................................................56 13.1 HEADINGS..............................................................................................56 13.2 NONBUSINESS DAYS......................................................................................56 13.3 COMMUNICATIONS; FACSIMILE COPIES......................................................................56 13.4 FORM AND NUMBER OF DOCUMENTS..........................................................................57 13.5 SURVIVAL..............................................................................................57 13.6 GOVERNING LAW.........................................................................................57 13.7 INVALID PROVISIONS....................................................................................58 13.8 ENTIRETY..............................................................................................58 13.9 JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL...................................................58 13.10 AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS..........................................................59 13.11 MULTIPLE COUNTERPARTS.................................................................................60 13.12 SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS................................................60 13.13 DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN CIRCUMSTANCES...........................62 13.14 CONFIDENTIALITY.......................................................................................63 13.15 DESIGNATED SENIOR INDEBTEDNESS........................................................................63 iii SCHEDULES AND EXHIBITS Schedule 2.1 - Lenders and Commitments Schedule 2.2 - Existing Letters of Credit Schedule 7.1 - Conditions Precedent to Closing Schedule 7.3 - Condition Precedent to Additional Borrowers Schedule 8.7 - Litigation Schedule 8.18 - Contingent "Earn-Out" Payments Exhibit A-1 - Form of Revolver Note Exhibit A-2 - Form of Swing Line Note Exhibit B-1 - Form of Borrowing Notice Exhibit B-2 - Form of Conversion Notice Exhibit B-3 - Form of LC Request Exhibit C - Form of Guaranty Exhibit D - Form of Compliance Certificate Exhibit E - Form of Assignment and Acceptance Agreement Exhibit F - Form of Contribution Agreement Exhibit G - Forms of Release Exhibit H - Form of Supplemental Document iv REVOLVING CREDIT AGREEMENT THIS REVOLVING CREDIT AGREEMENT is entered into as of September __ , 2002, among AFFILIATED COMPUTER SERVICES, INC. a Delaware corporation ("ACS"), other Borrowers from time to time party hereto (collectively with ACS, "BORROWERS"), Lenders (hereinafter defined), WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent (hereinafter defined), for itself and the other Lenders, Key Corporate Capital, Inc. and The Bank of Tokyo-Mitsubishi, Ltd., as Co-Documentation Agents (hereinafter defined), JPMorgan Chase Bank and Bank One, N.A., as Co-Syndication Agents (hereinafter defined), and Wachovia Bank, National Association, as Senior Managing Agent. RECITALS ACS has requested that Lenders extend a revolving credit facility to Borrowers not to exceed a total outstanding principal amount of $875,000,000 (subject to increase pursuant to SECTION 2.4) at any time (with certain subfacilities for letters of credit and swing-line advances) to be used by Borrowers as provided in SECTION 8.1. Lenders are willing to extend the requested credit facility on the terms and conditions of this agreement. ACCORDINGLY, for adequate and sufficient consideration, ACS, other Borrowers, Lenders, and Agents agree as follows: SECTION 1 DEFINITIONS AND TERMS. 1.1 DEFINITIONS. As used herein: ACQUISITION means any transaction or series of related transactions for the purpose of, or resulting in, directly or indirectly, (a) the acquisition by any Company of all or substantially all of the assets of a Person or of any business or division of a Person, (b) the acquisition by any Company of more than 50% of any class of Voting Stock (or similar ownership interests) of any Person, or (c) a merger, consolidation, amalgamation, or other combination by any Company with another Person if a Company is the surviving entity; provided that, in any merger, consolidation, amalgamation, or other combination involving ACS, ACS must be the surviving entity. ACS means Affiliated Computer Services, Inc., a Delaware corporation. ADJUSTED EBITDA means EBITDA of the Companies on a consolidated basis adjusted (a) as permitted and in accordance with, Article 11 of Regulation S-X of the Securities Act of 1933 and (b) to give effect to any Acquisitions and divestitures of or by the Companies during the applicable Rolling Period as if such transactions had occurred on the first day of such Rolling Period regardless of whether the effect is positive or negative. ADJUSTED EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by Administrative Agent to be equal to the quotient obtained by dividing (a) the Eurodollar Rate for such Eurodollar Rate Borrowing for such Interest Period by (b) 1 minus the Reserve Requirement for such Eurodollar Rate Borrowing for such Interest Period. ADMINISTRATIVE AGENT means Wells Fargo Bank Texas, National Association, and its permitted successors or assigns as "Administrative Agent" for Lenders under the Loan Documents. 1 ACS CREDIT AGREEMENT ADMINISTRATIVE QUESTIONNAIRE means an Administrative Questionnaire in a form supplied by Administrative Agent. AFFILIATE of any Person means any other Person who directly or indirectly Controls, or is Controlled by, or is under common Control with, such Person. AGENTS means, collectively, Administrative Agent, Co-Syndication Agents, Co-Documentation Agents, and Senior Managing Agent. ALTERNATIVE CURRENCY means Canadian Dollars, Pounds Sterling, Euros, or any other currency that Administrative Agent has notified Borrowers, upon their request, that Administrative Agent and Required Lenders have determined to be freely transferable and convertible into Dollars, so long as (a) such currency is dealt with in the London interbank deposit market, (b) such currency is freely transferable and convertible into Dollars in the London foreign exchange market, (c) no Governmental Authority in the country of issue of such currency is required to permit use of such currency by any applicable LC Issuer for issuing LCs or honoring drafts presented under LCs in such currency, and (d) there is no restriction or prohibition under any applicable Law against the use of such currency for such purposes. If, after the issuance of an LC in an Alternative Currency, the Alternative Currency denominated in such LC ceases to be lawful currency freely-convertible into Dollars and is replaced by the Euro, then thereafter the Alternative Currency for purposes of such LC shall be the Euro. AGREEMENT means this Revolving Credit Agreement (as the same may hereafter be amended, modified, supplemented, or restated from time to time in accordance with the terms hereof). APPLICABLE LENDING OFFICE means, for each Lender and for each Type of Borrowing, the "Lending Office" of such Lender (or an affiliate of such Lender) designated on SCHEDULE 2.1 attached hereto or such other office that such Lender (or an affiliate of such Lender) may from time to time specify to Administrative Agent and Borrowers by written notice in accordance with the terms hereof. APPLICABLE MARGIN means, from time to time, the following percentage per annum, based upon the Debt Rating as set forth below:

APPLICABLE MARGIN PRICING LEVEL FROM DEBT RATINGS EURODOLLAR RATE HIGHEST TO LOWEST S&P/MOODY'S FACILITY FEE BORROWINGS UTILIZATION FEE ------------------ ------------------ --------------- ----------------- --------------- 1 A-/A3 or better 0.150% 0.375% 0.100% 2 BBB+/Baa1 0.175% 0.575% 0.125% 3 BBB/Baa2 0.200% 0.775% 0.150% 4 BBB-/Baa3 0.250% 0.925% 0.200% 5 Worse than 0.250% 1.250% 0.250% BBB-/Baa3 or Not Rated

For purposes of the foregoing: (a) if the Debt Rating issued by Moody's and the Debt Rating issued by S&P shall fall within different Pricing Levels (but not more than one (1) Pricing Level apart), then the Applicable Margin shall be determined by reference to the higher Pricing Level (e.g., if the Debt Rating issued by S&P is in Pricing Level 1 and the Debt Rating issued by Moody's is in Pricing Level 2, then the Applicable Margin shall be determined by reference to Pricing Level 1); (b) if the Debt Rating issued by Moody's and the Debt Rating issued by S&P shall fall within different Pricing Levels (and by more than 2 ACS CREDIT AGREEMENT one (1) Pricing Level), then the Applicable Margin shall be determined by reference to the Pricing Level that is one (1) Pricing Level higher than the lower Pricing Level (e.g., if the Debt Rating issued by S&P is in Pricing Level 1 and the Debt Rating issued by Moody's is in Pricing Level 4, then the Applicable Margin shall be determined by reference to Pricing Level 3); and (c) if either Moody's or S&P no longer publishes ratings and ACS and Administrative Agent cannot agree on another ratings agency to replace Moody's or S&P, as the case may be, then the Debt Rating issued by Moody's or the Debt Rating issued by S&P which is still being published, as the case may be, shall be deemed to be the Debt Rating. Initially, the Applicable Margin shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to SCHEDULE 7.1, ITEM 19. Thereafter, each change in the Applicable Margin resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, commencing on the date of the public announcement thereof so long as Borrowers have delivered to Administrative Agent notice thereof pursuant to SECTION 9.3(c)(vi) and ending on the date immediately preceding the effective date of the next such change and, in the case of a downgrade, commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. ARRANGER means Wells Fargo Bank, National Association and its successors and assigns, in its capacity as co-lead arranger and sole book manager under the Loan Documents. ASSIGNMENT AND ACCEPTANCE is defined in SECTION 13.12(b)(iv). ATTRIBUTABLE DEBT means, with respect to any Synthetic Lease, as of any date of determination, the total obligation (discounted to present value at the rate of interest implicit in the lease included in such transaction) of the lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights) during the remaining portion of the term (including extensions which are at the sole option of the lessor) of the lease included in such transaction (and in the case of any lease which is terminable by the lessee upon the payment of a penalty, such rental obligation shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated). AUTHORIZATIONS means all filings, recordings, and registrations with, and all validations or exemptions, approvals, orders, authorizations, consents, franchises, licenses, certificates, and permits from, any Governmental Authority. BASE RATE means, for any day, the rate per annum equal to the higher of (a) the Federal Funds Rate for such day plus one-half of one percent (.5%) and (b) the Prime Rate for such day. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate. BASE RATE BORROWING means a Borrowing bearing interest at the Base Rate. BORROWERS is defined in the preamble to this Agreement; provided, however, that notwithstanding anything to the contrary in this Agreement or any Loan Document, ACS shall at all times be a Borrower. BORROWING means any amount disbursed (a) by one or more Lenders under the Loan Documents (under the Revolver Facility or the Swing Line Subfacility), whether such amount constitutes an original disbursement of funds, the continuation of an amount outstanding, or a funding under SECTION 2.2(c), or (b) by any Lender in accordance with, and to satisfy the obligations of any Loan Party under, any Loan Document. 3 ACS CREDIT AGREEMENT BORROWING DATE is defined in SECTION 2.6(a). BORROWING NOTICE means a request for Borrowing made pursuant to SECTION 2.6(a), substantially in the form of EXHIBIT B-1. BUSINESS DAY means (a) for all purposes, any day other than Saturday, Sunday, and any other day on which commercial banking institutions are required or authorized by Law to be closed in Dallas, Texas or New York, New York, and (b) in addition to the foregoing, in respect of any Eurodollar Rate Borrowing, a day on which dealings in United States dollars are conducted in the London interbank market and commercial banks are open for international business in London. CANADIAN DOLLARS and the symbol "CDN$" means the lawful currency of Canada. CAPITAL EXPENDITURES means an expenditure for any fixed asset, or any improvements or additions thereto, which should be capitalized on a balance sheet in accordance with GAAP. CAPITAL LEASE means any capital lease or sublease which should be capitalized on a balance sheet in accordance with GAAP. CLOSING DATE means the date upon which this Agreement has been executed by Borrowers, Lenders, and Administrative Agent and all conditions precedent specified in SECTION 7.1 have been satisfied or waived, which waiver shall be evidenced by the funding of the initial Borrowing. CO-DOCUMENTATION AGENT means Key Corporate Capital, Inc. and The Bank of Tokyo-Mitsubishi, Ltd., and their respective permitted successors and assigns as "Co-Documentation Agents" under the Loan Documents. CO-SYNDICATION AGENTS means JPMorgan Chase Bank and Bank One, N.A., and their respective permitted successors or assigns as "Co-Syndication Agents" under the Loan Documents. CODE means the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder. COLLATERAL means all of the items and types of property described as "Collateral" in now existing or hereafter created Foreign Stock Pledges and all cash and non-cash proceeds thereof. COMMITMENT PERCENTAGE means, at any date of determination, for any Lender, the proportion (stated as a percentage) that its Committed Sum bears to the aggregate Committed Sums of all Lenders. COMMITTED SUM means for any Lender at any date of determination occurring prior to the Termination Date, the amount stated beside such Lender's name on SCHEDULE 2.1 to this Agreement or in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be increased, reduced, or cancelled from time to time in accordance with the Loan Documents. COMPANIES means, at any date of determination thereof, ACS and each of its Subsidiaries; and COMPANY means, on any date of determination, ACS or any of its Subsidiaries. COMPLIANCE CERTIFICATE means a certificate signed by a Responsible Officer, substantially in the form of EXHIBIT D. 4 ACS CREDIT AGREEMENT CONSEQUENTIAL LOSS means any loss or expense which any Lender may reasonably incur in respect of a Eurodollar Rate Borrowing as a consequence of any event described in SECTION 4.5. CONSTITUENT DOCUMENTS means, with respect to any Person, its articles or certificate of incorporation, bylaws, partnership agreements, organizational documents, limited liability company agreements, trust agreement, or such other document as may govern such Person's formation, organization, and management. CONTRIBUTION AGREEMENT means (a) a Contribution Agreement in substantially the form and upon the terms of EXHIBIT F, executed and delivered by any Person pursuant to the requirements of the Loan Documents; and (b) any amendments, modifications, supplements, restatements, ratifications, or reaffirmations of any Contribution Agreement made in accordance with the Loan Documents. CONTROL means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of Stock, by contract, or otherwise, and "CONTROLLING" and "CONTROLLED" shall have meanings correlative thereto. CONVERSION NOTICE means a request pursuant to SECTION 3.11, substantially in the form of EXHIBIT B-2. COVERAGE REQUIREMENT is defined in SECTION 6.1. CURRENT FINANCIALS means, at the time of any determination thereof, the more recently delivered to Lenders of either (a) (i) the audited Financial Statements for the fiscal year ended June 30, 2001, calculated on a consolidated basis for the Companies; and (ii) the unaudited Financial Statements for the fiscal quarter ended March 31, 2002, calculated on a consolidated basis for the Companies; or (b) the Financial Statements required to be delivered under SECTIONS 9.3(a) or 9.3(b), as the case may be, calculated on a consolidated basis for the Companies. DEBT means (without duplication), for any Company, the sum of the following: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures, notes, or similar instruments; (c) all obligations to pay the deferred purchase price of property or services except trade accounts payable arising in the ordinary course of business; (d) all direct or contingent obligations in respect of letters of credit; (e) indebtedness that is secured (or for which the holder of the Debt has an existing right, contingent or otherwise to be so secured) by any Lien existing on property owned or acquired by any Company; (f) obligations of such Person under Capital Leases; (g) Attributable Debt associated with Synthetic Leases; (h) any Receivables Financing Amount; and (i) all guaranties, endorsements, and other contingent obligations for Debt of Persons other than another Company; provided, however that Debt shall expressly exclude surety, payment, or performance bonds issued in the ordinary course of such Company's business. DEBT RATING means, as of any date of determination, the most recently-announced rating as determined by either S&P or Moody's (collectively, the "DEBT RATINGS") assigned to any class of long-term senior, unsecured Debt securities issued by ACS as to which no letters of credit, guaranties (excluding guaranties of Subsidiaries of ACS), or third-party credit support is in place, regardless of whether all or any part of such Debt has been issued at the time such rating was issued. DEBTOR RELIEF LAWS means the Bankruptcy Code of the United States of America and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, fraudulent transfer or conveyance, suspension of payments, or similar Laws from time to time in effect affecting the Rights of creditors generally. 5 ACS CREDIT AGREEMENT DEFAULT is defined in SECTION 10. DEFAULT RATE means a per annum rate of interest equal from day to day to the lesser of (a) the sum of the Base Rate plus 2% and (b) the Maximum Rate. DISTRIBUTION for any Person means, with respect to any shares of any Stock issued by such Person, (a) the retirement, redemption, purchase, or other acquisition for value of any such Stock, (b) the declaration or payment of any dividend on or with respect to any such Stock, and (c) any other payment by such Person with respect to such Stock. DOLLAR EQUIVALENT means on any day (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in an Alternative Currency, the amount of Dollars into which such amount may be converted at the spot rate at which Dollars are offered to Administrative Agent in London for the Alternative Currency in which such amount is denominated at approximately 11:00 a.m. (London time) on such day or if such day is not a Business Day, on the immediately preceding Business Day. DOLLARS and the symbol $ means lawful money of the United States of America. DOMESTIC SUBSIDIARY of any Person means a direct or indirect Subsidiary of such Person that is organized or incorporated under the Laws of a jurisdiction of the United States. DOMESTIC SUBSIDIARY OBLIGOR means any Domestic Subsidiary of ACS that is either a Borrower or a Guarantor. EBITDA means, for any Person, as calculated at any date of determination with respect to the most recently ended Rolling Period (unless otherwise indicated), the sum (without duplication and without giving effect to any extraordinary losses or gains during such period) of (a) net income or deficit during such period, plus (b) to the extent already deducted in computing such net income, (i) income Tax expense; (ii) Interest Expense during such period, and (iii) depreciation, amortization, and other non-cash expense items during such period (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period), minus (c) other non-cash items increasing net income for such period (excluding any such non-cash item to the extent that it represents the reversal of an accrual for a potential cash item in any prior period); in each case calculated on a consolidated basis for such Person in accordance with GAAP. EC TREATY means the Treaty establishing the European Community (signed in Rome on March 25, 1957), as amended by the Treaty on European Union (signed in Maastricht on February 7, 1992), as further amended or supplemented from time to time. ELIGIBLE ASSIGNEE means (a) a Lender; (b) an Affiliate of a Lender (so long as such assignment is not made in conjunction with the sale of such Affiliate); and (c) any other Person approved by (i) Administrative Agent (which approval will not be unreasonably withheld or delayed by Administrative Agent) and (ii) unless a Default or Potential Default has occurred and is continuing at the time any assignment is effected in accordance with SECTION 13.12, ACS, such approval not to be unreasonably withheld or delayed by ACS and such approval to be deemed given by ACS if no objection is received by the assigning Lender and Administrative Agent from ACS within five Business Days after notice of such proposed assignment has been provided by the assigning Lender to ACS; provided, however, that neither ACS nor any Affiliate of any Borrower shall qualify as an Eligible Assignee. 6 ACS CREDIT AGREEMENT EMPLOYEE PLAN means an employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and established or maintained by any Loan Party, Restricted Subsidiary thereof, or ERISA Affiliate, but not including any Multiemployer Plan. EMU the European economic and monetary union. ENVIRONMENTAL LAW means any applicable Law that relates to (a) the condition or protection of air, groundwater, surface water, soil, or other environmental media, (b) the environment, including natural resources or any activity which affects the environment, (c) the regulation of any pollutants, contaminants, wastes, substances, and Hazardous Substances, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.) ("CERCLA"), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Federal Water Pollution Control Act, as amended by the Clean Water Act (33 U.S.C. Section 1251 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136 et seq.), the Emergency Planning and Community Right to Know Act of 1986 (42 U.S.C. Section 11001 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the National Environmental Policy Act of 1969 (42 U.S.C. Section 4321 et seq.), the Oil Pollution Act (33 U.S.C. Section 2701 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the Rivers and Harbors Act (33 U.S.C. Section 401 et seq.), the Safe Drinking Water Act (42 U.S.C. Section 201 and Section 300f et seq.), the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984 (42 U.S.C. Section 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), and analogous state and local Laws, as any of the foregoing may have been and may be amended or supplemented from time to time, and any analogous future enacted or adopted Law, or (d) the Release or threatened Release of Hazardous Substances. ENVIRONMENTAL LIABILITY means any obligation, liability (including, without limitation, any strict liability), loss, fine, penalty, charge, Lien, damage, cost, or expense of any kind to the extent that it results (a) from any violation of or any obligation or liability under any Environmental Law, or (b) from the presence, Release, or threatened Release of any Hazardous Substance. ENVIRONMENTAL PERMIT means any permit, license, or other Authorization from any Governmental Authority that is required under any Environmental Law for the lawful conduct of any business, process, or other activity. EQUITY ISSUANCE means any issuance on and after the Closing Date by any consolidating Company of any shares of Stock that has the result of increasing the Net Worth (as determined in accordance with GAAP). ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and rulings thereunder. ERISA AFFILIATE means any company or trade or business (whether or not incorporated) which, for purposes of Title IV of ERISA, is, or has been within the past six years, a member of any Company's controlled group or which is, or has been within the past six years, under common control with any Company within the meaning of Section 414(b), (c), (m), or (o) of the Code. ERISA EVENT means any of the following: (a) the occurrence of a Reportable Event; (b) the application for a minimum funding waiver with respect to an Employee Plan, or becoming obligated to file with the PBGC a notice of failure to make a required payment with respect to any Employee Plan; (c) the provision by the administrator of any Employee Plan of a notice of intent to terminate such Employee Plan; (d) the withdrawal by any Company or ERISA Affiliate, in whole or in part, from a Multiemployer Plan; (e) the occurrence of any condition (under ERISA, the Code, or otherwise) for the imposition of a Lien in favor of the PBGC on the assets of any Company or ERISA Affiliate; (f) the 7 ACS CREDIT AGREEMENT adoption of an amendment to an Employee Plan requiring the provision of security to such Employee Plan; (g) institution by the PBGC of proceedings to terminate or impose liability in respect of (other than premiums under Section 4007 of ERISA), any Employee Plan, or the occurrence of any event or condition that constitutes grounds for termination of, or the appointment of a trustee to administer, any Employee Plan; (h) institution by the sponsor of a Multiemployer Plan of proceedings to terminate or reorganize such Multiemployer Plan, or to impose withdrawal liability on any Company or ERISA Affiliate with respect to such Multiemployer Plan; (i) the cessation of operations at a facility of any Company or ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; or (j) any Company or ERISA Affiliate has engaged in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code). EURO means the euro referred to in Council Regulation (EC) No. 1103/97 dated June 17, 1997, passed by the council of the European Union, or, if different, the then lawful currency of the member states of the European Union that participate in the third stage of economic and monetary union. EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Dow Jones Markets Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the term "Eurodollar Rate" shall mean, for any Eurodollar Rate Borrowing for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%). EURODOLLAR RATE BORROWING means a Borrowing bearing interest at the sum of the Adjusted Eurodollar Rate plus the Applicable Margin for Eurodollar Rate Borrowings. EUROPEAN UNION means the European Union established under the EC Treaty. EXISTING CREDIT AGREEMENTS means, collectively, (a) the Credit Agreement dated June 10, 2002, between ACS, Goldman Sachs Credit Partners L.P., Wells Fargo Bank Texas, National Association, certain lenders partly thereto, and certain Subsidiary Guarantors party thereto and (b) the Credit Agreement dated May 12, 2000, between ACS, Wells Fargo Bank Texas, National Association, certain lenders party thereto, and certain Subsidiary Guarantors party thereto, in each case as amended. EXISTING LETTERS OF CREDIT means those certain outstanding letters of credit listed on SCHEDULE 2.2 hereto, issued by Wells Fargo Bank Texas, National Association, under and pursuant to the Credit Agreement dated May 12, 2000, between ACS, Wells Fargo Bank Texas, National Association, certain lenders party thereto, and certain Subsidiary Guarantors party thereto. EXHIBIT means an exhibit to this Agreement unless otherwise specified. FEDERAL FUNDS RATE means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined (which determination shall be conclusive and binding, absent manifest error) by Administrative Agent to be equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such 8 ACS CREDIT AGREEMENT day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent (in its individual capacity) on such day on such transactions as determined by Administrative Agent (which determination shall be conclusive and binding, absent manifest error). FINANCIAL STATEMENTS means balance sheets, statements of operations, statements of shareholders' investments, and statements of cash flows prepared in accordance with GAAP, which statements of operations and statements of cash flows shall be in comparative form to the corresponding period of the preceding fiscal year, and which balance sheets and statements of shareholders' investments shall be in comparative form to the prior fiscal year-end figures. FIXED CHARGE COVERAGE RATIO means, for the Companies on a consolidated basis and without duplication, at any date of determination, the ratio of: (a) the sum of (i) EBITDA of the Companies for the most recently ended Rolling Period minus (ii) the amount paid for Capital Expenditures by the Companies during such Rolling Period minus (iii) Taxes paid in cash during such Rolling Period to (b) Fixed Charges determined as of such date of determination. FIXED CHARGES means, with respect to the Companies on a consolidated basis and without duplication, the sum of (a) all regularly-scheduled principal payments with respect to Debt (other than the Principal Debt) required to be paid within the twelve (12) months following such date of determination, (b) Capital Lease payments, (c) cash Interest Expense, and (d) Distributions paid in cash by ACS (each of the foregoing items (b), (c), and (d) calculated for the most recently ended Rolling Period). FOREIGN STOCK PLEDGE means (a) a Foreign Stock Pledge Agreement or similar document in form and upon terms reasonably satisfactory to Administrative Agent and ACS, in which the respective Pledgor grants a perfected, first priority Lien to Administrative Agent (for the benefit of Lenders) in and to 65% of the outstanding Stock of a Foreign Subsidiary of such Pledgor, which Foreign Stock Pledge is executed and delivered by any Person pursuant to the requirements of the Loan Documents, and (b) any amendments, modifications, supplements, restatements, or reaffirmations of any Foreign Stock Pledge made in accordance with the Loan Documents. FOREIGN SUBSIDIARY of any Person means a Subsidiary of such Person that is organized or incorporated under the Laws of a jurisdiction other than a jurisdiction of the United States. FUNDED DEBT means, on any date of determination, the Debt of the Companies determined on a consolidated basis, excluding any Debt described in CLAUSE (i) of the definition of "Debt" set forth in this SECTION 1.1. GAAP means generally accepted accounting principles of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board which are applicable from time to time. GOVERNMENTAL AUTHORITY means any local, state, municipal, or federal judicial, executive, or legislative instrumentality, or, solely for purposes of SECTION 4, any central bank. GUARANTOR means any Person, including, but not limited to, any Domestic Subsidiary of ACS, who undertakes to be liable for all or any part of the Obligation by execution of a Guaranty or otherwise. GUARANTY means (a) a Guaranty in substantially the form and upon the terms of EXHIBIT C, executed and delivered by any Person pursuant to the requirements of the Loan Documents; and (b) 9 ACS CREDIT AGREEMENT any amendments, modifications, supplements, restatements, ratifications, or reaffirmations of any Guaranty made in accordance with the Loan Documents. HAZARDOUS SUBSTANCE means (a) any substance that is designated, defined, or classified as a hazardous waste, hazardous material, pollutant, contaminant, or toxic or hazardous substance, or that is otherwise regulated, under any Environmental Law, including without limitation, any hazardous substance within the meaning of Section 101(14) of CERCLA, (b) petroleum, oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel, and other petroleum hydrocarbons, (c) asbestos and asbestos-containing materials in any form, (d) polychlorinated biphenyls, or (e) urea formaldehyde foam. INCLUDED FOREIGN SUBSIDIARY means any Foreign Subsidiary of any Pledged Foreign Subsidiary whose EBITDA is included in the calculation of the Coverage Requirement as permitted by SECTION 6.1. INTEREST EXPENSE means, for any period of calculation thereof, for the Companies on a consolidated basis and without duplication, the aggregate amount of all interest (including commitment fees) on all Debt (other than Debt described in CLAUSE (i) of the definition of Debt) of the Companies, whether paid in cash or accrued as a liability and payable in cash during such period (including, without limitation, imputed interest on Capital Lease obligations and Attributable Debt; the amortization of any original issue discount on any Debt; the interest portion of any deferred payment obligation; all commissions, discounts, and other fees and charges owed with respect to letters of credit or bankers' acceptance financing), and all cash premiums or penalties for the repayment, redemption, or repurchase of Debt. INTEREST PERIOD is determined in accordance with SECTION 3.10. LAWS means all applicable statutes, laws, treaties, ordinances, tariff requirements, rules, regulations, orders, writs, injunctions, decrees, judgments, opinions, or interpretations of any Governmental Authority. LC means the letter(s) of credit issued hereunder in the form agreed upon among ACS, the applicable LC Issuer, and the beneficiary thereof at the time of issuance thereof and participated in by Lenders pursuant to the terms and conditions of SECTION 2 hereof. LC AGREEMENT means a letter of credit application and agreement (in form and substance satisfactory to the applicable LC Issuer) submitted by ACS to the applicable LC Issuer for an LC for its own account (and for its benefit or the benefit of any other Company); provided that this Agreement shall control any conflict between this Agreement and any such LC Agreement. LC EXPOSURE means, at any time and without duplication, the sum of the Dollar Equivalent of (a) the aggregate undrawn portion of all uncancelled and unexpired LCs plus (b) the aggregate unpaid reimbursement obligations of Borrowers in respect of drawings of drafts under any LC. LC ISSUER means with respect to each LC, the Lender that issues such LC and shall be either (a) Wells Fargo or (b) any other Lender that has agreed in writing to issue, increase, or extend one or more LCs under this Agreement and has been approved by Administrative Agent and ACS; provided that no more than two Lenders (other than Wells Fargo) may be LC Issuers at any date of determination. Any Lender may resign as LC Issuer upon giving 30 days prior written notice to Borrowers; provided that such Lender shall continue to be a LC Issuer for purposes of this Agreement for all LCs issued at the time of such resignation until such time as such LCs expire or are replaced. LC REQUEST means a request pursuant to SECTION 2.2(a), substantially in the form of EXHIBIT B-3. 10 ACS CREDIT AGREEMENT LC SUBFACILITY means a subfacility of the Revolver Facility for the issuance of LCs as described in and subject to the limitations of SECTION 2.2, under which the Dollar Equivalent of the LC Exposure may never (a) collectively exceed $500,000,000 and (b) together with the Principal Debt may never exceed the Revolver Commitment. LENDERS means, on any date of determination, the financial institutions named on SCHEDULE 2.1 (as the same may be amended from time to time by Administrative Agent to reflect the addition of new Lenders pursuant to SECTION 2.4 and to reflect the assignments made in accordance with SECTION 13.12(b) of this Agreement, and subject to the terms and conditions of this Agreement), and their respective successors and assigns (but not any Participant who is not otherwise a party to this Agreement). LEVERAGE RATIO means, with respect to the Companies on a consolidated basis and without duplication, at any date of determination thereof, the ratio of (a) the Funded Debt outstanding on such date to (b) Adjusted EBITDA. LIEN means any lien, mortgage, security interest, pledge, assignment, charge, title retention agreement, or encumbrance of any kind, and any other Right of or arrangement with any creditor (other than under or relating to subordination or other intercreditor arrangements) to have its claim satisfied out of any property or assets, or the proceeds therefrom, prior to the general creditors of the owner thereof. LITIGATION means any action by or before any Governmental Authority. LOAN ACCOUNT means any record (including, without limitation, the Register) maintained by any Lender in the ordinary course of business or by Administrative Agent evidencing the Principal Debt owed to each Lender. LOAN DOCUMENTS means (a) this Agreement, the Notes, the Guaranties, the Foreign Stock Pledges, LCs, and LC Agreements, (b) all other agreements, documents, or instruments in favor of Agents or Lenders ever executed and delivered pursuant to this Agreement or otherwise executed and delivered in connection with all or any part of the Obligation, and (c) any and all future renewals, extensions, restatements, reaffirmations, or amendments of, or supplements to, all or any part of the foregoing. LOAN PARTIES means, on any date of determination, all Borrowers, all Guarantors, and all Pledgors. MANAGING AGENTS means, collectively, Fleet National Bank, The Royal Bank of Scotland plc, and SunTrust Bank. MATERIAL ADVERSE EVENT means any set of one or more circumstances or events which, individually or collectively, could reasonably be expected to result in or cause any (a) material impairment of the ability of the Loan Parties, taken as a whole, to perform any of their payment or other material obligations under the Loan Documents described in CLAUSE (a) of the definition thereof or material and adverse effect on the validity or enforceability of the Loan Documents described in CLAUSE (a) of the definition thereof or in the ability of Administrative Agent or any Lender to enforce any such obligations or any of their respective material Rights under the Loan Documents described in CLAUSE (a) of the definition thereof, or (b) material and adverse effect on the business, properties, condition (financial or otherwise), or results of operations the Companies, taken as a whole. MATERIAL AGREEMENT means any written or oral agreement, contract, commitment, or understanding under which any Company is obligated to make payments or is entitled to receive revenues in excess of 5% of the consolidated Net Worth of the Companies in any fiscal year. 11 ACS CREDIT AGREEMENT MATERIAL SUBSIDIARY means any Subsidiary or group of Subsidiaries of ACS that individually or collectively satisfies either of the following financial criteria: (a) as of the most recently ended Rolling Period, the EBITDA of such Subsidiary or group of Subsidiaries of ACS exceeds 5% of the EBITDA of all of the Companies, or (b) on any date of determination, the book value of the total assets of such Subsidiary or group of Subsidiaries of ACS exceeds 1% of the book value of all assets of all of the Companies. MAXIMUM AMOUNT and MAXIMUM RATE respectively mean, for each Lender, the maximum non-usurious amount and the maximum non-usurious rate of interest which, under applicable Law, such Lender is permitted to contract for, charge, take, reserve, or receive on the Obligation. MAXIMUM REVOLVER COMMITMENT means an amount equal to $900,000,000, which amount shall not be increased without the approval of all of the Lenders. MOODY'S means Moody's Investors Services, Inc., or, if Moody's no longer publishes ratings, another nationally recognized rating agency acceptable to Administrative Agent and ACS. MULTIEMPLOYER PLAN means a multiemployer plan as defined in Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code to which any Company or any ERISA Affiliate is making, has made, is accruing, or has accrued, an obligation to make contributions or has, within any of the preceding five plan years, made or accrued an obligation to make contributions. NET WORTH means, as of any date of determination, the shareholders equity (excluding any minority interests) of the Companies on a consolidated basis as of that date determined in accordance with GAAP. NOTES means, at the time of any determination thereof, all outstanding and unpaid Revolver Notes and the Swing Line Note. OBLIGATION means all present and future indebtedness, liabilities, and obligations, and all renewals and extensions thereof, or any part thereof, now or hereafter owed to Administrative Agent, any other Agent, any Lender, or any Affiliate of any Lender by any Company arising from, by virtue of, or pursuant to any Loan Document, together with all interest accruing thereon, fees, costs, and expenses (including, without limitation, all reasonable attorneys' fees and expenses incurred in the enforcement or collection thereof) payable under the Loan Documents. OSHA means the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 671 et seq. PARTICIPANT is defined in SECTION 13.12(e). PBGC means the Pension Benefit Guaranty Corporation, or any successor thereof, established pursuant to ERISA. PERMITTED LIENS means, with respect to the Companies, Liens permitted under SECTION 9.13 as described in such Section. PERSON means any individual, entity, or Governmental Authority. PLEDGED FOREIGN SUBSIDIARY means any Foreign Subsidiary of ACS whose stock is pledged pursuant to a Foreign Stock Pledge. 12 ACS CREDIT AGREEMENT PLEDGOR means any Person, including, but not limited to, any Domestic Subsidiary of ACS, who executes a Foreign Stock Pledge pursuant to the terms of this Agreement. POTENTIAL DEFAULT means the occurrence of any event or existence of any circumstance which, with the giving of notice or lapse of time or both, would become a Default. POUNDS STERLING and the symbol POUND STERLING means the lawful currency of the United Kingdom. PRIME RATE means the per annum rate of interest established from time to time by Wells Fargo, as its prime rate, which rate may not be the lowest rate of interest charged by Wells Fargo to its customers. PRINCIPAL DEBT means, on any date of determination, the aggregate unpaid principal balance of all Borrowings under the Revolver Facility (including, without limitation, Borrowings under the Swing Line Subfacility), together with (but without duplication) the aggregate unpaid reimbursement obligations of any Borrower in respect of drawings under any LC. PRO RATA or PRO RATA PART, for each Lender, means on any date of determination (a) the proportion which the Principal Debt owed to such Lender (whether held directly or through a participation and determined after giving effect thereto) bears to the Principal Debt owed to all Lenders at the time in question, and (b) if no Principal Debt is outstanding, then the proportion that the aggregate of such Lender's Committed Sums then in effect bears to the Revolver Commitment then in effect. RECEIVABLES FINANCING AMOUNT is defined in SECTION 9.20. REGISTER is defined in SECTION 13.12(c). REGULATION D means Regulation D of the Board of Governors of the Federal Reserve System, as amended. REGULATION U means Regulation U of the Board of Governors of the Federal Reserve System, as amended. RELEASE means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposal, deposit, dispersal, migrating, or other movement into the air, ground, or surface water, or soil. REPORTABLE EVENT shall have the meaning specified in Section 4043 of ERISA or the regulations issued thereunder in connection with an Employee Plan, excluding events for which the notice requirement is waived under applicable PBGC regulations other than those events described in sections 4043.21, 4043.24, and 4043.28 of such regulations, including each such provision as it may subsequently be renumbered. REPRESENTATIVES means representatives, officers, directors, employees, attorneys, and agents. REQUIRED LENDERS means (a) on any date of determination on and after the date of the Closing Date and prior to the Termination Date, those Lenders holding 50.1% or more of the Revolver Commitment; and (b) on any date of determination on or after the Termination Date, those Lenders holding 50.1% or more of the sum of (without duplication) (i) Principal Debt plus (ii) the aggregate Rights and benefits of Lenders with respect to LCs, whether such Rights and benefits result from Lenders' issuance of LCs or participations in LCs under SECTION 2.2(b). 13 ACS CREDIT AGREEMENT RESERVE REQUIREMENT means, at any time, the maximum rate at which reserves (including, without limitation, any marginal, special, supplemental, or emergency reserves) are required to be maintained under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) by member banks of the Federal Reserve System against, in the case of Eurodollar Rate Borrowings, "Eurocurrency liabilities" (as such term is used in Regulation D). Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (a) any category of liabilities which includes deposits by reference to which the Adjusted Eurodollar Rate is to be determined, or (b) any category of extensions of credit or other assets which include Eurodollar Rate Borrowings. The Adjusted Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Reserve Requirement. RESPONSIBLE OFFICER means the chairman, chief executive officer, president, chief financial officer, executive vice president, treasurer, or assistant treasurer of ACS, or, for all purposes under the Loan Documents, any other officer designated from time to time by the Board of Directors of ACS, which designated officer is reasonably acceptable to Administrative Agent. REVOLVER COMMITMENT means an amount (subject to reduction, cancellation, or increase as herein provided) equal to $875,000,000. REVOLVER COMMITMENT USAGE means, at the time of any determination thereof, the sum of (a) the aggregate Principal Debt (including the Swing Line Principal Debt) plus, without duplication, (b) the LC Exposure. REVOLVER FACILITY means the credit facility as described in and subject to the limitations set forth in SECTION 2.1 hereof, including the LC Subfacility and the Swing Line Subfacility. REVOLVER NOTE means any promissory note executed pursuant to SECTION 3.1(b) in substantially the form of EXHIBIT A-1, and all renewals and extensions of all or any part thereof. RIGHTS means rights, remedies, powers, privileges, and benefits. ROLLING PERIOD means, on any date of determination, the most recent four fiscal quarters ended on March 31, June 30, September 30, or December 31 (as the case may be). SCHEDULE means, unless specified otherwise, a schedule attached to this Agreement, as the same may be supplemented and modified from time to time in accordance with the terms of the Loan Documents. SENIOR MANAGING AGENT means Wachovia Bank, National Association. SOLVENT means, as to a Person, that (a) the aggregate fair market value of such Person's assets exceeds its liabilities (whether or not such liability is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured), (b) such Person has sufficient cash flow to enable it to pay its debts as they mature, and (c) such Person does not have unreasonably small capital to conduct such Person's businesses. For purposes of this definition (i) "debt" means liability on a "claim", (ii) "claim" means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured, (iii) unliquidated, contingent, disputed, and unmatured claims shall be valued at the amount that can be 14 ACS CREDIT AGREEMENT reasonably expected to be actual and matured, and (iv) any net intercompany payable owed by one Company to another shall not be considered a liability. S&P means Standard & Poor's Rating Group (a division of McGraw-Hill, Inc.), or if S&P no longer publishes ratings, another nationally recognized ratings agency acceptable to Administrative Agent and ACS. STOCK means all shares, options, warrants, general or limited partnership interests, membership interests, or other ownership interests (regardless of how designated) of or in a corporation, partnership, limited liability company, trust, or other business entity, whether voting or nonvoting, including common stock, preferred stock, or any other similar "equity security" (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended). SUBFACILITIES means, collectively, the LC Subfacility and the Swing Line Subfacility; SUBFACILITY means, either of the LC Subfacility or the Swing Line Subfacility. SUBSIDIARY means, in respect of any Person, any corporation, partnership, limited liability company, association, joint venture, or other business entity of which more than fifty percent (50%) of the Stock having ordinary voting power for the election of directors or other governing body (other than Stock having such power only by reason of the happening of a contingency) are at any time directly or beneficially, owned, held, or controlled, directly or indirectly, by such Person. SWING LINE BORROWING means any Borrowing under the Swing Line Subfacility. SWING LINE COMMITMENT means an amount (subject to availability, reduction, or cancellation as herein provided) equal to $50,000,000. SWING LINE LENDER means Wells Fargo Bank Texas, National Association, and its successors and assigns. SWING LINE NOTE means any promissory note executed pursuant to SECTION 3.1(b) in substantially the form of EXHIBIT A-2, and all renewals and extensions of all or any part thereof. SWING LINE PRINCIPAL DEBT means, on any date of determination, that portion of the Principal Debt outstanding under the Swing Line Subfacility. SWING LINE SUBFACILITY means the subfacility under the Revolver Facility described in, and subject to the limitations of, SECTION 2.3. SYNTHETIC LEASE means a lease that is accounted for as an operating lease for accounting purposes, but as a Capital Lease for tax purposes. TAXES means, for any Person, taxes, assessments, or other governmental charges or levies imposed upon such Person, its income, or any of its properties, franchises, or assets. TERMINATION DATE means the earlier of (a) December 31, 2005, and (b) the effective date of any other termination, cancellation, or acceleration of all commitments to lend under the Revolver Facility. TYPE means any type of Borrowing determined with respect to the interest option applicable thereto. 15 ACS CREDIT AGREEMENT VOTING STOCK means securities (as such term is defined in Section 2(1) of the Securities Act of 1933, as amended) of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions). WELLS FARGO means Wells Fargo Bank Texas, National Association, in its individual capacity as a Lender, and its successors and assigns. 1.2 NUMBER AND GENDER OF WORDS; OTHER REFERENCES. Unless otherwise specified in the Loan Documents, (a) where appropriate, the singular includes the plural and vice versa, and words of any gender include each other gender, (b) heading and caption references may not be construed in interpreting provisions, (c) section, paragraph, annex, schedule, exhibit, and similar references are to the particular Loan Document in which they are used, (d) references to "telecopy," "facsimile," "fax," or similar terms are to facsimile or telecopy transmissions, (e) references to "including" mean including without limiting the generality of any description preceding that word, (f) the rule of construction that references to general items that follow references to specific items are limited to the same type or character of those specific items is not applicable in the Loan Documents, (g) references to any Person include that Person's heirs, personal representatives, successors, trustees, receivers, and permitted assigns, (h) references to any Law include every amendment or supplement to it, rule and regulation adopted under it, and successor or replacement for it, and (i) references to any Loan Document or other document include every renewal and extension of it, amendment and supplement to it, and replacement or substitution for it. 1.3 ACCOUNTING PRINCIPLES. All accounting and financial terms used in the Loan Documents and the compliance with each financial covenant therein shall be determined in accordance with GAAP, and, all accounting principles shall be applied on a consistent basis so that the accounting principles in a current period are comparable in all material respects to those applied during the preceding comparable period. If any Borrower or any Lender determines that a change in GAAP from that in effect on the date hereof has altered the treatment of certain financial data to its detriment under this Agreement, such party may, by written notice to the others and Administrative Agent not later than ten (10) days after the effective date of such change in GAAP, request renegotiation of the financial covenants affected by such change. If Borrowers and Required Lenders have not agreed on revised covenants within thirty (30) days after delivery of such notice, then, for purposes of this Agreement, GAAP will mean generally accepted accounting principles on the date just prior to the date on which the change that gave rise to the renegotiation occurred. 1.4 CURRENCY REFERENCES. Unless otherwise specified herein, all dollar amounts expressed herein shall refer to Dollars. Except as otherwise herein specified, for purposes of calculating compliance with the terms of this Agreement and the other Loan Documents (including for purposes of calculating compliance with the covenants), each obligation or calculation shall be converted to its Dollar Equivalent. SECTION 2 BORROWING PROVISIONS. 2.1 REVOLVER FACILITY. Each Lender severally, but not jointly, agrees to lend to Borrowers (on a joint and several liability basis) in Dollars such Lender's Commitment Percentage of one or more Borrowings under the Revolver Facility not to exceed such Lender's Committed Sum, which Borrowings may be repaid and reborrowed from time to time in accordance with the terms and provisions of the Loan Documents; provided that, (a) each such Borrowing must occur on a Business Day and no later than the Business Day immediately preceding the Termination Date; (b) each such Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 if a Eurodollar Rate Borrowing, $1,000,000 or a greater integral multiple of $100,000 if a Base Rate Borrowing or $100,000 if a Swing Line Borrowing; and (c) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment. 16 ACS CREDIT AGREEMENT 2.2 LC SUBFACILITY. (a) Conditions. Subject to the terms and conditions of this Agreement and applicable Law, the applicable LC Issuer agrees to issue LCs upon any Borrower's application therefor (denominated in Dollars or, upon Borrowers' request and subject to this SECTION 2.2, in an Alternative Currency) by delivering to Administrative Agent and the applicable LC Issuer a properly completed LC Request and an LC Agreement with respect thereto no later than 10:00 a.m. Dallas, Texas time three Business Days before such LC is to be issued; provided that, (i) on any date of determination and after giving effect to any LC to be issued on such date, the Dollar Equivalent of the Revolver Commitment Usage shall never exceed the Revolver Commitment then in effect, (ii) on any date of determination and after giving effect to any LC to be issued on such date, the Dollar Equivalent of the LC Exposure shall never exceed $500,000,000 (as such commitment under the LC Subfacility may be reduced or canceled as herein provided), (iii) at the time of issuance of such LC, no Default or Potential Default shall have occurred and be continuing, and (iv) each LC must expire no later than one year from its issuance; provided that, any LC may provide for automatic renewal for successive twelve month periods unless the applicable LC Issuer has given prior notice to the applicable beneficiary of its election not to extend such LC. Prior to issuing any LC, the applicable LC Issuer shall confirm with Administrative Agent that the condition in CLAUSE (i) above is satisfied. (b) Participations. Immediately upon the issuance by any LC Issuer of any LC, the applicable LC Issuer shall be deemed to have sold and transferred to each other Lender, and each other such Lender shall be deemed irrevocably and unconditionally to have purchased and received from the applicable LC Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Commitment Percentage, in the Dollar Equivalent of such LC, the LC Agreement related thereto, and all Rights of the applicable LC Issuer in respect thereof (other than Rights to receive certain fees provided for in SECTION 5.5(b)). (c) Reimbursement Obligation. To induce LC Issuers to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrowers (jointly and severally) agree to pay or reimburse the applicable LC Issuer (i) on the date on which any draft is presented under any LC, the amount of any draft paid or to be paid by such LC Issuer and (ii) promptly, upon demand, the amount of any fees (in addition to the fees described in SECTION 5) which such LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit. If Borrowers have not reimbursed the applicable LC Issuer for any drafts paid or to be paid within one (1) Business Day of demand therefor by such LC Issuer, Borrowers shall be deemed to have requested and Administrative Agent is hereby irrevocably authorized to fund the Dollar Equivalent of such reimbursement obligations as a Base Rate Borrowing to the extent of availability under the Revolver Facility. The proceeds of such Borrowing shall be advanced directly to the relevant LC Issuer in payment of Borrowers' unpaid reimbursement obligation. If for any reason (including, without limitation, the Termination Date has occurred), funds cannot be advanced under the Revolver Facility, then Borrowers' reimbursement obligation shall continue to be due and payable. Borrowers' obligations under this SECTION 2.2(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which any Borrower may have at any time against any LC Issuer, Administrative Agent, or any other Person. From the date that the applicable LC Issuer pays a draft under a LC until the date of demand for reimbursement is made, the Dollar Equivalent of unpaid reimbursement obligations shall accrue interest at the Base Rate, which accrued interest shall be payable on demand; and, thereafter until the related reimbursement obligation of Borrowers is paid or funded by proceeds of a Borrowing, the Dollar 17 ACS CREDIT AGREEMENT Equivalent of unpaid reimbursement obligations shall accrue interest at the Default Rate, which accrued interest shall be payable on demand. (d) General. Each LC Issuer shall promptly notify Borrowers and Administrative Agent of the date and the Dollar Equivalent of the amount of any draft presented for honor under any LC issued by such LC Issuer (but failure to give any such notice shall not affect Borrowers' obligations under this Agreement). The applicable LC Issuer shall pay the Dollar Equivalent of the requested amount upon presentment of a draft for honor unless such presentment on its face does not comply with the terms of the applicable LC. When making payment, the applicable LC Issuer may disregard (i) any default or potential default that exists under any other agreement and (ii) the obligations under any other agreement that have or have not been performed by the beneficiary or any other Person (and the applicable LC Issuer shall not be liable for any obligation of any Person thereunder). Borrowers' reimbursement obligations to the LC Issuers, Administrative Agent, and Lenders, and each Lender's obligations to the LC Issuers and Administrative Agent, under this SECTION 2.2 are absolute and unconditional irrespective of, and the LC Issuers and Administrative Agent are not responsible for, (i) the validity, enforceability, sufficiency, accuracy, or genuineness of documents or endorsements which appear appropriate on their face (even if they are in any respect invalid, unenforceable, insufficient, inaccurate, fraudulent, or forged), (ii) any dispute by any Company with or any Company's claims, setoffs, defenses, counterclaims, or other Rights against any LC Issuer, Administrative Agent, any Lender, or any other Person, or (iii) the occurrence of any Potential Default or Default. However, nothing in this SECTION 2.2 constitutes a waiver of the Rights of any Borrower or any Lender to assert any claim or defense based upon the gross negligence or willful misconduct of any LC Issuer. To the extent any Lender has funded its ratable share of any draft under an LC, then Administrative Agent shall promptly distribute reimbursement payments received from Borrowers to such Lender according to its ratable share. In the event any payment by Borrowers received by Administrative Agent with respect to any LC and distributed to Lenders on account of their participations therein is thereafter set aside, avoided, or recovered from Administrative Agent in connection with any receivership, liquidation, or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by Administrative Agent, contribute such Lender's ratable portion of the Dollar Equivalent of the amount set aside, avoided, or recovered, together with interest at the rate required to be paid by Administrative Agent upon the amount required to be repaid by it. (e) Obligation of Lenders. If Borrowers fail to reimburse any LC Issuer as provided in SECTION 2.2(c) within one (1) Business Day of the demand therefor by such LC Issuer and funds cannot be advanced under the Revolver Facility to satisfy the reimbursement obligations, then such LC Issuer shall promptly notify Administrative Agent of such fact and Administrative Agent shall promptly notify each Lender of Borrowers' failure, of the date and the Dollar Equivalent of the amount of the draft paid, and of such Lender's Commitment Percentage thereof. Each Lender shall promptly and unconditionally fund its participation interest in such unreimbursed draft by making available to Administrative Agent (for the benefit of the relevant LC Issuer) in Dollars in immediately available funds such Lender's Commitment Percentage of the Dollar Equivalent of the unreimbursed draft. Funds are due and payable to Administrative Agent on or before 1:00 p.m., Dallas, Texas time on the Business Day when Administrative Agent gives notice to each Lender of Borrowers' reimbursement failure (if given prior to 10:00 a.m., Dallas, Texas time) or on the next succeeding Business Day (if notice was given after 10:00 a.m., Dallas, Texas time). All amounts payable by any Lender shall accrue interest at the Federal Funds Rate from the day the applicable draft is paid by the relevant LC Issuer to (but not including) the date the amount is paid by the Lender to Administrative Agent. 18 ACS CREDIT AGREEMENT (f) Duties of LC Issuers. Each LC Issuer agrees with each Lender that it will exercise and give the same care and attention to each LC that it issues as it gives to its other letters of credit. No LC Issuer shall have any liability to any Lender with respect to such LCs (other than liability arising from the gross negligence or willful misconduct of such LC Issuer). Each Lender and each Borrower agree that, in paying any draw under any LC, no LC Issuer shall have any responsibility to obtain any document (other than any documents required by the respective LC) or to ascertain or inquire as to any document's validity, enforceability, sufficiency, accuracy, or genuineness or the authority of any Person delivering any such document. LC Issuers, Administrative Agent, Lenders, and their respective Representatives shall not be liable to any other Lender or any Company for any LC's use or for any beneficiary's acts or omissions. Any action, inaction, error, delay, or omission taken or suffered by any LC Issuer, Administrative Agent, or any of their Representatives under or in connection with any LC, applicable drafts or documents, or the transmission, dispatch, or delivery of any related message or advice, if in good faith and in conformity with such Laws as any LC Issuer, Administrative Agent, or any of their Representatives may deem applicable and in accordance with the standards of care specified in the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce, as in effect on the date of issue of such LC, shall be binding upon the Companies and Lenders and shall not place any LC Issuer, Administrative Agent, or any of their Representatives under any resulting liability to any Company or any Lender. No less than once each month, each LC Issuer shall give a summary report of the issued and outstanding LCs of such LC Issuer to Administrative Agent, in form and substance satisfactory to Administrative Agent, and Administrative Agent shall distribute such summary reports to Lenders promptly upon receipt thereof. (g) Cash Collateral. On the Termination Date, or on any date that the LC Exposure exceeds the then-effective commitment under the LC Subfacility, or upon any demand by any LC Issuer upon the occurrence and during the continuance of a Default, Borrowers shall provide to Administrative Agent, for the benefit of LC Issuers and Lenders, (i) cash collateral in Dollars in an amount equal to 100% of the Dollar Equivalent of the LC Exposure existing on such date, such cash and all interest thereon shall constitute cash collateral for all LCs, and (ii) such additional cash collateral as any LC Issuer or Administrative Agent may from time to time require, so that the cash collateral amount shall at all times equal or exceed 100% of the Dollar Equivalent of the LC Exposure. Any cash collateral deposited under this CLAUSE (g), and all interest earned thereon, shall be held by Administrative Agent and invested and reinvested at the expense and the written direction of Borrowers in U.S. Treasury Bills with maturities of no more than ninety (90) days from the date of investment and all interest paid thereon shall remain property of Borrowers. Without limiting the Rights of Administrative Agent and any LC Issuer, if any draft under any LC is presented for payment and Borrowers do not reimburse the applicable LC Issuer within the time period required by this SECTION 2.2, after notice from the applicable LC Issuer of such failure, Administrative Agent may apply any cash collateral held by Administrative Agent to the reimbursement obligation. Any costs related to liquidation or breakage prior to maturity of any investment shall be borne by Borrowers. (h) INDEMNIFICATION. EACH BORROWER SHALL PROTECT, INDEMNIFY, PAY, AND SAVE EACH LC ISSUER, ADMINISTRATIVE AGENT, AND EACH LENDER HARMLESS FROM AND AGAINST THE DOLLAR EQUIVALENT OF ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, OR LOSSES OF, OR OWED TO THIRD PARTIES (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF ANY LC ISSUER, ADMINISTRATIVE AGENT, LENDERS, OR THEIR RESPECTIVE REPRESENTATIVES), AND ANY AND ALL RELATED COSTS, CHARGES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), WHICH ANY LC ISSUER, ADMINISTRATIVE AGENT, OR ANY LENDER MAY INCUR OR BE SUBJECT TO AS A CONSEQUENCE, DIRECT OR INDIRECT, OF (I) THE ISSUANCE OF ANY LC, (II) ANY DISPUTE 19 ACS CREDIT AGREEMENT ABOUT A LC, OR (III) THE FAILURE OF ANY LC ISSUER TO HONOR A DRAFT UNDER SUCH LC AS A RESULT OF ANY ACT OR OMISSION (WHETHER RIGHT OR WRONG) OF ANY PRESENT OR FUTURE GOVERNMENTAL AUTHORITY. HOWEVER, NO PERSON IS ENTITLED TO INDEMNITY HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE FOREGOING INDEMNITY PROVISIONS SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION OF THIS AGREEMENT. (i) LC Agreements. Although referenced in any LC, terms of any particular agreement or other obligation to the beneficiary are not incorporated into this Agreement in any manner. The fees and other amounts payable with respect to each LC are as provided in this Agreement, drafts under any LC shall be deemed part of the Obligation, and in the event of any conflict between the terms of this Agreement and any LC Agreement, the terms of this Agreement shall be controlling. (j) Currency Fluctuation. If as a result of fluctuations in currency exchange rates (which shall be calculated by Administrative Agent no less often than monthly), the aggregate of the Commitment Usage exceeds the amount of the Revolver Commitment, the Borrowers shall within 5 Business Days prepay outstanding Principal Debt in an amount equal to such excess or, if such excess is greater than the amount of all outstanding Principal Debt, shall within 5 Business Days prepay all outstanding Principal Debt and deliver to Administrative Agent cash collateral in an amount equal to the remaining excess after giving effect to such prepayment. (k) Existing Letters of Credit. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Agreement, and after the Closing Date shall be subject to and governed by the terms and conditions of this Agreement; provided that Borrowers shall not be required to pay the fees required by SECTION 5.5(b) with respect to the issuance of such Existing Letters of Credit, but shall be obligated to pay such fees with respect to any extensions of such Existing Letters of Credit. 2.3 SWING LINE SUBFACILITY. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan Documents, Swing Line Lender, solely for its own account, agrees to make any requested Borrowing of $100,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTIONS 7.2(c) through (e), directly to Borrowers as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.3(b) is applicable; provided that: (i) each Swing Line Borrowing must occur on a Business Day and no later than the Business Day immediately preceding the Termination Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) the Principal Debt outstanding on any date of determination shall not exceed the Revolver Commitment then in effect; (v) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vi) each Swing Line Borrowing shall bear interest at a rate per annum equal to the Base Rate; provided that at any time after Lenders are deemed to have purchased, pursuant to SECTION 2.3(b), a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vii) no additional Swing Line Borrowing shall be made at any time after any Lender has refused, notwithstanding the requirements of SECTION 2.3(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Swing Line Borrowing shall be available and may be prepaid on same day telephonic notice from any Borrower to Swing Line Lender, so long as such notice is received by Swing Line 20 ACS CREDIT AGREEMENT Lender prior to 2:00 p.m., Dallas, Texas time. Accrued interest on Swing Line Borrowings shall be due and payable on the 10th Business Day of each of January, April, July, and October and on the Termination Date. (b) Borrowers shall be jointly and severally liable for all Swing Line Borrowings. Borrowings under the Swing Line Subfacility shall be due no later than five Business Days after such Swing Line Borrowing is made. If Borrowers fail to repay any Swing Line Borrowing as provided herein, then Borrowers shall be deemed to have requested and Administrative Agent is hereby irrevocably authorized to fund such amount as a Base Rate Borrowing to the extent of availability under the Revolver Facility. If funds cannot be or are not advanced under the Revolver Facility to satisfy the obligations under the Swing Line Subfacility, Administrative Agent shall timely notify each Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon, Dallas, Texas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Swing Line Lender an undivided interest and participation in such Swing Line Borrowing to the extent of such Lender's Pro Rata Part thereof, and each Lender shall make available to Swing Line Lender in immediately available funds such Lender's Pro Rata Part of the unpaid amount of such Swing Line Borrowing. All such amounts payable by any Lender shall include interest thereon from the date on which such payment is payable by such Lender to, but not including, the date such amount is paid by such Lender to Administrative Agent, at the Federal Funds Rate. If such Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Lender makes the required payment, Swing Line Lender shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrowers of all or any part of any Swing Line Borrowing shall be paid to Administrative Agent for the ratable benefit of Swing Line Lender and those Lenders who have funded their participations in such Swing Line Principal Debt under this SECTION 2.3(b); provided that, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding such participation shall be payable solely to Swing Line Lender for its own account. In the event that any payment received by the Swing Line Lender is required to be returned, each Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it. (c) Notwithstanding anything to the contrary in this Agreement, each Lender's obligation to fund the Borrowings and to purchase and fund participating interests pursuant to SECTION 2.3(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense, or other Right which such Lender or any Borrower may have against the Swing Line Lender, any Borrower, or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Potential Default or a Default or the failure to satisfy any of the conditions specified in SECTION 7; (iii) any adverse change in the condition (financial or otherwise) of any Company; (iv) any breach of this Agreement by any Borrower, any Guarantor, or any Lender; or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. 2.4 INCREASE IN REVOLVER COMMITMENT. So long as no Default or Potential Default exists or arises as a result therefrom, Borrowers may from time to time request any one or more Lenders to increase their respective Committed Sums or request other financial institutions first approved by Administrative Agent (such approval not to be unreasonably withheld or delayed) to agree to a Committed Sum (in an aggregate amount of not less than $25,000,000 or such lesser amount as may be available under the Maximum Revolver Commitment), so that the Revolver Commitment may be increased to no more than the Maximum Revolver Commitment. Any such increase of the Revolver 21 ACS CREDIT AGREEMENT Commitment must be effected by an amendment that is executed in accordance with SECTION 13.10 by Borrowers, Administrative Agent, and the one or more Lenders who have agreed to increase their Committed Sums or by new Lenders who have agreed to new Committed Sums. No Lender is obligated to increase its Committed Sum under any circumstances, and no Lender's Committed Sum may be increased except by its execution of an amendment to this Agreement in accordance with SECTION 13.10. Each new Lender providing such additional Committed Sum shall be a "Lender" hereunder, entitled to the rights and benefits, and subject to the duties, of a Lender under the Loan Documents. In such case, each Lender's Commitment Percentage shall be recalculated to reflect the new proportionate share of the revised Revolver Commitment and the Lender responsible for the additional Committed Sum (the "PURCHASING LENDER") shall, immediately upon receiving notice from Administrative Agent, pay to each Lender an amount equal to its Pro Rata Part of the Principal Debt outstanding as of such date. All such payments with respect to the Principal Debt shall reduce the outstanding Principal Debt owed to each Lender receiving such payments and shall represent advances under the Revolver Facility to Borrowers by the purchasing Lender; all such payments with respect to funded participations under the Swing Line Subfacility or LC Subfacility (as the case may be) shall reduce the applicable participation of each Lender receiving such payment and shall represent the purchase by the purchasing Lender of a participation under the Swing Line Subfacility or the LC Subfacility (as the case may be). The purchasing Lender shall be entitled to share ratably in interest accruing on the balances purchased, at the rates provided herein for such balances, from and after the date of purchase. All new Borrowings under the Revolver Facility occurring after an increase of the Revolver Commitment shall be funded in accordance with the Lender's revised Commitment Percentages. 2.5 TERMINATIONS OR REDUCTIONS OF COMMITMENTS. (a) Voluntary Commitment Reduction. Without premium or penalty, and upon giving not less than five Business Days prior written and irrevocable notice to Administrative Agent, Borrowers may terminate in whole or in part the unused portion of the Revolver Commitment, the Swing Line Commitment, or the commitment under the LC Subfacility; provided that: (i) each partial termination of the Revolver Commitment shall be in an amount of not less than $25,000,000 or a greater integral multiple of $5,000,000; each partial termination of the Swing Line Commitment or the commitment under the LC Subfacility shall be in an amount of not less than $5,000,000 or a greater integral multiple of $1,000,000; and (ii) on any date of determination, the amount of the Revolver Commitment may not be reduced below the Revolver Commitment Usage, the Swing Line Commitment may not be reduced below the Swing Line Principal Debt, and the commitment under the LC Subfacility may not be reduced below the LC Exposure unless the mandatory prepayment required by SECTION 3.3(b) (if any) is made contemporaneously with such reduction. At the time of any commitment termination under this SECTION 2.5, Borrowers shall pay to Administrative Agent, for the account of each Lender, any amounts that may then be due under SECTION 3.3(b), all accrued and unpaid fees then due and payable under this Agreement, the interest attributable to the amount of that reduction, and any related Consequential Loss. Any part of the Revolver Commitment, the Swing Line Commitment, or the commitment under the LC Subfacility that is terminated may not be reinstated. (b) Additional Reductions. The Swing Line Commitment and the commitment under the LC Subfacility shall each be reduced from time to time on the date of any voluntary reduction of the Revolver Commitment by the amount, if any, by which each such Subfacility exceeds the Revolver Commitment after giving effect to such reduction of the Revolver Commitment. 22 ACS CREDIT AGREEMENT (c) Ratable Allocation of Revolver Commitment Reductions. Each reduction of the Revolver Commitment under this SECTION 2.5 shall be allocated among the Lenders in accordance with their respective Commitment Percentages. 2.6 BORROWING PROCEDURE. The following procedures apply to all Borrowings (other than Swing Line Borrowings and Borrowings pursuant to SECTIONS 2.2(c) or 2.3(b)): (a) Borrowing Request. Any Borrower may request a Borrowing by making or delivering a Borrowing Notice to Administrative Agent requesting that Lenders fund a Borrowing on a certain date (the "BORROWING DATE"), which Borrowing Notice (i) shall be irrevocable and binding on Borrowers, (ii) must specify the Borrower or Borrowers which are to receive all or any portion of such Borrowing and the amount of such Borrowing to be advanced to such Borrower or Borrowers, (iii) shall specify the Borrowing Date, amount, Type, and (for a Borrowing comprised of Eurodollar Rate Borrowings) Interest Period, (iv) must be signed by the requesting Borrower and concurred to by each other Borrower, and (v) must be received by Administrative Agent no later than 12:00 p.m. Dallas, Texas time on the third Business Day preceding the Borrowing Date for any Eurodollar Rate Borrowing or 12:00 p.m., Dallas, Texas time on the Business Day preceding the Borrowing Date for any Base Rate Borrowing. Administrative Agent shall timely notify each Lender with respect to each Borrowing Notice. (b) Funding. Each Lender shall remit its Commitment Percentage of each requested Borrowing to Administrative Agent's principal office in Dallas, Texas, in funds which are or will be available for immediate use by Administrative Agent by 1:00 p.m. Dallas, Texas time on the applicable Borrowing Date. Subject to receipt of such funds, Administrative Agent shall (unless to its actual knowledge any of the conditions precedent therefor have not been satisfied by Borrowers or waived by the requisite Lenders under SECTION 13.10) make such funds available to Borrowers on the Borrowing Date by causing such funds to be deposited to the account designated to Administrative Agent by Borrowers. (c) Funding Assumed. Absent contrary written notice from a Lender by 1:00 p.m. Dallas, Texas time on the applicable Borrowing Date, Administrative Agent may assume that each Lender has made its Commitment Percentage of the requested Borrowing available to Administrative Agent on the applicable Borrowing Date, and Administrative Agent may, in reliance upon such assumption (but shall not be required to), make available to Borrowers a corresponding amount. If a Lender fails to make its Commitment Percentage of any requested Borrowing available to Administrative Agent on the applicable Borrowing Date, Administrative Agent may recover the applicable amount on demand, (i) from that Lender together with interest, commencing on the Borrowing Date and ending on (but excluding) the date Administrative Agent recovers the amount from that Lender, at an annual interest rate equal to the Federal Funds Rate, or (ii) if that Lender fails to pay its amount upon demand, then from Borrowers and, to the extent of availability under the Swing Line Subfacility, Borrowers shall be deemed to have requested and Swing Line Lender is hereby irrevocably authorized to fund any amounts due from Borrowers pursuant to this SECTION 2.6(c) as a Swing Line Borrowing. No Lender is responsible for the failure of any other Lender to make its Commitment Percentage of any Borrowing available as required by SECTION 2.6(b); however, failure of any Lender to make its Commitment Percentage of any Borrowing so available does not excuse any other Lender from making its Commitment Percentage of any Borrowing so available. 23 ACS CREDIT AGREEMENT SECTION 3 TERMS OF PAYMENT. 3.1 LOAN ACCOUNTS, NOTES, AND PAYMENTS. (a) Loan Accounts; Noteless Transaction. Borrowers shall be jointly and severally liable for the Principal Debt, which Principal Debt owed to each Lender shall be evidenced by one or more Loan Accounts or records maintained by such Lender in the ordinary course of business. The Loan Accounts or records maintained by Administrative Agent (including, without limitation, the Register) and each Lender shall be prima facie evidence absent manifest error of the amount of the Borrowings made by Borrowers from each Lender under this Agreement and the interest and principal payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrowers under the Loan Documents to pay any amount owing with respect to the Obligation. (b) Notes. Upon the request of any Lender, made through Administrative Agent, the Principal Debt owed to such Lender may be evidenced by one or more of the following Notes (as the case may be): (i) a Revolver Note and (ii) a Swing Line Note (with respect to the Swing Line Lender only). In the event Notes are requested by any Lender and upon the addition of or release of any Borrower (as contemplated by SECTIONS 6.1 and 6.2), the then-existing Borrowers (after giving effect to any such addition or release) shall promptly prepare, execute, and deliver to each requesting Lender Notes payable to the order of such Lender. (c) Payment. Other than the LC fees payable directly to LC Issuers pursuant to SECTION 5.5(b), all payments of principal, interest, and other amounts to be made by Borrowers under this Agreement and the other Loan Documents shall be made to Administrative Agent at its principal office in Dallas, Texas in Dollars and in funds which are or will be available for immediate use by Administrative Agent by 12:00 noon Dallas, Texas time on the day due, without setoff, deduction, or counterclaim. Payments made after 12:00 noon, Dallas, Texas, time shall be deemed made on the Business Day next following. Administrative Agent shall pay to each Lender any payment of principal, interest, or other amount to which such Lender is entitled hereunder on the same day Administrative Agent shall have received the same from Borrowers; provided such payment is received by Administrative Agent prior to 12:00 noon, Dallas, Texas time, and otherwise before 12:00 noon Dallas, Texas time on the Business Day next following. (d) Payment Assumed. Unless Administrative Agent has received notice from Borrowers prior to the date on which any payment is due under this Agreement that Borrowers will not make that payment in full, Administrative Agent may assume that Borrowers have made the full payment due and Administrative Agent may, in reliance upon that assumption, cause to be distributed to the appropriate Lender or LC Issuer (as applicable) on that date the amount then due to such Lenders or LC Issuer (as applicable). If and to the extent Borrowers do not make the full payment due to Administrative Agent, each Lender or LC Issuer (as applicable) shall repay to Administrative Agent on demand the amount distributed to that Lender or LC Issuer (as applicable) by Administrative Agent together with interest for each day from the date that Lender or LC Issuer (as applicable) received payment from Administrative Agent until the date that Lender or LC Issuer (as applicable) repays Administrative Agent (unless such repayment is made on the same day as such distribution), at an annual interest rate equal to the Federal Funds Rate. 3.2 INTEREST AND PRINCIPAL PAYMENTS. (a) Interest. Accrued interest on each Eurodollar Rate Borrowing is due and payable on the last day of its respective Interest Period, on the date of any prepayment set forth in SECTION 3.3, and on the Termination Date; provided that, if any Interest Period is greater than three months, then accrued interest is also due and payable on the three month anniversary of the date on which such Interest Period commences and on each three month anniversary thereafter, as well as on the last day of such Interest Period. Accrued interest on each Base Rate Borrowing 24 ACS CREDIT AGREEMENT shall be due and payable on the 10th Business Day of each of January, April, July, and October and on the Termination Date. (b) Principal Debt. The Principal Debt is due and payable on the Termination Date. 3.3 PREPAYMENTS. (a) Optional Prepayments. Except as set forth herein, after giving Administrative Agent advance written notice of the intent to prepay, Borrowers may voluntarily prepay all or any part of the Principal Debt or the Swing Line Principal Debt, from time to time and at any time, in whole or in part, without premium or penalty; provided that: (i) such notice must be received by Administrative Agent by 12:00 noon, Dallas, Texas time, one Business Day preceding the date of prepayment of any Borrowing except with respect to the Swing Line Principal Debt for which same Business Day notice is sufficient; (ii) each such partial prepayment must be in a minimum amount of at least $1,000,000 or a greater integral multiple of $1,000,000 thereof or such lesser amount as may be outstanding under the Revolver Facility (or with respect to prepayments of the Swing Line Principal Debt, $100,000 or a greater integral multiple thereof or such lesser amount as may be outstanding under the Swing Line Subfacility); (iii) any Eurodollar Rate Borrowing may only be prepaid at the end of an applicable Interest Period (unless Borrowers pay the amount of any Consequential Loss); and (iv) Borrowers shall pay any related Consequential Loss within ten (10) days after demand therefor. Conversions under SECTION 3.11 are not prepayments. Each notice of prepayment shall specify the prepayment date, the applicable loan hereunder of Principal Debt being prepaid, and the Type of Borrowing(s) and amount(s) of such Borrowing(s) to be prepaid and shall constitute a binding obligation of Borrowers to make a prepayment on the date stated therein, together with (unless such prepayment is made with respect to a Base Rate Borrowing or Swing Line Borrowing) accrued and unpaid interest to the date of such payment on the aggregate principal amount prepaid. Unless a Default or Potential Default has occurred and is continuing (or would arise as a result thereof), any payment or prepayment of the Principal Debt may be reborrowed by Borrowers, subject to the terms and conditions of the Loan Documents. (b) Revolver Facility Mandatory Payments/Reductions. On any date of determination (i) if the Revolver Commitment Usage exceeds the Revolver Commitment then in effect, or the Swing Line Principal Debt exceeds the Swing Line Commitment then in effect, then Borrowers shall make a mandatory prepayment of the Principal Debt or the Swing Line Principal Debt, as the case may be, in at least the amount of such excess, together with (x) all accrued and unpaid interest on the principal amount so prepaid and (y) any Consequential Loss arising as a result thereof; provided that, on any such reduction date, if no Swing Line Principal Debt or Principal Debt is then outstanding, but the LC Exposure exceeds the Revolver Commitment, then Borrowers shall provide to Administrative Agent, for the benefit of Lenders, cash collateral in Dollars in an amount at least equal to 100% of such excess. (c) Mandatory Prepayments of Interest/Consequential Loss. All prepayments under SECTION 3.3 shall be made, together with accrued interest to the date of such prepayment on the principal amount prepaid, together with any Consequential Loss arising as a result thereof. 3.4 INTEREST OPTIONS. Except that the Eurodollar Rate may not be selected when a Default or Potential Default exists and except as otherwise provided in this Agreement, Borrowings bear interest at a rate per annum equal to the lesser of (a) as to the respective Type of Borrowing (as designated by Borrowers in accordance with this Agreement), the Adjusted Eurodollar Rate plus the Applicable Margin for Eurodollar Rate Borrowings or the Base Rate, and (b) the Maximum Rate. Each change in the Base Rate or the Maximum Rate, subject to the terms of this Agreement, will become effective, without notice to any Borrower or any other Person, upon the effective date of such change. 25 ACS CREDIT AGREEMENT 3.5 QUOTATION OF RATES. It is hereby acknowledged that a Responsible Officer or other appropriately designated officer of ACS may call Administrative Agent on or before the date on which a Borrowing Notice is to be delivered by Borrowers in order to receive an indication of the rates then in effect, but such indicated rates shall neither be binding upon Administrative Agent or Lenders nor affect the rate of interest which thereafter is actually in effect when the Borrowing Notice is given or on the Borrowing Date. 3.6 DEFAULT RATE. At the option of Required Lenders and to the extent permitted by Law all past-due amounts of the Obligation shall bear interest from maturity (whether stated or by acceleration) at the Default Rate until paid, regardless whether such payment is made before or after entry of a judgment; provided that, the Default Rate shall automatically apply to the extent specified in and on the terms of SECTIONS 2.2(c), 2.3(a), and 11.3. 3.7 INTEREST RECAPTURE. If the designated rate applicable to any Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing shall be limited to the Maximum Rate, but any subsequent reductions in such designated rate shall not reduce the rate of interest thereon below the Maximum Rate until the total amount of interest accrued thereon equals the amount of interest which would have accrued thereon if such designated rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of the Principal Debt, the total amount of interest paid or accrued is less than the amount of interest which would have accrued if such designated rates had at all times been in effect, then, at such time and to the extent permitted by Law, Borrowers shall pay an amount equal to the difference between (a) the lesser of the amount of interest which would have accrued if such designated rates had at all times been in effect and the amount of interest which would have accrued if the Maximum Rate had at all times been in effect, and (b) the amount of interest actually paid or accrued on the Principal Debt. 3.8 INTEREST CALCULATIONS. Interest will be calculated on the basis of actual number of days (including the first day but excluding the last day) elapsed but computed as if each calendar year consisted of 360 days in the case of an Eurodollar Rate Borrowing (unless the calculation would result in an interest rate greater than the Maximum Rate, in which event interest will be calculated on the basis of a year of 365 or 366 days, as the case may be) and 365 or 366 days, as the case may be, in the case of a Base Rate Borrowing. All interest rate determinations and calculations by Administrative Agent are conclusive and binding absent manifest error. 3.9 MAXIMUM RATE. Regardless of any provision contained in any Loan Document, neither Administrative Agent nor any Lender shall ever be entitled to contract for, charge, take, reserve, receive, or apply, as interest on all or any part of the Obligation, any amount in excess of the Maximum Rate, and, if Lenders ever do so, then such excess shall be deemed a partial prepayment of principal and treated hereunder as such and any remaining excess shall be refunded to Borrowers. In determining if the interest paid or payable exceeds the Maximum Rate, Borrowers and Lenders shall, to the maximum extent permitted under applicable Law, (a) treat all Borrowings as but a single extension of credit (and Lenders and Borrowers agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee, or premium rather than as interest, (c) exclude voluntary prepayments and the effects thereof, and (d) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the Obligation. However, if the Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Amount, Lenders shall refund such excess, and, in such event, Lenders shall not, to the extent permitted by Law, be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving, or receiving interest in excess of the Maximum Amount. If the Laws of the State of Texas are applicable for purposes of determining the "Maximum Rate" or the "Maximum Amount," then those terms mean the "weekly ceiling" from time to time in effect under Texas Finance Code Section 303.305, as amended. Each 26 ACS CREDIT AGREEMENT Borrower agrees that Chapter 346 of the Texas Finance Code, as amended (which regulates certain revolving credit loan accounts and revolving tri-party accounts), does not apply to the Obligation. 3.10 INTEREST PERIODS. When Borrowers request any Eurodollar Rate Borrowing, Borrowers may elect the interest period (each an "INTEREST PERIOD") applicable thereto, which shall be, at Borrowers' option and subject to availability, one, two, three, or six months; provided, however, that: (a) the initial Interest Period for a Eurodollar Rate Borrowing shall commence on the date of such Borrowing (including the date of any conversion thereto), and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period applicable thereto expires; (b) if any Interest Period for a Eurodollar Rate Borrowing begins on a day for which there is no numerically corresponding Business Day in the calendar month at the end of such Interest Period, such Interest Period shall end on the next Business Day immediately following what otherwise would have been such numerically corresponding day in the calendar month at the end of such Interest Period (unless such date would be in a different calendar month from what would have been the month at the end of such Interest Period, or unless there is no numerically corresponding day in the calendar month at the end of the Interest Period; whereupon, such Interest Period shall end on the last Business Day in the calendar month at the end of such Interest Period); and (c) no Interest Period may be chosen with respect to any portion of the Principal Debt which would extend beyond the scheduled repayment date (including any dates on which mandatory prepayments are required to be made) for such portion of the Principal Debt. 3.11 CONVERSIONS. Borrowers may (a) convert a Eurodollar Rate Borrowing on the last day of the applicable Interest Period to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and (c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by giving a Conversion Notice of such intent to Administrative Agent no later than 12:00 p.m. Dallas, Texas time on the third Business Day prior to the date of conversion or the last day of the Interest Period, as the case may be (in the case of a conversion to a Eurodollar Rate Borrowing or an election of a new Interest Period), and no later than 12:00 p.m. Dallas, Texas time one Business Day prior to the last day of the Interest Period (in the case of a conversion to a Base Rate Borrowing); provided that, the principal amount converted to, or continued as, a Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount as may be outstanding). Administrative Agent shall timely notify each Lender with respect to each Conversion Notice. Absent Borrowers' Conversion Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted to a Base Rate Borrowing effective as of the expiration of the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a Eurodollar Rate Borrowing shall not be available during the occurrence of a Default or Potential Default. 3.12 ORDER OF APPLICATION. (a) No Default. If no Default or Potential Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligation shall be applied first to fees, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrowers may direct. (b) Default. If a Default or Potential Default exists (or if Borrowers fail to give directions as permitted under SECTION 3.12(a)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the ratable payment of all fees, expenses, and indemnities for which Agents or Lenders have not been paid or reimbursed in accordance with the Loan Documents (as used in this 27 ACS CREDIT AGREEMENT SECTION 3.12(b)(i), a "ratable payment" for any Lender or any Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender or such Agent bears to the total aggregate fees and indemnities owed to all Lenders and Agents on such date of determination); (ii) to the ratable payment of accrued and unpaid interest on the Principal Debt (as used in this SECTION 3.12(b)(ii), "ratable payment" means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iii) to the ratable payment of the Swing Line Principal Debt which is due and payable and which remains unfunded by any Borrowing; provided that, such payments shall be allocated ratably among the Swing Line Lender and the Lenders which have funded their participations in the Swing Line Principal Debt (as used in this SECTION 3.12(b)(iii), "ratable payment" and "ratably" means for Swing Line Lender and any Lender, on any date of determination, that proportion which the Swing Line Principal Debt owed (whether directly or by participations) to Swing Line Lender or such Lender (as applicable) bears to the Swing Line Principal Debt owed to the Swing Line Lender and all Lenders); (iv) to the ratable payment of any reimbursement obligation with respect to any LC issued pursuant to the Agreement which is due and payable and which remains unfunded by any Borrowing; provided that, such payments shall be allocated ratably among the applicable LC Issuer and the Lenders which have funded their participations in such LC (as used in this SECTION 3.12(b)(iv), "ratable payment" and "ratably" means for any LC Issuer and any Lender, on any date of determination, that proportion which the reimbursement obligation under such LC owed (whether directly or by participations) to such LC Issuer or Lender (as applicable) bears to the reimbursement obligation under such LC owed to the applicable LC Issuer and all Lenders); (v) to the ratable payment of the remaining Principal Debt (as used in this SECTION 3.12(b)(v), "ratable payment" means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (vi) to provide cash collateral in an amount equal to 100% of the LC Exposure then existing in accordance with SECTION 2.2(g); and (vii) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate. Subject to the provisions of SECTION 12 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Documents. 3.13 SHARING OF PAYMENTS, ETC. If any Lender shall obtain any payment or prepayment with respect to the Obligation (whether voluntary, involuntary, or otherwise, including, without limitation, as a result of exercising its Rights under SECTION 3.14) which is in excess of its share of any such payment in accordance with the relevant Rights of the Lenders under the Loan Documents, then such Lender shall purchase from the other Lenders such participations as shall be necessary to cause such purchasing Lender to share the excess payment with each other Lender in accordance with the relevant Rights under the Loan Documents. If all or any portion of such excess payment is subsequently recovered from such purchasing Lender, then the purchase shall be rescinded and the purchase price restored to the extent of such recovery. Borrowers agree that any Lender purchasing a participation from another Lender pursuant to this SECTION 3.13 may, to the fullest extent permitted by Law, exercise all of its Rights of payment (including the Right of offset) with respect to such participation as fully as if such Lender were the direct creditor of each Borrower in the amount of such participation. 28 ACS CREDIT AGREEMENT 3.14 OFFSET. If a Default exists, each Lender shall be entitled to exercise (for the benefit of all Lenders in accordance with SECTION 3.13) the Rights of offset and/or banker's Lien against each and every account and other property, or any interest therein, which any Loan Party may now or hereafter have with, or which is now or hereafter in the possession of, such Lender to the extent of the full amount of the Obligation. 3.15 BOOKING BORROWINGS. To the extent permitted by Law, any Lender may make, carry, or transfer its Borrowings at, to, or for the account of any of its branch offices or the office of any of its Affiliates; provided that, no Affiliate shall be entitled to receive any greater payment under SECTION 4 than the transferor Lender would have been entitled to receive with respect to such Borrowings. SECTION 4 CHANGE IN CIRCUMSTANCES. 4.1 INCREASED COST AND REDUCED RETURN. (a) Changes in Law. If, after the date hereof, the adoption of any applicable Law or any change in any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Documents or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing, or maintaining any Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the Loan Documents with respect to any Eurodollar Rate Borrowing, then Borrowers (jointly and severally) shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrowers under this SECTION 4.1(a), Borrowers may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of SECTION 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested. 29 ACS CREDIT AGREEMENT (b) Capital Adequacy. If, after the date hereof, any Lender shall have determined that the adoption of any applicable Law regarding capital adequacy or any change therein or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) Changes in Applicable Lending Office. Compensation Statement. Each Lender shall promptly (and in any event with eighteen (18) months) notify Borrowers and Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section shall furnish to Borrowers and Administrative Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. In no event will Borrowers be obligated to compensate any Lender pursuant to this SECTION 4.1 for any amounts described herein that accrued more than eighteen (18) months prior to the date the notice described above is given by the party requesting such compensation, but the foregoing shall in no way limit the right of such Lender to request compensation for amounts accrued during such eighteen (18) month period or any future period. 4.2 LIMITATION ON TYPES OF LOANS. If on or prior to the first day of any Interest Period for any Eurodollar Rate Borrowing: (a) Inability to Determine Eurodollar Rate. Administrative Agent determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period; or (b) Cost of Funds. Required Lenders determine (which determination shall be conclusive) and notify Administrative Agent that the Adjusted Eurodollar Rate will not adequately and fairly reflect the cost to the Lenders of funding Eurodollar Rate Borrowings for such Interest Period; then Administrative Agent shall give Borrowers prompt notice thereof specifying the relevant amounts or periods, and so long as such condition remains in effect, the Lenders shall be under no obligation to fund additional Eurodollar Rate Borrowings, continue Eurodollar Rate Borrowings, or to convert Base Rate Borrowings into Eurodollar Rate Borrowings, and Borrowers shall, on the last day(s) of the then current Interest Period(s) for the outstanding Eurodollar Rate Borrowings, either prepay such Borrowings or convert such Borrowings into Base Rate Borrowings in accordance with the terms of this Agreement. 4.3 ILLEGALITY. Notwithstanding any other provision of the Loan Documents, in the event that it becomes unlawful for any Lender or its Applicable Lending Office to make, maintain, or fund Eurodollar Rate Borrowings hereunder, then such Lender shall promptly notify Borrowers thereof and 30 ACS CREDIT AGREEMENT such Lender's obligation to make or continue Eurodollar Rate Borrowings and to convert other Base Rate Borrowings into Eurodollar Rate Borrowings shall be suspended until such time as such Lender may again make, maintain, and fund Eurodollar Rate Borrowings (in which case the provisions of SECTION 4.4 shall be applicable). 4.4 TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to fund Eurodollar Rate Borrowings or to continue, or to convert Base Rate Borrowings into Eurodollar Rate Borrowings, shall be suspended pursuant to SECTIONS 4.1, 4.2, or 4.3 hereof, such Lender's Eurodollar Rate Borrowings shall be automatically converted into Base Rate Borrowings on the last day(s) of the then current Interest Period(s) for Eurodollar Rate Borrowings (or, in the case of a conversion required by SECTION 4.3 hereof, on such earlier date as such Lender may specify to Borrowers with a copy to Administrative Agent) and, unless and until such Lender gives notice as provided below that the circumstances specified in SECTIONS 4.1, 4.2, or 4.3 hereof that gave rise to such conversion no longer exist: (a) to the extent that such Lender's Eurodollar Rate Borrowings have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender's Eurodollar Rate Borrowings shall be applied instead to its Base Rate Borrowings; and (b) all Borrowings that would otherwise be made or continued by such Lender as Eurodollar Rate Borrowings shall be made or continued instead as Base Rate Borrowings, and all Borrowings of such Lender that would otherwise be converted into Eurodollar Rate Borrowings shall be converted instead into (or shall remain as) Base Rate Borrowings. If such Lender gives notice to Borrowers (with a copy to Administrative Agent) that the circumstances specified in SECTIONS 4.1, 4.2, or 4.3 hereof that gave rise to the conversion of such Lender's Eurodollar Rate Borrowings pursuant to this SECTION 4.4 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Borrowings made by other Lenders are outstanding, such Lender's Base Rate Borrowings shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Borrowings, to the extent necessary so that, after giving effect thereto, all Eurodollar Rate Borrowings held by the Lenders and by such Lender are held pro rata (as to principal amounts, Types, and Interest Periods) in accordance with their respective Committed Sums. 4.5 COMPENSATION. Upon the request of any Lender, Borrowers shall pay to such Lender such amount or amounts as shall be sufficient (in the reasonable opinion of such Lender) to compensate it for any loss, cost, or expense (excluding loss of anticipated profits) incurred by it as a result of: (a) any payment, prepayment, or conversion of a Eurodollar Rate Borrowing for any reason (including, without limitation, the acceleration of the loan pursuant to SECTION 11.1) on a date other than the last day of the Interest Period for such Borrowing; or (b) any failure by Borrowers for any reason (including, without limitation, the failure of any condition precedent specified in SECTION 7.2 to be satisfied) to borrow, convert, continue, or prepay a Eurodollar Rate Borrowing on the date for such borrowing, conversion, continuation, or prepayment specified in the relevant Borrowing Notice, prepayment, continuation, or conversion under this Agreement. 4.6 TAXES. (a) General. Any and all payments by Borrowers to or for the account of any LC Issuer, Lender, or Administrative Agent hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes, excluding, 31 ACS CREDIT AGREEMENT in the case of each LC Issuer, Lender, and Administrative Agent, Taxes imposed on its income and franchise Taxes imposed on it by the jurisdiction under the laws of which such LC Issuer, Lender (or its Applicable Lending Office), or Administrative Agent (as the case may be) is organized, or any political subdivision thereof. If Borrowers shall be required by law to deduct any Taxes from or in respect of any sum payable under any Loan Document to any LC Issuer, Lender, or Administrative Agent, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this SECTION 4.6) such LC Issuer, Lender, or Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrowers shall make such deductions, (iii) Borrowers shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, and (iv) Borrowers shall furnish to Administrative Agent, at its address listed in SCHEDULE 2.1, the original or a certified copy of a receipt evidencing payment thereof. (b) Stamp and Documentary Taxes. In addition, Borrowers (jointly and severally) agree to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution or delivery of, or otherwise with respect to, any Loan Document (hereinafter referred to as "OTHER TAXES"). (c) Indemnification for Taxes. Borrowers (jointly and severally) agree to indemnify each LC Issuer, Lender, and Administrative Agent for the full amount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this SECTION 4.6) paid by such LC Issuer, Lender, or Administrative Agent (as the case may be) and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto. (d) Withholding Tax Forms. Each Lender organized under the Laws of a jurisdiction outside the United States, on or prior to the Closing Date in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by Borrowers or Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide Borrowers and Administrative Agent with (i) two duly completed copies of Internal Revenue Service Form W-BEN, W-8ECI, W-8IMY, W-9, or other applicable form, as the case may be, certifying in each case that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States, or certifying that such Lender is entitled to an exemption from or a reduced rate of tax on payment pursuant to the "portfolio interest" exception under section 871(h) or 881(c) of the Code, (ii) if applicable, a statement indicating that such Holder is entitled to the "portfolio interest" exception under Section 871(h) or 881(c)(3) of the Code, and (iii) any other governmental forms or certificates which are necessary or required under an applicable tax treaty or otherwise by Law to reduce or eliminate withholding tax, which has been reasonably requested by Borrowers or Administrative Agent. If an event (including without limitation any change in treaty, Law, or regulation) occurs after the date hereof which renders all such forms inapplicable or which would prevent any Lender from duly completing and delivering any such form with respect to it and such Lender advises Borrowers and Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, such Lender shall not be required to deliver such forms. 32 ACS CREDIT AGREEMENT (e) Failure to Provide Withholding Forms; Changes in Tax Laws. For any period with respect to which a Lender has failed to provide Borrowers and Administrative Agent with the appropriate form pursuant to SECTION 4.6(d) (unless such failure is due to a change in Law occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification under SECTION 4.6(a) or 4.6(b) with respect to Taxes imposed by the United States; provided, however, that should a Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, Borrowers shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes. (f) Change in Applicable Lending Office. If Borrowers are required to pay additional amounts to or for the account of any Lender pursuant to this SECTION 4.6, then such Lender will agree to use reasonable efforts to change the jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Lender, is not otherwise disadvantageous to such Lender. (g) Tax Payment Receipt. Within thirty (30) days after the date of any payment of Taxes, Borrowers shall furnish to Administrative Agent the original or a certified copy of a receipt evidencing such payment. (h) Survival. Without prejudice to the survival of any other agreement of Borrowers hereunder, the agreements and obligations of Borrowers contained in this SECTION 4.6 shall survive for eighteen (18) months after termination of the Revolver Commitment and the payment in full of the Obligation. 4.7 REMOVAL OF LENDERS. If (a) a Lender or a Participant requests compensation pursuant to SECTIONS 4.1 or 4.6 and the Required Lenders are not also doing the same, or (b) the obligation of a Lender to make Eurodollar Rate Borrowings or to continue, or to convert Borrowings into Eurodollar Rate Borrowings shall be suspended pursuant to SECTION 4.1 or SECTION 4.3, but the obligation of the Required Lenders shall not have been suspended under such Sections, Borrowers may either (i) demand that such Lender or Participant (the "AFFECTED LENDER"), and upon such demand the Affected Lender shall promptly, assign its Revolver Commitment and all of its Principal Debt to an Eligible Assignee subject to and in accordance with the provisions of SECTION 13.12(b) for a purchase price equal to the aggregate principal balance of Principal Debt then owing to the Affected Lender (together with any participation held by the Affected Lender in any Swing Line Principal Debt pursuant to SECTION 2.3(b) or in any LC and related reimbursement obligations under the LC Subfacility pursuant to SECTION 2.2(b)) plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender, and any amounts owing the Affected Lender under SECTION 4, or (ii) pay to the Affected Lender the aggregate principal balance of Principal Debt (together with any participation held by the Affected Lender in any Swing Line Loan pursuant to SECTION 2.3(b) or in any LC and related reimbursement obligations under the LC Subfacility pursuant to SECTION 2.2(b)) then owing to the Affected Lender plus any accrued but unpaid interest thereon, accrued but unpaid fees owing to the Affected Lender, and any amounts owing the Affected Lender under SECTION 4, whereupon the Affected Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents, subject to the survival of certain provisions as set forth in SECTION 13.13. Each of Administrative Agent and the Affected Lender shall reasonably cooperate in effectuating the replacement of an Affected Lender under this Section, but at no time shall Administrative Agent, the Affected Lender, or any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by Borrowers of the rights under this Section shall be at Borrowers' sole cost and expenses and at no cost or expense to Administrative Agent, the Affected Lender, or any of the other Lenders and shall not be available if any Default or Potential Default has occurred and is continuing. The 33 ACS CREDIT AGREEMENT terms of this Section shall not in any way limit Borrowers' obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to SECTION 4. SECTION 5 FEES. 5.1 TREATMENT OF FEES. Except as otherwise provided by Law, the fees described in this SECTION 5: (a) do not constitute compensation for the use, detention, or forbearance of money, (b) are in addition to, and not in lieu of, interest and expenses otherwise described in the Loan Documents, (c) shall be payable in accordance with SECTION 3.1(c), (d) shall be non-refundable, (e) shall, to the fullest extent permitted by Law, bear interest, if not paid when due, at the Default Rate, and (f) shall be calculated on the basis of actual number of days (including the first day but excluding the last day) elapsed, but computed as if each calendar year consisted of 360 days, unless such computation would result in interest being computed in excess of the Maximum Rate in which event such computation shall be made on the basis of a year of 365 or 366 days, as the case may be. 5.2 FEES OF ADMINISTRATIVE AGENT AND ARRANGER. Borrowers shall pay to Administrative Agent and Arranger, as the case may be, solely for their respective accounts, the fees described in that certain separate letter agreement dated as of August 7, 2002, between ACS, Administrative Agent, and Arranger. 5.3 FACILITY FEE. Borrowers shall pay to the Administrative Agent for the account of each Lender, in accordance with its Commitment Percentage, a facility fee (the "FACILITY FEE") equal to the Applicable Margin for Facility Fee (applied on a per diem basis) times the actual daily amount of the Revolver Commitment, regardless of usage (or if the Revolver Commitment has been terminated, such Lender's Pro Rata Part calculated on the Principal Debt). The Facility Fee shall accrue at all times from the Closing Date until the date the Principal Debt has been paid in full and the Revolver Commitment has been terminated and shall be due and payable on the 10th Business Day of each January, April, July, and October, commencing with the first such date to occur after the Closing Date, and ending on the date both the Principal Debt has been paid in full and the Revolver Commitment has been terminated for the amount accrued during the previous fiscal quarterly period. The Facility Fee shall be calculated for the amount accrued during the previous fiscal quarterly period, in accordance with SECTION 5.1(f), and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin for Facility Fees (on a per diem basis) separately for each period during such quarter that such Applicable Margin was in effect. The Facility Fee shall accrue at all times, including at any time during which one or more of the conditions in SECTION 7.2 is not met. 5.4 UTILIZATION FEE. Borrowers shall pay to the Administrative Agent for the account of each Lender, in accordance with its Commitment Percentage, a utilization fee (the "UTILIZATION FEE") equal to the Applicable Margin for Utilization Fee (applied on a per diem basis) times the actual daily aggregate Revolver Commitment Usage; provided that (i) on and after March __, 2003, but prior to the Termination Date, the Utilization Fee shall be payable only in respect of each day that such aggregate Revolver Commitment Usage exceeds 50% of the Revolver Commitment then in effect, and (ii) on and after the Termination Date, the Utilization Fee shall be payable only in respect of each day that such aggregate Revolver Commitment Usage exceeds 50% of the Revolver Commitment that was in existence on the Business Day immediately prior to the termination of the Revolver Commitment. The Utilization Fee shall be due and payable on the 10th Business Day of each January, April, July and October, commencing with the first such date to occur after the Closing Date, and ending on the date both the Principal Debt has been paid in full and the Revolver Commitment has been terminated for the amount accrued during the previous fiscal quarterly period. The Utilization Fee shall be calculated for the amount accrued during the previous fiscal quarterly period in accordance with SECTION 5.1(f), and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin for Utilization Fee (on a per diem basis) separately for each period during such quarter 34 ACS CREDIT AGREEMENT that such Applicable Margin was in effect. The Utilization Fee shall accrue at all times, including at any time during which one or more of the conditions in SECTION 7.2 is not met. 5.5 LC FEES. As an inducement for the issuance (including, without limitation, any extension) of each LC, Borrowers (jointly and severally) agree to pay: (a) To Administrative Agent, for the account of each Lender, according to each Lender's Commitment Percentage on the day the fee is payable, a LC issuance fee payable for the amount accrued during the previous fiscal quarterly period, on the 10th Business Day of each January, April, July, and October, and on the expiry date of the LC for the amount accrued during the previous fiscal quarterly period. The issuance fee for each LC or any extension thereof shall be in an amount equal to the product of (a) the Applicable Margin for Eurodollar Rate Borrowings in effect on the date of payment of such fee (calculated on a per annum basis) multiplied by (b) the average Dollar Equivalent of the stated amount of such LC during the period of determination. (b) To the applicable LC Issuer, solely for its individual account, and in addition to such LC Issuer's ratable portion of the LC issuance fees payable pursuant to SECTION 5.5(a), a fronting fee of 0.125% of the Dollar Equivalent of the face amount of such LC (or extensions thereof) payable on the date of issuance of any LC by such LC Issuer (or any extension thereof). In addition, Borrowers shall pay to the applicable LC Issuer, solely for its individual account, standard administrative charges for LC amendments. SECTION 6. SECURITY; GUARANTIES. 6.1 BORROWERS, GUARANTIES, AND FOREIGN STOCK PLEDGES. Borrowers agree that, at all times (subject to the grace periods set forth in the last sentence of this SECTION 6.1), the sum of: (a) the EBITDA of ACS, plus (b) the EBITDA of all then-existing Domestic Subsidiary Obligors, plus (c) the EBITDA of all Pledged Foreign Subsidiaries, plus (d) at the option of Borrowers as reflected on the most recent certificate demonstrating compliance with the Coverage Requirement, the EBITDA of any Included Foreign Subsidiaries, shall equal or exceed 65% of the consolidated EBITDA of the Companies (such requirement referred to herein as the "COVERAGE REQUIREMENT"). ACS shall, within the time periods required below, add a Domestic Subsidiary Obligor as a Guarantor or Borrower or deliver a Foreign Stock Pledge from a Domestic Subsidiary in order to satisfy the Coverage Requirement by complying with the conditions precedent set forth in SECTION 7.3. For purposes of the Coverage Requirement calculation, EBITDA shall be calculated (i) for the applicable Company on an unconsolidated basis without giving effect to the EBITDA of any Subsidiaries of such Company and (ii) based on the most recently ended Rolling Period for which Financial Statements have been delivered. If any Compliance Certificate delivered pursuant to SECTION 9.3 or any other certificate requested by Administrative Agent with respect to compliance with this SECTION 6.1 indicates that the Coverage Requirement is not satisfied, then Borrowers shall have up to (y) 20 days from the date of delivery of such Compliance Certificate or other certificate to add additional Borrowers or Guarantors or (z) 45 days to deliver additional Foreign Stock Pledges, such that after giving effect to such additional Borrowers, Guarantors, and Foreign Stock Pledges, the Coverage Requirement is satisfied. 6.2 RELEASE OF BORROWERS, GUARANTIES, AND COLLATERAL. Upon delivery of a proforma Compliance Certificate demonstrating and certifying to Administrative Agent that no Default or Potential Default exists or will exist immediately after (i) subtracting the EBITDA of any Borrower or Guarantor that is to be released, or any Pledged Foreign Subsidiary whose Stock is to be released, from the calculation of the Coverage Requirement and (ii) adding the EBITDA of any additional Borrowers or Guarantors being provided concurrently therewith, plus the EBITDA of any Foreign Subsidiaries whose Stock is pledged (and, at the option of the Borrowers, any Included Foreign Subsidiaries) concurrently 35 ACS CREDIT AGREEMENT therewith, Administrative Agent shall (and is hereby irrevocably authorized by Lenders to) execute a release of such Borrower from its obligations as a Borrower under the Loan Documents, including its obligation to pay the Obligation, such Guarantor from its Guaranty, and/or the Liens granted to Administrative Agent for the benefit of Lenders in the Stock of such Foreign Subsidiary (along with the termination of the related Foreign Stock Pledge) substantially in the forms of EXHIBITS G-1, G-2, and/or G-3, as applicable; provided that nothing herein shall permit Administrative Agent to release ACS as a Borrower without the consent of all Lenders; and provided further that Administrative Agent shall not be required to execute any such document other than such a release of such Borrowers, Liens, and Guaranties in substantially the forms attached hereto as EXHIBITS G-1, G-2, and/or G-3, as applicable. 6.3 CONTROL; LIMITATION OF RIGHTS. Notwithstanding anything herein or in any other Loan Document to the contrary, (a) the transactions contemplated hereby (i) do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of any Loan Party by Agents or Lenders, or control, affirmative or negative, direct or indirect, by Agents or Lenders over the management or any other aspect of the operation of any Loan Party, which ownership or control remains exclusively and at all times in the Loan Parties. SECTION 7 CONDITIONS PRECEDENT. 7.1 CONDITIONS PRECEDENT TO CLOSING. This Agreement shall not become effective, and Lenders shall not be obligated to make their initial extension of credit, unless Administrative Agent has received all of the agreements, documents, instruments, and other items described on SCHEDULE 7.1. Notwithstanding anything to the contrary contained herein, the Agreement shall be deemed effective upon the making of the initial extension of credit hereunder. 7.2 CONDITIONS PRECEDENT TO EACH BORROWING. Lenders will not be obligated to fund (as opposed to continue or convert) any Borrowing, and no LC Issuer will be obligated to issue any LC, as the case may be, unless on the date of such Borrowing or issuance (and after giving effect thereto), as the case may be: (a) Administrative Agent (and LC Issuer, if applicable) shall have timely received therefor a Borrowing Notice or a LC Request (together with the applicable LC Agreement), as the case may be; (b) Administrative Agent and the applicable LC Issuer shall have received, as applicable, the LC fees provided for in SECTION 5.5 hereof; (c) all of the representations and warranties of any Company set forth in the Loan Documents are true and correct in all material respects (except to the extent that (i) the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions expressly contemplated or permitted by the Loan Documents); (d) no Default or Potential Default shall have occurred and be continuing; and (e) the funding of such Borrowings and issuance of such LC, as the case may be, is permitted by Law. Each Borrowing Notice and LC Request delivered to Administrative Agent (or LC Issuers, as applicable) shall constitute the representation and warranty by Borrowers to Administrative Agent (or LC Issuers, as applicable) that, as of the Borrowing Date or the date of issuance of the requested LC, as the case may be, the statements above are true and correct in all respects. Each condition precedent in this Agreement is material to the transactions contemplated in this Agreement, and time is of the essence in respect of each thereof. Subject to the prior written approval of Required Lenders (or as otherwise set forth in SECTIONS 2.2(c) or 2.3(b)), Lenders may fund any Borrowing, and LC Issuers may issue any LC, without all conditions being satisfied, but, to the extent permitted by Law, the same shall not be deemed to be a waiver of the requirement that each such condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Required Lenders specifically waive each such item in writing. 7.3 CONDITIONS PRECEDENT TO ADDITIONAL BORROWERS, GUARANTORS, OR FOREIGN STOCK PLEDGES. No Person shall become a Borrower or Guarantor, and no Pledgor shall deliver a Foreign Stock Pledge until such Person shall have satisfied the conditions and delivered, or caused to be delivered, to Administrative Agent, all documents and certificates set forth on SCHEDULE 7.3. All documentation 36 ACS CREDIT AGREEMENT delivered and satisfaction of conditions pursuant to the requirements of SECTION 7.3 must be reasonably satisfactory to Administrative Agent; provided, however that upon the delivery to Administrative Agent of all documents and certificates set forth on SCHEDULE 7.3 with respect to each such Person, the Borrowers shall be deemed to have complied with SECTION 6.2; and provided further that Borrowers agree to promptly address any reasonable requests made by Administrative Agent or Required Lenders concerning any such documents and certificates. SECTION 8 REPRESENTATIONS AND WARRANTIES. Each Company represents and warrants to Administrative Agent and Lenders as follows: 8.1 PURPOSE OF CREDIT FACILITY. Borrowers will use (or will advance such proceeds to their Subsidiaries to so use) all proceeds of Borrowings for one or more of the following: (a) to repay the Debt existing under the Existing Credit Agreements and pay the related costs and expenses; (b) to finance Acquisitions; (c) for working capital of the Companies; and (d) for general corporate purposes; provided that, on the Closing Date the proceeds of Borrowings will not be used to back-stop commercial paper. No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U. No part of the proceeds of any Borrowing will be used, directly or indirectly, for a purpose which violates any Law, including, without limitation, the provisions of Regulation T, U, or X (as enacted by the Board of Governors of the Federal Reserve System, as amended). 8.2 EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS. Each Company is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization. Except where not a Material Adverse Event, each Company is duly qualified to transact business and is in good standing in each jurisdiction where the nature and extent of its business and properties require the same. Except where not a Material Adverse Event, each Company possesses all the Authorizations necessary or required in the conduct of its respective business(es), and the same are valid, binding, enforceable, and subsisting without any defaults thereunder or enforceable adverse limitations thereon and are not subject to any proceedings or claims opposing the issuance, development, or use thereof or contesting the validity thereof. No Authorization which has not been obtained is required by reason of or in connection with the execution and performance of the Loan Documents by the Loan Parties. 8.3 SUBSIDIARIES; CAPITAL STOCK. All of the outstanding shares of Stock of each Company are duly authorized, validly issued, fully paid, and nonassessable and are owned free and clear of any Liens, restrictions, claims, or Rights of another Person, other than Permitted Liens, and none of such shares owned by any Company which is subject to a Foreign Stock Pledge is subject to any restriction on transfer thereof except for restrictions imposed by applicable securities Laws and general corporate Laws. 8.4 AUTHORIZATION AND CONTRAVENTION. The execution and delivery by each Loan Party of each Loan Document to which it is a party and the performance by such Loan Party of its obligations thereunder (a) are within the organizational power of such Loan Party; (b) will have been duly authorized by all necessary organizational action on the part of such Loan Party when such Loan Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document), (d) will not violate any provision of the Constituent Documents of such Loan Party, (e) except where not a Material Adverse Event, will not violate any provision of Law applicable to it, (f) except where not a Material Adverse Event, will not violate any Material Agreements to which it is a party, and (g) will not result in the creation or imposition of any Lien on any asset of any Loan Party, other than Permitted Liens. 8.5 BINDING EFFECT. Upon execution and delivery by all parties thereto, each Loan Document will constitute a legal, valid, and binding obligation of each Loan Party party thereto, 37 ACS CREDIT AGREEMENT enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and general principles of equity. 8.6 FINANCIAL STATEMENTS. The Current Financials were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Companies as of, and for the portion of the fiscal year ending on, the date or dates thereof (subject only to normal year-end audit adjustments for interim statements). There were no material liabilities, direct or indirect, fixed or contingent, of the Companies as of the date or dates of the Current Financials which are required under GAAP to be reflected therein or in the notes thereto, and are not so reflected. Except for transactions directly related to, specifically contemplated by, or expressly permitted by, the Loan Documents, and except where not a Material Adverse Event, (a) there have been no changes in the consolidated financial condition of the Companies from that shown in the Current Financials after the date of such Current Financials, and (b) no Company has incurred any liability (including, without limitation, any liability under any Environmental Law), direct or indirect, fixed or contingent, after such date. 8.7 LITIGATION, CLAIMS, INVESTIGATIONS. Except as disclosed on SCHEDULE 8.7 and where not a Material Adverse Event, no Company is subject to, or aware of the threat of, any Litigation which is reasonably likely to be determined adversely to any Company. Except where not a Material Adverse Event, there are no formal complaints, suits, claims, investigations, or proceedings initiated at or by any Governmental Authority pending or (to the knowledge of ACS) threatened by or against any Company, nor any judgments, decrees, or orders of any Governmental Authority outstanding against any Loan Party or any Subsidiary thereof. 8.8 TAXES. All Tax returns of each Company required to be filed have been filed (or extensions have been granted) prior to delinquency, except for any such returns for which the failure to so file is not a Material Adverse Event, and all Taxes imposed upon each Company which are due and payable have been paid prior to delinquency, other than Taxes for which the criteria for Permitted Liens (as specified in SECTION 9.13(b)(VI)) have been satisfied or for which nonpayment thereof is not a Material Adverse Event. 8.9 ENVIRONMENTAL MATTERS. No Company (a) knows of any environmental condition or circumstance, such as the presence or Release of any Hazardous Substance, on any property presently or previously owned by any Company that is a Material Adverse Event, (b) knows of any violation by any Company of any Environmental Law, except for such violations that are not a Material Adverse Event, or (c) knows that any Company is under any obligation to remedy any violation of any Environmental Law, except for such obligations that are not a Material Adverse Event; provided, however, that except where not a Material Adverse Event, each Company (x) to the best of its knowledge, has in full force and effect all Environmental Permits, licenses, and approvals required to conduct its operations and is operating in substantial compliance thereunder, and (y) has taken prudent steps to determine that its properties and operations are not in violation of any Environmental Law. 8.10 EMPLOYEE BENEFIT PLANS. (a) No Employee Plan has incurred an "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code) which is a Material Adverse Event, (b) no Company or ERISA Affiliate thereof has incurred liability to the PBGC or with respect to an Employee Plan, which liability is currently due and remains unpaid under Title IV of ERISA and which is a Material Adverse Event, (c) each Employee Plan subject to ERISA and the Code complies in all respects, both in form and operation, with ERISA and the Code, except for such non-compliance that is not a Material Adverse Event, (d) no ERISA Event has occurred or is reasonably expected to occur with respect to any Employee Plan or Multiemployer Plan which is a Material Adverse Event, (e) the present value of all accrued benefits under each Employee Plan (based on actuarial assumptions used for funding purposes in the most recent actuarial valuation prepared by the Employee Plan's actuary with 38 ACS CREDIT AGREEMENT respect to such Employee Plan) did not, as of the last annual actuarial valuation date for such Employee Plan, exceed the then-current value of the assets of such Employee Plan except for such an excess that is not a Material Adverse Event, and (f) the present value of accrued benefits under each Employee Plan (based on PBGC actuarial assumptions used for plan termination), does not exceed the value of the assets of such Employee Plan by more than $25,000,000. 8.11 PROPERTIES; LIENS. Except where not a Material Adverse Event, each Company has good and marketable title to all its property reflected on the Current Financials, except as otherwise permitted by the Loan Documents. Except for Permitted Liens, there is no Lien on any property of any Company. 8.12 GOVERNMENT REGULATIONS. No Company is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended, or any other Law (other than Regulations T, U, and X of the Board of Governors of the Federal Reserve System) which regulates the incurrence of Debt. 8.13 INTELLECTUAL PROPERTY. Except where not a Material Adverse Event, each Company owns or has sufficient and legally enforceable Rights to use all material licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications, and trade names necessary to continue to conduct its businesses as heretofore conducted by it, now conducted by it, and now proposed to be conducted by it. Each Company is conducting its business without infringement or claim of infringement of any license, patent, copyright, service mark, trademark, trade name, trade secret, or other intellectual property right of others, other than any such infringements or claims which, if successfully asserted against or determined adversely to any Company, is not a Material Adverse Event. No infringement or claim of infringement by others of any material license, patent, copyright, service mark, trademark, trade name, trade secret, or other intellectual property of any Company exists, except where such Company is actively prosecuting to cease such infringement or such infringement (if it continued unabated) is not a Material Adverse Event. 8.14 COMPLIANCE WITH LAWS. No Company is in violation of any Laws (including, without limitation, Environmental Laws) other than such violations which are not a Material Adverse Event. No Company has received notice alleging any noncompliance with any Laws, except for such noncompliance which no longer exists, or which is not a Material Adverse Event. 8.15 REGULATION U. "Margin Stock" (as defined in Regulation U) constitutes less than 25% of those assets of the Companies, which are subject to any limitation on sale, pledge, or other restrictions hereunder. 8.16 FULL DISCLOSURE. No representation or warranty of any Loan Party contained in this Agreement (including any Schedule furnished in connection herewith) contains any untrue statement of a material fact. No other document, certificate, or written statement furnished to Administrative Agent or any Lender by or on behalf of any Loan Party for use in connection with the transactions contemplated in this Agreement, taken as a whole with other documents, certificates, or written statements furnished contemporaneously therewith, contains any untrue statement of fact or omits to state a material fact (known to such Loan Party in the case of any documents not furnished by it) necessary in order to make the statements contained therein not misleading in light of the circumstances under which the same were made. 8.17 NO DEFAULT. No Default or Potential Default exists or will arise as a result of the execution of the Loan Documents or of any Borrowing hereunder. 8.18 CONTINGENT "EARN-OUT" PAYMENTS. SCHEDULE 8.18 (as supplemented and modified in writing from time to time to reflect any changes to such Schedule as a result of transactions permitted by 39 ACS CREDIT AGREEMENT the Loan Documents) describes all material contractual agreements entered into by any Company to make contingent ("earn-out") payments based on the financial performance of any Company or its Subsidiaries. For purposes of this SECTION 8.18, such transactions are "material" if they require any Company to pay over the course of such transactions, more than $25,000,000 with respect to any individual transaction. SECTION 9 COVENANTS. Each Loan Party covenants and agrees (and agrees to cause its Subsidiaries and, with respect to SECTION 9.10, its ERISA Affiliates) to perform, observe, and comply with each of the following covenants applicable to such Person, from the Closing Date and so long thereafter as Lenders are committed to fund Borrowings and any LC Issuer is committed to issue LCs under this Agreement and thereafter until the payment in full of the Principal Debt (and termination of outstanding LCs, if any) and payment in full of any other Obligation then due and owing, unless Borrowers receive a prior written consent to the contrary by Administrative Agent as authorized by Required Lenders: 9.1 USE OF PROCEEDS. Borrowers shall use (and shall cause each other Company to use) the proceeds of Borrowings only for the purposes represented herein. 9.2 BOOKS AND RECORDS. The Companies shall maintain books, records, and accounts necessary to prepare financial statements in accordance with GAAP. 9.3 ITEMS TO BE FURNISHED. ACS shall cause the following to be furnished to Administrative Agent for delivery to Lenders: (a) Promptly after preparation, and no later than 90 days after the last day of each fiscal year of ACS, Financial Statements showing the consolidated financial condition and results of operations calculated for the Companies, as of, and for the year ended on, such day, accompanied by: (i) the unqualified opinion of a firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of the Companies; and (ii) a Compliance Certificate. (b) Promptly after preparation, and no later than 45 days after the last day of each of the first three fiscal quarters of ACS each year, Financial Statements showing the consolidated financial condition and results of operations calculated for the Companies for such fiscal quarter and for the period from the beginning of the then-current fiscal year to, such last day, accompanied by a Compliance Certificate. (c) Notice, promptly after any Company knows or has reason to know of (i) the existence and status of any Litigation, any order or judgment for the payment of money, or any warrant of attachment, sequestration, or similar proceeding against the assets of any Company which is a Material Adverse Event, (ii) any matter that could result in a Material Adverse Event, (iii) a Default or Potential Default specifying the nature thereof and what action any Company has taken, is taking, or proposes to take with respect thereto, (iv) any federal, state, or local Law limiting or controlling the operations of any Company which has been issued or adopted hereafter and which is a Material Adverse Event, (v) the receipt by any Company of notice of any violation or alleged violation of any Environmental Law or Environmental Permit or any Environmental Liability or potential Environmental Liability, which violation or liability or alleged violation or 40 ACS CREDIT AGREEMENT liability is a Material Adverse Event, (vi) any public announcement by Moody's or S&P of any change in a Debt Rating, or (vii) the occurrence of an ERISA Event or the incurrence of any liability by any Company or ERISA Affiliate with respect to any ERISA Event, in either case which is a Material Adverse Event, specifying the nature thereof and what action such Company or ERISA Affiliate has taken, is taking, or proposes to take with respect thereto. (d) Promptly upon receipt thereof, copies of (A) all notices from the PBGC terminating or appointing a trustee for any Employee Plan, (B) all notices of termination or reorganization from any sponsor of a Multiemployer Plan, (C) all notices from any sponsor of a Multiemployer Plan imposing withdrawal liability on any Company or ERISA Affiliate thereof, and (D) all notices from the PBGC regarding a potential Reportable Event or a request for information to assess the impact of any proposed transaction of any Company or ERISA Affiliate thereof. (e) Promptly after filing, true, correct, and complete copies of all material reports or filings filed by or on behalf of any Company to the Securities and Exchange Commission (including each Form 10-K, Form 10-Q, and Form 8-K filed by or on behalf of any Company), and, if requested by Administrative Agent any other Governmental Authority. (f) Promptly upon request therefor by Administrative Agent or Lenders, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of the Companies, and such opinions, certifications, and documents, in addition to those mentioned in this Agreement, as reasonably requested. 9.4 INSPECTIONS. Upon reasonable notice, the Companies shall allow Administrative Agent or any Lender (or their respective Representatives) to inspect any of their properties, to review reports, files, and other records and to make and take away copies thereof, to conduct tests or investigations, and to discuss any of their respective affairs, conditions, and finances with other creditors, directors, officers, employees, other representatives, and independent accountants of the Companies, from time to time, during reasonable business hours. 9.5 TAXES. Except where not a Material Adverse Event, each Company shall promptly pay when due any and all Taxes other than Taxes the applicability, amount, or validity of which is being contested in good faith by lawful proceedings diligently conducted, and against which reserve or other provision required by GAAP has been made or is otherwise permitted hereunder. 9.6 PAYMENT OF OBLIGATIONS. Borrowers shall pay the Obligation in accordance with the terms and provisions of the Loan Documents. Borrowers shall be jointly and severally liable for the Obligation. Except where not a Material Adverse Event, each Company shall promptly pay (or renew and extend) all of its material obligations as the same become due (unless such obligations [other than the Obligation] are being contested in good faith by appropriate proceedings and against which reserves or other provision required by GAAP has been made). Notwithstanding anything to the contrary contained in this Agreement or any other agreement or instrument executed in connection with the payment of any of the Obligation, the amount of the Obligation for which any Borrower (other than ACS) is liable shall be limited to an aggregate amount equal to the largest amount that would not render such Borrower's obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any applicable state Law. 9.7 MAINTENANCE OF EXISTENCE, ASSETS, AND BUSINESS. Except as otherwise permitted by SECTION 9.21, each Company shall at all times: (a) maintain its existence and good standing in the jurisdiction of its organization and its authority to transact business in all other jurisdictions where the 41 ACS CREDIT AGREEMENT failure to so maintain its existence, good standing, or authority to transact business is a Material Adverse Event; (b) maintain all licenses, permits, and franchises necessary for its business where the failure to so maintain is a Material Adverse Event; and (c) keep all of its assets which are useful in and necessary to its business in good working order and condition (ordinary wear and tear excepted) and make all necessary repairs thereto and replacements thereof except where the failure to so maintain is a Material Adverse Event. 9.8 INSURANCE. The Companies shall, at their cost and expense, maintain with financially sound, responsible, and reputable insurance companies or associations insurance covering its properties and business against such risks, in such amounts, and with no greater risk retention as are customarily maintained, insured, or retained by companies of established repute engaged in the same or similar business as such Company. Upon the request of Administrative Agent, ACS will furnish to Lenders information presented in reasonable detail as to the insurance so carried. 9.9 PRESERVATION AND PROTECTION OF RIGHTS. Each Loan Party shall perform such acts and duly authorize, execute, acknowledge, deliver, file, and record any additional agreements, documents, instruments, and certificates as Administrative Agent or Required Lenders may reasonably deem necessary or appropriate in order to preserve and protect the Rights of Administrative Agent and Lenders under any Loan Document. 9.10 EMPLOYEE BENEFIT PLANS. Except where not a Material Adverse Event, no Loan Party shall permit any of the events or circumstances described in SECTION 8.10 to exist or occur. 9.11 ENVIRONMENTAL LAWS. Each Company shall (a) conduct its business so as to comply with all applicable Environmental Laws except to the extent noncompliance does not constitute a Material Adverse Event and (b) promptly investigate and remediate any known Release or threatened Release of any Hazardous Substance on any property owned by any Loan Party or at any facility operated by any Loan Party to the extent and degree necessary to comply with Law and to assure that any Release or threatened Release does not result in a substantial endangerment to human health or the environment except to the extent, in each case, that the failure to do so would not be a Material Adverse Event. 9.12 DEBT AND GUARANTIES. (a) No Loan Party shall permit any of its Domestic Subsidiaries that are not Domestic Subsidiary Obligors to, directly or indirectly, create, incur, or suffer to exist any Debt, other than: (i) Debt owed to another Company and (ii) other Debt, so long as on any date of determination, such other Debt of all such Domestic Subsidiaries in the aggregate (without duplication) does not exceed 7 1/2% of Net Worth on such date; and (b) No Loan Party shall permit any of its Foreign Subsidiaries to, directly or indirectly, create, incur, or suffer to exist any Debt, other than: so long as on any date of determination (i) if no Foreign Stock Pledge has been delivered in order to satisfy the requirements of SECTION 6.1, the Debt of all Foreign Subsidiaries in the aggregate (without duplication and excluding Debt owed to another Company) does not exceed 20% of the Net Worth on such date, or (ii) if any Foreign Stock Pledge has been delivered in order to satisfy the requirements of SECTION 6.1, the Debt of all Foreign Subsidiaries in the aggregate (without duplication and excluding Debt owed to another Company) does not exceed 10% of Net Worth on such date. 9.13 LIENS. No Company will, directly or indirectly, (a) enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits any Company (other than Domestic 42 ACS CREDIT AGREEMENT Subsidiaries that are not Domestic Subsidiary Obligors and Foreign Subsidiaries that are not (i) Pledged Foreign Subsidiaries or (ii) Included Foreign Subsidiaries) from creating or incurring any Lien on any of its assets, other than (x) the Loan Documents, (y) customary provisions in leases restricting the assignment thereof, and (z) the agreements evidencing Liens permitted by CLAUSES (b)(iv) through (x) below, so long as such prohibitions extend solely to the property or assets covered by such Liens, or (b) create, incur, or suffer or permit to be created or incurred or to exist any Lien upon any of its assets, except: (i) Liens securing the Obligation; (ii) Pledges or deposits made to secure payment of worker's compensation, or to participate in any fund in connection with worker's compensation, unemployment insurance, pensions, or other social security programs, but expressly excluding any Liens in favor of the PBGC or otherwise under ERISA the existence of which is not a Material Adverse Event; (iii) Good-faith pledges, Liens, or deposits made to secure performance of bids, tenders, insurance or other contracts (other than for the repayment of borrowed money), or leases, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise in the ordinary course of business; (iv) Encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question in the operation of its business, and none of which is violated by existing or proposed structures or land use, in any case which is a Material Adverse Event; (v) Liens of landlords or of mortgagees of landlords on fixtures and movable tangible property located on premises leased in the ordinary course of business; (vi) (x) claims and Liens for Taxes; (y) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute of the merits; and (z) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like Liens; so long as (A) the validity or amount thereof is being contested in good faith and by appropriate and lawful proceedings diligently conducted, reserve or other appropriate provisions (if any) required by GAAP shall have been made, and levy and execution thereon have been stayed and continue to be stayed, or (B) the existence thereof is not a Material Adverse Event; (vii) Liens existing on the Closing Date and Liens securing Capital Leases and purchase money obligations (together with any renewal, extension, amendment, or modification of any such Lien) so long as (w) in the case of existing Liens, such Liens shall never extend to any assets other than the assets subject to such Liens on the Closing Date, (x) in the case of existing Liens, the total-principal amount secured by those Liens never exceeds the greater of either the total-principal amount secured as of the Closing Date, (y) in the case of Liens securing Capital Leases, those Liens never cover any assets except the assets subject to the specific Capital Lease, and (z) in the case of Liens securing purchase money obligations, those Liens never cover any assets except the assets purchased or financed by such obligations; 43 ACS CREDIT AGREEMENT (viii) Liens on the accounts receivable to the extent permitted by SECTION 9.20; (ix) Liens assumed in connection with any Acquisition, which Liens are in existence at the time of such Acquisition, not created in contemplation of such Acquisition, and do not cover any assets other than the assets acquired pursuant to such Acquisition; provided that such assumed Liens are released and terminated within ninety (90) days following the effective date of such Acquisition (or such Lien is otherwise permitted under any other clause of this SECTION 9.13(b)); and (x) Other Liens not otherwise permitted by this SECTION 9.13(b), so long as on any date of determination, the Debt secured by such Liens does not exceed 1% of the book value of the assets of the Companies in the aggregate. 9.14 TRANSACTIONS WITH AFFILIATES. No Company shall (a) enter into any material transaction with any of its Affiliates (excluding transactions among or between Companies and transactions permitted under SECTION 9.20), other than transactions in the ordinary course of business and upon fair and reasonable terms which have been approved by a majority of the respective Company's Board of Directors that are disinterested in such transaction, or (b) pay any salaries or other compensation, consulting fees, or management fees or other like payments to any of its Affiliates, other than in the ordinary course of business for services rendered. 9.15 COMPLIANCE WITH LAWS AND DOCUMENTS. No Company shall violate the provisions of any Laws (including, without limitation, Environmental Laws, Environmental Permits, ERISA, and OSHA) applicable to it, or any Material Agreement to which it is a party, if such violation is a Material Adverse Event; no Company shall violate the provisions of its Constituent Documents, or modify, repeal, replace, or amend any provision of its Constituent Documents in a manner that would not allow a Loan Party to fulfill its obligations under the Loan Documents. 9.16 ACCOUNTING METHODS. No Company will change its method of accounting, other than immaterial changes in methods or as permitted by GAAP. 9.17 GOVERNMENT REGULATIONS. No Company will conduct its business in such a way that it will become subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended, or any other Law (other than Regulations T, U, and X of the Board of Governors of the Federal Reserve System) which regulates the incurrence of Debt. 9.18 RESTRICTIONS ON SUBSIDIARIES. No Loan Party shall enter into or permit to exist any material arrangement or agreement which directly or indirectly prohibits any such Loan Party from (a) declaring, making, or paying, directly or indirectly, any Distribution to any other Loan Party, (b) paying any Debt owed by a Loan Party to any other Loan Party, (c) making loans, advances, or investments to any other Loan Party, or (d) transferring any of its property or assets to any other Loan Party; provided that the foregoing shall not apply to restrictions or conditions (i) imposed by Law, (ii) imposed by any Loan Document, and (iii) customarily contained in agreements relating to the sale of any Loan Party pending the sale of such Loan Party, so long as such restrictions and conditions apply only to the Loan Party that is to be sold and such sale is not prohibited by the Loan Documents. 9.19 SALE OF ASSETS. The Companies (taken as a whole) shall not sell, assign, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or substantially all (determined on a consolidated basis with respect to ACS and all of its Subsidiaries) of their businesses or assets, including the Stock of their Subsidiaries other than to other Companies. 44 ACS CREDIT AGREEMENT 9.20 ACCOUNTS RECEIVABLE FINANCING. No Company may sell, securitize, or otherwise transfer or encumber accounts receivable resulting in funding aggregating more than $200,000,000 at any one time outstanding (such amount referred to herein as the "RECEIVABLES FINANCING AMOUNT"). 9.21 MERGERS AND DISSOLUTIONS. No Loan Party or Material Subsidiary will, directly or indirectly, merge or consolidate with any Person, other than (a) as a result of an Acquisition or (b) with or into another Company, provided that in any such merger or consolidation involving ACS, ACS is the surviving corporation. Neither ACS nor any Subsidiary shall liquidate, wind up, or dissolve (or suffer any liquidation or dissolution), other than (i) liquidations, wind ups, or dissolutions incident to mergers permitted under this SECTION 9.21 and (ii) other liquidations, wind ups, or dissolutions of the Companies (other than ACS) so long as no Default or Potential Default exists or arises as a result therefrom after giving effect to the addition of Borrowers, Guarantors, or Foreign Stock Pledges added concurrently with such actions pursuant to SECTIONS 6.1 or 6.2. 9.22 FINANCIAL COVENANTS. As calculated on a consolidated basis for the Companies: (a) Leverage Ratio. Borrowers shall never permit the Leverage Ratio to be greater than 2.75 to 1.00. (b) Fixed Charge Coverage Ratio. Borrowers shall never permit the Fixed Charge Coverage Ratio to be less than 1.50 to 1.00. (c) Net Worth. Borrowers shall never permit the Net Worth (determined as of the last day of each fiscal quarter of ACS) to be less than the sum of (i) $1,571,565,000, plus (ii) 75% of the Companies' cumulative net income (after giving effect to any minority interests and without deduction for losses) commencing with the fiscal quarter ending September 30, 2002, plus (iii) 50% of the gross proceeds of any Equity Issuance (including changes in Net Worth due to any conversions of Debt to Stock of any Company). 9.23 ACQUISITIONS . No Company shall consummate any Acquisition if any Default or Potential Default exists or arises as a result therefrom. SECTION 10 DEFAULT. The term "DEFAULT" means the occurrence of any one or more of the following events: 10.1 PAYMENT OF OBLIGATION. The failure or refusal of any Loan Party to pay (a) Principal Debt when the same becomes due (whether by its terms, by acceleration, or as otherwise provided in the Loan Documents); (b) interest, fees, or any other part of the Obligation within five days after the same becomes due and payable in accordance with the Loan Documents; or (c) the indemnifications and reimbursement obligations provided for in the Loan Documents after demand therefor. 10.2 COVENANTS. The failure or refusal of any Borrower (and, if applicable, any other Loan Party) to punctually and properly perform, observe, and comply with: (a) Any covenant, agreement, or condition contained in SECTIONS 6.1, 9.1, 9.3, 9.4, 9.10, 9.12, 9.13, and 9.19 through 9.22; and (b) Any other covenant, agreement, or condition contained in any Loan Document (other than the covenants to pay the Obligation set forth in SECTION 10.1 and the covenants in SECTION 10.2(a)), and such failure or refusal continues for 20 days. 45 ACS CREDIT AGREEMENT 10.3 DEBTOR RELIEF. (a) Any Borrower or any Material Subsidiary that is a Guarantor or whose Stock is pledged pursuant to any Loan Document (i) shall not be Solvent or (ii) fails to pay its Debts generally as they become due or (b) any Borrower or any Material Subsidiary, (i) voluntarily seeks, consents to, or acquiesces in the benefit of any Debtor Relief Law, other than as a creditor or claimant, or (ii) becomes a party to or is made the subject of any proceeding provided for by any Debtor Relief Law, other than as a creditor or claimant (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). 10.4 JUDGMENTS AND ATTACHMENTS. Where it is a Material Adverse Event, any Company fails, within 60 days after entry thereof, to pay, bond, or otherwise discharge (a) any judgment or order for the payment of money or (b) any warrant of attachment, sequestration, or similar proceeding against any of its respective assets, each of which is not stayed on appeal. 10.5 GOVERNMENT ACTION. Where it is a Material Adverse Event (a) a final non-appealable order is issued by any Governmental Authority, including, but not limited to, the United States Justice Department, seeking to cause any Company to divest a significant portion of its assets pursuant to any antitrust, restraint of trade, unfair competition, industry regulation, or similar Laws, or (b) any Governmental Authority shall condemn, seize, or otherwise appropriate, or take custody or control of all or any substantial portion of the assets of any Company. 10.6 MISREPRESENTATION. Any representation or warranty made herein or in any Loan Document shall at any time prove to have been incorrect in any material respect when made. 10.7 CHANGE OF CONTROL. With respect to ACS, an event or series of events by which: (a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) (other than Darwin Deason, the Deason International Trust, or any Person controlled by Darwin Deason or the Deason International Trust) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a Person shall be deemed to have "beneficial ownership" of all Stock that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of fifty percent (50%) or more of the Stock of ACS; or (b) during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of ACS cease to be composed of individuals (i) who were members of such board or equivalent governing body on the first (1st) day of such period, (ii) whose election or nomination to such board or equivalent governing body was approved by individuals referred to in CLAUSE (i) above constituting at the time of such election or nomination at least a majority of such board or equivalent governing body, or (iii) whose election or nomination to such board or other equivalent governing body was approved by individuals referred to in CLAUSES (i) and (ii) above constituting at the time of such election or nomination at least a majority of such board or equivalent governing body; provided that, in determining compliance with this SECTION 10.7(b), any "independent directors" elected or appointed to the board of directors or other equivalent governing body of ACS pursuant to and in compliance with the rules (whether existing on the date hereof or promulgated thereafter) of (x) the New York Stock Exchange, (y) any other stock exchange on which the Stock of ACS is traded, or (z) the Securities and Exchange Commission shall not be considered in determining a majority of the board or equivalent governing body. 10.8 DEFAULT UNDER OTHER DEBT AND AGREEMENTS. (a) In respect of any Debt of any Company (individually or collectively), any default or other event or condition occurs or exists (other than a mandatory prepayment as a result of a disposition of assets or the issuance of equity or debt) beyond the applicable grace or cure period the effect of which is to cause or to permit any holder of (or trustee with respect to) that Debt to cause, whether or not it elects to cause, any of that Debt to become due (whether by acceleration, redemption, or otherwise) before its stated maturity or regularly scheduled 46 ACS CREDIT AGREEMENT payment dates, which default, event, or condition is a Material Adverse Event; or (b) any default or other event or condition occurs or exists with respect to any Debt of any Company (individually or collectively) in excess of $50,000,000 and such Debt is accelerated or a mandatory redemption arises as a result thereof. 10.9 EMPLOYEE BENEFIT PLANS. (a) Any Company or ERISA Affiliate shall fail to pay when due an amount or amounts for which it is liable under Title IV of ERISA to the extent that the failure to pay is a Material Adverse Event; or (b) an ERISA Event shall occur or exist with respect to any Employee Plan or Multiemployer Plan, and as a result of such ERISA Event and all other ERISA Events then-existing, the aggregate liabilities incurred (or in the reasonable judgment of Required Lenders, likely to be incurred) of the Companies and the ERISA Affiliates to any Employee Plan, Multiemployer Plan, or the PBGC (or any combination thereof) shall constitute a Material Adverse Event. 10.11 VALIDITY AND ENFORCEABILITY OF LOAN DOCUMENTS. Any Loan Document shall, at any time after its execution and delivery and for any reason, cease to be in full force and effect in any material respect or be declared to be null and void (other than in accordance with the terms hereof or thereof) or the validity or enforceability thereof be contested by any Company party thereto or any Company shall deny in writing that it has any or any further liability or obligations under any Loan Document to which it is a party. SECTION 11 RIGHTS AND REMEDIES. 11.1 REMEDIES UPON DEFAULT. (a) Debtor Relief. If a Default exists under SECTION 10.3(b)(i) or 10.3(b)(ii) with respect to any Borrower or any Material Subsidiary which is a Guarantor, the commitment to extend credit hereunder shall automatically terminate and the entire unpaid balance of the Obligation shall automatically become due and payable without any action or notice of any kind whatsoever, and Borrowers (jointly and severally) shall be required to provide cash collateral in an amount equal to 100% of the Dollar Equivalent of the LC Exposure then existing in accordance with SECTION 2.2(g). (b) Other Defaults. If any Default exists, Administrative Agent may (and, subject to the terms of SECTION 12, shall upon the request of Required Lenders) or Required Lenders may, do any one or more of the following: (i) if the maturity of the Obligation has not already been accelerated under SECTION 11.1(a), declare the entire unpaid balance of the Obligation, or any part thereof, immediately due and payable, whereupon it shall be due and payable; (ii) terminate the commitments of Lenders to extend credit hereunder; (iii) reduce any claim to judgment; (iv) to the extent permitted by Law, exercise (or request each Lender to, and each Lender shall be entitled to, exercise) the Rights of offset or banker's Lien against the interest of each Loan Party in and to every account and other property of any Loan Party which is in the possession of Administrative Agent or any Lender to the extent of the full amount of the Obligation (to the extent permitted by Law, each Loan Party being deemed directly obligated to each Lender in the full amount of the Obligation for such purposes); (v) if cash collateral is not already required to be provided under SECTION 11.1(a), demand Borrowers to provide cash collateral in an amount equal to 100% of the LC Exposure then existing in accordance with SECTION 2.2(g); and (vi) exercise any and all other legal or equitable Rights afforded by the Loan Documents, the Laws of the State of New York, or any other applicable jurisdiction as Administrative Agent or Required Lenders (as the case may be) shall deem appropriate, or otherwise, including, but not limited to, the Right to bring suit or other proceedings before any Governmental Authority either for specific performance of any covenant or condition contained in any of the Loan Documents or in aid of 47 ACS CREDIT AGREEMENT the exercise of any Right granted to Administrative Agent or any Lender in any of the Loan Documents. 11.2 COMPANY WAIVERS; NO RELEASE. To the extent permitted by Law, the Loan Parties hereby waive presentment and demand for payment, protest, notice of intention to accelerate, notice of acceleration, and notice of protest and nonpayment, and agree that their respective liability with respect to the Obligation (or any part thereof) shall not be affected by any renewal or extension in the time of payment of the Obligation (or any part thereof), by any indulgence, or by any release or change in any security for the payment of the Obligation (or any part thereof). No Borrower's obligations under the Loan Documents may be released, diminished, or affected by the occurrence of any one or more of the following events: (a) any full or partial release of the liability of any other obligor on the Obligation, including, without limitation, any release of any other Borrower as contemplated by SECTION 6.2, except for any final release resulting from payment in full of such Obligation; (b) the insolvency, bankruptcy, or lack of corporate or partnership power of any other obligor at any time liable for any of the Obligation, whether now existing or occurring in the future; (c) the unenforceability of any of the Obligation 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; or (d) any payment of the Obligation to Administrative Agent or any Lender is held to constitute a preference under any Debtor Relief Law or for any other reason Administrative Agent or any Lender is required to refund that payment or make payment to someone else (and in each such instance each Guaranty will be reinstated in an amount equal to that payment). 11.3 PERFORMANCE BY ADMINISTRATIVE AGENT. If any covenant, duty, or agreement of any Company is not performed in accordance with the terms of the Loan Documents, after the occurrence and during the continuance of a Default, Administrative Agent may, at its option (but subject to the approval of Required Lenders), perform or attempt to perform such covenant, duty, or agreement on behalf of such Company. In such event, any reasonable amount expended by Administrative Agent in such performance or attempted performance shall be payable by the Loan Parties, jointly and severally, to Administrative Agent on demand, shall become part of the Obligation, and shall bear interest at the Default Rate from the date of such expenditure by Administrative Agent until paid. Notwithstanding the foregoing, it is expressly understood that Administrative Agent does not assume, and shall never have, except by its express written consent, any liability or responsibility for the performance of any covenant, duty, or agreement of any Company. 11.4 DELEGATION OF DUTIES AND RIGHTS. Lenders may perform any of their duties or exercise any of their Rights under the Loan Documents by or through their respective Representatives. 11.5 NOT IN CONTROL. Nothing in any Loan Document shall, or shall be deemed to (a) give any Agent or any Lender the Right to exercise control over the assets (including real property), affairs, or management of any Company, (b) preclude or interfere with compliance by any Company with any Law, or (c) require any act or omission by any Company that may be harmful to Persons or property. The Agents and the Lenders have no fiduciary relationship with or fiduciary duty to any Company arising out of or in connection with the Loan Documents, and the relationship between the Agents and the Lenders, on the one hand, and Companies, on the other hand, in connection with the Loan Documents is solely that of debtor and creditor. The power of the Agents and Lenders under the Loan Documents is limited to the Rights provided in the Loan Documents, which Rights exist solely to assure payment and performance of the Obligation and may be exercised in a manner calculated by the Agents and Lenders in their respective good faith business judgment. 11.6 COURSE OF DEALING. The acceptance by Administrative Agent or Lenders at any time and from time to time of partial payment on the Obligation shall not be deemed to be a waiver of any Default then existing. No waiver by Administrative Agent, Required Lenders, or Lenders of any Default shall be 48 ACS CREDIT AGREEMENT deemed to be a waiver of any other then-existing or subsequent Default. No delay or omission by Administrative Agent, Required Lenders, or Lenders in exercising any Right under the Loan Documents shall impair such Right or be construed as a waiver thereof or any acquiescence therein, nor shall any single or partial exercise of any such Right preclude other or further exercise thereof, or the exercise of any other Right under the Loan Documents or otherwise. 11.7 CUMULATIVE RIGHTS. All Rights available to Administrative Agent and Lenders under the Loan Documents are cumulative of and in addition to all other Rights granted to Administrative Agent and Lenders at Law or in equity, whether or not the Obligation is due and payable and whether or not Administrative Agent or Lenders have instituted any suit for collection, foreclosure, or other action in connection with the Loan Documents. 11.8 APPLICATION OF PROCEEDS. Any and all proceeds ever received by Administrative Agent or Lenders from the exercise of any Rights pertaining to the Obligation shall be applied to the Obligation in the order and manner set forth in SECTION 3.12. 11.9 CERTAIN PROCEEDINGS. Each Loan Party will promptly execute and deliver, or cause the execution and delivery of, after receipt of request therefor in accordance with the terms hereof, all applications, certificates, instruments, registration statements, and all other documents and papers Administrative Agent or Lenders may reasonably request in connection with the obtaining of any consent, approval, registration (other than securities Law registration), qualification, permit, license, or Authorization of any Governmental Authority or other Person necessary or appropriate for the effective exercise of any Rights under the Loan Documents. Because the Loan Parties agree that Administrative Agent's and Lenders' remedies at Law for failure of the Loan Parties to comply with the provisions of this Section would be inadequate and that such failure would not be adequately compensable in damages, the Loan Parties agree that the covenants of this Section may be specifically enforced. 11.10 EXPENDITURES BY LENDERS. Borrowers shall promptly pay within fifteen (15) Business Days after receipt of an invoice or other statement of notice (a) all reasonable costs, fees, and expenses paid or incurred by Administrative Agent and Arranger, incident to any Loan Document (including, but not limited to, the reasonable fees and expenses of counsel to Administrative Agent and Arranger and the allocated cost of internal counsel in connection with the negotiation, preparation, delivery, execution, coordination and administration of the Loan Documents and any related amendment, waiver, or consent) and (b) all reasonable costs and expenses of Lenders and Administrative Agent incurred by Administrative Agent or any Lender in connection with the enforcement of the obligations of any Loan Party arising under the Loan Documents (including, without limitation, costs and expenses incurred in connection with any workout or bankruptcy) or the exercise of any Rights arising under the Loan Documents (including, but not limited to, reasonable attorneys' fees including allocated cost of internal counsel, court costs and other costs of collection), all of which shall be a part of the Obligation and shall bear interest at the Default Rate from the date due until the date repaid. 11.11 INDEMNIFICATION. EACH BORROWER AND EACH OTHER LOAN PARTY (BY EXECUTION OF SUPPLEMENTAL AGREEMENTS TO THE LOAN DOCUMENTS, A GUARANTY, OR COLLATERAL DOCUMENTS) AGREES, JOINTLY AND SEVERALLY, TO INDEMNIFY AND HOLD HARMLESS EACH AGENT, ARRANGER, LC ISSUER, AND EACH LENDER AND EACH OF THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LIABILITIES), COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR 49 ACS CREDIT AGREEMENT PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE BORROWINGS (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY), EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 11.11 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY ANY BORROWER, ITS DIRECTORS, SHAREHOLDERS, OR CREDITORS, OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. EACH BORROWER AND EACH OTHER LOAN PARTY (BY EXECUTION OF SUPPLEMENTAL AGREEMENTS TO THE LOAN DOCUMENTS, A GUARANTY, OR COLLATERAL DOCUMENTS) AGREES NOT TO ASSERT ANY CLAIM AGAINST ANY INDEMNIFIED PARTY ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE BORROWINGS. WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE COMPANIES HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE LOAN PARTIES CONTAINED IN THIS SECTION 11.11 SHALL SURVIVE THE PAYMENT IN FULL OF THE BORROWINGS AND ALL OTHER AMOUNTS PAYABLE UNDER THE LOAN DOCUMENTS AND THE TERMINATION OF THE REVOLVER COMMITMENT. SECTION 12 AGREEMENT AMONG LENDERS. 12.1 ADMINISTRATIVE AGENT; LC ISSUERS. (a) Appointment of Administrative Agent. Each Lender hereby appoints Wells Fargo Bank Texas, National Association (and Wells Fargo Bank Texas, National Association hereby accepts such appointment) as its nominee and agent, in its name and on its behalf: (i) to act as nominee for and on behalf of such Lender in and under all Loan Documents; (ii) to arrange the means whereby the funds of Lenders are to be made available to Borrowers under the Loan Documents; (iii) to take such action as may be requested by any Lender under the Loan Documents (when such Lender is entitled to make such request under the Loan Documents and after such requesting Lender has obtained the concurrence of such other Lenders as may be required under the Loan Documents); (iv) to receive all documents and items to be furnished to Lenders under the Loan Documents; (v) to timely distribute, and Administrative Agent agrees to so distribute, to each Lender all material information, requests, documents, and items received from Borrowers under the Loan Documents; (vi) to promptly distribute to each Lender its Pro Rata Part of each payment or prepayment (whether voluntary, as proceeds of collateral upon or after foreclosure, or otherwise) in accordance with the terms of the Loan Documents; (vii) to deliver to the appropriate Persons requests, demands, approvals, and consents received from Lenders; and (viii) to execute, on behalf of Lenders, such releases or other documents or instruments as are permitted by the Loan Documents or as directed by Lenders from time to time; provided, however, Administrative Agent shall not be required to take any action which exposes Administrative Agent to personal liability or which is contrary to the Loan Documents or applicable Law. (b) Actions of LC Issuers. Each LC Issuer shall act on behalf of the Lenders with respect to any LC issued by it and the documents associated therewith, and the LC Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this SECTION 12 with respect to any acts taken or omissions suffered by such LC Issuer in connection with LCs 50 ACS CREDIT AGREEMENT issued by it or proposed to be issued by it and the LC Agreements pertaining to such LCs as fully as if the term "Administrative Agent" as used in this SECTION 12 included the LC Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the LC Issuer. (c) Resignation of Administrative Agent. Successor Administrative Agents. Administrative Agent may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to Lenders and may be removed as Administrative Agent under the Loan Documents at any time with cause by Required Lenders; provided that any such resignation by Wells Fargo shall also constitute its resignation as the Swing Line Lender and a LC Issuer. Should the initial or any successor Administrative Agent ever cease to be a party hereto or should the initial or any successor Administrative Agent ever resign or be removed as Administrative Agent, then Required Lenders shall elect the successor Administrative Agent from among the Lenders (other than the resigning Administrative Agent), with the consent of ACS (not unreasonably withheld), provided no Default or Potential Default has occurred and is continuing. If no successor Administrative Agent shall have been so appointed by Required Lenders and consented to by ACS as provided hereinabove, within 30 days after the retiring Administrative Agent's giving of notice of resignation or Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of Lenders, with the consent of ACS (not unreasonably withheld), provided no Default or Potential Default has occurred and is continuing, appoint a successor Administrative Agent, which shall be a commercial bank having a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent under the Loan Documents by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the Rights of the retiring Administrative Agent and Swing Line Lender, and the respective terms "Administrative Agent" and "Swing Line Lender" shall mean such successor administrative agent and swing line lender, and the retiring Administrative Agent and Swing Line Lender shall be discharged from its duties and obligations of Administrative Agent under the Loan Documents, and each Lender shall execute such documents as any Lender may reasonably request to reflect such change in and under the Loan Documents. After any retiring Administrative Agent's resignation or removal as Administrative Agent under the Loan Documents, the provisions of this SECTION 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. (d) Administrative Agent as a Lender; Non-Fiduciary. Administrative Agent, in its capacity as a Lender, shall have the same Rights under the Loan Documents as any other Lender and may exercise the same as though it were not acting as Administrative Agent; the term "Lender" shall, unless the context otherwise indicates, include Administrative Agent and any LC Issuer hereunder; and any resignation or removal of Administrative Agent hereunder shall not impair or otherwise affect any Rights which it has or may have in its capacity as an individual Lender. Each Lender and each Loan Party agrees that Administrative Agent is not a fiduciary for Lenders or for the Companies but simply is acting in the capacity described herein to alleviate administrative burdens for both the Companies and Lenders, that Administrative Agent has no duties or responsibilities to Lenders or the Companies except those expressly set forth herein, and that Administrative Agent in its capacity as a Lender has all Rights of any other Lender. (e) Other Activities of Administrative Agent. Administrative Agent and its Affiliates may now or hereafter be engaged in one or more loan, letter of credit, leasing, or other financing transactions with any Company, act as trustee or depositary for any Company, or otherwise be engaged in other transactions with any Company (collectively, the "OTHER ACTIVITIES") not the subject of the Loan Documents. Without limiting the Rights of Lenders specifically set forth in the Loan Documents, Administrative Agent and its Affiliates shall not be 51 ACS CREDIT AGREEMENT responsible to account to Lenders for such other activities, and no Lender shall have any interest in any other activities, any present or future guaranties by or for the account of any Company which are not contemplated or included in the Loan Documents, any present or future offset exercised by Administrative Agent and its Affiliates in respect of such other activities, any present or future property taken as security for any such other activities, or any property now or hereafter in the possession or control of Administrative Agent or its Affiliates which may be or become security for the obligations of Loan Parties arising under the Loan Documents by reason of the general description of indebtedness secured or of property contained in any other agreements, documents, or instruments related to any such other activities; provided that, if any payments in respect of such guaranties or such property or the proceeds thereof shall be applied to reduction of the Obligation arising under the Loan Documents, then each Lender shall be entitled to share in such application on a Pro Rata basis. 12.2 EXPENSES. Upon demand by Administrative Agent, each Lender shall pay its Pro Rata Part of any reasonable expenses (including, without limitation, court costs, reasonable attorneys' fees, and other costs of collection) incurred by Administrative Agent in connection with any of the Loan Documents if and to the extent Administrative Agent does not receive reimbursement therefor from other sources within 60 days after incurred; provided that, each Lender shall be entitled to receive its Pro Rata Part of any reimbursement for such expenses, or part thereof, which Administrative Agent subsequently receives from such other sources. 12.3 PROPORTIONATE ABSORPTION OF LOSSES. Except as otherwise provided in the Loan Documents, nothing in the Loan Documents shall be deemed to give any Lender any advantage over any other Lender insofar as the Obligation arising under the Loan Documents is concerned, or to relieve any Lender from absorbing its ratable portion of any losses sustained with respect to the Obligation (except to the extent such losses result from unilateral actions or inactions of any Lender that are not made in accordance with the terms and provisions of the Loan Documents). 12.4 DELEGATION OF DUTIES; RELIANCE. Administrative Agent may perform any of its duties or exercise any of its Rights under the Loan Documents by or through its Representatives. Administrative Agent and its Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram, telex or teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinions of counsel selected by Administrative Agent, (b) be entitled to deem and treat each Lender as the owner and holder of the Obligation owed to such Lender for all purposes until, subject to SECTION 13.12, written notice of the assignment or transfer thereof shall have been given to and received by Administrative Agent (and any request, authorization, consent, or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of the Obligation owed to such Lender or portion thereof until such notice is given and received), (c) not be deemed to have notice of the occurrence of a Default or Potential Default unless a responsible officer of Administrative Agent, who handles matters associated with the Loan Documents and transactions thereunder, has received written notice from a Lender or Borrowers and stating that such notice is a "Notice of Default," and (d) be entitled to consult with legal counsel (including counsel for any Company), independent accountants, and other experts selected by Administrative Agent and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. 12.5 LIMITATION OF LIABILITY. (a) General. None of the Agents or any of their respective Representatives shall be liable for any action taken or omitted to be taken by it or them under the Loan Documents in good faith and reasonably believed by it or them to be within the discretion or power conferred upon it 52 ACS CREDIT AGREEMENT or them by the Loan Documents or be responsible for the consequences of any error of judgment, except for fraud, gross negligence, or willful misconduct; and none of the Agents or any of their respective Representatives has a fiduciary relationship with any Lender by virtue of the Loan Documents (provided that, nothing herein shall negate the obligation of Administrative Agent to account for funds received by it for the account of any Lender). (b) Non-Discretionary Actions; Indemnification. Unless indemnified to its satisfaction against loss, cost, liability, and expense, neither Administrative Agent nor any other Agent shall be compelled to do any act under the Loan Documents or to take any action toward the execution or enforcement of the powers thereby created or to prosecute or defend any suit in respect of the Loan Documents. If Administrative Agent requests instructions from Lenders or Required Lenders, as the case may be, with respect to any act or action (including, but not limited to, any failure to act) in connection with any Loan Document, Administrative Agent shall be entitled (but shall not be required) to refrain (without incurring any liability to any Person by so refraining) from such act or action unless and until it has received such instructions. Except where action of Required Lenders or all Lenders is required in the Loan Documents, Administrative Agent may act hereunder in its own discretion without requesting instructions. In no event, however, shall Administrative Agent or any of its respective Representatives be required to take any action which it or they determine could incur for it or them criminal or onerous civil liability. Without limiting the generality of the foregoing, no Lender shall have any right of action against Administrative Agent as a result of Administrative Agent's acting or refraining from acting hereunder in accordance with the instructions of Required Lenders (or all Lenders if required in the Loan Documents). (c) Independent Credit Decision. Neither Administrative Agent nor any other Agent or LC Issuer shall be responsible in any manner to any Lender or any Participant for, and each Lender represents and warrants that it has not relied upon Administrative Agent, any other Agent, or any LC Issuer in respect of, (i) the creditworthiness of any Loan Party and the risks involved to such Lender, (ii) the effectiveness, enforceability, genuineness, validity, or the due execution of any Loan Document, (iii) any representation, warranty, document, certificate, report, or statement made therein or furnished thereunder or in connection therewith, (iv) the existence, priority, or perfection of any Lien hereafter granted or purported to be granted under any Loan Document, or (v) observation of or compliance with any of the terms, covenants, or conditions of any Loan Document on the part of any Loan Party. Each Lender agrees to indemnify Administrative Agent and each LC Issuer and their respective Representatives and hold them harmless from and against (but limited to such Lender's Pro Rata Part of) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses, and reasonable disbursements of any kind or nature whatsoever which may be imposed on, asserted against, or incurred by them in any way relating to or arising out of the Loan Documents or any action taken or omitted by them under the Loan Documents (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF ADMINISTRATIVE AGENT, ANY LC ISSUER, OR THEIR REPRESENTATIVES), to the extent Administrative Agent, LC Issuer, and their respective Representatives are not reimbursed for such amounts by any Loan Party (provided that, Administrative Agent, any LC Issuer, and their respective Representatives shall not have the right to be indemnified hereunder for its or their own fraud, gross negligence, or willful misconduct). 12.6 DEFAULT; COLLATERAL. (a) Upon the occurrence and continuance of a Default, Lenders agree to promptly confer in order that Required Lenders or Lenders, as the case may be, may agree upon a course of action for the enforcement of the Rights of Lenders; and Administrative Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) 53 ACS CREDIT AGREEMENT unless and until Administrative Agent shall have received instructions from Required Lenders. All Rights of action under the Loan Documents and all Rights to the Collateral, if any, hereunder may be enforced by Administrative Agent and any suit or proceeding instituted by Administrative Agent in furtherance of such enforcement shall be brought in its name as Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of Lenders subject to the expenses of Administrative Agent. In actions with respect to any property of the Loan Parties, Administrative Agent is acting for the ratable benefit of each Lender. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of the Loan Parties to the Obligation shall be construed as being for the ratable benefit of each Lender. (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding relative to any Loan Party, Administrative Agent (irrespective of whether any Principal Debt or LC Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Principal Debt and interest due thereon, LC Exposure, and all other Obligation that is owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements, and advances of the Lenders and Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under SECTIONS 5 and 11.10) allowed in such judicial proceeding; and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements, and advances of Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under SECTIONS 5 and 11.10. Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment, or composition affecting the Obligation or the Rights of any Lender or to authorize Administrative Agent to vote in respect of the claim of any Lender in any such proceeding. (c) Each Lender authorizes and directs Administrative Agent to enter into the Foreign Stock Pledges for the benefit of the Lenders. Except to the extent unanimity is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. 54 ACS CREDIT AGREEMENT (d) Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Foreign Stock Pledges which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Foreign Stock Pledges. (e) Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected, or insured or has been encumbered or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to Administrative Agent in this SECTION 12.6 or in any Foreign Stock Pledge; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent's own interest in the Collateral as one of the Lenders and that Administrative Agent shall have no duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (f) Lenders hereby irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent upon any Collateral: (i) upon termination of the Revolver Commitment and payment and satisfaction of the Obligation; (ii) upon the sale, transfer, or disposition of Collateral which is expressly permitted pursuant to the Loan Documents; (iii) as contemplated in SECTION 6.2; or (iv) if approved, authorized, or ratified in writing by all necessary Lenders. Upon request by Administrative Agent at any time, Lenders will confirm in writing Administrative Agent's authority to release particular types or items of Collateral pursuant to this SECTION 12.6. (g) In furtherance of the authorizations set forth in this SECTION 12.6, each Lender hereby irrevocably appoints Administrative Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender, (i) to enter into Foreign Stock Pledges (including, without limitation, any appointments of substitute trustees under any Foreign Stock Pledge), (ii) to take action with respect to the Collateral and Foreign Stock Pledges to perfect, maintain, and preserve Lenders' Liens, and (iii) to execute instruments of release or to take other action necessary to release Liens upon any Collateral to the extent authorized in PARAGRAPH (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to Administrative Agent's power, as attorney, relative to the Collateral matters described in this SECTION 12.6. The powers and authorities herein conferred on Administrative Agent may be exercised by Administrative Agent through any Person who, at the time of the execution of a particular instrument, is an officer of Administrative Agent. The power of attorney conferred by this SECTION 12.6(g) is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligation, or any part thereof, shall remain unpaid or Lenders are obligated to make any Borrowings under the Loan Documents. 12.7 LIMITATION OF LIABILITY. To the extent permitted by Law, (a) neither Administrative Agent nor any other Agent (acting in their respective agent capacities) shall incur any liability to any other Lender, Agent, or Participant except for acts or omissions resulting from its own fraud, gross negligence or willful misconduct, and (b) neither Administrative Agent nor any other Agent, Lender, or Participant shall incur any liability to any other Person for any act or omission of any other Lender, Agent, or Participant. 55 ACS CREDIT AGREEMENT 12.8 RELATIONSHIP OF LENDERS. Nothing herein shall be construed as creating a partnership or joint venture among Agents and Lenders. 12.9 BENEFITS OF AGREEMENT. None of the provisions of this SECTION 12 shall inure to the benefit of any Company or any other Person other than Lenders; consequently, no Company or any other Person shall be entitled to rely upon, or to raise as a defense, in any manner whatsoever, the failure of any Agent or any Lender to comply with such provisions. 12.10 AGENTS. None of the Lenders identified in this Agreement as a "Co-Syndication Agent," "Co-Documentation Agent," or "Senior Managing Agent" shall have any Rights, powers, obligations, liabilities, responsibilities, or duties under the Loan Documents other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified as a "Co-Syndication Agent," "Co-Documentation Agent," or "Senior Managing Agent" shall have or be deemed to have any fiduciary relationship with any Lender. Any Lender that is a "Co-Syndication Agent," "Co-Documentation Agent," or "Senior Managing Agent," may voluntarily relinquish its title by giving written notice thereof to Administrative Agent and Borrowers. Upon such relinquishments, a successor "Co-Syndication Agent," "Co-Documentation Agent," or "Senior Managing Agent" may be appointed upon the mutual agreement of Borrowers and Administrative Agent. 12.11 OBLIGATIONS SEVERAL. The obligations of Lenders hereunder are several, and each Lender hereunder shall not be responsible for the obligations of the other Lenders hereunder, nor will the failure of one Lender to perform any of its obligations hereunder relieve the other Lenders from the performance of their respective obligations hereunder. SECTION 13 MISCELLANEOUS. 13.1 HEADINGS. The headings, captions, and arrangements used in any of the Loan Documents are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify, or modify the terms of the Loan Documents, nor affect the meaning thereof. 13.2 NONBUSINESS DAYS. In any case where any payment or action is due under any Loan Document on a day which is not a Business Day, such payment or action may be delayed until the next-succeeding Business Day, but interest and fees shall continue to accrue in respect of any payment to which it is applicable until such payment is in fact made; provided that, if, in the case of any such payment in respect of a Eurodollar Rate Borrowing, the next-succeeding Business Day is in the next calendar month, then such payment shall be made on the next-preceding Business Day. 13.3 COMMUNICATIONS; FACSIMILE COPIES. (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to CLAUSE (c) below) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: (i) if to Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for Administrative Agent on SCHEDULE 2.1 or to such other address, facsimile number, electronic mail address, or telephone number as shall be designated by such party in a notice to the other parties; 56 ACS CREDIT AGREEMENT (ii) if to Borrowers or any other Loan Party, the address set forth by such Person's signature on the signature page of this Agreement or the Guaranty or Foreign Stock Pledge (as applicable) to which such other Loan Party is a party or to such other address, facsimile number, electronic mail address, or telephone number as shall be designated by such party in a notice to Administrative Agent; and (iii) if to any other Lender, to the address, facsimile number, electronic mail address, or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of CLAUSE (c) below), when delivered; provided, however, that notices and other communications to Administrative Agent, any LC Issuer, and the Swing Line Lender pursuant to SECTION 2 shall not be effective until actually received by such Person. In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder. (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, Administrative Agent, and the Lenders. Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature. (c) Limited Use of Electronic Mail. Electronic mail and Internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information as provided in SECTION 9.3, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose. 13.4 FORM AND NUMBER OF DOCUMENTS. Each agreement, document, instrument, or other writing to be furnished under any provision of the Loan Documents must be in form and substance and in such number of counterparts as may be reasonably satisfactory to Administrative Agent and its counsel. 13.5 SURVIVAL. All covenants, agreements, undertakings, representations, and warranties made in any of the Loan Documents shall survive all closings under the Loan Documents and, except as otherwise indicated, shall not be affected by any investigation made by any party. All rights of, and provisions relating to, reimbursement and indemnification of Administrative Agent, any Agent, or any Lender (and any other provision of the Loan Documents that expressly provides for such survival) shall survive termination of this Agreement and payment in full of the Obligation. 13.6 GOVERNING LAW. THE LOAN DOCUMENTS HAVE BEEN ENTERED INTO PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK (EXCEPT TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION GOVERN THE CREATION, PERFECTION, VALIDITY, OR ENFORCEMENT OF LIENS UNDER THE FOREIGN STOCK PLEDGES OR TO THE EXTENT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT), AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA 57 ACS CREDIT AGREEMENT SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THE LOAN DOCUMENTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 13.7 INVALID PROVISIONS. If any provision in any Loan Document is held to be illegal, invalid, or unenforceable, such provision shall be fully severable; the appropriate Loan Document shall be construed and enforced as if such provision had never comprised a part thereof; and the remaining provisions thereof shall remain in full force and effect and shall not be affected by such provision or by its severance therefrom. Administrative Agent, Lenders, and each Loan Party party to such Loan Document agree to negotiate, in good faith, the terms of a replacement provision as similar to the severed provision as may be possible and be legal, valid, and enforceable. 13.8 ENTIRETY. THE RIGHTS AND OBLIGATIONS OF EACH LOAN PARTY, LENDERS, AND AGENTS SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS. THIS AGREEMENT (AS AMENDED IN WRITING FROM TIME TO TIME) AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY ANY LOAN PARTY, ANY LENDER, AND/OR ANY AGENT, (TOGETHER WITH ALL COMMITMENT LETTERS AND FEE LETTERS AS THEY RELATE TO THE PAYMENT OF FEES AFTER THE CLOSING DATE) REPRESENT THE FINAL AGREEMENT BETWEEN THE LOAN PARTIES, LENDERS, AND AGENTS, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES. 13.9 JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. EACH PARTY HERETO (INCLUDING EACH BORROWER AND EACH OTHER LOAN PARTY BY EXECUTION OF SUPPLEMENTAL AGREEMENTS TO THE LOAN DOCUMENTS, A GUARANTY, OR A FOREIGN STOCK PLEDGE), IN EACH CASE FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, HEREBY (A) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE (PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE STATE OF NEW YORK, AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE LOAN DOCUMENTS AND THE OBLIGATION BY SERVICE OF PROCESS AS PROVIDED BY NEW YORK LAW, (B) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITH THE LOAN DOCUMENTS AND THE OBLIGATION BROUGHT IN ANY SUCH COURT, (C) IRREVOCABLY WAIVES ANY CLAIMS THAT ANY LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (D) AGREES TO DESIGNATE AND MAINTAIN AN AGENT FOR SERVICE OF PROCESS IN NEW YORK IN CONNECTION WITH ANY SUCH LITIGATION AND TO DELIVER TO ADMINISTRATIVE AGENT EVIDENCE THEREOF, IF REQUESTED; PROVIDED, HOWEVER, THAT THIS CLAUSE (D) IS LIMITED TO THE LOAN PARTIES, (E) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH LITIGATION BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS SET FORTH HEREIN, (F) IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING AGAINST ANY PARTY HERETO ARISING OUT OF OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE OBLIGATION MAY BE BROUGHT IN ONE OF THE AFOREMENTIONED COURTS, AND (G) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Loan Parties and each other party to the Loan Documents acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into 58 ACS CREDIT AGREEMENT a business relationship, that each has already relied on this waiver in entering into the Loan Documents, and each will continue to rely on each of such waivers in related future dealings. The Loan Parties and each other party to the Loan Documents warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.9 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENT. In the event of Litigation, this Agreement may be filed as a written consent to a trial by the court. 13.10 AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS. (a) Except as otherwise specifically provided, (i) this Agreement may only be amended, modified, or waived by an instrument in writing executed jointly by Borrowers and Required Lenders, and, in the case of any matter affecting Administrative Agent (except removal of Administrative Agent as provided in SECTION 12) by Administrative Agent, and, in the case of any matter affecting LC Issuers by LC Issuers, and may only be supplemented by documents delivered or to be delivered in accordance with the express terms hereof, and (ii) the other Loan Documents may only be the subject of an amendment, modification, or waiver if Borrowers and Required Lenders, and, in the case of any matter affecting Administrative Agent (except as set forth above), Administrative Agent, have approved same. (b) Any amendment to or consent or waiver under any Loan Document which purports to accomplish any of the following must be by an instrument in writing executed by Borrowers and executed (or approved, as the case may be) by each Lender affected thereby, and, in the case of any matter affecting Administrative Agent, by Administrative Agent: (i) postpones or delays any date fixed by the Loan Documents for any payment or mandatory prepayment of all or any part of the Obligation payable to such Lender or Administrative Agent; (ii) reduces the interest rate or decreases the amount of any payment of principal, interest, fees, or other sums payable to Administrative Agent or any such Lender hereunder (except such reductions as are contemplated by this Agreement); (iii) changes the definitions of "REQUIRED LENDERS", "PRO RATA", OR "PRO RATA PART"; (iv) changes the order of application of any payment or prepayment set forth in SECTIONS 3.3 and 3.12 in any manner that materially affects such Lender or Administrative Agent; (v) except as otherwise permitted by any Loan Document, waives compliance with, amends, or releases all or substantially all of the Guaranties or the Collateral or releases ACS as a Borrower hereunder; (vi) increases the Maximum Revolver Commitment; or (vii) changes this CLAUSE (b) or any other matter specifically requiring the consent of all Lenders hereunder. (c) Any amendment to increase any Lender's Committed Sum pursuant to SECTION 2.4 or otherwise or to add any new Lender pursuant to SECTION 2.4 or otherwise shall be executed by Borrowers and the particular existing or new Lender. (d) Any conflict or ambiguity between the terms and provisions of this Agreement and terms and provisions in any other Loan Document shall be controlled by the terms and provisions herein. (e) No course of dealing nor any failure or delay by Administrative Agent, any Lender, or any of their respective Representatives with respect to exercising any Right of Administrative Agent or any Lender hereunder shall operate as a waiver thereof. A waiver must be in writing and signed by Administrative Agent and Required Lenders (or by all Lenders, if 59 ACS CREDIT AGREEMENT required hereunder) to be effective, and such waiver will be effective only in the specific instance and for the specific purpose for which it is given. 13.11 MULTIPLE COUNTERPARTS. The Loan Documents may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes and all of which constitute, collectively, one agreement; but, in making proof of any Loan Document, it shall not be necessary to produce or account for more than one such counterpart. It is not necessary that each Lender execute the same counterpart so long as identical counterparts are executed by each Borrower, each Lender, and Administrative Agent. This Agreement shall become effective when counterparts hereof shall have been executed and delivered to Administrative Agent by each Lender, Administrative Agent, and each Borrower, or, when Administrative Agent shall have received telecopied, telexed, or other evidence satisfactory to it that such party has executed and is delivering to Administrative Agent a counterpart hereof. 13.12 SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS. (a) This Agreement shall be binding upon, and inure to the benefit of the parties hereto and their respective successors and assigns, except that (i) no Borrower may, directly or indirectly, assign or transfer, or attempt to assign or transfer, any of its Rights, duties, or obligations under any Loan Documents without the express written consent of all Lenders, and (ii) except as permitted under this Section, no Lender may transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Obligation. (b) Each Lender may assign to one or more Eligible Assignees all or a portion of its Rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Borrowings and its Notes -- to the extent any Principal Debt owed to such assigning Lender is evidenced by a Note or Notes); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) except in the case of an assignment to another Lender or an Affiliate of Lender, or in the case of an assignment of all of a Lender's Rights and obligations under the Loan Documents, any such partial assignment under the Revolver Facility shall not be less than $5,000,000 (unless Administrative Agent and, unless a Default or Potential Default has occurred and is continuing, ACS consents thereto (in their sole discretion) in writing which may be evidenced by their acceptance and execution of the related Assignment and Acceptance Agreement), provided that, no partial assignment (including any assignment among Lenders) may result in any Lender holding less than $5,000,000. (iii) each such assignment by a Lender shall be of a proportionate part of all of the assigning Lender's Rights and obligations under this Agreement and the Notes (to the extent any Principal Debt owed to such assigning Lender is evidenced by a Note or Notes); (iv) the parties to such assignment shall execute and deliver to Administrative Agent for its acceptance an Assignment and Acceptance Agreement in the form of EXHIBIT E hereto ("ASSIGNMENT AND ACCEPTANCE"), together with any Notes (to the extent any Principal Debt owed to such assigning Lender is evidenced by a Note or Notes) subject to such assignment and a processing fee of $3,500 (which fee shall be payable by the parties to such Assignment and Acceptance and is not part of the Obligation), including, without limitation, any assignment between Lenders; and 60 ACS CREDIT AGREEMENT (v) so long as any Lender is an Agent under this Agreement, such Lender (or an Affiliate of such Lender) shall retain an economic interest in the Loan Documents, will not assign all of its Rights, duties, or obligations under the Loan Documents, except to an Affiliate of such Lender, and will not enter into any Assignment and Acceptance that would have the effect of such Lender assigning all of its Rights, duties, or obligations under the Loan Documents to any Person other than an Affiliate of such Lender unless such Agent has relinquished such title in accordance with SECTION 12.1 (with respect to Administrative Agent) or SECTION 12.10 (with respect to the other Agents). Upon execution, delivery, and acceptance of such Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, Rights, and benefits of a Lender under the Loan Documents and the assigning Lender shall, to the extent of such assignment, relinquish its Rights and be released from its obligations under the Loan Documents. Upon the consummation of any assignment pursuant to this Section, but only upon the request of the assignor or assignee made through Administrative Agent, Borrowers shall issue appropriate Notes to the assignor and the assignee, reflecting such Assignment and Acceptance. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to Borrowers and Administrative Agent certification as to exemption from deduction or withholding of Taxes in accordance with SECTION 4.6. (c) Administrative Agent shall maintain at its address referred to in SECTION 13.3 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment Percentage of, Committed Sum of, and Principal Debt owing to, each Lender from time to time (the "REGISTER"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrowers, Administrative Agent, and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of the Loan Documents. The Register shall be available for inspection by Borrowers, or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon the consummation of any assignment in accordance with this SECTION 13.12, SCHEDULE 2.1 shall automatically be deemed amended (to the extent required) by Administrative Agent to reflect the name, address, and, where appropriate, respective Committed Sum of the assignor and assignee. (d) Upon its receipt of an Assignment and Acceptance executed by the parties thereto, together with any Notes (to the extent any Principal Debt owed to such assigning Lender is evidenced by a Note or Notes) subject to such assignment and payment of the processing fee, Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of EXHIBIT E hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and (iii) give prompt notice thereof to the parties thereto. (e) Subject to the provisions of this Section and in accordance with applicable Law, any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable Law, at any time sell to one or more Persons (each a "PARTICIPANT") participating interests in its portion of the Obligation. In the event of any such sale to a Participant, (i) such Lender shall remain a "Lender" under the Loan Documents and the Participant shall not constitute a "Lender" hereunder, (ii) such Lender's obligations under the Loan Documents shall remain unchanged, (iii) such Lender shall remain solely responsible for the performance thereof, (iv) such Lender shall remain the holder of its share of the Principal Debt for all purposes under the Loan Documents, (v) Borrowers and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's Rights and obligations under the Loan Documents, and (vi) such Lender shall be solely responsible for any withholding taxes or 61 ACS CREDIT AGREEMENT any filing or reporting requirements relating to such participation and shall hold Borrowers and Administrative Agent and their respective successors, permitted assigns, officers, directors, employees, agents, and representatives harmless against the same. Participants shall have no Rights under the Loan Documents, other than certain voting Rights as provided below. Subject to the following, each Lender shall be entitled to obtain (on behalf of its Participants) the benefits of SECTION 4 with respect to all participations in its part of the Obligation outstanding from time to time, so long as Borrowers shall not be obligated to pay any amount in excess of the amount that would be due to such Lender under SECTION 4 calculated as though no participations have been made. No Lender shall sell any participating interest under which the Participant shall have any Rights to approve any amendment, modification, or waiver of any Loan Document, except to the extent such amendment, modification, or waiver extends the due date for payment of any amount in respect of principal (other than mandatory prepayments, if any), interest, or fees due under the Loan Documents, reduces the interest rate or the amount of principal or fees applicable to the Obligation (except such reductions as are contemplated by the Loan Documents), or releases all or any substantial portion of the Guaranties or all or any substantial portion of the Collateral for the Obligation under the Loan Documents (except such releases of Guaranties or Collateral as are contemplated in SECTION 6.2 or otherwise permitted by the Loan Documents); provided that, in those cases where a Participant is entitled to the benefits of SECTION 4 or a Lender grants Rights to its Participants to approve amendments to or waivers of the Loan Documents respecting the matters previously described in this sentence, such Lender must include a voting mechanism in the relevant participation agreement or agreements, as the case may be, whereby a majority of such Lender's portion of the Obligation (whether held by such Lender or Participant) shall control the vote for all of such Lender's portion of the Obligation. Except in the case of the sale of a participating interest to another Lender, the relevant participation agreement shall not permit the Participant to transfer, pledge, assign, sell participations in, or otherwise encumber its portion of the Obligation, unless the consent of the transferring Lender (which consent will not be unreasonably withheld) has been obtained. (f) Notwithstanding any other provision set forth in this Agreement, any Lender may, without notice to, or the consent of any Borrower or Administrative Agent, at any time assign and pledge all or any portion of its Borrowings and its Notes (to the extent any Principal Debt owed to such assigning Lender is evidenced by a Note or Notes) to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank or any Lender which is a fund may pledge all or any portion of its Borrowings and its Notes (to the extent any Principal Debt owed to such assigning Lender is evidenced by a Note or Notes) to its trustee in support of its obligations to its trustee. No such assignment shall release the assigning Lender from its obligations hereunder. 13.13 DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN CIRCUMSTANCES. The obligations of each Loan Party under the Loan Documents shall remain in full force and effect until termination of the Revolver Commitment, payment in full of the Principal Debt and of all interest, fees, and other amounts of the Obligation then due and owing, and expiration of all LCs, except that SECTIONS 4, 11, and 13, and any other provisions under the Loan Documents expressly intended to survive by the terms hereof or by the terms of the applicable Loan Documents, shall survive such termination. Upon the termination of the Revolver Commitment, payment in full of the Principal Debt and of all interest, fees, and other amounts of the Obligation then due and owing, and the expiration of all LCs, all Liens granted by the Loan Parties which secure the Obligation shall automatically be released and shall terminate without any further action of any Person, and Administrative Agent shall promptly thereafter return to ACS all stock certificates and other investment property which evidences Collateral that it possesses. If at any time any payment of the principal of or interest on any Note or any other amount payable by Borrowers under any Loan Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, or reorganization of any Borrower or otherwise, the obligations of each 62 ACS CREDIT AGREEMENT Loan Party under the Loan Documents with respect to such payment shall be reinstated as though such payment had been due but not made at such time. 13.14 CONFIDENTIALITY. Each of Administrative Agent and Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees, and agents, including accountants, legal counsel, and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any Rights hereunder or any suit, action, or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its Rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty's or prospective counterparty's professional advisor) to any financial hedge or credit derivative transaction relating to obligations of the Loan Parties or to any securitization of the Obligation; (g) with the consent of Borrowers; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to Administrative Agent or any Lender on a nonconfidential basis from a source other than any Loan Party. In addition, Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitment, and the Borrowing. For the purposes of this Section, "INFORMATION" means all information received from any Company relating to any Company or its business, properties, assets, prospects, financial condition, or operations, other than any such information that is publicly available to Administrative Agent or any Lender prior to disclosure by any Loan Party. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 13.15 DESIGNATED SENIOR INDEBTEDNESS. ACS hereby designates the Obligation as "Designated Senior Indebtedness" under ACS's 3.5% Convertible Subordinated Notes Due February 15, 2006, in the principal amount of $316,990,000. [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES NOT ATTACHED.] 63 ACS CREDIT AGREEMENT EX-21.1 4 d99728exv21w1.txt EX-21.1 SUBSIDIARIES OF THE COMPANY EXHIBIT 21.1 SUBSIDIARIES OF AFFILIATED COMPUTER SERVICES, INC. Subsidiary Jurisdiction of Organization - ---------- ---------------------------- ACS Government Services, Inc. Maryland Computer Data Systems Sales, Inc. Maryland CDSI International, Inc. Delaware M-GA Fields Road Limited Partnership Maryland ACS Lender Services, Inc. Maryland ACS Defense, Inc. Massachusetts ASEC International Incorporated Delaware Saudi American Systems Engineering Company Saudi Arabia BETAC International Corporation Delaware BETAC Corporation Virginia Synetics Incorporated Massachusetts Birch & Davis Holdings, Inc. Delaware ACS State Health Services, Inc. Maryland ACS Federal Healthcare, Inc. Maryland ACS Desktop Solutions, Inc. Virginia ACS TransFirst, Inc. Texas ACS Image Solutions, Inc. Louisiana ACS Business Process Solutions, Inc. Nevada Affiliated Computer Services International (Barbados) Holdings Limited Barbados Affiliated Computer Services International (Barbados) Limited Barbados ACS Business Process Solutions (Jamaica) Limited Jamaica ACS Business Process Solutions (Dominican Republic) S.A. Dominican Republic ACS-BPS (Ghana) Limited Ghana Affiliated Computer Services Business Process Solutions, S.A.R.L. France ACS BPS de Guatemala S.A. de C.V. Guatemala ACS Data Entry, Inc. Delaware ACS Business Process Solutions de Mexico S.A. de C.V. Mexico ACS Business Process Solutions Limited United Kingdom Affiliated Computer Services of Spain, S.L. Spain FCTC Transfer Services, L.P. Delaware ACS Shared Services, Inc. Delaware ACS TradeOne Marketing, Inc. Delaware ACS Securities Services, Inc. Texas ACS State & Local Solutions, Inc. New York Lockheed Martin B.V. Netherlands ACS Public Sector Solutions, Inc. Canada Lockheed Martin IMS Canada, Inc. Canada Lockheed Martin Integrated Solutions Company Delaware Datacom Municipal Systems of Pennsylvania Pennsylvania DMV On-Line Access, Inc. Arizona Lockheed Martin UK Systems and Services Limited United Kingdom Transaction Processing Specialists, Inc. Texas ACS Healthcare Solutions, Inc. California Health Technology Acquisition Company Indiana Outsourced Administrative Systems, Inc. Indiana ACS Outsourcing Solutions, Inc. Michigan Genix CSI, Inc. Michigan ACS Legal Solutions, Inc. Pennsylvania Computer Systems Development, Inc. Arizona ACS Education Services, Inc. Delaware Concera Corporation Oregon ACS BRC Holdings, Inc. Delaware ACS Enterprise Solutions, Inc. Delaware ACS Business Resources Corporation Delaware PRETS Holdings, Inc. Delaware ACS RTS Holdings, Inc. Delaware Government Records Services, Inc. Delaware Title Records Corporation Delaware Tenacity Manufacturing Company, Inc. Delaware ACS State Healthcare, LLC Delaware Consultec IPA, Inc. New York ACS Government Systems, Inc. Delaware Omni-Tech Systems, Ltd. Canada Digital Information Systems Company LLC Georgia Logan Services, Inc. Delaware CodeRite, Inc. Texas ACS Health Care, Inc. Oregon ACS Pace Group, Inc. Delaware MidasPlus, Inc. Arizona ACS Lending, Inc. Delaware ACS/ECG Holdings, LLC Delaware ACS Marketing, L.P. Delaware ACS Properties, Inc. Delaware ACS Welfare Benefit Trust Texas ACS Trust I Delaware ACS Trust II Delaware ACS Toronto, Inc. Canada EX-23.1 5 d99728exv23w1.txt EX-23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 333-49301 and 333-58038) and the Registration Statements on Form S-8 (Nos. 333-44764, 333-42385, and 333-62030) of Affiliated Computer Services, Inc. of our report dated July 30, 2002 relating to the consolidated financial statements and our report dated July 30, 2002 relating to the financial statement schedule, which appear in this Annual Report on Form 10-K. PRICEWATERHOUSECOOPERS LLP Dallas, Texas September 18, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.25

                                                                   EXHIBIT 10.25




                           REVOLVING CREDIT AGREEMENT

                                      among

       AFFILIATED COMPUTER SERVICES, INC. AND OTHER BORROWERS FROM TIME TO
                               TIME PARTY HERETO,
                                    Borrowers

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                      Co-Lead Arranger and Sole Book Runner


                              JPMORGAN CHASE BANK,
                                Co-Lead Arranger


                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION
                              Administrative Agent


                     JPMORGAN CHASE BANK AND BANK ONE, N.A.,
                              Co-Syndication Agents

                                       and

       KEY CORPORATE CAPITAL, INC. AND THE BANK OF TOKYO-MITSUBISHI, LTD.
                            Co-Documentation Agents,

          The Senior Managing Agent and Managing Agents defined herein


                                       and

                            THE LENDERS NAMED HEREIN,
                                     Lenders


                                  $875,000,000

                         DATED AS OF SEPTEMBER 12, 2002





                                TABLE OF CONTENTS



                                                                                                                Page
                                                                                                             
SECTION 1    DEFINITIONS AND TERMS................................................................................1
   1.1     DEFINITIONS............................................................................................1
   1.2     NUMBER AND GENDER OF WORDS; OTHER REFERENCES..........................................................16
   1.3     ACCOUNTING PRINCIPLES.................................................................................16
   1.4     CURRENCY REFERENCES...................................................................................16
SECTION 2    BORROWING PROVISIONS................................................................................16
   2.1     REVOLVER FACILITY.....................................................................................16
   2.2     LC SUBFACILITY........................................................................................17
   2.3     SWING LINE SUBFACILITY................................................................................20
   2.4     INCREASE IN REVOLVER COMMITMENT.......................................................................21
   2.5     TERMINATIONS OR REDUCTIONS OF COMMITMENTS.............................................................22
   2.6     BORROWING PROCEDURE...................................................................................23
SECTION 3    TERMS OF PAYMENT....................................................................................24
   3.1     LOAN ACCOUNTS, NOTES, AND PAYMENTS....................................................................24
   3.2     INTEREST AND PRINCIPAL PAYMENTS.......................................................................24
   3.3     PREPAYMENTS...........................................................................................25
   3.4     INTEREST OPTIONS......................................................................................25
   3.5     QUOTATION OF RATES....................................................................................26
   3.6     DEFAULT RATE..........................................................................................26
   3.7     INTEREST RECAPTURE....................................................................................26
   3.8     INTEREST CALCULATIONS.................................................................................26
   3.9     MAXIMUM RATE..........................................................................................26
   3.10    INTEREST PERIODS......................................................................................27
   3.11    CONVERSIONS...........................................................................................27
   3.12    ORDER OF APPLICATION..................................................................................27
   3.13    SHARING OF PAYMENTS, ETC..............................................................................28
   3.14    OFFSET................................................................................................29
   3.15    BOOKING BORROWINGS....................................................................................29
SECTION 4    CHANGE IN CIRCUMSTANCES.............................................................................29
   4.1     INCREASED COST AND REDUCED RETURN.....................................................................29
   4.2     LIMITATION ON TYPES OF LOANS..........................................................................30
   4.3     ILLEGALITY............................................................................................30
   4.4     TREATMENT OF AFFECTED LOANS...........................................................................31
   4.5     COMPENSATION..........................................................................................31
   4.6     TAXES.................................................................................................31
   4.7     REMOVAL OF LENDERS....................................................................................33
SECTION 5    FEES................................................................................................34
   5.1     TREATMENT OF FEES.....................................................................................34
   5.2     FEES OF ADMINISTRATIVE AGENT AND ARRANGER.............................................................34
   5.3     FACILITY FEE..........................................................................................34
   5.4     UTILIZATION FEE.......................................................................................34
   5.5     LC FEES...............................................................................................35
SECTION 6.   SECURITY; GUARANTIES................................................................................35
   6.1     BORROWERS, GUARANTIES, AND FOREIGN STOCK PLEDGES......................................................35
   6.2     RELEASE OF BORROWERS, GUARANTIES, AND COLLATERAL......................................................35
   6.3     CONTROL; LIMITATION OF RIGHTS.........................................................................36
SECTION 7    CONDITIONS PRECEDENT................................................................................36
   7.1     CONDITIONS PRECEDENT TO CLOSING.......................................................................36
   7.2     CONDITIONS PRECEDENT TO EACH BORROWING................................................................36




                                        i



                                                                                                             
   7.3     CONDITIONS PRECEDENT TO ADDITIONAL BORROWERS, GUARANTORS, OR FOREIGN STOCK PLEDGES....................36
SECTION 8    REPRESENTATIONS AND WARRANTIES......................................................................37
   8.1     PURPOSE OF CREDIT FACILITY............................................................................37
   8.2     EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS...............................................37
   8.3     SUBSIDIARIES; CAPITAL STOCK...........................................................................37
   8.4     AUTHORIZATION AND CONTRAVENTION.......................................................................37
   8.5     BINDING EFFECT........................................................................................37
   8.6     FINANCIAL STATEMENTS..................................................................................38
   8.7     LITIGATION, CLAIMS, INVESTIGATIONS....................................................................38
   8.8     TAXES.................................................................................................38
   8.9     ENVIRONMENTAL MATTERS.................................................................................38
   8.10    EMPLOYEE BENEFIT PLANS................................................................................38
   8.11    PROPERTIES; LIENS.....................................................................................39
   8.12    GOVERNMENT REGULATIONS................................................................................39
   8.13    INTELLECTUAL PROPERTY.................................................................................39
   8.14    COMPLIANCE WITH LAWS..................................................................................39
   8.15    REGULATION U..........................................................................................39
   8.16    FULL DISCLOSURE.......................................................................................39
   8.17    NO DEFAULT............................................................................................39
   8.18    CONTINGENT EARN-OUT PAYMENTS..........................................................................39
SECTION 9    COVENANTS...........................................................................................40
   9.1     USE OF PROCEEDS.......................................................................................40
   9.2     BOOKS AND RECORDS.....................................................................................40
   9.3     ITEMS TO BE FURNISHED.................................................................................40
   9.4     INSPECTIONS...........................................................................................41
   9.5     TAXES.................................................................................................41
   9.6     PAYMENT OF OBLIGATIONS................................................................................41
   9.7     MAINTENANCE OF EXISTENCE, ASSETS, AND BUSINESS........................................................41
   9.8     INSURANCE.............................................................................................42
   9.9     PRESERVATION AND PROTECTION OF RIGHTS.................................................................42
   9.10    EMPLOYEE BENEFIT PLANS................................................................................42
   9.11    ENVIRONMENTAL LAWS....................................................................................42
   9.12    DEBT AND GUARANTIES...................................................................................42
   9.13    LIENS.................................................................................................42
   9.14    TRANSACTIONS WITH AFFILIATES..........................................................................44
   9.15    COMPLIANCE WITH LAWS AND DOCUMENTS....................................................................44
   9.16    ACCOUNTING METHODS....................................................................................44
   9.17    GOVERNMENT REGULATIONS................................................................................44
   9.18    RESTRICTIONS ON SUBSIDIARIES..........................................................................44
   9.19    SALE OF ASSETS........................................................................................44
   9.20    ACCOUNTS RECEIVABLE FINANCING.........................................................................45
   9.21    MERGERS AND DISSOLUTIONS..............................................................................45
   9.22    FINANCIAL COVENANTS...................................................................................45
   9.23    ACQUISITIONS..........................................................................................45
SECTION 10   DEFAULT.............................................................................................45
   10.1    PAYMENT OF OBLIGATION.................................................................................45
   10.2    COVENANTS.............................................................................................45
   10.3    DEBTOR RELIEF.........................................................................................46
   10.4    JUDGMENTS AND ATTACHMENTS.............................................................................46
   10.5    GOVERNMENT ACTION.....................................................................................46
   10.6    MISREPRESENTATION.....................................................................................46





                                       ii




                                                                                                             
   10.7    CHANGE OF CONTROL.....................................................................................46
   10.8    DEFAULT UNDER OTHER DEBT AND AGREEMENTS...............................................................46
   10.9    EMPLOYEE BENEFIT PLANS................................................................................47
   10.11   VALIDITY AND ENFORCEABILITY OF LOAN DOCUMENTS.........................................................47
SECTION 11   RIGHTS AND REMEDIES.................................................................................47
   11.1    REMEDIES UPON DEFAULT.................................................................................47
   11.2    COMPANY WAIVERS; NO RELEASE...........................................................................48
   11.3    PERFORMANCE BY ADMINISTRATIVE AGENT...................................................................48
   11.4    DELEGATION OF DUTIES AND RIGHTS.......................................................................48
   11.5    NOT IN CONTROL........................................................................................48
   11.6    COURSE OF DEALING.....................................................................................48
   11.7    CUMULATIVE RIGHTS.....................................................................................49
   11.8    APPLICATION OF PROCEEDS...............................................................................49
   11.9    CERTAIN PROCEEDINGS...................................................................................49
   11.10   EXPENDITURES BY LENDERS...............................................................................49
   11.11   INDEMNIFICATION.......................................................................................49
SECTION 12   AGREEMENT AMONG LENDERS.............................................................................50
   12.1    ADMINISTRATIVE AGENT; LC ISSUERS......................................................................50
   12.2    EXPENSES..............................................................................................52
   12.3    PROPORTIONATE ABSORPTION OF LOSSES....................................................................52
   12.4    DELEGATION OF DUTIES; RELIANCE........................................................................52
   12.5    LIMITATION OF LIABILITY...............................................................................52
   12.6    DEFAULT; COLLATERAL...................................................................................53
   12.7    LIMITATION OF LIABILITY...............................................................................55
   12.8    RELATIONSHIP OF LENDERS...............................................................................56
   12.9    BENEFITS OF AGREEMENT.................................................................................56
   12.10   AGENTS................................................................................................56
   12.11   OBLIGATIONS SEVERAL...................................................................................56
SECTION 13   MISCELLANEOUS.......................................................................................56
   13.1    HEADINGS..............................................................................................56
   13.2    NONBUSINESS DAYS......................................................................................56
   13.3    COMMUNICATIONS; FACSIMILE COPIES......................................................................56
   13.4    FORM AND NUMBER OF DOCUMENTS..........................................................................57
   13.5    SURVIVAL..............................................................................................57
   13.6    GOVERNING LAW.........................................................................................57
   13.7    INVALID PROVISIONS....................................................................................58
   13.8    ENTIRETY..............................................................................................58
   13.9    JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL...................................................58
   13.10   AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS..........................................................59
   13.11   MULTIPLE COUNTERPARTS.................................................................................60
   13.12   SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS................................................60
   13.13   DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN CIRCUMSTANCES...........................62
   13.14   CONFIDENTIALITY.......................................................................................63
   13.15   DESIGNATED SENIOR INDEBTEDNESS........................................................................63





                                      iii





                             SCHEDULES AND EXHIBITS

Schedule 2.1                -      Lenders and Commitments
Schedule 2.2                -      Existing Letters of Credit
Schedule 7.1                -      Conditions Precedent to Closing
Schedule 7.3                -      Condition Precedent to Additional Borrowers
Schedule 8.7                -      Litigation
Schedule 8.18               -      Contingent "Earn-Out" Payments

Exhibit A-1                 -      Form of Revolver Note
Exhibit A-2                 -      Form of Swing Line Note
Exhibit B-1                 -      Form of Borrowing Notice
Exhibit B-2                 -      Form of Conversion Notice
Exhibit B-3                 -      Form of LC Request
Exhibit C                   -      Form of Guaranty
Exhibit D                   -      Form of Compliance Certificate
Exhibit E                   -      Form of Assignment and Acceptance Agreement
Exhibit F                   -      Form of Contribution Agreement
Exhibit G                   -      Forms of Release
Exhibit H                   -      Form of Supplemental Document



                                       iv




                           REVOLVING CREDIT AGREEMENT

         THIS REVOLVING CREDIT AGREEMENT is entered into as of September __ ,
2002, among AFFILIATED COMPUTER SERVICES, INC. a Delaware corporation ("ACS"),
other Borrowers from time to time party hereto (collectively with ACS,
"BORROWERS"), Lenders (hereinafter defined), WELLS FARGO BANK TEXAS, NATIONAL
ASSOCIATION, as Administrative Agent (hereinafter defined), for itself and the
other Lenders, Key Corporate Capital, Inc. and The Bank of Tokyo-Mitsubishi,
Ltd., as Co-Documentation Agents (hereinafter defined), JPMorgan Chase Bank and
Bank One, N.A., as Co-Syndication Agents (hereinafter defined), and Wachovia
Bank, National Association, as Senior Managing Agent.

                                    RECITALS

         ACS has requested that Lenders extend a revolving credit facility to
Borrowers not to exceed a total outstanding principal amount of $875,000,000
(subject to increase pursuant to SECTION 2.4) at any time (with certain
subfacilities for letters of credit and swing-line advances) to be used by
Borrowers as provided in SECTION 8.1. Lenders are willing to extend the
requested credit facility on the terms and conditions of this agreement.

         ACCORDINGLY, for adequate and sufficient consideration, ACS, other
Borrowers, Lenders, and Agents agree as follows:

SECTION 1 DEFINITIONS AND TERMS.

         1.1 DEFINITIONS. As used herein:

         ACQUISITION means any transaction or series of related transactions for
the purpose of, or resulting in, directly or indirectly, (a) the acquisition by
any Company of all or substantially all of the assets of a Person or of any
business or division of a Person, (b) the acquisition by any Company of more
than 50% of any class of Voting Stock (or similar ownership interests) of any
Person, or (c) a merger, consolidation, amalgamation, or other combination by
any Company with another Person if a Company is the surviving entity; provided
that, in any merger, consolidation, amalgamation, or other combination involving
ACS, ACS must be the surviving entity.

         ACS means Affiliated Computer Services, Inc., a Delaware corporation.

         ADJUSTED EBITDA means EBITDA of the Companies on a consolidated basis
adjusted (a) as permitted and in accordance with, Article 11 of Regulation S-X
of the Securities Act of 1933 and (b) to give effect to any Acquisitions and
divestitures of or by the Companies during the applicable Rolling Period as if
such transactions had occurred on the first day of such Rolling Period
regardless of whether the effect is positive or negative.

         ADJUSTED EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for
any Interest Period therefor, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) determined by Administrative Agent to be equal to
the quotient obtained by dividing (a) the Eurodollar Rate for such Eurodollar
Rate Borrowing for such Interest Period by (b) 1 minus the Reserve Requirement
for such Eurodollar Rate Borrowing for such Interest Period.

         ADMINISTRATIVE AGENT means Wells Fargo Bank Texas, National
Association, and its permitted successors or assigns as "Administrative Agent"
for Lenders under the Loan Documents.



                                        1                  ACS CREDIT AGREEMENT



         ADMINISTRATIVE QUESTIONNAIRE means an Administrative Questionnaire in a
form supplied by Administrative Agent.

         AFFILIATE of any Person means any other Person who directly or
indirectly Controls, or is Controlled by, or is under common Control with, such
Person.

         AGENTS means, collectively, Administrative Agent, Co-Syndication
Agents, Co-Documentation Agents, and Senior Managing Agent.

         ALTERNATIVE CURRENCY means Canadian Dollars, Pounds Sterling, Euros, or
any other currency that Administrative Agent has notified Borrowers, upon their
request, that Administrative Agent and Required Lenders have determined to be
freely transferable and convertible into Dollars, so long as (a) such currency
is dealt with in the London interbank deposit market, (b) such currency is
freely transferable and convertible into Dollars in the London foreign exchange
market, (c) no Governmental Authority in the country of issue of such currency
is required to permit use of such currency by any applicable LC Issuer for
issuing LCs or honoring drafts presented under LCs in such currency, and (d)
there is no restriction or prohibition under any applicable Law against the use
of such currency for such purposes. If, after the issuance of an LC in an
Alternative Currency, the Alternative Currency denominated in such LC ceases to
be lawful currency freely-convertible into Dollars and is replaced by the Euro,
then thereafter the Alternative Currency for purposes of such LC shall be the
Euro.

         AGREEMENT means this Revolving Credit Agreement (as the same may
hereafter be amended, modified, supplemented, or restated from time to time in
accordance with the terms hereof).

         APPLICABLE LENDING OFFICE means, for each Lender and for each Type of
Borrowing, the "Lending Office" of such Lender (or an affiliate of such Lender)
designated on SCHEDULE 2.1 attached hereto or such other office that such Lender
(or an affiliate of such Lender) may from time to time specify to Administrative
Agent and Borrowers by written notice in accordance with the terms hereof.

         APPLICABLE MARGIN means, from time to time, the following percentage
per annum, based upon the Debt Rating as set forth below:



                                                             APPLICABLE MARGIN
 PRICING LEVEL FROM     DEBT RATINGS                          EURODOLLAR RATE
 HIGHEST TO LOWEST       S&P/MOODY'S       FACILITY FEE         BORROWINGS      UTILIZATION FEE
 ------------------   ------------------  ---------------    -----------------  ---------------
                                                                    
         1             A-/A3 or better         0.150%             0.375%              0.100%
         2                BBB+/Baa1            0.175%             0.575%              0.125%
         3                BBB/Baa2             0.200%             0.775%              0.150%
         4                BBB-/Baa3            0.250%             0.925%              0.200%
         5               Worse than            0.250%             1.250%              0.250%
                      BBB-/Baa3 or Not
                            Rated


For purposes of the foregoing: (a) if the Debt Rating issued by Moody's and the
Debt Rating issued by S&P shall fall within different Pricing Levels (but not
more than one (1) Pricing Level apart), then the Applicable Margin shall be
determined by reference to the higher Pricing Level (e.g., if the Debt Rating
issued by S&P is in Pricing Level 1 and the Debt Rating issued by Moody's is in
Pricing Level 2, then the Applicable Margin shall be determined by reference to
Pricing Level 1); (b) if the Debt Rating issued by Moody's and the Debt Rating
issued by S&P shall fall within different Pricing Levels (and by more than



                                        2                  ACS CREDIT AGREEMENT



one (1) Pricing Level), then the Applicable Margin shall be determined by
reference to the Pricing Level that is one (1) Pricing Level higher than the
lower Pricing Level (e.g., if the Debt Rating issued by S&P is in Pricing Level
1 and the Debt Rating issued by Moody's is in Pricing Level 4, then the
Applicable Margin shall be determined by reference to Pricing Level 3); and (c)
if either Moody's or S&P no longer publishes ratings and ACS and Administrative
Agent cannot agree on another ratings agency to replace Moody's or S&P, as the
case may be, then the Debt Rating issued by Moody's or the Debt Rating issued by
S&P which is still being published, as the case may be, shall be deemed to be
the Debt Rating.

Initially, the Applicable Margin shall be determined based upon the Debt Rating
specified in the certificate delivered pursuant to SCHEDULE 7.1, ITEM 19.
Thereafter, each change in the Applicable Margin resulting from a publicly
announced change in the Debt Rating shall be effective, in the case of an
upgrade, commencing on the date of the public announcement thereof so long as
Borrowers have delivered to Administrative Agent notice thereof pursuant to
SECTION 9.3(c)(vi) and ending on the date immediately preceding the effective
date of the next such change and, in the case of a downgrade, commencing on the
date of the public announcement thereof and ending on the date immediately
preceding the effective date of the next such change.

         ARRANGER means Wells Fargo Bank, National Association and its
successors and assigns, in its capacity as co-lead arranger and sole book
manager under the Loan Documents.

         ASSIGNMENT AND ACCEPTANCE is defined in SECTION 13.12(b)(iv).

         ATTRIBUTABLE DEBT means, with respect to any Synthetic Lease, as of any
date of determination, the total obligation (discounted to present value at the
rate of interest implicit in the lease included in such transaction) of the
lessee for rental payments (other than amounts required to be paid on account of
property taxes, maintenance, repairs, insurance, assessments, utilities,
operating and labor costs and other items which do not constitute payments for
property rights) during the remaining portion of the term (including extensions
which are at the sole option of the lessor) of the lease included in such
transaction (and in the case of any lease which is terminable by the lessee upon
the payment of a penalty, such rental obligation shall also include the amount
of such penalty, but no rent shall be considered as required to be paid under
such lease subsequent to the first date upon which it may be so terminated).

         AUTHORIZATIONS means all filings, recordings, and registrations with,
and all validations or exemptions, approvals, orders, authorizations, consents,
franchises, licenses, certificates, and permits from, any Governmental
Authority.

         BASE RATE means, for any day, the rate per annum equal to the higher of
(a) the Federal Funds Rate for such day plus one-half of one percent (.5%) and
(b) the Prime Rate for such day. Any change in the Base Rate due to a change in
the Prime Rate or the Federal Funds Rate shall be effective on the effective
date of such change in the Prime Rate or the Federal Funds Rate.

         BASE RATE BORROWING means a Borrowing bearing interest at the Base
Rate.

         BORROWERS is defined in the preamble to this Agreement; provided,
however, that notwithstanding anything to the contrary in this Agreement or any
Loan Document, ACS shall at all times be a Borrower.

         BORROWING means any amount disbursed (a) by one or more Lenders under
the Loan Documents (under the Revolver Facility or the Swing Line Subfacility),
whether such amount constitutes an original disbursement of funds, the
continuation of an amount outstanding, or a funding under SECTION 2.2(c), or (b)
by any Lender in accordance with, and to satisfy the obligations of any Loan
Party under, any Loan Document.



                                        3                  ACS CREDIT AGREEMENT



         BORROWING DATE is defined in SECTION 2.6(a).

         BORROWING NOTICE means a request for Borrowing made pursuant to SECTION
2.6(a), substantially in the form of EXHIBIT B-1.

         BUSINESS DAY means (a) for all purposes, any day other than Saturday,
Sunday, and any other day on which commercial banking institutions are required
or authorized by Law to be closed in Dallas, Texas or New York, New York, and
(b) in addition to the foregoing, in respect of any Eurodollar Rate Borrowing, a
day on which dealings in United States dollars are conducted in the London
interbank market and commercial banks are open for international business in
London.

         CANADIAN DOLLARS and the symbol "CDN$" means the lawful currency of
Canada.

         CAPITAL EXPENDITURES means an expenditure for any fixed asset, or any
improvements or additions thereto, which should be capitalized on a balance
sheet in accordance with GAAP.

         CAPITAL LEASE means any capital lease or sublease which should be
capitalized on a balance sheet in accordance with GAAP.

         CLOSING DATE means the date upon which this Agreement has been executed
by Borrowers, Lenders, and Administrative Agent and all conditions precedent
specified in SECTION 7.1 have been satisfied or waived, which waiver shall be
evidenced by the funding of the initial Borrowing.

         CO-DOCUMENTATION AGENT means Key Corporate Capital, Inc. and The Bank
of Tokyo-Mitsubishi, Ltd., and their respective permitted successors and assigns
as "Co-Documentation Agents" under the Loan Documents.

         CO-SYNDICATION AGENTS means JPMorgan Chase Bank and Bank One, N.A., and
their respective permitted successors or assigns as "Co-Syndication Agents"
under the Loan Documents.

         CODE means the Internal Revenue Code of 1986, as amended, together with
the rules and regulations promulgated thereunder.

         COLLATERAL means all of the items and types of property described as
"Collateral" in now existing or hereafter created Foreign Stock Pledges and all
cash and non-cash proceeds thereof.

         COMMITMENT PERCENTAGE means, at any date of determination, for any
Lender, the proportion (stated as a percentage) that its Committed Sum bears to
the aggregate Committed Sums of all Lenders.

         COMMITTED SUM means for any Lender at any date of determination
occurring prior to the Termination Date, the amount stated beside such Lender's
name on SCHEDULE 2.1 to this Agreement or in the Assignment and Acceptance
pursuant to which such Lender becomes a party hereto, as applicable, as such
amount may be increased, reduced, or cancelled from time to time in accordance
with the Loan Documents.

         COMPANIES means, at any date of determination thereof, ACS and each of
its Subsidiaries; and COMPANY means, on any date of determination, ACS or any of
its Subsidiaries.

         COMPLIANCE CERTIFICATE means a certificate signed by a Responsible
Officer, substantially in the form of EXHIBIT D.



                                        4                  ACS CREDIT AGREEMENT



         CONSEQUENTIAL LOSS means any loss or expense which any Lender may
reasonably incur in respect of a Eurodollar Rate Borrowing as a consequence of
any event described in SECTION 4.5.

         CONSTITUENT DOCUMENTS means, with respect to any Person, its articles
or certificate of incorporation, bylaws, partnership agreements, organizational
documents, limited liability company agreements, trust agreement, or such other
document as may govern such Person's formation, organization, and management.

         CONTRIBUTION AGREEMENT means (a) a Contribution Agreement in
substantially the form and upon the terms of EXHIBIT F, executed and delivered
by any Person pursuant to the requirements of the Loan Documents; and (b) any
amendments, modifications, supplements, restatements, ratifications, or
reaffirmations of any Contribution Agreement made in accordance with the Loan
Documents.

         CONTROL means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ownership of Stock, by contract, or otherwise, and "CONTROLLING" and
"CONTROLLED" shall have meanings correlative thereto.

         CONVERSION NOTICE means a request pursuant to SECTION 3.11,
substantially in the form of EXHIBIT B-2.

         COVERAGE REQUIREMENT is defined in SECTION 6.1.

         CURRENT FINANCIALS means, at the time of any determination thereof, the
more recently delivered to Lenders of either (a) (i) the audited Financial
Statements for the fiscal year ended June 30, 2001, calculated on a consolidated
basis for the Companies; and (ii) the unaudited Financial Statements for the
fiscal quarter ended March 31, 2002, calculated on a consolidated basis for the
Companies; or (b) the Financial Statements required to be delivered under
SECTIONS 9.3(a) or 9.3(b), as the case may be, calculated on a consolidated
basis for the Companies.

         DEBT means (without duplication), for any Company, the sum of the
following: (a) all obligations for borrowed money; (b) all obligations evidenced
by bonds, debentures, notes, or similar instruments; (c) all obligations to pay
the deferred purchase price of property or services except trade accounts
payable arising in the ordinary course of business; (d) all direct or contingent
obligations in respect of letters of credit; (e) indebtedness that is secured
(or for which the holder of the Debt has an existing right, contingent or
otherwise to be so secured) by any Lien existing on property owned or acquired
by any Company; (f) obligations of such Person under Capital Leases; (g)
Attributable Debt associated with Synthetic Leases; (h) any Receivables
Financing Amount; and (i) all guaranties, endorsements, and other contingent
obligations for Debt of Persons other than another Company; provided, however
that Debt shall expressly exclude surety, payment, or performance bonds issued
in the ordinary course of such Company's business.

         DEBT RATING means, as of any date of determination, the most
recently-announced rating as determined by either S&P or Moody's (collectively,
the "DEBT RATINGS") assigned to any class of long-term senior, unsecured Debt
securities issued by ACS as to which no letters of credit, guaranties (excluding
guaranties of Subsidiaries of ACS), or third-party credit support is in place,
regardless of whether all or any part of such Debt has been issued at the time
such rating was issued.

         DEBTOR RELIEF LAWS means the Bankruptcy Code of the United States of
America and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, fraudulent
transfer or conveyance, suspension of payments, or similar Laws from time to
time in effect affecting the Rights of creditors generally.



                                        5                  ACS CREDIT AGREEMENT



         DEFAULT is defined in SECTION 10.

         DEFAULT RATE means a per annum rate of interest equal from day to day
to the lesser of (a) the sum of the Base Rate plus 2% and (b) the Maximum Rate.

         DISTRIBUTION for any Person means, with respect to any shares of any
Stock issued by such Person, (a) the retirement, redemption, purchase, or other
acquisition for value of any such Stock, (b) the declaration or payment of any
dividend on or with respect to any such Stock, and (c) any other payment by such
Person with respect to such Stock.

         DOLLAR EQUIVALENT means on any day (a) with respect to any amount
denominated in Dollars, such amount and (b) with respect to any amount
denominated in an Alternative Currency, the amount of Dollars into which such
amount may be converted at the spot rate at which Dollars are offered to
Administrative Agent in London for the Alternative Currency in which such amount
is denominated at approximately 11:00 a.m. (London time) on such day or if such
day is not a Business Day, on the immediately preceding Business Day.

         DOLLARS and the symbol $ means lawful money of the United States of
America.

         DOMESTIC SUBSIDIARY of any Person means a direct or indirect Subsidiary
of such Person that is organized or incorporated under the Laws of a
jurisdiction of the United States.

         DOMESTIC SUBSIDIARY OBLIGOR means any Domestic Subsidiary of ACS that
is either a Borrower or a Guarantor.

         EBITDA means, for any Person, as calculated at any date of
determination with respect to the most recently ended Rolling Period (unless
otherwise indicated), the sum (without duplication and without giving effect to
any extraordinary losses or gains during such period) of (a) net income or
deficit during such period, plus (b) to the extent already deducted in computing
such net income, (i) income Tax expense; (ii) Interest Expense during such
period, and (iii) depreciation, amortization, and other non-cash expense items
during such period (excluding any such non-cash item to the extent that it
represents an accrual or reserve for potential cash items in any future period
or amortization of a prepaid cash item that was paid in a prior period), minus
(c) other non-cash items increasing net income for such period (excluding any
such non-cash item to the extent that it represents the reversal of an accrual
for a potential cash item in any prior period); in each case calculated on a
consolidated basis for such Person in accordance with GAAP.

         EC TREATY means the Treaty establishing the European Community (signed
in Rome on March 25, 1957), as amended by the Treaty on European Union (signed
in Maastricht on February 7, 1992), as further amended or supplemented from time
to time.

         ELIGIBLE ASSIGNEE means (a) a Lender; (b) an Affiliate of a Lender (so
long as such assignment is not made in conjunction with the sale of such
Affiliate); and (c) any other Person approved by (i) Administrative Agent (which
approval will not be unreasonably withheld or delayed by Administrative Agent)
and (ii) unless a Default or Potential Default has occurred and is continuing at
the time any assignment is effected in accordance with SECTION 13.12, ACS, such
approval not to be unreasonably withheld or delayed by ACS and such approval to
be deemed given by ACS if no objection is received by the assigning Lender and
Administrative Agent from ACS within five Business Days after notice of such
proposed assignment has been provided by the assigning Lender to ACS; provided,
however, that neither ACS nor any Affiliate of any Borrower shall qualify as an
Eligible Assignee.



                                        6                  ACS CREDIT AGREEMENT




         EMPLOYEE PLAN means an employee pension benefit plan covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code and established or maintained by any Loan Party, Restricted Subsidiary
thereof, or ERISA Affiliate, but not including any Multiemployer Plan.

         EMU the European economic and monetary union.

         ENVIRONMENTAL LAW means any applicable Law that relates to (a) the
condition or protection of air, groundwater, surface water, soil, or other
environmental media, (b) the environment, including natural resources or any
activity which affects the environment, (c) the regulation of any pollutants,
contaminants, wastes, substances, and Hazardous Substances, including, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. Section 9601 et seq.) ("CERCLA"), the Clean Air Act (42
U.S.C. Section 7401 et seq.), the Federal Water Pollution Control Act, as
amended by the Clean Water Act (33 U.S.C. Section 1251 et seq.), the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136 et seq.), the
Emergency Planning and Community Right to Know Act of 1986 (42 U.S.C. Section
11001 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section
1801 et seq.), the National Environmental Policy Act of 1969 (42 U.S.C. Section
4321 et seq.), the Oil Pollution Act (33 U.S.C. Section 2701 et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the
Rivers and Harbors Act (33 U.S.C. Section 401 et seq.), the Safe Drinking Water
Act (42 U.S.C. Section 201 and Section 300f et seq.), the Solid Waste Disposal
Act, as amended by the Resource Conservation and Recovery Act of 1976 and the
Hazardous and Solid Waste Amendments of 1984 (42 U.S.C. Section 6901 et seq.),
the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), and analogous
state and local Laws, as any of the foregoing may have been and may be amended
or supplemented from time to time, and any analogous future enacted or adopted
Law, or (d) the Release or threatened Release of Hazardous Substances.

         ENVIRONMENTAL LIABILITY means any obligation, liability (including,
without limitation, any strict liability), loss, fine, penalty, charge, Lien,
damage, cost, or expense of any kind to the extent that it results (a) from any
violation of or any obligation or liability under any Environmental Law, or (b)
from the presence, Release, or threatened Release of any Hazardous Substance.

         ENVIRONMENTAL PERMIT means any permit, license, or other Authorization
from any Governmental Authority that is required under any Environmental Law for
the lawful conduct of any business, process, or other activity.

         EQUITY ISSUANCE means any issuance on and after the Closing Date by any
consolidating Company of any shares of Stock that has the result of increasing
the Net Worth (as determined in accordance with GAAP).

         ERISA means the Employee Retirement Income Security Act of 1974, as
amended, and the regulations and rulings thereunder.

         ERISA AFFILIATE means any company or trade or business (whether or not
incorporated) which, for purposes of Title IV of ERISA, is, or has been within
the past six years, a member of any Company's controlled group or which is, or
has been within the past six years, under common control with any Company within
the meaning of Section 414(b), (c), (m), or (o) of the Code.

         ERISA EVENT means any of the following: (a) the occurrence of a
Reportable Event; (b) the application for a minimum funding waiver with respect
to an Employee Plan, or becoming obligated to file with the PBGC a notice of
failure to make a required payment with respect to any Employee Plan; (c) the
provision by the administrator of any Employee Plan of a notice of intent to
terminate such Employee Plan; (d) the withdrawal by any Company or ERISA
Affiliate, in whole or in part, from a Multiemployer Plan; (e) the occurrence of
any condition (under ERISA, the Code, or otherwise) for the imposition of a Lien
in favor of the PBGC on the assets of any Company or ERISA Affiliate; (f) the



                                        7                  ACS CREDIT AGREEMENT



adoption of an amendment to an Employee Plan requiring the provision of security
to such Employee Plan; (g) institution by the PBGC of proceedings to terminate
or impose liability in respect of (other than premiums under Section 4007 of
ERISA), any Employee Plan, or the occurrence of any event or condition that
constitutes grounds for termination of, or the appointment of a trustee to
administer, any Employee Plan; (h) institution by the sponsor of a Multiemployer
Plan of proceedings to terminate or reorganize such Multiemployer Plan, or to
impose withdrawal liability on any Company or ERISA Affiliate with respect to
such Multiemployer Plan; (i) the cessation of operations at a facility of any
Company or ERISA Affiliate in the circumstances described in Section 4062(e) of
ERISA; or (j) any Company or ERISA Affiliate has engaged in any "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code).

         EURO means the euro referred to in Council Regulation (EC) No. 1103/97
dated June 17, 1997, passed by the council of the European Union, or, if
different, the then lawful currency of the member states of the European Union
that participate in the third stage of economic and monetary union.

         EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Dow Jones Markets Page 3750 (or any
successor page) as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period. If for
any reason such rate is not available, the term "Eurodollar Rate" shall mean,
for any Eurodollar Rate Borrowing for any Interest Period therefor, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Reuters Screen LIBO Page as the London interbank offered rate for deposits in
Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period for a term comparable to such Interest Period;
provided, however, if more than one rate is specified on Reuters Screen LIBO
Page, the applicable rate shall be the arithmetic mean of all such rates
(rounded upwards, if necessary, to the nearest 1/100 of 1%).

         EURODOLLAR RATE BORROWING means a Borrowing bearing interest at the sum
of the Adjusted Eurodollar Rate plus the Applicable Margin for Eurodollar Rate
Borrowings.

         EUROPEAN UNION means the European Union established under the EC
Treaty.

         EXISTING CREDIT AGREEMENTS means, collectively, (a) the Credit
Agreement dated June 10, 2002, between ACS, Goldman Sachs Credit Partners L.P.,
Wells Fargo Bank Texas, National Association, certain lenders partly thereto,
and certain Subsidiary Guarantors party thereto and (b) the Credit Agreement
dated May 12, 2000, between ACS, Wells Fargo Bank Texas, National Association,
certain lenders party thereto, and certain Subsidiary Guarantors party thereto,
in each case as amended.

         EXISTING LETTERS OF CREDIT means those certain outstanding letters of
credit listed on SCHEDULE 2.2 hereto, issued by Wells Fargo Bank Texas, National
Association, under and pursuant to the Credit Agreement dated May 12, 2000,
between ACS, Wells Fargo Bank Texas, National Association, certain lenders party
thereto, and certain Subsidiary Guarantors party thereto.

         EXHIBIT means an exhibit to this Agreement unless otherwise specified.

         FEDERAL FUNDS RATE means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) determined (which
determination shall be conclusive and binding, absent manifest error) by
Administrative Agent to be equal to the weighted average of the rates on
overnight Federal funds transactions with member banks of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank of New York on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal Funds Rate for
such



                                        8                  ACS CREDIT AGREEMENT




day shall be such rate on such transactions on the next preceding Business Day
as so published on the next succeeding Business Day, and (b) if no such rate is
so published on such next succeeding Business Day, the Federal Funds Rate for
such day shall be the average rate charged to Administrative Agent (in its
individual capacity) on such day on such transactions as determined by
Administrative Agent (which determination shall be conclusive and binding,
absent manifest error).

         FINANCIAL STATEMENTS means balance sheets, statements of operations,
statements of shareholders' investments, and statements of cash flows prepared
in accordance with GAAP, which statements of operations and statements of cash
flows shall be in comparative form to the corresponding period of the preceding
fiscal year, and which balance sheets and statements of shareholders'
investments shall be in comparative form to the prior fiscal year-end figures.

         FIXED CHARGE COVERAGE RATIO means, for the Companies on a consolidated
basis and without duplication, at any date of determination, the ratio of: (a)
the sum of (i) EBITDA of the Companies for the most recently ended Rolling
Period minus (ii) the amount paid for Capital Expenditures by the Companies
during such Rolling Period minus (iii) Taxes paid in cash during such Rolling
Period to (b) Fixed Charges determined as of such date of determination.

         FIXED CHARGES means, with respect to the Companies on a consolidated
basis and without duplication, the sum of (a) all regularly-scheduled principal
payments with respect to Debt (other than the Principal Debt) required to be
paid within the twelve (12) months following such date of determination, (b)
Capital Lease payments, (c) cash Interest Expense, and (d) Distributions paid in
cash by ACS (each of the foregoing items (b), (c), and (d) calculated for the
most recently ended Rolling Period).

         FOREIGN STOCK PLEDGE means (a) a Foreign Stock Pledge Agreement or
similar document in form and upon terms reasonably satisfactory to
Administrative Agent and ACS, in which the respective Pledgor grants a
perfected, first priority Lien to Administrative Agent (for the benefit of
Lenders) in and to 65% of the outstanding Stock of a Foreign Subsidiary of such
Pledgor, which Foreign Stock Pledge is executed and delivered by any Person
pursuant to the requirements of the Loan Documents, and (b) any amendments,
modifications, supplements, restatements, or reaffirmations of any Foreign Stock
Pledge made in accordance with the Loan Documents.

         FOREIGN SUBSIDIARY of any Person means a Subsidiary of such Person that
is organized or incorporated under the Laws of a jurisdiction other than a
jurisdiction of the United States.

         FUNDED DEBT means, on any date of determination, the Debt of the
Companies determined on a consolidated basis, excluding any Debt described in
CLAUSE (i) of the definition of "Debt" set forth in this SECTION 1.1.

         GAAP means generally accepted accounting principles of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
the Financial Accounting Standards Board which are applicable from time to time.

         GOVERNMENTAL AUTHORITY means any local, state, municipal, or federal
judicial, executive, or legislative instrumentality, or, solely for purposes of
SECTION 4, any central bank.

         GUARANTOR means any Person, including, but not limited to, any Domestic
Subsidiary of ACS, who undertakes to be liable for all or any part of the
Obligation by execution of a Guaranty or otherwise.

         GUARANTY means (a) a Guaranty in substantially the form and upon the
terms of EXHIBIT C, executed and delivered by any Person pursuant to the
requirements of the Loan Documents; and (b)



                                        9                  ACS CREDIT AGREEMENT



any amendments, modifications, supplements, restatements, ratifications, or
reaffirmations of any Guaranty made in accordance with the Loan Documents.

         HAZARDOUS SUBSTANCE means (a) any substance that is designated,
defined, or classified as a hazardous waste, hazardous material, pollutant,
contaminant, or toxic or hazardous substance, or that is otherwise regulated,
under any Environmental Law, including without limitation, any hazardous
substance within the meaning of Section 101(14) of CERCLA, (b) petroleum, oil,
gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel,
and other petroleum hydrocarbons, (c) asbestos and asbestos-containing materials
in any form, (d) polychlorinated biphenyls, or (e) urea formaldehyde foam.

         INCLUDED FOREIGN SUBSIDIARY means any Foreign Subsidiary of any Pledged
Foreign Subsidiary whose EBITDA is included in the calculation of the Coverage
Requirement as permitted by SECTION 6.1.

         INTEREST EXPENSE means, for any period of calculation thereof, for the
Companies on a consolidated basis and without duplication, the aggregate amount
of all interest (including commitment fees) on all Debt (other than Debt
described in CLAUSE (i) of the definition of Debt) of the Companies, whether
paid in cash or accrued as a liability and payable in cash during such period
(including, without limitation, imputed interest on Capital Lease obligations
and Attributable Debt; the amortization of any original issue discount on any
Debt; the interest portion of any deferred payment obligation; all commissions,
discounts, and other fees and charges owed with respect to letters of credit or
bankers' acceptance financing), and all cash premiums or penalties for the
repayment, redemption, or repurchase of Debt.

         INTEREST PERIOD is determined in accordance with SECTION 3.10.

         LAWS means all applicable statutes, laws, treaties, ordinances, tariff
requirements, rules, regulations, orders, writs, injunctions, decrees,
judgments, opinions, or interpretations of any Governmental Authority.

         LC means the letter(s) of credit issued hereunder in the form agreed
upon among ACS, the applicable LC Issuer, and the beneficiary thereof at the
time of issuance thereof and participated in by Lenders pursuant to the terms
and conditions of SECTION 2 hereof.

         LC AGREEMENT means a letter of credit application and agreement (in
form and substance satisfactory to the applicable LC Issuer) submitted by ACS to
the applicable LC Issuer for an LC for its own account (and for its benefit or
the benefit of any other Company); provided that this Agreement shall control
any conflict between this Agreement and any such LC Agreement.

         LC EXPOSURE means, at any time and without duplication, the sum of the
Dollar Equivalent of (a) the aggregate undrawn portion of all uncancelled and
unexpired LCs plus (b) the aggregate unpaid reimbursement obligations of
Borrowers in respect of drawings of drafts under any LC.

         LC ISSUER means with respect to each LC, the Lender that issues such LC
and shall be either (a) Wells Fargo or (b) any other Lender that has agreed in
writing to issue, increase, or extend one or more LCs under this Agreement and
has been approved by Administrative Agent and ACS; provided that no more than
two Lenders (other than Wells Fargo) may be LC Issuers at any date of
determination. Any Lender may resign as LC Issuer upon giving 30 days prior
written notice to Borrowers; provided that such Lender shall continue to be a LC
Issuer for purposes of this Agreement for all LCs issued at the time of such
resignation until such time as such LCs expire or are replaced.

         LC REQUEST means a request pursuant to SECTION 2.2(a), substantially in
the form of EXHIBIT B-3.



                                       10                  ACS CREDIT AGREEMENT



         LC SUBFACILITY means a subfacility of the Revolver Facility for the
issuance of LCs as described in and subject to the limitations of SECTION 2.2,
under which the Dollar Equivalent of the LC Exposure may never (a) collectively
exceed $500,000,000 and (b) together with the Principal Debt may never exceed
the Revolver Commitment.

         LENDERS means, on any date of determination, the financial institutions
named on SCHEDULE 2.1 (as the same may be amended from time to time by
Administrative Agent to reflect the addition of new Lenders pursuant to SECTION
2.4 and to reflect the assignments made in accordance with SECTION 13.12(b) of
this Agreement, and subject to the terms and conditions of this Agreement), and
their respective successors and assigns (but not any Participant who is not
otherwise a party to this Agreement).

         LEVERAGE RATIO means, with respect to the Companies on a consolidated
basis and without duplication, at any date of determination thereof, the ratio
of (a) the Funded Debt outstanding on such date to (b) Adjusted EBITDA.

         LIEN means any lien, mortgage, security interest, pledge, assignment,
charge, title retention agreement, or encumbrance of any kind, and any other
Right of or arrangement with any creditor (other than under or relating to
subordination or other intercreditor arrangements) to have its claim satisfied
out of any property or assets, or the proceeds therefrom, prior to the general
creditors of the owner thereof.

         LITIGATION means any action by or before any Governmental Authority.

         LOAN ACCOUNT means any record (including, without limitation, the
Register) maintained by any Lender in the ordinary course of business or by
Administrative Agent evidencing the Principal Debt owed to each Lender.

         LOAN DOCUMENTS means (a) this Agreement, the Notes, the Guaranties, the
Foreign Stock Pledges, LCs, and LC Agreements, (b) all other agreements,
documents, or instruments in favor of Agents or Lenders ever executed and
delivered pursuant to this Agreement or otherwise executed and delivered in
connection with all or any part of the Obligation, and (c) any and all future
renewals, extensions, restatements, reaffirmations, or amendments of, or
supplements to, all or any part of the foregoing.

         LOAN PARTIES means, on any date of determination, all Borrowers, all
Guarantors, and all Pledgors.

         MANAGING AGENTS means, collectively, Fleet National Bank, The Royal
Bank of Scotland plc, and SunTrust Bank.

         MATERIAL ADVERSE EVENT means any set of one or more circumstances or
events which, individually or collectively, could reasonably be expected to
result in or cause any (a) material impairment of the ability of the Loan
Parties, taken as a whole, to perform any of their payment or other material
obligations under the Loan Documents described in CLAUSE (a) of the definition
thereof or material and adverse effect on the validity or enforceability of the
Loan Documents described in CLAUSE (a) of the definition thereof or in the
ability of Administrative Agent or any Lender to enforce any such obligations or
any of their respective material Rights under the Loan Documents described in
CLAUSE (a) of the definition thereof, or (b) material and adverse effect on the
business, properties, condition (financial or otherwise), or results of
operations the Companies, taken as a whole.

         MATERIAL AGREEMENT means any written or oral agreement, contract,
commitment, or understanding under which any Company is obligated to make
payments or is entitled to receive revenues in excess of 5% of the consolidated
Net Worth of the Companies in any fiscal year.



                                       11                  ACS CREDIT AGREEMENT




         MATERIAL SUBSIDIARY means any Subsidiary or group of Subsidiaries of
ACS that individually or collectively satisfies either of the following
financial criteria: (a) as of the most recently ended Rolling Period, the EBITDA
of such Subsidiary or group of Subsidiaries of ACS exceeds 5% of the EBITDA of
all of the Companies, or (b) on any date of determination, the book value of the
total assets of such Subsidiary or group of Subsidiaries of ACS exceeds 1% of
the book value of all assets of all of the Companies.

         MAXIMUM AMOUNT and MAXIMUM RATE respectively mean, for each Lender, the
maximum non-usurious amount and the maximum non-usurious rate of interest which,
under applicable Law, such Lender is permitted to contract for, charge, take,
reserve, or receive on the Obligation.

         MAXIMUM REVOLVER COMMITMENT means an amount equal to $900,000,000,
which amount shall not be increased without the approval of all of the Lenders.

         MOODY'S means Moody's Investors Services, Inc., or, if Moody's no
longer publishes ratings, another nationally recognized rating agency acceptable
to Administrative Agent and ACS.

         MULTIEMPLOYER PLAN means a multiemployer plan as defined in Sections
3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code to which any Company
or any ERISA Affiliate is making, has made, is accruing, or has accrued, an
obligation to make contributions or has, within any of the preceding five plan
years, made or accrued an obligation to make contributions.

         NET WORTH means, as of any date of determination, the shareholders
equity (excluding any minority interests) of the Companies on a consolidated
basis as of that date determined in accordance with GAAP.

         NOTES means, at the time of any determination thereof, all outstanding
and unpaid Revolver Notes and the Swing Line Note.

         OBLIGATION means all present and future indebtedness, liabilities, and
obligations, and all renewals and extensions thereof, or any part thereof, now
or hereafter owed to Administrative Agent, any other Agent, any Lender, or any
Affiliate of any Lender by any Company arising from, by virtue of, or pursuant
to any Loan Document, together with all interest accruing thereon, fees, costs,
and expenses (including, without limitation, all reasonable attorneys' fees and
expenses incurred in the enforcement or collection thereof) payable under the
Loan Documents.

         OSHA means the Occupational Safety and Health Act of 1970, 29 U.S.C.
Section 671 et seq.

         PARTICIPANT is defined in SECTION 13.12(e).

         PBGC means the Pension Benefit Guaranty Corporation, or any successor
thereof, established pursuant to ERISA.

         PERMITTED LIENS means, with respect to the Companies, Liens permitted
under SECTION 9.13 as described in such Section.

         PERSON means any individual, entity, or Governmental Authority.

         PLEDGED FOREIGN SUBSIDIARY means any Foreign Subsidiary of ACS whose
stock is pledged pursuant to a Foreign Stock Pledge.


                                       12                  ACS CREDIT AGREEMENT


         PLEDGOR means any Person, including, but not limited to, any Domestic
Subsidiary of ACS, who executes a Foreign Stock Pledge pursuant to the terms of
this Agreement.

         POTENTIAL DEFAULT means the occurrence of any event or existence of any
circumstance which, with the giving of notice or lapse of time or both, would
become a Default.

         POUNDS STERLING and the symbol POUND STERLING means the lawful currency
of the United Kingdom.

         PRIME RATE means the per annum rate of interest established from time
to time by Wells Fargo, as its prime rate, which rate may not be the lowest rate
of interest charged by Wells Fargo to its customers.

         PRINCIPAL DEBT means, on any date of determination, the aggregate
unpaid principal balance of all Borrowings under the Revolver Facility
(including, without limitation, Borrowings under the Swing Line Subfacility),
together with (but without duplication) the aggregate unpaid reimbursement
obligations of any Borrower in respect of drawings under any LC.

         PRO RATA or PRO RATA PART, for each Lender, means on any date of
determination (a) the proportion which the Principal Debt owed to such Lender
(whether held directly or through a participation and determined after giving
effect thereto) bears to the Principal Debt owed to all Lenders at the time in
question, and (b) if no Principal Debt is outstanding, then the proportion that
the aggregate of such Lender's Committed Sums then in effect bears to the
Revolver Commitment then in effect.

         RECEIVABLES FINANCING AMOUNT is defined in SECTION 9.20.

         REGISTER is defined in SECTION 13.12(c).

         REGULATION D means Regulation D of the Board of Governors of the
Federal Reserve System, as amended.

         REGULATION U means Regulation U of the Board of Governors of the
Federal Reserve System, as amended.

         RELEASE means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposal,
deposit, dispersal, migrating, or other movement into the air, ground, or
surface water, or soil.

         REPORTABLE EVENT shall have the meaning specified in Section 4043 of
ERISA or the regulations issued thereunder in connection with an Employee Plan,
excluding events for which the notice requirement is waived under applicable
PBGC regulations other than those events described in sections 4043.21, 4043.24,
and 4043.28 of such regulations, including each such provision as it may
subsequently be renumbered.

         REPRESENTATIVES means representatives, officers, directors, employees,
attorneys, and agents.

         REQUIRED LENDERS means (a) on any date of determination on and after
the date of the Closing Date and prior to the Termination Date, those Lenders
holding 50.1% or more of the Revolver Commitment; and (b) on any date of
determination on or after the Termination Date, those Lenders holding 50.1% or
more of the sum of (without duplication) (i) Principal Debt plus (ii) the
aggregate Rights and benefits of Lenders with respect to LCs, whether such
Rights and benefits result from Lenders' issuance of LCs or participations in
LCs under SECTION 2.2(b).


                                       13                  ACS CREDIT AGREEMENT



         RESERVE REQUIREMENT means, at any time, the maximum rate at which
reserves (including, without limitation, any marginal, special, supplemental, or
emergency reserves) are required to be maintained under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or any
successor) by member banks of the Federal Reserve System against, in the case of
Eurodollar Rate Borrowings, "Eurocurrency liabilities" (as such term is used in
Regulation D). Without limiting the effect of the foregoing, the Reserve
Requirement shall reflect any other reserves required to be maintained by such
member banks with respect to (a) any category of liabilities which includes
deposits by reference to which the Adjusted Eurodollar Rate is to be determined,
or (b) any category of extensions of credit or other assets which include
Eurodollar Rate Borrowings. The Adjusted Eurodollar Rate shall be adjusted
automatically on and as of the effective date of any change in the Reserve
Requirement.

         RESPONSIBLE OFFICER means the chairman, chief executive officer,
president, chief financial officer, executive vice president, treasurer, or
assistant treasurer of ACS, or, for all purposes under the Loan Documents, any
other officer designated from time to time by the Board of Directors of ACS,
which designated officer is reasonably acceptable to Administrative Agent.

         REVOLVER COMMITMENT means an amount (subject to reduction,
cancellation, or increase as herein provided) equal to $875,000,000.

         REVOLVER COMMITMENT USAGE means, at the time of any determination
thereof, the sum of (a) the aggregate Principal Debt (including the Swing Line
Principal Debt) plus, without duplication, (b) the LC Exposure.

         REVOLVER FACILITY means the credit facility as described in and subject
to the limitations set forth in SECTION 2.1 hereof, including the LC Subfacility
and the Swing Line Subfacility.

         REVOLVER NOTE means any promissory note executed pursuant to SECTION
3.1(b) in substantially the form of EXHIBIT A-1, and all renewals and extensions
of all or any part thereof.

         RIGHTS means rights, remedies, powers, privileges, and benefits.

         ROLLING PERIOD means, on any date of determination, the most recent
four fiscal quarters ended on March 31, June 30, September 30, or December 31
(as the case may be).

         SCHEDULE means, unless specified otherwise, a schedule attached to this
Agreement, as the same may be supplemented and modified from time to time in
accordance with the terms of the Loan Documents.

         SENIOR MANAGING AGENT means Wachovia Bank, National Association.

         SOLVENT means, as to a Person, that (a) the aggregate fair market value
of such Person's assets exceeds its liabilities (whether or not such liability
is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, or unsecured), (b) such Person has
sufficient cash flow to enable it to pay its debts as they mature, and (c) such
Person does not have unreasonably small capital to conduct such Person's
businesses. For purposes of this definition (i) "debt" means liability on a
"claim", (ii) "claim" means any (x) right to payment, whether or not such a
right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured, or
unsecured, or (y) right to an equitable remedy for breach of performance if such
breach gives rise to a right to payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured, or unsecured, (iii) unliquidated, contingent,
disputed, and unmatured claims shall be valued at the amount that can be


                                       14                  ACS CREDIT AGREEMENT


reasonably expected to be actual and matured, and (iv) any net intercompany
payable owed by one Company to another shall not be considered a liability.

         S&P means Standard & Poor's Rating Group (a division of McGraw-Hill,
Inc.), or if S&P no longer publishes ratings, another nationally recognized
ratings agency acceptable to Administrative Agent and ACS.

         STOCK means all shares, options, warrants, general or limited
partnership interests, membership interests, or other ownership interests
(regardless of how designated) of or in a corporation, partnership, limited
liability company, trust, or other business entity, whether voting or nonvoting,
including common stock, preferred stock, or any other similar "equity security"
(as such term is defined in Rule 3a11-1 of the General Rules and Regulations
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended).

         SUBFACILITIES means, collectively, the LC Subfacility and the Swing
Line Subfacility; SUBFACILITY means, either of the LC Subfacility or the Swing
Line Subfacility.

         SUBSIDIARY means, in respect of any Person, any corporation,
partnership, limited liability company, association, joint venture, or other
business entity of which more than fifty percent (50%) of the Stock having
ordinary voting power for the election of directors or other governing body
(other than Stock having such power only by reason of the happening of a
contingency) are at any time directly or beneficially, owned, held, or
controlled, directly or indirectly, by such Person.

         SWING LINE BORROWING means any Borrowing under the Swing Line
Subfacility.

         SWING LINE COMMITMENT means an amount (subject to availability,
reduction, or cancellation as herein provided) equal to $50,000,000.

         SWING LINE LENDER means Wells Fargo Bank Texas, National Association,
and its successors and assigns.

         SWING LINE NOTE means any promissory note executed pursuant to SECTION
3.1(b) in substantially the form of EXHIBIT A-2, and all renewals and extensions
of all or any part thereof.

         SWING LINE PRINCIPAL DEBT means, on any date of determination, that
portion of the Principal Debt outstanding under the Swing Line Subfacility.

         SWING LINE SUBFACILITY means the subfacility under the Revolver
Facility described in, and subject to the limitations of, SECTION 2.3.

         SYNTHETIC LEASE means a lease that is accounted for as an operating
lease for accounting purposes, but as a Capital Lease for tax purposes.

         TAXES means, for any Person, taxes, assessments, or other governmental
charges or levies imposed upon such Person, its income, or any of its
properties, franchises, or assets.

         TERMINATION DATE means the earlier of (a) December 31, 2005, and (b)
the effective date of any other termination, cancellation, or acceleration of
all commitments to lend under the Revolver Facility.

         TYPE means any type of Borrowing determined with respect to the
interest option applicable thereto.


                                       15                  ACS CREDIT AGREEMENT


         VOTING STOCK means securities (as such term is defined in Section 2(1)
of the Securities Act of 1933, as amended) of any class or classes, the holders
of which are ordinarily, in the absence of contingencies, entitled to elect a
majority of the corporate directors (or Persons performing similar functions).

         WELLS FARGO means Wells Fargo Bank Texas, National Association, in its
individual capacity as a Lender, and its successors and assigns.

         1.2 NUMBER AND GENDER OF WORDS; OTHER REFERENCES. Unless otherwise
specified in the Loan Documents, (a) where appropriate, the singular includes
the plural and vice versa, and words of any gender include each other gender,
(b) heading and caption references may not be construed in interpreting
provisions, (c) section, paragraph, annex, schedule, exhibit, and similar
references are to the particular Loan Document in which they are used, (d)
references to "telecopy," "facsimile," "fax," or similar terms are to facsimile
or telecopy transmissions, (e) references to "including" mean including without
limiting the generality of any description preceding that word, (f) the rule of
construction that references to general items that follow references to specific
items are limited to the same type or character of those specific items is not
applicable in the Loan Documents, (g) references to any Person include that
Person's heirs, personal representatives, successors, trustees, receivers, and
permitted assigns, (h) references to any Law include every amendment or
supplement to it, rule and regulation adopted under it, and successor or
replacement for it, and (i) references to any Loan Document or other document
include every renewal and extension of it, amendment and supplement to it, and
replacement or substitution for it.

         1.3 ACCOUNTING PRINCIPLES. All accounting and financial terms used in
the Loan Documents and the compliance with each financial covenant therein shall
be determined in accordance with GAAP, and, all accounting principles shall be
applied on a consistent basis so that the accounting principles in a current
period are comparable in all material respects to those applied during the
preceding comparable period. If any Borrower or any Lender determines that a
change in GAAP from that in effect on the date hereof has altered the treatment
of certain financial data to its detriment under this Agreement, such party may,
by written notice to the others and Administrative Agent not later than ten (10)
days after the effective date of such change in GAAP, request renegotiation of
the financial covenants affected by such change. If Borrowers and Required
Lenders have not agreed on revised covenants within thirty (30) days after
delivery of such notice, then, for purposes of this Agreement, GAAP will mean
generally accepted accounting principles on the date just prior to the date on
which the change that gave rise to the renegotiation occurred.

         1.4 CURRENCY REFERENCES. Unless otherwise specified herein, all dollar
amounts expressed herein shall refer to Dollars. Except as otherwise herein
specified, for purposes of calculating compliance with the terms of this
Agreement and the other Loan Documents (including for purposes of calculating
compliance with the covenants), each obligation or calculation shall be
converted to its Dollar Equivalent.

SECTION 2 BORROWING PROVISIONS.

         2.1 REVOLVER FACILITY. Each Lender severally, but not jointly, agrees
to lend to Borrowers (on a joint and several liability basis) in Dollars such
Lender's Commitment Percentage of one or more Borrowings under the Revolver
Facility not to exceed such Lender's Committed Sum, which Borrowings may be
repaid and reborrowed from time to time in accordance with the terms and
provisions of the Loan Documents; provided that, (a) each such Borrowing must
occur on a Business Day and no later than the Business Day immediately preceding
the Termination Date; (b) each such Borrowing shall be in an amount not less
than $5,000,000 or a greater integral multiple of $1,000,000 if a Eurodollar
Rate Borrowing, $1,000,000 or a greater integral multiple of $100,000 if a Base
Rate Borrowing or $100,000 if a Swing Line Borrowing; and (c) on any date of
determination, the Revolver Commitment Usage shall never exceed the Revolver
Commitment.


                                       16                  ACS CREDIT AGREEMENT


         2.2 LC SUBFACILITY.

                  (a) Conditions. Subject to the terms and conditions of this
         Agreement and applicable Law, the applicable LC Issuer agrees to issue
         LCs upon any Borrower's application therefor (denominated in Dollars
         or, upon Borrowers' request and subject to this SECTION 2.2, in an
         Alternative Currency) by delivering to Administrative Agent and the
         applicable LC Issuer a properly completed LC Request and an LC
         Agreement with respect thereto no later than 10:00 a.m. Dallas, Texas
         time three Business Days before such LC is to be issued; provided that,
         (i) on any date of determination and after giving effect to any LC to
         be issued on such date, the Dollar Equivalent of the Revolver
         Commitment Usage shall never exceed the Revolver Commitment then in
         effect, (ii) on any date of determination and after giving effect to
         any LC to be issued on such date, the Dollar Equivalent of the LC
         Exposure shall never exceed $500,000,000 (as such commitment under the
         LC Subfacility may be reduced or canceled as herein provided), (iii) at
         the time of issuance of such LC, no Default or Potential Default shall
         have occurred and be continuing, and (iv) each LC must expire no later
         than one year from its issuance; provided that, any LC may provide for
         automatic renewal for successive twelve month periods unless the
         applicable LC Issuer has given prior notice to the applicable
         beneficiary of its election not to extend such LC. Prior to issuing any
         LC, the applicable LC Issuer shall confirm with Administrative Agent
         that the condition in CLAUSE (i) above is satisfied.

                  (b) Participations. Immediately upon the issuance by any LC
         Issuer of any LC, the applicable LC Issuer shall be deemed to have sold
         and transferred to each other Lender, and each other such Lender shall
         be deemed irrevocably and unconditionally to have purchased and
         received from the applicable LC Issuer, without recourse or warranty,
         an undivided interest and participation, to the extent of such Lender's
         Commitment Percentage, in the Dollar Equivalent of such LC, the LC
         Agreement related thereto, and all Rights of the applicable LC Issuer
         in respect thereof (other than Rights to receive certain fees provided
         for in SECTION 5.5(b)).

                  (c) Reimbursement Obligation. To induce LC Issuers to issue
         and maintain LCs and to induce Lenders to participate in issued LCs,
         Borrowers (jointly and severally) agree to pay or reimburse the
         applicable LC Issuer (i) on the date on which any draft is presented
         under any LC, the amount of any draft paid or to be paid by such LC
         Issuer and (ii) promptly, upon demand, the amount of any fees (in
         addition to the fees described in SECTION 5) which such LC Issuer
         customarily charges to a Person similarly situated in the ordinary
         course of its business for amending LC Agreements, for honoring drafts
         under letters of credit, and taking similar action in connection with
         letters of credit. If Borrowers have not reimbursed the applicable LC
         Issuer for any drafts paid or to be paid within one (1) Business Day of
         demand therefor by such LC Issuer, Borrowers shall be deemed to have
         requested and Administrative Agent is hereby irrevocably authorized to
         fund the Dollar Equivalent of such reimbursement obligations as a Base
         Rate Borrowing to the extent of availability under the Revolver
         Facility. The proceeds of such Borrowing shall be advanced directly to
         the relevant LC Issuer in payment of Borrowers' unpaid reimbursement
         obligation. If for any reason (including, without limitation, the
         Termination Date has occurred), funds cannot be advanced under the
         Revolver Facility, then Borrowers' reimbursement obligation shall
         continue to be due and payable. Borrowers' obligations under this
         SECTION 2.2(c) shall be absolute and unconditional under any and all
         circumstances and irrespective of any setoff, counterclaim, or defense
         to payment which any Borrower may have at any time against any LC
         Issuer, Administrative Agent, or any other Person. From the date that
         the applicable LC Issuer pays a draft under a LC until the date of
         demand for reimbursement is made, the Dollar Equivalent of unpaid
         reimbursement obligations shall accrue interest at the Base Rate, which
         accrued interest shall be payable on demand; and, thereafter until the
         related reimbursement obligation of Borrowers is paid or funded by
         proceeds of a Borrowing, the Dollar


                                       17                  ACS CREDIT AGREEMENT


         Equivalent of unpaid reimbursement obligations shall accrue interest at
         the Default Rate, which accrued interest shall be payable on demand.

                  (d) General. Each LC Issuer shall promptly notify Borrowers
         and Administrative Agent of the date and the Dollar Equivalent of the
         amount of any draft presented for honor under any LC issued by such LC
         Issuer (but failure to give any such notice shall not affect Borrowers'
         obligations under this Agreement). The applicable LC Issuer shall pay
         the Dollar Equivalent of the requested amount upon presentment of a
         draft for honor unless such presentment on its face does not comply
         with the terms of the applicable LC. When making payment, the
         applicable LC Issuer may disregard (i) any default or potential default
         that exists under any other agreement and (ii) the obligations under
         any other agreement that have or have not been performed by the
         beneficiary or any other Person (and the applicable LC Issuer shall not
         be liable for any obligation of any Person thereunder). Borrowers'
         reimbursement obligations to the LC Issuers, Administrative Agent, and
         Lenders, and each Lender's obligations to the LC Issuers and
         Administrative Agent, under this SECTION 2.2 are absolute and
         unconditional irrespective of, and the LC Issuers and Administrative
         Agent are not responsible for, (i) the validity, enforceability,
         sufficiency, accuracy, or genuineness of documents or endorsements
         which appear appropriate on their face (even if they are in any respect
         invalid, unenforceable, insufficient, inaccurate, fraudulent, or
         forged), (ii) any dispute by any Company with or any Company's claims,
         setoffs, defenses, counterclaims, or other Rights against any LC
         Issuer, Administrative Agent, any Lender, or any other Person, or (iii)
         the occurrence of any Potential Default or Default. However, nothing in
         this SECTION 2.2 constitutes a waiver of the Rights of any Borrower or
         any Lender to assert any claim or defense based upon the gross
         negligence or willful misconduct of any LC Issuer. To the extent any
         Lender has funded its ratable share of any draft under an LC, then
         Administrative Agent shall promptly distribute reimbursement payments
         received from Borrowers to such Lender according to its ratable share.
         In the event any payment by Borrowers received by Administrative Agent
         with respect to any LC and distributed to Lenders on account of their
         participations therein is thereafter set aside, avoided, or recovered
         from Administrative Agent in connection with any receivership,
         liquidation, or bankruptcy proceeding, each Lender which received such
         distribution shall, upon demand by Administrative Agent, contribute
         such Lender's ratable portion of the Dollar Equivalent of the amount
         set aside, avoided, or recovered, together with interest at the rate
         required to be paid by Administrative Agent upon the amount required to
         be repaid by it.

                  (e) Obligation of Lenders. If Borrowers fail to reimburse any
         LC Issuer as provided in SECTION 2.2(c) within one (1) Business Day of
         the demand therefor by such LC Issuer and funds cannot be advanced
         under the Revolver Facility to satisfy the reimbursement obligations,
         then such LC Issuer shall promptly notify Administrative Agent of such
         fact and Administrative Agent shall promptly notify each Lender of
         Borrowers' failure, of the date and the Dollar Equivalent of the amount
         of the draft paid, and of such Lender's Commitment Percentage thereof.
         Each Lender shall promptly and unconditionally fund its participation
         interest in such unreimbursed draft by making available to
         Administrative Agent (for the benefit of the relevant LC Issuer) in
         Dollars in immediately available funds such Lender's Commitment
         Percentage of the Dollar Equivalent of the unreimbursed draft. Funds
         are due and payable to Administrative Agent on or before 1:00 p.m.,
         Dallas, Texas time on the Business Day when Administrative Agent gives
         notice to each Lender of Borrowers' reimbursement failure (if given
         prior to 10:00 a.m., Dallas, Texas time) or on the next succeeding
         Business Day (if notice was given after 10:00 a.m., Dallas, Texas
         time). All amounts payable by any Lender shall accrue interest at the
         Federal Funds Rate from the day the applicable draft is paid by the
         relevant LC Issuer to (but not including) the date the amount is paid
         by the Lender to Administrative Agent.


                                       18                  ACS CREDIT AGREEMENT


                  (f) Duties of LC Issuers. Each LC Issuer agrees with each
         Lender that it will exercise and give the same care and attention to
         each LC that it issues as it gives to its other letters of credit. No
         LC Issuer shall have any liability to any Lender with respect to such
         LCs (other than liability arising from the gross negligence or willful
         misconduct of such LC Issuer). Each Lender and each Borrower agree
         that, in paying any draw under any LC, no LC Issuer shall have any
         responsibility to obtain any document (other than any documents
         required by the respective LC) or to ascertain or inquire as to any
         document's validity, enforceability, sufficiency, accuracy, or
         genuineness or the authority of any Person delivering any such
         document. LC Issuers, Administrative Agent, Lenders, and their
         respective Representatives shall not be liable to any other Lender or
         any Company for any LC's use or for any beneficiary's acts or
         omissions. Any action, inaction, error, delay, or omission taken or
         suffered by any LC Issuer, Administrative Agent, or any of their
         Representatives under or in connection with any LC, applicable drafts
         or documents, or the transmission, dispatch, or delivery of any related
         message or advice, if in good faith and in conformity with such Laws as
         any LC Issuer, Administrative Agent, or any of their Representatives
         may deem applicable and in accordance with the standards of care
         specified in the Uniform Customs and Practice for Documentary Credits
         issued by the International Chamber of Commerce, as in effect on the
         date of issue of such LC, shall be binding upon the Companies and
         Lenders and shall not place any LC Issuer, Administrative Agent, or any
         of their Representatives under any resulting liability to any Company
         or any Lender. No less than once each month, each LC Issuer shall give
         a summary report of the issued and outstanding LCs of such LC Issuer to
         Administrative Agent, in form and substance satisfactory to
         Administrative Agent, and Administrative Agent shall distribute such
         summary reports to Lenders promptly upon receipt thereof.

                  (g) Cash Collateral. On the Termination Date, or on any date
         that the LC Exposure exceeds the then-effective commitment under the LC
         Subfacility, or upon any demand by any LC Issuer upon the occurrence
         and during the continuance of a Default, Borrowers shall provide to
         Administrative Agent, for the benefit of LC Issuers and Lenders, (i)
         cash collateral in Dollars in an amount equal to 100% of the Dollar
         Equivalent of the LC Exposure existing on such date, such cash and all
         interest thereon shall constitute cash collateral for all LCs, and (ii)
         such additional cash collateral as any LC Issuer or Administrative
         Agent may from time to time require, so that the cash collateral amount
         shall at all times equal or exceed 100% of the Dollar Equivalent of the
         LC Exposure. Any cash collateral deposited under this CLAUSE (g), and
         all interest earned thereon, shall be held by Administrative Agent and
         invested and reinvested at the expense and the written direction of
         Borrowers in U.S. Treasury Bills with maturities of no more than ninety
         (90) days from the date of investment and all interest paid thereon
         shall remain property of Borrowers. Without limiting the Rights of
         Administrative Agent and any LC Issuer, if any draft under any LC is
         presented for payment and Borrowers do not reimburse the applicable LC
         Issuer within the time period required by this SECTION 2.2, after
         notice from the applicable LC Issuer of such failure, Administrative
         Agent may apply any cash collateral held by Administrative Agent to the
         reimbursement obligation. Any costs related to liquidation or breakage
         prior to maturity of any investment shall be borne by Borrowers.

                  (h) INDEMNIFICATION. EACH BORROWER SHALL PROTECT, INDEMNIFY,
         PAY, AND SAVE EACH LC ISSUER, ADMINISTRATIVE AGENT, AND EACH LENDER
         HARMLESS FROM AND AGAINST THE DOLLAR EQUIVALENT OF ANY AND ALL CLAIMS,
         DEMANDS, LIABILITIES, DAMAGES, OR LOSSES OF, OR OWED TO THIRD PARTIES
         (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF ANY LC
         ISSUER, ADMINISTRATIVE AGENT, LENDERS, OR THEIR RESPECTIVE
         REPRESENTATIVES), AND ANY AND ALL RELATED COSTS, CHARGES, AND EXPENSES
         (INCLUDING REASONABLE ATTORNEYS' FEES), WHICH ANY LC ISSUER,
         ADMINISTRATIVE AGENT, OR ANY LENDER MAY INCUR OR BE SUBJECT TO AS A
         CONSEQUENCE, DIRECT OR INDIRECT, OF (I) THE ISSUANCE OF ANY LC, (II)
         ANY DISPUTE


                                       19                  ACS CREDIT AGREEMENT


         ABOUT A LC, OR (III) THE FAILURE OF ANY LC ISSUER TO HONOR A DRAFT
         UNDER SUCH LC AS A RESULT OF ANY ACT OR OMISSION (WHETHER RIGHT OR
         WRONG) OF ANY PRESENT OR FUTURE GOVERNMENTAL AUTHORITY. HOWEVER, NO
         PERSON IS ENTITLED TO INDEMNITY HEREUNDER FOR ITS OWN GROSS NEGLIGENCE
         OR WILLFUL MISCONDUCT. THE FOREGOING INDEMNITY PROVISIONS SHALL SURVIVE
         THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION OF THIS
         AGREEMENT.

                  (i) LC Agreements. Although referenced in any LC, terms of any
         particular agreement or other obligation to the beneficiary are not
         incorporated into this Agreement in any manner. The fees and other
         amounts payable with respect to each LC are as provided in this
         Agreement, drafts under any LC shall be deemed part of the Obligation,
         and in the event of any conflict between the terms of this Agreement
         and any LC Agreement, the terms of this Agreement shall be controlling.

                  (j) Currency Fluctuation. If as a result of fluctuations in
         currency exchange rates (which shall be calculated by Administrative
         Agent no less often than monthly), the aggregate of the Commitment
         Usage exceeds the amount of the Revolver Commitment, the Borrowers
         shall within 5 Business Days prepay outstanding Principal Debt in an
         amount equal to such excess or, if such excess is greater than the
         amount of all outstanding Principal Debt, shall within 5 Business Days
         prepay all outstanding Principal Debt and deliver to Administrative
         Agent cash collateral in an amount equal to the remaining excess after
         giving effect to such prepayment.

                  (k) Existing Letters of Credit. All Existing Letters of Credit
         shall be deemed to have been issued pursuant to this Agreement, and
         after the Closing Date shall be subject to and governed by the terms
         and conditions of this Agreement; provided that Borrowers shall not be
         required to pay the fees required by SECTION 5.5(b) with respect to the
         issuance of such Existing Letters of Credit, but shall be obligated to
         pay such fees with respect to any extensions of such Existing Letters
         of Credit.

         2.3 SWING LINE SUBFACILITY.

                  (a) For the convenience of the parties and as an integral part
         of the transactions contemplated by the Loan Documents, Swing Line
         Lender, solely for its own account, agrees to make any requested
         Borrowing of $100,000 or a greater integral multiple thereof, subject
         to those terms and conditions applicable to Borrowings set forth in
         SECTIONS 7.2(c) through (e), directly to Borrowers as a Swing Line
         Borrowing without requiring any other Lender to fund its Pro Rata Part
         thereof unless and until SECTION 2.3(b) is applicable; provided that:
         (i) each Swing Line Borrowing must occur on a Business Day and no later
         than the Business Day immediately preceding the Termination Date; (ii)
         the aggregate Swing Line Principal Debt outstanding on any date of
         determination shall not exceed the Swing Line Commitment; (iii) on any
         date of determination, the Revolver Commitment Usage shall never exceed
         the Revolver Commitment; (iv) the Principal Debt outstanding on any
         date of determination shall not exceed the Revolver Commitment then in
         effect; (v) at the time of such Swing Line Borrowing, no Default or
         Potential Default shall have occurred and be continuing; (vi) each
         Swing Line Borrowing shall bear interest at a rate per annum equal to
         the Base Rate; provided that at any time after Lenders are deemed to
         have purchased, pursuant to SECTION 2.3(b), a participation in any
         Swing Line Borrowing, such Borrowing shall bear interest at the Default
         Rate; and (vii) no additional Swing Line Borrowing shall be made at any
         time after any Lender has refused, notwithstanding the requirements of
         SECTION 2.3(b), to purchase a participation in any Swing Line Borrowing
         as provided in such Section, and until such purchase shall occur or
         until the Swing Line Borrowing has been repaid. Each Swing Line
         Borrowing shall be available and may be prepaid on same day telephonic
         notice from any Borrower to Swing Line Lender, so long as such notice
         is received by Swing Line


                                       20                  ACS CREDIT AGREEMENT


         Lender prior to 2:00 p.m., Dallas, Texas time. Accrued interest on
         Swing Line Borrowings shall be due and payable on the 10th Business Day
         of each of January, April, July, and October and on the Termination
         Date.

                  (b) Borrowers shall be jointly and severally liable for all
         Swing Line Borrowings. Borrowings under the Swing Line Subfacility
         shall be due no later than five Business Days after such Swing Line
         Borrowing is made. If Borrowers fail to repay any Swing Line Borrowing
         as provided herein, then Borrowers shall be deemed to have requested
         and Administrative Agent is hereby irrevocably authorized to fund such
         amount as a Base Rate Borrowing to the extent of availability under the
         Revolver Facility. If funds cannot be or are not advanced under the
         Revolver Facility to satisfy the obligations under the Swing Line
         Subfacility, Administrative Agent shall timely notify each Lender of
         such failure and of the date and amount not paid. No later than the
         close of business on the date such notice is given (if such notice was
         given prior to 12:00 noon, Dallas, Texas time on any Business Day, or,
         if made at any other time, on the next Business Day following the date
         of such notice), each Lender shall be deemed to have irrevocably and
         unconditionally purchased and received from Swing Line Lender an
         undivided interest and participation in such Swing Line Borrowing to
         the extent of such Lender's Pro Rata Part thereof, and each Lender
         shall make available to Swing Line Lender in immediately available
         funds such Lender's Pro Rata Part of the unpaid amount of such Swing
         Line Borrowing. All such amounts payable by any Lender shall include
         interest thereon from the date on which such payment is payable by such
         Lender to, but not including, the date such amount is paid by such
         Lender to Administrative Agent, at the Federal Funds Rate. If such
         Lender does not promptly pay such amount upon Administrative Agent's
         demand therefor, and until such time as such Lender makes the required
         payment, Swing Line Lender shall be deemed to continue to have
         outstanding a Swing Line Borrowing in the amount of such unpaid
         obligation. Each payment by Borrowers of all or any part of any Swing
         Line Borrowing shall be paid to Administrative Agent for the ratable
         benefit of Swing Line Lender and those Lenders who have funded their
         participations in such Swing Line Principal Debt under this SECTION
         2.3(b); provided that, with respect to any such participation, all
         interest accruing on the Swing Line Principal Debt to which such
         participation relates prior to the date of funding such participation
         shall be payable solely to Swing Line Lender for its own account. In
         the event that any payment received by the Swing Line Lender is
         required to be returned, each Lender will return to the Swing Line
         Lender any portion thereof previously distributed by the Swing Line
         Lender to it.

                  (c) Notwithstanding anything to the contrary in this
         Agreement, each Lender's obligation to fund the Borrowings and to
         purchase and fund participating interests pursuant to SECTION 2.3(b)
         shall be absolute and unconditional and shall not be affected by any
         circumstance, including, without limitation, (i) any setoff,
         counterclaim, recoupment, defense, or other Right which such Lender or
         any Borrower may have against the Swing Line Lender, any Borrower, or
         any other Person for any reason whatsoever; (ii) the occurrence or
         continuance of a Potential Default or a Default or the failure to
         satisfy any of the conditions specified in SECTION 7; (iii) any adverse
         change in the condition (financial or otherwise) of any Company; (iv)
         any breach of this Agreement by any Borrower, any Guarantor, or any
         Lender; or (v) any other circumstance, happening, or event whatsoever,
         whether or not similar to any of the foregoing.

         2.4 INCREASE IN REVOLVER COMMITMENT. So long as no Default or Potential
Default exists or arises as a result therefrom, Borrowers may from time to time
request any one or more Lenders to increase their respective Committed Sums or
request other financial institutions first approved by Administrative Agent
(such approval not to be unreasonably withheld or delayed) to agree to a
Committed Sum (in an aggregate amount of not less than $25,000,000 or such
lesser amount as may be available under the Maximum Revolver Commitment), so
that the Revolver Commitment may be increased to no more than the Maximum
Revolver Commitment. Any such increase of the Revolver


                                       21                  ACS CREDIT AGREEMENT


Commitment must be effected by an amendment that is executed in accordance with
SECTION 13.10 by Borrowers, Administrative Agent, and the one or more Lenders
who have agreed to increase their Committed Sums or by new Lenders who have
agreed to new Committed Sums. No Lender is obligated to increase its Committed
Sum under any circumstances, and no Lender's Committed Sum may be increased
except by its execution of an amendment to this Agreement in accordance with
SECTION 13.10. Each new Lender providing such additional Committed Sum shall be
a "Lender" hereunder, entitled to the rights and benefits, and subject to the
duties, of a Lender under the Loan Documents. In such case, each Lender's
Commitment Percentage shall be recalculated to reflect the new proportionate
share of the revised Revolver Commitment and the Lender responsible for the
additional Committed Sum (the "PURCHASING LENDER") shall, immediately upon
receiving notice from Administrative Agent, pay to each Lender an amount equal
to its Pro Rata Part of the Principal Debt outstanding as of such date. All such
payments with respect to the Principal Debt shall reduce the outstanding
Principal Debt owed to each Lender receiving such payments and shall represent
advances under the Revolver Facility to Borrowers by the purchasing Lender; all
such payments with respect to funded participations under the Swing Line
Subfacility or LC Subfacility (as the case may be) shall reduce the applicable
participation of each Lender receiving such payment and shall represent the
purchase by the purchasing Lender of a participation under the Swing Line
Subfacility or the LC Subfacility (as the case may be). The purchasing Lender
shall be entitled to share ratably in interest accruing on the balances
purchased, at the rates provided herein for such balances, from and after the
date of purchase. All new Borrowings under the Revolver Facility occurring after
an increase of the Revolver Commitment shall be funded in accordance with the
Lender's revised Commitment Percentages.

         2.5 TERMINATIONS OR REDUCTIONS OF COMMITMENTS.

                  (a) Voluntary Commitment Reduction. Without premium or
         penalty, and upon giving not less than five Business Days prior written
         and irrevocable notice to Administrative Agent, Borrowers may terminate
         in whole or in part the unused portion of the Revolver Commitment, the
         Swing Line Commitment, or the commitment under the LC Subfacility;
         provided that: (i) each partial termination of the Revolver Commitment
         shall be in an amount of not less than $25,000,000 or a greater
         integral multiple of $5,000,000; each partial termination of the Swing
         Line Commitment or the commitment under the LC Subfacility shall be in
         an amount of not less than $5,000,000 or a greater integral multiple of
         $1,000,000; and (ii) on any date of determination, the amount of the
         Revolver Commitment may not be reduced below the Revolver Commitment
         Usage, the Swing Line Commitment may not be reduced below the Swing
         Line Principal Debt, and the commitment under the LC Subfacility may
         not be reduced below the LC Exposure unless the mandatory prepayment
         required by SECTION 3.3(b) (if any) is made contemporaneously with such
         reduction. At the time of any commitment termination under this SECTION
         2.5, Borrowers shall pay to Administrative Agent, for the account of
         each Lender, any amounts that may then be due under SECTION 3.3(b), all
         accrued and unpaid fees then due and payable under this Agreement, the
         interest attributable to the amount of that reduction, and any related
         Consequential Loss. Any part of the Revolver Commitment, the Swing Line
         Commitment, or the commitment under the LC Subfacility that is
         terminated may not be reinstated.

                  (b) Additional Reductions. The Swing Line Commitment and the
         commitment under the LC Subfacility shall each be reduced from time to
         time on the date of any voluntary reduction of the Revolver Commitment
         by the amount, if any, by which each such Subfacility exceeds the
         Revolver Commitment after giving effect to such reduction of the
         Revolver Commitment.


                                       22                  ACS CREDIT AGREEMENT


                  (c) Ratable Allocation of Revolver Commitment Reductions. Each
         reduction of the Revolver Commitment under this SECTION 2.5 shall be
         allocated among the Lenders in accordance with their respective
         Commitment Percentages.

         2.6 BORROWING PROCEDURE. The following procedures apply to all
Borrowings (other than Swing Line Borrowings and Borrowings pursuant to SECTIONS
2.2(c) or 2.3(b)):

                  (a) Borrowing Request. Any Borrower may request a Borrowing by
         making or delivering a Borrowing Notice to Administrative Agent
         requesting that Lenders fund a Borrowing on a certain date (the
         "BORROWING DATE"), which Borrowing Notice (i) shall be irrevocable and
         binding on Borrowers, (ii) must specify the Borrower or Borrowers which
         are to receive all or any portion of such Borrowing and the amount of
         such Borrowing to be advanced to such Borrower or Borrowers, (iii)
         shall specify the Borrowing Date, amount, Type, and (for a Borrowing
         comprised of Eurodollar Rate Borrowings) Interest Period, (iv) must be
         signed by the requesting Borrower and concurred to by each other
         Borrower, and (v) must be received by Administrative Agent no later
         than 12:00 p.m. Dallas, Texas time on the third Business Day preceding
         the Borrowing Date for any Eurodollar Rate Borrowing or 12:00 p.m.,
         Dallas, Texas time on the Business Day preceding the Borrowing Date for
         any Base Rate Borrowing. Administrative Agent shall timely notify each
         Lender with respect to each Borrowing Notice.

                  (b) Funding. Each Lender shall remit its Commitment Percentage
         of each requested Borrowing to Administrative Agent's principal office
         in Dallas, Texas, in funds which are or will be available for immediate
         use by Administrative Agent by 1:00 p.m. Dallas, Texas time on the
         applicable Borrowing Date. Subject to receipt of such funds,
         Administrative Agent shall (unless to its actual knowledge any of the
         conditions precedent therefor have not been satisfied by Borrowers or
         waived by the requisite Lenders under SECTION 13.10) make such funds
         available to Borrowers on the Borrowing Date by causing such funds to
         be deposited to the account designated to Administrative Agent by
         Borrowers.

                  (c) Funding Assumed. Absent contrary written notice from a
         Lender by 1:00 p.m. Dallas, Texas time on the applicable Borrowing
         Date, Administrative Agent may assume that each Lender has made its
         Commitment Percentage of the requested Borrowing available to
         Administrative Agent on the applicable Borrowing Date, and
         Administrative Agent may, in reliance upon such assumption (but shall
         not be required to), make available to Borrowers a corresponding
         amount. If a Lender fails to make its Commitment Percentage of any
         requested Borrowing available to Administrative Agent on the applicable
         Borrowing Date, Administrative Agent may recover the applicable amount
         on demand, (i) from that Lender together with interest, commencing on
         the Borrowing Date and ending on (but excluding) the date
         Administrative Agent recovers the amount from that Lender, at an annual
         interest rate equal to the Federal Funds Rate, or (ii) if that Lender
         fails to pay its amount upon demand, then from Borrowers and, to the
         extent of availability under the Swing Line Subfacility, Borrowers
         shall be deemed to have requested and Swing Line Lender is hereby
         irrevocably authorized to fund any amounts due from Borrowers pursuant
         to this SECTION 2.6(c) as a Swing Line Borrowing. No Lender is
         responsible for the failure of any other Lender to make its Commitment
         Percentage of any Borrowing available as required by SECTION 2.6(b);
         however, failure of any Lender to make its Commitment Percentage of any
         Borrowing so available does not excuse any other Lender from making its
         Commitment Percentage of any Borrowing so available.


                                       23                  ACS CREDIT AGREEMENT


SECTION 3 TERMS OF PAYMENT.

         3.1 LOAN ACCOUNTS, NOTES, AND PAYMENTS.

                  (a) Loan Accounts; Noteless Transaction. Borrowers shall be
         jointly and severally liable for the Principal Debt, which Principal
         Debt owed to each Lender shall be evidenced by one or more Loan
         Accounts or records maintained by such Lender in the ordinary course of
         business. The Loan Accounts or records maintained by Administrative
         Agent (including, without limitation, the Register) and each Lender
         shall be prima facie evidence absent manifest error of the amount of
         the Borrowings made by Borrowers from each Lender under this Agreement
         and the interest and principal payments thereon. Any failure to so
         record or any error in doing so shall not, however, limit or otherwise
         affect the obligation of Borrowers under the Loan Documents to pay any
         amount owing with respect to the Obligation.

                  (b) Notes. Upon the request of any Lender, made through
         Administrative Agent, the Principal Debt owed to such Lender may be
         evidenced by one or more of the following Notes (as the case may be):
         (i) a Revolver Note and (ii) a Swing Line Note (with respect to the
         Swing Line Lender only). In the event Notes are requested by any Lender
         and upon the addition of or release of any Borrower (as contemplated by
         SECTIONS 6.1 and 6.2), the then-existing Borrowers (after giving effect
         to any such addition or release) shall promptly prepare, execute, and
         deliver to each requesting Lender Notes payable to the order of such
         Lender.

                  (c) Payment. Other than the LC fees payable directly to LC
         Issuers pursuant to SECTION 5.5(b), all payments of principal,
         interest, and other amounts to be made by Borrowers under this
         Agreement and the other Loan Documents shall be made to Administrative
         Agent at its principal office in Dallas, Texas in Dollars and in funds
         which are or will be available for immediate use by Administrative
         Agent by 12:00 noon Dallas, Texas time on the day due, without setoff,
         deduction, or counterclaim. Payments made after 12:00 noon, Dallas,
         Texas, time shall be deemed made on the Business Day next following.
         Administrative Agent shall pay to each Lender any payment of principal,
         interest, or other amount to which such Lender is entitled hereunder on
         the same day Administrative Agent shall have received the same from
         Borrowers; provided such payment is received by Administrative Agent
         prior to 12:00 noon, Dallas, Texas time, and otherwise before 12:00
         noon Dallas, Texas time on the Business Day next following.

                  (d) Payment Assumed. Unless Administrative Agent has received
         notice from Borrowers prior to the date on which any payment is due
         under this Agreement that Borrowers will not make that payment in full,
         Administrative Agent may assume that Borrowers have made the full
         payment due and Administrative Agent may, in reliance upon that
         assumption, cause to be distributed to the appropriate Lender or LC
         Issuer (as applicable) on that date the amount then due to such Lenders
         or LC Issuer (as applicable). If and to the extent Borrowers do not
         make the full payment due to Administrative Agent, each Lender or LC
         Issuer (as applicable) shall repay to Administrative Agent on demand
         the amount distributed to that Lender or LC Issuer (as applicable) by
         Administrative Agent together with interest for each day from the date
         that Lender or LC Issuer (as applicable) received payment from
         Administrative Agent until the date that Lender or LC Issuer (as
         applicable) repays Administrative Agent (unless such repayment is made
         on the same day as such distribution), at an annual interest rate equal
         to the Federal Funds Rate.

         3.2 INTEREST AND PRINCIPAL PAYMENTS.

                  (a) Interest. Accrued interest on each Eurodollar Rate
         Borrowing is due and payable on the last day of its respective Interest
         Period, on the date of any prepayment set forth in SECTION 3.3, and on
         the Termination Date; provided that, if any Interest Period is greater
         than three months, then accrued interest is also due and payable on the
         three month anniversary of the date on which such Interest Period
         commences and on each three month anniversary thereafter, as well as on
         the last day of such Interest Period. Accrued interest on each Base
         Rate Borrowing


                                       24                  ACS CREDIT AGREEMENT


         shall be due and payable on the 10th Business Day of each of January,
         April, July, and October and on the Termination Date.

                  (b) Principal Debt. The Principal Debt is due and payable on
         the Termination Date.

         3.3 PREPAYMENTS.

                  (a) Optional Prepayments. Except as set forth herein, after
         giving Administrative Agent advance written notice of the intent to
         prepay, Borrowers may voluntarily prepay all or any part of the
         Principal Debt or the Swing Line Principal Debt, from time to time and
         at any time, in whole or in part, without premium or penalty; provided
         that: (i) such notice must be received by Administrative Agent by 12:00
         noon, Dallas, Texas time, one Business Day preceding the date of
         prepayment of any Borrowing except with respect to the Swing Line
         Principal Debt for which same Business Day notice is sufficient; (ii)
         each such partial prepayment must be in a minimum amount of at least
         $1,000,000 or a greater integral multiple of $1,000,000 thereof or such
         lesser amount as may be outstanding under the Revolver Facility (or
         with respect to prepayments of the Swing Line Principal Debt, $100,000
         or a greater integral multiple thereof or such lesser amount as may be
         outstanding under the Swing Line Subfacility); (iii) any Eurodollar
         Rate Borrowing may only be prepaid at the end of an applicable Interest
         Period (unless Borrowers pay the amount of any Consequential Loss); and
         (iv) Borrowers shall pay any related Consequential Loss within ten (10)
         days after demand therefor. Conversions under SECTION 3.11 are not
         prepayments. Each notice of prepayment shall specify the prepayment
         date, the applicable loan hereunder of Principal Debt being prepaid,
         and the Type of Borrowing(s) and amount(s) of such Borrowing(s) to be
         prepaid and shall constitute a binding obligation of Borrowers to make
         a prepayment on the date stated therein, together with (unless such
         prepayment is made with respect to a Base Rate Borrowing or Swing Line
         Borrowing) accrued and unpaid interest to the date of such payment on
         the aggregate principal amount prepaid. Unless a Default or Potential
         Default has occurred and is continuing (or would arise as a result
         thereof), any payment or prepayment of the Principal Debt may be
         reborrowed by Borrowers, subject to the terms and conditions of the
         Loan Documents.

                  (b) Revolver Facility Mandatory Payments/Reductions. On any
         date of determination (i) if the Revolver Commitment Usage exceeds the
         Revolver Commitment then in effect, or the Swing Line Principal Debt
         exceeds the Swing Line Commitment then in effect, then Borrowers shall
         make a mandatory prepayment of the Principal Debt or the Swing Line
         Principal Debt, as the case may be, in at least the amount of such
         excess, together with (x) all accrued and unpaid interest on the
         principal amount so prepaid and (y) any Consequential Loss arising as a
         result thereof; provided that, on any such reduction date, if no Swing
         Line Principal Debt or Principal Debt is then outstanding, but the LC
         Exposure exceeds the Revolver Commitment, then Borrowers shall provide
         to Administrative Agent, for the benefit of Lenders, cash collateral in
         Dollars in an amount at least equal to 100% of such excess.

                  (c) Mandatory Prepayments of Interest/Consequential Loss. All
         prepayments under SECTION 3.3 shall be made, together with accrued
         interest to the date of such prepayment on the principal amount
         prepaid, together with any Consequential Loss arising as a result
         thereof.

         3.4 INTEREST OPTIONS. Except that the Eurodollar Rate may not be
selected when a Default or Potential Default exists and except as otherwise
provided in this Agreement, Borrowings bear interest at a rate per annum equal
to the lesser of (a) as to the respective Type of Borrowing (as designated by
Borrowers in accordance with this Agreement), the Adjusted Eurodollar Rate plus
the Applicable Margin for Eurodollar Rate Borrowings or the Base Rate, and (b)
the Maximum Rate. Each change in the Base Rate or the Maximum Rate, subject to
the terms of this Agreement, will become effective, without notice to any
Borrower or any other Person, upon the effective date of such change.


                                       25                  ACS CREDIT AGREEMENT


         3.5 QUOTATION OF RATES. It is hereby acknowledged that a Responsible
Officer or other appropriately designated officer of ACS may call Administrative
Agent on or before the date on which a Borrowing Notice is to be delivered by
Borrowers in order to receive an indication of the rates then in effect, but
such indicated rates shall neither be binding upon Administrative Agent or
Lenders nor affect the rate of interest which thereafter is actually in effect
when the Borrowing Notice is given or on the Borrowing Date.

         3.6 DEFAULT RATE. At the option of Required Lenders and to the extent
permitted by Law all past-due amounts of the Obligation shall bear interest from
maturity (whether stated or by acceleration) at the Default Rate until paid,
regardless whether such payment is made before or after entry of a judgment;
provided that, the Default Rate shall automatically apply to the extent
specified in and on the terms of SECTIONS 2.2(c), 2.3(a), and 11.3.

         3.7 INTEREST RECAPTURE. If the designated rate applicable to any
Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing shall
be limited to the Maximum Rate, but any subsequent reductions in such designated
rate shall not reduce the rate of interest thereon below the Maximum Rate until
the total amount of interest accrued thereon equals the amount of interest which
would have accrued thereon if such designated rate had at all times been in
effect. In the event that at maturity (stated or by acceleration), or at final
payment of the Principal Debt, the total amount of interest paid or accrued is
less than the amount of interest which would have accrued if such designated
rates had at all times been in effect, then, at such time and to the extent
permitted by Law, Borrowers shall pay an amount equal to the difference between
(a) the lesser of the amount of interest which would have accrued if such
designated rates had at all times been in effect and the amount of interest
which would have accrued if the Maximum Rate had at all times been in effect,
and (b) the amount of interest actually paid or accrued on the Principal Debt.

         3.8 INTEREST CALCULATIONS. Interest will be calculated on the basis of
actual number of days (including the first day but excluding the last day)
elapsed but computed as if each calendar year consisted of 360 days in the case
of an Eurodollar Rate Borrowing (unless the calculation would result in an
interest rate greater than the Maximum Rate, in which event interest will be
calculated on the basis of a year of 365 or 366 days, as the case may be) and
365 or 366 days, as the case may be, in the case of a Base Rate Borrowing. All
interest rate determinations and calculations by Administrative Agent are
conclusive and binding absent manifest error.

         3.9 MAXIMUM RATE. Regardless of any provision contained in any Loan
Document, neither Administrative Agent nor any Lender shall ever be entitled to
contract for, charge, take, reserve, receive, or apply, as interest on all or
any part of the Obligation, any amount in excess of the Maximum Rate, and, if
Lenders ever do so, then such excess shall be deemed a partial prepayment of
principal and treated hereunder as such and any remaining excess shall be
refunded to Borrowers. In determining if the interest paid or payable exceeds
the Maximum Rate, Borrowers and Lenders shall, to the maximum extent permitted
under applicable Law, (a) treat all Borrowings as but a single extension of
credit (and Lenders and Borrowers agree that such is the case and that provision
herein for multiple Borrowings is for convenience only), (b) characterize any
nonprincipal payment as an expense, fee, or premium rather than as interest, (c)
exclude voluntary prepayments and the effects thereof, and (d) amortize,
prorate, allocate, and spread the total amount of interest throughout the entire
contemplated term of the Obligation. However, if the Obligation is paid and
performed in full prior to the end of the full contemplated term thereof, and if
the interest received for the actual period of existence thereof exceeds the
Maximum Amount, Lenders shall refund such excess, and, in such event, Lenders
shall not, to the extent permitted by Law, be subject to any penalties provided
by any Laws for contracting for, charging, taking, reserving, or receiving
interest in excess of the Maximum Amount. If the Laws of the State of Texas are
applicable for purposes of determining the "Maximum Rate" or the "Maximum
Amount," then those terms mean the "weekly ceiling" from time to time in effect
under Texas Finance Code Section 303.305, as amended. Each


                                       26                  ACS CREDIT AGREEMENT


Borrower agrees that Chapter 346 of the Texas Finance Code, as amended (which
regulates certain revolving credit loan accounts and revolving tri-party
accounts), does not apply to the Obligation.

         3.10 INTEREST PERIODS. When Borrowers request any Eurodollar Rate
Borrowing, Borrowers may elect the interest period (each an "INTEREST PERIOD")
applicable thereto, which shall be, at Borrowers' option and subject to
availability, one, two, three, or six months; provided, however, that: (a) the
initial Interest Period for a Eurodollar Rate Borrowing shall commence on the
date of such Borrowing (including the date of any conversion thereto), and each
Interest Period occurring thereafter in respect of such Borrowing shall commence
on the day on which the next preceding Interest Period applicable thereto
expires; (b) if any Interest Period for a Eurodollar Rate Borrowing begins on a
day for which there is no numerically corresponding Business Day in the calendar
month at the end of such Interest Period, such Interest Period shall end on the
next Business Day immediately following what otherwise would have been such
numerically corresponding day in the calendar month at the end of such Interest
Period (unless such date would be in a different calendar month from what would
have been the month at the end of such Interest Period, or unless there is no
numerically corresponding day in the calendar month at the end of the Interest
Period; whereupon, such Interest Period shall end on the last Business Day in
the calendar month at the end of such Interest Period); and (c) no Interest
Period may be chosen with respect to any portion of the Principal Debt which
would extend beyond the scheduled repayment date (including any dates on which
mandatory prepayments are required to be made) for such portion of the Principal
Debt.

         3.11 CONVERSIONS. Borrowers may (a) convert a Eurodollar Rate Borrowing
on the last day of the applicable Interest Period to a Base Rate Borrowing, (b)
convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and
(c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by
giving a Conversion Notice of such intent to Administrative Agent no later than
12:00 p.m. Dallas, Texas time on the third Business Day prior to the date of
conversion or the last day of the Interest Period, as the case may be (in the
case of a conversion to a Eurodollar Rate Borrowing or an election of a new
Interest Period), and no later than 12:00 p.m. Dallas, Texas time one Business
Day prior to the last day of the Interest Period (in the case of a conversion to
a Base Rate Borrowing); provided that, the principal amount converted to, or
continued as, a Eurodollar Rate Borrowing shall be in an amount not less than
$5,000,000 or a greater integral multiple of $1,000,000 (or such lesser amount
as may be outstanding). Administrative Agent shall timely notify each Lender
with respect to each Conversion Notice. Absent Borrowers' Conversion Notice or
election of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed
converted to a Base Rate Borrowing effective as of the expiration of the
Interest Period applicable thereto. No Eurodollar Rate Borrowing may be either
made or continued as a Eurodollar Rate Borrowing, and no Base Rate Borrowing may
be converted to a Eurodollar Rate Borrowing, if the interest rate for such
Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to convert
from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to continue as a
Eurodollar Rate Borrowing shall not be available during the occurrence of a
Default or Potential Default.

         3.12 ORDER OF APPLICATION.

                  (a) No Default. If no Default or Potential Default exists and
         if no order of application is otherwise specified in the Loan
         Documents, payments and prepayments of the Obligation shall be applied
         first to fees, second to accrued interest then due and payable on the
         Principal Debt, and then to the remaining Obligation in the order and
         manner as Borrowers may direct.

                  (b) Default. If a Default or Potential Default exists (or if
         Borrowers fail to give directions as permitted under SECTION 3.12(a)),
         any payment or prepayment (including proceeds from the exercise of any
         Rights) shall be applied to the Obligation in the following order: (i)
         to the ratable payment of all fees, expenses, and indemnities for which
         Agents or Lenders have not been paid or reimbursed in accordance with
         the Loan Documents (as used in this


                                       27                  ACS CREDIT AGREEMENT


         SECTION 3.12(b)(i), a "ratable payment" for any Lender or any Agent
         shall be, on any date of determination, that proportion which the
         portion of the total fees, expenses, and indemnities owed to such
         Lender or such Agent bears to the total aggregate fees and indemnities
         owed to all Lenders and Agents on such date of determination); (ii) to
         the ratable payment of accrued and unpaid interest on the Principal
         Debt (as used in this SECTION 3.12(b)(ii), "ratable payment" means, for
         any Lender, on any date of determination, that proportion which the
         accrued and unpaid interest on the Principal Debt owed to such Lender
         bears to the total accrued and unpaid interest on the Principal Debt
         owed to all Lenders); (iii) to the ratable payment of the Swing Line
         Principal Debt which is due and payable and which remains unfunded by
         any Borrowing; provided that, such payments shall be allocated ratably
         among the Swing Line Lender and the Lenders which have funded their
         participations in the Swing Line Principal Debt (as used in this
         SECTION 3.12(b)(iii), "ratable payment" and "ratably" means for Swing
         Line Lender and any Lender, on any date of determination, that
         proportion which the Swing Line Principal Debt owed (whether directly
         or by participations) to Swing Line Lender or such Lender (as
         applicable) bears to the Swing Line Principal Debt owed to the Swing
         Line Lender and all Lenders); (iv) to the ratable payment of any
         reimbursement obligation with respect to any LC issued pursuant to the
         Agreement which is due and payable and which remains unfunded by any
         Borrowing; provided that, such payments shall be allocated ratably
         among the applicable LC Issuer and the Lenders which have funded their
         participations in such LC (as used in this SECTION 3.12(b)(iv),
         "ratable payment" and "ratably" means for any LC Issuer and any Lender,
         on any date of determination, that proportion which the reimbursement
         obligation under such LC owed (whether directly or by participations)
         to such LC Issuer or Lender (as applicable) bears to the reimbursement
         obligation under such LC owed to the applicable LC Issuer and all
         Lenders); (v) to the ratable payment of the remaining Principal Debt
         (as used in this SECTION 3.12(b)(v), "ratable payment" means for any
         Lender, on any date of determination, that proportion which the
         Principal Debt owed to such Lender bears to the Principal Debt owed to
         all Lenders); (vi) to provide cash collateral in an amount equal to
         100% of the LC Exposure then existing in accordance with SECTION
         2.2(g); and (vii) to the payment of the remaining Obligation in the
         order and manner Required Lenders deem appropriate.

Subject to the provisions of SECTION 12 and provided that Administrative Agent
shall not in any event be bound to inquire into or to determine the validity,
scope, or priority of any interest or entitlement of any Lender and may suspend
all payments or seek appropriate relief (including, without limitation,
instructions from Required Lenders or an action in the nature of interpleader)
in the event of any doubt or dispute as to any apportionment or distribution
contemplated hereby, Administrative Agent shall promptly distribute such amounts
to each Lender in accordance with the Agreement and the related Loan Documents.

         3.13 SHARING OF PAYMENTS, ETC. If any Lender shall obtain any payment
or prepayment with respect to the Obligation (whether voluntary, involuntary, or
otherwise, including, without limitation, as a result of exercising its Rights
under SECTION 3.14) which is in excess of its share of any such payment in
accordance with the relevant Rights of the Lenders under the Loan Documents,
then such Lender shall purchase from the other Lenders such participations as
shall be necessary to cause such purchasing Lender to share the excess payment
with each other Lender in accordance with the relevant Rights under the Loan
Documents. If all or any portion of such excess payment is subsequently
recovered from such purchasing Lender, then the purchase shall be rescinded and
the purchase price restored to the extent of such recovery. Borrowers agree that
any Lender purchasing a participation from another Lender pursuant to this
SECTION 3.13 may, to the fullest extent permitted by Law, exercise all of its
Rights of payment (including the Right of offset) with respect to such
participation as fully as if such Lender were the direct creditor of each
Borrower in the amount of such participation.


                                       28                  ACS CREDIT AGREEMENT


         3.14 OFFSET. If a Default exists, each Lender shall be entitled to
exercise (for the benefit of all Lenders in accordance with SECTION 3.13) the
Rights of offset and/or banker's Lien against each and every account and other
property, or any interest therein, which any Loan Party may now or hereafter
have with, or which is now or hereafter in the possession of, such Lender to the
extent of the full amount of the Obligation.

         3.15 BOOKING BORROWINGS. To the extent permitted by Law, any Lender may
make, carry, or transfer its Borrowings at, to, or for the account of any of its
branch offices or the office of any of its Affiliates; provided that, no
Affiliate shall be entitled to receive any greater payment under SECTION 4 than
the transferor Lender would have been entitled to receive with respect to such
Borrowings.

SECTION 4 CHANGE IN CIRCUMSTANCES.

         4.1 INCREASED COST AND REDUCED RETURN.

                  (a) Changes in Law. If, after the date hereof, the adoption of
any applicable Law or any change in any applicable Law or any change in the
interpretation or administration thereof by any Governmental Authority, or
compliance by any Lender (or its Applicable Lending Office) with any request or
directive (whether or not having the force of law) of any such Governmental
Authority:

                           (i) shall subject such Lender (or its Applicable
                  Lending Office) to any Tax or other charge with respect to any
                  Eurodollar Rate Borrowing, its Notes, or its obligation to
                  loan Eurodollar Rate Borrowings, or change the basis of
                  taxation of any amounts payable to such Lender (or its
                  Applicable Lending Office) under the Loan Documents in respect
                  of any Eurodollar Rate Borrowings (other than Taxes imposed on
                  the overall net income of such Lender by the jurisdiction in
                  which such Lender has its principal office or such Applicable
                  Lending Office);

                           (ii) shall impose, modify, or deem applicable any
                  reserve, special deposit, assessment, or similar requirement
                  (other than the Reserve Requirement utilized in the
                  determination of the Adjusted Eurodollar Rate) relating to any
                  extensions of credit or other assets of, or any deposits with
                  or other liabilities or commitments of, such Lender (or its
                  Applicable Lending Office), including the commitment of such
                  Lender hereunder; or

                           (iii) shall impose on such Lender (or its Applicable
                  Lending Office) or the London interbank market any other
                  condition affecting the Loan Documents or any of such
                  extensions of credit or liabilities or commitments;

         and the result of any of the foregoing is to increase the cost to such
         Lender (or its Applicable Lending Office) of making, converting into,
         continuing, or maintaining any Eurodollar Rate Borrowings or to reduce
         any sum received or receivable by such Lender (or its Applicable
         Lending Office) under the Loan Documents with respect to any Eurodollar
         Rate Borrowing, then Borrowers (jointly and severally) shall pay to
         such Lender on demand such amount or amounts as will compensate such
         Lender for such increased cost or reduction. If any Lender requests
         compensation by Borrowers under this SECTION 4.1(a), Borrowers may, by
         notice to such Lender (with a copy to Administrative Agent), suspend
         the obligation of such Lender to loan or continue Borrowings of the
         Type with respect to which such compensation is requested, or to
         convert Borrowings of any other Type into Borrowings of such Type,
         until the event or condition giving rise to such request ceases to be
         in effect (in which case the provisions of SECTION 4.4 shall be
         applicable); provided, that such suspension shall not affect the Right
         of such Lender to receive the compensation so requested.


                                       29                  ACS CREDIT AGREEMENT


                  (b) Capital Adequacy. If, after the date hereof, any Lender
         shall have determined that the adoption of any applicable Law regarding
         capital adequacy or any change therein or in the interpretation or
         administration thereof by any Governmental Authority charged with the
         interpretation or administration thereof, or any request or directive
         regarding capital adequacy (whether or not having the force of law) of
         any such Governmental Authority has or would have the effect of
         reducing the rate of return on the capital of such Lender or any
         corporation controlling such Lender as a consequence of such Lender's
         obligations hereunder to a level below that which such Lender or such
         corporation could have achieved but for such adoption, change, request,
         or directive (taking into consideration its policies with respect to
         capital adequacy), then from time to time upon demand Borrowers shall
         pay to such Lender such additional amount or amounts as will compensate
         such Lender for such reduction.

                  (c) Changes in Applicable Lending Office. Compensation
         Statement. Each Lender shall promptly (and in any event with eighteen
         (18) months) notify Borrowers and Administrative Agent of any event of
         which it has knowledge, occurring after the date hereof, which will
         entitle such Lender to compensation pursuant to this Section and will
         designate a different Applicable Lending Office if such designation
         will avoid the need for, or reduce the amount of, such compensation and
         will not, in the judgment of such Lender, be otherwise disadvantageous
         to it. Any Lender claiming compensation under this Section shall
         furnish to Borrowers and Administrative Agent a statement setting forth
         the additional amount or amounts to be paid to it hereunder which shall
         be conclusive in the absence of manifest error. In determining such
         amount, such Lender may use any reasonable averaging and attribution
         methods. In no event will Borrowers be obligated to compensate any
         Lender pursuant to this SECTION 4.1 for any amounts described herein
         that accrued more than eighteen (18) months prior to the date the
         notice described above is given by the party requesting such
         compensation, but the foregoing shall in no way limit the right of such
         Lender to request compensation for amounts accrued during such eighteen
         (18) month period or any future period.

         4.2 LIMITATION ON TYPES OF LOANS. If on or prior to the first day of
any Interest Period for any Eurodollar Rate Borrowing:

                  (a) Inability to Determine Eurodollar Rate. Administrative
         Agent determines (which determination shall be conclusive) that by
         reason of circumstances affecting the relevant market, adequate and
         reasonable means do not exist for ascertaining the Eurodollar Rate for
         such Interest Period; or

                  (b) Cost of Funds. Required Lenders determine (which
         determination shall be conclusive) and notify Administrative Agent that
         the Adjusted Eurodollar Rate will not adequately and fairly reflect the
         cost to the Lenders of funding Eurodollar Rate Borrowings for such
         Interest Period;

then Administrative Agent shall give Borrowers prompt notice thereof specifying
the relevant amounts or periods, and so long as such condition remains in
effect, the Lenders shall be under no obligation to fund additional Eurodollar
Rate Borrowings, continue Eurodollar Rate Borrowings, or to convert Base Rate
Borrowings into Eurodollar Rate Borrowings, and Borrowers shall, on the last
day(s) of the then current Interest Period(s) for the outstanding Eurodollar
Rate Borrowings, either prepay such Borrowings or convert such Borrowings into
Base Rate Borrowings in accordance with the terms of this Agreement.

         4.3 ILLEGALITY. Notwithstanding any other provision of the Loan
Documents, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to make, maintain, or fund Eurodollar Rate Borrowings
hereunder, then such Lender shall promptly notify Borrowers thereof and


                                       30                  ACS CREDIT AGREEMENT


such Lender's obligation to make or continue Eurodollar Rate Borrowings and to
convert other Base Rate Borrowings into Eurodollar Rate Borrowings shall be
suspended until such time as such Lender may again make, maintain, and fund
Eurodollar Rate Borrowings (in which case the provisions of SECTION 4.4 shall be
applicable).

         4.4 TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to
fund Eurodollar Rate Borrowings or to continue, or to convert Base Rate
Borrowings into Eurodollar Rate Borrowings, shall be suspended pursuant to
SECTIONS 4.1, 4.2, or 4.3 hereof, such Lender's Eurodollar Rate Borrowings shall
be automatically converted into Base Rate Borrowings on the last day(s) of the
then current Interest Period(s) for Eurodollar Rate Borrowings (or, in the case
of a conversion required by SECTION 4.3 hereof, on such earlier date as such
Lender may specify to Borrowers with a copy to Administrative Agent) and, unless
and until such Lender gives notice as provided below that the circumstances
specified in SECTIONS 4.1, 4.2, or 4.3 hereof that gave rise to such conversion
no longer exist:

                  (a) to the extent that such Lender's Eurodollar Rate
         Borrowings have been so converted, all payments and prepayments of
         principal that would otherwise be applied to such Lender's Eurodollar
         Rate Borrowings shall be applied instead to its Base Rate Borrowings;
         and

                  (b) all Borrowings that would otherwise be made or continued
         by such Lender as Eurodollar Rate Borrowings shall be made or continued
         instead as Base Rate Borrowings, and all Borrowings of such Lender that
         would otherwise be converted into Eurodollar Rate Borrowings shall be
         converted instead into (or shall remain as) Base Rate Borrowings.

If such Lender gives notice to Borrowers (with a copy to Administrative Agent)
that the circumstances specified in SECTIONS 4.1, 4.2, or 4.3 hereof that gave
rise to the conversion of such Lender's Eurodollar Rate Borrowings pursuant to
this SECTION 4.4 no longer exist (which such Lender agrees to do promptly upon
such circumstances ceasing to exist) at a time when Eurodollar Rate Borrowings
made by other Lenders are outstanding, such Lender's Base Rate Borrowings shall
be automatically converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Eurodollar Rate Borrowings, to the extent
necessary so that, after giving effect thereto, all Eurodollar Rate Borrowings
held by the Lenders and by such Lender are held pro rata (as to principal
amounts, Types, and Interest Periods) in accordance with their respective
Committed Sums.

         4.5 COMPENSATION. Upon the request of any Lender, Borrowers shall pay
to such Lender such amount or amounts as shall be sufficient (in the reasonable
opinion of such Lender) to compensate it for any loss, cost, or expense
(excluding loss of anticipated profits) incurred by it as a result of:

                  (a) any payment, prepayment, or conversion of a Eurodollar
         Rate Borrowing for any reason (including, without limitation, the
         acceleration of the loan pursuant to SECTION 11.1) on a date other than
         the last day of the Interest Period for such Borrowing; or

                  (b) any failure by Borrowers for any reason (including,
         without limitation, the failure of any condition precedent specified in
         SECTION 7.2 to be satisfied) to borrow, convert, continue, or prepay a
         Eurodollar Rate Borrowing on the date for such borrowing, conversion,
         continuation, or prepayment specified in the relevant Borrowing Notice,
         prepayment, continuation, or conversion under this Agreement.

         4.6 TAXES.

                  (a) General. Any and all payments by Borrowers to or for the
         account of any LC Issuer, Lender, or Administrative Agent hereunder or
         under any other Loan Document shall be made free and clear of and
         without deduction for any and all present or future Taxes, excluding,

                                       31                  ACS CREDIT AGREEMENT



         in the case of each LC Issuer, Lender, and Administrative Agent, Taxes
         imposed on its income and franchise Taxes imposed on it by the
         jurisdiction under the laws of which such LC Issuer, Lender (or its
         Applicable Lending Office), or Administrative Agent (as the case may
         be) is organized, or any political subdivision thereof. If Borrowers
         shall be required by law to deduct any Taxes from or in respect of any
         sum payable under any Loan Document to any LC Issuer, Lender, or
         Administrative Agent, (i) the sum payable shall be increased as
         necessary so that after making all required deductions (including
         deductions applicable to additional sums payable under this SECTION
         4.6) such LC Issuer, Lender, or Administrative Agent receives an amount
         equal to the sum it would have received had no such deductions been
         made, (ii) Borrowers shall make such deductions, (iii) Borrowers shall
         pay the full amount deducted to the relevant taxation authority or
         other authority in accordance with applicable law, and (iv) Borrowers
         shall furnish to Administrative Agent, at its address listed in
         SCHEDULE 2.1, the original or a certified copy of a receipt evidencing
         payment thereof.

                  (b) Stamp and Documentary Taxes. In addition, Borrowers
         (jointly and severally) agree to pay any and all present or future
         stamp or documentary taxes and any other excise or property taxes or
         charges or similar levies which arise from any payment made under any
         Loan Document or from the execution or delivery of, or otherwise with
         respect to, any Loan Document (hereinafter referred to as "OTHER
         TAXES").

                  (c) Indemnification for Taxes. Borrowers (jointly and
         severally) agree to indemnify each LC Issuer, Lender, and
         Administrative Agent for the full amount of Taxes and Other Taxes
         (including, without limitation, any Taxes or Other Taxes imposed or
         asserted by any jurisdiction on amounts payable under this SECTION 4.6)
         paid by such LC Issuer, Lender, or Administrative Agent (as the case
         may be) and any liability (including penalties, interest, and expenses)
         arising therefrom or with respect thereto.

                  (d) Withholding Tax Forms. Each Lender organized under the
         Laws of a jurisdiction outside the United States, on or prior to the
         Closing Date in the case of each Lender listed on the signature pages
         hereof and on or prior to the date on which it becomes a Lender in the
         case of each other Lender, and from time to time thereafter if
         requested in writing by Borrowers or Administrative Agent (but only so
         long as such Lender remains lawfully able to do so), shall provide
         Borrowers and Administrative Agent with (i) two duly completed copies
         of Internal Revenue Service Form W-BEN, W-8ECI, W-8IMY, W-9, or other
         applicable form, as the case may be, certifying in each case that such
         Lender is entitled to benefits under an income tax treaty to which the
         United States is a party which reduces the rate of withholding tax on
         payments of interest or certifying that the income receivable pursuant
         to this Agreement is effectively connected with the conduct of a trade
         or business in the United States, or certifying that such Lender is
         entitled to an exemption from or a reduced rate of tax on payment
         pursuant to the "portfolio interest" exception under section 871(h) or
         881(c) of the Code, (ii) if applicable, a statement indicating that
         such Holder is entitled to the "portfolio interest" exception under
         Section 871(h) or 881(c)(3) of the Code, and (iii) any other
         governmental forms or certificates which are necessary or required
         under an applicable tax treaty or otherwise by Law to reduce or
         eliminate withholding tax, which has been reasonably requested by
         Borrowers or Administrative Agent. If an event (including without
         limitation any change in treaty, Law, or regulation) occurs after the
         date hereof which renders all such forms inapplicable or which would
         prevent any Lender from duly completing and delivering any such form
         with respect to it and such Lender advises Borrowers and Administrative
         Agent that it is not capable of receiving payments without any
         deduction or withholding of United States federal income tax, such
         Lender shall not be required to deliver such forms.


                                       32                  ACS CREDIT AGREEMENT



                  (e) Failure to Provide Withholding Forms; Changes in Tax Laws.
         For any period with respect to which a Lender has failed to provide
         Borrowers and Administrative Agent with the appropriate form pursuant
         to SECTION 4.6(d) (unless such failure is due to a change in Law
         occurring subsequent to the date on which a form originally was
         required to be provided), such Lender shall not be entitled to
         indemnification under SECTION 4.6(a) or 4.6(b) with respect to Taxes
         imposed by the United States; provided, however, that should a Lender,
         which is otherwise exempt from or subject to a reduced rate of
         withholding tax, become subject to Taxes because of its failure to
         deliver a form required hereunder, Borrowers shall take such steps as
         such Lender shall reasonably request to assist such Lender to recover
         such Taxes.

                  (f) Change in Applicable Lending Office. If Borrowers are
         required to pay additional amounts to or for the account of any Lender
         pursuant to this SECTION 4.6, then such Lender will agree to use
         reasonable efforts to change the jurisdiction of its Applicable Lending
         Office so as to eliminate or reduce any such additional payment which
         may thereafter accrue if such change, in the judgment of such Lender,
         is not otherwise disadvantageous to such Lender.

                  (g) Tax Payment Receipt. Within thirty (30) days after the
         date of any payment of Taxes, Borrowers shall furnish to Administrative
         Agent the original or a certified copy of a receipt evidencing such
         payment.

                  (h) Survival. Without prejudice to the survival of any other
         agreement of Borrowers hereunder, the agreements and obligations of
         Borrowers contained in this SECTION 4.6 shall survive for eighteen (18)
         months after termination of the Revolver Commitment and the payment in
         full of the Obligation.

         4.7 REMOVAL OF LENDERS. If (a) a Lender or a Participant requests
compensation pursuant to SECTIONS 4.1 or 4.6 and the Required Lenders are not
also doing the same, or (b) the obligation of a Lender to make Eurodollar Rate
Borrowings or to continue, or to convert Borrowings into Eurodollar Rate
Borrowings shall be suspended pursuant to SECTION 4.1 or SECTION 4.3, but the
obligation of the Required Lenders shall not have been suspended under such
Sections, Borrowers may either (i) demand that such Lender or Participant (the
"AFFECTED LENDER"), and upon such demand the Affected Lender shall promptly,
assign its Revolver Commitment and all of its Principal Debt to an Eligible
Assignee subject to and in accordance with the provisions of SECTION 13.12(b)
for a purchase price equal to the aggregate principal balance of Principal Debt
then owing to the Affected Lender (together with any participation held by the
Affected Lender in any Swing Line Principal Debt pursuant to SECTION 2.3(b) or
in any LC and related reimbursement obligations under the LC Subfacility
pursuant to SECTION 2.2(b)) plus any accrued but unpaid interest thereon,
accrued but unpaid fees owing to the Affected Lender, and any amounts owing the
Affected Lender under SECTION 4, or (ii) pay to the Affected Lender the
aggregate principal balance of Principal Debt (together with any participation
held by the Affected Lender in any Swing Line Loan pursuant to SECTION 2.3(b) or
in any LC and related reimbursement obligations under the LC Subfacility
pursuant to SECTION 2.2(b)) then owing to the Affected Lender plus any accrued
but unpaid interest thereon, accrued but unpaid fees owing to the Affected
Lender, and any amounts owing the Affected Lender under SECTION 4, whereupon the
Affected Lender shall no longer be a party hereto or have any rights or
obligations hereunder or under any of the other Loan Documents, subject to the
survival of certain provisions as set forth in SECTION 13.13. Each of
Administrative Agent and the Affected Lender shall reasonably cooperate in
effectuating the replacement of an Affected Lender under this Section, but at no
time shall Administrative Agent, the Affected Lender, or any other Lender be
obligated in any way whatsoever to initiate any such replacement or to assist in
finding an Eligible Assignee. The exercise by Borrowers of the rights under this
Section shall be at Borrowers' sole cost and expenses and at no cost or expense
to Administrative Agent, the Affected Lender, or any of the other Lenders and
shall not be available if any Default or Potential Default has occurred and is
continuing. The


                                       33                  ACS CREDIT AGREEMENT



terms of this Section shall not in any way limit Borrowers' obligation to pay to
any Affected Lender compensation owing to such Affected Lender pursuant to
SECTION 4.

SECTION 5 FEES.

         5.1 TREATMENT OF FEES. Except as otherwise provided by Law, the fees
described in this SECTION 5: (a) do not constitute compensation for the use,
detention, or forbearance of money, (b) are in addition to, and not in lieu of,
interest and expenses otherwise described in the Loan Documents, (c) shall be
payable in accordance with SECTION 3.1(c), (d) shall be non-refundable, (e)
shall, to the fullest extent permitted by Law, bear interest, if not paid when
due, at the Default Rate, and (f) shall be calculated on the basis of actual
number of days (including the first day but excluding the last day) elapsed, but
computed as if each calendar year consisted of 360 days, unless such computation
would result in interest being computed in excess of the Maximum Rate in which
event such computation shall be made on the basis of a year of 365 or 366 days,
as the case may be.

         5.2 FEES OF ADMINISTRATIVE AGENT AND ARRANGER. Borrowers shall pay to
Administrative Agent and Arranger, as the case may be, solely for their
respective accounts, the fees described in that certain separate letter
agreement dated as of August 7, 2002, between ACS, Administrative Agent, and
Arranger.

         5.3 FACILITY FEE. Borrowers shall pay to the Administrative Agent for
the account of each Lender, in accordance with its Commitment Percentage, a
facility fee (the "FACILITY FEE") equal to the Applicable Margin for Facility
Fee (applied on a per diem basis) times the actual daily amount of the Revolver
Commitment, regardless of usage (or if the Revolver Commitment has been
terminated, such Lender's Pro Rata Part calculated on the Principal Debt). The
Facility Fee shall accrue at all times from the Closing Date until the date the
Principal Debt has been paid in full and the Revolver Commitment has been
terminated and shall be due and payable on the 10th Business Day of each
January, April, July, and October, commencing with the first such date to occur
after the Closing Date, and ending on the date both the Principal Debt has been
paid in full and the Revolver Commitment has been terminated for the amount
accrued during the previous fiscal quarterly period. The Facility Fee shall be
calculated for the amount accrued during the previous fiscal quarterly period,
in accordance with SECTION 5.1(f), and if there is any change in the Applicable
Margin during any quarter, the actual daily amount shall be computed and
multiplied by the Applicable Margin for Facility Fees (on a per diem basis)
separately for each period during such quarter that such Applicable Margin was
in effect. The Facility Fee shall accrue at all times, including at any time
during which one or more of the conditions in SECTION 7.2 is not met.

         5.4 UTILIZATION FEE. Borrowers shall pay to the Administrative Agent
for the account of each Lender, in accordance with its Commitment Percentage, a
utilization fee (the "UTILIZATION FEE") equal to the Applicable Margin for
Utilization Fee (applied on a per diem basis) times the actual daily aggregate
Revolver Commitment Usage; provided that (i) on and after March __, 2003, but
prior to the Termination Date, the Utilization Fee shall be payable only in
respect of each day that such aggregate Revolver Commitment Usage exceeds 50% of
the Revolver Commitment then in effect, and (ii) on and after the Termination
Date, the Utilization Fee shall be payable only in respect of each day that such
aggregate Revolver Commitment Usage exceeds 50% of the Revolver Commitment that
was in existence on the Business Day immediately prior to the termination of the
Revolver Commitment. The Utilization Fee shall be due and payable on the 10th
Business Day of each January, April, July and October, commencing with the first
such date to occur after the Closing Date, and ending on the date both the
Principal Debt has been paid in full and the Revolver Commitment has been
terminated for the amount accrued during the previous fiscal quarterly period.
The Utilization Fee shall be calculated for the amount accrued during the
previous fiscal quarterly period in accordance with SECTION 5.1(f), and if there
is any change in the Applicable Margin during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Margin for Utilization
Fee (on a per diem basis) separately for each period during such quarter


                                       34                  ACS CREDIT AGREEMENT


that such Applicable Margin was in effect. The Utilization Fee shall accrue at
all times, including at any time during which one or more of the conditions in
SECTION 7.2 is not met.

         5.5 LC FEES. As an inducement for the issuance (including, without
limitation, any extension) of each LC, Borrowers (jointly and severally) agree
to pay:

                  (a) To Administrative Agent, for the account of each Lender,
         according to each Lender's Commitment Percentage on the day the fee is
         payable, a LC issuance fee payable for the amount accrued during the
         previous fiscal quarterly period, on the 10th Business Day of each
         January, April, July, and October, and on the expiry date of the LC for
         the amount accrued during the previous fiscal quarterly period. The
         issuance fee for each LC or any extension thereof shall be in an amount
         equal to the product of (a) the Applicable Margin for Eurodollar Rate
         Borrowings in effect on the date of payment of such fee (calculated on
         a per annum basis) multiplied by (b) the average Dollar Equivalent of
         the stated amount of such LC during the period of determination.

                  (b) To the applicable LC Issuer, solely for its individual
         account, and in addition to such LC Issuer's ratable portion of the LC
         issuance fees payable pursuant to SECTION 5.5(a), a fronting fee of
         0.125% of the Dollar Equivalent of the face amount of such LC (or
         extensions thereof) payable on the date of issuance of any LC by such
         LC Issuer (or any extension thereof). In addition, Borrowers shall pay
         to the applicable LC Issuer, solely for its individual account,
         standard administrative charges for LC amendments.

SECTION 6. SECURITY; GUARANTIES.

         6.1 BORROWERS, GUARANTIES, AND FOREIGN STOCK PLEDGES. Borrowers agree
that, at all times (subject to the grace periods set forth in the last sentence
of this SECTION 6.1), the sum of: (a) the EBITDA of ACS, plus (b) the EBITDA of
all then-existing Domestic Subsidiary Obligors, plus (c) the EBITDA of all
Pledged Foreign Subsidiaries, plus (d) at the option of Borrowers as reflected
on the most recent certificate demonstrating compliance with the Coverage
Requirement, the EBITDA of any Included Foreign Subsidiaries, shall equal or
exceed 65% of the consolidated EBITDA of the Companies (such requirement
referred to herein as the "COVERAGE REQUIREMENT"). ACS shall, within the time
periods required below, add a Domestic Subsidiary Obligor as a Guarantor or
Borrower or deliver a Foreign Stock Pledge from a Domestic Subsidiary in order
to satisfy the Coverage Requirement by complying with the conditions precedent
set forth in SECTION 7.3. For purposes of the Coverage Requirement calculation,
EBITDA shall be calculated (i) for the applicable Company on an unconsolidated
basis without giving effect to the EBITDA of any Subsidiaries of such Company
and (ii) based on the most recently ended Rolling Period for which Financial
Statements have been delivered. If any Compliance Certificate delivered pursuant
to SECTION 9.3 or any other certificate requested by Administrative Agent with
respect to compliance with this SECTION 6.1 indicates that the Coverage
Requirement is not satisfied, then Borrowers shall have up to (y) 20 days from
the date of delivery of such Compliance Certificate or other certificate to add
additional Borrowers or Guarantors or (z) 45 days to deliver additional Foreign
Stock Pledges, such that after giving effect to such additional Borrowers,
Guarantors, and Foreign Stock Pledges, the Coverage Requirement is satisfied.

         6.2 RELEASE OF BORROWERS, GUARANTIES, AND COLLATERAL. Upon delivery of
a proforma Compliance Certificate demonstrating and certifying to Administrative
Agent that no Default or Potential Default exists or will exist immediately
after (i) subtracting the EBITDA of any Borrower or Guarantor that is to be
released, or any Pledged Foreign Subsidiary whose Stock is to be released, from
the calculation of the Coverage Requirement and (ii) adding the EBITDA of any
additional Borrowers or Guarantors being provided concurrently therewith, plus
the EBITDA of any Foreign Subsidiaries whose Stock is pledged (and, at the
option of the Borrowers, any Included Foreign Subsidiaries) concurrently


                                       35                  ACS CREDIT AGREEMENT


therewith, Administrative Agent shall (and is hereby irrevocably authorized by
Lenders to) execute a release of such Borrower from its obligations as a
Borrower under the Loan Documents, including its obligation to pay the
Obligation, such Guarantor from its Guaranty, and/or the Liens granted to
Administrative Agent for the benefit of Lenders in the Stock of such Foreign
Subsidiary (along with the termination of the related Foreign Stock Pledge)
substantially in the forms of EXHIBITS G-1, G-2, and/or G-3, as applicable;
provided that nothing herein shall permit Administrative Agent to release ACS as
a Borrower without the consent of all Lenders; and provided further that
Administrative Agent shall not be required to execute any such document other
than such a release of such Borrowers, Liens, and Guaranties in substantially
the forms attached hereto as EXHIBITS G-1, G-2, and/or G-3, as applicable.

         6.3 CONTROL; LIMITATION OF RIGHTS. Notwithstanding anything herein or
in any other Loan Document to the contrary, (a) the transactions contemplated
hereby (i) do not and will not constitute, create, or have the effect of
constituting or creating, directly or indirectly, actual or practical ownership
of any Loan Party by Agents or Lenders, or control, affirmative or negative,
direct or indirect, by Agents or Lenders over the management or any other aspect
of the operation of any Loan Party, which ownership or control remains
exclusively and at all times in the Loan Parties.

SECTION 7 CONDITIONS PRECEDENT.

         7.1 CONDITIONS PRECEDENT TO CLOSING. This Agreement shall not become
effective, and Lenders shall not be obligated to make their initial extension of
credit, unless Administrative Agent has received all of the agreements,
documents, instruments, and other items described on SCHEDULE 7.1.
Notwithstanding anything to the contrary contained herein, the Agreement shall
be deemed effective upon the making of the initial extension of credit
hereunder.

         7.2 CONDITIONS PRECEDENT TO EACH BORROWING. Lenders will not be
obligated to fund (as opposed to continue or convert) any Borrowing, and no LC
Issuer will be obligated to issue any LC, as the case may be, unless on the date
of such Borrowing or issuance (and after giving effect thereto), as the case may
be: (a) Administrative Agent (and LC Issuer, if applicable) shall have timely
received therefor a Borrowing Notice or a LC Request (together with the
applicable LC Agreement), as the case may be; (b) Administrative Agent and the
applicable LC Issuer shall have received, as applicable, the LC fees provided
for in SECTION 5.5 hereof; (c) all of the representations and warranties of any
Company set forth in the Loan Documents are true and correct in all material
respects (except to the extent that (i) the representations and warranties speak
to a specific date or (ii) the facts on which such representations and
warranties are based have been changed by transactions expressly contemplated or
permitted by the Loan Documents); (d) no Default or Potential Default shall have
occurred and be continuing; and (e) the funding of such Borrowings and issuance
of such LC, as the case may be, is permitted by Law. Each Borrowing Notice and
LC Request delivered to Administrative Agent (or LC Issuers, as applicable)
shall constitute the representation and warranty by Borrowers to Administrative
Agent (or LC Issuers, as applicable) that, as of the Borrowing Date or the date
of issuance of the requested LC, as the case may be, the statements above are
true and correct in all respects. Each condition precedent in this Agreement is
material to the transactions contemplated in this Agreement, and time is of the
essence in respect of each thereof. Subject to the prior written approval of
Required Lenders (or as otherwise set forth in SECTIONS 2.2(c) or 2.3(b)),
Lenders may fund any Borrowing, and LC Issuers may issue any LC, without all
conditions being satisfied, but, to the extent permitted by Law, the same shall
not be deemed to be a waiver of the requirement that each such condition
precedent be satisfied as a prerequisite for any subsequent funding or issuance,
unless Required Lenders specifically waive each such item in writing.

         7.3 CONDITIONS PRECEDENT TO ADDITIONAL BORROWERS, GUARANTORS, OR
FOREIGN STOCK PLEDGES. No Person shall become a Borrower or Guarantor, and no
Pledgor shall deliver a Foreign Stock Pledge until such Person shall have
satisfied the conditions and delivered, or caused to be delivered, to
Administrative Agent, all documents and certificates set forth on SCHEDULE 7.3.
All documentation



                                       36                  ACS CREDIT AGREEMENT


delivered and satisfaction of conditions pursuant to the requirements of SECTION
7.3 must be reasonably satisfactory to Administrative Agent; provided, however
that upon the delivery to Administrative Agent of all documents and certificates
set forth on SCHEDULE 7.3 with respect to each such Person, the Borrowers shall
be deemed to have complied with SECTION 6.2; and provided further that Borrowers
agree to promptly address any reasonable requests made by Administrative Agent
or Required Lenders concerning any such documents and certificates.

SECTION 8 REPRESENTATIONS AND WARRANTIES. Each Company represents and warrants
to Administrative Agent and Lenders as follows:

         8.1 PURPOSE OF CREDIT FACILITY. Borrowers will use (or will advance
such proceeds to their Subsidiaries to so use) all proceeds of Borrowings for
one or more of the following: (a) to repay the Debt existing under the Existing
Credit Agreements and pay the related costs and expenses; (b) to finance
Acquisitions; (c) for working capital of the Companies; and (d) for general
corporate purposes; provided that, on the Closing Date the proceeds of
Borrowings will not be used to back-stop commercial paper. No Company is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any "margin stock" within the
meaning of Regulation U. No part of the proceeds of any Borrowing will be used,
directly or indirectly, for a purpose which violates any Law, including, without
limitation, the provisions of Regulation T, U, or X (as enacted by the Board of
Governors of the Federal Reserve System, as amended).

         8.2 EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS. Each
Company is duly organized, validly existing, and in good standing under the Laws
of its jurisdiction of organization. Except where not a Material Adverse Event,
each Company is duly qualified to transact business and is in good standing in
each jurisdiction where the nature and extent of its business and properties
require the same. Except where not a Material Adverse Event, each Company
possesses all the Authorizations necessary or required in the conduct of its
respective business(es), and the same are valid, binding, enforceable, and
subsisting without any defaults thereunder or enforceable adverse limitations
thereon and are not subject to any proceedings or claims opposing the issuance,
development, or use thereof or contesting the validity thereof. No Authorization
which has not been obtained is required by reason of or in connection with the
execution and performance of the Loan Documents by the Loan Parties.

         8.3 SUBSIDIARIES; CAPITAL STOCK. All of the outstanding shares of Stock
of each Company are duly authorized, validly issued, fully paid, and
nonassessable and are owned free and clear of any Liens, restrictions, claims,
or Rights of another Person, other than Permitted Liens, and none of such shares
owned by any Company which is subject to a Foreign Stock Pledge is subject to
any restriction on transfer thereof except for restrictions imposed by
applicable securities Laws and general corporate Laws.

         8.4 AUTHORIZATION AND CONTRAVENTION. The execution and delivery by each
Loan Party of each Loan Document to which it is a party and the performance by
such Loan Party of its obligations thereunder (a) are within the organizational
power of such Loan Party; (b) will have been duly authorized by all necessary
organizational action on the part of such Loan Party when such Loan Document is
executed and delivered, (c) require no action by or in respect of, or filing
with, any Governmental Authority, which action or filing has not been taken or
made on or prior to the Closing Date (or if later, the date of execution and
delivery of such Loan Document), (d) will not violate any provision of the
Constituent Documents of such Loan Party, (e) except where not a Material
Adverse Event, will not violate any provision of Law applicable to it, (f)
except where not a Material Adverse Event, will not violate any Material
Agreements to which it is a party, and (g) will not result in the creation or
imposition of any Lien on any asset of any Loan Party, other than Permitted
Liens.

         8.5 BINDING EFFECT. Upon execution and delivery by all parties thereto,
each Loan Document will constitute a legal, valid, and binding obligation of
each Loan Party party thereto,



                                       37                  ACS CREDIT AGREEMENT


enforceable against each such Loan Party in accordance with its terms, except as
enforceability may be limited by applicable Debtor Relief Laws and general
principles of equity.

         8.6 FINANCIAL STATEMENTS. The Current Financials were prepared in
accordance with GAAP and present fairly, in all material respects, the
consolidated financial condition, results of operations, and cash flows of the
Companies as of, and for the portion of the fiscal year ending on, the date or
dates thereof (subject only to normal year-end audit adjustments for interim
statements). There were no material liabilities, direct or indirect, fixed or
contingent, of the Companies as of the date or dates of the Current Financials
which are required under GAAP to be reflected therein or in the notes thereto,
and are not so reflected. Except for transactions directly related to,
specifically contemplated by, or expressly permitted by, the Loan Documents, and
except where not a Material Adverse Event, (a) there have been no changes in the
consolidated financial condition of the Companies from that shown in the Current
Financials after the date of such Current Financials, and (b) no Company has
incurred any liability (including, without limitation, any liability under any
Environmental Law), direct or indirect, fixed or contingent, after such date.

         8.7 LITIGATION, CLAIMS, INVESTIGATIONS. Except as disclosed on SCHEDULE
8.7 and where not a Material Adverse Event, no Company is subject to, or aware
of the threat of, any Litigation which is reasonably likely to be determined
adversely to any Company. Except where not a Material Adverse Event, there are
no formal complaints, suits, claims, investigations, or proceedings initiated at
or by any Governmental Authority pending or (to the knowledge of ACS) threatened
by or against any Company, nor any judgments, decrees, or orders of any
Governmental Authority outstanding against any Loan Party or any Subsidiary
thereof.

         8.8 TAXES. All Tax returns of each Company required to be filed have
been filed (or extensions have been granted) prior to delinquency, except for
any such returns for which the failure to so file is not a Material Adverse
Event, and all Taxes imposed upon each Company which are due and payable have
been paid prior to delinquency, other than Taxes for which the criteria for
Permitted Liens (as specified in SECTION 9.13(b)(VI)) have been satisfied or for
which nonpayment thereof is not a Material Adverse Event.

         8.9 ENVIRONMENTAL MATTERS. No Company (a) knows of any environmental
condition or circumstance, such as the presence or Release of any Hazardous
Substance, on any property presently or previously owned by any Company that is
a Material Adverse Event, (b) knows of any violation by any Company of any
Environmental Law, except for such violations that are not a Material Adverse
Event, or (c) knows that any Company is under any obligation to remedy any
violation of any Environmental Law, except for such obligations that are not a
Material Adverse Event; provided, however, that except where not a Material
Adverse Event, each Company (x) to the best of its knowledge, has in full force
and effect all Environmental Permits, licenses, and approvals required to
conduct its operations and is operating in substantial compliance thereunder,
and (y) has taken prudent steps to determine that its properties and operations
are not in violation of any Environmental Law.

         8.10 EMPLOYEE BENEFIT PLANS. (a) No Employee Plan has incurred an
"accumulated funding deficiency" (as defined in Section 302 of ERISA and Section
412 of the Code) which is a Material Adverse Event, (b) no Company or ERISA
Affiliate thereof has incurred liability to the PBGC or with respect to an
Employee Plan, which liability is currently due and remains unpaid under Title
IV of ERISA and which is a Material Adverse Event, (c) each Employee Plan
subject to ERISA and the Code complies in all respects, both in form and
operation, with ERISA and the Code, except for such non-compliance that is not a
Material Adverse Event, (d) no ERISA Event has occurred or is reasonably
expected to occur with respect to any Employee Plan or Multiemployer Plan which
is a Material Adverse Event, (e) the present value of all accrued benefits under
each Employee Plan (based on actuarial assumptions used for funding purposes in
the most recent actuarial valuation prepared by the Employee Plan's actuary with


                                       38                  ACS CREDIT AGREEMENT


respect to such Employee Plan) did not, as of the last annual actuarial
valuation date for such Employee Plan, exceed the then-current value of the
assets of such Employee Plan except for such an excess that is not a Material
Adverse Event, and (f) the present value of accrued benefits under each Employee
Plan (based on PBGC actuarial assumptions used for plan termination), does not
exceed the value of the assets of such Employee Plan by more than $25,000,000.

         8.11 PROPERTIES; LIENS. Except where not a Material Adverse Event, each
Company has good and marketable title to all its property reflected on the
Current Financials, except as otherwise permitted by the Loan Documents. Except
for Permitted Liens, there is no Lien on any property of any Company.

         8.12 GOVERNMENT REGULATIONS. No Company is subject to regulation under
the Investment Company Act of 1940, as amended, the Public Utility Holding
Company Act of 1935, as amended, or any other Law (other than Regulations T, U,
and X of the Board of Governors of the Federal Reserve System) which regulates
the incurrence of Debt.

         8.13 INTELLECTUAL PROPERTY. Except where not a Material Adverse Event,
each Company owns or has sufficient and legally enforceable Rights to use all
material licenses, patents, patent applications, copyrights, service marks,
trademarks, trademark applications, and trade names necessary to continue to
conduct its businesses as heretofore conducted by it, now conducted by it, and
now proposed to be conducted by it. Each Company is conducting its business
without infringement or claim of infringement of any license, patent, copyright,
service mark, trademark, trade name, trade secret, or other intellectual
property right of others, other than any such infringements or claims which, if
successfully asserted against or determined adversely to any Company, is not a
Material Adverse Event. No infringement or claim of infringement by others of
any material license, patent, copyright, service mark, trademark, trade name,
trade secret, or other intellectual property of any Company exists, except where
such Company is actively prosecuting to cease such infringement or such
infringement (if it continued unabated) is not a Material Adverse Event.

         8.14 COMPLIANCE WITH LAWS. No Company is in violation of any Laws
(including, without limitation, Environmental Laws) other than such violations
which are not a Material Adverse Event. No Company has received notice alleging
any noncompliance with any Laws, except for such noncompliance which no longer
exists, or which is not a Material Adverse Event.

         8.15 REGULATION U. "Margin Stock" (as defined in Regulation U)
constitutes less than 25% of those assets of the Companies, which are subject to
any limitation on sale, pledge, or other restrictions hereunder.

         8.16 FULL DISCLOSURE. No representation or warranty of any Loan Party
contained in this Agreement (including any Schedule furnished in connection
herewith) contains any untrue statement of a material fact. No other document,
certificate, or written statement furnished to Administrative Agent or any
Lender by or on behalf of any Loan Party for use in connection with the
transactions contemplated in this Agreement, taken as a whole with other
documents, certificates, or written statements furnished contemporaneously
therewith, contains any untrue statement of fact or omits to state a material
fact (known to such Loan Party in the case of any documents not furnished by it)
necessary in order to make the statements contained therein not misleading in
light of the circumstances under which the same were made.

         8.17 NO DEFAULT. No Default or Potential Default exists or will arise
as a result of the execution of the Loan Documents or of any Borrowing
hereunder.

         8.18 CONTINGENT "EARN-OUT" PAYMENTS. SCHEDULE 8.18 (as supplemented and
modified in writing from time to time to reflect any changes to such Schedule as
a result of transactions permitted by


                                       39                  ACS CREDIT AGREEMENT


the Loan Documents) describes all material contractual agreements entered into
by any Company to make contingent ("earn-out") payments based on the financial
performance of any Company or its Subsidiaries. For purposes of this SECTION
8.18, such transactions are "material" if they require any Company to pay over
the course of such transactions, more than $25,000,000 with respect to any
individual transaction.

SECTION 9 COVENANTS. Each Loan Party covenants and agrees (and agrees to cause
its Subsidiaries and, with respect to SECTION 9.10, its ERISA Affiliates) to
perform, observe, and comply with each of the following covenants applicable to
such Person, from the Closing Date and so long thereafter as Lenders are
committed to fund Borrowings and any LC Issuer is committed to issue LCs under
this Agreement and thereafter until the payment in full of the Principal Debt
(and termination of outstanding LCs, if any) and payment in full of any other
Obligation then due and owing, unless Borrowers receive a prior written consent
to the contrary by Administrative Agent as authorized by Required Lenders:

         9.1 USE OF PROCEEDS. Borrowers shall use (and shall cause each other
Company to use) the proceeds of Borrowings only for the purposes represented
herein.

         9.2 BOOKS AND RECORDS. The Companies shall maintain books, records, and
accounts necessary to prepare financial statements in accordance with GAAP.

         9.3 ITEMS TO BE FURNISHED. ACS shall cause the following to be
furnished to Administrative Agent for delivery to Lenders:

                  (a) Promptly after preparation, and no later than 90 days
         after the last day of each fiscal year of ACS, Financial Statements
         showing the consolidated financial condition and results of operations
         calculated for the Companies, as of, and for the year ended on, such
         day, accompanied by:

                           (i) the unqualified opinion of a firm of
                  nationally-recognized independent certified public
                  accountants, based on an audit using generally accepted
                  auditing standards, that such Financial Statements were
                  prepared in accordance with GAAP and present fairly the
                  consolidated financial condition and results of operations of
                  the Companies; and

                           (ii) a Compliance Certificate.

                  (b) Promptly after preparation, and no later than 45 days
         after the last day of each of the first three fiscal quarters of ACS
         each year, Financial Statements showing the consolidated financial
         condition and results of operations calculated for the Companies for
         such fiscal quarter and for the period from the beginning of the
         then-current fiscal year to, such last day, accompanied by a Compliance
         Certificate.

                  (c) Notice, promptly after any Company knows or has reason to
         know of (i) the existence and status of any Litigation, any order or
         judgment for the payment of money, or any warrant of attachment,
         sequestration, or similar proceeding against the assets of any Company
         which is a Material Adverse Event, (ii) any matter that could result in
         a Material Adverse Event, (iii) a Default or Potential Default
         specifying the nature thereof and what action any Company has taken, is
         taking, or proposes to take with respect thereto, (iv) any federal,
         state, or local Law limiting or controlling the operations of any
         Company which has been issued or adopted hereafter and which is a
         Material Adverse Event, (v) the receipt by any Company of notice of any
         violation or alleged violation of any Environmental Law or
         Environmental Permit or any Environmental Liability or potential
         Environmental Liability, which violation or liability or alleged
         violation or


                                       40                  ACS CREDIT AGREEMENT


         liability is a Material Adverse Event, (vi) any public announcement by
         Moody's or S&P of any change in a Debt Rating, or (vii) the occurrence
         of an ERISA Event or the incurrence of any liability by any Company or
         ERISA Affiliate with respect to any ERISA Event, in either case which
         is a Material Adverse Event, specifying the nature thereof and what
         action such Company or ERISA Affiliate has taken, is taking, or
         proposes to take with respect thereto.

                  (d) Promptly upon receipt thereof, copies of (A) all notices
         from the PBGC terminating or appointing a trustee for any Employee
         Plan, (B) all notices of termination or reorganization from any sponsor
         of a Multiemployer Plan, (C) all notices from any sponsor of a
         Multiemployer Plan imposing withdrawal liability on any Company or
         ERISA Affiliate thereof, and (D) all notices from the PBGC regarding a
         potential Reportable Event or a request for information to assess the
         impact of any proposed transaction of any Company or ERISA Affiliate
         thereof.

                  (e) Promptly after filing, true, correct, and complete copies
         of all material reports or filings filed by or on behalf of any Company
         to the Securities and Exchange Commission (including each Form 10-K,
         Form 10-Q, and Form 8-K filed by or on behalf of any Company), and, if
         requested by Administrative Agent any other Governmental Authority.

                  (f) Promptly upon request therefor by Administrative Agent or
         Lenders, such information (not otherwise required to be furnished under
         the Loan Documents) respecting the business affairs, assets, and
         liabilities of the Companies, and such opinions, certifications, and
         documents, in addition to those mentioned in this Agreement, as
         reasonably requested.

         9.4 INSPECTIONS. Upon reasonable notice, the Companies shall allow
Administrative Agent or any Lender (or their respective Representatives) to
inspect any of their properties, to review reports, files, and other records and
to make and take away copies thereof, to conduct tests or investigations, and to
discuss any of their respective affairs, conditions, and finances with other
creditors, directors, officers, employees, other representatives, and
independent accountants of the Companies, from time to time, during reasonable
business hours.

         9.5 TAXES. Except where not a Material Adverse Event, each Company
shall promptly pay when due any and all Taxes other than Taxes the
applicability, amount, or validity of which is being contested in good faith by
lawful proceedings diligently conducted, and against which reserve or other
provision required by GAAP has been made or is otherwise permitted hereunder.

         9.6 PAYMENT OF OBLIGATIONS. Borrowers shall pay the Obligation in
accordance with the terms and provisions of the Loan Documents. Borrowers shall
be jointly and severally liable for the Obligation. Except where not a Material
Adverse Event, each Company shall promptly pay (or renew and extend) all of its
material obligations as the same become due (unless such obligations [other than
the Obligation] are being contested in good faith by appropriate proceedings and
against which reserves or other provision required by GAAP has been made).
Notwithstanding anything to the contrary contained in this Agreement or any
other agreement or instrument executed in connection with the payment of any of
the Obligation, the amount of the Obligation for which any Borrower (other than
ACS) is liable shall be limited to an aggregate amount equal to the largest
amount that would not render such Borrower's obligations hereunder subject to
avoidance under Section 548 of the United States Bankruptcy Code or any
comparable provision of any applicable state Law.

         9.7 MAINTENANCE OF EXISTENCE, ASSETS, AND BUSINESS. Except as otherwise
permitted by SECTION 9.21, each Company shall at all times: (a) maintain its
existence and good standing in the jurisdiction of its organization and its
authority to transact business in all other jurisdictions where the


                                       41                  ACS CREDIT AGREEMENT


failure to so maintain its existence, good standing, or authority to transact
business is a Material Adverse Event; (b) maintain all licenses, permits, and
franchises necessary for its business where the failure to so maintain is a
Material Adverse Event; and (c) keep all of its assets which are useful in and
necessary to its business in good working order and condition (ordinary wear and
tear excepted) and make all necessary repairs thereto and replacements thereof
except where the failure to so maintain is a Material Adverse Event.

         9.8 INSURANCE. The Companies shall, at their cost and expense, maintain
with financially sound, responsible, and reputable insurance companies or
associations insurance covering its properties and business against such risks,
in such amounts, and with no greater risk retention as are customarily
maintained, insured, or retained by companies of established repute engaged in
the same or similar business as such Company. Upon the request of Administrative
Agent, ACS will furnish to Lenders information presented in reasonable detail as
to the insurance so carried.

         9.9 PRESERVATION AND PROTECTION OF RIGHTS. Each Loan Party shall
perform such acts and duly authorize, execute, acknowledge, deliver, file, and
record any additional agreements, documents, instruments, and certificates as
Administrative Agent or Required Lenders may reasonably deem necessary or
appropriate in order to preserve and protect the Rights of Administrative Agent
and Lenders under any Loan Document.

         9.10 EMPLOYEE BENEFIT PLANS. Except where not a Material Adverse Event,
no Loan Party shall permit any of the events or circumstances described in
SECTION 8.10 to exist or occur.

         9.11 ENVIRONMENTAL LAWS. Each Company shall (a) conduct its business so
as to comply with all applicable Environmental Laws except to the extent
noncompliance does not constitute a Material Adverse Event and (b) promptly
investigate and remediate any known Release or threatened Release of any
Hazardous Substance on any property owned by any Loan Party or at any facility
operated by any Loan Party to the extent and degree necessary to comply with Law
and to assure that any Release or threatened Release does not result in a
substantial endangerment to human health or the environment except to the
extent, in each case, that the failure to do so would not be a Material Adverse
Event.

         9.12 DEBT AND GUARANTIES.

                  (a) No Loan Party shall permit any of its Domestic
         Subsidiaries that are not Domestic Subsidiary Obligors to, directly or
         indirectly, create, incur, or suffer to exist any Debt, other than: (i)
         Debt owed to another Company and (ii) other Debt, so long as on any
         date of determination, such other Debt of all such Domestic
         Subsidiaries in the aggregate (without duplication) does not exceed 7
         1/2% of Net Worth on such date; and

                  (b) No Loan Party shall permit any of its Foreign Subsidiaries
         to, directly or indirectly, create, incur, or suffer to exist any Debt,
         other than: so long as on any date of determination (i) if no Foreign
         Stock Pledge has been delivered in order to satisfy the requirements of
         SECTION 6.1, the Debt of all Foreign Subsidiaries in the aggregate
         (without duplication and excluding Debt owed to another Company) does
         not exceed 20% of the Net Worth on such date, or (ii) if any Foreign
         Stock Pledge has been delivered in order to satisfy the requirements of
         SECTION 6.1, the Debt of all Foreign Subsidiaries in the aggregate
         (without duplication and excluding Debt owed to another Company) does
         not exceed 10% of Net Worth on such date.

         9.13 LIENS. No Company will, directly or indirectly, (a) enter into or
permit to exist any arrangement or agreement which directly or indirectly
prohibits any Company (other than Domestic


                                       42                  ACS CREDIT AGREEMENT


Subsidiaries that are not Domestic Subsidiary Obligors and Foreign Subsidiaries
that are not (i) Pledged Foreign Subsidiaries or (ii) Included Foreign
Subsidiaries) from creating or incurring any Lien on any of its assets, other
than (x) the Loan Documents, (y) customary provisions in leases restricting the
assignment thereof, and (z) the agreements evidencing Liens permitted by CLAUSES
(b)(iv) through (x) below, so long as such prohibitions extend solely to the
property or assets covered by such Liens, or (b) create, incur, or suffer or
permit to be created or incurred or to exist any Lien upon any of its assets,
except:

                           (i) Liens securing the Obligation;

                           (ii) Pledges or deposits made to secure payment of
                  worker's compensation, or to participate in any fund in
                  connection with worker's compensation, unemployment insurance,
                  pensions, or other social security programs, but expressly
                  excluding any Liens in favor of the PBGC or otherwise under
                  ERISA the existence of which is not a Material Adverse Event;

                           (iii) Good-faith pledges, Liens, or deposits made to
                  secure performance of bids, tenders, insurance or other
                  contracts (other than for the repayment of borrowed money), or
                  leases, or to secure statutory obligations, surety or appeal
                  bonds, or indemnity, performance, or other similar bonds as
                  all such Liens arise in the ordinary course of business;

                           (iv) Encumbrances consisting of zoning restrictions,
                  easements, or other restrictions on the use of real property,
                  none of which impair in any material respect the use of such
                  property by the Person in question in the operation of its
                  business, and none of which is violated by existing or
                  proposed structures or land use, in any case which is a
                  Material Adverse Event;

                           (v) Liens of landlords or of mortgagees of landlords
                  on fixtures and movable tangible property located on premises
                  leased in the ordinary course of business;

                           (vi) (x) claims and Liens for Taxes; (y) claims and
                  Liens upon, and defects of title to, real or personal
                  property, including any attachment of personal or real
                  property or other legal process prior to adjudication of a
                  dispute of the merits; and (z) claims and Liens of mechanics,
                  materialmen, warehousemen, carriers, landlords, or other like
                  Liens; so long as (A) the validity or amount thereof is being
                  contested in good faith and by appropriate and lawful
                  proceedings diligently conducted, reserve or other appropriate
                  provisions (if any) required by GAAP shall have been made, and
                  levy and execution thereon have been stayed and continue to be
                  stayed, or (B) the existence thereof is not a Material Adverse
                  Event;

                           (vii) Liens existing on the Closing Date and Liens
                  securing Capital Leases and purchase money obligations
                  (together with any renewal, extension, amendment, or
                  modification of any such Lien) so long as (w) in the case of
                  existing Liens, such Liens shall never extend to any assets
                  other than the assets subject to such Liens on the Closing
                  Date, (x) in the case of existing Liens, the total-principal
                  amount secured by those Liens never exceeds the greater of
                  either the total-principal amount secured as of the Closing
                  Date, (y) in the case of Liens securing Capital Leases, those
                  Liens never cover any assets except the assets subject to the
                  specific Capital Lease, and (z) in the case of Liens securing
                  purchase money obligations, those Liens never cover any assets
                  except the assets purchased or financed by such obligations;


                                       43                  ACS CREDIT AGREEMENT



                           (viii) Liens on the accounts receivable to the extent
                  permitted by SECTION 9.20;

                           (ix) Liens assumed in connection with any
                  Acquisition, which Liens are in existence at the time of such
                  Acquisition, not created in contemplation of such Acquisition,
                  and do not cover any assets other than the assets acquired
                  pursuant to such Acquisition; provided that such assumed Liens
                  are released and terminated within ninety (90) days following
                  the effective date of such Acquisition (or such Lien is
                  otherwise permitted under any other clause of this SECTION
                  9.13(b)); and

                           (x) Other Liens not otherwise permitted by this
                  SECTION 9.13(b), so long as on any date of determination, the
                  Debt secured by such Liens does not exceed 1% of the book
                  value of the assets of the Companies in the aggregate.

         9.14 TRANSACTIONS WITH AFFILIATES. No Company shall (a) enter into any
material transaction with any of its Affiliates (excluding transactions among or
between Companies and transactions permitted under SECTION 9.20), other than
transactions in the ordinary course of business and upon fair and reasonable
terms which have been approved by a majority of the respective Company's Board
of Directors that are disinterested in such transaction, or (b) pay any salaries
or other compensation, consulting fees, or management fees or other like
payments to any of its Affiliates, other than in the ordinary course of business
for services rendered.

         9.15 COMPLIANCE WITH LAWS AND DOCUMENTS. No Company shall violate the
provisions of any Laws (including, without limitation, Environmental Laws,
Environmental Permits, ERISA, and OSHA) applicable to it, or any Material
Agreement to which it is a party, if such violation is a Material Adverse Event;
no Company shall violate the provisions of its Constituent Documents, or modify,
repeal, replace, or amend any provision of its Constituent Documents in a manner
that would not allow a Loan Party to fulfill its obligations under the Loan
Documents.

         9.16 ACCOUNTING METHODS. No Company will change its method of
accounting, other than immaterial changes in methods or as permitted by GAAP.

         9.17 GOVERNMENT REGULATIONS. No Company will conduct its business in
such a way that it will become subject to regulation under the Investment
Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935,
as amended, or any other Law (other than Regulations T, U, and X of the Board of
Governors of the Federal Reserve System) which regulates the incurrence of Debt.

         9.18 RESTRICTIONS ON SUBSIDIARIES. No Loan Party shall enter into or
permit to exist any material arrangement or agreement which directly or
indirectly prohibits any such Loan Party from (a) declaring, making, or paying,
directly or indirectly, any Distribution to any other Loan Party, (b) paying any
Debt owed by a Loan Party to any other Loan Party, (c) making loans, advances,
or investments to any other Loan Party, or (d) transferring any of its property
or assets to any other Loan Party; provided that the foregoing shall not apply
to restrictions or conditions (i) imposed by Law, (ii) imposed by any Loan
Document, and (iii) customarily contained in agreements relating to the sale of
any Loan Party pending the sale of such Loan Party, so long as such restrictions
and conditions apply only to the Loan Party that is to be sold and such sale is
not prohibited by the Loan Documents.

         9.19 SALE OF ASSETS. The Companies (taken as a whole) shall not sell,
assign, transfer, or otherwise dispose of, in one transaction or a series of
transactions, all or substantially all (determined on a consolidated basis with
respect to ACS and all of its Subsidiaries) of their businesses or assets,
including the Stock of their Subsidiaries other than to other Companies.


                                       44                  ACS CREDIT AGREEMENT


         9.20 ACCOUNTS RECEIVABLE FINANCING. No Company may sell, securitize, or
otherwise transfer or encumber accounts receivable resulting in funding
aggregating more than $200,000,000 at any one time outstanding (such amount
referred to herein as the "RECEIVABLES FINANCING AMOUNT").

         9.21 MERGERS AND DISSOLUTIONS. No Loan Party or Material Subsidiary
will, directly or indirectly, merge or consolidate with any Person, other than
(a) as a result of an Acquisition or (b) with or into another Company, provided
that in any such merger or consolidation involving ACS, ACS is the surviving
corporation. Neither ACS nor any Subsidiary shall liquidate, wind up, or
dissolve (or suffer any liquidation or dissolution), other than (i)
liquidations, wind ups, or dissolutions incident to mergers permitted under this
SECTION 9.21 and (ii) other liquidations, wind ups, or dissolutions of the
Companies (other than ACS) so long as no Default or Potential Default exists or
arises as a result therefrom after giving effect to the addition of Borrowers,
Guarantors, or Foreign Stock Pledges added concurrently with such actions
pursuant to SECTIONS 6.1 or 6.2.

         9.22 FINANCIAL COVENANTS. As calculated on a consolidated basis for the
Companies:

                  (a) Leverage Ratio. Borrowers shall never permit the Leverage
         Ratio to be greater than 2.75 to 1.00.

                  (b) Fixed Charge Coverage Ratio. Borrowers shall never permit
         the Fixed Charge Coverage Ratio to be less than 1.50 to 1.00.

                  (c) Net Worth. Borrowers shall never permit the Net Worth
         (determined as of the last day of each fiscal quarter of ACS) to be
         less than the sum of (i) $1,571,565,000, plus (ii) 75% of the
         Companies' cumulative net income (after giving effect to any minority
         interests and without deduction for losses) commencing with the fiscal
         quarter ending September 30, 2002, plus (iii) 50% of the gross proceeds
         of any Equity Issuance (including changes in Net Worth due to any
         conversions of Debt to Stock of any Company).

         9.23 ACQUISITIONS . No Company shall consummate any Acquisition if any
Default or Potential Default exists or arises as a result therefrom.

SECTION 10 DEFAULT. The term "DEFAULT" means the occurrence of any one or more
of the following events:

         10.1 PAYMENT OF OBLIGATION. The failure or refusal of any Loan Party to
pay (a) Principal Debt when the same becomes due (whether by its terms, by
acceleration, or as otherwise provided in the Loan Documents); (b) interest,
fees, or any other part of the Obligation within five days after the same
becomes due and payable in accordance with the Loan Documents; or (c) the
indemnifications and reimbursement obligations provided for in the Loan
Documents after demand therefor.

         10.2 COVENANTS. The failure or refusal of any Borrower (and, if
applicable, any other Loan Party) to punctually and properly perform, observe,
and comply with:

                  (a) Any covenant, agreement, or condition contained in
         SECTIONS 6.1, 9.1, 9.3, 9.4, 9.10, 9.12, 9.13, and 9.19 through 9.22;
         and

                  (b) Any other covenant, agreement, or condition contained in
         any Loan Document (other than the covenants to pay the Obligation set
         forth in SECTION 10.1 and the covenants in SECTION 10.2(a)), and such
         failure or refusal continues for 20 days.


                                       45                  ACS CREDIT AGREEMENT



         10.3 DEBTOR RELIEF. (a) Any Borrower or any Material Subsidiary that is
a Guarantor or whose Stock is pledged pursuant to any Loan Document (i) shall
not be Solvent or (ii) fails to pay its Debts generally as they become due or
(b) any Borrower or any Material Subsidiary, (i) voluntarily seeks, consents to,
or acquiesces in the benefit of any Debtor Relief Law, other than as a creditor
or claimant, or (ii) becomes a party to or is made the subject of any proceeding
provided for by any Debtor Relief Law, other than as a creditor or claimant
(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).

         10.4 JUDGMENTS AND ATTACHMENTS. Where it is a Material Adverse Event,
any Company fails, within 60 days after entry thereof, to pay, bond, or
otherwise discharge (a) any judgment or order for the payment of money or (b)
any warrant of attachment, sequestration, or similar proceeding against any of
its respective assets, each of which is not stayed on appeal.

         10.5 GOVERNMENT ACTION. Where it is a Material Adverse Event (a) a
final non-appealable order is issued by any Governmental Authority, including,
but not limited to, the United States Justice Department, seeking to cause any
Company to divest a significant portion of its assets pursuant to any antitrust,
restraint of trade, unfair competition, industry regulation, or similar Laws, or
(b) any Governmental Authority shall condemn, seize, or otherwise appropriate,
or take custody or control of all or any substantial portion of the assets of
any Company.

         10.6 MISREPRESENTATION. Any representation or warranty made herein or
in any Loan Document shall at any time prove to have been incorrect in any
material respect when made.

         10.7 CHANGE OF CONTROL. With respect to ACS, an event or series of
events by which: (a) any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934) (other than Darwin
Deason, the Deason International Trust, or any Person controlled by Darwin
Deason or the Deason International Trust) becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
except that a Person shall be deemed to have "beneficial ownership" of all Stock
that such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of fifty
percent (50%) or more of the Stock of ACS; or (b) during any period of twelve
(12) consecutive months, a majority of the members of the board of directors or
other equivalent governing body of ACS cease to be composed of individuals (i)
who were members of such board or equivalent governing body on the first (1st)
day of such period, (ii) whose election or nomination to such board or
equivalent governing body was approved by individuals referred to in CLAUSE (i)
above constituting at the time of such election or nomination at least a
majority of such board or equivalent governing body, or (iii) whose election or
nomination to such board or other equivalent governing body was approved by
individuals referred to in CLAUSES (i) and (ii) above constituting at the time
of such election or nomination at least a majority of such board or equivalent
governing body; provided that, in determining compliance with this SECTION
10.7(b), any "independent directors" elected or appointed to the board of
directors or other equivalent governing body of ACS pursuant to and in
compliance with the rules (whether existing on the date hereof or promulgated
thereafter) of (x) the New York Stock Exchange, (y) any other stock exchange on
which the Stock of ACS is traded, or (z) the Securities and Exchange Commission
shall not be considered in determining a majority of the board or equivalent
governing body.

         10.8 DEFAULT UNDER OTHER DEBT AND AGREEMENTS. (a) In respect of any
Debt of any Company (individually or collectively), any default or other event
or condition occurs or exists (other than a mandatory prepayment as a result of
a disposition of assets or the issuance of equity or debt) beyond the applicable
grace or cure period the effect of which is to cause or to permit any holder of
(or trustee with respect to) that Debt to cause, whether or not it elects to
cause, any of that Debt to become due (whether by acceleration, redemption, or
otherwise) before its stated maturity or regularly scheduled



                                       46                  ACS CREDIT AGREEMENT


payment dates, which default, event, or condition is a Material Adverse Event;
or (b) any default or other event or condition occurs or exists with respect to
any Debt of any Company (individually or collectively) in excess of $50,000,000
and such Debt is accelerated or a mandatory redemption arises as a result
thereof.

         10.9 EMPLOYEE BENEFIT PLANS. (a) Any Company or ERISA Affiliate shall
fail to pay when due an amount or amounts for which it is liable under Title IV
of ERISA to the extent that the failure to pay is a Material Adverse Event; or
(b) an ERISA Event shall occur or exist with respect to any Employee Plan or
Multiemployer Plan, and as a result of such ERISA Event and all other ERISA
Events then-existing, the aggregate liabilities incurred (or in the reasonable
judgment of Required Lenders, likely to be incurred) of the Companies and the
ERISA Affiliates to any Employee Plan, Multiemployer Plan, or the PBGC (or any
combination thereof) shall constitute a Material Adverse Event.

         10.11 VALIDITY AND ENFORCEABILITY OF LOAN DOCUMENTS. Any Loan Document
shall, at any time after its execution and delivery and for any reason, cease to
be in full force and effect in any material respect or be declared to be null
and void (other than in accordance with the terms hereof or thereof) or the
validity or enforceability thereof be contested by any Company party thereto or
any Company shall deny in writing that it has any or any further liability or
obligations under any Loan Document to which it is a party.

SECTION 11 RIGHTS AND REMEDIES.

         11.1 REMEDIES UPON DEFAULT.

                  (a) Debtor Relief. If a Default exists under SECTION
         10.3(b)(i) or 10.3(b)(ii) with respect to any Borrower or any Material
         Subsidiary which is a Guarantor, the commitment to extend credit
         hereunder shall automatically terminate and the entire unpaid balance
         of the Obligation shall automatically become due and payable without
         any action or notice of any kind whatsoever, and Borrowers (jointly and
         severally) shall be required to provide cash collateral in an amount
         equal to 100% of the Dollar Equivalent of the LC Exposure then existing
         in accordance with SECTION 2.2(g).

                  (b) Other Defaults. If any Default exists, Administrative
         Agent may (and, subject to the terms of SECTION 12, shall upon the
         request of Required Lenders) or Required Lenders may, do any one or
         more of the following: (i) if the maturity of the Obligation has not
         already been accelerated under SECTION 11.1(a), declare the entire
         unpaid balance of the Obligation, or any part thereof, immediately due
         and payable, whereupon it shall be due and payable; (ii) terminate the
         commitments of Lenders to extend credit hereunder; (iii) reduce any
         claim to judgment; (iv) to the extent permitted by Law, exercise (or
         request each Lender to, and each Lender shall be entitled to, exercise)
         the Rights of offset or banker's Lien against the interest of each Loan
         Party in and to every account and other property of any Loan Party
         which is in the possession of Administrative Agent or any Lender to the
         extent of the full amount of the Obligation (to the extent permitted by
         Law, each Loan Party being deemed directly obligated to each Lender in
         the full amount of the Obligation for such purposes); (v) if cash
         collateral is not already required to be provided under SECTION
         11.1(a), demand Borrowers to provide cash collateral in an amount equal
         to 100% of the LC Exposure then existing in accordance with SECTION
         2.2(g); and (vi) exercise any and all other legal or equitable Rights
         afforded by the Loan Documents, the Laws of the State of New York, or
         any other applicable jurisdiction as Administrative Agent or Required
         Lenders (as the case may be) shall deem appropriate, or otherwise,
         including, but not limited to, the Right to bring suit or other
         proceedings before any Governmental Authority either for specific
         performance of any covenant or condition contained in any of the Loan
         Documents or in aid of


                                       47                  ACS CREDIT AGREEMENT


         the exercise of any Right granted to Administrative Agent or any Lender
         in any of the Loan Documents.

         11.2 COMPANY WAIVERS; NO RELEASE. To the extent permitted by Law, the
Loan Parties hereby waive presentment and demand for payment, protest, notice of
intention to accelerate, notice of acceleration, and notice of protest and
nonpayment, and agree that their respective liability with respect to the
Obligation (or any part thereof) shall not be affected by any renewal or
extension in the time of payment of the Obligation (or any part thereof), by any
indulgence, or by any release or change in any security for the payment of the
Obligation (or any part thereof). No Borrower's obligations under the Loan
Documents may be released, diminished, or affected by the occurrence of any one
or more of the following events: (a) any full or partial release of the
liability of any other obligor on the Obligation, including, without limitation,
any release of any other Borrower as contemplated by SECTION 6.2, except for any
final release resulting from payment in full of such Obligation; (b) the
insolvency, bankruptcy, or lack of corporate or partnership power of any other
obligor at any time liable for any of the Obligation, whether now existing or
occurring in the future; (c) the unenforceability of any of the Obligation
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; or (d) any payment of the Obligation to
Administrative Agent or any Lender is held to constitute a preference under any
Debtor Relief Law or for any other reason Administrative Agent or any Lender is
required to refund that payment or make payment to someone else (and in each
such instance each Guaranty will be reinstated in an amount equal to that
payment).

         11.3 PERFORMANCE BY ADMINISTRATIVE AGENT. If any covenant, duty, or
agreement of any Company is not performed in accordance with the terms of the
Loan Documents, after the occurrence and during the continuance of a Default,
Administrative Agent may, at its option (but subject to the approval of Required
Lenders), perform or attempt to perform such covenant, duty, or agreement on
behalf of such Company. In such event, any reasonable amount expended by
Administrative Agent in such performance or attempted performance shall be
payable by the Loan Parties, jointly and severally, to Administrative Agent on
demand, shall become part of the Obligation, and shall bear interest at the
Default Rate from the date of such expenditure by Administrative Agent until
paid. Notwithstanding the foregoing, it is expressly understood that
Administrative Agent does not assume, and shall never have, except by its
express written consent, any liability or responsibility for the performance of
any covenant, duty, or agreement of any Company.

         11.4 DELEGATION OF DUTIES AND RIGHTS. Lenders may perform any of their
duties or exercise any of their Rights under the Loan Documents by or through
their respective Representatives.

         11.5 NOT IN CONTROL. Nothing in any Loan Document shall, or shall be
deemed to (a) give any Agent or any Lender the Right to exercise control over
the assets (including real property), affairs, or management of any Company, (b)
preclude or interfere with compliance by any Company with any Law, or (c)
require any act or omission by any Company that may be harmful to Persons or
property. The Agents and the Lenders have no fiduciary relationship with or
fiduciary duty to any Company arising out of or in connection with the Loan
Documents, and the relationship between the Agents and the Lenders, on the one
hand, and Companies, on the other hand, in connection with the Loan Documents is
solely that of debtor and creditor. The power of the Agents and Lenders under
the Loan Documents is limited to the Rights provided in the Loan Documents,
which Rights exist solely to assure payment and performance of the Obligation
and may be exercised in a manner calculated by the Agents and Lenders in their
respective good faith business judgment.

         11.6 COURSE OF DEALING. The acceptance by Administrative Agent or
Lenders at any time and from time to time of partial payment on the Obligation
shall not be deemed to be a waiver of any Default then existing. No waiver by
Administrative Agent, Required Lenders, or Lenders of any Default shall be


                                       48                  ACS CREDIT AGREEMENT


deemed to be a waiver of any other then-existing or subsequent Default. No delay
or omission by Administrative Agent, Required Lenders, or Lenders in exercising
any Right under the Loan Documents shall impair such Right or be construed as a
waiver thereof or any acquiescence therein, nor shall any single or partial
exercise of any such Right preclude other or further exercise thereof, or the
exercise of any other Right under the Loan Documents or otherwise.

         11.7 CUMULATIVE RIGHTS. All Rights available to Administrative Agent
and Lenders under the Loan Documents are cumulative of and in addition to all
other Rights granted to Administrative Agent and Lenders at Law or in equity,
whether or not the Obligation is due and payable and whether or not
Administrative Agent or Lenders have instituted any suit for collection,
foreclosure, or other action in connection with the Loan Documents.

         11.8 APPLICATION OF PROCEEDS. Any and all proceeds ever received by
Administrative Agent or Lenders from the exercise of any Rights pertaining to
the Obligation shall be applied to the Obligation in the order and manner set
forth in SECTION 3.12.

         11.9 CERTAIN PROCEEDINGS. Each Loan Party will promptly execute and
deliver, or cause the execution and delivery of, after receipt of request
therefor in accordance with the terms hereof, all applications, certificates,
instruments, registration statements, and all other documents and papers
Administrative Agent or Lenders may reasonably request in connection with the
obtaining of any consent, approval, registration (other than securities Law
registration), qualification, permit, license, or Authorization of any
Governmental Authority or other Person necessary or appropriate for the
effective exercise of any Rights under the Loan Documents. Because the Loan
Parties agree that Administrative Agent's and Lenders' remedies at Law for
failure of the Loan Parties to comply with the provisions of this Section would
be inadequate and that such failure would not be adequately compensable in
damages, the Loan Parties agree that the covenants of this Section may be
specifically enforced.

         11.10 EXPENDITURES BY LENDERS. Borrowers shall promptly pay within
fifteen (15) Business Days after receipt of an invoice or other statement of
notice (a) all reasonable costs, fees, and expenses paid or incurred by
Administrative Agent and Arranger, incident to any Loan Document (including, but
not limited to, the reasonable fees and expenses of counsel to Administrative
Agent and Arranger and the allocated cost of internal counsel in connection with
the negotiation, preparation, delivery, execution, coordination and
administration of the Loan Documents and any related amendment, waiver, or
consent) and (b) all reasonable costs and expenses of Lenders and Administrative
Agent incurred by Administrative Agent or any Lender in connection with the
enforcement of the obligations of any Loan Party arising under the Loan
Documents (including, without limitation, costs and expenses incurred in
connection with any workout or bankruptcy) or the exercise of any Rights arising
under the Loan Documents (including, but not limited to, reasonable attorneys'
fees including allocated cost of internal counsel, court costs and other costs
of collection), all of which shall be a part of the Obligation and shall bear
interest at the Default Rate from the date due until the date repaid.

         11.11 INDEMNIFICATION. EACH BORROWER AND EACH OTHER LOAN PARTY (BY
EXECUTION OF SUPPLEMENTAL AGREEMENTS TO THE LOAN DOCUMENTS, A GUARANTY, OR
COLLATERAL DOCUMENTS) AGREES, JOINTLY AND SEVERALLY, TO INDEMNIFY AND HOLD
HARMLESS EACH AGENT, ARRANGER, LC ISSUER, AND EACH LENDER AND EACH OF THEIR
RESPECTIVE AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, ATTORNEYS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST
ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES (INCLUDING, WITHOUT LIMITATION,
ANY ENVIRONMENTAL LIABILITIES), COSTS, AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES) THAT MAY BE INCURRED BY OR ASSERTED OR
AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE ARISING OUT OF OR IN
CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION
WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR



                                       49                  ACS CREDIT AGREEMENT


PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS
OF THE BORROWINGS (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF
THE INDEMNIFIED PARTY), EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS,
LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A
COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PARTY'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE CASE OF AN INVESTIGATION,
LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 11.11
APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION,
LITIGATION OR PROCEEDING IS BROUGHT BY ANY BORROWER, ITS DIRECTORS,
SHAREHOLDERS, OR CREDITORS, OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON OR ANY
INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. EACH BORROWER AND EACH OTHER
LOAN PARTY (BY EXECUTION OF SUPPLEMENTAL AGREEMENTS TO THE LOAN DOCUMENTS, A
GUARANTY, OR COLLATERAL DOCUMENTS) AGREES NOT TO ASSERT ANY CLAIM AGAINST ANY
INDEMNIFIED PARTY ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THE
LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR
PROPOSED USE OF THE PROCEEDS OF THE BORROWINGS. WITHOUT PREJUDICE TO THE
SURVIVAL OF ANY OTHER AGREEMENT OF THE COMPANIES HEREUNDER, THE AGREEMENTS AND
OBLIGATIONS OF THE LOAN PARTIES CONTAINED IN THIS SECTION 11.11 SHALL SURVIVE
THE PAYMENT IN FULL OF THE BORROWINGS AND ALL OTHER AMOUNTS PAYABLE UNDER THE
LOAN DOCUMENTS AND THE TERMINATION OF THE REVOLVER COMMITMENT.

SECTION 12 AGREEMENT AMONG LENDERS.

         12.1 ADMINISTRATIVE AGENT; LC ISSUERS.

                  (a) Appointment of Administrative Agent. Each Lender hereby
         appoints Wells Fargo Bank Texas, National Association (and Wells Fargo
         Bank Texas, National Association hereby accepts such appointment) as
         its nominee and agent, in its name and on its behalf: (i) to act as
         nominee for and on behalf of such Lender in and under all Loan
         Documents; (ii) to arrange the means whereby the funds of Lenders are
         to be made available to Borrowers under the Loan Documents; (iii) to
         take such action as may be requested by any Lender under the Loan
         Documents (when such Lender is entitled to make such request under the
         Loan Documents and after such requesting Lender has obtained the
         concurrence of such other Lenders as may be required under the Loan
         Documents); (iv) to receive all documents and items to be furnished to
         Lenders under the Loan Documents; (v) to timely distribute, and
         Administrative Agent agrees to so distribute, to each Lender all
         material information, requests, documents, and items received from
         Borrowers under the Loan Documents; (vi) to promptly distribute to each
         Lender its Pro Rata Part of each payment or prepayment (whether
         voluntary, as proceeds of collateral upon or after foreclosure, or
         otherwise) in accordance with the terms of the Loan Documents; (vii) to
         deliver to the appropriate Persons requests, demands, approvals, and
         consents received from Lenders; and (viii) to execute, on behalf of
         Lenders, such releases or other documents or instruments as are
         permitted by the Loan Documents or as directed by Lenders from time to
         time; provided, however, Administrative Agent shall not be required to
         take any action which exposes Administrative Agent to personal
         liability or which is contrary to the Loan Documents or applicable Law.

                  (b) Actions of LC Issuers. Each LC Issuer shall act on behalf
         of the Lenders with respect to any LC issued by it and the documents
         associated therewith, and the LC Issuer shall have all of the benefits
         and immunities (i) provided to the Administrative Agent in this SECTION
         12 with respect to any acts taken or omissions suffered by such LC
         Issuer in connection with LCs


                                       50                  ACS CREDIT AGREEMENT


         issued by it or proposed to be issued by it and the LC Agreements
         pertaining to such LCs as fully as if the term "Administrative Agent"
         as used in this SECTION 12 included the LC Issuer with respect to such
         acts or omissions, and (ii) as additionally provided herein with
         respect to the LC Issuer.

                  (c) Resignation of Administrative Agent. Successor
         Administrative Agents. Administrative Agent may resign at any time as
         Administrative Agent under the Loan Documents by giving written notice
         thereof to Lenders and may be removed as Administrative Agent under the
         Loan Documents at any time with cause by Required Lenders; provided
         that any such resignation by Wells Fargo shall also constitute its
         resignation as the Swing Line Lender and a LC Issuer. Should the
         initial or any successor Administrative Agent ever cease to be a party
         hereto or should the initial or any successor Administrative Agent ever
         resign or be removed as Administrative Agent, then Required Lenders
         shall elect the successor Administrative Agent from among the Lenders
         (other than the resigning Administrative Agent), with the consent of
         ACS (not unreasonably withheld), provided no Default or Potential
         Default has occurred and is continuing. If no successor Administrative
         Agent shall have been so appointed by Required Lenders and consented to
         by ACS as provided hereinabove, within 30 days after the retiring
         Administrative Agent's giving of notice of resignation or Required
         Lenders' removal of the retiring Administrative Agent, then the
         retiring Administrative Agent may, on behalf of Lenders, with the
         consent of ACS (not unreasonably withheld), provided no Default or
         Potential Default has occurred and is continuing, appoint a successor
         Administrative Agent, which shall be a commercial bank having a
         combined capital and surplus of at least $1,000,000,000. Upon the
         acceptance of any appointment as Administrative Agent under the Loan
         Documents by a successor Administrative Agent, such successor
         Administrative Agent shall thereupon succeed to and become vested with
         all the Rights of the retiring Administrative Agent and Swing Line
         Lender, and the respective terms "Administrative Agent" and "Swing Line
         Lender" shall mean such successor administrative agent and swing line
         lender, and the retiring Administrative Agent and Swing Line Lender
         shall be discharged from its duties and obligations of Administrative
         Agent under the Loan Documents, and each Lender shall execute such
         documents as any Lender may reasonably request to reflect such change
         in and under the Loan Documents. After any retiring Administrative
         Agent's resignation or removal as Administrative Agent under the Loan
         Documents, the provisions of this SECTION 12 shall inure to its benefit
         as to any actions taken or omitted to be taken by it while it was
         Administrative Agent under the Loan Documents.

                  (d) Administrative Agent as a Lender; Non-Fiduciary.
         Administrative Agent, in its capacity as a Lender, shall have the same
         Rights under the Loan Documents as any other Lender and may exercise
         the same as though it were not acting as Administrative Agent; the term
         "Lender" shall, unless the context otherwise indicates, include
         Administrative Agent and any LC Issuer hereunder; and any resignation
         or removal of Administrative Agent hereunder shall not impair or
         otherwise affect any Rights which it has or may have in its capacity as
         an individual Lender. Each Lender and each Loan Party agrees that
         Administrative Agent is not a fiduciary for Lenders or for the
         Companies but simply is acting in the capacity described herein to
         alleviate administrative burdens for both the Companies and Lenders,
         that Administrative Agent has no duties or responsibilities to Lenders
         or the Companies except those expressly set forth herein, and that
         Administrative Agent in its capacity as a Lender has all Rights of any
         other Lender.

                  (e) Other Activities of Administrative Agent. Administrative
         Agent and its Affiliates may now or hereafter be engaged in one or more
         loan, letter of credit, leasing, or other financing transactions with
         any Company, act as trustee or depositary for any Company, or otherwise
         be engaged in other transactions with any Company (collectively, the
         "OTHER ACTIVITIES") not the subject of the Loan Documents. Without
         limiting the Rights of Lenders specifically set forth in the Loan
         Documents, Administrative Agent and its Affiliates shall not be


                                       51                  ACS CREDIT AGREEMENT


         responsible to account to Lenders for such other activities, and no
         Lender shall have any interest in any other activities, any present or
         future guaranties by or for the account of any Company which are not
         contemplated or included in the Loan Documents, any present or future
         offset exercised by Administrative Agent and its Affiliates in respect
         of such other activities, any present or future property taken as
         security for any such other activities, or any property now or
         hereafter in the possession or control of Administrative Agent or its
         Affiliates which may be or become security for the obligations of Loan
         Parties arising under the Loan Documents by reason of the general
         description of indebtedness secured or of property contained in any
         other agreements, documents, or instruments related to any such other
         activities; provided that, if any payments in respect of such
         guaranties or such property or the proceeds thereof shall be applied to
         reduction of the Obligation arising under the Loan Documents, then each
         Lender shall be entitled to share in such application on a Pro Rata
         basis.

         12.2 EXPENSES. Upon demand by Administrative Agent, each Lender shall
pay its Pro Rata Part of any reasonable expenses (including, without limitation,
court costs, reasonable attorneys' fees, and other costs of collection) incurred
by Administrative Agent in connection with any of the Loan Documents if and to
the extent Administrative Agent does not receive reimbursement therefor from
other sources within 60 days after incurred; provided that, each Lender shall be
entitled to receive its Pro Rata Part of any reimbursement for such expenses, or
part thereof, which Administrative Agent subsequently receives from such other
sources.

         12.3 PROPORTIONATE ABSORPTION OF LOSSES. Except as otherwise provided
in the Loan Documents, nothing in the Loan Documents shall be deemed to give any
Lender any advantage over any other Lender insofar as the Obligation arising
under the Loan Documents is concerned, or to relieve any Lender from absorbing
its ratable portion of any losses sustained with respect to the Obligation
(except to the extent such losses result from unilateral actions or inactions of
any Lender that are not made in accordance with the terms and provisions of the
Loan Documents).

         12.4 DELEGATION OF DUTIES; RELIANCE. Administrative Agent may perform
any of its duties or exercise any of its Rights under the Loan Documents by or
through its Representatives. Administrative Agent and its Representatives shall
(a) be entitled to rely upon (and shall be protected in relying upon) any
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telecopy, telegram, telex or teletype message, statement, order, or other
documents or conversation believed by it or them to be genuine and correct and
to have been signed or made by the proper Person and, with respect to legal
matters, upon opinions of counsel selected by Administrative Agent, (b) be
entitled to deem and treat each Lender as the owner and holder of the Obligation
owed to such Lender for all purposes until, subject to SECTION 13.12, written
notice of the assignment or transfer thereof shall have been given to and
received by Administrative Agent (and any request, authorization, consent, or
approval of any Lender shall be conclusive and binding on each subsequent
holder, assignee, or transferee of the Obligation owed to such Lender or portion
thereof until such notice is given and received), (c) not be deemed to have
notice of the occurrence of a Default or Potential Default unless a responsible
officer of Administrative Agent, who handles matters associated with the Loan
Documents and transactions thereunder, has received written notice from a Lender
or Borrowers and stating that such notice is a "Notice of Default," and (d) be
entitled to consult with legal counsel (including counsel for any Company),
independent accountants, and other experts selected by Administrative Agent and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts.

         12.5 LIMITATION OF LIABILITY.

                  (a) General. None of the Agents or any of their respective
         Representatives shall be liable for any action taken or omitted to be
         taken by it or them under the Loan Documents in good faith and
         reasonably believed by it or them to be within the discretion or power
         conferred upon it


                                       52                  ACS CREDIT AGREEMENT


         or them by the Loan Documents or be responsible for the consequences of
         any error of judgment, except for fraud, gross negligence, or willful
         misconduct; and none of the Agents or any of their respective
         Representatives has a fiduciary relationship with any Lender by virtue
         of the Loan Documents (provided that, nothing herein shall negate the
         obligation of Administrative Agent to account for funds received by it
         for the account of any Lender).

                  (b) Non-Discretionary Actions; Indemnification. Unless
         indemnified to its satisfaction against loss, cost, liability, and
         expense, neither Administrative Agent nor any other Agent shall be
         compelled to do any act under the Loan Documents or to take any action
         toward the execution or enforcement of the powers thereby created or to
         prosecute or defend any suit in respect of the Loan Documents. If
         Administrative Agent requests instructions from Lenders or Required
         Lenders, as the case may be, with respect to any act or action
         (including, but not limited to, any failure to act) in connection with
         any Loan Document, Administrative Agent shall be entitled (but shall
         not be required) to refrain (without incurring any liability to any
         Person by so refraining) from such act or action unless and until it
         has received such instructions. Except where action of Required Lenders
         or all Lenders is required in the Loan Documents, Administrative Agent
         may act hereunder in its own discretion without requesting
         instructions. In no event, however, shall Administrative Agent or any
         of its respective Representatives be required to take any action which
         it or they determine could incur for it or them criminal or onerous
         civil liability. Without limiting the generality of the foregoing, no
         Lender shall have any right of action against Administrative Agent as a
         result of Administrative Agent's acting or refraining from acting
         hereunder in accordance with the instructions of Required Lenders (or
         all Lenders if required in the Loan Documents).

                  (c) Independent Credit Decision. Neither Administrative Agent
         nor any other Agent or LC Issuer shall be responsible in any manner to
         any Lender or any Participant for, and each Lender represents and
         warrants that it has not relied upon Administrative Agent, any other
         Agent, or any LC Issuer in respect of, (i) the creditworthiness of any
         Loan Party and the risks involved to such Lender, (ii) the
         effectiveness, enforceability, genuineness, validity, or the due
         execution of any Loan Document, (iii) any representation, warranty,
         document, certificate, report, or statement made therein or furnished
         thereunder or in connection therewith, (iv) the existence, priority, or
         perfection of any Lien hereafter granted or purported to be granted
         under any Loan Document, or (v) observation of or compliance with any
         of the terms, covenants, or conditions of any Loan Document on the part
         of any Loan Party. Each Lender agrees to indemnify Administrative Agent
         and each LC Issuer and their respective Representatives and hold them
         harmless from and against (but limited to such Lender's Pro Rata Part
         of) any and all liabilities, obligations, losses, damages, penalties,
         actions, judgments, suits, costs, reasonable expenses, and reasonable
         disbursements of any kind or nature whatsoever which may be imposed on,
         asserted against, or incurred by them in any way relating to or arising
         out of the Loan Documents or any action taken or omitted by them under
         the Loan Documents (INCLUDING ANY OF THE FOREGOING ARISING FROM THE
         NEGLIGENCE OF ADMINISTRATIVE AGENT, ANY LC ISSUER, OR THEIR
         REPRESENTATIVES), to the extent Administrative Agent, LC Issuer, and
         their respective Representatives are not reimbursed for such amounts by
         any Loan Party (provided that, Administrative Agent, any LC Issuer, and
         their respective Representatives shall not have the right to be
         indemnified hereunder for its or their own fraud, gross negligence, or
         willful misconduct).

         12.6 DEFAULT; COLLATERAL.

                  (a) Upon the occurrence and continuance of a Default, Lenders
         agree to promptly confer in order that Required Lenders or Lenders, as
         the case may be, may agree upon a course of action for the enforcement
         of the Rights of Lenders; and Administrative Agent shall be entitled to
         refrain from taking any action (without incurring any liability to any
         Person for so refraining)


                                       53                  ACS CREDIT AGREEMENT


         unless and until Administrative Agent shall have received instructions
         from Required Lenders. All Rights of action under the Loan Documents
         and all Rights to the Collateral, if any, hereunder may be enforced by
         Administrative Agent and any suit or proceeding instituted by
         Administrative Agent in furtherance of such enforcement shall be
         brought in its name as Administrative Agent without the necessity of
         joining as plaintiffs or defendants any other Lender, and the recovery
         of any judgment shall be for the benefit of Lenders subject to the
         expenses of Administrative Agent. In actions with respect to any
         property of the Loan Parties, Administrative Agent is acting for the
         ratable benefit of each Lender. Any and all agreements to subordinate
         (whether made heretofore or hereafter) other indebtedness or
         obligations of the Loan Parties to the Obligation shall be construed as
         being for the ratable benefit of each Lender.

                  (b) In case of the pendency of any receivership, insolvency,
         liquidation, bankruptcy, reorganization, arrangement, adjustment,
         composition, or other judicial proceeding relative to any Loan Party,
         Administrative Agent (irrespective of whether any Principal Debt or LC
         Exposure shall then be due and payable as herein expressed or by
         declaration or otherwise and irrespective of whether the Administrative
         Agent shall have made any demand on any Borrower) shall be entitled and
         empowered, by intervention in such proceeding or otherwise

                           (i) to file and prove a claim for the whole amount of
                  the principal and interest owing and unpaid in respect of the
                  Principal Debt and interest due thereon, LC Exposure, and all
                  other Obligation that is owing and unpaid and to file such
                  other documents as may be necessary or advisable in order to
                  have the claims of the Lenders and Administrative Agent
                  (including any claim for the reasonable compensation,
                  expenses, disbursements, and advances of the Lenders and
                  Administrative Agent and their respective agents and counsel
                  and all other amounts due the Lenders and the Administrative
                  Agent under SECTIONS 5 and 11.10) allowed in such judicial
                  proceeding; and

                           (ii) to collect and receive any monies or other
                  property payable or deliverable on any such claims and to
                  distribute the same;

         and any custodian, receiver, assignee, trustee, liquidator,
         sequestrator, or other similar official in any such judicial proceeding
         is hereby authorized by each Lender to make such payments to
         Administrative Agent and, in the event that Administrative Agent shall
         consent to the making of such payments directly to the Lenders, to pay
         to Administrative Agent any amount due for the reasonable compensation,
         expenses, disbursements, and advances of Administrative Agent and its
         agents and counsel, and any other amounts due the Administrative Agent
         under SECTIONS 5 and 11.10.

         Nothing contained herein shall be deemed to authorize Administrative
         Agent to authorize or consent to or accept or adopt on behalf of any
         Lender any plan of reorganization, arrangement, adjustment, or
         composition affecting the Obligation or the Rights of any Lender or to
         authorize Administrative Agent to vote in respect of the claim of any
         Lender in any such proceeding.

                  (c) Each Lender authorizes and directs Administrative Agent to
         enter into the Foreign Stock Pledges for the benefit of the Lenders.
         Except to the extent unanimity is required hereunder, each Lender
         agrees that any action taken by the Required Lenders in accordance with
         the provisions of the Loan Documents, and the exercise by the Required
         Lenders of the powers set forth herein or therein, together with such
         other powers as are reasonably incidental thereto, shall be authorized
         and binding upon all of the Lenders.


                                       54                  ACS CREDIT AGREEMENT



                  (d) Administrative Agent is hereby authorized on behalf of all
         of the Lenders, without the necessity of any notice to or further
         consent from any Lender, from time to time to take any action with
         respect to any Collateral or Foreign Stock Pledges which may be
         necessary to perfect and maintain perfected the Liens upon the
         Collateral granted pursuant to the Foreign Stock Pledges.

                  (e) Administrative Agent shall have no obligation whatsoever
         to any Lender or to any other Person to assure that the Collateral
         exists or is owned by any Loan Party or is cared for, protected, or
         insured or has been encumbered or that the Liens granted to
         Administrative Agent herein or pursuant hereto have been properly or
         sufficiently or lawfully created, perfected, protected, or enforced, or
         are entitled to any particular priority, or to exercise at all or in
         any particular manner or under any duty of care, disclosure, or
         fidelity, or to continue exercising, any of the Rights granted or
         available to Administrative Agent in this SECTION 12.6 or in any
         Foreign Stock Pledge; it being understood and agreed that in respect of
         the Collateral, or any act, omission, or event related thereto,
         Administrative Agent may act in any manner it may deem appropriate, in
         its sole discretion, given Administrative Agent's own interest in the
         Collateral as one of the Lenders and that Administrative Agent shall
         have no duty or liability whatsoever to any Lender, other than to act
         without gross negligence or willful misconduct.

                  (f) Lenders hereby irrevocably authorize Administrative Agent,
         at its option and in its discretion, to release any Lien granted to or
         held by Administrative Agent upon any Collateral: (i) upon termination
         of the Revolver Commitment and payment and satisfaction of the
         Obligation; (ii) upon the sale, transfer, or disposition of Collateral
         which is expressly permitted pursuant to the Loan Documents; (iii) as
         contemplated in SECTION 6.2; or (iv) if approved, authorized, or
         ratified in writing by all necessary Lenders. Upon request by
         Administrative Agent at any time, Lenders will confirm in writing
         Administrative Agent's authority to release particular types or items
         of Collateral pursuant to this SECTION 12.6.

                  (g) In furtherance of the authorizations set forth in this
         SECTION 12.6, each Lender hereby irrevocably appoints Administrative
         Agent its attorney-in-fact, with full power of substitution, for and on
         behalf of and in the name of each such Lender, (i) to enter into
         Foreign Stock Pledges (including, without limitation, any appointments
         of substitute trustees under any Foreign Stock Pledge), (ii) to take
         action with respect to the Collateral and Foreign Stock Pledges to
         perfect, maintain, and preserve Lenders' Liens, and (iii) to execute
         instruments of release or to take other action necessary to release
         Liens upon any Collateral to the extent authorized in PARAGRAPH (f)
         hereof. This power of attorney shall be liberally, not restrictively,
         construed so as to give the greatest latitude to Administrative Agent's
         power, as attorney, relative to the Collateral matters described in
         this SECTION 12.6. The powers and authorities herein conferred on
         Administrative Agent may be exercised by Administrative Agent through
         any Person who, at the time of the execution of a particular
         instrument, is an officer of Administrative Agent. The power of
         attorney conferred by this SECTION 12.6(g) is granted for valuable
         consideration and is coupled with an interest and is irrevocable so
         long as the Obligation, or any part thereof, shall remain unpaid or
         Lenders are obligated to make any Borrowings under the Loan Documents.

         12.7 LIMITATION OF LIABILITY. To the extent permitted by Law, (a)
neither Administrative Agent nor any other Agent (acting in their respective
agent capacities) shall incur any liability to any other Lender, Agent, or
Participant except for acts or omissions resulting from its own fraud, gross
negligence or willful misconduct, and (b) neither Administrative Agent nor any
other Agent, Lender, or Participant shall incur any liability to any other
Person for any act or omission of any other Lender, Agent, or Participant.


                                       55                  ACS CREDIT AGREEMENT



         12.8 RELATIONSHIP OF LENDERS. Nothing herein shall be construed as
creating a partnership or joint venture among Agents and Lenders.

         12.9 BENEFITS OF AGREEMENT. None of the provisions of this SECTION 12
shall inure to the benefit of any Company or any other Person other than
Lenders; consequently, no Company or any other Person shall be entitled to rely
upon, or to raise as a defense, in any manner whatsoever, the failure of any
Agent or any Lender to comply with such provisions.

         12.10 AGENTS. None of the Lenders identified in this Agreement as a
"Co-Syndication Agent," "Co-Documentation Agent," or "Senior Managing Agent"
shall have any Rights, powers, obligations, liabilities, responsibilities, or
duties under the Loan Documents other than those applicable to all Lenders as
such. Without limiting the foregoing, none of the Lenders so identified as a
"Co-Syndication Agent," "Co-Documentation Agent," or "Senior Managing Agent"
shall have or be deemed to have any fiduciary relationship with any Lender. Any
Lender that is a "Co-Syndication Agent," "Co-Documentation Agent," or "Senior
Managing Agent," may voluntarily relinquish its title by giving written notice
thereof to Administrative Agent and Borrowers. Upon such relinquishments, a
successor "Co-Syndication Agent," "Co-Documentation Agent," or "Senior Managing
Agent" may be appointed upon the mutual agreement of Borrowers and
Administrative Agent.

         12.11 OBLIGATIONS SEVERAL. The obligations of Lenders hereunder are
several, and each Lender hereunder shall not be responsible for the obligations
of the other Lenders hereunder, nor will the failure of one Lender to perform
any of its obligations hereunder relieve the other Lenders from the performance
of their respective obligations hereunder.

         SECTION 13 MISCELLANEOUS.

         13.1 HEADINGS. The headings, captions, and arrangements used in any of
the Loan Documents are, unless specified otherwise, for convenience only and
shall not be deemed to limit, amplify, or modify the terms of the Loan
Documents, nor affect the meaning thereof.

         13.2 NONBUSINESS DAYS. In any case where any payment or action is due
under any Loan Document on a day which is not a Business Day, such payment or
action may be delayed until the next-succeeding Business Day, but interest and
fees shall continue to accrue in respect of any payment to which it is
applicable until such payment is in fact made; provided that, if, in the case of
any such payment in respect of a Eurodollar Rate Borrowing, the next-succeeding
Business Day is in the next calendar month, then such payment shall be made on
the next-preceding Business Day.

         13.3 COMMUNICATIONS; FACSIMILE COPIES.

                  (a) General. Unless otherwise expressly provided herein, all
         notices and other communications provided for hereunder shall be in
         writing (including by facsimile transmission). All such written notices
         shall be mailed, faxed or delivered to the applicable address,
         facsimile number or (subject to CLAUSE (c) below) electronic mail
         address, and all notices and other communications expressly permitted
         hereunder to be given by telephone shall be made to the applicable
         telephone number, as follows:

                           (i) if to Administrative Agent, to the address,
                  facsimile number, electronic mail address or telephone number
                  specified for Administrative Agent on SCHEDULE 2.1 or to such
                  other address, facsimile number, electronic mail address, or
                  telephone number as shall be designated by such party in a
                  notice to the other parties;


                                       56                  ACS CREDIT AGREEMENT


                           (ii) if to Borrowers or any other Loan Party, the
                  address set forth by such Person's signature on the signature
                  page of this Agreement or the Guaranty or Foreign Stock Pledge
                  (as applicable) to which such other Loan Party is a party or
                  to such other address, facsimile number, electronic mail
                  address, or telephone number as shall be designated by such
                  party in a notice to Administrative Agent; and

                           (iii) if to any other Lender, to the address,
                  facsimile number, electronic mail address, or telephone number
                  specified in its Administrative Questionnaire or to such other
                  address, facsimile number, electronic mail address or
                  telephone number as shall be designated by such party in a
                  notice to the other parties.

         All such notices and other communications shall be deemed to be given
         or made upon the earlier to occur of (i) actual receipt by the relevant
         party hereto and (ii) (A) if delivered by hand or by courier, when
         signed for by or on behalf of the relevant party hereto; (B) if
         delivered by mail, four Business Days after deposit in the mails,
         postage prepaid; (C) if delivered by facsimile, when sent and receipt
         has been confirmed by telephone; and (D) if delivered by electronic
         mail (which form of delivery is subject to the provisions of CLAUSE (c)
         below), when delivered; provided, however, that notices and other
         communications to Administrative Agent, any LC Issuer, and the Swing
         Line Lender pursuant to SECTION 2 shall not be effective until actually
         received by such Person. In no event shall a voicemail message be
         effective as a notice, communication or confirmation hereunder.

                  (b) Effectiveness of Facsimile Documents and Signatures. Loan
         Documents may be transmitted and/or signed by facsimile. The
         effectiveness of any such documents and signatures shall, subject to
         applicable Law, have the same force and effect as manually-signed
         originals and shall be binding on all Loan Parties, Administrative
         Agent, and the Lenders. Administrative Agent may also require that any
         such documents and signatures be confirmed by a manually-signed
         original thereof; provided, however, that the failure to request or
         deliver the same shall not limit the effectiveness of any facsimile
         document or signature.

                  (c) Limited Use of Electronic Mail. Electronic mail and
         Internet and intranet websites may be used only to distribute routine
         communications, such as financial statements and other information as
         provided in SECTION 9.3, and to distribute Loan Documents for execution
         by the parties thereto, and may not be used for any other purpose.

         13.4 FORM AND NUMBER OF DOCUMENTS. Each agreement, document,
instrument, or other writing to be furnished under any provision of the Loan
Documents must be in form and substance and in such number of counterparts as
may be reasonably satisfactory to Administrative Agent and its counsel.

         13.5 SURVIVAL. All covenants, agreements, undertakings,
representations, and warranties made in any of the Loan Documents shall survive
all closings under the Loan Documents and, except as otherwise indicated, shall
not be affected by any investigation made by any party. All rights of, and
provisions relating to, reimbursement and indemnification of Administrative
Agent, any Agent, or any Lender (and any other provision of the Loan Documents
that expressly provides for such survival) shall survive termination of this
Agreement and payment in full of the Obligation.

         13.6 GOVERNING LAW. THE LOAN DOCUMENTS HAVE BEEN ENTERED INTO PURSUANT
TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK (EXCEPT TO THE EXTENT THE LAWS OF ANOTHER
JURISDICTION GOVERN THE CREATION, PERFECTION, VALIDITY, OR ENFORCEMENT OF LIENS
UNDER THE FOREIGN STOCK PLEDGES OR TO THE EXTENT THE LAW OF ANOTHER JURISDICTION
IS EXPRESSLY ELECTED IN A LOAN DOCUMENT), AND THE APPLICABLE FEDERAL LAWS OF THE
UNITED STATES OF AMERICA


                                       57                  ACS CREDIT AGREEMENT


SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THE
LOAN DOCUMENTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

         13.7 INVALID PROVISIONS. If any provision in any Loan Document is held
to be illegal, invalid, or unenforceable, such provision shall be fully
severable; the appropriate Loan Document shall be construed and enforced as if
such provision had never comprised a part thereof; and the remaining provisions
thereof shall remain in full force and effect and shall not be affected by such
provision or by its severance therefrom. Administrative Agent, Lenders, and each
Loan Party party to such Loan Document agree to negotiate, in good faith, the
terms of a replacement provision as similar to the severed provision as may be
possible and be legal, valid, and enforceable.

         13.8 ENTIRETY. THE RIGHTS AND OBLIGATIONS OF EACH LOAN PARTY, LENDERS,
AND AGENTS SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND
INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED
BY AND MERGED INTO SUCH WRITINGS. THIS AGREEMENT (AS AMENDED IN WRITING FROM
TIME TO TIME) AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY ANY LOAN PARTY,
ANY LENDER, AND/OR ANY AGENT, (TOGETHER WITH ALL COMMITMENT LETTERS AND FEE
LETTERS AS THEY RELATE TO THE PAYMENT OF FEES AFTER THE CLOSING DATE) REPRESENT
THE FINAL AGREEMENT BETWEEN THE LOAN PARTIES, LENDERS, AND AGENTS, AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH
PARTIES.

         13.9 JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. EACH PARTY
HERETO (INCLUDING EACH BORROWER AND EACH OTHER LOAN PARTY BY EXECUTION OF
SUPPLEMENTAL AGREEMENTS TO THE LOAN DOCUMENTS, A GUARANTY, OR A FOREIGN STOCK
PLEDGE), IN EACH CASE FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, HEREBY (A)
IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE (PURSUANT TO
SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND FEDERAL COURTS
LOCATED IN THE BOROUGH OF MANHATTAN IN THE STATE OF NEW YORK, AND AGREES AND
CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDING
ARISING OUT OF OR IN CONNECTION WITH THE LOAN DOCUMENTS AND THE OBLIGATION BY
SERVICE OF PROCESS AS PROVIDED BY NEW YORK LAW, (B) IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION
WITH THE LOAN DOCUMENTS AND THE OBLIGATION BROUGHT IN ANY SUCH COURT, (C)
IRREVOCABLY WAIVES ANY CLAIMS THAT ANY LITIGATION BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM, (D) AGREES TO DESIGNATE AND MAINTAIN AN
AGENT FOR SERVICE OF PROCESS IN NEW YORK IN CONNECTION WITH ANY SUCH LITIGATION
AND TO DELIVER TO ADMINISTRATIVE AGENT EVIDENCE THEREOF, IF REQUESTED; PROVIDED,
HOWEVER, THAT THIS CLAUSE (D) IS LIMITED TO THE LOAN PARTIES, (E) IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH LITIGATION BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS SET FORTH HEREIN, (F)
IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING AGAINST ANY PARTY HERETO ARISING
OUT OF OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE OBLIGATION MAY BE BROUGHT
IN ONE OF THE AFOREMENTIONED COURTS, AND (G) IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY. The scope of each of the foregoing waivers is
intended to be all-encompassing of any and all disputes that may be filed in any
court and that relate to the subject matter of this transaction, including,
without limitation, contract claims, tort claims, breach of duty claims, and all
other common law and statutory claims. The Loan Parties and each other party to
the Loan Documents acknowledge that this waiver is a material inducement to the
agreement of each party hereto to enter into


                                       58                  ACS CREDIT AGREEMENT


a business relationship, that each has already relied on this waiver in entering
into the Loan Documents, and each will continue to rely on each of such waivers
in related future dealings. The Loan Parties and each other party to the Loan
Documents warrant and represent that they have reviewed these waivers with their
legal counsel, and that they knowingly and voluntarily agree to each such waiver
following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.9 ARE
IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND
REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENT. In the event of
Litigation, this Agreement may be filed as a written consent to a trial by the
court.

         13.10 AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS.

                  (a) Except as otherwise specifically provided, (i) this
         Agreement may only be amended, modified, or waived by an instrument in
         writing executed jointly by Borrowers and Required Lenders, and, in the
         case of any matter affecting Administrative Agent (except removal of
         Administrative Agent as provided in SECTION 12) by Administrative
         Agent, and, in the case of any matter affecting LC Issuers by LC
         Issuers, and may only be supplemented by documents delivered or to be
         delivered in accordance with the express terms hereof, and (ii) the
         other Loan Documents may only be the subject of an amendment,
         modification, or waiver if Borrowers and Required Lenders, and, in the
         case of any matter affecting Administrative Agent (except as set forth
         above), Administrative Agent, have approved same.

                  (b) Any amendment to or consent or waiver under any Loan
         Document which purports to accomplish any of the following must be by
         an instrument in writing executed by Borrowers and executed (or
         approved, as the case may be) by each Lender affected thereby, and, in
         the case of any matter affecting Administrative Agent, by
         Administrative Agent: (i) postpones or delays any date fixed by the
         Loan Documents for any payment or mandatory prepayment of all or any
         part of the Obligation payable to such Lender or Administrative Agent;
         (ii) reduces the interest rate or decreases the amount of any payment
         of principal, interest, fees, or other sums payable to Administrative
         Agent or any such Lender hereunder (except such reductions as are
         contemplated by this Agreement); (iii) changes the definitions of
         "REQUIRED LENDERS", "PRO RATA", OR "PRO RATA PART"; (iv) changes the
         order of application of any payment or prepayment set forth in SECTIONS
         3.3 and 3.12 in any manner that materially affects such Lender or
         Administrative Agent; (v) except as otherwise permitted by any Loan
         Document, waives compliance with, amends, or releases all or
         substantially all of the Guaranties or the Collateral or releases ACS
         as a Borrower hereunder; (vi) increases the Maximum Revolver
         Commitment; or (vii) changes this CLAUSE (b) or any other matter
         specifically requiring the consent of all Lenders hereunder.

                  (c) Any amendment to increase any Lender's Committed Sum
         pursuant to SECTION 2.4 or otherwise or to add any new Lender pursuant
         to SECTION 2.4 or otherwise shall be executed by Borrowers and the
         particular existing or new Lender.

                  (d) Any conflict or ambiguity between the terms and provisions
         of this Agreement and terms and provisions in any other Loan Document
         shall be controlled by the terms and provisions herein.

                  (e) No course of dealing nor any failure or delay by
         Administrative Agent, any Lender, or any of their respective
         Representatives with respect to exercising any Right of Administrative
         Agent or any Lender hereunder shall operate as a waiver thereof. A
         waiver must be in writing and signed by Administrative Agent and
         Required Lenders (or by all Lenders, if


                                       59                  ACS CREDIT AGREEMENT


         required hereunder) to be effective, and such waiver will be effective
         only in the specific instance and for the specific purpose for which it
         is given.

         13.11 MULTIPLE COUNTERPARTS. The Loan Documents may be executed in a
number of identical counterparts, each of which shall be deemed an original for
all purposes and all of which constitute, collectively, one agreement; but, in
making proof of any Loan Document, it shall not be necessary to produce or
account for more than one such counterpart. It is not necessary that each Lender
execute the same counterpart so long as identical counterparts are executed by
each Borrower, each Lender, and Administrative Agent. This Agreement shall
become effective when counterparts hereof shall have been executed and delivered
to Administrative Agent by each Lender, Administrative Agent, and each Borrower,
or, when Administrative Agent shall have received telecopied, telexed, or other
evidence satisfactory to it that such party has executed and is delivering to
Administrative Agent a counterpart hereof.

         13.12 SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS.

                  (a) This Agreement shall be binding upon, and inure to the
         benefit of the parties hereto and their respective successors and
         assigns, except that (i) no Borrower may, directly or indirectly,
         assign or transfer, or attempt to assign or transfer, any of its
         Rights, duties, or obligations under any Loan Documents without the
         express written consent of all Lenders, and (ii) except as permitted
         under this Section, no Lender may transfer, pledge, assign, sell any
         participation in, or otherwise encumber its portion of the Obligation.

                  (b) Each Lender may assign to one or more Eligible Assignees
         all or a portion of its Rights and obligations under the Loan Documents
         (including, without limitation, all or a portion of its Borrowings and
         its Notes -- to the extent any Principal Debt owed to such assigning
         Lender is evidenced by a Note or Notes); provided, however, that:

                           (i) each such assignment shall be to an Eligible
                  Assignee;

                           (ii) except in the case of an assignment to another
                  Lender or an Affiliate of Lender, or in the case of an
                  assignment of all of a Lender's Rights and obligations under
                  the Loan Documents, any such partial assignment under the
                  Revolver Facility shall not be less than $5,000,000 (unless
                  Administrative Agent and, unless a Default or Potential
                  Default has occurred and is continuing, ACS consents thereto
                  (in their sole discretion) in writing which may be evidenced
                  by their acceptance and execution of the related Assignment
                  and Acceptance Agreement), provided that, no partial
                  assignment (including any assignment among Lenders) may result
                  in any Lender holding less than $5,000,000.

                           (iii) each such assignment by a Lender shall be of a
                  proportionate part of all of the assigning Lender's Rights and
                  obligations under this Agreement and the Notes (to the extent
                  any Principal Debt owed to such assigning Lender is evidenced
                  by a Note or Notes);

                           (iv) the parties to such assignment shall execute and
                  deliver to Administrative Agent for its acceptance an
                  Assignment and Acceptance Agreement in the form of EXHIBIT E
                  hereto ("ASSIGNMENT AND ACCEPTANCE"), together with any Notes
                  (to the extent any Principal Debt owed to such assigning
                  Lender is evidenced by a Note or Notes) subject to such
                  assignment and a processing fee of $3,500 (which fee shall be
                  payable by the parties to such Assignment and Acceptance and
                  is not part of the Obligation), including, without limitation,
                  any assignment between Lenders; and


                                       60                  ACS CREDIT AGREEMENT



                           (v) so long as any Lender is an Agent under this
                  Agreement, such Lender (or an Affiliate of such Lender) shall
                  retain an economic interest in the Loan Documents, will not
                  assign all of its Rights, duties, or obligations under the
                  Loan Documents, except to an Affiliate of such Lender, and
                  will not enter into any Assignment and Acceptance that would
                  have the effect of such Lender assigning all of its Rights,
                  duties, or obligations under the Loan Documents to any Person
                  other than an Affiliate of such Lender unless such Agent has
                  relinquished such title in accordance with SECTION 12.1 (with
                  respect to Administrative Agent) or SECTION 12.10 (with
                  respect to the other Agents).

         Upon execution, delivery, and acceptance of such Assignment and
         Acceptance, the assignee thereunder shall be a party hereto and, to the
         extent of such assignment, have the obligations, Rights, and benefits
         of a Lender under the Loan Documents and the assigning Lender shall, to
         the extent of such assignment, relinquish its Rights and be released
         from its obligations under the Loan Documents. Upon the consummation of
         any assignment pursuant to this Section, but only upon the request of
         the assignor or assignee made through Administrative Agent, Borrowers
         shall issue appropriate Notes to the assignor and the assignee,
         reflecting such Assignment and Acceptance. If the assignee is not
         incorporated under the laws of the United States of America or a state
         thereof, it shall deliver to Borrowers and Administrative Agent
         certification as to exemption from deduction or withholding of Taxes in
         accordance with SECTION 4.6.

                  (c) Administrative Agent shall maintain at its address
         referred to in SECTION 13.3 a copy of each Assignment and Acceptance
         delivered to and accepted by it and a register for the recordation of
         the names and addresses of the Lenders and the Commitment Percentage
         of, Committed Sum of, and Principal Debt owing to, each Lender from
         time to time (the "REGISTER"). The entries in the Register shall be
         conclusive and binding for all purposes, absent manifest error, and
         Borrowers, Administrative Agent, and the Lenders may treat each Person
         whose name is recorded in the Register as a Lender hereunder for all
         purposes of the Loan Documents. The Register shall be available for
         inspection by Borrowers, or any Lender at any reasonable time and from
         time to time upon reasonable prior notice. Upon the consummation of any
         assignment in accordance with this SECTION 13.12, SCHEDULE 2.1 shall
         automatically be deemed amended (to the extent required) by
         Administrative Agent to reflect the name, address, and, where
         appropriate, respective Committed Sum of the assignor and assignee.

                  (d) Upon its receipt of an Assignment and Acceptance executed
         by the parties thereto, together with any Notes (to the extent any
         Principal Debt owed to such assigning Lender is evidenced by a Note or
         Notes) subject to such assignment and payment of the processing fee,
         Administrative Agent shall, if such Assignment and Acceptance has been
         completed and is in substantially the form of EXHIBIT E hereto, (i)
         accept such Assignment and Acceptance, (ii) record the information
         contained therein in the Register, and (iii) give prompt notice thereof
         to the parties thereto.

                  (e) Subject to the provisions of this Section and in
         accordance with applicable Law, any Lender may, in the ordinary course
         of its commercial banking business and in accordance with applicable
         Law, at any time sell to one or more Persons (each a "PARTICIPANT")
         participating interests in its portion of the Obligation. In the event
         of any such sale to a Participant, (i) such Lender shall remain a
         "Lender" under the Loan Documents and the Participant shall not
         constitute a "Lender" hereunder, (ii) such Lender's obligations under
         the Loan Documents shall remain unchanged, (iii) such Lender shall
         remain solely responsible for the performance thereof, (iv) such Lender
         shall remain the holder of its share of the Principal Debt for all
         purposes under the Loan Documents, (v) Borrowers and Administrative
         Agent shall continue to deal solely and directly with such Lender in
         connection with such Lender's Rights and obligations under the Loan
         Documents, and (vi) such Lender shall be solely responsible for any
         withholding taxes or


                                       61                  ACS CREDIT AGREEMENT


         any filing or reporting requirements relating to such participation and
         shall hold Borrowers and Administrative Agent and their respective
         successors, permitted assigns, officers, directors, employees, agents,
         and representatives harmless against the same. Participants shall have
         no Rights under the Loan Documents, other than certain voting Rights as
         provided below. Subject to the following, each Lender shall be entitled
         to obtain (on behalf of its Participants) the benefits of SECTION 4
         with respect to all participations in its part of the Obligation
         outstanding from time to time, so long as Borrowers shall not be
         obligated to pay any amount in excess of the amount that would be due
         to such Lender under SECTION 4 calculated as though no participations
         have been made. No Lender shall sell any participating interest under
         which the Participant shall have any Rights to approve any amendment,
         modification, or waiver of any Loan Document, except to the extent such
         amendment, modification, or waiver extends the due date for payment of
         any amount in respect of principal (other than mandatory prepayments,
         if any), interest, or fees due under the Loan Documents, reduces the
         interest rate or the amount of principal or fees applicable to the
         Obligation (except such reductions as are contemplated by the Loan
         Documents), or releases all or any substantial portion of the
         Guaranties or all or any substantial portion of the Collateral for the
         Obligation under the Loan Documents (except such releases of Guaranties
         or Collateral as are contemplated in SECTION 6.2 or otherwise permitted
         by the Loan Documents); provided that, in those cases where a
         Participant is entitled to the benefits of SECTION 4 or a Lender grants
         Rights to its Participants to approve amendments to or waivers of the
         Loan Documents respecting the matters previously described in this
         sentence, such Lender must include a voting mechanism in the relevant
         participation agreement or agreements, as the case may be, whereby a
         majority of such Lender's portion of the Obligation (whether held by
         such Lender or Participant) shall control the vote for all of such
         Lender's portion of the Obligation. Except in the case of the sale of a
         participating interest to another Lender, the relevant participation
         agreement shall not permit the Participant to transfer, pledge, assign,
         sell participations in, or otherwise encumber its portion of the
         Obligation, unless the consent of the transferring Lender (which
         consent will not be unreasonably withheld) has been obtained.

                  (f) Notwithstanding any other provision set forth in this
         Agreement, any Lender may, without notice to, or the consent of any
         Borrower or Administrative Agent, at any time assign and pledge all or
         any portion of its Borrowings and its Notes (to the extent any
         Principal Debt owed to such assigning Lender is evidenced by a Note or
         Notes) to any Federal Reserve Bank as collateral security pursuant to
         Regulation A and any Operating Circular issued by such Federal Reserve
         Bank or any Lender which is a fund may pledge all or any portion of its
         Borrowings and its Notes (to the extent any Principal Debt owed to such
         assigning Lender is evidenced by a Note or Notes) to its trustee in
         support of its obligations to its trustee. No such assignment shall
         release the assigning Lender from its obligations hereunder.

         13.13 DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN
CIRCUMSTANCES. The obligations of each Loan Party under the Loan Documents shall
remain in full force and effect until termination of the Revolver Commitment,
payment in full of the Principal Debt and of all interest, fees, and other
amounts of the Obligation then due and owing, and expiration of all LCs, except
that SECTIONS 4, 11, and 13, and any other provisions under the Loan Documents
expressly intended to survive by the terms hereof or by the terms of the
applicable Loan Documents, shall survive such termination. Upon the termination
of the Revolver Commitment, payment in full of the Principal Debt and of all
interest, fees, and other amounts of the Obligation then due and owing, and the
expiration of all LCs, all Liens granted by the Loan Parties which secure the
Obligation shall automatically be released and shall terminate without any
further action of any Person, and Administrative Agent shall promptly thereafter
return to ACS all stock certificates and other investment property which
evidences Collateral that it possesses. If at any time any payment of the
principal of or interest on any Note or any other amount payable by Borrowers
under any Loan Document is rescinded or must be otherwise restored or returned
upon the insolvency, bankruptcy, or reorganization of any Borrower or otherwise,
the obligations of each



                                       62                  ACS CREDIT AGREEMENT


Loan Party under the Loan Documents with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.

         13.14 CONFIDENTIALITY. Each of Administrative Agent and Lenders agrees
to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its and its Affiliates' directors,
officers, employees, and agents, including accountants, legal counsel, and other
advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed
to keep such Information confidential); (b) to the extent requested by any
regulatory authority; (c) to the extent required by applicable Laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any Rights hereunder
or any suit, action, or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its Rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any financial hedge or credit derivative transaction relating to obligations
of the Loan Parties or to any securitization of the Obligation; (g) with the
consent of Borrowers; (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to Administrative Agent or any Lender on a nonconfidential basis from
a source other than any Loan Party. In addition, Administrative Agent and the
Lenders may disclose the existence of this Agreement and information about this
Agreement to market data collectors, similar service providers to the lending
industry, and service providers to Administrative Agent and the Lenders in
connection with the administration and management of this Agreement, the other
Loan Documents, the Commitment, and the Borrowing. For the purposes of this
Section, "INFORMATION" means all information received from any Company relating
to any Company or its business, properties, assets, prospects, financial
condition, or operations, other than any such information that is publicly
available to Administrative Agent or any Lender prior to disclosure by any Loan
Party. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

         13.15 DESIGNATED SENIOR INDEBTEDNESS. ACS hereby designates the
Obligation as "Designated Senior Indebtedness" under ACS's 3.5% Convertible
Subordinated Notes Due February 15, 2006, in the principal amount of
$316,990,000.



                     [REMAINDER OF PAGE INTENTIONALLY BLANK.

                         SIGNATURE PAGES NOT ATTACHED.]


                                       63                  ACS CREDIT AGREEMENT

EX-21.1

                                                                    EXHIBIT 21.1

                                 SUBSIDIARIES OF
                       AFFILIATED COMPUTER SERVICES, INC.


Subsidiary                                          Jurisdiction of Organization
- ----------                                          ----------------------------

ACS Government Services, Inc.                               Maryland
   Computer Data Systems Sales, Inc.                        Maryland
   CDSI International, Inc.                                 Delaware
   M-GA Fields Road Limited Partnership                     Maryland
   ACS Lender Services, Inc.                                Maryland
   ACS Defense, Inc.                                        Massachusetts
       ASEC International Incorporated                      Delaware
           Saudi American Systems
           Engineering Company                              Saudi Arabia
       BETAC International Corporation                      Delaware
           BETAC Corporation                                Virginia
       Synetics Incorporated                                Massachusetts
Birch & Davis Holdings, Inc.                                Delaware
   ACS State Health Services, Inc.                          Maryland
   ACS Federal Healthcare, Inc.                             Maryland
ACS Desktop Solutions, Inc.                                 Virginia
ACS TransFirst, Inc.                                        Texas
ACS Image Solutions, Inc.                                   Louisiana
ACS Business Process Solutions, Inc.                        Nevada
   Affiliated Computer Services International (Barbados)
   Holdings Limited                                         Barbados
       Affiliated Computer Services International
       (Barbados) Limited                                   Barbados
           ACS Business Process Solutions
           (Jamaica) Limited                                Jamaica
           ACS Business Process Solutions
           (Dominican Republic) S.A.                        Dominican Republic
   ACS-BPS (Ghana) Limited                                  Ghana
   Affiliated Computer Services Business
   Process Solutions, S.A.R.L.                              France
   ACS BPS de Guatemala S.A. de C.V.                        Guatemala
   ACS Data Entry, Inc.                                     Delaware
       ACS Business Process Solutions de
       Mexico S.A. de C.V.                                  Mexico
   ACS Business Process Solutions Limited                   United Kingdom
   Affiliated Computer Services of Spain, S.L.              Spain
FCTC Transfer Services, L.P.                                Delaware
ACS Shared Services, Inc.                                   Delaware
ACS TradeOne Marketing, Inc.                                Delaware
   ACS Securities Services, Inc.                            Texas
ACS State & Local Solutions, Inc.                           New York
   Lockheed Martin B.V.                                     Netherlands
   ACS Public Sector Solutions, Inc.                        Canada
   Lockheed Martin IMS Canada, Inc.                         Canada
   Lockheed Martin Integrated Solutions Company             Delaware
   Datacom Municipal Systems of Pennsylvania                Pennsylvania






   DMV On-Line Access, Inc.                                 Arizona
   Lockheed Martin UK Systems and Services Limited          United Kingdom
   Transaction Processing Specialists, Inc.                 Texas
ACS Healthcare Solutions, Inc.                              California
Health Technology Acquisition Company                       Indiana
       Outsourced Administrative Systems, Inc.              Indiana
ACS Outsourcing Solutions, Inc.                             Michigan
       Genix CSI, Inc.                                      Michigan
ACS Legal Solutions, Inc.                                   Pennsylvania
Computer Systems Development, Inc.                          Arizona
ACS Education Services, Inc.                                Delaware
   Concera Corporation                                      Oregon
ACS BRC Holdings, Inc.                                      Delaware
   ACS Enterprise Solutions, Inc.                           Delaware
       ACS Business Resources Corporation                   Delaware
           PRETS Holdings, Inc.                             Delaware
           ACS RTS Holdings, Inc.                           Delaware
           Government Records Services, Inc.                Delaware
              Title Records Corporation                     Delaware
       Tenacity Manufacturing Company, Inc.                 Delaware
       ACS State Healthcare, LLC                            Delaware
           Consultec IPA, Inc.                              New York
       ACS Government Systems, Inc.                         Delaware
       Omni-Tech Systems, Ltd.                              Canada
       Digital Information Systems Company LLC              Georgia
   Logan Services, Inc.                                     Delaware
   CodeRite, Inc.                                           Texas
   ACS Health Care, Inc.                                    Oregon
   ACS Pace Group, Inc.                                     Delaware
       MidasPlus, Inc.                                      Arizona
ACS Lending, Inc.                                           Delaware
   ACS/ECG Holdings, LLC                                    Delaware
ACS Marketing, L.P.                                         Delaware
   ACS Properties, Inc.                                     Delaware
ACS Welfare Benefit Trust                                   Texas
ACS Trust I                                                 Delaware
ACS Trust II                                                Delaware
ACS Toronto, Inc.                                           Canada

EX-23.1

                                                                    EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (File Nos. 333-49301 and 333-58038) and the Registration
Statements on Form S-8 (Nos. 333-44764, 333-42385, and 333-62030) of Affiliated
Computer Services, Inc. of our report dated July 30, 2002 relating to the
consolidated financial statements and our report dated July 30, 2002 relating to
the financial statement schedule, which appear in this Annual Report on Form
10-K.

PRICEWATERHOUSECOOPERS LLP

Dallas, Texas
September 18, 2002