EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED DECEMBER 17, 2004Agreement and Plan of Merger • December 23rd, 2004 • Affiliated Computer Services Inc • Services-computer processing & data preparation • Delaware
1 EXHIBIT 10.11 THIRD AMENDMENT TO RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT is entered into as of September 24, 1999 between AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLS FARGO BANK (TEXAS),...Credit Agreement • September 28th, 2000 • Affiliated Computer Services Inc • Services-computer processing & data preparation
1 EXHIBIT 10.15 SEVERANCE AGREEMENT THIS AGREEMENT made and effective this 6th day of August, 1997 by and between AFFILIATED COMPUTER SERVICES, INC. (the "Company") and ________________________ (the "Executive"). The Company has determined that both...Severance Agreement • September 29th, 1997 • Affiliated Computer Services Inc • Services-computer processing & data preparation • Texas
SUBSIDIARIES OF AFFILIATED COMPUTER SERVICES, INC.Affiliated Computer Services Inc • September 18th, 2002 • Services-computer processing & data preparation
EXHIBIT 10.2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 2003 • Affiliated Computer Services Inc • Services-computer processing & data preparation • New York
1 EXHIBIT 10.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 29th, 2001 • Affiliated Computer Services Inc • Services-computer processing & data preparation • New York
EXHIBIT 10(iii)(A) EMPLOYMENT AGREEMENT AGREEMENT made as of the 16th day of February, 1999, between Affiliated Computer Services, Inc., a Delaware corporation (the "Company"), and Darwin Deason (the "Executive"). WHEREAS, the Executive has served on...Employment Agreement • May 17th, 1999 • Affiliated Computer Services Inc • Services-computer processing & data preparation • Texas
1 EXHIBIT 4.4 AFFILIATED COMPUTER SERVICES, INC. 3.50% CONVERTIBLE SUBORDINATED NOTES DUE FEBRUARY 15, 2006 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2001 • Affiliated Computer Services Inc • Services-computer processing & data preparation • New York
1 EXHIBIT 2.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is made and entered into this 30th day of June, 2000, by and among AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("PARENT"), ACS/ECG Holdings,...Purchase and Sale Agreement • July 14th, 2000 • Affiliated Computer Services Inc • Services-computer processing & data preparation • Delaware
EXHIBIT 1.1 8,000,000 Shares of Class A Common Stock AFFILIATED COMPUTER SERVICES, INC. UNDERWRITING AGREEMENT October 3, 2001 BEAR, STEARNS & CO. INC. as Representatives of the several Underwriters named in Schedule I attached hereto c/o Bear,...Affiliated Computer Services Inc • October 16th, 2001 • Services-computer processing & data preparation • New York
FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)_________Affiliated Computer Services Inc • April 2nd, 1998 • Services-computer processing & data preparation
1- T & K DRAFT 02/04/99 2Affiliated Computer Services Inc • February 8th, 1999 • Services-computer processing & data preparation • New York
EXHIBIT 1.1 AFFILIATED COMPUTER SERVICES, INC. DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2005 • Affiliated Computer Services Inc • Services-computer processing & data preparation • New York
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT AMONG FLEET NATIONAL BANK FLEET HOLDING CORP. AND AFFILIATED COMPUTER SERVICES, INC. RELATING TO THE PURCHASE AND SALE OF ALL OF THE OUTSTANDING SHARES OF CAPITAL STOCK OF AFSA DATA CORPORATION dated May 16, 2002...Stock Purchase Agreement • June 12th, 2002 • Affiliated Computer Services Inc • Services-computer processing & data preparation • Delaware
FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT (AND WAIVER)Credit Agreement • September 29th, 1997 • Affiliated Computer Services Inc • Services-computer processing & data preparation
AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • February 6th, 2002 • Affiliated Computer Services Inc • Services-computer processing & data preparation
andRights Agreement • May 19th, 1999 • Affiliated Computer Services Inc • Services-computer processing & data preparation • Delaware
1 EXHIBIT 10.14 CREDIT AGREEMENTCredit Agreement • September 28th, 2000 • Affiliated Computer Services Inc • Services-computer processing & data preparation
1 EXHIBIT 1.1 AFFILIATED COMPUTER SERVICES, INC. 3.50% CONVERTIBLE SUBORDINATED NOTES DUE FEBRUARY 15, 2006 PURCHASE AGREEMENTPurchase Agreement • March 30th, 2001 • Affiliated Computer Services Inc • Services-computer processing & data preparation • New York
AFFILIATED COMPUTER SERVICES, INC. 4% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 15, 2005 REGISTRATION RIGHTS AGREEMENT Dated as of March 17, 1998Affiliated Computer Services Inc • April 3rd, 1998 • Services-computer processing & data preparation • New York
EXHIBIT 10.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 14th, 2003 • Affiliated Computer Services Inc • Services-computer processing & data preparation • New York
4. The Offer is being made pursuant to the Agreement and Plan of Merger dated as of October 19, 1998 (the "Merger Agreement"), among Parent, the Purchaser and the Company pursuant to which, following the consummation of the Offer and the satisfaction...Affiliated Computer Services Inc • October 23rd, 1998 • Services-computer processing & data preparation
CREDIT AGREEMENTCredit Agreement • June 12th, 2002 • Affiliated Computer Services Inc • Services-computer processing & data preparation • New York
RECITALS:Supplemental Executive Retirement Agreement • February 17th, 2004 • Affiliated Computer Services Inc • Services-computer processing & data preparation • Texas
EXHIBIT 4.2 FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • June 6th, 2005 • Affiliated Computer Services Inc • Services-computer processing & data preparation • New York
GUARANTYAffiliated Computer Services Inc • February 14th, 2001 • Services-computer processing & data preparation • New York
1 EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • October 12th, 1999 • Affiliated Computer Services Inc • Services-computer processing & data preparation
4% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 15, 2005Indenture • April 2nd, 1998 • Affiliated Computer Services Inc • Services-computer processing & data preparation • New York
EXHIBIT 10.12 CREDIT AGREEMENTCredit Agreement • September 28th, 2000 • Affiliated Computer Services Inc • Services-computer processing & data preparation
1 EXHIBIT 2.4 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 29th, 1997 • Affiliated Computer Services Inc • Services-computer processing & data preparation • Maryland
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT THIS AMENDMENT is entered into as of August 10, 2001, between AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("BORROWER"), Lenders, WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as...Credit Agreement and Consent • August 29th, 2001 • Affiliated Computer Services Inc • Services-computer processing & data preparation
CREDIT AGREEMENTCredit Agreement • August 29th, 2001 • Affiliated Computer Services Inc • Services-computer processing & data preparation • New York
Exhibit 10.1 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (this "Agreement") is made and effective this 1st day of March 2004 by and between AFFILIATED COMPUTER SERVICES, INC. (the "Company") and [ ], [ ] of the Company (the "Executive"). The Company...Severance Agreement • May 17th, 2004 • Affiliated Computer Services Inc • Services-computer processing & data preparation • Texas
EXHIBIT 10.25 REVOLVING CREDIT AGREEMENTCredit Agreement • September 18th, 2002 • Affiliated Computer Services Inc • Services-computer processing & data preparation • New York
AFFILIATED COMPUTER SERVICES, INC. as Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee IndentureAffiliated Computer Services Inc • June 6th, 2005 • Services-computer processing & data preparation • New York
