exv10w1



 





Execution Version




Exhibit 10.1














FIVE YEAR COMPETITIVE ADVANCE AND

REVOLVING CREDIT FACILITY AGREEMENT




among




AFFILIATED COMPUTER SERVICES, INC. AND OTHER BORROWERS FROM

TIME TO TIME PARTY HERETO,

Borrowers




JPMORGAN CHASE BANK,

Administrative Agent




WELLS FARGO BANK, NATIONAL ASSOCIATION,

Syndication Agent




and

THE BANK OF TOKYO-MITSUBISHI, LTD., BNP PARIBAS,

AND WACHOVIA BANK, NATIONAL ASSOCIATION,

Co-Documentation Agents




and




THE LENDERS NAMED HEREIN,

Lenders




$1,500,000,000




Dated as of October 27, 2004
















J.P. MORGAN SECURITIES INC.

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

Co-Lead Arrangers and Joint Book Managers




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	SECTION 1 DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	1.1 Defined Terms.
	 	 	1	 
	1.2 Other Interpretive Provisions.
	 	 	23	 
	1.3 Accounting Terms.
	 	 	24	 
	1.4 Exchange Rates; Currency Equivalents.
	 	 	25	 
	1.5 Additional Available Foreign Currencies.
	 	 	25	 
	1.6 Change of Currency.
	 	 	26	 
	1.7 Times of Day
	 	 	26	 
	1.8 Letter of Credit Amounts
	 	 	26	 
	SECTION 2 THE COMMITMENTS AND CREDIT EXTENSIONS
	 	 	26	 
	2.1 Primary Currency Committed Loans.
	 	 	27	 
	2.2 Multi-Currency Committed Loans.
	 	 	27	 
	2.3 Borrowings, Conversions and Continuations of Committed Loans.
	 	 	27	 
	2.4 Letters of Credit.
	 	 	30	 
	2.5 Swing Line Loans.
	 	 	40	 
	2.6 Competitive Loans and Competitive Letters of Credit.
	 	 	43	 
	2.7 Prepayments.
	 	 	51	 
	2.8 Termination or Reduction of Commitments.
	 	 	52	 
	2.9 Repayment of Loans.
	 	 	53	 
	2.10 Interest.
	 	 	53	 
	2.11 Fees.
	 	 	54	 
	2.12 Computation of Interest and Fees.
	 	 	55	 
	2.13 Evidence of Indebtedness.
	 	 	55	 
	2.14 Payments Generally; Administrative Agent’s Clawback.
	 	 	55	 
	2.15 Sharing of Payments by Lenders.
	 	 	57	 
	2.16 Additional Borrowers.
	 	 	58	 
	2.17 Increase in Commitments.
	 	 	59	 
	SECTION 3 TAXES, YIELD PROTECTION AND ILLEGALITY
	 	 	60	 
	3.1 Taxes.
	 	 	60	 
	3.2 Illegality.
	 	 	62	 
	3.3 Inability to Determine Rates.
	 	 	63	 
	3.4 Increased Costs; Reserves on Eurocurrency Rate Loans.
	 	 	63	 
	3.5 Compensation for Losses.
	 	 	65	 
	3.6 Mitigation Obligations; Replacement of Lenders and Competitive Lenders.
	 	 	66	 
	3.7 Survival.
	 	 	67	 
	SECTION 4 CONDITIONS PRECEDENT TO Credit Extensions
	 	 	67	 
	4.1 Conditions of Initial Credit Extension.
	 	 	67	 
	4.2 Conditions to all Credit Extensions.
	 	 	67	 
	SECTION 5 REPRESENTATIONS AND WARRANTIES
	 	 	68	 
	5.1 Purpose of Credit Facility.
	 	 	68	 
	5.2 Existence, Good Standing, Authority, and Authorizations.
	 	 	68	 
	5.3 Authorization and Contravention.
	 	 	68	 
	5.4 Binding Effect.
	 	 	69	 





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Revolving Credit Facility Agreement




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	5.5 Financial Statements.
	 	 	69	 
	5.6 Taxes.
	 	 	69	 
	5.7 Environmental Matters.
	 	 	69	 
	5.8 Employee Benefit Plans.
	 	 	70	 
	5.9 Properties; Liens.
	 	 	70	 
	5.10 Government Regulations.
	 	 	70	 
	5.11 Intellectual Property.
	 	 	70	 
	5.12 Compliance with Laws.
	 	 	70	 
	5.13 Regulation U.
	 	 	70	 
	5.14 Full Disclosure.
	 	 	71	 
	5.15 No Default.
	 	 	71	 
	SECTION 6 COVENANTS
	 	 	71	 
	6.1 Use of Proceeds.
	 	 	71	 
	6.2 Books and Records.
	 	 	71	 
	6.3 Items to be Furnished.
	 	 	71	 
	6.4 Inspections.
	 	 	72	 
	6.5 Taxes.
	 	 	72	 
	6.6 Payment of Obligations.
	 	 	73	 
	6.7 Maintenance of Existence, Assets, and Business.
	 	 	73	 
	6.8 Insurance.
	 	 	73	 
	6.9 Preservation and Protection of Rights.
	 	 	73	 
	6.10 Employee Benefit Plans.
	 	 	73	 
	6.11 Environmental Laws.
	 	 	73	 
	6.12 Indebtedness.
	 	 	73	 
	6.13 Liens.
	 	 	74	 
	6.14 Transactions with Affiliates.
	 	 	75	 
	6.15 Compliance with Laws and Documents.
	 	 	75	 
	6.16 Accounting Methods.
	 	 	75	 
	6.17 Government Regulations.
	 	 	75	 
	6.18 Restrictions on Subsidiaries.
	 	 	75	 
	6.19 Sale of Assets.
	 	 	76	 
	6.20 Accounts Receivable Financing.
	 	 	76	 
	6.21 Mergers and Dissolutions.
	 	 	76	 
	6.22 Financial Covenants.
	 	 	76	 
	SECTION 7 EVENTS OF DEFAULT AND REMEDIES
	 	 	76	 
	7.1 Payment of Obligation.
	 	 	76	 
	7.2 Covenants.
	 	 	76	 
	7.3 Debtor Relief.
	 	 	77	 
	7.4 Judgments and Attachments.
	 	 	77	 
	7.5 Government Action.
	 	 	77	 
	7.6 Misrepresentation.
	 	 	77	 
	7.7 Change of Control.
	 	 	77	 
	7.8 Default Under Other Indebtedness and Agreements.
	 	 	78	 
	7.9 Employee Benefit Plans.
	 	 	78	 
	7.10 Validity and Enforceability of Loan Documents.
	 	 	78	 
	7.11 Remedies Upon Event of Default.
	 	 	78	 
	7.12 Application of Funds.
	 	 	79	 
	7.13 Collection Allocation Mechanism.
	 	 	80	 





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Revolving Credit Facility Agreement





 









 






	 	 	 	 	 
	SECTION 8 ADMINISTRATIVE AGENT
	 	 	82	 
	8.1 Appointment and Authority.
	 	 	82	 
	8.2 Rights as a Lender.
	 	 	82	 
	8.3 Exculpatory Provisions.
	 	 	82	 
	8.4 Reliance by Administrative Agent.
	 	 	83	 
	8.5 Delegation of Duties.
	 	 	83	 
	8.6 Resignation of Administrative Agent.
	 	 	83	 
	8.7 Non-Reliance on Administrative Agent and Other Lenders.
	 	 	84	 
	8.8 No Other Duties, Etc.
	 	 	84	 
	8.9 Administrative Agent May File Proofs of Claim.
	 	 	84	 
	SECTION 9 MISCELLANEOUS
	 	 	85	 
	9.1 Amendments, Etc.
	 	 	85	 
	9.2 Notices; Effectiveness; Electronic Communication.
	 	 	86	 
	9.3 No Waiver; Cumulative Remedies.
	 	 	88	 
	9.4 Expenses; Indemnity; Damage Waiver.
	 	 	88	 
	9.5 Payments Set Aside.
	 	 	90	 
	9.6 Successors and Assigns.
	 	 	90	 
	9.7 Confidentiality.
	 	 	93	 
	9.8 Right of Setoff.
	 	 	94	 
	9.9 Interest Rate Limitation.
	 	 	94	 
	9.10 Counterparts; Integration; Effectiveness.
	 	 	94	 
	9.11 Survival of Representations and Warranties.
	 	 	95	 
	9.12 Severability.
	 	 	95	 
	9.13 Governing Law; Jurisdiction; Etc.
	 	 	95	 
	9.14 Waiver of Jury Trial.
	 	 	96	 
	9.15 USA PATRIOT Act Notice.
	 	 	96	 
	9.16 Judgment Currency.
	 	 	96	 
	9.17 Resignation of L/C Issuers.
	 	 	97	 
	9.18 Entire Agreement.
	 	 	97	 
	SIGNATURES
	 	 	S-1	 







Five Year Competitive Advance and

Revolving Credit Facility Agreement





 









 








	 	 	 
	SCHEDULES
	 	 
	2.1
	 	Commitments and Applicable Percentages
	2.2
	 	Existing Letters of Credit
	2.16
	 	Conditions to Additional Borrowers
	4.1
	 	Conditions to Initial Credit Extension
	9.2
	 	Administrative Agent's Office; Certain Addresses for Notices
	EXHIBITS
	 	 
	Form of
	 	 
	A
	 	Committed Loan Notice
	B
	 	Swing Line Loan Notice
	C-1
	 	Notice of Competitive Bid Request
	C-2
	 	Competitive Bid
	C-3
	 	Competitive Bid Accept/Reject Letter
	D
	 	Compliance Certificate
	E
	 	Assignment and Assumption
	F
	 	Guaranty
	G
	 	Additional  Borrower Notice and Assumption Agreement
	H
	 	Additional Borrower Notice
	I
	 	Release of Borrowing Subsidiary
	J-1
	 	Note for ACS
	J-2
	 	Note for Borrowing Subsidiaries







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FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING

CREDIT FACILITY AGREEMENT




     This FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
(“Agreement”) is entered into as of October 27, 2004, among AFFILIATED COMPUTER
SERVICES, INC., a Delaware corporation (“ACS”), other Borrowers from time to
time party hereto pursuant to Section 2.16 (together with ACS, the “Borrowers”
and, each a “Borrower”), each lender from time to time party hereto, and JP
MORGAN CHASE BANK, as Administrative Agent.



     In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:



SECTION 1 DEFINITIONS AND ACCOUNTING TERMS




1.1 Defined Terms. As used in this Agreement, the following terms shall
have the meanings set forth below:



     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 has the meaning specified in the preamble hereto.



     Additional Borrower Notice has the meaning specified in Section 2.16.



     Additional Borrower Notice and Assumption Agreement has the meaning
specified in Section 2.16.



     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.



     Administrative Agent means JPMorgan Chase Bank, in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.



     Administrative Agent’s Office means, with respect to any currency, the
Administrative Agent’s address and, as appropriate, account as set forth on
Schedule 9.2 with respect to such currency, or such other address or account
with respect to such currency as the Administrative Agent may from time to time
notify Borrowers and the Lender Parties.



     Administrative Questionnaire means an Administrative Questionnaire in a
form supplied by the Administrative Agent.



Five Year Competitive Advance and

Revolving Credit Facility Agreement




 









 








     Affiliate means, with respect to any Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by
or is under common Control with the Person specified.



     Aggregate Commitments means, on any date of determination, the sum of the
Primary Currency Commitments and the Multi-Currency Commitments. The initial
Aggregate Commitments is $1,500,000,000.



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



     Applicable Margin means, from time to time, the following percentages per
annum, based upon the Debt Rating as set forth below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Margin

	Pricing Level	 	 	 	 	 	 	 	Eurocurrency	 	 
	from highest	 	Debt Ratings	 	 	 	 	 	Rate+/Letter of	 	 
	to lowest
	 	S&P/Moody’s
	 	Facility Fee
	 	Credit
	 	Base Rate+

	 	1	 	 	A/A2 or better
	 	 	0.080	%	 	 	0.220	%	 	 	0.000	%
	 	2	 	 	A-/A3
	 	 	0.090	%	 	 	0.285	%	 	 	0.000	%
	 	3	 	 	BBB+/Baa1
	 	 	0.110	%	 	 	0.390	%	 	 	0.000	%
	 	4	 	 	BBB/Baa2
	 	 	0.150	%	 	 	0.475	%	 	 	0.000	%
	 	5	 	 	BBB-/Baa3
	 	 	0.175	%	 	 	0.575	%	 	 	0.000	%
	 	6	 	 	Worse than BBB-/Baa3
or Not Rated
	 	 	0.225	%	 	 	0.775	%	 	 	0.000	%







     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 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); (c) if either Moody’ or S&P shall not have in effect a Debt Rating for the
Index Debt (other than by reason of the circumstances referred to in the last
sentence of this paragraph), then such rating agency shall be deemed to have
established a rating in Pricing Level 6; (d) if either Moody’s or S&P no longer
publishes ratings and Borrowers and the 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. If
the rating system of Moody’s or S&P shall change, or if either such rating
agency shall cease to be in the business of rating corporate debt obligations,
Borrowers and the Lenders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such
amendment, the Applicable Margin shall be determined by reference to the rating
most recently in effect prior to such change or cessation.



Five Year Competitive Advance and

Revolving Credit Facility Agreement




 









 








     Initially, the Applicable Margin shall be determined based upon the Debt
Rating specified in the certificate delivered pursuant to Schedule 4.1, item
15. 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
the Borrowers have delivered to the Administrative Agent notice thereof
pursuant to Section 6.3(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.



     Applicable Percentage means with respect to any Lender at any time, (i)
for the Primary Currency Facility, the percentage (carried out to the ninth
decimal place) of the aggregate amount of the Primary Currency Commitments
represented by such Primary Currency Lender’s Primary Currency Commitment at
such time, (ii) for the Multi-Currency Facility, the percentage (carried out to
the ninth decimal place) of the aggregate amount of the Multi-Currency
Commitments represented by such Multi-Currency Lender’s Multi-Currency
Commitment at such time, and (iii) for the Facilities as a whole, the
percentage (carried out to the ninth decimal place) of the Aggregate
Commitments represented by such Lender’s Commitment at such time. If the
commitment of each Primary Currency Lender or Multi-Currency Lender, as the
case may be, to make Loans and the obligation of the L/C Issuers to make L/C
Credit Extensions have been terminated pursuant to Section 7.11 or if the
Aggregate Commitments have expired, then the Applicable Percentage of each
Primary Currency Lender or Multi-Currency Lender, as the case may be, shall be
determined based on the Applicable Percentage of such Primary Currency Lender
or Multi-Currency Lender most recently in effect, giving effect to any
subsequent assignments. The initial Applicable Percentage of each Primary
Currency Lender and Multi-Currency Lender for each of the Primary Currency
Facility and the Multi-Currency Facility, as the case may be, is set forth
opposite the name of such Lender for the relevant Facility on Schedule 2.1 or
in the Assignment and Assumption pursuant to which such Primary Currency Lender
or Multi-Currency Lender becomes a party hereto, as applicable.



     Applicable Time means, with respect to any borrowings and payments in any
Available Foreign Currency, the local time in the place of settlement for such
Available Foreign Currency as may be determined by the Administrative Agent or
the applicable L/C Issuer, as the case may be, to be necessary for timely
settlement on the relevant date in accordance with normal banking procedures in
the place of payment.



     Applicant Borrower has the meaning specified in Section 2.16.



     Approved Fund means any Fund that is administered or managed by (a) a
Lender Party, (b) an Affiliate of a Lender Party or (c) an entity or an
Affiliate of an entity that administers or manages a Lender Party.



     Arrangers means J.P. Morgan Securities Inc. and Wells Fargo, in their
capacity as co-lead arrangers and joint book managers.



     Assignment and Assumption means an assignment and assumption entered into
by a Lender Party and an Eligible Assignee (with the consent of any party whose
consent is required by Section 9.6(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit E or any other form approved by the
Administrative Agent.



     Australian Dollars and the symbol “Aus$” means the lawful currency of
Australia.



Five Year Competitive Advance and

Revolving Credit Facility Agreement




 









 








     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.



     Availability Period means the period from and including the Closing Date
to the earliest of (a) the Maturity Date, (b) the date of termination of the
Aggregate Commitments pursuant to Section 2.8, and (c) the date of termination
of the commitment of each Lender to make Loans and of the obligation of the L/C
Issuers to make L/C Credit Extensions pursuant to Section 7.11.



     Available Foreign Currency means Euros, Canadian Dollars, Sterling,
Australian Dollars, Yen, Francs, Krones, New Zealand Dollars, and each other
currency (other than Dollars) that is approved in accordance with Section 1.5.



     Base Rate means, for any day, a rate per annum equal to the greater of (a)
the rate of interest per annum publicly announced from time to time by JPMorgan
as its prime rate in effect at its principal office in New York City or (b) .5%
plus the Federal Funds Rate. Any change in the Base Rate due to a change in
the prime rate of JPMorgan or the Federal Funds Rate shall be effective on the
effective date of such change in such prime rate or the Federal Funds Rate.



     Base Rate Committed Loan means a Committed Loan that is a Base Rate Loan.



     Base Rate Loan means a Loan that bears interest based on the Base Rate.
All Base Rate Loans shall be denominated in Dollars.



     Borrowers means, on any date of determination, ACS and each Subsidiary of
ACS that has become a Borrower hereunder pursuant to the terms of Section 2.16
hereof; and Borrower means any of the Borrowers.



     Borrowing means a Committed Borrowing, a Competitive Borrowing, or a Swing
Line Borrowing, as the context may require.



     Borrowing Subsidiary means any Borrower other than ACS, and Borrowing
Subsidiaries means all Borrowers other than ACS.



     Business Day means any day other than a Saturday, Sunday, or other day on
which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent’s Office with respect
to Obligations denominated in Dollars is located and:




     (a) if such day relates to any interest rate settings as to a
Eurocurrency Rate Loan denominated in Dollars, any fundings,
disbursements, settlements and payments in Dollars in respect of any such
Eurocurrency Rate Loan, or any other dealings in Dollars to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Rate
Loan, means any such day on which dealings in deposits in Dollars are
conducted by and between banks in the London interbank eurodollar market;




     (b) if such day relates to any interest rate settings as to a
Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements,
settlements and payments in Euro in respect of any such Eurocurrency Rate
Loan, or any other dealings in Euro to be carried out pursuant to this
Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET
Day;




     (c) if such day relates to any interest rate settings as to a
Eurocurrency Rate Loan denominated in a currency other than Dollars or
Euro, means any such day on which dealings in



Five Year Competitive Advance and

Revolving Credit Facility Agreement




 









 









deposits in the relevant currency are conducted by and between banks
in the London or other applicable offshore interbank market for such
currency; and




     (d) if such day relates to any fundings, disbursements, settlements
and payments in a currency other than Dollars or Euro in respect of a
Eurocurrency Rate Loan denominated in a currency other than Dollars or
Euro, or any other dealings in any currency other than Dollars or Euro to
be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan (other than any interest rate settings), means any
such day on which banks are open for foreign exchange business in the
principal financial center of the country of such currency.



     CAM Percentage means, as to each Lender Party, a fraction, expressed as a
decimal, of which (i) the numerator shall be the aggregate Dollar Equivalent
(determined on the basis of Exchange Rates prevailing on the Conversion Date)
of the Total Outstandings owed to such Lender (including, without duplication,
through participations) immediately prior to the Conversion Date and (ii) the
denominator shall be the aggregate Dollar Equivalent (as so determined) of the
Total Outstandings owed to all the Lender Parties (including through
participations) immediately prior to such Conversion Date.



     Canadian Dollars and the symbol “Cdn” means the lawful currency of Canada.



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



     Cash Collateralize, with respect to L/C Obligations, has the meaning
specified in Section 2.4(j), and with respect to Competitive Letter of Credit
Obligations, has the meaning specified in Section 2.6(k)(vii).



     Change in Law means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any
Governmental Authority or (c) the making or issuance of any request, guideline
or directive (whether or not having the force of law) by any Governmental
Authority.



     Closing Date means the first date all the conditions precedent in Section
4.1 are satisfied or waived in accordance with Section 9.1.



     Code means the Internal Revenue Code of 1986.



     Co-Documentation Agent means The Bank of Tokyo-Mitsubishi, Ltd., BNP
Paribas, and Wachovia Bank National Association, and their respective permitted
successors and assigns as “Co-Documentation Agents” under the Loan Documents.



     Commitment means, on any date of determination, as to each Lender, the sum
of such Lender’s Primary Currency Commitment and Multi-Currency Commitment (if
any).



     Committed Borrowing means a borrowing consisting of simultaneous Committed
Loans of the same Type, in the same currency and, in the case of Eurocurrency
Rate Committed Loans, having the same Interest Period made by each of the
applicable Lenders pursuant to Section 2.1 or 2.2.



     Committed Loan means a Primary Currency Committed Loan and a
Multi-Currency Committed Loan.



Five Year Competitive Advance and

Revolving Credit Facility Agreement




 









 









     Committed Loan Notice means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other, or (c) a continuation
of Eurocurrency Rate Committed Loans, pursuant to Section 2.3, which, if in
writing, shall be substantially in the form of Exhibit A.



     Companies means, at any date of determination thereof, ACS and its
Subsidiaries; and Company means, on any date of determination, ACS or any of
its Subsidiaries.



     Competitive Bid means an offer by a Lender to make a Competitive Loan or
to issue a Competitive Letter of Credit pursuant to Section 2.6.



     Competitive Bid Accept/Reject Letter means a notification made by the
Borrower making the applicable Competitive Bid Request pursuant to Section
2.6(e) in the form of Exhibit C-3.



     Competitive Bid Rate means, as to any Competitive Bid, the Competitive
Loan Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.



     Competitive Bid Request means a request made pursuant to Section 2.6 in
the form of Exhibit C-1.



     Competitive Borrowing means a Borrowing consisting of a Competitive Loan
or concurrent Competitive Loans from the Lender or Lenders whose Competitive
Bids for such Borrowing have been accepted under the bidding procedure
described in Section 2.6.



     Competitive Issuer Documents means with respect to any Competitive Letter
of Credit, the application therefor (if any), and any other documents,
agreements and instruments entered into by the applicable Competitive Letter of
Credit Issuer and the Requesting Borrower (or any Subsidiary of such Requesting
Borrower) or in favor such Competitive Letter of Credit Issuer and relating to
any such Competitive Letter of Credit.



     Competitive LC Unreimbursed Amount has the meaning specified in Section
2.6(k)(iii).



     Competitive Lender means, on any date of determination, any Person that is
owed a Competitive Loan.



     Competitive Letter of Credit means a letter of credit issued pursuant to
Section 2.6.



     Competitive Letter of Credit Issuer means, on any date of determination,
any Person that is owed any Competitive Letter of Credit Obligations.



     Competitive Letter of Credit Obligations means, as at any date of
determination, the aggregate amount available to be drawn under all outstanding
Competitive Letters of Credit plus the aggregate of all Competitive LC
Unreimbursed Amounts. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.



     Competitive Loan means a Loan made pursuant to Section 2.6. Each
Competitive Loan shall be a Eurocurrency Rate Competitive Loan or a Fixed Rate
Loan.



     Competitive Loan Margin means, with respect to any Competitive Loan
bearing interest at a rate based on the Eurocurrency Rate, the marginal rate of
interest, if any, to be added to or subtracted from the



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Eurocurrency Rate in order to determine the interest rate applicable to
such Loan, as specified by the Person making such Loan in its related
Competitive Bid.



     Compliance Certificate means a certificate substantially in the form of
Exhibit D.



     Contingent Obligation means, as to any Company, any obligation, contingent
or otherwise, of such Company guaranteeing or having the economic effect of
guaranteeing any Indebtedness of the type described in clauses (a) through (f)
of the definition of “Indebtedness” by another Person (other than another
Company) (such Person, the “primary obligor”) in any manner, whether directly
or indirectly, and including any obligation of such Company, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness; (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness of the payment or performance of such Indebtedness; (iii) to
maintain working capital, equity capital or any other financial statement
condition or liquidity or level of income or cash flow of the primary obligor
so as to enable the primary obligor to pay such Indebtedness; or (iv) entered
into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness of the payment or performance thereof or to protect such
obligee against loss in respect thereof (in whole or in part). The amount of
any Contingent Obligation shall be deemed to be an amount equal to the stated
or determinable amount of the related primary obligation, or portion thereof,
in respect of which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
as determined by the guaranteeing Company in good faith.



     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 ability to exercise voting power, by contract or otherwise.
“Controlling” and “Controlled” have meanings correlative thereto.



     Conversion Date has the meaning specified in Section 7.13.



     Credit Extension means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.



     Current Financials means, at the time of any determination thereof, the
more recently delivered to Lenders of either (a) the audited Financial
Statements for the fiscal year ended June 30, 2004, calculated on a
consolidated basis for the Companies; or (b) the Financial Statements required
to be delivered under Sections 6.3(a) or 6.3(b), as the case may be, calculated
on a consolidated basis for the Companies.



     Debt Rating means, as of any date of determination, the most
recently-announced rating as determined by either S&P or Moody’s assigned to
the Index Debt, regardless of whether all or any part of such Index Debt has
been issued at the time such rating was issued.



     Debtor Relief Laws means the Bankruptcy Code of the United States, and all
other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief Laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally.



     Default means any event or condition that constitutes an Event of Default
or that, with the giving of any notice, the passage of time, or both, would be
an Event of Default.



     Default Rate means (a) when used with respect to overdue principal of any
Loan, an interest rate equal to the interest rate (including any Applicable
Margin) otherwise applicable to such Loan plus 2% per annum, (b) when used with
respect to L/C Obligations under undrawn Letters of Credit, the Letter of



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Credit Fee plus 2% per annum; and (c) when used with respect to all other
Obligations including, without limitation, Unreimbursed Amounts under Letters
of Credit and Competitive Letters of Credit, a rate equal to the Base Rate plus
any Applicable Margin plus 2% per annum.



     Defaulting Lender means any Lender or Competitive Lender, as the case may
be, that (a) has failed to fund any portion of the Loans, participations in L/C
Obligations or participations in Swing Line Loans required to be funded by it
hereunder within one Business Day of the date required to be funded by it
hereunder, (b) has otherwise failed to pay over to the Administrative Agent or
any other Lender or Competitive Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due, unless the subject
of a good faith dispute, or (c) has been deemed insolvent or become the subject
of a bankruptcy, insolvency or receivership proceeding.



     Disposition or Dispose means the sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction) of any property by
any Person, including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.



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



     Dollar and the symbol “$” mean lawful money of the United States.



     Dollar Equivalent means (i) with respect to an amount denominated in
Dollars, such Dollar amount and (ii) with respect to an amount denominated in
any Foreign Currency, the equivalent in Dollars of such amount determined at
the Exchange Rate for the purchase of Dollars with such Foreign Currency, as
determined by the Administrative Agent on the Exchange Determination Date
applicable to such amount.



     Dollar Obligations means Dollar-denominated Loans, Letters of Credit,
Competitive Letters of Credit, and related reimbursement obligations
(including, without limitation, Foreign Currency-denominated Loans, Letters of
Credit, Competitive Letters of Credit, and related reimbursement obligations
converted into Dollars pursuant to Section 7.13).



     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 during such period; (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.



     Eligible Assignee means (a) any Lender Party; (b) an Affiliate of a Lender
Party; (c) an Approved Fund; and (d) any other Person (other than a natural
person), in each case with respect to clauses (a) through (d), approved by the
Administrative Agent, each L/C Issuer and for assignments under the Primary
Currency Facility, each Swing Line Lender, and with respect to clause (d),
unless a Default has



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occurred and is continuing, ACS (such approvals by ACS, the Administrative
Agent, each L/C Issuer, and for assignments under the Primary Currency
Facility, each Swing Line Lender, not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, “Eligible Assignee” shall not
include ACS or any of ACS’ Affiliates or Subsidiaries.



     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 Borrower, any Subsidiary, or ERISA
Affiliate, but not including any Multiemployer Plan.



     EMU means the economic and monetary union in accordance with the Treaty of
Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of
1992 and the Amsterdam Treaty of 1998.



     EMU Legislation means the legislative measures of the European Council for
the introduction of, changeover to or operation of a single or unified European
currency.



     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. § 9601 et seq.) (“CERCLA”), the Clean Air Act (42
U.S.C. § 7401 et seq.), the Federal Water Pollution Control Act, as amended by
the Clean Water Act (33 U.S.C. § 1251 et seq.), the Federal Insecticide,
Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning
and Community Right to Know Act of 1986 (42 U.S.C. § 11001 et seq.), the
Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the National
Environmental Policy Act of 1969 (42 U.S.C. § 4321 et seq.), the Oil Pollution
Act (33 U.S.C. § 2701 et seq.), the Resource Conservation and Recovery Act (42
U.S.C. § 6901 et seq.), the Rivers and Harbors Act (33 U.S.C. § 401 et seq.),
the Safe Drinking Water Act (42 U.S.C. § 201 and § 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. § 6901 et
seq.), the Toxic Substances Control Act (15 U.S.C. § 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 Interests means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from
such Person of shares of capital stock of (or other ownership or profit
interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting,



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and whether or not such shares, warrants, options, rights or other
interests are outstanding on any date of determination.



     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
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 and EUR mean the lawful currency of the Participating Member States
introduced in accordance with the EMU Legislation.



     Eurocurrency Rate means with respect to any Eurocurrency Rate Loan for any
Interest Period, the rate per annum equal to (a) for all Eurocurrency Rate
Loans (other than Eurocurrency Rate Loans denominated in Euros), the rate
appearing on Page 3740 or Page 3750, as the case may be, and (b) for all
Eurocurrency Rate Loans denominated in Euros, the rate appearing on Page 248,
each as published by Dow Jones Markets (or on any successor or substitute page
of such service, or any successor to or substitute for such service, providing
rate quotations comparable to those currently provided on such page of such
service, as determined by the Administrative Agent from time to time for
purposes of providing quotations of interest rates applicable to deposits in
Dollars or the applicable Foreign Currency in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for deposits in the relevant currency
(for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period. If such rate is not available at such time for any
reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate
per annum determined by the Administrative Agent to be the rate at which
deposits in the relevant currency for delivery on the first day of such
Interest Period in Same Day Funds in the approximate amount of the Eurocurrency
Rate Loan being made, continued or converted by JPMorgan and with a term
equivalent to such Interest Period would be offered by JPMorgan’s London Branch
(or other JPMorgan branch or Affiliate) to major banks in the London or other
offshore interbank market for such currency at their request at approximately
11:00 a.m. (London time) two Business Days prior to the commencement of such
Interest Period.



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     Eurocurrency Rate Committed Loan means a Committed Loan that bears
interest at a rate based on a Eurocurrency Rate. Eurocurrency Rate Committed
Loans may be denominated in Dollars or in an Available Foreign Currency. All
Committed Loans denominated in an Available Foreign Currency must be
Eurocurrency Rate Committed Loans.



     Eurocurrency Rate Competitive Loan means a Committed Loan that bears
interest at a rate based on a Eurocurrency Rate. Eurocurrency Rate Competitive
Loans may be denominated in Dollars or in a Foreign Currency.



     Eurocurrency Rate Loan means a Eurocurrency Rate Committed Loan or a
Eurocurrency Rate Competitive Loan.



     Euro Obligations means Euro-denominated Loans, Letters of Credit,
Competitive Letters of Credit, and related reimbursement obligations.



     Event of Default has the meaning specified in Section 7.



     Exchange Determination Date means, on any date of determination:




     (a) with respect to any Loan and Outstanding Amounts thereunder, the
later of (i) the most recent date upon which the relevant Borrower
delivers a Request for Credit Extension with respect to such Loan
(whether for the initial borrowing thereof or any continuation or
conversion thereof) or (ii) the most recent Revaluation Date;




     (b) with respect to any Letter of Credit and Outstanding Amounts
with respect thereto, the later of (i) the most recent date upon which
the relevant Borrower delivers a Request for Credit Extension (whether
for the initial issuance thereof or any amendment or extension thereof)
or (ii) the most recent Revaluation Date;




     (c) with respect to any Competitive Bid Loan and Outstanding Amounts
thereunder, the latest of (i) the most recent date upon which the
relevant Borrower delivers the Accept/Reject Letter with respect to such
Competitive Bid Loan; (ii) the most recent date upon which the relevant
Borrower delivers conversion or continuation instructions with respect to
such Competitive Bid Loan; or (iii) the most recent Revaluation Date;




     (d) with respect to any Competitive Letter of Credit and Outstanding
Amounts with respect thereto, the later of (i) the most recent date upon
which the relevant Borrower delivers the Accept/Reject Letter (or other
required notice with respect to amendments or modifications) with respect
to such Competitive Letter of Credit (whether for the initial issuance
thereof or any amendment or extension thereof); or (ii) the most recent
Revaluation Date;




     (e) with respect to any principal payment or prepayment or any
drawings under or reimbursement of drawings under Letters of Credit or
Competitive Letters of Credit (the “Reimbursement Obligations”), the date
upon which the payment is made (in the case of payments and prepayments)
and the related Honor Date in the case of Reimbursement Obligations; and




     (f) for all other purposes (except as otherwise expressly provided
in the Loan Documents), the amount determined on the most recent
Revaluation Date.



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     Exchange Rate means, with respect to any currency on a particular date,
the rate at which such currency may be exchanged into another currency, as set
forth on such date as of the close of business on such date on the applicable
Reuters currency page with respect to such currency. In the event that such
rate does not appear on the applicable Reuters currency page, the Exchange Rate
with respect to such currency shall be determined by reference to such other
publicly available service for displaying exchange rates as may be agreed upon
by the Administrative Agent and Borrowers or, in the absence of such agreement,
such Exchange Rate shall instead be JPMorgan’s spot rate of exchange in the
London interbank or other market where its foreign currency exchange operations
in respect of such currencies are then being conducted, at approximately 10:00
a.m., at such date for the purchase of such currency with such other currency,
for delivery two Business Days later; provided, however, that if at the time of
any such determination, for any reason, no such spot rate is being quoted, the
Administrative Agent may use any reasonable method it deems appropriate to
determine such rate, and such determination shall be conclusive absent manifest
error.



     Excluded Taxes means, with respect to the Administrative Agent, any Lender
Party or any other recipient of any payment to be made by or on account of any
obligation of any Borrower hereunder, (a) taxes imposed on or measured by its
overall net income (however denominated), and franchise taxes imposed on it (in
lieu of net income taxes), by the jurisdiction (or any political subdivision
thereof) under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender or Competitive
Lender, in which its applicable Lending Office is located, (b) any branch
profits taxes imposed by the United States or any similar tax imposed by any
other jurisdiction in which such Borrower is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by ACS under
Section 3.6), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Foreign Lender’s
failure or inability (other than as a result of a Change in Law) to comply with
Section 3.1(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new Lending Office (or
assignment), to receive additional amounts from the applicable Borrower with
respect to such withholding tax pursuant to Section 3.1(a). Notwithstanding
anything to the contrary contained in this definition, “Excluded Taxes” shall
not include any withholding tax imposed at any time on payments made by or on
behalf of a Foreign Obligor to any Lender Party hereunder or under any other
Loan Document.



     Existing Credit Agreement means the Revolving Credit Agreement dated
September 12, 2002, between ACS and other borrowers party thereto, Wells Fargo
Bank, National Association, and certain lenders party thereto, 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 Existing Credit Agreement.



     Facilities means, collectively, the Primary Currency Facility and the
Multi-Currency Facility; Facility means either of the Primary Currency Facility
or the Multi-Currency Facility.



     Federal Funds Rate means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members 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 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 (rounded
upward,



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if necessary, to a whole multiple of 1/100 of 1%) charged to JPMorgan on
such day on such transactions as determined by the Administrative Agent.



     Fee Letter means, collectively, the letter agreements, dated September 20,
2004, among ACS, the Administrative Agent and the Arrangers and between ACS and
the Administrative Agent.



     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 Rate means, with respect to any Competitive Loan (other than a
Eurocurrency Rate Competitive Loan), the fixed rate of interest per annum
specified by the Lender making such Competitive Loan in its related Competitive
Bid.



     Fixed Rate Loan means a Competitive Loan bearing interest at a Fixed Rate.



     Foreign Currency means any currency other than Dollars.



     Foreign Currency Equivalent means with respect to an amount denominated in
Dollars, the equivalent in a Foreign Currency of such amount determined at the
Exchange Rate for the purchase of such Foreign Currency with Dollars, as
determined by the Administrative Agent on the Exchange Determination Date
applicable to such amount.



     Foreign Lender means, with respect to any Borrower, any Lender Party that
is organized under the laws of a jurisdiction other than that in which such
Borrower is resident for tax purposes. For purposes of this definition, the
United States, each State thereof and the District of Columbia shall be deemed
to constitute a single jurisdiction.



     Foreign Obligor means a Borrower that is a Foreign Subsidiary.



     Foreign Subsidiary means any direct or indirect Subsidiary of ACS that is
organized under the laws of a jurisdiction other than the United States, a
State thereof or the District of Columbia.



     Francs and the symbol “CHF” means the lawful currency of Switzerland.



     FRB means the Board of Governors of the Federal Reserve System of the
United States.



     Fund means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.



     Funded Indebtedness means, on any date of determination, the Indebtedness
of the Companies determined on a consolidated basis, excluding any Indebtedness
described in clause (g) of the definition of “Indebtedness” set forth in this
Section 1.1.



     GAAP means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the



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United States, that are applicable to the circumstances as of the date of
determination, consistently applied.



     Governmental Authority means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, any other
entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank), or solely for purposes of Section 3, any central bank.



     Guaranty means the Guaranty made by ACS in favor of the Administrative
Agent and the Lenders, substantially in the form of Exhibit F (as the same may
hereafter be amended, modified, supplemented, or restated from time to time).



     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.



     Honor Date has the meaning specified in Section 2.4(c)(i) or Section
2.6(k)(iii), as the case may be.



     Increase Effective Date has the meaning specified in Section 2.17(d).



     Indebtedness 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 Indebtedness 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; and (g) all Contingent Obligations; provided,
however that Indebtedness shall expressly exclude (i) surety, payment, or
performance bonds issued in the ordinary course of such Company’s business and
(ii) except as otherwise provided in this Agreement, indebtedness and
obligations owed by one Company to another Company.



     Indemnified Taxes means Taxes other than Excluded Taxes.



     Indemnitees has the meaning specified in Section 9.4(b).



     Index Debt means any class of long-term senior, unsecured Indebtedness
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.



     Interest Coverage Ratio means, for the Companies on a consolidated basis
and without duplication, at any date of determination, the ratio of: (a) EBITDA
of the Companies for the most recently ended Rolling Period to (b) Interest
Expense for such period.



     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



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fees) on all Indebtedness (other than Indebtedness described in clause (g)
of the definition of “Indebtedness”) 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; the
amortization of any original issue discount on any Indebtedness; 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 Indebtedness.



     Interest Payment Date means, (a) as to any Committed Loan other than a
Base Rate Loan, the last day of each Interest Period applicable to such
Committed Loan and the Maturity Date; provided, however, that if any Interest
Period for a Eurocurrency Rate Loan exceeds three months, the respective dates
that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a
Swing Line Loan), the last Business Day of each March, June, September and
December and the Maturity Date.



     Interest Period means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or (in the case
of any Eurocurrency Rate Committed Loan) converted to or continued as a
Eurocurrency Rate Loan and ending on the date one, two, three or six months
thereafter, as selected by the applicable Borrower in its Committed Loan Notice
or Competitive Bid Request, as the case may be; provided that:




     (i) any Interest Period that would otherwise end on a day that
is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next
preceding Business Day;




     (ii) any Interest Period that begins on the last Business Day
of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at
the end of such Interest Period; and




     (iii) no Interest Period shall extend beyond the Maturity
Date.



     ISP means, with respect to any standby Letter of Credit, the
“International Standby Practices 1998” published by the Institute of
International Banking Law & Practice (or such later version thereof as may be
in effect at the time of issuance).



     Issuer Documents means with respect to any Letter of Credit, the
application therefor (if any), and any other documents, agreements and
instruments entered into by the applicable L/C Issuer and the Requesting
Borrower (or any Subsidiary of such Requesting Borrower) or in favor of such
L/C Issuer and relating to any such Letter of Credit.



     JPMorgan means JPMorgan Chase Bank, in its individual capacity as a
Lender, and its successors and assigns.



     Krones and the symbol “DKK” means the lawful currency of Denmark.



     L/C Advance means, with respect to each Lender under a Facility, such
Lender’s funding of its participation in any L/C Borrowing under such Facility
in accordance with its Applicable Percentage of such Facility. All L/C Advances
shall be denominated in Dollars.



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     L/C Borrowing means an extension of credit under Section 2.4(e)(i)
resulting from a drawing under any Letter of Credit which has not been
reimbursed on the date when made or refinanced as a Committed Borrowing. All
L/C Borrowings shall be denominated in Dollars.



     L/C Credit Extension means, (a) with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of
the amount thereof and (b) with respect to any Competitive Letter of Credit,
the issuance thereof or extension of the expiry date thereof, or the increase
of the amount thereof.



     L/C Issuer means with respect to each Letter of Credit, the Lender that
issues such Letter of Credit and shall be either (a) JPMorgan or any Affiliate
of JPMorgan, (b) Wells Fargo or any Affiliate of Wells Fargo, and (c) any other
Lender that has agreed in writing to issue, increase, or extend one or more
Letters of Credit under the Facilities and has been approved by the
Administrative Agent and ACS (in either case, which approval shall not be
unreasonably withheld). Any Lender may resign as an L/C Issuer in accordance
with Section 9.17.



     L/C Obligations means, as at any date of determination, the aggregate
amount of the Multi-Currency L/C Obligations and the Primary Currency L/C
Obligations. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.



     Laws means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.



     Lender Parties means each of the Lenders, the Competitive Lenders, the L/C
Issuers and the Competitive Letter of Credit Issuers.



     Lenders means the Primary Currency Lenders and the Multi-Currency Lenders,
and, as the context requires, includes each Swing Line Lender.



     Lending Office means, as to any Lender Party, the office or offices of
such Lender Party described as such in such Lender Party’s Administrative
Questionnaire, or such other office or offices as a Lender Party may from time
to time notify Borrowers and the Administrative Agent.



     Letter of Credit means any letter of credit issued pursuant to Section 2.4
and shall include the Existing Letters of Credit. A Letter of Credit may be a
commercial letter of credit or a standby letter of credit. Letters of Credit
may be issued in Dollars or in an Available Foreign Currency. Letters of
Credit expressly exclude Competitive Letters of Credit.



     Letter of Credit Fee has the meaning specified in Section 2.4(l).



     Letter of Credit Request has the meaning specified Section 2.4(b)(i).



     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 Indebtedness outstanding on such date to (b) Adjusted EBITDA.



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     Lien means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature
of a security interest of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, any easement, right of way
or other encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing).



     Litigation means any action by or before any Governmental Authority.



     Loan means an extension of credit by a Lender or a Competitive Lender, as
the case may be, to a Borrower under Section 2 in the form of a Committed Loan,
a Swing Line Loan, or a Competitive Loan.



     Loan Documents means this means (a) this Agreement, each Additional
Borrower Notice and Assumption Agreement, each Note, the Guaranty, each Issuer
Document, each Letter of Credit, each Competitive Issuer Documents, each
Competitive Letter of Credit, any document evidencing any increase in the
Primary Currency Commitment pursuant to Section 2.17, and, each Competitive
Bid with respect to any Competitive Loan; and (b) all other agreements,
documents, or instruments in favor of the Administrative Agent or the Lender
Parties ever executed and delivered pursuant to this Agreement or otherwise
executed and delivered in connection with all or any part of the Obligations,
and (c) any and all future renewals, extensions, restatements, reaffirmations,
or amendments of, or supplements to, all or any part of the foregoing.



     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 Borrowers,
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 Party 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.



     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 10% 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 5% of the
book value of all assets of all of the Companies.



     Maturity Date means October 27, 2009.



     Moody’s means Moody’s Investors Services, Inc.



     Multi-Currency Commitment means, as to any Multi-Currency Lender at any
time, its obligation to make Multi-Currency Committed Loans to the Borrowers in
an aggregate Dollar Equivalent amount not to exceed at any one time outstanding
the amount set forth opposite such Multi-Currency Lender’s name in Part B of
Schedule 2.1 under the heading “Multi-Currency Commitment” or in the Assignment



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and Assumption pursuant to which such Multi-Currency Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time
in accordance with this Agreement. The initial aggregate amount of the
Multi-Currency Commitments is $200,000,000.



     Multi-Currency Committed Loan has the meaning specified in Section 2.2.



     Multi-Currency Facility means the revolving credit facility as described
in and subject to the limitations set forth in Section 2.2 hereof.



     Multi-Currency L/C Obligations means, as at any date of determination, the
aggregate amount available to be drawn under all outstanding Letters of Credit
issued under the Multi-Currency Facility plus the aggregate of all Unreimbursed
Amounts with respect to such Letters of Credit, including all L/C Borrowings
under the Multi-Currency Facility.



     Multi-Currency Lender means, on any date of determination, any Person that
has a Multi-Currency Commitment, or holds any part of the Multi-Currency Total
Outstandings.



     Multi-Currency Total Outstandings means the aggregate Outstanding Amount
of all Multi-Currency Committed Loans and all Multi-Currency L/C Obligations.



     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 calculated on a
consolidated basis as of that date and determined in accordance with GAAP.



     New Zealand Dollars and the symbol “NZ$” mean the lawful currency of New
Zealand.



     Note means (a) with respect to the Obligations of ACS, any promissory note
executed by ACS in favor of a Lender or Competitive Lender evidencing Loans
made by such Lender or Competitive Lender, as the case may be, and delivered
pursuant to Section 2.13 and substantially in the form of Exhibit J-1 and (b)
with respect to the Obligations of any Borrowing Subsidiary, any promissory
note executed by such Borrowing Subsidiary in favor of a Lender or Competitive
Lender evidencing Loans made by such Lender or Competitive Lender, as the case
may be, and delivered pursuant to Section 2.13 and substantially in the form of
Exhibit J-2.



     Notice of Competitive Bid Request means a notification made pursuant to
Section 2.6 in the form of Exhibit C-2.



     Obligations 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 Party,
or any Affiliate of any Lender Party by any Borrower 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, and including interest
and fees that accrue after the commencement by or against any Borrower or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Borrower as the debtor in such proceeding, regardless of whether such interest
and fees are allowed claims in such proceeding.



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     Organization Documents means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constituent documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.



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



     Other Taxes means all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.



     Outstanding Amount means (i) with respect to Committed Loans on any date,
the Dollar Equivalent amount of the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of
such Committed Loans occurring on such date; (ii) with respect to Competitive
Loans on any date, the Dollar Equivalent amount of the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments of such Competitive Loans occurring on such date; (iii) with
respect to Swing Line Loans on any date, the Dollar Equivalent amount of the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of such Swing Line Loans occurring on
such date; (iv) with respect to any L/C Obligations on any date, the Dollar
Equivalent amount of the aggregate outstanding amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes in the aggregate amount of the L/C Obligations as of
such date, including as a result of any reimbursements by ACS or any Requesting
Borrowers under Letters of Credit of Unreimbursed Amounts; and (v) with respect
to any Competitive Letter of Credit Obligations on any date, the Dollar
Equivalent amount of the aggregate outstanding amount of such Competitive
Letter of Credit Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount
of the Competitive Letter of Credit Obligations as of such date, including as a
result of any reimbursements by ACS or any Requesting Borrowers under
Competitive Letters of Credit of Competitive LC Unreimbursed Amounts.



     Overnight Rate means, for any day, (a) with respect to any amount
denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the applicable L/C
Issuer, or the applicable Swing Line Lender, as the case may be, in accordance
with banking industry rules on interbank compensation, and (b) with respect to
any amount denominated in an Available Foreign Currency, the rate of interest
per annum at which overnight deposits in the applicable Available Foreign
Currency, in an amount approximately equal to the amount with respect to which
such rate is being determined, would be offered for such day by a branch or
Affiliate of JPMorgan in the applicable offshore interbank market for such
currency to major banks in such interbank market.



     Participant has the meaning specified in Section 9.6(d).



     Participating Member State means each state so described in any EMU
Legislation.



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



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     Permitted Liens means, with respect to the Companies, Liens permitted
under Section 6.13 as described in such Section.



     Person means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.



     Primary Currency means Dollars and Euros.



     Primary Currency Commitment means, as to any Primary Currency Lender at
any time, its obligation to make Primary Currency Committed Loans to the
Borrowers in an aggregate Dollar Equivalent amount not to exceed at any one
time outstanding the amount set forth opposite such Primary Currency Lender’s
name in Part A of Schedule 2.1 under the heading “Primary Currency Commitment”
or in the Assignment and Assumption pursuant to which such Primary Currency
Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement. The initial aggregate
amount of the Primary Currency Commitments is $1,300,000,000.



     Primary Currency Committed Loan has the meaning specified in Section 2.1.



     Primary Currency Facility means the revolving credit facility as described
in and subject to the limitations set forth in Section 2.1 hereof.



     Primary Currency L/C Obligations means, as at any date of determination,
the aggregate amount available to be drawn under all outstanding Letters of
Credit issued under the Primary Currency Facility plus the aggregate of all
Unreimbursed Amounts with respect to such Letters of Credit, including all L/C
Borrowings under the Primary Currency Facility.



     Primary Currency Lender means, on any date of determination, any Person
that has a Primary Currency Commitment, or if such Primary Currency Commitment
has terminated, holds any part of the Primary Currency Total Outstandings.



     Primary Currency Total Outstandings means the aggregate Outstanding Amount
of all Primary Currency Loans and all Primary Currency L/C Obligations.



     Register has the meaning specified in Section 9.6(c).



     Regulation U means Regulation U of the FRB, as amended.



     Related Parties means, with respect to any Person, such Person’s
Affiliates and the partners, directors, officers, employees, agents and
advisors of such Person and of such Person’s Affiliates.



     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.



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     Request for Credit Extension means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b)
with respect to a Competitive Loan or a Competitive Letter of Credit, a
Competitive Bid Request, (c) with respect to an L/C Credit Extension, a Letter
of Credit Request, and (d) with respect to a Swing Line Loan, a Swing Line Loan
Notice.



     Requesting Borrower means, with respect to any Letter of Credit or
Competitive Letter of Credit, the Borrower requesting the issuance of such
Letter of Credit or Competitive Letter of Credit for its own account or the
account of its Subsidiaries.



     Required Lenders means, as of any date of determination, (a) with respect
to the Facilities as a whole, Lender Parties holding more than 50% of the sum
of the unutilized Aggregate Commitments, the Primary Currency Total
Outstandings, and the Multi-Currency Total Outstandings (with the aggregate
amount of each Lender Party’s risk participation and funded participation in
L/C Obligations and Swing Line Loans being deemed “held” by such Lender Party
for purposes of this definition), (b) with respect to the Primary Currency
Facility, Primary Currency Lenders holding more than 50% of the sum of the
unutilized Primary Currency Commitments and the Primary Currency Total
Outstandings (with the aggregate amount of each Primary Currency Lender’s risk
participation and funded participation in L/C Obligations with respect to such
Facility and Swing Line Loans being deemed “held” by such Primary Currency
Lender for purposes of this definition), (c) with respect to the Multi-Currency
Facility, Multi-Currency Lenders holding more than 50% of the sum of the
unutilized Multi-Currency Commitments and the Multi-Currency Total Outstandings
(with the aggregate amount of each Multi-Currency Lender’s risk participation
and funded participation in L/C Obligations with respect to such Facility being
deemed “held” by such Multi-Currency Lender for purposes of this definition),
and (d) for purposes of declaring the Loans to be due and payable pursuant to
Section 7.11, and for all purposes after the Loans become due and payable
pursuant to Section 7.11 or the Aggregate Commitments shall have expired or
terminated, Lender Parties holding more than 50% of the sum of the unutilized
Aggregate Commitments (if any on such date of determination) and the Total
Outstandings (including, without limitation, all Outstanding Amounts under
Competitive Loans and Competitive Letter of Credit Obligations) (with the
aggregate amount of each Lender Party’s risk participation and funded
participation in L/C Obligations and Swing Line Loans being deemed “held” by
such Lender Party for purposes of this definition); provided that the
Commitment of, and the portion of the Total Outstandings, Primary Currency
Total Outstandings, or Multi-Currency Total Outstandings, as applicable, held
or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders; provided further that all
Outstanding Amounts under Competitive Loans and Competitive Letter of Credit
Obligations shall be excluded from any determination of Required Lenders for
all purposes other than those set forth in clause (d) above. If the term
“Required Lenders” is used herein without a reference to a specific Facility,
it shall mean the Required Lenders described in clause (a) or (d) above, as
applicable.



     Responsible Officer means, for each Borrower, any director, the chairman,
chief executive officer, president, chief financial officer, executive vice
president, treasurer or assistant treasurer of such Borrower or ACS, or for all
purposes under the Loan Documents, any other officer designated from time to
time by the Board of Directors of such Borrower or ACS or any other natural
person who has been validly appointed by such Borrower as its attorney-in-fact
under applicable Law, which designated officer or attorney-in-fact is
reasonably acceptable to the Administrative Agent. Any document delivered
hereunder that is signed by a Responsible Officer of a Borrower shall be
conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Borrower, and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
such Borrower.



     Revaluation Date means, on any date of determination, (a) so long as no
Default exists or the Dollar Equivalent of the Total Outstandings do not equal
or exceed 90% of the Aggregate Commitments



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then in effect, the last Business Day of the calendar quarter most
recently ended; or (b) if a Default exists or at any time that the Total
Outstandings equal or exceed 90% of the Aggregate Commitments then in effect,
any date as the Administrative Agent or Required Lenders shall require.



     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).



     S&P means Standard & Poor’s Rating Group (a division of McGraw-Hill,
Inc.).



     Same Day Funds means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to disbursements and
payments in an Available Foreign Currency, same day or other funds as may be
determined by the Administrative Agent or the L/C Issuers, as the case may be,
to be customary in the place of disbursement or payment for the settlement of
international banking transactions in the relevant Available Foreign Currency.



     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
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.



     Sterling and “£” mean the lawful currency of the United Kingdom.



     Subsidiary of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or
both, by such Person. Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries
of ACS.



     Substantial 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 15% 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 7.5% of the book value of all assets of all of the Companies.



     Swing Line means the revolving credit facility made available by the Swing
Line Lenders pursuant to Section 2.5.



     Swing Line Borrowing means a borrowing of a Swing Line Loan pursuant to
Section 2.5.



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     Swing Line Lender means either JPMorgan or Wells Fargo, in their
respective capacity as provider of Swing Line Loans, or any successor swing
line lender or lenders hereunder.



     Swing Line Loan has the meaning specified in Section 2.5(a).



     Swing Line Loan Notice means a notice of a Swing Line Borrowing pursuant
to Section 2.5(b), which, if in writing, shall be substantially in the form of
Exhibit B.



     Swing Line Sublimit means, on any date, an amount equal to the lesser of
(a) $150,000,000 and (b) the aggregate amount of the Primary Currency
Commitments. The Swing Line Sublimit is part of, and not in addition to, the
aggregate Primary Currency Commitments.



     Syndication Agent means Wells Fargo Bank, National Association, and its
permitted successors or assigns as “Syndication Agent” under the Loan
Documents.



     TARGET Day means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) payment system (or, if such payment
system ceases to be operative, such other payment system (if any) determined by
the Administrative Agent to be a suitable replacement) is open for the
settlement of payments in Euro.



     Taxes means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.



     Total Outstandings means the aggregate Outstanding Amount of all Committed
Loans, all Competitive Loans, all Swing Line Loans, all L/C Obligations, and
all Competitive Letter of Credit Obligations.



     Type means (a) with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurocurrency Rate Committed Loan, and (b) with respect to a
Competitive Loan, its character as a Fixed Rate Loan or a Eurocurrency Rate
Competitive Loan.



     United States and U.S. mean the United States of America.



     Unreimbursed Amount has the meaning specified in Section 2.4(c)(ii).



     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, National Association.



     Yen and the symbol “¥” mean the lawful currency of Japan.



1.2 Other Interpretive Provisions.





     (a) With reference to this Agreement and each other Loan Document,
unless otherwise specified herein or in such other Loan Document:



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     (b) The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine
and neuter forms. The words “include,” “includes” and “including” shall
be deemed to be followed by the phrase “without limitation.” The word
“will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise, (i) any definition of or
reference to any agreement, instrument or other document (including any
Organization Document) shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented
or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (iii) the words “herein,”
“hereof” and “hereunder,” and words of similar import when used in any
Loan Document, shall be construed to refer to such Loan Document in its
entirety and not to any particular provision thereof, (iv) all references
in a Loan Document to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and
Schedules to, the Loan Document in which such references appear, (v) any
reference to any law shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such law
and any reference to any law or regulation shall, unless otherwise
specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to
any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.




     (c) In the computation of periods of time from a specified date to a
later specified date, the word “from” means “from and including;” the
words “to” and “until” each mean “to but excluding;” and the word
“through” means “to and including.”




     (d) Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.



1.3 Accounting Terms.





     (a) Generally. All accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial
data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP and applied in a manner consistent with that used
in preparing the Current Financials, except as otherwise specifically
prescribed herein.




     (b) Changes in GAAP. If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any
Loan Document, and either Borrowers or the Required Lenders shall so
request, the Administrative Agent, the Required Lenders and Borrowers
shall negotiate in good faith to amend such ratio or requirement to
preserve the original intent thereof in light of such change in GAAP
(subject to the approval of the Required Lenders, which approval shall
not be unreasonably withheld); provided that, until so amended, (i) such
ratio or requirement shall continue to be computed in accordance with
GAAP prior to such change therein and (ii) Borrowers shall provide to the
Administrative Agent and the Lender Parties Financial Statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change
in GAAP.



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1.4 Exchange Rates; Currency Equivalents.





     (a) The Administrative Agent shall determine the Exchange Rates to
be used for calculating Dollar Equivalent amounts of Credit Extensions
and Outstanding Amounts denominated in Foreign Currencies. Such Exchange
Rates shall become effective as of the applicable Exchange Determination
Date. Except as otherwise provided herein, the applicable amount of any
currency (other than Dollars) for purposes of the Loan Documents shall be
such Dollar Equivalent amount.




     (b) Wherever in this Agreement in connection with a Committed
Borrowing, Competitive Loan, conversion, continuation or prepayment of a
Eurocurrency Rate Loan or the issuance, amendment or extension of a
Letter of Credit or a Competitive Letter of Credit, an amount (such as a
required minimum or multiple amount) is expressed in Dollars, but such
Committed Borrowing, Competitive Loan, Eurocurrency Rate Loan, Letter of
Credit or Competitive Letter of Credit is denominated in a Foreign
Currency, such amount shall be the relevant Foreign Currency Equivalent
of such Dollar amount (rounded to the nearest unit of such Foreign
Currency, with 0.5 of a unit being rounded upward), as determined by the
Administrative Agent on the applicable Exchange Determination Date under
and in accordance with the provisions of this Agreement.



1.5 Additional Available Foreign Currencies.





     (a) ACS or any other Borrower (with the consent of ACS) may from
time to time request that Eurocurrency Rate Committed Loans under the
Multi-Currency Facility be made and/or Letters of Credit be issued in a
currency other than those specifically listed in the definition of
“Available Foreign Currency;” provided that (i) quotes for loans in such
currency are available in the London interbank deposit market; (ii) such
currency is freely transferable and convertible into Dollars in the
London foreign exchange market, (iii) no Governmental Authority in the
country of issue of such currency is required to permit use of such
currency by any applicable Multi-Currency Lender or L/C Issuer for making
loans or issuing letters of credit, or honoring drafts presented under
letters of credit in such currency, and (iv) there is no restriction or
prohibition under any applicable Law against the use of such currency for
such purposes. In the case of any such request with respect to the
making of Eurocurrency Rate Committed Loans, such request shall be
subject to the approval of the Administrative Agent and the
Multi-Currency Lenders, and, in the case of any such request with respect
to the issuance of Letters of Credit, such request shall be subject to
the approval of the Administrative Agent, the Multi-Currency Lenders, and
the applicable L/C Issuer.




     (b) Any such request in respect of a Foreign Currency other than an
Available Foreign Currency shall be made to the Administrative Agent not
later than 11:00 a.m., 10 Business Days prior to the date of the desired
Credit Extension (or such other time or date as may be agreed by the
Administrative Agent and, in the case of any such request pertaining to
Letters of Credit, the applicable L/C Issuer, in its or their sole
discretion). In the case of any such request pertaining to Eurocurrency
Rate Committed Loans, the Administrative Agent shall promptly notify each
Multi-Currency Lender thereof; and in the case of any such request
pertaining to Letters of Credit, the Administrative Agent shall promptly
notify the L/C Issuers thereof. Each Multi-Currency Lender (in the case
of any such request pertaining to Eurocurrency Rate Committed Loans) or
the L/C Issuers (in the case of a request pertaining to Letters of
Credit) shall notify the Administrative Agent, not later than 11:00 a.m.,
five Business Days after receipt of such request whether it consents, in
its sole discretion, to the making of Eurocurrency Rate Committed Loans
or the issuance of Letters of Credit, as the case may be, in such
requested currency.



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     (c) Any failure by a Multi-Currency Lender or an L/C Issuer, as the
case may be, to respond to such request within the time period specified
in the preceding clause (b) shall be deemed to be a refusal by such
Multi-Currency Lender or the applicable L/C Issuer, as the case may be,
to permit Eurocurrency Rate Committed Loans to be made or Letters of
Credit to be issued in such requested Foreign Currency (other than an
Available Foreign Currency). If the Administrative Agent and all the
Multi-Currency Lenders consent to making Eurocurrency Rate Committed
Loans in such requested currency, the Administrative Agent shall so
notify Borrowers and such currency shall thereupon be deemed for all
purposes to be an Available Foreign Currency hereunder for purposes of
any Eurocurrency Rate Committed Loans and for purposes of issuing Letters
of Credit up to the amount of the Multi-Currency Commitment; and if the
Administrative Agent and an L/C Issuer consent to the issuance of Letters
of Credit in such requested currency, the Administrative Agent shall so
notify Borrowers and such currency shall thereupon be deemed to be an
Available Foreign Currency hereunder for purposes of any Letter of Credit
issuances by such L/C Issuer. If the Administrative Agent shall fail to
obtain consent to any request for an additional currency under this
Section 1.5, the Administrative Agent shall promptly so notify Borrowers.



1.6 Change of Currency.





     (a) Each obligation of the Borrowers to make a payment denominated
in the national currency unit of any member state of the European Union
that adopts the Euro as its lawful currency after the date hereof shall
be redenominated into Euro at the time of such adoption (in accordance
with the EMU Legislation). If, in relation to the currency of any such
member state, the basis of accrual of interest expressed in this
Agreement in respect of that currency shall be inconsistent with any
convention or practice in the London interbank market for the basis of
accrual of interest in respect of the Euro, such expressed basis shall be
replaced by such convention or practice with effect from the date on
which such member state adopts the Euro as its lawful currency; provided
that if any Committed Borrowing in the currency of such member state is
outstanding immediately prior to such date, such replacement shall take
effect, with respect to such Committed Borrowing, at the end of the then
current Interest Period.




     (b) Each provision of this Agreement shall be subject to such
reasonable changes of construction as the Administrative Agent may from
time to time specify to be appropriate to reflect the adoption of the
Euro by any member state of the European Union and any relevant market
conventions or practices relating to the Euro.




     (c) Each provision of this Agreement also shall be subject to such
reasonable changes of construction as the Administrative Agent may from
time to time specify to be appropriate to reflect a change in currency of
any other country and any relevant market conventions or practices
relating to the change in currency.



1.7 Times of Day. Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as
applicable).



1.8 Letter of Credit Amounts. Unless otherwise specified herein, the
amount of a Letter of Credit or Competitive Letter of Credit at any time shall
be deemed to be the Dollar Equivalent of the stated amount of such Letter of
Credit or Competitive Letter of Credit, as the case may be, as determined in
accordance with Section 1.4.



SECTION 2 THE COMMITMENTS AND CREDIT EXTENSIONS




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2.1 Primary Currency Committed Loans. Subject to the terms and conditions
set forth herein, each Primary Currency Lender severally agrees to make loans
(each such loan, a “Primary Currency Committed Loan”) to any Borrower in
Dollars or in Euros from time to time, on any Business Day during the
Availability Period, in an aggregate amount for all Borrowers not to exceed at
any time outstanding the amount of such Primary Currency Lender’s Primary
Currency Commitment; provided, however, that after giving effect to any Primary
Currency Committed Borrowing, (i) the Primary Currency Total Outstandings shall
not exceed the Primary Currency Commitments for all Primary Currency Lenders,
(ii) the aggregate Outstanding Amount of the Primary Currency Committed Loans
of any Primary Currency Lender, plus such Primary Currency Lender’s Applicable
Percentage of the Outstanding Amount of all Primary Currency L/C Obligations,
plus such Primary Currency Lender’s Applicable Percentage of the Outstanding
Amount of all Swing Line Loans shall not exceed such Primary Currency Lender’s
Primary Currency Commitment, and (iii) the Total Outstandings shall not exceed
the Aggregate Commitments. Within the limits of each Primary Currency Lender’s
Primary Currency Commitment, and subject to the other terms and conditions
hereof, the Borrowers may borrow under this Section 2.1, prepay under Section
2.7, and reborrow under this Section 2.1. Primary Currency Committed Loans may
be Base Rate Loans (denominated in Dollars only) or Eurocurrency Rate Committed
Loans, as further provided herein.



2.2 Multi-Currency Committed Loans. Subject to the terms and conditions
set forth herein, each Multi-Currency Lender severally agrees to make loans
(each such loan, a “Multi-Currency Committed Loan”) to any Borrower in Dollars
or in Available Foreign Currency from time to time, on any Business Day during
the Availability Period, in an aggregate amount not to exceed for all Borrowers
at any time outstanding the amount of such Multi-Currency Lender’s
Multi-Currency Commitment; provided, however, that after giving effect to any
Multi-Currency Committed Borrowing, (i) the Multi-Currency Total Outstandings
shall not exceed the Multi-Currency Commitments for all Multi-Currency Lenders,
(ii) the aggregate Outstanding Amount of the Multi-Currency Committed Loans of
any Multi-Currency Lender, plus such Multi-Currency Lender’s Applicable
Percentage of the Outstanding Amount of all Multi-Currency L/C Obligations
shall not exceed such Multi-Currency Lender’s Multi-Currency Commitment, and
(iii) the Total Outstandings shall not exceed the Aggregate Commitments.
Within the limits of each Multi-Currency Lender’s Multi-Currency Commitment,
and subject to the other terms and conditions hereof, the Borrowers may borrow
under this Section 2.2, prepay under Section 2.7, and reborrow under this
Section 2.2. Multi-Currency Committed Loans shall be Eurocurrency Rate
Committed Loans, as further provided herein.



2.3 Borrowings, Conversions and Continuations of Committed Loans.





     (a) Notice. Each Committed Borrowing, each conversion of Committed
Loans from one Type to the other, and each continuation of Eurocurrency
Rate Committed Loans shall be made upon the applicable Borrower’s
irrevocable notice to the Administrative Agent, which may be given by
telephone. Each telephonic notice by a Borrower pursuant to this Section
2.3(a) must be confirmed promptly by delivery to the Administrative Agent
of a written Committed Loan Notice, appropriately completed and signed by
a Responsible Officer of the requesting Borrower.




     (b) Notice Requirements. Each Committed Loan Notice (whether
telephonic or written) shall specify (i) which Borrower or Borrowers is
making such request; (ii) the Facility under which such request is being
made, (iii) whether the Borrower or Borrowers is requesting a Committed
Borrowing, a conversion of Committed Loans from one Type to the other, or
a
continuation of Eurocurrency Rate Committed Loans, (iv) the

requested date of the Borrowing, conversion or continuation, as the case
may be (which shall be a Business Day), (v) the principal amount of
Committed Loans to be borrowed, converted or continued, (vi) the Type of
Committed



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Loans to be borrowed or to which existing Committed Loans are
to be converted, (vii) if applicable, the duration of the Interest Period
with respect thereto, (viii) the currency of the Committed Loans to be
borrowed, which shall be Primary Currency for the Primary Currency
Facility and Dollars or Available Foreign Currency for the Multi-Currency
Facility, and (ix) must be signed by a Responsible Officer of the
requesting Borrower.




     (c) Timing of Notice. Each such notice must be received by the
Administrative Agent not later than the times specified below for the
applicable Type of Loan and currency of such Loan, as indicated:




     (i) Loans Denominated in Dollars.




     (A) Eurocurrency Rate Committed Loans. For any
Borrowing of, conversion to or continuation of, Eurocurrency
Rate Committed Loans denominated in Dollars or of any
conversion of Eurocurrency Rate Committed Loans denominated
in Dollars to Base Rate Committed Loans, 1:00 p.m. three
Business Days prior to the requested date of any such
Borrowing, conversion or continuation; provided that a
Eurocurrency Rate Committed Loan may be continued or
converted only on the last day of an Interest Period for such
Eurocurrency Rate Committed Loan.




     (B) Base Rate Committed Loans. For any Borrowing of
Base Rate Committed Loans, 1:00 p.m. one Business Day prior
to such Borrowing.




     (ii) Loans Denominated in Available Foreign Currency. For any
Borrowing or continuation of Eurocurrency Rate Committed Loans
denominated in Available Foreign Currencies, 12:00 p.m. London,
England time, three Business Days prior to the requested date of
any such Borrowing or continuation.




     (d) Minimum Amounts.




     (i) Eurocurrency Rate Committed Loans. Each Borrowing of,
conversion to or continuation of, Eurocurrency Rate Committed Loans
shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof.




     (ii) Base Rate Loans. Except as provided in Sections
2.4(c)(ii) and 2.5(c), each Committed Borrowing of, or conversion
to, Base Rate Committed Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $100,000 in excess thereof.




     (e) General Provisions. If the applicable Borrower or Borrowers
fail to specify a currency in a Committed Loan Notice requesting a
Borrowing, then the Committed Loans so requested shall be made in
Dollars. If the applicable Borrower or Borrowers fail to specify the
Facility, and the requested Committed Loan is in any Primary Currency,
then the Committed Loan so requested shall be made under the Primary
Currency Facility. If the applicable Borrower or Borrowers fail to
specify a Type of Committed Loan in a Committed Loan Notice or if the
applicable Borrower or Borrowers fail to give a timely notice requesting
a conversion or continuation, then the applicable Committed Loans shall
be made as, or converted to, Base Rate Loans; provided, however, that in
the case of a failure to timely request a continuation of
Committed Loans denominated in an Available Foreign Currency, such
Loans shall be continued as Eurocurrency Rate Committed Loans in their
original currency with an Interest Period of one month. Any automatic
conversion to Base Rate Loans shall be effective as of the last day of
the



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Interest Period then in effect with respect to the applicable
Eurocurrency Rate Committed Loans. If the applicable Borrower or
Borrowers request a Borrowing of, conversion to, or continuation of,
Eurocurrency Rate Committed Loans in any such Committed Loan Notice, but
fail to specify an Interest Period, it will be deemed to have specified
an Interest Period of one month. No Committed Loan may be converted into
or continued as a Committed Loan denominated in a different currency, but
instead must be prepaid in the original currency of such Committed Loan
and reborrowed in the other currency.




     (f) Funding of Committed Loans by Lenders to the Administrative
Agent. Following receipt of a Committed Loan Notice, the Administrative
Agent shall promptly notify each Primary Currency Lender or
Multi-Currency Lender, as applicable, of the amount (and currency) of its
Applicable Percentage under the relevant Facility of the applicable
Committed Loans, and if no timely notice of a conversion or continuation
is provided by the applicable Borrower, the Administrative Agent shall
notify each Lender of the details of any automatic conversion to Base
Rate Loans or continuation of Committed Loans denominated in a currency
other than Dollars, in each case as described in this Section 2.3(f). In
the case of a Committed Borrowing, each Primary Currency Lender or
Multi-Currency Lender, as applicable, shall make the amount of its
Committed Loan available to the Administrative Agent in Same Day Funds at
the Administrative Agent’s Office for the applicable currency not later
than 2:00 p.m., in the case of any Committed Loan denominated in Dollars,
and not later than the Applicable Time specified by the Administrative
Agent in the case of any Committed Loan in an Available Foreign Currency,
in each case on the Business Day specified in the applicable Committed
Loan Notice.




     (g) Funding of Committed Loans to Borrowers. Upon satisfaction of
the applicable conditions set forth in Section 4.2 (and, if such
Borrowing is the initial Credit Extension, Section 4.1), the
Administrative Agent shall make all funds received from the Lenders
pursuant to clause (f) preceding, available to ACS or the applicable
Borrowing Subsidiary in like funds as received by the Administrative
Agent either by (i) crediting the account of such Borrower on the books
of JPMorgan with the amount of such funds or (ii) wire transfer of such
funds, in each case in accordance with instructions provided to (and
reasonably acceptable to) the Administrative Agent by ACS or the
applicable Borrowing Subsidiary (as the case may be); provided, however,
that if, on the date the Committed Loan Notice with respect to such
Borrowing denominated in Dollars is given by ACS or any Borrowing
Subsidiary, there are L/C Borrowings outstanding under the applicable
Facility under which such Borrowing is being made and for which such
Borrower is liable, then the proceeds of such Borrowing, first, shall be
applied to the payment in full of any such L/C Borrowings, and, second,
shall be made available to the applicable Borrower as provided above.




     (h) Availability of Eurocurrency Rate Committed Loans after a
Default. During the existence of a Default, no Loans may be requested
as, converted to, or continued as, Eurocurrency Rate Committed Loans
(whether in Dollars or any Available Foreign Currency) without the
consent of the Required Lenders.




     (i) Rate/ Exchange Rate Notification. The Administrative Agent
shall promptly notify ACS, the applicable Borrowing Subsidiary, and the
Primary Currency Lenders or Multi-Currency Lenders, as applicable, of the
interest rate applicable to any Interest Period for Eurocurrency Rate
Committed Loans upon determination of such interest rate and of the
Exchange Rate, if any,
applicable to any Committed Borrowing or any continuation or
conversion thereof. At any time that Base Rate Loans are outstanding,
the Administrative Agent shall notify Borrowers and the



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Lenders of any
change in JPMorgan’s prime rate used in determining the Base Rate
promptly following the public announcement of such change.




     (j) Number of Interest Periods. After giving effect to all
Committed Borrowings, all conversions of Committed Loans from one Type to
the other, and all continuations of Committed Loans as the same Type,
there shall not be in effect with respect to Committed Loans under both
Facilities to all Borrowers more than an aggregate of twenty Interest
Periods.



2.4 Letters of Credit.





     (a) The Letter of Credit Commitments.




     (i) Primary Currency Facility. Subject to the terms and
conditions set forth in Sections 2.4 and 4.2 (and if such Letter of
Credit issuance is the initial Credit Extension, Section 4.1), each
L/C Issuer under the Primary Currency Facility agrees, in reliance
upon the agreements of the Primary Currency Lenders set forth in
this Section 2.4, (1) from time to time on any Business Day during
the period from the Closing Date until the Maturity Date, to issue
Letters of Credit under the Primary Currency Facility denominated
in Dollars or Euros or, if consented to by such L/C Issuer, in one
or more Available Foreign Currencies (other than Euros) for the
account of ACS, any Borrowing Subsidiary, or their Subsidiaries,
and to amend or extend Letters of Credit previously issued by it,
in accordance with this Section 2.4, and (2) to honor drawings
under the Letters of Credit issued by such L/C Issuer.




     (ii) Multi-Currency Facility. Subject to the terms and
conditions set forth in Sections 2.4 and 4.2 (and if such Letter of
Credit issuance is the initial Credit Extension, Section 4.1), each
L/C Issuer under the Multi-Currency Facility agrees, in reliance
upon the agreements of the Multi-Currency Lenders set forth in this
Section 2.4, (1) from time to time on any Business Day during the
period from the Closing Date until the Maturity Date, to issue
Letters of Credit under the Multi-Currency Facility denominated in
Dollars or in one or more Available Foreign Currencies for the
account of ACS, any Borrowing Subsidiary, or their Subsidiaries,
and to amend or extend Letters of Credit previously issued by it,
in accordance with this Section 2.4, and (2) to honor drawings
under the Letters of Credit issued by such L/C Issuer.




     (iii) Commitment Limitations. No Letter of Credit shall be
issued hereunder unless after giving effect to any L/C Credit
Extension with respect to any Letter of Credit:




     (A) the Total Outstandings shall not exceed the
Aggregate Commitments;




     (B) for any L/C Credit Extension under the Primary
Currency Facility, (y) the Primary Currency Total
Outstandings shall not exceed the Primary Currency
Commitments for all Primary Currency Lenders, and (z) the
aggregate Outstanding Amount of the Primary Currency
Committed Loans of any Primary Currency Lender, plus such
Primary Currency Lender’s Applicable Percentage of the
Outstanding Amount of all Primary Currency L/C Obligations,
plus such Primary Currency Lender’s Applicable Percentage of
the Outstanding
Amount of all Swing Line Loans shall not exceed such Primary
Currency Lender’s Primary Currency Commitment; and



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     (C) for any L/C Credit Extension under the
Multi-Currency Facility, (y) the Multi-Currency Total
Outstandings shall not exceed the Multi-Currency Commitments
for all Multi-Currency Lenders, and (z) the Outstanding
Amount of the Multi-Currency Committed Loans of any
Multi-Currency Lender, plus such Multi-Currency Lender’s
Applicable Percentage of the Outstanding Amount of all
Multi-Currency L/C Obligations shall not exceed such
Multi-Currency Lender’s Multi-Currency Commitment.




     (iv) Revolving Letter of Credit Commitments. Within the
foregoing limits, and subject to the terms and conditions hereof,
the ability to obtain Letters of Credit under this Section 2.4
shall be fully revolving, and accordingly ACS or any Borrowing
Subsidiary may, during the period from the Closing Date to the
Maturity Date, obtain Letters of Credit to replace Letters of
Credit that have expired or that have been drawn upon and
reimbursed.




     (v) Existing Letters of Credit. All Existing Letters of
Credit shall be deemed to have been issued pursuant hereto and
under the Primary Currency Facility, and from and after the Closing
Date shall be subject to and governed by the terms and conditions
hereof.




     (vi) Expiration Dates. Each requested Letter of Credit shall
expire no later than one year from the date of issuance; provided
that, (i) any Letter of Credit may provide for automatic renewals
for successive twelve month periods unless the applicable L/C
Issuer has given sixty (60) days (or such other notice as the
applicable Requesting Borrower, the applicable L/C Issuer, and the
applicable beneficiary may agree), prior written notice to the
applicable beneficiary of its election not to extend such Letter of
Credit, and (ii) all Letter of Credit Obligations outstanding on
the Maturity Date shall be Cash Collateralized pursuant to Section
2.4(j).




     (vii) Amendments. No L/C Issuer shall be under any obligation
to amend any Letter of Credit if (A) such L/C Issuer would have no
obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of such
Letter of Credit does not accept the proposed amendment to such
Letter of Credit.




     (b) Procedures for Issuance and Amendment of Letters of Credit.




     (i) Letter of Credit Request.




     (A) Letters of Credit. Each Letter of Credit shall be
issued or amended, as the case may be, upon the request of
any Borrower delivered to the applicable L/C Issuer (with a
copy to the Administrative Agent). Such request for the
issuance or amendment, as the case may be, of a Letter of
Credit (“Letter of Credit Request”) must be received by the
applicable L/C Issuer and the Administrative Agent (A) not
later than 11:00 a.m. at least three Business Days prior to
the proposed issuance date or date of amendment, as the case
may be, of any Letter of Credit denominated in Dollars, and
(B) not later than 12:00 p.m. London, England time at least
three Business Days prior to the proposed issuance date or
date of amendment, as the case may be, of any Letter of
Credit
denominated in an Available Foreign Currency; or in each
case such later date and time as the Requesting Borrower, the
Administrative Agent, and such L/C Issuer may agree in a
particular instance. In the case of a request for an initial



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issuance of a Letter of Credit, such Letter of Credit Request
shall specify in form and detail reasonably satisfactory to
the applicable L/C Issuer: (1) the proposed issuance date of
the requested Letter of Credit (which shall be a Business
Day); (2) the amount and currency thereof; (3) the expiry
date thereof; (4) the name and address of the beneficiary
thereof; (5) the documents to be presented by such
beneficiary in case of any drawing thereunder; (6) the full
text of any certificate to be presented by such beneficiary
in case of any drawing thereunder; (7) the Facility under
which such Letter of Credit is to be issued; (8) the name of
the account party on whose behalf such Letter of Credit will
be issued (which must be the Requesting Borrower or a
Subsidiary thereof); and (9) such other matters as such L/C
Issuer may reasonably require. If requested by the
applicable L/C Issuer, the Requesting Borrower also shall
submit a letter of credit application on the applicable L/C
Issuer’s standard form in connection with any Letter of
Credit Request. If the Requesting Borrower fails to specify
the Facility under which such Letter of Credit is to be
issued, the Letter of Credit shall be issued under the
Primary Currency Facility.




     (B) Letter of Credit Amendments. In the case of a
request for an amendment of any outstanding Letter of Credit,
such Letter of Credit Request shall specify in form and
detail reasonably satisfactory to the applicable L/C Issuer
(A) the Letter of Credit to be amended; (B) the proposed date
of amendment thereof (which shall be a Business Day); (C) the
nature of the proposed amendment; and (D) such other matters
as such L/C Issuer may reasonably require.




     (ii) Further Assurances. The Requesting Borrower shall
furnish to the applicable L/C Issuer and the Administrative Agent
such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer
Documents, as such L/C Issuer or the Administrative Agent may
reasonably require. Each request by a Requesting Borrower for the
issuance or amendment of a Letter of Credit shall be deemed to be a
representation by such Requesting Borrower that the L/C Credit
Extension so requested complies with the applicable conditions set
forth in Section 2.4(a)(iii).




     (iii) Issuance of Letters of Credit or Amendments. Promptly
after receipt of the Letter of Credit Request, the applicable L/C
Issuer will confirm with the Administrative Agent (by telephone or
in writing) that the Administrative Agent has received a copy of
such Letter of Credit Request and, if not, such L/C Issuer will
provide the Administrative Agent with a copy thereof. Unless the
applicable L/C Issuer has received written notice from any Lender
under the applicable Facility, the Administrative Agent or any
Borrower, at least one Business Day prior to the requested date of
issuance or amendment of the applicable Letter of Credit, that one
or more applicable conditions contained in Section 4 shall not then
be satisfied, then, subject to the terms and conditions hereof,
such L/C Issuer shall, on the requested date, issue a Letter of
Credit for the account of the Requesting Borrower (or any
designated Subsidiary of the Requesting Borrower) or enter into the
applicable amendment, as the case may be, in each case in
accordance with such L/C Issuer’s usual and customary business
practices.




     (iv) Copies of Issued Letters of Credit. Promptly after its
delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect



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thereto or to the
beneficiary thereof, the applicable L/C Issuer will also deliver to
the Requesting Borrower and the Administrative Agent a true and
complete copy of such Letter of Credit or amendment.




     (v) Review of Issued Letters of Credit by Requesting Borrower.
The applicable Requesting Borrower shall promptly examine a copy
of each Letter of Credit and each amendment thereto that is
delivered to it and, in the event of any claim of noncompliance
with such Requesting Borrower’s instructions or other irregularity,
such Requesting Borrower will immediately notify the applicable L/C
Issuer. ACS and the applicable Borrowing Subsidiary shall be
conclusively deemed to have waived any such claim against the
applicable L/C Issuer and its correspondents unless such notice is
given as aforesaid.




     (vi) Special Limitations to Issuance. No L/C Issuer shall be
under any obligation to issue any Letter of Credit if:




     (A) any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin
or restrain such L/C Issuer from issuing such Letter of
Credit, or any Law applicable to such L/C Issuer or any
request or directive (whether or not having the force of law)
from any Governmental Authority with jurisdiction over such
L/C Issuer shall prohibit, or request that such L/C Issuer
refrain from, the issuance of letters of credit generally or
such Letter of Credit in particular or shall impose upon such
L/C Issuer with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which such
L/C Issuer is not otherwise compensated hereunder) not in
effect on the Closing Date, or shall impose upon such L/C
Issuer any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which such L/C Issuer in
good faith deems material to it;




     (B) the issuance of such Letter of Credit would violate
one or more policies of such L/C Issuer;




     (C) such Letter of Credit is being requested under the
Primary Currency Facility and such Letter of Credit is to be
denominated in a currency other than Dollars or Euros, unless
otherwise agreed by the Administrative Agent and such L/C
Issuer; or




     (D) a default of any Lender’s obligations to fund under
Section 2.4(c) or (e) exists or any Lender is at such time a
Defaulting Lender hereunder, unless such L/C Issuer has
entered into satisfactory arrangements with Borrowers
(including, without limitation, Cash Collateralizing such
Lender’s Applicable Percentage of such Letter of Credit) or
such Lender to eliminate such L/C Issuer’s risk with respect
to such Lender.




     (c) Drawings and Reimbursements.




     (i) Reimbursement for Drawings by Borrowers. Upon receipt
from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the applicable L/C Issuer
shall notify the Requesting Borrower and the Administrative
Agent thereof. The Requesting Borrower shall reimburse the
applicable L/C Issuer (A) in Dollars for all drawings under Letters
of Credit denominated in Dollars, (B) in the Dollar



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Equivalent
amount for all drawings under Letters of Credit denominated in
Available Foreign Currency (other than Euros) issued under the
Primary Currency Facility, (C) in Euros for all drawings under
Letters of Credit denominated in Euros, and (D) in the applicable
Available Foreign Currency for all drawings under Letters of Credit
denominated in Available Foreign Currency issued under the
Multi-Currency Facility. In the case of a drawing under a Letter
of Credit issued under the Primary Currency Facility, denominated
in an Available Foreign Currency (other than Euros), the applicable
L/C Issuer shall notify the Requesting Borrower of the Dollar
Equivalent of the amount of the drawing promptly following the
determination thereof. Not later than 11:00 a.m. on the date of
any payment by the applicable L/C Issuer under a Letter of Credit
to be reimbursed (each such date, an “Honor Date”), the Requesting
Borrower shall reimburse such L/C Issuer directly in an amount
equal to the amount of such drawing and in the applicable currency
as set forth above.




     (ii) Automatic Borrowings to Fund Unreimbursed Amount. If ACS
or the applicable Borrowing Subsidiary fails to so reimburse the
applicable L/C Issuer by such time, such L/C Issuer shall promptly
notify the Administrative Agent, and the Administrative Agent shall
promptly notify each Primary Currency Lender or Multi-Currency
Lender, as the case may be, of the Honor Date, the amount of the
unreimbursed drawing (expressed in Dollars in the case of Letters
of Credit denominated in Dollars, expressed in Euros, in the case
of Letters of Credit denominated in Euros, or expressed in the
Dollar Equivalent thereof in the case of Letters of Credit
denominated in an Available Foreign Currency other than Letters of
Credit issued in an Available Foreign Currency under the
Multi-Currency Facility, in which case the amount of the drawing
shall be expressed in the applicable Foreign Currency) (the
“Unreimbursed Amount”), and the amount of such Lender’s Applicable
Percentage thereof. In such event, the applicable Requesting
Borrower shall be deemed to have requested (A) for drawings under
Letters of Credit to be reimbursed in Dollars, a Base Rate
Committed Loan and (B) for drawings under Letters of Credit to be
reimbursed in an Available Foreign Currency, a Eurocurrency Rate
Committed Loan under the applicable Facility to be disbursed on the
Honor Date in an amount equal to the Unreimbursed Amount, without
regard to the minimum and multiples specified in Section 2.3 for
the principal amount of Base Rate Loans or Eurocurrency Rate
Committed Loans, as the case may be, but subject to the amount of
the unutilized portion of the Primary Currency Commitments or
Multi-Currency Commitments, as the case may be, and the conditions
set forth in Section 4.2 (other than the delivery of a Committed
Loan Notice). Any notice given by an L/C Issuer or the
Administrative Agent pursuant to this Section 2.4(c)(ii) may be
given by telephone if immediately confirmed in writing; provided
that the lack of such an immediate confirmation shall not affect
the conclusiveness or binding effect of such notice.




     (iii) Funding of Automatic Borrowings by Lenders. Each
Primary Currency Lender or Multi-Currency Lender, as the case may
be, shall upon any notice pursuant to Section 2.4(c)(ii) make funds
available to the Administrative Agent for the account of the
applicable L/C Issuer, in the applicable currency, at the
Administrative Agent’s Office for the applicable currency in an
amount equal to its Applicable Percentage of the Unreimbursed
Amount not later than 1:00 p.m. on the Business Day specified in
such notice by the Administrative Agent, whereupon each Primary
Currency Lender or Multi-Currency Lender, as the case may be, that
so makes funds available shall be deemed to
have made a Base Rate Committed Loan or Eurocurrency Rate
Committed Loan, as the case may be, to the applicable Requesting
Borrower in such amount. The Administrative



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Agent shall remit the
funds so received to the applicable L/C Issuer in the applicable
currency.




     (d) Lender Participations.




     (i) Purchase of Participations by Lenders. Immediately upon
the issuance of each Letter of Credit, each Primary Currency Lender
or Multi-Currency Lender, as the case may be, shall be deemed to,
and hereby irrevocably and unconditionally agrees to, purchase from
the applicable L/C Issuer a risk participation in such Letter of
Credit issued under the applicable Facility in an amount equal to
the product of such Primary Currency Lender’s Applicable Percentage
of the Primary Currency Facility or such Multi-Currency Lender’s
Applicable Percentage of the Multi-Currency Facility, as the case
may be, times the amount of such Letter of Credit.




     (ii) Benefits and Immunities of L/C Issuers. Each L/C Issuer
shall act on behalf of the Lenders under the applicable Facility
with respect to any Letters of Credit issued by it under such
Facility and the documents associated therewith, and each L/C
Issuer shall have all of the benefits and immunities (A) provided
to the Administrative Agent in Section 8 with respect to any acts
taken or omissions suffered by the L/C Issuers in connection with
Letters of Credit issued by them or proposed to be issued by them
and Issuer Documents pertaining to such Letters of Credit as fully
as if the term “Administrative Agent” as used in Section 8 included
the L/C Issuers with respect to such acts or omissions, and (B) as
additionally provided herein with respect to each L/C Issuer.




     (e) Funding of Participations by Lenders.




     (i) With respect to any Unreimbursed Amount that is not fully
refinanced pursuant to Section 2.4(c)(iii) by a Committed Borrowing
of Base Rate Loans or Eurocurrency Rate Committed Loans, as the
case may be, because the conditions set forth in Section 4.2 cannot
be satisfied or for any other reason, the applicable Requesting
Borrower shall be deemed to have incurred from the applicable L/C
Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
that is not so refinanced, which L/C Borrowing shall be due and
payable on demand (together with interest) and shall bear interest
at the Default Rate. In such event, each Primary Currency Lender’s
or Multi-Currency Lender’s, as the case may be, payment to the
Administrative Agent for the account of the applicable L/C Issuer
pursuant to Section 2.4(c)(iii) shall be deemed payment in respect
of its participation in such L/C Borrowing and shall constitute an
L/C Advance from such Lender in satisfaction of its participation
obligation under this Section 2.4.




     (ii) Until each Primary Currency Lender or Multi-Currency
Lender, as the case may be, funds its Committed Loan or L/C Advance
pursuant to Section 2.4(c)(iii) or 2.4(e)(i) to reimburse the
applicable L/C Issuer for any amount drawn under any Letter of
Credit, interest in respect of such Lender’s Applicable Percentage
of such amount shall be solely for the account of such L/C Issuer.




     (iii) Each Lender’s obligation to make Committed Loans or L/C
Advances to reimburse the L/C Issuers for amounts drawn under
Letters of Credit shall be absolute and unconditional and shall not
be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which
such Lender may have against the L/C Issuers, Borrowers, any
Subsidiary or any other Person for any reason



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whatsoever; (B) the
occurrence or continuance of a Default; or (C) any other
occurrence, event or condition, whether or not similar to any of
the foregoing; provided, however, that each Lender’s obligation to
make Committed Loans pursuant to Section 2.4(c)(iii) is subject to
the conditions set forth in Section 4.2 (other than delivery by the
applicable Requesting Borrower of a Committed Loan Notice). No
such making of an L/C Advance shall relieve or otherwise impair the
obligation of ACS and the applicable Requesting Borrower to
reimburse the L/C Issuers for the amount of any payment made by the
L/C Issuers under any Letter of Credit, together with interest as
provided herein.




     (iv) If any Primary Currency Lender or Multi-Currency Lender,
as the case may be, fails to make available to the Administrative
Agent for the account of any L/C Issuer any amount required to be
paid by such Lender pursuant to the provisions of Section 2.4(c) or
(e) by the time specified in Section 2.4(c)(iii), the applicable
L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with
interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available
to such L/C Issuer at a rate per annum equal to the applicable
Overnight Rate from time to time in effect. A certificate of any
L/C Issuer submitted to any Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (iv)
shall be conclusive absent manifest error.




     (f) Repayment of Participations.




     (i) At any time after any L/C Issuer has made a payment under
any Letter of Credit and has received from any Lender under the
applicable Facility such Lender’s L/C Advance in respect of such
payment in accordance with Section 2.4(e), if the Administrative
Agent receives for the account of an L/C Issuer any payment in
respect of the related Unreimbursed Amount or interest thereon
(whether directly from any Borrower or otherwise, including
proceeds of Cash Collateral applied thereto by the Administrative
Agent), the Administrative Agent will distribute to such Lender its
Applicable Percentage under the applicable Facility thereof
(appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Lender’s L/C Advance
was outstanding) in Dollars and in the same funds as those received
by the Administrative Agent.




     (ii) If any payment received by the Administrative Agent for
the account of an L/C Issuer pursuant to Section 2.4(c) is required
to be returned under any of the circumstances described in Section
9.5 (including pursuant to any settlement entered into by any L/C
Issuer in its discretion), each Lender under the applicable
Facility shall pay to the Administrative Agent for the account of
the applicable L/C Issuer its Applicable Percentage under the
applicable Facility thereof on demand of the Administrative Agent,
plus interest thereon from the date of such demand to the date such
amount is returned by such Lender, at a rate per annum equal to the
applicable Overnight Rate from time to time in effect. The
obligations of the Lenders under this clause shall survive the
payment in full of the Obligations and the termination of this
Agreement.




     (g) Obligations Absolute. The obligation of the Requesting
Borrowers to reimburse the L/C Issuers for each drawing under each Letter
of Credit issued for the account of such Requesting Borrower or its
Subsidiaries (and in the case of ACS, to reimburse the L/C Issuers for
drawings under all Letters of Credit issued for any Borrower or any
Subsidiary) and to repay each L/C Borrowing for Letters of Credit issued
for the account of such Requesting Borrower or its



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Subsidiaries shall be
absolute, unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances,
including the following:




     (i) any lack of validity or enforceability of such Letter of
Credit, this Agreement, or any other Loan Document;




     (ii) the existence of any claim, counterclaim, setoff, defense
or other right that Borrowers or any Subsidiary thereof may have at
any time against any beneficiary or any transferee of such Letter
of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), any L/C Issuer or any other Person,
whether in connection with this Agreement, the transactions
contemplated hereby or by such Letter of Credit or any agreement or
instrument relating thereto, or any unrelated transaction;




     (iii) any draft, demand, certificate or other document
presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; or any loss or
delay in the transmission or otherwise of any document required in
order to make a drawing under such Letter of Credit;




     (iv) any payment by any L/C Issuer under such Letter of Credit
against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any
payment made by any L/C Issuer under such Letter of Credit to any
Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor to any
beneficiary or any transferee of such Letter of Credit, including
any arising in connection with any proceeding under any Debtor
Relief Law;




     (v) any adverse change in the relevant exchange rates or in
the availability of the relevant Available Foreign Currency to
Borrowers or any Subsidiary thereof or in the relevant currency
markets generally; or




     (vi) any other circumstance or happening whatsoever, whether
or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available
to, or a discharge of, Borrowers or any Subsidiary thereof.




     Notwithstanding the foregoing or any other provision hereof to the
contrary, (i) ACS shall reimburse the L/C Issuers in an amount equal to
all of drawings under all Letters of Credit and the provisions of this
clause (g) shall apply to such reimbursement obligation and (ii) no
Borrowing Subsidiary shall be obligated to reimburse any L/C Issuer for
any drawings under any Letter of Credit issued at the request of ACS or
any other Borrowing Subsidiary.




     (h) Role of L/C Issuers; Exculpation Provisions. Each Lender and
each Borrower agree that, in paying any drawing under a Letter of Credit,
no L/C Issuer shall have any responsibility to obtain any document (other
than any sight draft, certificates and documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or
accuracy of any such document or the authority of the Person executing or
delivering any such document. None of the L/C Issuers, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of any L/C Issuer shall be liable
to any Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the Lenders
under the applicable Facility or the Required Lenders under the
applicable Facility, as applicable; (ii) any action taken or omitted in
the absence of gross negligence or willful misconduct; or



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(iii) the due
execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Issuer Document. ACS (with
respect to all Letters of Credit) and each Borrowing Subsidiary (with
respect to all Letters of Credit issued at the request of such Borrowing
Subsidiary) hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and
shall not, preclude any Borrower’s pursuing such rights and remedies as
it may have against the beneficiary or transferee at law or under any
other agreement. None of the L/C Issuers, the Administrative Agent, any
of their respective Related Parties nor any correspondent, participant or
assignee of the L/C Issuers shall be liable or responsible for any of the
matters described in clauses (i) through (vi) of Section 2.4(g);
provided, however, that anything in such clauses to the contrary
notwithstanding, a Borrower may have a claim against an L/C Issuer, and
an L/C Issuer may be liable to such Borrower, to the extent, but only to
the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by such Borrower which such Borrower proves were caused
by such L/C Issuer’s willful misconduct or gross negligence or such L/C
Issuer’s willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit.
In furtherance and not in limitation of the foregoing, the L/C Issuers
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and no L/C Issuer shall be responsible for
the validity or sufficiency of any instrument transferring or assigning
or purporting to transfer or assign a Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may
prove to be invalid or ineffective for any reason.




     (i) Summary Reports from L/C Issuers. No less than once each month,
each L/C Issuer shall give a summary report of the issued and outstanding
Letters of Credit issued by such L/C Issuer under each Facility to the
Administrative Agent, in form and substance satisfactory to the
Administrative Agent, and the Administrative Agent shall distribute such
summary reports to the Lenders and ACS promptly upon receipt thereof.




     (j) Cash Collateral.




     (i) Upon the request of the Administrative Agent, (A) if any
L/C Issuer has honored any full or partial drawing request under
any Letter of Credit and such drawing has resulted in an L/C
Borrowing, or (B) if, as of the Maturity Date, any L/C Obligation
for any reason remains outstanding, ACS, and as applicable, each
Borrowing Subsidiary (but only to the extent of L/C Obligations
arising under Letters of Credit issued for the account of such
Borrowing Subsidiary or its Subsidiaries) shall, in each case,
immediately Cash Collateralize the then Dollar Equivalent of the
Outstanding Amount of all such L/C Obligations.




     (ii) The Administrative Agent may, on each Revaluation Date
after the initial deposit of Cash Collateral, request that
additional Cash Collateral be provided in order to protect against
the results of exchange rate fluctuations.




     (iii) Sections 2.6 and 7.11(c) set forth certain additional
requirements to deliver Cash Collateral hereunder. For purposes of
this Section 2.4 and Section 7.11(c) (with respect to L/C
Obligations), “Cash Collateralize” means to pledge and deposit with
or deliver to the Administrative Agent, for the benefit of the L/C
Issuers and the Lenders,
as collateral for the L/C Obligations of ACS and each
Borrowing Subsidiary (but only to the extent of L/C Obligations
under Letters of Credit issued for the account of such



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Borrowing
Subsidiary or its Subsidiaries), cash or deposit account balances
pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuers (which documents are
hereby consented to by the Lenders). Derivatives of such term have
corresponding meanings. ACS and each Borrowing Subsidiary (by
executing an Additional Borrower Notice and Assumption) hereby
grants to the Administrative Agent, for the benefit of the L/C
Issuers and the Lenders, a security interest in all such cash,
deposit accounts and all balances therein and all proceeds of the
foregoing but, in the case of Borrowing Subsidiaries, only to the
extent of Letters of Credit issued for the account of such
Borrowing Subsidiary or its Subsidiaries. Cash Collateral shall be
maintained in blocked, non-interest bearing deposit accounts at
JPMorgan and all such accounts shall be in the exclusive dominion
and control of the Administrative Agent.




     (iv) If as of any Revaluation Date, the amount held as Cash
Collateral hereunder exceeds the then Dollar Equivalent of the
Outstanding Amount of all L/C Obligations, ACS may request that the
Administrative Agent release such excess Cash Collateral, and, if
upon such request no Default then exists, the Administrative Agent
shall promptly release (and is hereby authorized by the Lenders to
so release) such excess Cash Collateral to ACS.




     (k) Applicability of ISP and UCP. Unless otherwise expressly agreed
by any L/C Issuer and the applicable Requesting Borrower when a Letter of
Credit is issued (including any such agreement applicable to an Existing
Letter of Credit), (i) the rules of the ISP shall apply to each standby
Letter of Credit, and (ii) the rules of the Uniform Customs and Practice
for Documentary Credits, as most recently published by the International
Chamber of Commerce at the time of issuance shall apply to each
commercial Letter of Credit.




     (l) Letter of Credit Fees. Borrowers (subject to the proviso set
forth below) shall pay to the Administrative Agent for the account of
each Primary Currency Lender or Multi-Currency Lender, as the case may
be, in accordance with its Applicable Percentage, in Dollars, or, with
respect to Letters of Credit issued under the Primary Currency Facility
in Euros, in Euros, or, with respect to Letters of Credit issued under
the Multi-Currency Facility in a Foreign Currency, in such Foreign
Currency, a Letter of Credit fee (the “Letter of Credit Fee”) for each
Letter of Credit issued under the applicable Facility equal to the
Applicable Margin times the daily amount available to be drawn under such
Letter of Credit; provided that the liability of (i) each Borrowing
Subsidiary shall be limited solely to the Letter of Credit Fees related
to Letters of Credit issued to such Borrowing Subsidiary (or on such
Borrowing Subsidiary’s behalf) and (ii) ACS shall be for the Letter of
Credit Fees related to all Letters of Credit issued under the Agreement.
Letter of Credit Fees shall be (i) computed on a quarterly basis in
arrears and (ii) due and payable on the fifth Business Day after ACS
receives a written invoice therefor from the Administrative Agent after
the end of each March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, on
the Maturity Date and thereafter on demand. If there is any change in
the Applicable Margin during any quarter, the daily amount available to
be drawn under each Letter of Credit shall be computed and multiplied by
the Applicable Margin separately for each period during such quarter that
such Applicable Margin was in effect. Notwithstanding anything to the
contrary contained herein, upon the request of the Required Lenders,
while any Event of Default exists under Section 7.1, all Letter of Credit
Fees shall accrue at the Default Rate.



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     (m) Fronting Fee and Documentary and Processing Charges Payable to
L/C Issuer. Borrowers (subject to the proviso set forth below) shall pay
directly to the L/C Issuers for their own account, in Dollars, or, with
respect to Letters of Credit issued under the Primary Currency Facility
in Euros, in Euros, or, with respect to Letters of Credit issued under
the Multi-Currency Facility in a Foreign Currency, in such Foreign
Currency, a fronting fee with respect to each Letter of Credit issued by
such L/C Issuer, at the rate per annum equal to (i) 0.100% per annum
times of the daily amount available to be drawn under such Letter of
Credit or (ii) such other amount or rate that Borrowers and such L/C
Issuer shall agree on a quarterly basis in arrears, and due and payable
on the fifth Business Day after ACS receives a written invoice therefor
from the applicable L/C Issuer after the end of each March, June,
September and December, commencing with the first such date to occur
after the issuance of such Letter of Credit, on the Maturity Date and
thereafter on demand; provided that the liability of (i) each Borrowing
Subsidiary shall be limited solely to the fronting fees related to
Letters of Credit issued at the request of such Borrowing Subsidiary and
(ii) ACS shall be for the fronting fees related to all Letters of Credit
issued under the Agreement. In addition, each Borrower (subject to the
proviso set forth below) shall pay directly to the L/C Issuers for their
own account, in Dollars, the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges, of the
L/C Issuers relating to letters of credit as from time to time in effect;
provided that the liability of (i) each Borrowing Subsidiary shall be
limited solely to the fronting fees related to Letters of Credit issued
at the request of such Borrowing Subsidiary and (ii) ACS shall be for the
fronting fees related to all Letters of Credit issued under the
Agreement. Such customary fees and standard costs and charges are due
and payable on demand and are nonrefundable.




     (n) Conflict with Issuer Documents. In the event of any conflict
between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control.




     (o) Letters of Credit Issued for Subsidiaries. Notwithstanding that
a Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary of a Requesting
Borrower, ACS and each applicable Borrowing Subsidiary shall be obligated
to reimburse the applicable L/C Issuer for any and all drawings under
such Letter of Credit as if such Letter of Credit were issued directly
for the account of such Requesting Borrower. Each Requesting Borrower
hereby acknowledges that the issuance of Letters of Credit for the
account of their respective Subsidiaries inures to the benefit of such
Requesting Borrower, and that such Requesting Borrower’s business derives
substantial benefits from the businesses of such Subsidiaries; provided
that each Borrowing Subsidiary shall only be liable for Letters of Credit
requested by it for itself or its Subsidiaries.



2.5 Swing Line Loans.





     (a) The Swing Line. Subject to the terms and conditions set forth
herein, (i) each Swing Line Lender severally agrees, in reliance upon the
agreements of the other Primary Currency Lenders set forth in this
Section 2.5 to make loans in Dollars (each such loan, a “Dollar Swing
Line Loan”) and (ii) JPMorgan, it its capacity as a Swing Line Lender,
agrees, in reliance upon the agreements of the other Primary Currency
Lenders set forth in this Section 2.5 to make loans in Euros (together
with the Dollar Swing Line Loans, the “Swing Line Loans”), in each case
to any Borrower from time to time on any Business Day during the
Availability Period in an aggregate amount for all Borrowers not to
exceed at any time outstanding the amount of the Swing Line Sublimit,
notwithstanding the fact that such Swing Line Loans, when aggregated with
the Applicable Percentage of the Outstanding Amount of Primary Currency
Committed Loans and Primary Currency L/C Obligations of the applicable
Primary Currency Lender acting as a



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Swing Line Lender, may exceed the amount of such Primary Currency
Lender’s Primary Currency Commitment; provided, however, that after
giving effect to any Swing Line Loan, (A) the Total Outstandings shall
not exceed the Aggregate Commitments, (B) the Primary Currency Total
Outstandings shall not exceed the Primary Currency Commitments, and (C)
the aggregate Outstanding Amount of the Primary Currency Committed Loans
of any Primary Currency Lender (other than the applicable Swing Line
Lender), plus such Primary Currency Lender’s Applicable Percentage of the
Outstanding Amount of all Primary Currency L/C Obligations, plus such
Primary Currency Lender’s Applicable Percentage of the Outstanding Amount
of all Swing Line Loans shall not exceed such Primary Currency Lender’s
Primary Currency Commitment, and provided, further, that no Borrower
shall use any proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan. Within the foregoing limits, and subject to
the other terms and conditions hereof, the Borrowers may borrow under
this Section 2.5, prepay under Section 2.7, and reborrow under this
Section 2.5. Each Swing Line Loan denominated in Dollars shall bear
interest as set forth in Section 2.10. Immediately upon the making of a
Swing Line Loan, each Primary Currency Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the
applicable Swing Line Lender a risk participation in such Swing Line Loan
in an amount equal to the product of such Primary Currency Lender’s
Applicable Percentage times the amount of such Swing Line Loan.




     (b) Borrowing Procedures. Each Swing Line Borrowing shall be made
upon a Borrower’s irrevocable notice to a Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice
must be received by the applicable Swing Line Lender and the
Administrative Agent not later than (i) for Swing Line Loans denominated
in Dollars, 3:00 p.m. and (ii) for Swing Line Loans denominated in Euros,
12:00 p.m., London, England time, in each case, on the requested
borrowing date, and shall specify (i) the amount to be borrowed, which
shall be a minimum of $100,000, (ii) the requested borrowing date, which
shall be a Business Day, (iii) whether such Swing Line Loan is to be
denominated in Dollars or Euros, and (iv) the Borrower requesting such
Swing Line Loan. Each such telephonic notice must be confirmed promptly
by delivery to the applicable Swing Line Lender and the Administrative
Agent of a written Swing Line Loan Notice, appropriately completed and
signed by a Responsible Officer of the requesting Borrower. Promptly
after receipt by the applicable Swing Line Lender of any telephonic Swing
Line Loan Notice, such Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative
Agent has also received such Swing Line Loan Notice and, if not, such
Swing Line Lender will notify the Administrative Agent (by telephone or
in writing) of the contents thereof. Unless the applicable Swing Line
Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender) prior to
3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing
such Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the proviso to the first sentence of Section
2.5(a), or (B) that one or more of the applicable conditions specified in
Section 4 is not then satisfied, then, subject to the terms and
conditions hereof, such Swing Line Lender will, not later than 3:30 p.m.
on the borrowing date specified in such Swing Line Loan Notice, make the
amount of its Swing Line Loan available to the Administrative Agent, and
the Administrative Agent will make the amount so received available to
the requesting Borrower by not later than 4:00 p.m. on such date
received.



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     (c) Refinancing of Swing Line Loans.




     (i) Each Swing Line Lender with Swing Line Loans outstanding
at any time in its sole and absolute discretion may request, on
behalf of the applicable Borrowers (each of which hereby
irrevocably authorizes each Swing Line Lender to so request on its
behalf), that each Primary Currency Lender make (A) for Swing Line
Loans denominated in Dollars, a Base Rate Committed Loan and (B)
for Swing Line Loans denominated in Euros, a Eurocurrency Rate
Committed Loan in an amount equal to such Primary Currency Lender’s
Applicable Percentage of the amount of the applicable Type of Swing
Line Loans then outstanding. Such request shall be made in writing
(which written request shall be deemed to be a Committed Loan
Notice for purposes hereof) and in accordance with the requirements
of Section 2.3, without regard to the minimum and multiples
specified therein for the principal amount of Base Rate Loans or
Eurocurrency Rate Committed Loans, as the case may be, but subject
to the unutilized portion of the Primary Currency Commitments and
the conditions set forth in Section 4.2. The applicable Swing Line
Lender shall furnish ACS and all other Borrowers of Swing Line
Loans with a copy of the applicable Committed Loan Notice promptly
after delivering such notice to the Administrative Agent. Each
Primary Currency Lender shall make an amount equal to its
Applicable Percentage of the amount specified in such Committed
Loan Notice available to the Administrative Agent in Same Day Funds
for the account of the applicable Swing Line Lender at the
Administrative Agent’s Office not later than 2:00 p.m. on the day
specified in such Committed Loan Notice (which shall be at least
one Business Day after delivery thereof for Base Rate Committed
Loans and at least three Business Days after delivery thereof for
Eurocurrency Rate Committed Loans), whereupon, subject to Section
2.5(c)(ii), each Primary Currency Lender that so makes funds
available shall be deemed to have made a Base Rate Committed Loan
or Eurocurrency Rate Committed Loan, as the case may be, to the
requesting Borrower in such amount. The Administrative Agent shall
remit the funds so received to the applicable Swing Line Lender.




     (ii) If for any reason any Swing Line Loan cannot be
refinanced by such a Committed Borrowing in accordance with Section
2.5(c)(i), the request for Base Rate Committed Loans or
Eurocurrency Rate Committed Loans, as the case may be, submitted by
the applicable Swing Line Lender as set forth herein shall be
deemed to be a request by such Swing Line Lender that each of the
Primary Currency Lenders fund its risk participation in the
relevant Swing Line Loan and each Primary Currency Lender’s payment
to the Administrative Agent for the account of such Swing Line
Lender pursuant to Section 2.5(c)(i) shall be deemed payment in
respect of such participation.




     (iii) If any Primary Currency Lender fails to make available
to the Administrative Agent for the account of the applicable Swing
Line Lender any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 2.5(c) by the time
specified in Section 2.5(c)(i), such Swing Line Lender shall be
entitled to recover from such Primary Currency Lender (acting
through the Administrative Agent), on demand, such amount with
interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available
to such Swing Line Lender at a rate per annum equal to the
applicable Overnight Rate from time to time in effect. A
certificate of the applicable Swing Line Lender submitted to any
Primary Currency Lender (through the Administrative Agent)



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with
respect to any amounts owing under this clause (iii) shall be
conclusive absent manifest error.




     (iv) Each Primary Currency Lender’s obligation to make
Committed Loans or to purchase and fund risk participations in
Swing Line Loans pursuant to this Section 2.5(c) shall be absolute
and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or
other right which such Primary Currency Lender may have against any
Swing Line Lender, any Borrower or any other Person for any reason
whatsoever, (B) the occurrence or continuance of a Default, or (C)
any other occurrence, event or condition, whether or not similar to
any of the foregoing; provided, however, that each Primary Currency
Lender’s obligation to make Committed Loans pursuant to this
Section 2.5(c) is subject to the conditions set forth in Section
4.2. No such funding of risk participations shall relieve or
otherwise impair the obligation of any Borrower to repay Swing Line
Loans, together with interest as provided herein.




     (d) Repayment of Participations.




     (i) At any time after any Primary Currency Lender has
purchased and funded a risk participation in a Swing Line Loan, if
the applicable Swing Line Lender receives any payment on account of
such Swing Line Loan, such Swing Line Lender will distribute to
such Primary Currency Lender its Applicable Percentage of such
payment (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Primary Currency
Lender’s risk participation was funded) in the same funds as those
received by such Swing Line Lender.




     (ii) If any payment received by the applicable Swing Line
Lender in respect of principal or interest on any Swing Line Loan
is required to be returned by the Swing Line Lender under any of
the circumstances described in Section 9.5 (including pursuant to
any settlement entered into by such Swing Line Lender in its
discretion), each Primary Currency Lender shall pay to such Swing
Line Lender its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned, at a rate per annum
equal to the applicable Overnight Rate. The Administrative Agent
will make such demand upon the request of the applicable Swing Line
Lender. The obligations of the Primary Currency Lenders under this
clause shall survive the payment in full of the Obligations and the
termination of this Agreement.




     (e) Interest for Account of Swing Line Lenders. Each Swing Line
Lender shall be responsible for invoicing ACS and the applicable Borrower
for interest on the Swing Line Loans made by such Swing Line Lender.
Until each Primary Currency Lender funds its Base Rate Committed Loan or
Eurocurrency Rate Committed Loan, as the case may be, or risk
participation pursuant to this Section 2.5 to refinance such Primary
Currency Lender’s Applicable Percentage of any Swing Line Loan, interest
in respect of such Applicable Percentage shall be solely for the account
of the applicable Swing Line Lender.



2.6 Competitive Loans and Competitive Letters of Credit.





     (a) General. Subject to the terms and conditions set forth herein,
from time to time prior to the Maturity Date and the termination of the
Aggregate Commitments any Borrower may request Competitive Bids and such
Borrowers may (but shall not have any obligation to) accept



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Competitive
Bids and borrow Competitive Loans or obtain Competitive Letters of Credit
for the account of ACS, any other Borrower, or their Subsidiaries;
provided that no Competitive Loan or Competitive Letter of Credit may be
requested that (after giving effect to the Facility designation
as provided in Section 2.6(b)(ix)) would result in (i) the Total
Outstandings exceeding the Aggregate Commitments, (ii) the Primary
Currency Total Outstandings exceeding the Primary Currency Commitments,
and (iii) the Multi-Currency Total Outstandings exceeding the
Multi-Currency Commitments.




     (b) Requesting Competitive Bids. To request Competitive Bids, the
requesting Borrower shall hand deliver or telecopy to the Administrative
Agent a duly completed Competitive Bid Request in the form of Exhibit C-1
hereto, to be received by the Administrative Agent, (i) in the case of a
Competitive Loan to be denominated in Dollars and any Competitive Letter
of Credit to be denominated in Dollars, not later than 1:00 p.m. four
Business Days before the proposed date of such Competitive Loan or the
issuance of such Competitive Letter of Credit and (ii) in the case of a
Competitive Loan to be denominated in Foreign Currency or any Competitive
Letter of Credit to be denominated in Foreign Currency, not later than
12:00 p.m. London, England time, each four Business Days before the
proposed date of such Competitive Loan or the issuance of such
Competitive Letter of Credit. A Competitive Bid Request that does not
conform substantially to Exhibit C-1 may be rejected in the
Administrative Agent’s sole discretion, and the Administrative Agent
shall promptly notify ACS and the requesting Borrower of such rejection
by telecopy. Each Competitive Bid Request shall specify the following
information in compliance with Section 2.3:




     (i) whether the requested Competitive Bid is for a Competitive
Loan or a Competitive Letter of Credit;




     (ii) the amount of the requested Competitive Loan (which shall
be a minimum of $10,000,000 and an integral multiple of $1,000,000)
or the stated amount of the requested Competitive Letter of Credit;




     (iii) the currency of the requested Competitive Loan or
Competitive Letter of Credit (which can be Dollars or a Foreign
Currency);




     (iv) the date of such Competitive Loan or the issuance of such
Competitive Letter of Credit, which shall be a Business Day;




     (v) if the request is for a Competitive Loan, whether such
Competitive Loan is to be a Eurocurrency Rate Competitive Loan or a
Fixed Rate Loan and the proposed maturity date and repayment terms
of such Competitive Loan;




     (vi) if the request is for a Eurocurrency Rate Competitive
Loan, the Interest Period to be applicable to such Eurocurrency
Rate Competitive Loan;




     (vii) if the request is for the issuance of a Competitive
Letter of Credit, (A) the proposed issuance date of the requested
Competitive Letter of Credit (which shall be a Business Day); (B)
the expiry date thereof; (C) the name and address of the
beneficiary thereof; (D) the documents to be presented by such
beneficiary in case of any drawing thereunder; (E) the account
party thereunder, which must be the Requesting Borrower or a
Subsidiary thereof; and (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder;



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     (viii) if the request is for a Competitive Loan, the location
and number of the account of the requesting Borrower to which funds
are to be disbursed;




     (ix) the Facility under which the Competitive Loan or
Competitive Letter of Credit is to be deemed as usage for purposes
of the availability under such Facility; and




     (x) the applicable Borrower.



If no election as to the currency of a Competitive Loan or Competitive
Letter of Credit is specified in any Competitive Bid Request, then the
applicable Borrower shall be deemed to have requested a Competitive Loan
or Competitive Letter of Credit, as applicable, in Dollars. If the
requesting Borrower fails to indicate the Facility as set forth in clause
(ix) above, the Competitive Loan or Competitive Letter of Credit, as
applicable, shall be deemed usage under the Primary Currency Facility
unless fully borrowed, in which case usage shall be allocable to the
Multi-Currency Facility. Promptly following receipt of a Competitive Bid
Request in accordance with this Section 2.6(b), the Administrative Agent
shall notify the Lenders of the details thereof by telecopy, inviting the
Lenders to submit Competitive Bids.




     (c) Submitting Competitive Bids. Each Lender may (but shall not
have any obligation to) make one or more Competitive Bids to such
Borrower in response to a Competitive Bid Request. Each Competitive Bid
by a Lender must be received by the Administrative Agent by telecopy, in
the form of Exhibit C-2 hereto, in the case of a Competitive Loan to be
denominated in Dollars and any Competitive Letter of Credit to be
denominated in Dollars, not later than 9:30 a.m., and in the case of a
Competitive Loan to be denominated in Foreign Currency and any
Competitive Letter of Credit to be denominated in Foreign Currency, not
later than 9:30 a.m. London, England time, three Business Days before the
proposed date of such Competitive Loan or the issuance of such
Competitive Letter of Credit. Competitive Bids that do not conform
substantially to the format of Exhibit C-2 may be rejected by the
Administrative Agent, and the Administrative Agent shall notify the
applicable Lender as promptly as practicable. Each Competitive Bid shall
specify (i) if applicable, the principal amount or portion thereof of the
Competitive Loan or Loans that the Lender is willing to make (which, in
the case of a Competitive Borrowing denominated in Dollars, shall be a
minimum of $5,000,000 and an integral multiple of $1,000,000 and, in the
case of a Competitive Borrowing denominated in an Foreign Currency, shall
be a minimum principal amount the Dollar Equivalent of which is equal to
$5,000,000, and which may equal the entire principal amount of the
Competitive Loan request by such Borrower), (ii) for Competitive Loans or
any relevant portion thereof, (x) the Competitive Bid Rate or Rates at
which the Lender is prepared to make such Competitive Loan or Loans or
portion thereof (expressed as a percentage rate per annum in the form of
a decimal to no more than four decimal places), (y) for Eurocurrency Rate
Competitive Loans or any relevant portion thereof, the Interest Period
applicable to each such Eurocurrency Rate Competitive Loan or portion
thereof and the last day thereof, and (z) the maturity date and repayment
terms applicable to such Competitive Loan or portion thereof, and (iii)
for Competitive Letters of Credit, (y) the fronting fees or other fees
which the Lender is prepared to charge for issuing such Competitive
Letter of Credit and (z) the applicable terms of such Competitive Letter
of Credit (including, without limitation, the expiry date thereof).




     (d) Notice to Borrower of Competitive Bids. The Administrative
Agent shall promptly notify such Borrower by telecopy of (i) for
Competitive Loans or portion thereof, the Competitive Bid Rate, the
principal amount specified in each Competitive Bid, the maturity date and
repayment terms applicable to such Competitive Loan or portion thereof,
and the identity of the Lender that shall have made such Competitive Bid
and (ii) for Competitive Letters of Credit, the



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fronting fees or other
fees specified in each Competitive Bid, the applicable terms of such
Competitive Letters of Credit, and the identity of the Lender that
shall have made such Competitive Bid.




     (e) Acceptance of Competitive Bids. Subject only to the provisions
of this clause (e), such Borrower may accept or reject any Competitive
Bid or any portion thereof. Such Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in the form of a
Competitive Bid Accept/Reject Letter, whether and to what extent it has
decided to accept or reject each Competitive Bid or any portion thereof,
in the case of a Competitive Loan, and any Competitive Letter of Credit
denominated in Dollars, not later than 2:00 p.m., and in the case of a
Competitive Loan and any Competitive Letter of Credit denominated in
Foreign Currency, not later than 2:00 p.m. London, England time, three
Business Days before the date of the proposed Competitive Loan or the
issuance of such Competitive Letter of Credit; provided that (i) the
failure of such Borrower to give such notice shall be deemed to be a
rejection of each Competitive Bid or any portion thereof, (ii) the
aggregate amount of the Competitive Bids or any portion thereof accepted
by such Borrower shall not exceed the aggregate amount of the requested
Competitive Loan or Competitive Letter of Credit, as applicable,
specified in the related Competitive Bid Request, and (iii) no
Competitive Bid or any portion thereof shall be accepted for a
Competitive Loan or Competitive Letter of Credit unless such Competitive
Loan or Competitive Letter of Credit, as applicable, is, in the case of a
Competitive Loan or Competitive Letter of Credit denominated in Dollars,
in a minimum principal amount of $5,000,000 and an integral multiple of
$1,000,000 and, in the case of a Competitive Loan or Competitive Letter
of Credit denominated in a Foreign Currency, in a minimum principal
amount the Dollar Equivalent of which is $5,000,000. A notice given by
such Borrower pursuant to this clause (e) shall be irrevocable.




     (f) Notification of Bid Acceptance; Binding Effect. The
Administrative Agent shall promptly notify each bidding Lender by
telecopy whether or not its Competitive Bid has been accepted (and, if
so, the amount and, if applicable, Competitive Bid Rate so accepted), and
each successful bidder will thereupon become bound, subject to the terms
and conditions hereof, to make the Competitive Loan or issue a
Competitive Letter of Credit, as applicable, in respect of which its
Competitive Bid or portion thereof has been accepted.




     (g) Submission of Bid by Administrative Agent. If the
Administrative Agent shall elect to submit a Competitive Bid in its
capacity as a Lender, it shall submit such Competitive Bid or any portion
thereof directly to ACS and the requesting Borrower at least one quarter
of an hour earlier than the time by which the other Lenders are required
to submit their Competitive Bids to the Administrative Agent pursuant to
clause (c) of this Section 2.6.




     (h) Notice Procedures for Competitive Loans/Competitive Letters of
Credit. All notices required by this Section 2.6 shall be given in
accordance with Section 9.2.




     (i) Notice of Eurocurrency Rate. If any Competitive Loan is to
consist of Eurocurrency Rate Competitive Loans, the Administrative Agent
shall determine the Eurocurrency Rate for the relevant Interest Period,
and promptly after making such determination, shall notify the Borrower
and the Lenders that will be participating in such Competitive Loan of
such Eurocurrency Rate.




     (j) Funding of Competitive Loans/Issuance of Competitive Letters of
Credit. Each Lender that has received notice pursuant to Section 2.6(f)
that all or a portion of its Competitive Bid has been accepted by the
Borrower shall, as applicable (i) make the amount of its Bid Loan(s)
available to the Administrative Agent in immediately available funds at
the Administrative



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Agent’s Office or (ii) subject to Section 2.6(k),
issue the Competitive Letter of Credit as directed
by the applicable Borrower, not later than 2:00 p.m. on the date of
the requested Competitive Loan Borrowing or Competitive Letter of Credit,
as applicable. Other than the specific terms of the Competitive Bid with
respect to the Competitive Bid Rate, the repayment terms, and the
maturity date, each Competitive Loan will be on the same terms and
conditions as all other Loans. With respect to Competitive Loans, upon
satisfaction of the applicable conditions set forth in Section 4.2
(except to the extent expressly waived by the applicable Lender), the
Administrative Agent shall make all funds so received available to the
Borrower in like funds as received by the Administrative Agent.
Additionally, the applicable Borrower shall furnish to the applicable
Competitive Letter of Credit Issuer such other documents and information
pertaining to such requested Letter of Credit issuance, including any
Competitive Issuer Documents, as such Competitive Letter of Credit Issuer
may reasonably request.




     (k) Competitive Letters of Credit.




     (i) Special Limitations on Issuance. Notwithstanding the
acceptance of such Lender’s Competitive Bid with respect to the
issuance of a Competitive Letter of Credit, no Lender shall be
under any obligation to issue any Competitive Letter of Credit if
any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain such
Lender from issuing such Competitive Letter of Credit, or any Law
applicable to such Lender or any request or directive (whether or
not having the force of law) from any Governmental Authority with
jurisdiction over such Lender shall prohibit, or request that such
Lender refrain from, the issuance of letters of credit generally or
such Competitive Letter of Credit in particular.




     (ii) Amendments. No Competitive Letter of Credit Issuer shall
be under any obligation to amend any Competitive Letter of Credit
if the beneficiary of such Letter of Credit does not accept the
proposed amendment to such Letter of Credit.




     (iii) Reimbursement for Drawings by Borrowers. Upon receipt
from the beneficiary of any Competitive Letter of Credit of any
notice of a drawing under such Competitive Letter of Credit, the
applicable Competitive Letter of Credit Issuer shall notify the
applicable Requesting Borrower and the Administrative Agent
thereof. The applicable Requesting Borrower shall reimburse the
applicable Competitive Letter of Credit Issuer in the currency in
which such Competitive Letter of Credit was issued. Not later than
11:00 a.m. on the date of any payment by the applicable Competitive
Letter of Credit Issuer under a Competitive Letter of Credit to be
reimbursed (“Honor Date”), the Requesting Borrower shall reimburse
such Competitive Letter of Credit Issuer directly in an amount
equal to the amount of such drawing and in the applicable currency.
If ACS or the applicable Requesting Borrower (if different from
ACS) fails to so reimburse the applicable Competitive Letter of
Credit Issuer by such time, such Competitive Letter of Credit
Issuer shall promptly notify the Administrative Agent thereof and
of the amount of the unreimbursed drawing (the “Competitive LC
Unreimbursed Amount”). Any notice given by the applicable
Competitive Letter of Credit Issuer or the Administrative Agent
pursuant to this Section 2.6(k)(iii) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an
immediate confirmation shall not affect the conclusiveness or
binding effect of such notice. Such Competitive LC Unreimbursed
Amount shall be due and payable on demand (together with interest)
and shall bear interest at the Default Rate.



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     (iv) Obligations Absolute. The obligation of the Requesting
Borrowers to reimburse the applicable Competitive Letter of Credit
Issuers for each drawing under
each Competitive Letter of Credit issued for the account of
such Requesting Borrower or its Subsidiaries (and in the case of
ACS, to reimburse the Competitive Letter of Credit Issuers for
drawings under all Competitive Letters of Credit issued for any
Borrower or any Subsidiary) shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including the
following: (A) any lack of validity or enforceability of such
Competitive Letter of Credit, this Agreement, or any other Loan
Document; (B) the existence of any claim, counterclaim, setoff,
defense or other right that Borrowers or any Subsidiary thereof may
have at any time against any beneficiary or any transferee of such
Competitive Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the Competitive
Letter of Credit Issuers or any other Person, whether in connection
with this Agreement, the transactions contemplated hereby or by
such Competitive Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction; (C) any draft,
demand, certificate or other document presented under such
Competitive Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay in
the transmission or otherwise of any document required in order to
make a drawing under such Competitive Letter of Credit; (D) any
payment by the applicable Competitive Letter of Credit Issuer under
such Competitive Letter of Credit against presentation of a draft
or certificate that does not strictly comply with the terms of such
Competitive Letter of Credit; or any payment made by any
Competitive Letter of Credit Issuer under such Competitive Letter
of Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor to any
beneficiary or any transferee of such Competitive Letter of Credit,
including any arising in connection with any proceeding under any
Debtor Relief Law; (E) any adverse change in the relevant exchange
rates or in the availability of the relevant Foreign Currency to
Borrowers or any Subsidiary thereof or in the relevant currency
markets generally; or (F) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing,
including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, Borrowers or any
Subsidiary thereof; provided that no Borrowing Subsidiary shall be
obligated to reimburse any Competitive Letter of Credit Issuer for
any drawings under any Competitive Letter of Credit issued at the
request of any other Borrowing Subsidiary.




     (v) Examination of Copies of Issued Competitive Letters of
Credit by Requesting Borrower. The applicable Requesting Borrower
shall promptly examine a copy of each Competitive Letter of Credit
and each amendment thereto that is delivered to it and, in the
event of any claim of noncompliance with such Requesting Borrower’s
instructions or other irregularity, such Requesting Borrower will
immediately notify the applicable Competitive Letter of Credit
Issuer. ACS and the applicable Requesting Borrower shall be
conclusively deemed to have waived any such claim against the
applicable Competitive Letter of Credit Issuer and its
correspondents unless such notice is given as aforesaid.




     (vi) Role of Competitive Letter of Credit Issuers; Exculpation
Provisions. Each Borrower agrees that, in paying any drawing under
a Competitive Letter of Credit, no Competitive Letter of Credit
Issuer shall have any responsibility to obtain any



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document (other
than any sight draft, certificates and documents expressly required
by the Competitive Letter of Credit) or to ascertain or inquire as
to the validity or accuracy
of any such document or the authority of the Person executing
or delivering any such document. ACS (with respect to all
Competitive Letters of Credit) and each Borrowing Subsidiary
(solely with respect to all Competitive Letters of Credit issued at
the request of such Borrowing Subsidiary) hereby assumes all risks
of the acts or omissions of any beneficiary or transferee with
respect to its use of any Competitive Letter of Credit; provided,
however, that this assumption is not intended to, and shall not,
preclude any Borrower’s pursuing such rights and remedies as it may
have against the beneficiary or transferee at law or under any
other agreement. None of the Competitive Letter of Credit Issuers,
the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the Competitive
Letter of Credit Issuers shall be liable or responsible for any of
the matters described in clauses (A) through (E) of Section
2.6(k)(iv); provided, however, that anything in such clauses to the
contrary notwithstanding, a Borrower may have a claim against a
Competitive Letter of Credit Issuer, and a Competitive Letter of
Credit Issuer may be liable to a Borrower, to the extent, but only
to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by such Borrower which such Borrower
proves were caused by such Competitive Letter of Credit Issuer’s
willful misconduct or gross negligence or such Competitive Letter
of Credit Issuer’s willful failure to pay under any Competitive
Letter of Credit after the presentation to it by the beneficiary of
a sight draft and certificate(s) strictly complying with the terms
and conditions of a Competitive Letter of Credit. In furtherance
and not in limitation of the foregoing, the Competitive Letter of
Credit Issuers may accept documents that appear on their face to be
in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and no
Competitive Letter of Credit Issuer shall be responsible for the
validity or sufficiency of any instrument transferring or assigning
or purporting to transfer or assign a Competitive Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole
or in part, which may prove to be invalid or ineffective for any
reason.




     (vii) Cash Collateral. Upon the request of the Administrative
Agent, if, as of the Maturity Date, any Competitive Letter of
Obligation for any reason remains outstanding, ACS, and, as
applicable, each Borrowing Subsidiary (but only to the extent of
Competitive Letters of Credit issued for the account of such
Borrowing Subsidiary or its Subsidiaries) shall, in each case,
immediately Cash Collateralize the then dollar Equivalent of the
Outstanding Amount of all such Competitive Letter of Credit
Obligations. For purposes of this Section 2.6(k) and Section
7.11(c) (with respect to Competitive Letter of Credit Obligations),
“Cash Collateralize” means to pledge and deposit with or deliver to
the Administrative Agent, for the benefit of the Competitive Letter
of Credit Issuers, as collateral for the Competitive Letter of
Credit Obligations of ACS and each Borrowing Subsidiary (but only
to the extent of Competitive Letters of Credit issued for the
account of such Borrowing Subsidiary or its Subsidiaries), cash or
deposit account balances pursuant to documentation in form and
substance satisfactory to the Administrative Agent and the
Competitive Letter of Credit Issuers (which documents are hereby
consented to by the Lenders). ACS and each other Borrower (by
executing an Additional Borrower Notice and Assumption) hereby
grants to the Administrative Agent, for the benefit of the
Competitive Letter of Credit Issuers, a security interest in all
such cash, deposit accounts and all balances therein and all
proceeds of the foregoing, (but in the case of Borrowing
Subsidiaries, only to the extent of Competitive Letters of Credit
issued for the account of such Borrowing Subsidiary or its
Subsidiaries). Cash Collateral



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shall be maintained in blocked, non-interest bearing deposit
accounts at JPMorgan and all such accounts shall be in the
exclusive dominion and control of the Administrative Agent. If as
of any Revaluation Date, the amount held as Cash Collateral under
this Section 2.6(k)(vii) exceeds the then Dollar Equivalent of the
Outstanding Amount of all Competitive Letter of Credit Obligations,
ACS may request that the Administrative Agent release such excess
Cash Collateral, and, if upon such request no Default then exists,
the Administrative Agent shall promptly release (and is hereby
authorized by the Competitive Lenders to so release) such excess
Cash Collateral to ACS.




     (viii) Applicability of ISP and UCP. Unless otherwise
expressly agreed by any Competitive Letter of Credit Issuer and the
applicable Requesting Borrower when a Competitive Letter of Credit
is issued, (i) the rules of the ISP shall apply to each standby
Competitive Letter of Credit Issuer Letter of Credit, and (ii) the
rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce
at the time of issuance shall apply to each commercial Competitive
Letter of Credit Issuer Letter of Credit.




     (ix) Fees for Competitive Letters of Credit. Each Borrower
(subject to the proviso set forth below) shall pay directly to the
Competitive Letter of Credit Issuers for their own account, in
Dollars or such other currency agreed to by such Competitive Letter
of Credit Issuer, a fronting fee with respect to each Competitive
Letter of Credit issued by such Competitive Letter of Credit
Issuer, at the amount or rate per annum that such Borrower and such
Competitive Letter of Credit Issuer shall agree, and payable on
such dates and on such terms as such Borrower and such Competitive
Letter of Credit Issuer; provided that the liability of (i) each
Borrowing Subsidiary shall be limited solely to the fees related to
Competitive Letters of Credit issued to such Borrowing Subsidiary
(or on such Borrowing Subsidiary’s behalf) and (ii) ACS shall be
for the fees related to all Competitive Letters of Credit issued
under the Agreement. In addition, each Borrower shall pay directly
to the Competitive Letter of Credit Issuers with respect to any
Competitive Letter of Credit issued for the account of such
Borrower for their own account, in Dollars or such other currency
agreed to by such Competitive Letter of Credit Issuer, the
customary issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of the Competitive
Letter of Credit Issuers relating to letters of credit as from time
to time in effect provided that the liability of (i) each Borrowing
Subsidiary shall be limited solely to the fees related to
Competitive Letters of Credit issued to such Borrowing Subsidiary
(or on such Borrowing Subsidiary’s behalf) and (ii) ACS shall be
for the fees related to all Competitive Letters of Credit issued
under the Agreement. Such customary fees and standard costs and
charges are due and payable on demand and are nonrefundable.




     (x) Competitive Letters of Credit Issued for Subsidiaries.
Notwithstanding that a Competitive Letter of Credit issued or
outstanding hereunder is in support of any obligations of, or is
for the account of, a Subsidiary of a Requesting Borrower, ACS and
the applicable Borrowing Subsidiary shall be obligated to reimburse
the applicable Competitive Letter of Credit Issuer for any and all
drawings under such Competitive Letter of Credit. Each Requesting
Borrower hereby acknowledges that the issuance of Competitive
Letters of Credit for the account of their respective Subsidiaries
inures to the benefit of such Borrower, and that such Borrower’s
business derives substantial benefits from the businesses of such
Subsidiaries. Notwithstanding anything to the contrary



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contained in this clause (x) each Borrowing Subsidiary shall
only be liable for Competitive Letters of Credit requested by it
for itself or its Subsidiaries.




     (xi) Conflict with Competitive Issuer Documents. In the event
of any conflict between the terms hereof and the terms of any
Competitive Issuer Document, the terms hereof shall control.




     (l) Auction Fee. Each Competitive Bid Request submitted by any
Borrower to the Administrative Agent shall be accompanied by an auction
fee (payable solely to the Administrative Agent for its own account) in
an amount equal to $3,000 for each Competitive Loan or Competitive Letter
of Credit requested in such Competitive Bid Request.



2.7 Prepayments.





     (a) Each Borrower may, upon notice from such Borrower to the
Administrative Agent, at any time or from time to time voluntarily prepay
Committed Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Administrative Agent not
later than 12:00 p.m. (A) three Business Days prior to any date of
prepayment of Eurocurrency Rate Committed Loans denominated in Dollars,
(B) four Business Days prior to any date of prepayment of Eurocurrency
Rate Committed Loans denominated in Available Foreign Currencies, and (C)
on the date of prepayment of Base Rate Committed Loans; and (ii) any
prepayment shall be in a principal amount of $1,000,000 or a whole
multiple of $1,000,000 in excess thereof or the Dollar Equivalent
thereof, if applicable. Each such notice shall specify (i) the date and
amount of such prepayment; (ii) the Type(s) of Committed Loans to be
prepaid; (iii) the Facility being prepaid; (iv) the Borrower or Borrowers
to which such prepayment applies; and, (v) if Eurocurrency Rate Loans are
to be prepaid, the Interest Period(s) of such Loans. The Administrative
Agent will promptly notify each Lender of its receipt of each such
notice, and of the amount of such Lender’s Applicable Percentage of such
prepayment. If any notice fails to indicate the Borrower or Borrowers to
which such prepayment applies, such prepayment will be applied to the
obligations of ACS. If such notice is given, the applicable Borrower
shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. Any
prepayment of a Eurocurrency Rate Committed Loan shall be accompanied by
all accrued interest on the amount prepaid, together with any additional
amounts required pursuant to Section 3.5. Each such prepayment shall be
applied to the Committed Loans of the Lenders under the applicable
Facility in accordance with their respective Applicable Percentages for
such Facility.




     (b) Except as otherwise agreed by the applicable Borrower and
applicable Competitive Lender, no Competitive Loan may be prepaid without
the prior consent of the Competitive Lender making such Competitive Loan.




     (c) Borrowers may, upon notice to the applicable Swing Line Lender
(with a copy to the Administrative Agent), at any time or from time to
time, voluntarily prepay Swing Line Loans in whole or in part without
premium or penalty; provided that (i) such notice must be received by
such Swing Line Lender and the Administrative Agent not later than 2:00
p.m. on the date of the prepayment, and (ii) any such prepayment shall be
in a minimum principal amount of $100,000. Each such notice shall specify
the date and amount of such prepayment. If such notice is given, the
applicable Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.



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     (d) The Administrative Agent shall calculate the Dollar Equivalent
of the Total Outstandings as of the last Business Day of each calendar
quarter and shall provide ACS with written notice of such calculation.
If such calculation reflects that, as of the most recent Revaluation
Date, (i) the Total Outstandings at such time exceed an amount equal to
105% of the Aggregate Commitments then in effect; (ii) the Primary
Currency Total Outstandings (together with all Competitive Loans and
Competitive Letters of Credit attributable to such Facility) at such time
exceed an amount equal to 105% of the Primary Currency Commitments then
in effect; or (iii) the Multi-Currency Total Outstandings (together with
all Competitive Loans and Competitive Letters of Credit attributable to
such Facility) at such time exceeds an amount equal to 105% of the
Multi-Currency Commitments then in effect (in each case, the “Excess”),
then, within five Business Days after receipt of such notice, the
Borrowers shall prepay Loans such that after giving effect to such Loan
prepayments no Excess exists under the Facilities or under either the
Multi-Currency Facility or the Primary Currency Facility; provided that,
if, on such payment date, after making any prepayments required, an
Excess still exists under the Facilities or any Facility (as the case may
be), or if no Loans are outstanding under the Facilities or any Facility
(as the case may be), then Borrowers shall provide to the Administrative
Agent, for the benefit of Lenders, Cash Collateral in Dollars in an
amount at least equal to 105% of such Excess under the applicable
Facility or Facilities, which Cash Collateral shall be allocated to
secure Letters of Credit or Competitive Letters of Credit issued for the
account ACS, unless other Letters of Credit or Competitive Letters of
Credit are designated by Borrowers by written notice to the
Administrative Agent. The Administrative Agent may, at any time and from
time to time after the initial deposit of such Cash Collateral, request
that additional Cash Collateral be provided by the Borrowers in order to
protect against the results of further exchange rate fluctuations;
provided, however, that no Borrowing Subsidiary shall be required to
provide Cash Collateral in respect of any Letter of Credit issued for the
benefit of any other Borrowing Subsidiary. If, as of any Revaluation
Date, the value of the Cash Collateral exceeds the amount of the Excess,
ACS may request that the Administrative Agent release the amount of Cash
Collateral which exceeds such Excess, and, if upon such request no
Default then exists, the Administrative Agent shall promptly release (and
is hereby authorized by the Lenders to so release) such Cash Collateral
to ACS.




2.8 Termination or Reduction of Commitments. Borrowers may, upon notice
to the Administrative Agent, terminate the Aggregate Commitments, or from time
to time permanently reduce the Aggregate Commitments; provided that (i) any
such notice shall be received by the Administrative Agent not later than 12:00
p.m. five Business Days prior to the date of termination or reduction and shall
indicate the Facility being terminated or reduced (and if no such Facility is
indicated, such termination or reduction shall be deemed to apply to the
Primary Currency Facility until terminated in full), (ii) any such partial
reduction shall be in an aggregate amount of $10,000,000 or any whole multiple
of $1,000,000 in excess thereof, (iii) Borrowers shall not terminate or reduce
the Aggregate Commitments if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Outstandings would exceed the Aggregate
Commitments, (iv) if, after giving effect to any reduction of the Aggregate
Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate
Commitments, such Sublimit shall be automatically reduced by the amount of such
excess, and (v) any such notice delivered by a Borrower other than ACS shall be
with the consent of ACS. The Administrative Agent will promptly notify the
Primary Currency Lenders or Multi-Currency Lenders, as the case may be, of any
such notice of termination or reduction of the Aggregate Commitments. Any
reduction of the Aggregate Commitments shall be applied to the Primary Currency
Commitment or Multi-Currency Commitment, as applicable, of each Primary
Currency Lender or Multi-Currency Lender, as the case may be, according to its
Applicable Percentage. All fees accrued until the effective date of any
termination of the Aggregate Commitments shall be paid on the effective date of
such termination.



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2.9 Repayment of Loans.




     (a) Each Borrower shall repay to the Lenders on the Maturity Date
the aggregate principal amount of Committed Loans made to such Borrower
outstanding on such date. Notwithstanding the foregoing, ACS shall be
liable for the entire Obligations and shall repay the Obligations on the
Maturity Date and, with respect to Committed Loans made to a Borrower
(other than ACS), the liability of ACS and such Borrower shall be joint
and several. Notwithstanding anything to the contrary contained herein
or in any other Loan Document, no Borrowing Subsidiary shall be liable
for the payment or performance of the Obligations of any other Borrower.




     (b) The applicable Borrower shall repay to the applicable
Competitive Lender each Competitive Loan on the date or dates set forth
in the applicable Competitive Bids.




     (c) The applicable Borrower shall repay each Swing Line Loan on the
earlier to occur of (i) the date ten Business Days after such Loan is
made and (ii) the Maturity Date.



2.10 Interest.




     (a) Subject to the provisions of clause (b) below, (i) each
Eurocurrency Rate Committed Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum
equal to the Eurocurrency Rate for such Interest Period plus the
Applicable Margin; (ii) each Base Rate Committed Loan shall bear interest
on the outstanding principal amount thereof from the applicable borrowing
date at a rate per annum equal to the Base Rate plus the Applicable
Margin; (iii) each Eurocurrency Rate Competitive Loan shall bear interest
on the outstanding principal amount thereof for each Interest Period at a
rate per annum equal to the Eurocurrency Rate for such Interest Period
plus (or minus) the Competitive Loan Margin, (iv) each Fixed Rate Loan
shall bear interest on the outstanding principal amount thereof at the
Fixed Rate, (v) each Swing Line Loan denominated in Dollars shall bear
interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate minus 0.500%,
and (vi) each Swing Line Loan denominated in Euros shall bear interest on
the outstanding principal amount thereof from the applicable borrowing
date at a rate per annum equal to the sum of (A) the applicable Swing
Line Lender’s cost of funds, as determined by such Swing Line Lender in
good faith, (B) the Applicable Margin for Eurocurrency Rate Loans, and
(C) 1.50%.




     (i) If any amount of principal of any Loan is not paid when
due (without regard to any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, such amount shall
thereafter bear interest at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.




     (ii) If any amount (other than principal of any Loan) payable
by any Borrower under any Loan Document is not paid when due
(without regard to any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, then upon the request of
the Required Lenders, such amount shall thereafter bear interest at
a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.




     (iii) Upon the request of the Required Lenders, while any
Event of Default exists, the Borrowers shall pay interest on the
principal amount of all outstanding



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Obligations hereunder at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.




     (iv) Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be due and payable
upon demand.




     (b) Interest on each Committed Loan shall be due and payable in
arrears on each Interest Payment Date applicable thereto and at such
other times as may be specified herein. Interest on each Competitive
Loan shall be due and payable in arrears on each date set forth in the
respective Competitive Bid. Interest hereunder shall be due and payable
in accordance with the terms hereof before and after judgment, and before
and after the commencement of any proceeding under any Debtor Relief Law.



2.11 Fees. In addition to certain fees described in clauses (l) and (m)
of Section 2.4:




     (a) Facility Fee. Borrowers shall pay to the Administrative Agent
for the account of each Lender in accordance with its Applicable
Percentage, a facility fee in Dollars equal to the Applicable Margin
times the actual daily amount of the Aggregate Commitments (or, if the
Aggregate Commitments have terminated, on the Outstanding Amount of all
Committed Loans, Swing Line Loans and L/C Obligations), regardless of
usage. The facility fee shall accrue at all times during the
Availability Period (and thereafter so long as any Committed Loans, Swing
Line Loans or L/C Obligations remain outstanding), including at any time
during which one or more of the conditions in Section 4 is not met, and
shall be due and payable quarterly in arrears on the fifth Business Day
after ACS receives a written notice therefor from the Administrative
Agent in each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and on the Maturity Date
(and, if applicable, thereafter on demand). The facility fee shall be
calculated quarterly in arrears, 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 separately for each
period during such quarter that such Applicable Margin was in effect.




     (b) Utilization Fee. Borrowers shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage, a utilization fee in Dollars of 0.125% per annum times the
Total Outstandings on each day that the Total Outstandings exceed 50% of
the actual daily amount of the Aggregate Commitments then in effect (or,
if terminated, in effect immediately prior to such termination). The
utilization fee shall be due and payable quarterly in arrears on fifth
Business Day after ACS receives a written notice therefor from the
Administrative Agent in each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and
on the Maturity Date. The utilization fee shall be calculated quarterly
in arrears. The utilization fee shall accrue at all times, including at
any time during which one or more of the conditions in Section 4 is not
met.




     (c) Other Fees.




     (i) ACS shall pay to the Arrangers and the Administrative
Agent for their own respective accounts, in Dollars, fees in the
amounts and at the times specified in the Fee Letters. Such fees
shall be fully earned when paid and shall not be refundable for any
reason whatsoever.




     (ii) Borrowers shall pay to the Lenders and the Competitive
Lenders, as the case may be, in Dollars or such other currency
agreed by any such Competitive Lender,



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such fees, if any, as shall have been separately agreed upon
in writing in the amounts, upon such terms and at the times so
specified.



2.12 Computation of Interest and Fees. All computations of interest for
Base Rate Loans and Fixed Rate Loans shall be made on the basis of a year of
365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year), or, in the case of
interest in respect of Committed Loans denominated in Available Foreign
Currencies as to which market practice differs from the foregoing, in
accordance with such market practice. Interest shall accrue on each Loan for
the day on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid,
provided that any Loan that is repaid on the same day on which it is made
shall, subject to Section 2.14(a), bear interest for one day. Each
determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.




2.13 Evidence of Indebtedness.





     (a) The Credit Extensions made by each Lender and Competitive Lender
shall be evidenced by one or more accounts or records maintained by such
Lender and Competitive Lender, as the case may be, and by the
Administrative Agent in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender and
Competitive Lender, as the case may be, shall be conclusive absent
manifest error of the amount of the Credit Extensions made by the Lenders
and Competitive Lenders, as the case may be, to the Borrowers and the
interest and payments thereon. Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of
the Borrowers hereunder to pay any amount owing with respect to the
Obligations in accordance with the terms hereof. In the event of any
conflict between the accounts and records maintained by any Lender or
Competitive Lender, as the case may be, and the accounts and records of
the Administrative Agent in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of
manifest error.




     (b) Any Lender or Competitive Lender may request that Loans made by
it be evidenced by a Note in addition to such accounts or records
referred to in clause (a). In such event, the Borrowers shall execute
and deliver to such Lender or Competitive Lender, as the case may be, a
Note payable to the order of such Lender or Competitive Lender.




     (c) In addition to the accounts and records referred to in clause
(a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the
purchases and sales by such Lender of participations in Letters of Credit
and Swing Line Loans. In the event of any conflict between the accounts
and records maintained by the Administrative Agent and the accounts and
records of any Lender in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of
manifest error.



2.14 Payments Generally; Administrative Agent’s Clawback.





     (a) General. All payments to be made by the Borrowers shall be made
without condition or deduction for any counterclaim, defense, recoupment
or setoff. Except as otherwise expressly provided herein and except with
respect to principal of and interest on Loans denominated in an Available
Foreign Currency, all payments by the Borrowers hereunder shall be made
to the Administrative Agent, for the account of the respective Lenders to
which such payment is owed,



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at the applicable Administrative Agent’s Office in Dollars and in
Same Day Funds not later than 2:00 p.m. on the date specified herein.
Except as otherwise expressly provided herein, all payments by the
Borrowers hereunder with respect to principal and interest on Loans
denominated in an Available Foreign Currency shall be made to the
Administrative Agent, for the account of the respective Lenders to which
such payment is owed, at the applicable Administrative Agent’s Office in
such Available Foreign Currency and in Same Day Funds not later than the
Applicable Time specified by the Administrative Agent on the dates
specified herein. Without limiting the generality of the foregoing, the
Administrative Agent may require that any payments due under this
Agreement be made in the United States. If, for any reason, any Borrower
is prohibited by any Law from making any required payment hereunder in an
Available Foreign Currency, such Borrower shall make such payment in
Dollars in the Dollar Equivalent of the Available Foreign Currency
payment amount. The Administrative Agent will promptly distribute to
each Primary Currency Lender or Multi-Currency Lender, as the case may
be, its Applicable Percentage (or other applicable share as provided
herein, including, without limitation, its CAM Percentage share) of such
payment in like funds as received by wire transfer to such Lender’s
Lending Office. All payments received by the Administrative Agent (i)
after 2:00 p.m., in the case of payments in Dollars, or (ii) after the
Applicable Time specified by the Administrative Agent in the case of
payments in an Available Foreign Currency, shall in each case be deemed
received on the next succeeding Business Day and any applicable interest
or fee shall continue to accrue. If any payment to be made by any
Borrower shall come due on a day other than a Business Day, payment shall
be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.




     (b) Funding by Lenders; Presumption by Administrative Agent. Unless
the Administrative Agent shall have received notice from a Lender prior
to the proposed date of any Committed Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such
Committed Borrowing, the Administrative Agent may assume that such Lender
has made such share available on such date in accordance with Section 2.3
and may, in reliance upon such assumption, make available to the
applicable Borrower a corresponding amount. In such event, if a Lender
has not in fact made its share of the applicable Committed Borrowing
available to the Administrative Agent, then the applicable Lender and the
applicable Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount in Same Day Funds with
interest thereon, for each day from and including the date such amount is
made available to such Borrower to but excluding the date of payment to
the Administrative Agent, at (A) in the case of a payment to be made by
such Lender, the Overnight Rate and (B) in the case of a payment to be
made by such Borrower, the interest rate applicable to Base Rate Loans.
If such Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to such Borrower the amount of
such interest paid by such Borrower for such period. If such Lender pays
its share of the applicable Committed Borrowing to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Committed
Loan included in such Committed Borrowing. Any payment by such Borrower
shall be without prejudice to any claim such Borrower may have against a
Lender that shall have failed to make such payment to the Administrative
Agent.




     (c) Payments by Borrowers; Presumptions by Administrative Agent.
Unless the Administrative Agent shall have received notice from a
Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or any L/C Issuer
hereunder that such Borrower will not make such payment, the
Administrative Agent may assume that such Borrower has made such payment
on such date in accordance herewith and may, in



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reliance upon such assumption, distribute to the Lenders or the
applicable L/C Issuer, as the case may be, the amount due. In such
event, if such Borrower has not in fact made such payment, then each of
the Lenders or the applicable L/C Issuer, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or such L/C Issuer, in Same Day
Funds with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to
the Administrative Agent, at the Overnight Rate. A notice of the
Administrative Agent to any Lender or Borrower with respect to any amount
owing under this clause (c) shall be conclusive, absent manifest error.




     (d) Failure to Satisfy Conditions Precedent. If any Lender makes
available to the Administrative Agent funds for any Loan to be made by
such Lender to any Borrower as provided in the foregoing provisions of
this Section 2, and such funds are not made available to such Borrower by
the Administrative Agent because the conditions to the applicable Credit
Extension set forth in Section 4 are not satisfied or waived in
accordance with the terms hereof, the Administrative Agent shall return
such funds (in like funds as received from such Lender) to such Lender,
without interest.




     (e) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Committed Loans, to fund participations in Letters of
Credit and Swing Line Loans and to make payments pursuant to Section
9.4(c) are several and not joint. The failure of any Lender to make any
Committed Loan, to fund any such participation or to make any payment
under Section 9.4(c) on any date required hereunder shall not relieve any
other Lender of its corresponding obligation to do so on such date, and
no Lender shall be responsible for the failure of any other Lender to so
make its Committed Loan, to purchase its participation or to make its
payment under Section 9.4(c).




     (f) Funding Source. Nothing herein shall be deemed to obligate any
Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or
will obtain the funds for any Loan in any particular place or manner.



2.15 Sharing of Payments by Lenders. If any Lender Party shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of the Loans made by it, the
Competitive Letter of Credit Obligations held by it, the participations in L/C
Obligations or in Swing Line Loans held by it or (after giving effect to the
assignments of interests required under Section 7.13), the Competitive Bid
Loans held by it and or participations in Competitive Letters of Credit held by
it, in any such case resulting in such Lender Party’s receiving payment of a
proportion of the aggregate amount of such Loans or participations and accrued
interest thereon greater than its pro rata share thereof as provided herein,
then the Lender Party receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the relevant Loans, subparticipations in L/C Obligations,
Swing Line Loans, and Competitive Letter of Credit Obligations of the other
Lender Parties, or make such other adjustments as shall be equitable, so that
the benefit of all such payments shall be shared by the Lender Parties ratably
in accordance with the their respective pro rata shares of the relevant Loans
or participations, as provided herein, provided that:





     (i) if any such participations or subparticipations are
purchased and all or any portion of the payment giving rise thereto
is recovered, such participations or subparticipations shall be
rescinded and the purchase price restored to the extent of such
recovery, without interest; and



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     (ii) the provisions of this Section 2.15 shall not be
construed to apply to (A) any payment made by a Borrower pursuant
to and in accordance with the express terms of this Agreement or
(B) any payment obtained by a Lender Party as consideration for the
assignment of or sale of a participation in any of its Loans or
subparticipations in L/C Obligations, Competitive Letter of Credit
Obligations, or Swing Line Loans to any assignee or participant,
other than to ACS or any Subsidiary thereof (as to which the
provisions of this Section shall apply).




     Each Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender Party acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of setoff and counterclaim with respect to such participation
as fully as if such Lender Party were a direct creditor of such Borrower in the
amount of such participation.



2.16 Additional Borrowers.





     (a) ACS may at any time, upon not less than 5 Business Days’ notice
from ACS to the Administrative Agent (or such shorter period as may be
agreed by the Administrative Agent in its sole discretion), include any
Subsidiary of ACS (an “Applicant Borrower”) as an additional Borrower to
receive Loans hereunder by delivering to the Administrative Agent (which
shall promptly deliver counterparts thereof to each Lender) a duly
executed notice and agreement in substantially the form of Exhibit G (an
“Additional Borrower Notice and Assumption Agreement”). The parties
hereto acknowledge and agree that prior to any Applicant Borrower
becoming entitled to utilize the Facilities or submit a Competitive Bid
Request provided for herein the Administrative Agent and the Lenders
shall have received such documents and items, in form, content, and scope
reasonably satisfactory to Administrative Agent, set forth on Schedule
2.16 hereto. Within five (5) Business Days following receipt of all such
documents or items, the Administrative Agent shall either (i) notify ACS
of the need to correct, clarify, or supplement any of the items provided
pursuant to this clause (a) or (ii) send a notice in substantially the
form of Exhibit H (an “Additional Borrower Notice”) to ACS and the
Lenders specifying that the Applicant Borrower shall constitute a
Borrower for purposes hereof in accordance with the terms of the
Additional Borrower Notice. If the Administrative Agent has notified ACS
of the need to correct, clarify, or supplement any of the items provided
pursuant to this clause (a), within 5 Business Days of the receipt by the
Administrative Agent of any requested corrections, clarifications or
supplements to the items previously delivered pursuant to this clause
(a), the Administrative Agent shall either (i) notify ACS that such
Applicant Borrower has been rejected as a Borrower hereunder or (ii) send
an Additional Borrower Notice to ACS and the Lenders specifying that the
Applicant Borrower shall constitute a Borrower for purposes hereof in
accordance with the terms of the Additional Borrower Notice. Upon the
acceptance of any Applicant Borrower as a Borrower hereunder, each of the
Lenders agrees to permit such Borrower to receive Loans and request
Letters of Credit or Competitive Letters of Credit hereunder, on the
terms and conditions set forth herein, and each of the parties agrees
that such Borrower otherwise shall be a Borrower for all purposes of this
Agreement.




     (b) Notwithstanding anything to the contrary contained herein or any
other Loan Document, the obligations of each Borrowing Subsidiary to
repay its Obligations shall be several and not joint. The failure of any
Borrower to repay any of its Obligations shall not relieve any other
Borrower of its corresponding obligation to repay the Obligation.




     (c) Each Subsidiary of ACS that becomes a “Borrower” pursuant to
this Section 2.16 hereby irrevocably appoints ACS as its agent for all
purposes relevant to this Agreement and each of the other Loan Documents,
including (i) the giving and receipt of notices, (ii) the execution



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and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto, and (iii) the receipt
of the proceeds of any Loans made by the Lenders, to any such Borrower
hereunder. Any acknowledgment, consent, direction, certification or
other action which might otherwise be valid or effective only if given or
taken by all Borrowers, or by each Borrower acting singly, shall be valid
and effective if given or taken only by ACS, whether or not any such
other Borrower joins therein. Any notice, demand, consent,
acknowledgement, direction, certification or other communication
delivered to ACS in accordance with the terms of this Agreement shall be
deemed to have been delivered to each Borrower.




     (d) Upon the request of a Borrowing Subsidiary and so long as such
Borrowing Subsidiary has repaid in full all Obligations of such Borrowing
Subsidiary (other than contingent Obligations for which no demand has
been made), the Administrative Agent shall (and is hereby irrevocably
authorized by the Lender Parties to) execute a release of such Borrowing
Subsidiary from its obligations as a Borrower under the Loan Documents
(other than such obligations that expressly survive the termination of
the Aggregate Commitments and repayment of all other Obligations
hereunder) substantially in the form of Exhibit I; provided that the
Administrative Agent shall not be required to execute any document other
than such release of such Borrowing Subsidiary in substantially the form
attached hereto as Exhibit I.



2.17 Increase in Commitments.





     (a) Request for Increase. Provided there exists no Default, upon
notice to the Administrative Agent (which shall promptly notify the
Lenders), ACS may from time to time, request an increase in the Primary
Currency Commitments by an amount (for all such requests) not exceeding
$300,000,000; provided that any such request for an increase shall be in
a minimum amount of $10,000,000. At the time of sending such notice, ACS
(in consultation with the Administrative Agent) shall specify the time
period within which each Primary Currency Lender is requested to respond
(which shall in no event be less than ten Business Days from the date of
delivery of such notice to the Primary Currency Lenders).




     (b) Lender Elections to Increase. Each Primary Currency Lender
shall notify the Administrative Agent within such time period whether or
not it agrees to increase its Primary Currency Commitment and, if so,
whether by an amount equal to, greater than, or less than its Applicable
Percentage of such requested increase. Any Primary Currency Lender not
responding within such time period shall be deemed to have declined to
increase its Primary Currency Commitment.




     (c) Notification by Administrative Agent; Additional Lenders. The
Administrative Agent shall notify ACS and each Lender of the Lenders’
responses to each request made hereunder. To achieve the full amount of
a requested increase and subject to the approval of the Administrative
Agent, each L/C Issuer, and each Swing Line Lender, ACS may also invite
additional Eligible Assignees to become Primary Currency Lenders pursuant
to a joinder agreement in form and substance satisfactory to the
Administrative Agent and its counsel.




     (d) Effective Date and Allocations. If the Aggregate Commitments
are increased in accordance with this Section, the Administrative Agent
and ACS shall determine the effective date (the “Increase Effective
Date”) and the final allocation of such increase. The Administrative
Agent shall promptly notify ACS and the Primary Currency Lenders of the
final allocation of such increase and the Increase Effective Date.



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     (e) Conditions to Effectiveness of Increase. As a condition
precedent to such increase, ACS shall deliver to the Administrative Agent
a certificate of each Borrower dated as of the Increase Effective Date
(in sufficient copies for each Lender) signed by a Responsible Officer of
such Borrower (i) certifying and attaching the resolutions adopted by
such Borrower approving or consenting to such increase, and (ii) in the
case of ACS, certifying that, before and after giving effect to such
increase, (A) the representations and warranties contained in Section 5
and the other Loan Documents are true and correct in all material
respects on and as of the Increase Effective Date, except to the extent
that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct as of such earlier date,
and (B) no Default exists. The Borrowers shall prepay any Primary
Currency Committed Loans outstanding on the Increase Effective Date (and
pay any additional amounts required pursuant to Section 3.5) to the
extent necessary to keep the outstanding Primary Currency Committed Loans
ratable with any revised Applicable Percentages arising from any
nonratable increase in the Primary Currency Commitments under this
Section.




     (f) Conflicting Provisions. This Section shall supersede any
provisions in Section 2.14 or 9.1 to the contrary.




SECTION 3 TAXES, YIELD PROTECTION AND ILLEGALITY




3.1 Taxes.





     (a) Payments Free of Taxes. Any and all payments by or on account
of any obligation of the respective Borrowers hereunder or under any
other Loan Document shall be made free and clear of and without reduction
or withholding for any Indemnified Taxes or Other Taxes, provided that if
the applicable Borrower shall be required by applicable Law to deduct any
Indemnified Taxes (including any Other Taxes) from such payments, then
(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) the Administrative Agent and each Lender
Party, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) such Borrower shall
make such deductions and (iii) such Borrower shall timely pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.




     (b) Payment of Other Taxes by the Borrowers. Without limiting the
provisions of clause (a) above, each Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with
applicable law.




     (c) Indemnification by the Borrowers. Each Borrower (subject to the
proviso set forth below) shall indemnify the Administrative Agent and
each Lender Party, within 10 days after demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) paid by the Administrative Agent and such
Lender Party, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority; provided that
the liability of (i) each Borrowing Subsidiary shall be limited solely to
the indemnification obligations related to Loans made to or Letters of
Credit or Competitive Letters of Credit issued to such Borrowing
Subsidiary (or on such Borrowing Subsidiary’s behalf) and (ii) ACS shall
be for the indemnification obligations related to all Loans made to or
Letters of Credit or Competitive Letters of Credit issued to all
Borrowers. A certificate as to the amount of such payment or liability
delivered to a Borrower by



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a Lender Party (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender Party,
shall be conclusive absent manifest error.




     (d) Evidence of Payments. As soon as practicable after any payment
of Indemnified Taxes or Other Taxes by any Borrower to a Governmental
Authority, such Borrower shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.




     (e) Status of Lenders. Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the
jurisdiction in which a Borrower is resident for tax purposes, or any
treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to ACS (with a
copy to the Administrative Agent and the other applicable Borrowers), at
the time or times prescribed by applicable law or reasonably requested by
any applicable Borrower or the Administrative Agent, such properly
completed and executed documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a reduced rate
of withholding. In addition, any Lender Party, if requested by any
applicable Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by
such Borrower or the Administrative Agent as will enable such Borrower or
the Administrative Agent to determine whether or not such Lender Party is
subject to backup withholding or information reporting requirements.




     Without limiting the generality of the foregoing, in the event that
a Borrower is resident for tax purposes in the United States, any Foreign
Lender shall deliver to Borrowers and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to
the date on which such Foreign Lender becomes a Lender Party under this
Agreement (and from time to time thereafter upon the request of any
Borrower or the Administrative Agent, but only if such Foreign Lender is
legally entitled to do so), whichever of the following is applicable:




     (i) duly completed copies of Internal Revenue Service Form
W-8BEN claiming eligibility for benefits of an income tax treaty to
which the United States is a party,




     (ii) duly completed copies of Internal Revenue Service Form
W-8ECI,




     (iii) in the case of a Foreign Lender claiming the benefits of
the exemption for portfolio interest under Section 881(c) of the
Code, (x) a certificate to the effect that such Foreign Lender is
not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of the applicable Borrower
within the meaning of Section 881(c)(3)(B) of the Code, or (C) a
“controlled foreign corporation” described in Section 881(c)(3)(C)
of the Code and (y) duly completed copies of Internal Revenue
Service Form W-8BEN, or




     (iv) any other form prescribed by applicable law as a basis
for claiming exemption from or a reduction in United States Federal
withholding tax duly completed together with such supplementary
documentation as may be prescribed by applicable law to permit
Borrowers to determine the withholding or deduction required to be
made.




     Without limiting the obligations of the Lender Parties set forth
above regarding delivery of certain forms and documents to establish each
Lender Party’s status for U.S. withholding tax



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purposes, each Lender Party agrees promptly to deliver to the
Administrative Agent or Borrowers, as the Administrative Agent or
Borrowers shall reasonably request, on or prior to the Closing Date, and
in a timely fashion thereafter, such other documents and forms required
by any relevant taxing authorities under the Laws of any other
jurisdiction, duly executed and completed by such Lender Party, as are
required under such Laws to confirm such Lender Party’s entitlement to
any available exemption from, or reduction of, applicable withholding
taxes in respect of all payments to be made to such Lender Party outside
of the U.S. by the Borrowers pursuant to this Agreement or otherwise to
establish such Lender Party’s status for withholding tax purposes in such
other jurisdiction. Each Lender Party shall promptly (i) notify the
Administrative Agent of any change in circumstances which would modify or
render invalid any such claimed exemption or reduction, and (ii) take
such steps as shall not be materially disadvantageous to it, in the
reasonable judgment of such Lender Party, and as may be reasonably
necessary (including the re-designation of its Lending Office) to avoid
any requirement of applicable Laws of any such jurisdiction that any
Borrower make any deduction or withholding for taxes from amounts payable
to such Lender Party. Additionally, each of the Borrowers shall promptly
deliver to the Administrative Agent or any Lender Party, as the
Administrative Agent or such Lender Party shall reasonably request, on or
prior to the Closing Date, and in a timely fashion thereafter, such
documents and forms required by any relevant taxing authorities under the
Laws of any jurisdiction, duly executed and completed by such Borrower,
as are required to be furnished by such Lender Party or the
Administrative Agent under such Laws in connection with any payment by
the Administrative Agent or any Lender Party of Taxes or Other Taxes, or
otherwise in connection with the Loan Documents, with respect to such
jurisdiction.




     (f) Treatment of Certain Refunds. If the Administrative Agent or
any Lender Party determines, in its sole discretion, that it has received
a refund of any Taxes or Other Taxes as to which it has been indemnified
by any Borrower or with respect to which any Borrower has paid additional
amounts pursuant to this Section, it shall pay to such Borrower an amount
equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by such Borrower under this Section with
respect to the Taxes or Other Taxes giving rise to such refund), net of
all out-of-pocket expenses of the Administrative Agent or such Lender
Party, as the case may be, and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund),
provided that each Borrower, upon the request of the Administrative Agent
or such Lender Party, agrees to repay the amount paid over to such
Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such
Lender Party in the event the Administrative Agent or such Lender Party
is required to repay such refund to such Governmental Authority. This
clause shall not be construed to require the Administrative Agent or any
Lender Party to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to any Borrower or any
other Person.



3.2 Illegality. If any Lender or Competitive Lender determines that any
Law has made it unlawful, or that any Governmental Authority has asserted that
it is unlawful, for any Lender or Competitive Lender, or its applicable Lending
Office, to make, maintain or fund Eurocurrency Rate Loans (whether denominated
in Dollars or a Foreign Currency), or to determine or charge interest rates
based upon the Eurocurrency Rate, or any Governmental Authority has imposed
material restrictions on the authority of such Lender or Competitive Lender to
purchase or sell, or to take deposits of, Dollars or any Foreign Currency in
the applicable interbank market, then, on notice thereof by such Lender or
Competitive Lender to Borrowers through the Administrative Agent, any
obligation of such Lender or Competitive Lender to make or continue
Eurocurrency Rate Loans in the affected currency or currencies or, in the case
of Eurocurrency Rate Committed Loans in Dollars, to convert Base Rate Committed
Loans to




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Eurocurrency Rate Loans, shall be suspended until such Lender or
Competitive Lender notifies the Administrative Agent and Borrowers that the
circumstances giving rise to such determination no longer exist. Upon receipt
of such notice, ACS and the applicable Borrower shall, upon demand from such
Lender or Competitive Lender (with a copy to the Administrative Agent), prepay
or, if applicable and such Loans are denominated in Dollars, convert all such
Eurocurrency Rate Loans of such Lender to Base Rate Loans and of such
Competitive Lender, to a Fixed Rate Loan at a rate comparable to the rate
immediately prior to such conversion, either on the last day of the Interest
Period therefor, if such Lender or Competitive Lender may lawfully continue to
maintain such Eurocurrency Rate Loans to such day, or immediately, if such
Lender or Competitive Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans. Upon any such prepayment or conversion, ACS and the
applicable Borrower shall also pay accrued interest on the amount so prepaid or
converted.




3.3 Inability to Determine Rates. If the Required Lenders determine that
for any reason in connection with any request for a Eurocurrency Rate Loan or a
conversion to or continuation thereof that (a) deposits (whether in Dollars or
an Available Foreign Currency) are not being offered to banks in the applicable
offshore interbank market for such currency for the applicable amount and
Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable
means do not exist for determining the Eurocurrency Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan (whether
denominated in Dollars or an Available Foreign Currency), or (c) the
Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will
promptly so notify the applicable Borrower and each Lender. Thereafter, the
obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the
affected currency or currencies shall be suspended until the Administrative
Agent (upon the instruction of the Required Lenders) revokes such notice. Upon
receipt of such notice, the applicable Borrower may revoke any pending request
for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in
the affected currency or currencies or, failing that, will be deemed to have
converted such request into a request for a Committed Borrowing of Base Rate
Loans in the amount specified therein.




3.4 Increased Costs; Reserves on Eurocurrency Rate Loans.





     (a) Increased Costs Generally. If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special
deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit
extended or participated in by, any Lender or Competitive Lender
(except any reserve requirement contemplated by Section 3.4(e)) or
any L/C Issuer or any Competitive Letter of Credit Issuer;




     (ii) subject any Lender Party to any tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit,
any participation in a Letter of Credit or any Eurocurrency Rate
Loan made by it, or change the basis of taxation of payments to
such Lender Party in respect thereof (except for Indemnified Taxes
or Other Taxes covered by Section 3.1 and the imposition of, or any
change in the rate of, any Excluded Tax payable by such Lender
Party); or




     (iii) impose on any Lender Party or the London interbank
market any other condition, cost or expense affecting this
Agreement or Eurocurrency Rate Loans made by such Lender Party, any
Letter of Credit or participation therein, or any Competitive
Letter of Credit;



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and the result of any of the foregoing shall be to increase the cost to
such Lender Party of making or maintaining any Eurocurrency Rate Loan (or
of maintaining its obligation to make any such Loan), or to increase the
cost to such Lender Party of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or
to issue any Letter of Credit or Competitive Letters of Credit, as the
case may be), or to reduce the amount of any sum received or receivable
by such Lender Party hereunder (whether of principal, interest or any
other amount) then, upon request of such Lender Party, each Borrower
(subject to the proviso set forth below) shall pay to such Lender Party,
as the case may be, such additional amount or amounts as will compensate
such Lender Party, as the case may be, for such additional costs incurred
or reduction suffered; provided that the liability of (i) each Borrowing
Subsidiary shall be limited solely to such additional amounts as are
related to Loans made to or Letters of Credit or Competitive Letters of
Credit issued to such Borrowing Subsidiary (or on such Borrowing
Subsidiary’s behalf) and (ii) ACS shall be for such additional amounts
related to all Loans made to or Letters of Credit or Competitive Letters
of Credit issued to all Borrowers.




     (b) Capital Requirements. If any Lender Party determines that any
Change in Law affecting such Lender Party or any Lending Office of such
Lender Party, or such Lender Party’s, holding company, if any, regarding
capital requirements has or would have the effect of reducing the rate of
return on such Lender Party’s capital or on the capital of such Lender
Party’s holding company, if any, as a consequence of this Agreement, the
Commitments of such Lender or the Loans made by, Letters of Credit and
Competitive Letters of Credit issued by, or participations in Letters of
Credit held by, such Lender Party, to a level below that which such
Lender Party or such Lender Party’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender Party’s
policies and the policies of such Lender Party’s holding company with
respect to capital adequacy), then from time to time each Borrower
(subject to the proviso set forth below) shall pay to such Lender Party,
as the case may be, such additional amount or amounts as will compensate
such Lender Party or such Lender Party’s holding company for any such
reduction suffered; provided that the liability of (i) each Borrowing
Subsidiary shall be limited solely to such additional amounts as are
related to Loans made to or Letters of Credit or Competitive Letters of
Credit issued to such Borrowing Subsidiary (or on such Borrowing
Subsidiary’s behalf) and (ii) ACS shall be for such additional amounts
related to all Loans made to or Letters of Credit or Competitive Letters
of Credit issued to all Borrowers.




     (c) Certificates for Reimbursement. A certificate of a Lender Party
setting forth the amount or amounts necessary to compensate such Lender
Party or its holding company, as the case may be, as specified in clause
(a) or (b) of this Section 3.4 and delivered to ACS and the applicable
Borrower shall be conclusive absent manifest error. ACS or the
applicable Borrower shall pay such Lender Party, as the case may be, the
amount shown as due on any such certificate within 10 days after receipt
thereof.




     (d) Delay in Requests. Failure or delay on the part of any Lender
Party to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender Party’s right to
demand such compensation, provided that no Borrower shall be required to
compensate a Lender Party pursuant to the foregoing provisions of this
Section for any increased costs incurred or reductions suffered more than
nine months prior to the date that such Lender Party, as the case may be,
notifies the applicable Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender Party’s intention to
claim compensation therefor (except that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the
nine-month period referred to above shall be extended to include the
period of retroactive effect thereof).



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     (e) Additional Reserve Requirements. Each Borrower (subject to the
proviso set forth below) shall pay to each Lender Party, (i) as long as
such Lender Party shall be required to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency funds or
deposits additional interest on the unpaid principal amount of each
Eurocurrency Rate Loan equal to the actual costs of such reserves
allocated to such Loan by such Lender Party (as determined by such Lender
Party in good faith, which determination shall be conclusive), and (ii)
as long as such Lender Party shall be required to comply with any reserve
ratio requirement or analogous requirement of any other central banking
or financial regulatory authority imposed in respect of the maintenance
of the Primary Currency Commitments or the Multi-Currency Commitments or
the funding of the Eurocurrency Rate Loans, such additional costs
(expressed as a percentage per annum and rounded upwards, if necessary,
to the nearest five decimal places) equal to the actual costs allocated
to such Primary Currency Commitment, Multi-Currency Commitment or Loan by
such Lender Party (as determined by such Lender Party in good faith,
which determination shall be conclusive), which in each case shall be due
and payable on each date on which interest is payable on such Loan;
provided that the liability of (i) each Borrowing Subsidiary shall be
limited solely to such additional interest or amounts as are related to
Loans made to or Letters of Credit or Competitive Letters of Credit
issued to such Borrowing Subsidiary (or on such Borrowing Subsidiary’s
behalf) and (ii) ACS shall be for such additional interest or amounts
related to all Loans made to or Letters of Credit or Competitive Letters
of Credit issued to all Borrowers, provided further that ACS and the
applicable Borrowing Subsidiary (if any) shall have received at least 10
days’ prior notice (with a copy to the Administrative Agent) of such
additional interest or costs from such Lender Party. If a Lender Party
fails to give notice 10 days prior to the relevant Interest Payment Date,
such additional interest or costs shall be due and payable 10 days from
receipt of such notice.




3.5 Compensation for Losses. Upon demand of any Lender Party, as
applicable (with a copy to the Administrative Agent), from time to time, each
Borrower (subject to the proviso set forth below) shall promptly compensate
such Lender or Competitive Lender for and hold such Lender or Competitive
Lender harmless from any loss, cost or expense incurred by it as a result of
the following; provided that the liability of (i) each Borrowing Subsidiary
shall be limited solely to such loss, cost or expense as are related to Loans
made to or Letters of Credit or Competitive Letters of Credit issued to such
Borrowing Subsidiary (or on such Borrowing Subsidiary’s behalf) and (ii) ACS
shall be for such loss, cost or expense related to all Loans made to or Letters
of Credit or Competitive Letters of Credit issued to all Borrowers:





     (a) any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic,
by reason of acceleration, or otherwise);




     (b) any failure by any Borrower (for a reason other than the failure
of such Lender Party to make a Loan) to prepay, borrow, continue or
convert any Loan other than a Base Rate Loan or Fixed Rate Loan, as
applicable, on the date or in the amount notified by ACS or the
applicable Borrower;




     (c) any failure by any Borrower to make payment of any Loan or
drawing under any Letter of Credit or Competitive Letter of Credit (or
interest due thereon) denominated in a Foreign Currency on its scheduled
due date or any payment thereof in a different currency; or




     (d) any assignment of a Eurocurrency Rate Loan on a day other than
the last day of the Interest Period therefor as a result of a request by
ACS pursuant to Section 3.6;



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including any loss of anticipated profits, any foreign exchange losses and any
loss or expense arising from the liquidation or reemployment of funds obtained
by it to maintain such Loan, from fees payable to terminate the deposits from
which such funds were obtained or from the performance of any foreign exchange
contract. Each Borrowing Subsidiary, severally, and ACS, jointly and
severally, shall also pay any customary administrative fees charged by such
Lender or Competitive Lender in connection with the foregoing.




     For purposes of calculating amounts payable by ACS or the applicable
Borrower to any Lender Party under this Section 3.5, such Lender Party shall be
deemed to have funded each Eurocurrency Rate Loan made by it at the
Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the
offshore interbank market for such currency for a comparable amount and for a
comparable period, whether or not such Eurocurrency Rate Loan was in fact so
funded.



3.6 Mitigation Obligations; Replacement of Lenders and Competitive Lenders.





     (a) Designation of a Different Lending Office. If any Lender or
Competitive Lender requests compensation under Section 3.4, or any
Borrower is required to pay any additional amount to any Lender, any
Competitive Lender or any Governmental Authority for the account of any
Lender or Competitive Lender pursuant to Section 3.1, or if any Lender or
Competitive Lender gives a notice pursuant to Section 3.2, then such
Lender or Competitive Lender, as the case may be, shall use reasonable
efforts to designate a different Lending Office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of
such Lender or Competitive Lender, such designation or assignment (i)
would eliminate or reduce amounts payable pursuant to Section 3.1 or 3.4,
as the case may be, in the future, or eliminate the need for the notice
pursuant to Section 3.2, as applicable, and (ii) in each case, would not
subject such Lender or Competitive Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender or
Competitive Lender. ACS hereby agrees to pay (or to cause the applicable
Borrower to pay in accordance with the terms of this Agreement) all
reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment.




     (b) Replacement of Lenders. If any Lender or Competitive Lender
requests compensation under Section 3.4, or if any Borrower is required
to pay any additional amount to any Lender, any Competitive Lender or any
Governmental Authority for the account of any Lender or Competitive
Lender pursuant to Section 3.1, or if any Lender or Competitive Lender is
a Defaulting Lender, then ACS may, at its sole expense and effort, upon
notice to such Lender or Competitive Lender and the Administrative Agent,
require such Lender or Competitive Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 9.6), all of its interests, rights
and obligations under this Agreement and the related Loan Documents to an
assignee that shall assume such obligations (which assignee may be
another Lender Party, if such Lender Party accepts such assignment),
provided that:




     (i) ACS shall have paid (or caused another Borrower to pay) to
the Administrative Agent the assignment fee specified in Section
9.6(b);




     (ii) such Lender or Competitive Lender, as applicable, shall
have received payment of an amount equal to the outstanding
principal of its Loans, L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and
under the other Loan Documents (including any amounts under Section
3.5) from the



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assignee (to the extent of such outstanding principal and
accrued interest and fees) or a Borrower (in the case of all other
amounts);




     (iii) in the case of any such assignment resulting from a
claim for compensation under Section 3.4 or payments required to be
made pursuant to Section 3.1, such assignment will result in a
reduction in such compensation or payments thereafter; and




     (iv) such assignment does not conflict with applicable Laws.




     No Lender or Competitive Lender shall be required to make any such
assignment or delegation if, prior thereto, as a result of a waiver by
such Lender or Competitive Lender or otherwise, the circumstances
entitling ACS to require such assignment and delegation cease to apply.



3.7 Survival. All of the Borrowers’ obligations under this Section 3
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.




SECTION 4 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS




4.1 Conditions of Initial Credit Extension. The obligation of any L/C
Issuer and each Lender to make its initial Credit Extension hereunder is
subject to satisfaction of each of the conditions precedent described on
Schedule 4.1.




4.2 Conditions to all Credit Extensions. The obligation of each Lender
Party to honor any Request for Credit Extension (other than a Committed Loan
Notice requesting only a conversion of Committed Loans to the other Type, or a
continuation of Eurocurrency Rate Committed Loans) is subject to the following
conditions precedent:





     (a) The representations and warranties of (i) the Borrowers
contained in Section 5 (other than those representations and warranties
in Section 5.5(b), except with respect to the initial Credit Extension)
and (ii) each Borrower contained in each other Loan Document or in any
document furnished at any time under or in connection herewith or
therewith, shall be true and correct in all material respects on and as
of the date of such Credit Extension, except to the extent that such
representations and warranties specifically refer to an earlier date, in
which case they shall be true and correct as of such earlier date;




     (b) No Default shall exist, or would result from such proposed
Credit Extension or the application of the proceeds thereof;




     (c) The Administrative Agent and, if applicable, the applicable L/C
Issuer or the applicable Swing Line Lender shall have received a Request
for Credit Extension in accordance with the requirements hereof;




     (d) If the applicable Borrower is a Subsidiary of ACS, then the
conditions of Section 2.16 to the designation of such Borrower as an
additional Borrower shall have been met to the satisfaction of the
Administrative Agent; and




     (e) In the case of a Credit Extension to be denominated in an
Available Foreign Currency, there shall not have occurred any change in
national or international financial, political or economic conditions or
currency exchange rates or exchange controls which in the reasonable



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opinion of the Administrative Agent, the Multi-Currency Lenders (in
the case of any Loans to be denominated in an Available Foreign Currency)
or the applicable L/C Issuer (in the case of any Letter of Credit to be
denominated in an Available Foreign Currency) would make it impracticable
for such Credit Extension to be denominated in the relevant Available
Foreign Currency.



     Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurocurrency Rate Committed Loans) submitted by any Borrower
shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.2(a) and (b) have been satisfied on and as of the date
of the applicable Credit Extension.



SECTION 5 REPRESENTATIONS AND WARRANTIES




     ACS, for itself and on behalf of each Company (and each Borrowing
Subsidiary, for itself and on behalf of each of its Subsidiaries, to the extent
any representations and warranties are applicable to such Borrowing Subsidiary
or its Subsidiaries), represents and warrants to the Administrative Agent and
the Lender Parties as follows:



5.1 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 Indebtedness existing under the
Existing Credit Agreement and to pay the related costs and expenses; (b) to
finance Acquisitions; (c) for working capital of the Companies; and (d) for
general corporate purposes. 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 FRB, as
amended).




5.2 Existence, Good Standing, Authority, and Authorizations. Each
Borrower and, except where not a Material Adverse Event, 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 and is in full force and effect is
required by reason of or in connection with the execution and performance of
the Loan Documents by the Borrowers.




5.3 Authorization and Contravention. The execution and delivery by each
Borrower of each Loan Document to which it is a party and the performance by
such Borrower of its obligations thereunder (a) are within the organizational
power of such Borrower; (b) will have been duly authorized by all necessary
organizational action on the part of such Borrower 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
Organization Documents of such Borrower, (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




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Material Agreement to which it is a party, and (g) will not result in the
creation or imposition of any Lien on any asset of any Borrower, other than
Permitted Liens.




5.4 Binding Effect. Upon execution and delivery by all parties thereto,
each Loan Document will constitute a legal, valid, and binding obligation of
each Borrower party thereto, enforceable against each such Borrower in
accordance with its terms, except as enforceability may be limited by
applicable Debtor Relief Laws and general principles of equity.




5.5 Financial Statements.





     (a) 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.




     (b) Except for transactions directly related to, specifically
contemplated by, or expressly permitted by, the Loan Documents, and
except where not a Material Adverse Event, (i) 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
(ii) no Company has incurred any liability (including, without
limitation, any liability under any Environmental Law), direct or
indirect, fixed or contingent, after such date.



5.6 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 6.13(b)(vi)) have been satisfied or
for which nonpayment thereof is not a Material Adverse Event.




5.7 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.




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5.8 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
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.



5.9 Properties; Liens. Except where not a Material Adverse Event, each
Company has good and marketable title to all its property reflected in 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.




5.10 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 FRB) which regulates the incurrence of Indebtedness.




5.11 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.




5.12 Compliance with Laws. No Company is in violation of any Laws
(including, without limitation, Environmental Laws and the rules and
regulations promulgated by the Office of Foreign Assets Control) 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.




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




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5.14 Full Disclosure. No representation or warranty of any Borrower
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 the Administrative Agent or any
Lender Party by or on behalf of any Borrower 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 Borrower 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.




5.15 No Default. No Default exists or will arise as a result of the
execution of the Loan Documents or of any Borrowing hereunder.




SECTION 6 COVENANTS




     ACS covenants and agrees (and agrees to cause its Subsidiaries and, with
respect to Section 6.10, its ERISA Affiliates) and to the extent any covenants
are applicable to any Borrowing Subsidiary, then such Borrowing Subsidiary
covenants and agrees (and agrees to cause its Subsidiaries and, with respect to
Section 6.10, 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 L/C
Issuer is committed to issue Letters of Credit under this Agreement and
thereafter until the payment in full of the Total Outstandings (and termination
of outstanding Letters of Credit and Competitive Letters of Credit, if any) and
payment in full of any other Obligations then due and owing, unless Borrowers
receive a prior written consent to the contrary by the Administrative Agent as
authorized by Required Lenders:



6.1 Use of Proceeds. Borrowers shall use (and shall cause each other
Company to use) the proceeds of Borrowings only for the purposes represented
herein.




6.2 Books and Records. The Companies shall maintain books, records, and
accounts necessary to prepare financial statements in accordance with GAAP.




6.3 Items to be Furnished. ACS shall cause the following to be furnished
to the Administrative Agent for delivery to Lender Parties:





     (a) Promptly after preparation, and no later than 90 days after the
last day of each fiscal year of ACS (commencing with the fiscal year
ending June 30, 2005), 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
(commencing with the fiscal quarter ending September 30, 2004), Financial
Statements showing the consolidated financial condition and



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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) a Default specifying the nature thereof and what
action any Company has taken, is taking, or proposes to take with respect
thereto, (iii) 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, (iv) 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 liability is a Material Adverse Event, (v) any public
announcement by Moody’s or S&P of any change in a Debt Rating, or (vi)
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 and Form
10-Q, filed by or on behalf of any Company), and, if requested by the
Administrative Agent any other Governmental Authority; provided that,
with respect to the filing of Form 8-K‘s with the Securities and Exchange
Commission, ACS may provide notice of such filing to the Administrative
Agent in lieu of providing actual copies thereof.




     (f) Promptly upon request therefor by the Administrative Agent or
Lender Parties, 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.



6.4 Inspections. Upon reasonable notice, the Companies shall allow
Administrative Agent or any Lender Party (or their respective Related Parties)
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.




6.5 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.




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6.6 Payment of Obligations. Borrowers shall pay the Obligations in
accordance with the terms and provisions of the Loan Documents. ACS shall be
liable for the payment and performance of the entire Obligations and, with
respect to Obligations owed by any Borrowers (other than ACS), ACS shall be
jointly and severally liable with such Borrower. Notwithstanding anything to
the contrary contained herein or in any other Loan Document, each Borrowing
Subsidiary shall be liable solely for the portion of the Obligations that such
Borrowing Subsidiary borrows or uses (including, without limitation, directly
or indirectly through inter-company loans from a Borrower, capital
contributions from a Borrower, or otherwise). 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 Obligations] are being contested in good faith by appropriate
proceedings and against which reserves or other provision required by GAAP has
been made).




6.7 Maintenance of Existence, Assets, and Business. Except as otherwise
permitted by Section 6.21, 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 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.




6.8 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 the
Administrative Agent, ACS will furnish to Lender Parties information presented
in reasonable detail as to the insurance so carried.




6.9 Preservation and Protection of Rights. Each Borrower, and each
Subsidiary thereof on whose account a Letter of Credit or Competitive Letter of
Credit has been issued, 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 the Administrative Agent and Lender Parties under any Loan Document.




6.10 Employee Benefit Plans. Except where not a Material Adverse Event,
no Borrower shall permit any of the events or circumstances described in
Section 5.8 to exist or occur.




6.11 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 Borrower or at any facility
operated by any Borrower 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.




6.12 Indebtedness. No Borrower shall permit any of its Subsidiaries to,
directly or indirectly, create, incur, or suffer to exist any Indebtedness,
other than: (i) the Obligations; and (ii) other Indebtedness, so long as on any
date of determination, such other Indebtedness of all Subsidiaries of ACS in
the aggregate (without duplication) does not exceed 10% of Net Worth as
reflected on the Compliance Certificate most recently delivered pursuant to
Section 6.3(a)(ii).




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6.13 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 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 all of the Obligations;




     (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, for purposes of each of
clauses (x), (y), and (z), (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, individually and in the aggregate, 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



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securing purchase money obligations, those Liens never cover
any assets except the assets purchased or financed by such
obligations;




     (viii) Liens on the accounts receivable to the extent
permitted by Section 6.20;




     (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 6.13(b)); and




     (x) Other Liens not otherwise permitted by this Section
6.13(b), so long as on any date of determination, the Indebtedness
(including indebtedness and obligations owed by one Company to
another Company) secured by such Liens does not exceed 1% of the
book value of the assets of the Companies in the aggregate.



6.14 Transactions with Affiliates. No Company shall (a) enter into any
material transaction with any of its Affiliates that is not a Company
(excluding transactions permitted under Section 6.21), other than transactions
in the ordinary course of business and upon fair and reasonable terms not
materially less favorable than such Company could obtain or could become
entitled to in an arm’s-length transaction with a Person that was not its
Affiliate, 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.




6.15

Compliance with Laws and Documents. No Company shall violate the
provisions of any Laws (including, without limitation, Environmental Laws,
Environmental Permits, ERISA, OSHA, and the rules and regulations promulgated
by the Office of Foreign Assets Control) 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 Organization Documents,
or modify, repeal, replace, or amend any provision of its Organization
Documents in a manner that would not allow a Borrower to fulfill its
obligations under the Loan Documents. Without limiting the foregoing, no
Company shall violate any Laws applicable to, or in connection with, any
repurchase by any Company of its capital stock, if such violation is a Material
Adverse Event.




6.16 Accounting Methods. No Company shall change its method of
accounting, other than immaterial changes in methods or as permitted by GAAP.




6.17 Government Regulations. No Company shall 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
FRB) which regulates the incurrence of Indebtedness.




6.18 Restrictions on Subsidiaries. No Material Subsidiary shall enter
into or permit to exist any material arrangement or agreement which directly or
indirectly prohibits any such Material Subsidiary from (a) declaring, making,
or paying, directly or indirectly, any Distribution to any Borrower, (b) paying
any Indebtedness owed by a Material Subsidiary to any Borrower, (c) making
loans, advances, or investments to any Borrower, or (d) transferring any of its
property or assets to any Borrower; 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 Material




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Subsidiary pending the sale of such Material Subsidiary, so long as such
restrictions and conditions apply only to the Material Subsidiary that is to be
sold and such sale is not prohibited by the Loan Documents.




6.19 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 of their assets (determined on a
consolidated basis with respect to ACS and all of its Subsidiaries), other than
to other Companies.




6.20 Accounts Receivable Financing. No Company shall sell, securitize, or
otherwise transfer or encumber accounts receivable resulting in fundings
aggregating more than $500,000,000 at any one time outstanding.




6.21 Mergers and Dissolutions. No Borrower shall, directly or indirectly,
merge or consolidate with any Person, other than as a result of an
Acquisition. No Material Subsidiary shall, directly or indirectly, merge or
consolidate with any Person other than a Company unless, after giving effect
thereto, Borrowers are in compliance with Section 6.22, and the consummation of
any such merger or consolidation shall be deemed to be a representation by ACS
to the Lender Parties of such compliance. No Borrower 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 6.21 and (ii) other liquidations, wind ups, or dissolutions of
Borrowing Subsidiaries, so long as no Default exists or arises as a result
therefrom. No Material 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 6.21 and (ii)
other liquidations, wind ups, or dissolutions of Borrowing Subsidiaries or
other Material Subsidiaries, so long as after giving effect thereto, Borrowers
are in compliance with Section 6.22, and the consummation of any such
liquidation, wind up, or dissolution shall be deemed to be a representation by
ACS to the Lender Parties of such compliance.




6.22 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) Interest Coverage Ratio. Borrowers shall never permit the
Interest Coverage Ratio to be less than 3.50 to 1.00.



SECTION 7 EVENTS OF DEFAULT AND REMEDIES




     The term “Event of Default” means the occurrence of any one or more of the
following events:



7.1 Payment of Obligation. The failure or refusal of ACS or any other
Borrower liable therefor to pay (a) when and as required to be paid herein, and
in the currency required hereunder, any amount of principal of any Loan, any
L/C Obligation, or any Competitive Letter of Credit Obligation; (b) interest,
fees, or any other part of the Obligations 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 within ten (10) Business Days after demand therefor.




7.2 Covenants. The failure or refusal of ACS (and, if applicable, any
other Borrower) to punctually and properly perform, observe, and comply with:





     (a) Any covenant, agreement, or condition contained in Sections
6.1, 6.3, 6.4, 6.7(a) (with respect to any Borrower), 6.10, 6.12, 6.13,
and 6.19 through 6.22; and



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     (b) Any other covenant, agreement, or condition contained in any
Loan Document (other than the covenants to pay the Obligations set forth
in Section 7.1 and the covenants in Section 7.2(a)), and such failure or
refusal continues for 30 days.




7.3 Debtor Relief.





     (a) Any Borrower (i) shall not be Solvent or (ii) fails to pay its
debts generally as they become due or (b) any Borrower or any Substantial
Subsidiary, (i) voluntarily seeks, consents to, or acquiesces in the
benefit of any Debtor Relief Law with respect to itself, 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).



7.4 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.




7.5 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.




7.6 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.




7.7 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 Equity Interests
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 Equity Interests 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 7.7(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 Equity Interests 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.




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     7.8 Default Under Other Indebtedness and Agreements.




     (a) In respect of any Indebtedness 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 Indebtedness to cause, whether or not it
elects to cause, any of that Indebtedness to become due (whether by
acceleration, redemption, or otherwise) before its stated maturity or
regularly scheduled payment dates, which default, event, or condition
could reasonably be expected to cause a Material Adverse Event; or




     (b) any default or other event or condition occurs or exists with
respect to any Indebtedness of any Company (individually or collectively)
in excess of $100,000,000 and such Indebtedness is accelerated or a
mandatory redemption arises as a result thereof.



7.9 Employee Benefit Plans.





     (a) Any Borrower 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 Borrowers and the ERISA Affiliates to any Employee Plan,
Multiemployer Plan, or the PBGC (or any combination thereof) shall
constitute a Material Adverse Event.



7.10 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 Borrower party
thereto or any Borrower shall deny in writing that it has any or any further
liability or obligations under any Loan Document to which it is a party.




7.11 Remedies Upon Event of Default. If any Event of Default occurs and
is continuing, the Administrative Agent shall, at the request of, or may, with
the consent of, the Required Lenders, take any or all of the following actions:





     (a) declare the commitment of each Lender Party to make Loans and
any obligation of each L/C Issuer to make L/C Credit Extensions and of
each Competitive Letter of Credit Issuer to issue Competitive Letters of
Credit to be terminated, whereupon such commitments and obligation shall
be terminated;




     (b) declare the unpaid principal amount of all outstanding Loans,
all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document to be immediately due
and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrowers;




     (c) require that Borrowers Cash Collateralize the L/C Obligations
and the Competitive Letter of Credit Obligations (in an amount equal to
the then Outstanding Amounts thereof); and



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     (d) exercise on behalf of itself and the Lender Parties all rights
and remedies available to it and the Lender Parties under the Loan
Documents;




provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to any Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender Party to make Credit Extensions to
such Borrower shall automatically terminate, the unpaid principal amount of all
outstanding Loans made to such Borrower and all interest and other amounts
owing by such Borrower shall automatically become due and payable, and the
obligation of ACS and such Borrower to Cash Collateralize the L/C Obligations
and the Competitive Letter of Credit Obligations owing by such Borrower shall
automatically become effective, in each case without further act of the
Administrative Agent or any Lender Party, including presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived
by the Borrowers.




7.12 Application of Funds.





     (a) Allocation Among Borrowers. After the occurrence and during the
continuance of an Event of Default, (i) any amounts received or collected
from a Borrower other than ACS shall be applied by the Administrative
Agent only to the Obligations of such Borrower in the order specified in
the following clauses (b) or (c), as applicable, and (ii) any amounts
received or collected from ACS shall be applied by the Administrative
Agent (A) first to those Obligations for which ACS is severally liable
and for which no other Borrower is liable and then (B) to the Obligations
for which ACS is jointly and severally liable with other Borrowers or is
liable as a Guarantor, with all such applications of funds with respect
to Obligations of ACS being further applied by the Administrative Agent
in the order specified in the following clauses (b) or (c), as
applicable.




     (b) Order of Application of Funds on and After the Conversion Date.
On and after the occurrence of the Conversion Date, any amounts received
or collected from any Borrower shall be applied to the Obligations by the
Administrative Agent in the following order and manner:




     First, to payment of that portion of such Obligations constituting
fees, indemnities, expenses, and other amounts (including fees, charges,
and disbursements of counsel to the Administrative Agent and amounts
payable under Section 3) payable by ACS or any other Borrower (as the
case may be) to the Administrative Agent in its capacity as such;




     Second, to payment of that portion of such Obligations constituting
fees, indemnities and other amounts (other than principal and interest)
payable by ACS or any other Borrower (as the case may be) to the Lender
Parties (including fees, charges and disbursements of counsel to the
respective Lender Parties (including fees and time charges for attorneys
who may be employees of any Lender Party) and amounts payable under
Section 3), ratably among such Lender Parties in proportion to the Dollar
Equivalent of the amounts described in this clause Second payable to
them;




     Third, to payment of that portion of such Obligations constituting
accrued and unpaid interest on the Loans, L/C Borrowings, Competitive LC
Unreimbursed Amounts and other Obligations payable by ACS or any other
Borrower (as the case may be), allocated ratably among the Lender Parties
in accordance with their applicable CAM Percentages of the respective
amounts described in this clause Third payable to them;




     Fourth, to payment of that portion of the Obligations constituting
unpaid principal of the Loans, L/C Borrowings and Competitive LC
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other Borrower (as the case may be), allocated ratably among the
Lender Parties in accordance with their applicable CAM Percentage of the
respective amounts described in this clause Fourth held by them;




     Fifth, to the Administrative Agent for the account of the L/C
Issuers and the Competitive Letter of Credit Issuers, to Cash
Collateralize that portion of the L/C Obligations and the Competitive
Letter of Credit Obligations comprised of the aggregate undrawn amount of
Letters of Credit and Competitive Letters of Credit issued for the
account of ACS or its Subsidiaries or other Borrowers and its
Subsidiaries (as the case may be);




     Sixth, to the remaining Obligations owed by ACS or any Borrower (as
the case may be), including, without limitation, in the case of ACS, all
Obligations for which ACS is jointly and severally liable with other
Borrowers or is liable as a Guarantor, allocated among such remaining
Obligations as determined by the Administrative Agent and the Required
Lenders and applied to such Obligations in the order specified in this
clause (b); and




     Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full in cash, to ACS or the applicable Borrower (as
the case may be) or as otherwise required by Law.




Subject to Sections 2.4(j) and 2.6(k), amounts used to Cash Collateralize
the aggregate undrawn amount of Letters of Credit and Competitive Letters
of Credit pursuant to clause Fifth above shall be applied to satisfy
drawings under such Letters of Credit and Competitive Letters of Credit
as they occur. If any amount remains on deposit as Cash Collateral after
all Letters of Credit and Competitive Letters of Credit have either been
fully drawn or expired or the amount on deposit exceeds the amount
required by Sections 2.4(j) and 2.6(k)(vii), then such remaining amount
or excess shall be applied to the other Obligations, if any, in the order
set forth above.




     (c) Order of Application of Funds After an Event of Default But
Prior to the Conversion Date. To the extent any payment is received or
amounts are collected under any Facility or under any Competitive Loan or
Competitive Letter of Credit when an Event of Default exists but prior to
the Conversion Date, such funds shall be applied to the Facility,
Competitive Loan or Competitive Letter of Credit, as designated by ACS,
in the order provided in the preceding clause (b), with any
determinations of “ratable” allocations for any Lender being made (i)
with respect to payments under the Primary Currency Facility, on any date
of determination, on the basis of the proportion that the Primary
Currency Total Outstandings owed to such Primary Currency Lender bears to
the Primary Currency Total Outstandings owed to all Primary Currency
Lenders and (ii) with respect to payments under the Multi-Currency
Facility, on any date of determination, on the basis of the proportion
that the Multi-Currency Total Outstandings owed to such Multi-Currency
Lender bears to the Multi-Currency Total Outstandings owed to all
Multi-Currency Lenders.



7.13 Collection Allocation Mechanism.





     (a) Notwithstanding any other provision in this Agreement, on the
date (the “Conversion Date”) that (i) there has been an acceleration of
the maturity of the Obligations or a termination of the obligations of
the Lenders to make Loans and issue Letters of Credit and Competitive
Letters of Credit hereunder as a result of any Event of Default, or (ii)
an Event of Default described in Section 7.3 occurs, (A) the Commitments
shall automatically and without further act be terminated; (b) Loans and
all other Obligations denominated in any Foreign Currency other than
Euros shall be converted into, and all such amounts due thereunder shall
accrue and be payable in, Dollars at the Exchange Rate on such date; and
(C) on and after such date the interest



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rate applicable to all such Obligations shall be the Default Rate
applicable to overdue Base Rate Loans hereunder (in the case of all
Dollar-denominated Loans, including, without limitation, the Loans
converted to Dollars pursuant to clause (b) preceding) or the Default
Rate applicable to Eurocurrency Rate Loans (in the case of Loans
denominated in Euros).




     (b) From and after the Conversion Date, Loans shall be denominated
only in Dollars or Euros, as the case may be, and all fees due under this
Agreement shall be payable in Dollars other than Letter of Credit Fees
and fronting fees with respect to Letters of Credit denominated in Euros,
which fees may continue to be paid in Euros.




     (c) On the Conversion Date, each Lender Party (each a “Selling
Lender”) shall sell, and each other Lender Party (each a “Purchasing
Lender”) shall purchase, without recourse, from one or more Selling
Lenders an assignment of the outstanding Loans and the participation
obligations with respect to the Letter of Credit Obligations, Competitive
Letters of Credit Obligations, and Swing Line Loans held by such Selling
Lenders in such amounts as shall be necessary to cause each Purchasing
Lender and each Selling Lender to share, in accordance with their
respective CAM Percentages, the Total Outstandings, such that after
giving effect to such assignments, each Lender Party shall hold its
respective CAM Percentage of each Dollar Obligation and its respective
CAM Percentage of each Euro Obligation. Each Purchasing Lender agrees
that this purchase obligation shall be absolute and unconditional. Such
sales and purchases shall occur automatically and without further
required actions (and without regard to the provisions of Section 9.6).
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of the assignments purchased
under this Section 7.13. Each Purchasing Lender that purchases an
assignment pursuant to this Section 7.13 shall be deemed to have complied
with Section 9.6, and shall have all of the rights and obligations of an
assignee hereunder (without the necessity of complying with Section 9.6)
with respect to the assigned Outstanding Amounts.




     (d) Each Lender Party and each Borrower and Guarantor hereby
consents and agrees to the exchange of interests among the Lender Parties
under this Section 7.13 (the “CAM Exchange”) and each Lender Party agrees
that the CAM Exchange shall be binding upon its successors and assigns.




     (e) Each Borrower agrees from time to time to execute and deliver to
the Administrative Agent all Notes and other instruments and documents as
the Administrative Agent shall reasonably request to evidence and confirm
the respective interests of the Lender Parties after giving effect to
this Section 7.13, and each Lender Party agrees to surrender any Notes
originally received by it in connection with its Loans hereunder to the
Administrative Agent against delivery of new Notes evidencing its
interests in the Loans (if so requested by such Lender); provided that,
the failure of any Borrower to execute or deliver or of any Lender to
accept any such Note, instrument, or document shall not affect the
validity or effectiveness of this Section 7.13.




     (f) As a result of the assignment of interests pursuant to this
Section 7.13, upon and after the Conversion Date, each payment received
by the Administrative Agent pursuant to any Loan Document shall be
distributed to the Lender Parties ratably in accordance with their
respective CAM Percentages. Any direct payment received by any Lender
Party upon or after the Exchange Date, including by way of setoff in
respect of the Total Outstandings, shall be paid over to the
Administrative Agent for distribution to the Lender Parties in accordance
with this Section 7.13.



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SECTION 8 ADMINISTRATIVE AGENT




8.1 Appointment and Authority. Each of the Lender Parties hereby
irrevocably appoints JPMorgan to act on its behalf as the Administrative Agent
hereunder and under the other Loan Documents and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof or thereof, together
with such actions and powers as are reasonably incidental thereto. The
provisions of this Section are solely for the benefit of the Administrative
Agent and the Lender Parties, and no Borrower shall have rights as a third
party beneficiary of any of such provisions.




8.2 Rights as a Lender. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender or
Competitive Lender, as the case may be, as any other Lender or Competitive
Lender and may exercise the same as though it were not the Administrative Agent
and the term “Lender” or “Lenders” and “Competitive Lender” or “Competitive
Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrowers or any Subsidiary thereof or other Affiliate thereof as if such
Person were not the Administrative Agent hereunder and without any duty to
account therefor to the Lender Parties.




8.3 Exculpatory Provisions. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents. Without limiting the generality of the foregoing, the
Administrative Agent:





     (a) shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;




     (b) shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the
Administrative Agent is required to exercise as directed in writing by
the Required Lenders (or such other number or percentage of the Lenders
or Competitive Lenders as shall be expressly provided for herein or in
the other Loan Documents), provided that the Administrative Agent shall
not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Administrative Agent to liability or that is
contrary to any Loan Document or applicable law; and




     (c) shall not, except as expressly set forth herein and in the other
Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to any of the Borrowers
or any of their respective Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its
Affiliates in any capacity.



     The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders or Competitive Lenders as shall
be necessary, or as the Administrative Agent shall believe in good faith shall
be necessary, under the circumstances as provided in Sections 9.1 and 7.11) or
(ii) in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default
unless and until notice describing such Default is given to the Administrative
Agent by a Borrower or a Lender Party.



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     The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Section 4 or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.




8.4 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit or Competitive
Letter of Credit, that by its terms must be fulfilled to the satisfaction of a
Lender Party, the Administrative Agent may presume that such condition is
satisfactory to such Lender Party unless the Administrative Agent shall have
received notice to the contrary from such Lender Party prior to the making of
such Loan or the issuance of such Letter of Credit or Competitive Letter of
Credit. The Administrative Agent may consult with legal counsel (who may be
counsel for any Borrower), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.




8.5 Delegation of Duties. The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any
other Loan Document by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this
Section shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.




8.6 Resignation of Administrative Agent. The Administrative Agent may at
any time give notice of its resignation to the Lender Parties and Borrowers.
Upon receipt of any such notice of resignation, the Required Lenders shall have
the right, with the consent of ACS if no Default has occurred or is continuing
(which consent shall not be unreasonably withheld), to appoint a successor,
which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States having combined capital and
surplus of at least $100,000,000. If no such successor shall have been so
appointed as provided in the previous sentence and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may on behalf of the
Lender Parties, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative Agent shall
notify Borrowers and the Lender Parties that no qualifying Person has accepted
such appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (1) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents and (2) all payments, communications and determinations provided to
be made by, to or through the Administrative Agent shall instead be made by or
to each Lender Party directly, until such




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time as the Required Lenders appoint a successor Administrative Agent as
provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents (if not already discharged therefrom as provided
above in this Section). The fees payable by Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between Borrowers and such successor. After the
retiring Administrative Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Section and Section 9.4 shall continue in
effect for the benefit of such retiring Administrative Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while the retiring Administrative Agent was acting
as Administrative Agent.




     Any resignation by JPMorgan as Administrative Agent pursuant to this
Section shall also constitute its resignation as an L/C Issuer and a Swing Line
Lender. Upon the acceptance of a successor’s appointment as Administrative
Agent hereunder in accordance with this Section 8.6, (a) such successor shall
succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C
Issuer and Swing Line Lender shall be discharged from all of their respective
duties and obligations hereunder or under the other Loan Documents, and (c) the
successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make
other arrangement satisfactory to the retiring L/C Issuer to effectively assume
the obligations of the retiring L/C Issuer with respect to such Letters of
Credit.



8.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender
Party acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender Party or any of their Related Parties
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each Lender
Party also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender Party or any of their Related
Parties and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document or
any related agreement or any document furnished hereunder or thereunder.




8.8 No Other Duties, Etc. Anything herein to the contrary
notwithstanding, none of the Arrangers, Syndication Agent, Co-Documentation
Agents or other agents listed on the cover page hereof shall have any powers,
duties, liabilities, or responsibilities under this Agreement or any of the
other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender, a Competitive Lender, an L/C Issuer or a
Competitive Letter of Credit Issuer hereunder.




8.9 Administrative Agent May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Borrower, the Administrative Agent (irrespective of
whether the principal of any Loan, any L/C Obligation or any Competitive Letter
of Credit Obligation 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:





     (a) to file and prove a claim for the whole amount of the principal
and interest owing and unpaid in respect of the Loans, L/C Obligations,
the Competitive Letter of Credit Obligations and all other Obligations
that are owing and unpaid and to file such other documents as may be



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necessary or advisable in order to have the claims of the Lender
Parties and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the
Lender Parties and the Administrative Agent and their respective agents
and counsel and all other amounts due the Lender Parties and the
Administrative Agent under Sections 2.4(l) and (m), 2.11 and 9.4) allowed
in such judicial proceeding; and




     (b) 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 Party to make such payments to the Administrative Agent and, in the
event that the Administrative Agent shall consent to the making of such
payments directly to the Lender Parties, to pay to the Administrative Agent any
amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Sections 2.11 and 9.4.




     Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender
Party any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender Party or to authorize the
Administrative Agent to vote in respect of the claim of any Lender Party in any
such proceeding.



SECTION 9 MISCELLANEOUS




9.1 Amendments, Etc. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by ACS or
any other Borrower therefrom, shall be effective unless in writing signed by
the Required Lenders and ACS or the applicable Borrower, as the case may be,
and acknowledged by the Administrative Agent, and each such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no such amendment, waiver or consent
shall:





     (a) extend or increase (except for adjustments from time to time in
accordance with this Agreement) the Primary Currency Commitment of any
Primary Currency Lender or extend or increase (except for adjustments
from time to time in accordance with this Agreement) the Multi-Currency
Commitment of any Multi-Currency Lender (or reinstate any Primary
Currency Commitment or Multi-Currency Commitment terminated pursuant to
Section 2.8 or 7.11) without the written consent of such Primary Currency
Lender or Multi-Currency Lender, as the case may be;




     (b) postpone any date fixed by this Agreement or any other Loan
Document for any payment of principal, interest, fees or other amounts
due to the Lender Parties (or any of them) hereunder or under any other
Loan Document without the written consent of each Lender Party directly
affected thereby;




     (c) reduce the principal of, or the rate of interest specified
herein on, any Loan or L/C Borrowing, or (subject to clause iv of the
second proviso to this Section 9.1) any fees or other amounts payable
hereunder or under any other Loan Document without the written consent of
each Lender Party directly affected thereby; provided, however, that (i)
the consent of only the Required Lenders shall be necessary to amend the
definition of “Default Rate” or to waive any obligation of any Borrower
to pay interest or Letter of Credit Fees at the Default Rate, (ii) the
consent of only the applicable Competitive Lender shall be necessary to
reduce the principal of, or the rate of interest on, any Competitive Loan
of such Competitive Lender, or any fees or other



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amounts payable with respect thereto or change the maturity date or
repayment schedule thereof, and (iii) the consent of only the applicable
Competitive Letter of Credit issuer shall be necessary to reduce any fees
or other amounts payable with respect to any Competitive Letter of Credit
issued by such Competitive Letter of Credit Issuer;




     (d) amend Section 2.14(a), Section 2.15 or Section 7.12 in a manner
that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender Party;




     (e) amend Section 1.5 or the definition of “Available Foreign
Currency” (except as contemplated by Section 1.5) without the written
consent of each Multi-Currency Lender and L/C Issuer;




     (f) amend any provision of this Section or the definition of
“Required Lenders” or any other provision hereof specifying the number or
percentage of Lender Parties required to amend, waive or otherwise modify
any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender Party; or




     (g) release ACS from its Guaranty without the written consent of
each Lender Party;



     and, provided further, that (i) no amendment, waiver or consent shall,
unless in writing and signed by an L/C Issuer in addition to the Lender Parties
required above, affect the rights or duties of such L/C Issuer under this
Agreement or any Issuer Document relating to any Letter of Credit issued or to
be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by a Competitive Letter of Credit Issuer in addition to the Lender
Parties required above, affect the rights or duties of such Competitive Letter
of Credit Issuer under this Agreement or any Competitive Issuer Document
relating to any Competitive Letter of Credit issued or to be issued by it;
(iii) no amendment, waiver or consent shall, unless in writing and signed by a
Swing Line Lender in addition to the Lenders required above, affect the rights
or duties of such Swing Line Lender under this Agreement; (iv) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Lenders required above, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document; and
(v) the Fee Letter may be amended, or rights or privileges thereunder waived,
in a writing executed only by the parties thereto. Notwithstanding anything to
the contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent
of such Defaulting Lender.



9.2 Notices; Effectiveness; Electronic Communication.





     (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except
as provided in clause (b) below), all notices (including, without
limitation, Requests for Credit Extensions) and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent
by telecopier as follows, 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 the Borrowers, the Administrative Agent, any L/C
Issuers or any Swing Line Lenders, to the address, telecopier
number, or telephone number specified for such Person on Schedule
9.2; and



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     (ii) if to any other Lender or Competitive Lender, to the
address, telecopier number, electronic mail address or telephone
number specified in its Administrative Questionnaire.





     Notices sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when
received; notices sent by telecopier shall be deemed to have been given
when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business
on the next business day for the recipient). Notices delivered through
electronic communications to the extent provided in clause (b) below,
shall be effective as provided in such clause (b).




     (b) Electronic Communications. Notices and other communications to
the Lender Parties hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent, provided
that the foregoing shall not apply to notices to any Lender Party
pursuant to Section 2 if such Lender Party, as applicable, has notified
the Administrative Agent that it is incapable of receiving notices under
such Section by electronic communication. The Administrative Agent or
Borrowers, in their discretion, agree to accept notices and other
communications to them hereunder by electronic communications at e-mail
addresses and pursuant to procedures approved by them, provided that
approval of such procedures may be limited to particular notices or
communications.




     Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as
available, return e-mail or other written acknowledgement), provided that
if such notice or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next business
day for the recipient, and (ii) notices or communications posted to an
Internet or intranet website shall be deemed received upon the deemed
receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication
is available and identifying the website address therefor.




     (c) Change of Address, Etc. Each of the Borrowers, the
Administrative Agent, any L/C Issuer and any Swing Line Lender may change
its address, telecopier or telephone number for notices and other
communications hereunder by notice to the other parties hereto. Each
other Lender Party may change its address, telecopier or telephone number
for notices and other communications hereunder by notice to ACS, the
Administrative Agent, the L/C Issuers and the Swing Line Lenders.




     (d) Reliance by Administrative Agent and Lender Parties. The
Administrative Agent and the Lender Parties shall be entitled to rely and
act upon any notices (including telephonic Committed Loan Notices, Swing
Line Loan Notices and Bid Requests) purportedly given by or on behalf of
any Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood
by the recipient, varied from any confirmation thereof. ACS shall
indemnify the Administrative Agent, each Lender Party and the Related
Parties of each of them from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly
given by or on behalf of any Borrower. All telephonic notices to and
other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto
hereby consents to such recording.



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9.3 No Waiver; Cumulative Remedies. No failure by any Lender Party or the
Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.




9.4 Expenses; Indemnity; Damage Waiver.





     (a) Costs and Expenses. Borrowers (subject to the provision set
forth below) shall pay (i) all reasonable out-of-pocket expenses incurred
by the Administrative Agent and its Affiliates (including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent),
in connection with the syndication of the credit facilities provided for
herein, the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents or any
amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by any
L/C Issuer or any Competitive Letter of Credit Issuer in connection with
the issuance, amendment, renewal or extension of any Letter of Credit or
Competitive Letter of Credit (as the case may be) or any demand for
payment thereunder and (iii) all out-of-pocket expenses incurred by the
Administrative Agent or any Lender Party (including the fees, charges and
disbursements of any counsel for the Administrative Agent or any Lender
Party), and shall pay all fees and time charges for attorneys who may be
employees of the Administrative Agent or any Lender Party, in connection
with the enforcement or protection of its rights (A) in connection with
this Agreement and the other Loan Documents, including its rights under
this Section, or (B) in connection with the Loans made or Letters of
Credit or Competitive Letters of Credit issued hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans, Letters of Credit, or Competitive
Letters of Credit; provided that the liability of (i) each Borrowing
Subsidiary shall be limited solely to the expenses related to Loans made
to or Letters of Credit or Competitive Letters of Credit issued to such
Borrowing Subsidiary (or on such Borrowing Subsidiary’s behalf) and (ii)
ACS shall be for the expenses related to all Loans made to or Letters of
Credit or Competitive Letters of Credit issued to all Borrowers.




     (b) Indemnification by ACS. ACS shall indemnify the Administrative
Agent (and any sub-agent thereof), the Syndication Agent, each
Co-Documentation Agent, each Lender Party, and each Related Party of any
of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses (including the
reasonable fees, charges and disbursements of any counsel for any
Indemnitee), and shall indemnify and hold harmless each Indemnitee from
all fees and time charges and disbursements for attorneys who may be
employees of any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by any Borrower or any other
Borrower arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance
by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or
thereby, (ii) any Loan, Letter of Credit, Competitive Letter of Credit or
the use or proposed use of the proceeds therefrom (including any refusal
by any L/C Issuer or Competitive Letter of Credit Issuer, as applicable,
to honor a demand for payment under a Letter of Credit or Competitive
Letter of Credit if the documents presented in connection with such
demand do not strictly comply with the terms of such Letter of Credit or
Competitive Letter of



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Credit), (iii) any actual or alleged presence or Release of
Hazardous Substances on or from any property owned or operated by any
Borrower or any of its Subsidiaries, or any Environmental Liability
related in any way to any Borrower or any of its Subsidiaries, or (iv)
any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any
other theory, whether brought by a third party or by ACS or any other
Borrower, and regardless of whether any Indemnitee is a party thereto, in
all cases, whether or not caused by or arising, in whole or in part, out
of the comparative, contributory or sole negligence of the Indemnitee;
provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses (x) are determined by a court of competent jurisdiction
by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a
claim brought by ACS or any other Borrower against an Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under
any other Loan Document, if ACS or such other Borrower has obtained a
final and nonappealable judgment in its favor on such claim as determined
by a court of competent jurisdiction.




     (c) Reimbursement by Lenders. To the extent that ACS or any other
Borrower, if applicable, for any reason fails to indefeasibly pay any
amount required to be paid by such Person under clause (a) or (b) of this
Section 9.4 to the Administrative Agent (or any sub-agent thereof), the
Syndication Agent, any Co-Documentation Agent, any Lender Party or any
Related Party of any of the foregoing, each Lender, each Competitive
Lender and each Competitive Letter of Credit Issuer severally agrees to
pay to the Administrative Agent (or any such sub-agent), each L/C Issuer
or such Related Party, as the case may be, such Lender’s, such
Competitive Lender’s and such Competitive Letter of Credit Issuer’s
ratable share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount, provided
that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub-agent) or any
L/C Issuer in its capacity as such, or against any Related Party of any
of the foregoing acting for the Administrative Agent (or any such
sub-agent) or L/C Issuer in connection with such capacity. The
obligations of the Lenders, the Competitive Lenders and the Competitive
Letter of Credit Issuers under this clause (c) are subject to the
provisions of Section 2.14(e).




     (d) Waiver of Consequential Damages, Etc. To the fullest extent
permitted by applicable Law, no Borrower shall assert, and hereby waives,
any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or
thereby, any Loan, Letter of Credit, or Competitive Letter of Credit or
the use of the proceeds thereof. No Indemnitee referred to in clause (b)
above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission
systems in connection with this Agreement or the other Loan Documents or
the transactions contemplated hereby or thereby.




     (e) Payments. All amounts due under this Section 9.4 shall be
payable not later than ten Business Days after demand therefor.




     (f) Survival. The agreements in this Section shall survive the
resignation of the Administrative Agent and any L/C Issuer, the
replacement of any Lender Party, the termination of



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the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.



9.5 Payments Set Aside. To the extent that any payment by or on behalf of
any Borrower is made to the Administrative Agent or any Lender Party, or the
Administrative Agent or any Lender Party exercises its right of setoff, and
such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent
or such Lender Party in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred and if such Borrower has been released pursuant to Section 2.16(d)
hereof, such release is of no further force and effect, and (b) each Lender
Party severally agrees to pay to the Administrative Agent upon demand its
applicable share (without duplication) of any amount so recovered from or
repaid by the Administrative Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the
applicable Overnight Rate from time to time in effect, in the applicable
currency of such recovery or payment. The obligations of the Lender under
clause (b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement.




9.6 Successors and Assigns.





     (a) Successors and Assigns Generally. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby,
except that no Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender Party, and except that no Lender or
Competitive Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of clause (b) of this Section 9.6, (ii) by way of
participation in accordance with the provisions of clause (d) of this
Section 9.6, or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of clause (f) of this Section 9.6
(and any other attempted assignment or transfer by any party hereto shall
be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in clause (d) of this Section 9.6
and, to the extent expressly contemplated hereby, the Related Parties of
each of the Administrative Agent and the Lender Parties) any legal or
equitable right, remedy or claim under or by reason of this Agreement.




     (b) Assignments by Lenders and Competitive Lenders. Any Lender or
Competitive Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Primary Currency Commitment,
Multi-Currency Commitment and the Loans (including for purposes of this
clause (b), participations in L/C Obligations and in Swing Line Loans) at
the time owing to it); provided that




     (i) except in the case of (A) an assignment of the entire
remaining amount of the assigning Lender’s or Competitive Lender’s
commitment under any Facility or Competitive Loan and the Loans at
the time owing to the assigning Lender or Competitive Lender or (B)
an assignment to a Lender Party, an Affiliate of a Lender Party or
an Approved Fund, the aggregate amount of the commitment under any
Facility or Competitive Loan (which for this purpose includes Loans
outstanding thereunder) or,



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if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender or
assigning Competitive Lender subject to each such assignment,
determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent
or, if “Trade Date” is specified in the Assignment and Assumption,
as of the Trade Date, shall not be less than $5,000,000 unless each
of the Administrative Agent and, so long as no Default has occurred
and is continuing, ACS otherwise consents (each such consent of ACS
not to be unreasonably withheld or delayed);




     (ii) each partial assignment shall be made as an assignment of
a proportionate part of all the assigning Lender’s or Competitive
Lender’s rights and obligations under this Agreement with respect
to the Loans or the Commitment assigned, except that this clause
(ii) shall not apply to rights in respect of Competitive Loans or
Swing Line Loans unless specifically stated in the Assignment and
Assumption and this clause (ii) shall not be construed to prohibit
assignment of a proportionate part of the assigning Lender’s or
Competitive Lender’s rights and obligations in respect of one
Facility or its Competitive Loans; and




     (iii) the parties to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500, and the Eligible
Assignee, if it shall not be a Lender Party, shall deliver to the
Administrative Agent an Administrative Questionnaire.




Subject to acceptance and recording thereof by the Administrative Agent
pursuant to clause (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee
thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender or Competitive Lender, as applicable, under this
Agreement, and the assigning Lender or Competitive Lender thereunder
shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and,
in the case of an Assignment and Assumption covering all of the assigning
Lender’s or Competitive Lender’s, as the case may be, rights and
obligations under this Agreement, such Lender or such Competitive Lender
shall cease to be a party hereto) but shall continue to be entitled to
the benefits of Sections 3.1, 3.4, 3.5, and 9.4 with respect to facts and
circumstances occurring prior to the effective date of such assignment.
Upon request, each Borrower shall execute and deliver a Note to the
assignee Lender or Competitive Lender. Any assignment or transfer by a
Lender or Competitive Lender of rights or obligations under this
Agreement that does not comply with this clause shall be treated for
purposes of this Agreement as a sale by such Lender or Competitive
Lender, as the case may be, of a participation in such rights and
obligations in accordance with clause (d) of this Section.




     (c) Register. The Administrative Agent, acting solely for this
purpose as an agent of the Borrowers, shall maintain at the
Administrative Agent’s Office a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and
addresses of the Lender Parties, and the Commitments of, and principal
amounts of the Loans, L/C Obligations and Competitive Letter of Credit
Obligations owing to, each Lender Party pursuant to the terms hereof from
time to time (the “Register”). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent and the Lender
Parties may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender Party hereunder for all purposes
of this Agreement, notwithstanding notice to the contrary. The Register
shall be



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available for inspection by each of the Borrowers and the L/C
Issuers at any reasonable time and from time to time upon reasonable
prior notice. In addition, at any time that a request for a consent for
a material or substantive change to the Loan Documents is pending, any
Lender Party wishing to consult with other Lender Parties in connection
therewith may request and receive from the Administrative Agent a copy of
the Register.




     (d) Participations. Any Lender, Competitive Lender, or Competitive
Letter of Credit Issuer may at any time, without the consent of, or
notice to, any Borrower or the Administrative Agent, sell participations
to any Person (other than a natural person or ACS or any of ACS’
Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion
of such Lender’s, Competitive Lender’s, or Competitive Letter of Credit
Issuer’s rights and/or obligations under this Agreement (including all or
a portion of its Commitment, the Loans (including such Lender’s
participations in L/C Obligations and/or Swing Line Loans), or
Competitive Letter of Credit Obligations owing to it); provided that (i)
such Lender’s, Competitive Lender’s, or Competitive Letter of Credit
Issuer’s obligations under this Agreement shall remain unchanged, (ii)
such Lender, Competitive Lender, or Competitive Letter of Credit Issuer
shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrowers, the
Administrative Agent, and the Lender Parties shall continue to deal
solely and directly with such Lender, Competitive Lender, or Competitive
Letter of Credit Issuer in connection with such Lender’s, Competitive
Lender’s, or Competitive Letter of Credit Issuer’s rights and obligations
under this Agreement.




Any agreement or instrument pursuant to which a Lender, Competitive
Lender, or Competitive Letter of Credit Issuer sells such a participation
shall provide that such Lender, Competitive Lender, or Competitive Letter
of Credit Issuer shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of
this Agreement; provided that such agreement or instrument may provide
that such Lender, Competitive Lender, or Competitive Letter of Credit
Issuer shall not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in the first proviso to
Section 9.1 that affects such Participant and to the extent such Lender,
Competitive Lender, or Competitive Letter of Credit Issuer has the right
to approve any such amendment, waiver or other modification. Subject to
clause (e) of this Section, each Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.1, 3.4 and 3.5 to the
same extent as if it were a Lender, Competitive Lender, or Competitive
Letter of Credit Issuer, as the case may be, and had acquired its
interest by assignment pursuant to clause (b) of this Section. To the
fullest extent permitted by applicable Laws, each Participant also shall
be entitled to the benefits of Section 9.8 as though it were a Lender,
Competitive Lender, or Competitive Letter of Credit Issuer, as the case
may be, provided such Participant agrees to be subject to Section 2.14 as
though it were a Lender, Competitive Lender, or Competitive Letter of
Credit Issuer, as the case may be.




     (e) Limitation upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.1 or 3.4 than the
applicable Lender, Competitive Lender, or Competitive Letter of Credit
Issuer, as the case may be, would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with ACS’ prior written
consent. A Participant that would be a Foreign Lender if it were a
Lender, Competitive Lender, or Competitive Letter of Credit Issuer shall
not be entitled to the benefits of Section 3.1 unless ACS is notified of
the participation sold to such Participant and such Participant agrees,
for the benefit of the Borrowers, to comply with Section 3.1(e) as though
it were a Lender or Competitive Lender, as the case may be.



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     (f) Certain Pledges. Any Lender or Competitive Lender may at any
time pledge or assign a security interest in all or any portion of its
rights under this Agreement (including under its Note(s), if any) to
secure obligations of such Lender Party, as the case may be, including
any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender or
Competitive Lender, as the case may be from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender
Party, as the case may be, as a party hereto.





     (g) Electronic Execution of Assignments. The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the
keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to
the extent and as provided for in any applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions Act.




     (h) Resignation as an L/C Issuer or a Swing Line Lender after
Assignment. Notwithstanding anything to the contrary contained herein,
if at any time JPMorgan, Wells Fargo, or any other Lender that is an L/C
Issuer assigns all of its Commitment and Loans pursuant to clause (b)
above, such L/C Issuer may, (i) upon 30 days’ notice to Borrowers and the
Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to
Borrowers, resign as a Swing Line Lender. In the event of any such
resignation as L/C Issuer or Swing Line Lender, ACS shall be entitled to
appoint from among the Lenders a successor L/C Issuer or Swing Line
Lender hereunder; provided, however, that no failure by ACS to appoint
any such successor shall affect the resignation of the resigning Person
as L/C Issuer or Swing Line Lender, as the case may be. If JPMorgan,
Wells Fargo, or any other Lender that is an L/C Issuer resigns as an L/C
Issuer, it shall retain all the rights and obligations of an L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as an L/C Issuer and all L/C
Obligations with respect thereto (including the right to require the
Primary Currency Lenders or Multi-Currency Lenders, as the case may be,
to make Base Rate Committed Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.4). If JPMorgan or Wells
Fargo resigns as a Swing Line Lender, it shall retain all the rights of a
Swing Line Lender provided for hereunder with respect to Swing Line Loans
made by it and outstanding as of the effective date of such resignation,
including the right to require the Primary Currency Lenders to make Base
Rate Committed Loans or fund risk participations in outstanding Swing
Line Loans pursuant to Section 2.5(c).



9.7 Confidentiality. Each of the Administrative Agent and the Lender
Parties agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Related
Parties’ 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 or remedies hereunder or any suit, action, or proceeding relating to
this Agreement or the enforcement of 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




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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 Borrowers or to
any securitization of the Obligations; (g) with the consent of the 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 non-confidential basis from a source
other than any Borrower. In addition, the 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 the Administrative Agent and the Lender
Parties in connection with the administration and management of this Agreement,
the other Loan Documents, the Aggregate Commitments, and the Total
Outstandings. 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 the Administrative Agent or
any Lender Party prior to disclosure by any Borrower. 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.




9.8 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender Party, and each of their respective Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by
such Lender Party, or any such Affiliate to or for the credit or the account of
any Borrower against any and all of the obligations of such Borrower now or
hereafter existing under this Agreement or any other Loan Document to such
Lender Party, irrespective of whether or not such Lender Party shall have made
any demand under this Agreement or any other Loan Document and although such
obligations of such Borrower may be contingent or unmatured or are owed to a
branch or office of such Lender Party different from the branch or office
holding such deposit or obligated on such indebtedness. The rights of each
Lender Party and their respective Affiliates under this Section are in addition
to other rights and remedies (including other rights of setoff) that such
Lender Party or their respective Affiliates may have. Each Lender Party agrees
to notify ACS and any applicable Borrowing Subsidiary and the Administrative
Agent promptly after any such setoff and application, provided that the failure
to give such notice shall not affect the validity of such setoff and
application.




9.9 Interest Rate Limitation. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under
the Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent
or any Lender Party shall receive interest in an amount that exceeds the
Maximum Rate, the excess interest shall be applied to the principal of the
Loans or, if it exceeds such unpaid principal, refunded to ACS (for its account
and the account of the other Borrowers). In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
Party exceeds the Maximum Rate, such Person may, to the fullest extent
permitted by applicable Laws, (a) characterize any payment that is not
principal as an expense, fee, or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations hereunder.




9.10 Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Agreement and the
other Loan




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Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy shall
be effective as delivery of a manually executed counterpart of this Agreement.




9.11 Survival of Representations and Warranties. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender Party, regardless of any investigation
made by the Administrative Agent or any Lender Party or on their behalf and
notwithstanding that the Administrative Agent or any Lender Party may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.




9.12 Severability. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and
the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.




9.13 Governing Law; Jurisdiction; Etc.





     (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK




     (b) SUBMISSION TO JURISDICTION. EACH BORROWER IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT
OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF
THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS
IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT OR ANY LENDER PARTY MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.



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     (c) WAIVER OF VENUE. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (B) OF THIS SECTION. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.





     (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.2.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



9.14 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.




9.15 USA PATRIOT Act Notice. Each Lender Party that is subject to the Act
(as hereinafter defined) and the Administrative Agent (for itself and not on
behalf of any Lender Party) hereby notifies the Borrowers that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001) ) (the “Act”), it is required to obtain, verify and
record information that identifies the Borrowers, which information includes
the name and address of each Borrower and other information that will allow
such Lender Party or the Administrative Agent, as applicable, to identify such
Borrower in accordance with the Act.




9.16 Judgment Currency. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or any other Loan
Document in one currency into another currency, the rate of exchange used shall
be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency
on the Business Day preceding that on which final judgment is given. The
obligation of each Borrower in respect of any such sum due from it to the
Administrative Agent or the Lender Parties hereunder or under the other Loan
Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with
the applicable provisions of this Agreement (the “Agreement Currency”), be
discharged only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in the Judgment Currency,
the Administrative Agent may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency. If the amount of
the Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent from any Borrower in the Agreement Currency, such




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Borrower agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify the Administrative Agent or the Person to whom such
obligation was owing against such loss. If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the
Administrative Agent in such currency, the Administrative Agent agrees to
return the amount of any excess to such Borrower (or to any other Person who
may be entitled thereto under applicable law).




9.17 Resignation of L/C Issuers. Any L/C Issuer may resign as an L/C
Issuer upon giving 30 days prior written notice to Borrowers; provided that (i)
such Lender Party shall continue to be an L/C Issuer for purposes of this
Agreement for all Letters of Credit issued by such L/C Issuer at the time of
such resignation until such time as such Letters of Credit expire or are
replaced and (ii) notwithstanding the foregoing, each of JPMorgan and Wells
Fargo agrees that it shall not resign as an L/C Issuer so long as no Default
has occurred and is continuing and as long as such entity is an Lender under
this agreement; provided that, notwithstanding this clause (ii), each L/C
Issuer shall have the right to resign pursuant to Section 9.6(h).




9.18 Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.



	 	 	 	 	 
	 	 	AFFILIATED COMPUTER SERVICES, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ NANCY P. VINEYARD
	

	 	 	 	
 
	

	 	Name:
	 	Nancy P. Vineyard
	

	 	Title:
	 	SVP & Treasurer
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, as the

Administrative Agent
	 
	 	 	 	 
	

	 	By:
	 	/s/ MAE REEVES
	

	 	 	 	
 
	

	 	Name:
	 	Mae Reeves
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, as a Primary
Currency Lender, a Multi-Currency
Lender, an L/C Issuer and a Swing
Line Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ MAE REEVES
	

	 	 	 	
 
	

	 	Name:
	 	Mae Reeves
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Primary Currency
Lender, a Multi-Currency Lender, an
L/C Issuer and a Swing Line Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ ZACHARY JOHNSON
	

	 	 	 	
 
	

	 	Name:
	 	Zachary Johnson
	

	 	Title:
	 	Vice President







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	 	 	THE BANK OF TOKYO-MITSUBISHI, LTD.,
as a Primary Currency Lender and a
Multi-Currency Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ DOUGLAS M. BARNELL
	

	 	 	 	
 
	

	 	Name:
	 	Douglas M. Barnell
	

	 	Title:
	 	Group Head
	 
	 	 	 	 
	 	 	BNP PARIBAS, as a Primary Currency
Lender and Multi-Currency Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ RAFAEL C. LUMANLAN
	

	 	 	 	
 
	

	 	Name:
	 	Rafael C. Lumanlan
	

	 	Title:
	 	Director
	 
	 	 	 	 
	

	 	By:
	 	/s/ STUART DARBY
	

	 	 	 	
 
	

	 	Name:
	 	Stuart Darby
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Primary Currency Lender and a
Multi-Currency Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ STEVEN L. HIPSMAN
	

	 	 	 	
 
	

	 	Name:
	 	Steven L. Hipsman
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Primary
Currency Lender and a Multi-Currency
Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ STEVEN A. MACKENZIE
	

	 	 	 	
 
	

	 	Name:
	 	Steven A. Mackenzie
	

	 	Title:
	 	Senior Vice President







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	 	 	SUNTRUST BANK, as a Primary Currency
Lender and a Multi-Currency Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ DANIEL S. KOMITOR
	

	 	 	 	
 
	

	 	Name:
	 	Daniel S. Komitor
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	KEYBANK MATIONAL ASSOCIATION, as a
Primary Currency Lender and a
Multi-Currency Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ VIJAYA KULKARNI
	

	 	 	 	
 
	

	 	Name:
	 	Vijaya Kulkarni
	

	 	Title:
	 	AVP
	 
	 	 	 	 
	 	 	CITIBANK, N.A., as a Primary
Currency Lender and a Multi-Currency
Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ JAMES M. WALSH
	

	 	 	 	
 
	

	 	Name:
	 	James M. Walsh
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	US BANK, NATIONAL ASSOCIATION, as a
Primary Currency Lender and a
Multi-Currency Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ JOHN HOLLAND
	

	 	 	 	
 
	

	 	Name:
	 	John Holland
	

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	MIZUHO CORPORATE BANK (USA), as a

Primary Currency Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ BERTRAM H. TANG
	

	 	 	 	
 
	

	 	Name:
	 	Bertram H. Tang
	

	 	Title:
	 	Senior Vice President & Team Leader







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	 	 	COMERICA BANK, as a Primary Currency
Lender and a Multi-Currency Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ JEFF P. GEISBAUER
	

	 	 	 	
 
	

	 	Name:
	 	Jeff P. Geisbauer
	

	 	Title:
	 	Corporate Banking Officer
	 
	 	 	 	 
	 	 	FIFTH THIRD BANK, as a Primary
Currency Lender and a Multi-Currency
Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ CHRISTOPHER C. MOTLEY
	

	 	 	 	
 
	

	 	Name:
	 	Christopher C. Motley
	

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	 	 	BANK OF CHINA, as a Primary Currency

Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ RICHARD BRADSPIES
	

	 	 	 	
 
	

	 	Name:
	 	Richard Bradspies
	

	 	Title:
	 	Deputy General Manager
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK, as a Primary

Currency Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ DAVID T. SUNDERWIRTH
	

	 	 	 	
 
	

	 	Name:
	 	David T. Sunderwirth
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	THE NORINCHUKIN BANK, NEW YORK
BRANCH, as a Primary Currency Lender
and a Multi-Currency Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ TOSHIFUMI TSUKITANI
	

	 	 	 	
 
	

	 	Name:
	 	Toshifumi Tsukitani
	

	 	Title:
	 	General Manager







Five Year Competitive Advance and

Revolving Credit Facility Agreement




 









 








	 	 	 	 	 
	 	 	KBC BANK N.V., as a Primary Currency
Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ MICHAEL CURRAN
	

	 	 	 	
 
	

	 	Name:
	 	Michael Curran
	

	 	Title:
	 	First Vice President
	 
	 	 	 	 
	

	 	By:
	 	/s/ JOSE POLICARPIO, JR.
	

	 	 	 	
 
	

	 	Name:
	 	Jose Policarpio, Jr.
	

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	 	 	MALAYAN BANKING BERHAD, as a Primary

Currency Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ WAN FEDZMI OTHMAN
	

	 	 	 	
 
	

	 	Name:
	 	Wan Fedzmi Othman
	

	 	Title:
	 	General Manager
	 
	 	 	 	 
	 	 	FIRST COMMERCIAL BANK, NEW YORK

AGENCY, as a Primary Currency Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ BRUCE M.J. JU
	

	 	 	 	
 
	

	 	Name:
	 	Bruce M.J. Ju
	

	 	Title:
	 	General Manager & Vice President
	 
	 	 	 	 
	 	 	CHANG HWA COMMERCIAL BANK, LTD., NEW
YORK BRANCH, as a Primary Currency
Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ MING-HSIEN LIN
	

	 	 	 	
 
	

	 	Name:
	 	Ming-Hsien Lin
	

	 	Title:
	 	SVP & General Manager







Five Year Competitive Advance and

Revolving Credit Facility Agreement




 









 








	 	 	 	 	 
	 	 	BANK OF COMMUNICATIONS, NEW YORK

BRANCH, as a Primary Currency Lender
	 
	 	 	 	 
	

	 	By:
	 	/s/ HONG TU
	

	 	 	 	
 
	

	 	Name:
	 	Hong Tu
	

	 	Title:
	 	General Manager







Five Year Competitive Advance and

Revolving Credit Facility Agreement