<PAGE> 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), NATIONAL ASSOCIATION, as Agent for Lenders
("AGENT"), and BANK ONE, TEXAS, N.A., as Co-Agent for Lenders.
1. Borrower, Agent, Co-Agent, and certain Lenders are party to the
Restated Credit Agreement (as renewed, extended, and amended, the "CREDIT
AGREEMENT") dated as of June 20, 1996, providing for a $160,000,000 revolving
credit facility, which has subsequently been increased to $200,000,000.
2. Borrower, Agent, Co-Agent, and Lenders have agreed, subject to the
following terms and conditions, to amend the Credit Agreement to provide for,
among other things, (a) additional amounts and types of Permitted Debt, and (b)
certain other amendments and modifications as more particularly set forth
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this amendment (a)
terms defined in the Credit Agreement have the same meanings when used in this
amendment, and (b) references to "Sections," Schedules," and "Exhibits" are to
the Credit Agreement's sections, schedules, and exhibits.
2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is amended as
follows:
(a) The definition of "APPLICABLE MARGIN" in SECTION 1.1 is hereby
deleted in its entirety and replaced with the following:
APPLICABLE MARGIN means, for any day, the margin of interest
over LIBOR that is applicable when LIBOR is determined under this
agreement. The Applicable Margin is subject to adjustment (upwards or
downwards, as appropriate) based on the Funded Debt/EBITDA Ratio as
stated in the table below:
<TABLE>
<CAPTION>
FUNDED DEBT/EBITDA RATIO APPLICABLE MARGIN FOR
LIBOR BORROWINGS
--------------------------------------------------------------------------------
<S> <C>
Greater than or equal to 2.50 to 1.00 0.875%
Less than 2.50 to 1.00, but greater than or equal to 0.625%
2.00 to 1.00
Less than 2.00 to 1.00 0.500%
</TABLE>
The Funded Debt/EBITDA Ratio shall be calculated quarterly on a
consolidated basis for the Companies on the last day of each March,
June, September, and December, commencing June 30, 1997, based upon the
most recently furnished Financials under SECTION 8.1 and any related
Compliance Certificate, and shall apply to all Interest Periods
commencing after the delivery of such Financials, until recalculated in
accordance with this paragraph. If Borrower fails to furnish to Agent
any such Financials and any related
THIRD AMENDMENT TO
RESTATED CREDIT AGREEMENT
<PAGE> 2
Compliance Certificate when required to pursuant to SECTION 8.1, then
the maximum Applicable Margin shall apply to all Interest Periods
commencing after the date upon which such Financials were due until
Borrower furnishes the required Financials and any related Compliance
Certificate to Agent and shall apply from and as of each date of
calculation until the following date of calculation. From September 24,
1999 through the delivery of the Financials and Compliance Certificate
for the fiscal period ended December 31, 1999, the Applicable Margin
shall not be less than 0.625%.
(b) The definition of "APPLICABLE PERCENTAGE" in SECTION 1.1 is hereby
deleted in its entirety and replaced with the following:
APPLICABLE PERCENTAGE means, for any day, a commitment-fee
percentage applicable under SECTION 4.4, subject to adjustment (upwards
or downwards, as appropriate), based on the Funded Debt/EBITDA Ratio,
as follows:
<TABLE>
<CAPTION>
FUNDED DEBT/EBITDA RATIO APPLICABLE PERCENTAGE
-------------------------------------------------------------------------------------------
<S> <C>
Greater than or equal to 2.50 to 1.00 0.250%
Less than 2.50 to 1.00, but greater than or equal to 2.00 to 1.00 0.200%
Less than 2.00 to 1.00 0.150%
</TABLE>
The Funded Debt/EBITDA Ratio is determined as described in the
definition of APPLICABLE MARGIN and shall apply from and as of the date
of calculation until the following date of calculation. From September
24, 1999 through the delivery of the Financials and Compliance
Certificate for the fiscal period ended December 31, 1999, the
Applicable Percentage shall not be less than 0.200%.
(c) SCHEDULE 7.3 is hereby deleted in its entirety and replaced with
SCHEDULE 7.3 attached hereto.
(d) SCHEDULE 7.8 is hereby deleted in its entirety and replaced with
SCHEDULE 7.8 attached hereto.
(e) SCHEDULE 7.14 is hereby deleted in its entirety and replaced with
SCHEDULE 7.14 attached hereto.
(f) SCHEDULE 7.18 is hereby deleted in its entirety and replaced with
SCHEDULE 7.18 attached hereto.
(g) SCHEDULE 9.2 is hereby deleted in its entirety and replaced with
SCHEDULE 9.2 attached hereto.
(h) SCHEDULE 12.1 is hereby deleted in its entirety and replaced with
SCHEDULE 12.1 attached hereto.
THIRD AMENDMENT TO
RESTATED CREDIT AGREEMENT
2
<PAGE> 3
3. CONDITIONS PRECEDENT. PARAGRAPH 2 above is not effective until the
date (a) Agent receives counterparts of this amendment executed by Borrower,
Agent, Co-Agent, and Determining Lenders, and each document and other item
listed on the attached ANNEX A, each of which must be in form and substance
acceptable to Agent and its counsel, and (b) Borrower pays to Agent, for the
account of each Lender that executes this amendment by the close of business on
Friday, September 24, 1999 (each an "APPROVING LENDER"), an amendment fee equal
to the product of (i) the Commitment of each Approving Lender, and (ii)
one-fifth of one percent (0.20%).
4. RATIFICATIONS. Borrower (a) ratifies and confirms all provisions of
the Loan Documents as amended by this amendment, (b) ratifies and confirms that
all guaranties, assurances, and Liens granted, conveyed, or assigned to Agent
under the Loan Documents are not released, reduced, or otherwise adversely
affected by this amendment and continue to guarantee, assure, and secure full
payment and performance of the present and future Obligation, and (c) agrees to
perform such acts and duly authorize, execute, acknowledge, deliver, file, and
record such additional documents and certificates as Agent may request in order
to create, perfect, preserve, and protect those guaranties, assurances, and
Liens.
5. REPRESENTATIONS. Borrower represents and warrants to Agent and
Lenders that as of the date of this amendment (a) all representations and
warranties in the Loan Documents are true and correct in all material respects
except to the extent that (i) any of them speak to a different specific date or
(ii) the facts on which any of them were based have been changed by transactions
contemplated or permitted by the Credit Agreement, and (b) no Material Adverse
Event, Default or Potential Default exists.
6. MISCELLANEOUS. All references in the Loan Documents to the "Credit
Agreement" refer to the Credit Agreement as amended by this amendment. This
amendment is a "Loan Document" referred to in the Credit Agreement, and the
provisions relating to Loan Documents in SECTIONS 1 and 14 of the Credit
Agreement are incorporated in this amendment by reference. Unless stated
otherwise (a) the singular number includes the plural and vice versa and words
of any gender include each other gender, in each case, as appropriate, (b)
headings and captions may not be construed in interpreting provisions, (c) this
amendment must be construed, and its performance enforced, under Texas law, (d)
if any part of this amendment is for any reason found to be unenforceable, then
all other portions of it nevertheless remain enforceable, and (e) this amendment
may be executed in any number of counterparts with the same effect as if all
signatories had signed the same document, and all of those counterparts must be
construed together to constitute the same document.
7. ENTIRETIES. THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF
THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
8. PARTIES. This amendment binds and inures to Borrower, Agent,
Lenders, and their respective successors and assigns.
THIRD AMENDMENT TO
RESTATED CREDIT AGREEMENT
3
<PAGE> 4
EXECUTED as of the date first stated above.
AFFILIATED COMPUTER SERVICES, INC., as
Borrower
By:
-----------------------------------
Nancy Vineyard
Treasurer
THIRD AMENDMENT SIGNATURE PAGE
<PAGE> 5
WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION, as Agent and a Lender
By:
-----------------------------------
Kyle G. Hranicky
Vice President
THIRD AMENDMENT SIGNATURE PAGE
<PAGE> 6
BANK ONE, TEXAS, N.A., as Co-Agent and a Lender
By:
-------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
THIRD AMENDMENT SIGNATURE PAGE
<PAGE> 7
BANK ONE, NA (formerly known as The First National
Bank of Chicago), as a Lender
By:
----------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
THIRD AMENDMENT SIGNATURE PAGE
<PAGE> 8
SUNTRUST BANK, ATLANTA, as a Lender
By:
-------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
By:
-------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
THIRD AMENDMENT SIGNATURE PAGE
<PAGE> 9
CREDIT LYONNAIS NEW YORK BRANCH, as a Lender
By:
-------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
THIRD AMENDMENT SIGNATURE PAGE
<PAGE> 10
BANK OF TOKYO - MITSUIBISHI, LTD., as a Lender
By:
-------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
THIRD AMENDMENT SIGNATURE PAGE
<PAGE> 11
THE SANWA BANK LIMITED., as a Lender
By:
-------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
THIRD AMENDMENT SIGNATURE PAGE
<PAGE> 12
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
formerly known as Texas Commerce Bank National
Association, as a Lender
By:
-------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
THIRD AMENDMENT SIGNATURE PAGE
<PAGE> 13
CRESTAR BANK, as a Lender
By:
-------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
THIRD AMENDMENT SIGNATURE PAGE
<PAGE> 14
GUARANTOR CONSENT
To induce Agent, Co-Agent, and Lenders to enter into this amendment, the
undersigned consent and agree (a) to its execution and delivery, (b) that this
amendment in no way releases, diminishes, impairs, reduces, or otherwise
adversely affects any guaranties, assurances, or other obligations or
undertakings of any of the undersigned under any Loan Documents, and (c) waive
notice of acceptance of this consent and agreement, which consent and agreement
binds the undersigned and its successors and permitted assigns and inures to
Agent, Co-Agent, and Lenders and their respective successors and permitted
assigns.
EXECUTED as of the date first stated above.
ACS OUTSOURCING SOLUTIONS, INC.
(f/k/a Genix Group Inc.)
ACS TRADEONE MARKETING, INC.
(f/k/a/ ACS Eastern Services, Inc. and successor to
Pinpoint Marketing, Inc.)
ACS SHARED SERVICES, INC.
(f/k/a/ Shared Affiliated Services, Inc.)
GENIX CSI, INC.
ACS HEALTHCARE SERVICES, INC.
ACS NATIONAL SYSTEMS, INC.
2828 N. HASKELL, INC.
ACS IMAGE SOLUTIONS, INC.
(f/k/a ACS Integrated Document Solutions, Inc. and
f/k/a Dataplex Corporation)
ACS LEGAL SOLUTIONS, INC.
(f/k/a The Lan Company, Inc.)
ACS BUSINESS PROCESS SOLUTIONS, INC.
(f/k/a/ Unibase Technologies, Inc.)
ACS DESKTOP SOLUTIONS, INC.
(f/k/a Intelligent Solutions, Inc.)
ACS DATA ENTRY, INC.
(f/k/a Unibase Data Entry, Inc.)
ACS CLAIMS SERVICES, INC.
MEDIANET, INC.
ACS GOVERNMENT SERVICES, INC.
ACS GOVERNMENT SOLUTIONS GROUP, INC.
(f/k/a Computer Data Systems, Inc.)
COMPUTER DATA SYSTEMS SALES, INC.
CDSI INTERNATIONAL, INC.
CDSI EDUCATION SERVICES, INC.
ACS DEFENSE, INC.
(f/k/a Analytical Systems Engineering, Inc.)
PUBLIC SYSTEMS CORPORATION
ASEC LIMITED, INC.
ASEC SYSTEMS, INC.
ASEC INTERNATIONAL, INC.
ASEC SECURITY INTERNATIONAL, INC.
ACS TECHNOLOGY SOLUTIONS, INC.
(f/k/a/ Technical Directions, Inc.)
CARA CORPORATION
CARA HOLDINGS, INC.
THIRD AMENDMENT SIGNATURE PAGE
<PAGE> 15
TRANSFIRST, INC.
INTELLIFILE, INC.
ACS COMMUNICATIONS INDUSTRY, INC.
(f/k/a Genesis Business Solutions, Inc.)
BETAC INTERNATIONAL CORPORATION
BETAC CORPORATION
BETAC TECHNOLOGIES, LTD.
CDSI MORTGAGE SERVICES, INC.
ACS LENDING, INC.
ACS RETAIL SOLUTIONS, INC.
ACS SECURITIES SERVICES, INC.
(f/k/a RealNet Software, Inc.)
ACS DESKTOP SOLUTIONS, INC.
APPALACHIAN COMPUTER SERVICES, L.L.C.
EMPLOYEE BENEFIT PLANS, INC.
ACS LEGAL SOLUTIONS, INC.
MICAH TECHNOLOGY SERVICES, INC.
ACS BRC HOLDINGS, INC.
CLINISYS, INC.
BRC TECHNOLOGY SERVICES, INC.
CODING SYSTEMS, INC.
LOGAN SERVICES, INC.
ACS ENTERPRISE SOLUTIONS, INC.
TENACITY ACQUISITION COMPANY
THE PACE GROUP, INC.
MIDS, INC.
PACE GROUP SERVICES, INC.
ACS HEALTH CARE, INC.
LATRON HOLDINGS, INC.
LATRON COMPUTER SYSTEMS, INC.
as Guarantors
By:
-----------------------------------------------------
Nancy Vineyard
as Treasurer of each of the Guarantors
MG/A FIELDS ROAD LTD. PARTNERSHIP
as Guarantor
By: ACS GOVERNMENT SOLUTIONS GROUP, INC.
General Partner
By:
--------------------------------------------------
Nancy Vineyard
Treasurer
THIRD AMENDMENT SIGNATURE PAGE
<PAGE> 16
FIRST CITY TRANSFER SERVICES, L.P.,
as a Guarantor
By:
--------------------------------------------
Stuart Chagrin
General Partner
THIRD AMENDMENT SIGNATURE PAGE
<PAGE> 17
ANNEX A
CLOSING DOCUMENTS*
Unless otherwise specified, all dated either September 24, 1999
(the "CLOSING DATE") or a date no earlier than 30 days
before the Closing Date (a "CURRENT DATE").
H&B [1.] THIRD AMENDMENT TO RESTATED CREDIT AGREEMENT (the "AMENDMENT")
dated as of September 24, 1999, between AFFILIATED COMPUTER
SERVICES, INC., a Delaware corporation ("BORROWER"), certain
Lenders, WELLS FARGO BANK (TEXAS), N.A., as Agent and BANK
ONE, TEXAS, N.A., as Co-Agent, the defined terms in which have
the same meanings when used in this annex, to which must be
attached:
H&B Annex A - Closing Documents
ACS Amended Schedule 9.2 - Permitted Debt
H&B [2.] AMENDED AND RESTATED GUARANTY dated as of September 24, 1999,
in substantially the form of EXHIBIT B to the Credit
Agreement, and executed by each of the Subsidiaries of
Borrower that are required to be Guarantors under the Credit
Agreement, as "Guarantors."
ACS [3.] UNIFORM COMMERCIAL CODE SEARCH REPORTS prepared as of the
dates indicated below, by reporting services acceptable to
Agent with respect to all financing statements filed against
the following Companies with the following filing offices:
<TABLE>
<CAPTION>
COMPANY FILING OFFICE EFFECTIVE DATE
<S> <C> <C>
ACS Enterprise Solutions, Inc. Texas
ACS BRC Holdings, Inc. Texas
ACS Health Care, Inc. Texas
BETAC Corporation Massachusetts
</TABLE>
WL [4.] CORPORATE CHARTER for each of the Subsidiaries listed in ITEM
B on SCHEDULE 1 attached hereto, certified as of a Current
Date by the appropriate Secretary of State.
WL [5.] OFFICERS' CERTIFICATE for each of the Subsidiaries listed in
ITEM B on SCHEDULE 1 attached hereto, dated as of the Closing
Date, executed by its President or Vice President and
Secretary or any Assistant Secretary as to resolutions of its
directors authorizing the Credit Agreement and the
transactions contemplated in it, the incumbency of its
officers, its bylaws, and its corporate charter.
ACS [6.] CERTIFICATES OF EXISTENCE, AUTHORITY, AND GOOD STANDING OR
SIMILAR STATUS for each of the Subsidiaries listed in ITEM B
on SCHEDULE 1 attached hereto, issued as of a Current Date by
the appropriate offices in the jurisdiction of each of those
Companies' incorporation.
___ [7.] Such other documents and items as Agent may reasonably
request.
--------
* [ ] indicate items not complete at the time this version of this Annex
was prepared, along with the initials of the party or counsel
responsible for them.
ANNEX A
<PAGE> 18
SCHEDULE 1
ITEM B - GUARANTORS
ACS Outsourcing Solutions, Inc., (f/k/a Genix Group Inc.)
ACS Tradeone Marketing, Inc., (f/k/a ACS Eastern Services, Inc. and successor to
Pinpoint Marketing, Inc.)
ACS Shared Services, Inc., (f/k/a Shared Affiliated Services, Inc.)
Genix CSI, Inc.
ACS Healthcare Services, Inc.
ACS National Systems, Inc.
2828 N. Haskell, Inc.
ACS Image Solutions, Inc., (f/k/a ACS Integrated Document Solutions, Inc. and
F/k/a Dataplex Corporation)
ACS Legal Solutions, Inc., (f/k/a the Lan Company, Inc.)
ACS Business Process Solutions, Inc., (f/k/a Unibase Technologies, Inc.)
ACS Desktop Solutions, Inc., (f/k/a Intelligent Solutions, Inc.)
ACS Data Entry, Inc., (f/k/a Unibase Data Entry, Inc.)
ACS Claims Services, Inc.
Medianet, Inc.
ACS Government Services, Inc.
ACS Government Solutions Group, Inc., (f/k/a Computer Data Systems, Inc.)
Computer Data Systems Sales, Inc.
CDSI International, Inc.
CDSI Education Services, Inc.
ACS Defense, Inc., (f/k/a Analytical Systems Engineering, Inc.)
Public Systems Corporation
ASEC Limited, Inc.
ASEC Systems, Inc.
ASEC International, Inc.
ASEC Security International, Inc.
ACS Technology Solutions, Inc., (f/k/a/ Technical Directions, Inc.)
Cara Corporation
Cara Holdings, Inc.
Transfirst, Inc.
Intellifile, Inc.
ACS Communications Industry, Inc., (f/k/a Genesis Business Solutions, Inc.)
Betac International Corporation
Betac Corporation
Betac Technologies, Ltd.
CDSI Mortgage Services, Inc.
ACS Lending, Inc.
ACS Retail Solutions, Inc.
ACS Securities Services, Inc., (f/k/a Realnet Software, Inc.)
ACS Desktop Solutions, Inc.
Appalachian Computer Services, L.L.C.
Employee Benefit Plans, Inc.
ACS Legal Solutions, Inc.
Micah Technology Services, Inc.
SCHEDULE 1
<PAGE> 19
ACS BRC Holdings, Inc.
Clinisys, Inc.
BRC Technology Services, Inc.
Coding Systems, Inc.
Logan Services, Inc.
ACS Enterprise Solutions, Inc.
Tenacity Acquisition Company
The Pace Group, Inc.
Mids, Inc.
Pace Group Services, Inc.
ACS Health Care, Inc.
Latron Holdings, Inc.
Latron Computer Systems, Inc.
MG/A Filds Road Ltd. Partnership
First City Transfer Services, L.P.
SCHEDULE 1
<PAGE> 20
SCHEDULE 7.3
AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
NAME OF COMPANY AND EXECUTIVE STATE OF STATES IN WHICH QUALIFIED TO DO
OFFICE INCORPORATION BUSINESS
----------------------------------------------------------------------------------------------------
<S> <C> <C>
2828 N. Haskell, Inc. Texas Texas
2828 N. Haskell
Dallas, Texas 75204
ACS BPS Guatemala, S.A. Guatemala Guatemala
Calzada Roosevelt 22-43, Zona 11,
Edificio Tikal Futura Torre Sol, Nivel 19
Ciudad Guatemala, Guatemala
Affiliated Computer Services Business France France
Process Solutions, S.A.R.L.
Parc de la Calarde
Parc d'Activite de la Calarde
95500 Gonesse
France
ACS Business Process Solutions, Inc. Nevada AZ, IL, MA, OH, SC, UT, WA
510 West Park Land Drive IA, MO, TN, TX
Sandy, UT 84070
ACS Business Process Solutions de Mexico None
Mexico,
Avenida Paseo de Los Leonies
No. 1910
Colonia Cumbras de Monterey
Monterey, Nuevo Leon
Mexico
<CAPTION>
NAME OF COMPANY AND EXECUTIVE OTHER NAMES USED NAME CHANGES IN % OWNED % OWNED
OFFICE IN PAST SEVEN YEARS THE PAST FOUR BY ACS OR BY OTHER
MONTHS SUBSIDIARY SHARE-
HOLDERS
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2828 N. Haskell, Inc. None None 100 (ACS) None
2828 N. Haskell
Dallas, Texas 75204
ACS BPS Guatemala, S.A. None None 100 (ACS None
Calzada Roosevelt 22-43, Zona 11, Business
Edificio Tikal Futura Torre Sol, Nivel 19 Process
Ciudad Guatemala, Guatemala Solutions,
Inc.)
Affiliated Computer Services Business None None 100 (ACS None
Process Solutions, S.A.R.L. Business
Parc de la Calarde Process
Parc d'Activite de la Calarde Solutions,
95500 Gonesse Inc.)
France
ACS Business Process Solutions, Inc. Unibase None 100 (ACS) None
510 West Park Land Drive Technologies, Inc.,
Sandy, UT 84070 Network Data Entry,
Inc. (Changed in
April 1995) ACS
Business Process
Solution, Inc.
(changed 7/23/98)
ACS Business Process Solutions de Unibase None 99 (ACS 1 (ACS
Mexico, Technologies S.A. de Business Data
Avenida Paseo de Los Leonies C.V. Process Entry, Inc.)
No. 1910 Solutions,
Colonia Cumbras de Monterey Inc.)
Monterey, Nuevo Leon
Mexico
</TABLE>
SCHEDULE 7.3
<PAGE> 21
<TABLE>
<CAPTION>
NAME OF COMPANY AND EXECUTIVE STATE OF STATES IN WHICH QUALIFIED TO DO
OFFICE INCORPORATION BUSINESS
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
ACS Claims Services, Inc. Texas Texas
3960 N. Central Expwy
Dallas, Texas 75204
ACS Communications Industry Services, Illinois Texas
Inc.
2828 N. Haskell Ave
Dallas, Texas 75214
ACS Data Entry, Inc. Delaware AZ, CA, CO, FL, ID, IL, KY, NJ
510 West Park Land Drive NM, PA, UT
Sandy, UT 84070
ACS Government Services, Inc. Texas CA, MN
2828 N. Haskell
Dallas, Texas 75204
ACS Government Solutions Group, Inc. Maryland AK, AL, CA, CO, DE, DC, FL, GA,
f/k/a Computer Data Systems, Inc. HI, IL, IA, IN, KS, KY, LA, MA,
One Curie Court MI, MN, MS, MO, MT, ND, NE,
Rockville, MD 20850-4389 NH, NJ, NM, NY, NC, OH, OK,
PA, SC, TN, TX, UT, VA, WA,
WV, AND WY
ACS Healthcare Services, Inc. California IL, ID, IN, MO, OH, TN, TX, UT
2828 N. Haskell Ave.
Dallas, Texas 75204
<CAPTION>
NAME OF COMPANY AND EXECUTIVE OTHER NAMES USED NAME CHANGES IN % OWNED % OWNED
OFFICE IN PAST SEVEN YEARS THE PAST FOUR BY ACS OR BY OTHER
MONTHS SUBSIDIARY SHARE-
HOLDERS
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ACS Claims Services, Inc. Wolf Benefits, Inc. , None 100 (ACS) None
3960 N. Central Expwy ACS Claims
Dallas, Texas 75204 Services, Inc.
ACS Communications Industry Services, Genesis Business None 100 (ACS) None
Inc. Solutions, Inc.
2828 N. Haskell Ave (changed 7/31/98)
Dallas, Texas 75214 Genesis
International, Inc. (a
d/b/a)
ACS Data Entry, Inc. Unibase Data Entry, None 100 (ACS None
510 West Park Land Drive Inc. (changed Business
Sandy, UT 84070 8/26/98) Process
Solutions,
Inc.)
ACS Government Services, Inc. TransFirst None 100 (ACS) None
2828 N. Haskell Corporation
Dallas, Texas 75204
ACS Government Solutions Group, Inc. Computer Data ACS Government 100 (ACS) None
f/k/a Computer Data Systems, Inc. Systems, Inc. Solutions Group
One Curie Court (changed 8/31/98) (effective 8/31/98)
Rockville, MD 20850-4389 Maryland Computer
Data Systems, Inc.;
CDSI, Inc.; CDSI;
Computer Data
Systems, Inc. of
Maryland; Maryland
Computer Data
Systems
ACS Healthcare Services, Inc. National Healthtech None 100 (ACS) None
2828 N. Haskell Ave. Corp.; National
Dallas, Texas 75204 Healthtech Holdings,
Inc.
</TABLE>
SCHEDULE 7.3
<PAGE> 22
<TABLE>
<CAPTION>
NAME OF COMPANY AND EXECUTIVE STATE OF STATES IN WHICH QUALIFIED TO DO
OFFICE INCORPORATION BUSINESS
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
ACS Image Solutions, Inc. Louisiana AL, AZ, CA, CO, FL, GA, IA, IL,
3988 N. Central Expwy KY, MD, MI, MN, MI, MN, MS,
Dallas, Texas 75204 NC, NJ, NM, OH, OK, OR, PA,
SC, TN, TX, WA
ACS Lending, Inc. Delaware Delaware
2828 N. Haskell
Dallas, Texas 75204
ACS National Systems, Inc. Delaware TX , VA
2828 N. Haskell
Dallas, Texas 75204
ACS Outsourcing Solutions, Inc. f/k/a Michigan CT, KY, OH, NJ, NC, SC, PA, WV
Genix Group, Inc. (The)
One Marquis Plaza
5315 Campbell's Run Road
Pittsburgh, PA 15205
ACS Retail Solutions, Inc. (Canmax) Texas Texas
2828 N. Haskell Floor 10
Dallas, Texas 75204
ACS Securities Services, Inc. Texas Texas
5580 Lyndon B Johnson Fwy
Dallas, TX 75240
ACS Shared Services, Inc. Texas IL, KY
2828 N. Haskell
Dallas, Texas 75204
ACS Technology Solutions, Inc. Texas AZ, CA, CO, FL, GA, IL, KS, MO,
3030 LBJ Freeway, Suite 910 NC, OK, OR, PA, WA
Dallas, Texas 75234
<CAPTION>
NAME OF COMPANY AND EXECUTIVE OTHER NAMES USED NAME CHANGES IN % OWNED % OWNED
OFFICE IN PAST SEVEN YEARS THE PAST FOUR BY ACS OR BY OTHER
MONTHS SUBSIDIARY SHARE-
HOLDERS
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ACS Image Solutions, Inc. ACS Image Solution, None 100 (ACS) None
3988 N. Central Expwy Inc. s changed on
Dallas, Texas 75204 4/5/99; Dataplex
Corporation to ACS
Integrated Document
Solutions, Inc.
changed 7/31/98
ACS Lending, Inc. None None 100 (ACS) None
2828 N. Haskell
Dallas, Texas 75204
ACS National Systems, Inc. CSX National None 100 (ACS) None
2828 N. Haskell Systems, Inc.
Dallas, Texas 75204
ACS Outsourcing Solutions, Inc. f/k/a Genix Group, Inc. ACS Outsourcing 100 (ACS) None
Genix Group, Inc. (The) Solutions, Inc.
One Marquis Plaza effective 8/3/98
5315 Campbell's Run Road
Pittsburgh, PA 15205
ACS Retail Solutions, Inc. (Canmax) ACS Retail Services, None 100 (ACS) None
2828 N. Haskell Floor 10 Inc. Changed
Dallas, Texas 75204 12/29/98
ACS Securities Services, Inc. Real-Net Software, None 100% (ACS None
5580 Lyndon B Johnson Fwy Inc. Changed to TradeOne
Dallas, TX 75240 current name 11/5/98 Marketing,
Inc.)
ACS Shared Services, Inc. Shared Affiliated None 100 (ACS) None
2828 N. Haskell Services, Inc.
Dallas, Texas 75204
ACS Technology Solutions, Inc. Technical Directions, ACS Technology 100 (ACS) None
3030 LBJ Freeway, Suite 910 Inc., The Systems Solutions, Inc.
Dallas, Texas 75234 Group, Inc. San effective 9/3/98
Diego Systems
Group (CA only)
8/1/97
</TABLE>
SCHEDULE 7.3
<PAGE> 23
<TABLE>
<CAPTION>
NAME OF COMPANY AND EXECUTIVE STATE OF STATES IN WHICH QUALIFIED TO DO
OFFICE INCORPORATION BUSINESS
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
ACS TradeOne Marketing, Inc. Delaware MA, NJ, NY, TX
915 Broadway, 5th Floor
New York, NY 10010
Affiliated Computer Services, LTD. United Kingdom United Kingdom
Chelsea Manor Gardens
Chelsea, England SW3 5Pn
Affiliated Computer Services, Inc. Delaware AZ, AR, CA, CO, FL GA, IL, KY,
2828 N. Haskell LA, MD, MA, MS, NE, NM, NY,
Dallas, Texas 75204 OH, OK, TN, TX, VA
ACS Defense, Inc. Massachusetts CA, CO, MD, NJ, NM, NY, OH,
Five Burlington Woods, Suite 100 PA, RI, TX, VA
Burlington, MA 01803
ASEC International, Incorporated Delaware Massachusetts
Five Burlington Woods, Suite 100
Burlington, MA 01803
ASEC Limited, Inc. Delaware Massachusetts
Five Burlington Woods, Suite 100
Burlington, MA 01803
ASEC Security International, Inc. Delaware Massachusetts
Five Burlington Woods, Suite 100
Burlington, MA 01803
ASEC Systems, Inc. Delaware Massachusetts
Five Burlington Woods, Suite 100
Burlington, MA 01803
<CAPTION>
NAME OF COMPANY AND EXECUTIVE OTHER NAMES USED NAME CHANGES IN % OWNED % OWNED
OFFICE IN PAST SEVEN YEARS THE PAST FOUR BY ACS OR BY OTHER
MONTHS SUBSIDIARY SHARE-
HOLDERS
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ACS TradeOne Marketing, Inc. ACS Eastern None 100 (ACS) None
915 Broadway, 5th Floor Services, Inc.
New York, NY 10010 Pinpoint Marketing,
Inc.
Affiliated Computer Services, LTD. Genix Group, LTD., None 100 (ACS None
Chelsea Manor Gardens Genix International Outsourcing
Chelsea, England SW3 5Pn LTD., Solutions,
Tort LTD. Inc.)
Affiliated Computer Services, Inc. ACS Investors, Inc. None 100 (ACS) Stockholders
2828 N. Haskell (name changed
Dallas, Texas 75204 7/5/94); Affiliated
Computer Systems
(name changed
7/22/92)
ACS Defense, Inc. ASEC, Inc. (changed Analytical Systems 100 (ACS None
Five Burlington Woods, Suite 100 name 7/1/76) Engineering Government
Burlington, MA 01803 d/b/a ASEC Corporation Solutions
International Inc. in (changed 6/24/99) Group, Inc.)
Texas
ASEC International, Incorporated None None 100 (ACS None
Five Burlington Woods, Suite 100 Defense,
Burlington, MA 01803 Inc.)
ASEC Limited, Inc. None None 100 (ACS None
Five Burlington Woods, Suite 100 Defense,
Burlington, MA 01803 Inc.)
ASEC Security International, Inc. None None 100 (ACS None
Five Burlington Woods, Suite 100 Defense,
Burlington, MA 01803 Inc.) 00
ASEC Systems, Inc. None None 100 (ACS None
Five Burlington Woods, Suite 100 Defense,
Burlington, MA 01803 Inc.)
</TABLE>
SCHEDULE 7.3
<PAGE> 24
<TABLE>
<CAPTION>
NAME OF COMPANY AND EXECUTIVE STATE OF STATES IN WHICH QUALIFIED TO DO
OFFICE INCORPORATION BUSINESS
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Betac Corporation Virginia AL, AZ, CA, CO, FL, GA, HI, MD,
2001 N. Beauregard Street MA, NE, NH, NC, PA, TX
Alexandria VA 22311
Betac International Corporation Delaware Delaware
2001 N. Beauregard Street
Alexandria VA 22311
Betac Technologies, LTD Delaware Virginia
2001 N. Beauregard Street
Alexandria VA 22311
ACS Health Care, Inc. f/k/a Oregon AR, CA, CO, FL, GA, IL, MI, MN,
BRC Health Care, Inc. MO, NE, NH, NJ, NY, NC, OH,
2828 N. Haskell Avenue Fl 10 OR, PA, TN, TX, VA, WV, WA,
Dallas, Texas 75204 DC
ACS BRC Holdings, Inc. Delaware TX
2828 N. Haskell Avenue Fl 10
Dallas, Texas 75204
BRC Technology Services, Inc. Delaware AL, CA, FL, GA, IA, MA, MI, NY,
2828 N. Haskell Avenue Fl 10 NC, OH, PA, TX, WY
Dallas, Texas 75204
ACS Enterprise Solutions, Inc. f/k/a Delaware AL, AK, AZ, AR, CA, CO, CT, FL,
Business Records Corporation GA, HI, ID, IL, IN, IA, KS, KY, LA,
2828 N. Haskell Avenue Fl 10 ME, MD, MA, MI, MN, MS, MO,
Dallas, Texas 75204 MT, NE, NV, NH, NJ, NM, NY,
NC, ND, OH, OK, OR, PA, RI, SC,
TN, TX, UT, VT, VA, WV, WA,
WI, WY
Cara Corporation Illinois AZ, CA, CO, GA, IN, MN, NM
1900 Spring Road, Suite 450 OR, TX, WA,
Oak Brook, IL 60521
<CAPTION>
NAME OF COMPANY AND EXECUTIVE OTHER NAMES USED NAME CHANGES IN % OWNED % OWNED
OFFICE IN PAST SEVEN YEARS THE PAST FOUR BY ACS OR BY OTHER
MONTHS SUBSIDIARY SHARE-
HOLDERS
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Betac Corporation None None 100 (ACS None
2001 N. Beauregard Street Defense,
Alexandria VA 22311 Inc.)
Betac International Corporation None None 100 (ACS None
2001 N. Beauregard Street Defense,
Alexandria VA 22311 Inc.)
Betac Technologies, LTD None None 100 (ACS None
2001 N. Beauregard Street Defense,
Alexandria VA 22311 Inc.)
ACS Health Care, Inc. f/k/a BRC Health Care, None 100 (ACS None
BRC Health Care, Inc. Inc. (name changed BRC
2828 N. Haskell Avenue Fl 10 3/17/99) CMSI, Holdings,
Dallas, Texas 75204 Computer Inc.)
Management
Services, Inc., Prism
ACS BRC Holdings, Inc. BRC Holdings, Inc. 100 (ACS) None
2828 N. Haskell Avenue Fl 10 (changed 2/99)
Dallas, Texas 75204 Business Records
Corporation Holding
Co
BRC Technology Services, Inc. None None 100 (ACS None
2828 N. Haskell Avenue Fl 10 BRC
Dallas, Texas 75204 Holdings,
Inc.)
ACS Enterprise Solutions, Inc. f/k/a Business Records 100 (ACS N/A
Business Records Corporation Corporation BRC
2828 N. Haskell Avenue Fl 10 (changed 3/17/99), Holdings,
Dallas, Texas 75204 Cronus, SWECO Inc.)
Cara Corporation d/b/a Cara None 100 (ACS None
1900 Spring Road, Suite 450 Information Services Technology
Oak Brook, IL 60521 Corp in IN Solutions,
Inc.)
</TABLE>
SCHEDULE 7.3
<PAGE> 25
<TABLE>
<CAPTION>
NAME OF COMPANY AND EXECUTIVE STATE OF STATES IN WHICH QUALIFIED TO DO
OFFICE INCORPORATION BUSINESS
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Cara Holdings, Inc. Delaware Delaware
1900 Spring Road, Suite 450
Oak Brook, IL 60521
CDSI Argentina, S.A. Argentina, S.A. Argentina
One Curie Court
Rockville, MD 20850-4389
CDSI Education Services, Inc. Maryland Florida, North Carolina, Virginia
One Curie Court
Rockville, MD 20850-4389
CDSI Guatemala, S.A. Guatemala Guatemala
c/o Charles Cameron
One Curie Court
Rockville, MD 20850
CDSI International, Inc. Delaware DC
One Curie Court
Rockville, MD 20850-4389
CDSI Mortgage Services, Inc. Maryland NC, TX, VA
One Curie Court
Rockville, MD 20850-4389
Clinisys, Inc. Texas (shell) LA
2828 N. Haskell Avenue Fl 10
Dallas, Texas 75204
Coding Systems, Inc. Texas Texas
2828 N. Haskell Avenue Fl 10
Dallas, Texas 75204
<CAPTION>
NAME OF COMPANY AND EXECUTIVE OTHER NAMES USED NAME CHANGES IN % OWNED % OWNED
OFFICE IN PAST SEVEN YEARS THE PAST FOUR BY ACS OR BY OTHER
MONTHS SUBSIDIARY SHARE-
HOLDERS
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cara Holdings, Inc. None None 100 (ACS None
1900 Spring Road, Suite 450 Technology
Oak Brook, IL 60521 Solutions,
Inc.)
CDSI Argentina, S.A. None None 99 (ACS Charles
One Curie Court Government Cameron
Rockville, MD 20850-4389 Solutions (1%)
Group, Inc.)
CDSI Education Services, Inc. None None 100 (ACS None
One Curie Court Government
Rockville, MD 20850-4389 Solutions
Group, Inc.)
CDSI Guatemala, S.A. None None 99 (ACS Charles
c/o Charles Cameron Government Cameron
One Curie Court Solutions (1%)
Rockville, MD 20850 Group, Inc.)
CDSI International, Inc. None None 100 (ACS None
One Curie Court Government
Rockville, MD 20850-4389 Solutions
Group, Inc.)
CDSI Mortgage Services, Inc. None None 100 (ACS None
One Curie Court Government
Rockville, MD 20850-4389 Solutions
Group, Inc.)
Clinisys, Inc. Clinical Resource None 100 (ACS None
2828 N. Haskell Avenue Fl 10 Systems, Inc. BRC
Dallas, Texas 75204 Holdings,
Inc.)
Coding Systems, Inc. None None 100 (ACS None
2828 N. Haskell Avenue Fl 10 BRC
Dallas, Texas 75204 Holdings,
Inc.)
</TABLE>
SCHEDULE 7.3
<PAGE> 26
<TABLE>
<CAPTION>
NAME OF COMPANY AND EXECUTIVE STATE OF STATES IN WHICH QUALIFIED TO DO
OFFICE INCORPORATION BUSINESS
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Computer Data Systems Sales, Inc. Maryland DC
One Curie Court
Rockville, MD 20850-4389
Datex Communications Corporation Canada Canada
129 Bay Street Ste 2800
Commerce Court West
Toronto, Ontario M5L 1A9
Employee Benefit Plans, Inc. Delaware AZ, AR, CO, CT, DE, DC, FL, GA,
2828 N. Haskell Ave ID, IL, I, LA, MD, MA, MI, MN,
Dallas, TX 75204 MS, MO, MT, NV, NM, NY, NC,
ND, OH, OK, OR, PA, RI, SC, SD,
TN, TX, UT, VA, WA, WV
FCTC Transfer Services, LP Delaware New York, New Jersey
915 Broadway, Fifth Floor
New York, New York 10010
Genix CSI, Inc. Michigan MI
5225 Auto Club Drive
Dearborn, MI 48126
GuaranTec, L.L.P. Florida Florida
One Curie Court
Rockville, MD 20850-4389
Intellifile, Inc. Nevada CA, TX
2828 N. Haskell
Dallas, Texas 75204
<CAPTION>
NAME OF COMPANY AND EXECUTIVE OTHER NAMES USED NAME CHANGES IN % OWNED % OWNED
OFFICE IN PAST SEVEN YEARS THE PAST FOUR BY ACS OR BY OTHER
MONTHS SUBSIDIARY SHARE-
HOLDERS
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Computer Data Systems Sales, Inc. None None 100 (ACS None
One Curie Court Government
Rockville, MD 20850-4389 Solutions
Group, Inc.)
Datex Communications Corporation N/A 1350773 Ontario, 100 (ACS None
129 Bay Street Ste 2800 Inc.; ACS Datex Communicat-
Commerce Court West Acquisition Corp ions
Toronto, Ontario M5L 1A9 Industry
Services,
Inc.)
Employee Benefit Plans, Inc. N/A N/A 100 (ACS) None
2828 N. Haskell Ave
Dallas, TX 75204
FCTC Transfer Services, LP None d/b/a First City 99% of Stuart
915 Broadway, Fifth Floor Transfer Company Partnership Chagrin
New York, New York 10010 Units owns 1%
(Limited (General
Partner) Partner)
Genix CSI, Inc. MCN Computer None 100 (ACS None
5225 Auto Club Drive Corporation Outsourcing
Dearborn, MI 48126 Solutions,
Inc.)
GuaranTec, L.L.P. None None 51% (CDSI InTuition
One Curie Court Education Guarantee
Rockville, MD 20850-4389 Services, Services,
Inc.) Inc.
Intellifile, Inc. None None 100 (ACS None
2828 N. Haskell Image
Dallas, Texas 75204 Solutions,
Inc.)
</TABLE>
SCHEDULE 7.3
<PAGE> 27
<TABLE>
<CAPTION>
NAME OF COMPANY AND EXECUTIVE STATE OF STATES IN WHICH QUALIFIED TO DO
OFFICE INCORPORATION BUSINESS
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
ACS Desktop Solutions, Inc. Virginia District of Columbia
2700 Prosperity Avenue
Fairfax, VA 22031
ACS Legal Solutions, Inc. Pennsylvania New York
200 Chester Field Parkway Virginia
Suite 500 Delaware
Malvern PA 19355 Maryland
Texas
Appalachian Computer Services, LLC Delaware Kentucky
2828 N. Haskell Avenue
Dallas, Texas 75204
Latron Computer Systems, Inc. New Jersey New Jersey
2828 N. Haskell Avenue Fl 10
Dallas, Texas 75204
Latron Holdings, Inc. Oregon Oregon
2828 N. Haskell Avenue Fl 10
Dallas, Texas 75204
Logan Services, Inc. Delaware KY, NC, TN, VA
2828 N. Haskell Avenue Fl 10
Dallas, Texas 75204
Medianet, Inc. Delaware Texas
11149 Research Blvd. Ste 400
Austin, Texas 78759
MG/A Fields Road LTD. Partnership Maryland Maryland
One Curie Court
Rockville, MD 20850-4389
<CAPTION>
NAME OF COMPANY AND EXECUTIVE OTHER NAMES USED NAME CHANGES IN % OWNED % OWNED
OFFICE IN PAST SEVEN YEARS THE PAST FOUR BY ACS OR BY OTHER
MONTHS SUBSIDIARY SHARE-
HOLDERS
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ACS Desktop Solutions, Inc. Intelligent Solutions, None 100 (ACS) None
2700 Prosperity Avenue Inc. (changed 1/7/99)
Fairfax, VA 22031
ACS Legal Solutions, Inc. LAN Company, Inc. LAN Company, Inc. 100 (ACS) None
200 Chester Field Parkway (The) (changed (The)
Suite 500 1/6/99) d/b/a Lancorp, Inc. in
Malvern PA 19355 LAN Acquisition Delaware
Corporation
(changed back to
TLCI 12/26/95)
Appalachian Computer Services, LLC None None 100 (ACS None
2828 N. Haskell Avenue Shared
Dallas, Texas 75204 Services,
Inc.)
Latron Computer Systems, Inc. 100 (Latron None
2828 N. Haskell Avenue Fl 10 Holdings,
Dallas, Texas 75204 Inc.)
Latron Holdings, Inc. 100 (ACS None
2828 N. Haskell Avenue Fl 10 Health Care,
Dallas, Texas 75204 Inc.)
Logan Services, Inc. 100 (ACS None
2828 N. Haskell Avenue Fl 10 BRC
Dallas, Texas 75204 Holdings,
Inc.)
Medianet, Inc. Promotional d/b/a TradeOne 100 (ACS) None
11149 Research Blvd. Ste 400 Acquisition Marketing 10/28/97
Austin, Texas 78759 Corporation
MG/A Fields Road LTD. Partnership None None 99 (ACS 1
One Curie Court Government (Computer
Rockville, MD 20850-4389 Solutions Data
Group, Inc.) Systems
Sales, Inc.
</TABLE>
SCHEDULE 7.3
<PAGE> 28
<TABLE>
<CAPTION>
NAME OF COMPANY AND EXECUTIVE STATE OF STATES IN WHICH QUALIFIED TO DO
OFFICE INCORPORATION BUSINESS
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Micah Technology Services, Inc. Texas Texas
2828 N. Haskell Ave. 10th Floor
Dallas, Texas 75204
MIDS, Inc. AZ AZ
2828 N. Haskell Avenue Fl 10
Dallas, Texas 75204
The Pace Group, Inc. TX None
2828 N. Haskell Avenue Fl 10
Dallas, Texas 75204
The Pace Group Services, Inc. TX None
2828 N. Haskell Avenue Fl 10
Dallas, Texas 75204
Public Systems Corporation Massachusetts None
Five Burlington Woods, Suite 100
Burlington, MA 01803
South Wildewood Partners L.P. Maryland Maryland
One Curie Court
Rockville, MD 20850-4389
Technology Recognition Systems, Inc. Delaware Virginia, DC
2001 N. Beauregard Street
Alexandria VA 22311
Tenacity Acquisition Company DE OH
2828 N. Haskell Avenue Fl 10
Dallas, Texas 75204
<CAPTION>
NAME OF COMPANY AND EXECUTIVE OTHER NAMES USED NAME CHANGES IN % OWNED % OWNED
OFFICE IN PAST SEVEN YEARS THE PAST FOUR BY ACS OR BY OTHER
MONTHS SUBSIDIARY SHARE-
HOLDERS
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Micah Technology Services, Inc. None None 100 None
2828 N. Haskell Ave. 10th Floor
Dallas, Texas 75204
MIDS, Inc. Pace Acquisition II, None 100 (The None
2828 N. Haskell Avenue Fl 10 Inc. Pace Group,
Dallas, Texas 75204 Inc.)
The Pace Group, Inc. None None 100 (ACS None
2828 N. Haskell Avenue Fl 10 BRC
Dallas, Texas 75204 Holdings,
Inc.)
The Pace Group Services, Inc. None None 100 (The None
2828 N. Haskell Avenue Fl 10 Pace Group,
Dallas, Texas 75204 Inc.)
Public Systems Corporation None - Transport None 100 (ACS None
Five Burlington Woods, Suite 100 Systems Associates, Defense,
Burlington, MA 01803 Inc. (changed name Inc.)
2/12/79)
South Wildewood Partners L.P. None None 50 50 Robert
One Curie Court Wald-
Rockville, MD 20850-4389 schmitt, et
al
Technology Recognition Systems, Inc. None None 100 (Betac None
2001 N. Beauregard Street International
Alexandria VA 22311 Corporation)
Tenacity Acquisition Company Tenacity None 100 (ACS None
2828 N. Haskell Avenue Fl 10 Manufacturing Enterprise
Dallas, Texas 75204 Company, Enduro Solutions,
Binders Inc.)
</TABLE>
SCHEDULE 7.3
<PAGE> 29
<TABLE>
<CAPTION>
NAME OF COMPANY AND EXECUTIVE STATE OF STATES IN WHICH QUALIFIED TO DO
OFFICE INCORPORATION BUSINESS
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
TransFirst, Inc. Texas SC
3988 N. Central Expressway
Dallas, Texas 75204
<CAPTION>
NAME OF COMPANY AND EXECUTIVE OTHER NAMES USED NAME CHANGES IN % OWNED % OWNED
OFFICE IN PAST SEVEN YEARS THE PAST FOUR BY ACS OR BY OTHER
MONTHS SUBSIDIARY SHARE-
HOLDERS
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
TransFirst, Inc. Patco Services of None 100 (ACS 30% (pref
3988 N. Central Expressway Texas, Inc. Voting stock only)
Dallas, Texas 75204 Stock only) ACS
Merchant
Services,
Inc.
</TABLE>
SCHEDULE 7.3
<PAGE> 30
SCHEDULE 7.8
1. KASMIR & KRAGE, L.L.P. V. AFFILIATED COMPUTER SERVICES, INC. ET AL
In early 1992, Affiliated Computer Services, Inc. ("ACS") became
involved in a lawsuit with International Telecharge, Inc. ("ITI") arising out of
ITI's termination of a contract between ACS and ITI. Because of concerns about
the amount of fees being incurred by its counsel in this lawsuit, ACS solicited
proposals from other law firms to represent ACS on a contingent fee basis. After
negotiations with Kasmir & Krage, L.L.P. ("K & K") in September 1992, ACS
accepted K & K's proposal to pay a contingent fee based on amounts that were
actually collected.
Among other things, the proposal provided for a contingency fee after
deduction for litigation expenses paid by ACS, with the calculated contingency
to be offset by monthly fees received by K & K.
In early 1995, ACS and ITI reached settlement of the litigation. After
such time, K & K asserted a claim that the contingency fee should be based not
just upon the monies to be received by ACS, but upon cash to be received by ACS
and a $5 million note that was extinguished in the settlement with ITI. K & K
stated that claims released by ACS against ITI (including a $5 million licensing
fee and a $1.3 million account receivable) should not be included in the
calculation. K & K also claimed that it was entitled to its contingency fee
immediately, even though the settlement between ACS and ITI provided for a
payment of the settlement proceeds over a three-year period.
K & K resigned its representation of ACS in May 1995 due to this
dispute over legal fees and filed suit against ACS in July 1995 in the District
Court of Dallas County, Texas (the "Court") seeking to collect such fees. The
Court granted K & K an amended final judgment on November 14, 1997, awarding K &
K over $3,000,000 in fees, plus prejudgment interest. ACS intends to continue to
vigorously oppose this action and is pursuing its appellate and other remedies.
2. PATRICK A. WALDEN V. AFFILIATED COMPUTER SERVICES, INC.
On May 22, 1996, a former employee of Gibraltar Savings Association
("GSA") filed suit in Texas state court alleging entitlement to 6,467 shares of
the ACS Class A common stock pursuant to options issued to certain GSA employees
in 1988 in connection with a former data processing services agreement between
GSA and ACS. Subsequently, twenty additional former GSA employees filed a
similar suit alleging entitlement to 395,074 shares of the ACS' Class A common
stock, which together with the other shares represent less than 0.9% of the
outstanding common stock and common stock equivalents of the ACS. ACS believes
that it has meritorious defenses to all or substantial portions of the
plaintiffs' claims and plans to vigorously defend against these lawsuits.
3. CAREMARK, INC. V. AFFILIATED COMPUTER SERVICES, INC.
AFFILIATED COMPUTER SERVICES, INC. V. CAREMARK, INC.
On February 11, 1999, and on or about April 16, 1999, Caremark, Inc.,
one of the Company's significant outsourcing clients, filed separate lawsuits in
Federal District Court in Illinois alleging that the Company had breached
contractual obligations to provide certain information and pricing reductions
and a price quote for cost plus pricing to Caremark. Caremark seeks to terminate
the contract, which comprised approximately 1.5% of the Company's revenues for
the year ended June 30, 1999. Caremark's pleadings also request damages in the
millions of dollars, without further specificity. The Company feels that it has
complied with all contractual obligations, provided the required information and
is not contractually obligated to provide the price reduction alleged by
Caremark to be required. On February 25, 1999, the Company filed a lawsuit in
County Court in Dallas, Texas against Caremark and its parent, MedPartners,
Inc., alleging that Caremark and MedPartners, Inc. have caused significant
injury to the Company by trying to manufacture a basis to repudiate this
contract and to avoid payment and other obligations. The company is asking for
actual, consequential and punitive damages.
SCHEDULE 7.14
<PAGE> 31
SCHEDULE 7.14
AFFILIATE TRANSACTIONS
1. Affiliated Computer Services, Inc. has executed an agreement
guaranteeing the obligations of ACS Merchant Services, Inc. ("ACSMS")
to Bank One, Texas, N.A. ("Bank One") in connection with a
$9,000,000.00 line of credit loan made by Bank One pursuant to Credit
Agreement dated August 28, 1997 by and among the Bank One, ACSMS, ACS
and such other parties as are therein named, as such Credit Agreement
has been from time to time renewed, extended and modified.
2. Affiliated Computer Services, Inc. has executed an agreement
guaranteeing up to $11,500,000.00 of the obligations of DDH AVIATION,
INC. to WELLS FARGO BANK (Texas), National Association ("WELLS") in
connection with a $30,000,000.00 line of credit loan made by WELLS
pursuant to the terms of that certain Loan Agreement (herein so called)
dated December 17, 1997 by and among WELLS, ACSMS, ACS and such other
parties as are therein named, as such Loan Agreement has been from time
to time renewed, extended and modified.
3. Transactions between ACS and Precept Business Products, Inc. pursuant
to the terms of that certain Reciprocal Services Agreement dated June
30, 1994.
SCHEDULE 7.14
<PAGE> 32
SCHEDULE 7.18
1. National Credit Management Corporation ("NCMC") filed suit (in June,
1996) against Western Union Financial Services ("Western Union")
alleging that the check processing product offered by Western Union to
its customers, known as Phone Pay(R)infringes on a patent owned by
NCMC. Development of the software for the Phone Pay system was started
by NYNEX Computer Services, Inc. ("NYNEX") under a Software Development
Agreement (the "Agreement") between NYNEX and Western Union. The
Agreement was subsequently assigned by NYNEX to ACS when ACS purchased
certain assets of NYNEX. ACS continued to perform work under the
Agreement after its assignment from NYNEX and still provides services
to Western Union under the Agreement. NCMC has named ACS as an
additional defendant in the suit alleging that ACS is also infringing
the patent as the result of its work under the Agreement.
SCHEDULE 7.18
<PAGE> 33
SCHEDULE 9.2
PERMITTED DEBT
"PERMITTED DEBT" includes the following,
both individually and collectively.
1. The following existing Debt of the Companies, together with all renewals,
extensions, amendments, modifications, and refinancings of any of the
following to the extent that the total-principal amount for the following
never exceeds the greater of either the total-principal amount for the
following as of the Closing Date or the total-maximum-principal amount that
may be borrowed under the following as of the Closing Date:
<TABLE>
<CAPTION>
Prin Balance
Debtor Creditor As of 7/31/99 Collateral
------------------------------ ------------------------------------- ------------------- -------------------
<S> <C> <C> <C>
Affiliated Computer Bank One, Texas, N.A. $4,900,000(1) ATM Cash, related
Services, Inc. contracts and accounts
Caremark (f/k/a Baxter) 1,710,202 None
10% Junior Subordinated 183,673 None
American Presidents Line
Purchase of assets & contracts 745,020 None
Business Process Solutions
(fka Unibase) DAS Note Payable 157,325 None
ACS Legal Solutions, Inc. A. Meyers- Non Compete 50,000 None
(fka Lan Co.) B. Adams- Non Compete 50,000 None
ACS Desktop Solutions, Inc. S. Ristow- Non Compete 200,000 None
(fka Intelligent Solutions)
ACS Government Note Payable to InTuition by Guarantec 524,605(2) None
Solutions, Inc.
----------
$8,520,825
==========
</TABLE>
----------
(1) Total-principal amount as of the Closing Date. Total-principal amount
available under the ATM Credit Agreement shall never exceed
$11,000,000.
(2) Note balance is $1,028,627, ACS is responsible for 51% of the balance.
2. Trade payables, accrued taxes, and other liabilities that do not constitute
Funded Debt.
3. Endorsements of negotiable instruments in the ordinary course of business.
4. Capital Leases
5. Debt owed to, and contingent liabilities with respect to obligations of,
any Company.
6. Guarantees of obligations of Companies under equipment leasing agreements
entered into in the ordinary course of business.
7. Guarantee by Borrower of $9,000,000 credit agreement between ACS Merchant
Services, Inc. and Bank One and all renewals, extensions, and refinancings
(but not increases or refundings) thereof.
SCHEDULE 9.2
<PAGE> 34
8. ACS indemnification of MCN guarantee provided to Chief Construction
Company to secure the real estate lease of the AC Pittsburgh, PA data
center.
9. Purchase money Debt, seller financing, supersedeas bonds, and guaranties of
the obligations of the Companies or any other entities in which Borrower
has an equity interest or a right to acquire an equity interest not to
exceed $20,000,000 at any time outstanding.
10. Debt of the Companies owed to any Person other than a Company that never
exceeds in the aggregate at any time outstanding $30,000,000 in
total-principal amount.
11. Debt of the Companies owed to any Person other than a Company under
documentary letters of credit denominated in a currency other than that of
the United States that never at any time exceeds $11,000,000 aggregate face
amount.
12. The Subordinated Notes.
13. Guarantee by Borrower of $11,500,000 of indebtedness of DDH Aviation, Inc.
("DDH") in connection with a $30,000,000 credit agreement between DDH and
Wells Fargo Bank Fargo Bank (Texas), National Association and all renewals,
extensions, and refinancings (but not increases or refundings) thereof.
14. The Walden Supersedeas Bond in the amount of $20,596,019 and accrued
interest thereon.
15. The Kasmir and Krage Supersedeas Bond in the amount of $3,291,469 and
accrued interest thereon.
16. Obligations pursuant to that certain Revolving Credit Agreement executed
September 27, 1999 by Borrower and Administrative Agent and certain other
Lenders not to exceed $100,000,000 and maturing not more than one year
following the closing date thereof.
-2-
SCHEDULE 9.2
<PAGE> 35
SCHEDULE 12.1(c)
MONEYMAKER NETWORK ATM SETTLEMENT AGGREGATION ACCOUNTS
<TABLE>
<CAPTION>
ACCOUNT STYLING OR ACCOUNT NUMBER BANK NAME -
PURPOSE -------------- LOCATION
------- --------
<S> <C> <C>
Cirrus Settlement Account 124449-93 Bank One-
Detroit, Michigan
Pulse Settlement Account 001-01931823 Chase Bank-
Houston, Texas
Plus Settlement Account 1-204-1304-9764 Bank One-
Denver, Colorado
Visanet Settlement 1233270888 Bank of America-
Account Dallas, Texas
ADP/EDS Settlement 4159810878 Wells Fargo Bank
Account (Texas)-
Houston, Texas
</TABLE>
SCHEDULE 12.1(c)
