Exhibit 10.24**Execution Copy****Amendment No. 1****TO****Credit Agreement**          AmendmentNo. 1, dated as of March 30, 2006 (this *“Amendment”),*to the CreditAgreement, dated as of March 20, 2006 (the *“Credit Agreement”),*among Affiliated ComputerServices, Inc., a Delaware corporation (the *“Company”),*ACS Commercial Solutions,Inc., a Nevadacorporation, ACS EducationServices, Inc., a Delaware corporation, ACSEnterprise Solutions,Inc.,a Delaware corporation, ACS HRSolutions, LLC, a Pennsylvania limited liability company, ACSOutsourcing Solutions,Inc., a Michigan corporation, ACSState &Local Solutions, Inc., a New Yorkcorporation, ACS StateHealthcare, LLC, a Delaware limited liability company, ACS TradeOneMarketing, Inc., a Delaware corporation,Buck Consultants, LLC, a Delaware limited liabilitycompany, ACS Worldwide LendingLimited, a limited company organized under the laws of England andWales, and each other Subsidiary Borrower party thereto from time to time, the Lenders and Issuersparty thereto from time to time, andCiticorp USA, Inc. *(“Citicorp”),*as agent for theLenders and the Issuers (in such capacity, the *“Administrative Agent”).*Unless otherwise specifiedherein, all capitalized terms used in this Amendment shall have the meanings ascribed to them inthe Credit Agreement.WITNESSETH :          WHEREAS, the Company has requested an amendment to the Credit Agreement as herein set forth;and          WHEREAS, the Company, the Administrative Agent and the Term Loan Lenders signatory heretohave agreed to amend the Credit Agreement on the terms and subject to the conditions hereinprovided; and          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:     Section 1. Amendments to the Credit Agreement. As of the Effective Date (asdefined below), the Credit Agreement is hereby amended as follows:          (a) By deleting clause (a) of the definition of “Applicable Margin” in its entirety andinserting in lieu thereof the following:          “(a) with respect to Term Loans (i) maintained as Base Rate Loans, 0.50% *per annum*and(ii) maintained as Eurocurrency Rate Loans, 1.50% *per annum;*and”          (b) By deleting clause (D) *of Section 2.1(d)(ii)*in its entirety and inserting in lieu thereofthe following:          “(D) unless otherwise agreed to by the Administrative Agent, the interest rate or marginapplicable to the additional term loans under such Securities Repurchase Increase shall not behigher than the interest rate or Applicable Margin applicable to the Term Loans prior to givingeffect to such Securities Repurchase Increase,”.
 

 
     Section 2. Conditions to Effectiveness. This Amendment shall become effectiveas of the date (the *“Effective Date”)*on which the Administrative Agent shall have received thefollowing in form and substance satisfactory to Administrative Agent:          (a) Counterparts of this Amendment duly executed by the Administrative Agent, the Term LoanLenders party hereto and each of the Loan Parties;          (b) Such other items from the Loan Parties as the Administrative Agent may reasonably requestin writing; and          (c) All fees and expenses of the Administrative Agent and the Lenders due and payable by theCompany pursuant to the Loan Documents as of the date hereof, including, without limitation, allcosts, fees and expenses of the Administrative Agent and Lenders in connection with thepreparation, execution and delivery of this Amendment, including the reasonable fees andout-of-pocket expenses of counsel for the Administrative Agent with respect thereto.     Section 3. Representations and Warranties. Each Loan Party hereby jointly andseverally represents and warrants to the Administrative Agent and each Lender, with respect to allLoan Parties, as follows:          (a) After giving effect to this Amendment, each of the representations and warranties in*Article IV*of the Credit Agreement and in the other Loan Documents are true and correct in allmaterial respects on and as of the date hereof as though made on and as of such date, except to theextent that any such representation or warranty expressly relates to an earlier date and except forchanges therein expressly permitted by the Credit Agreement.          (b) The execution, delivery and performance by each Loan Party of this Amendment have beenduly authorized by all requisite corporate or other action on the part of such Loan Party and willnot violate any of the articles of incorporation or by-laws (or other constituent documents) ofsuch Loan Party.          (c) This Amendment has been duly executed and delivered by each Loan Party, and each of thisAmendment and the Credit Agreement as amended hereby constitutes the legal, valid and bindingobligation of such Loan Party, enforceable against such Loan Party in accordance with their terms.          (d) After giving effect to this Amendment, no Default or Event of Default has occurred and iscontinuing as of the date hereof.     Section 4. Reference to and Effect on the Loan Documents.          (a) As of the Effective Date, each reference in the Credit Agreement and the other LoanDocuments to *“this Agreement” “hereunder,” “hereof,” “herein”*or words of like import shall meanand be a reference to the Credit Agreement as amended hereby.          (b) Except to the extent amended hereby, the Credit Agreement and all of the other LoanDocuments shall remain in full force and effect and are hereby ratified and confirmed.
 

 
          (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiverof any Default or Event of Default or any right, power, privilege or remedy of the AdministrativeAgent, the Collateral Agent, any Lender or any Issuer under the Credit Agreement or any LoanDocument, or constitute a waiver of any provision of the Credit Agreement or any Loan Document.          (d) Each Loan Party hereby confirms that the security interests and liens granted by such LoanParty pursuant to the Loan Documents continue to secure such Loan Party’s Secured Obligations inaccordance with the terms of the Loan Documents and that such security interests and liens remainin full force and effect.     Section 5. Costs and Expenses. As provided in *Section 11.3 (Costs and Expenses)*of the Credit Agreement, the Company agrees to reimburse the Administrative Agent for allreasonable fees, costs and expenses, including the reasonable fees, costs and expenses of counselor other advisors for advice, assistance, or other representation in connection with thisAmendment.     Section 6. Governing Law. This Amendment and the rights and obligations of theparties hereto shall be governed by, and construed and interpreted in accordance with, the law ofthe State of New York.     Section 7. Headings. Section headings in this Amendment are included herein forconvenience of reference only and shall not constitute a part of this Amendment for any otherpurposes.     Section8. Counterparts. This Amendment may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when soexecuted shall be deemed to be an original and all of which taken together shall constitute one andthe same instrument. Receipt by the Administrative Agent of a facsimile copy of an executedsignature page hereof shall constitute receipt by the Administrative Agent of an executedcounterpart of this Amendment.**[SIGNATURE PAGES FOLLOW]**
 

 
          IN WITNESS WHEREOF, the parties hereto have caused thisAgreement to be executed by their respective officers thereunto dulyauthorized, as of the date first above written.      AffiliatedComputer Services, Inc.,