Five Year Competitive Advance And Revolving Credit Facility Agreement

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

Five Year Competitive Advance and
Revolving Credit Facility Agreement

i


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

Five Year Competitive Advance and
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 Percentages2.2 Existing Letters of Credit2.16 Conditions to Additional Borrowers4.1 Conditions to Initial Credit Extension9.2 Administrative Agent's Office; Certain Addresses for Notices EXHIBITS Form of A Committed Loan NoticeB Swing Line Loan NoticeC-1 Notice of Competitive Bid RequestC-2 Competitive BidC-3 Competitive Bid Accept/Reject LetterD Compliance CertificateE Assignment and AssumptionF GuarantyG Additional Borrower Notice and Assumption AgreementH Additional Borrower NoticeI Release of Borrowing SubsidiaryJ-1 Note for ACSJ-2 Note for Borrowing Subsidiaries

Five Year Competitive Advance and Revolving Credit Facility Agreement

i


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

Five Year Competitive Advance and Revolving Credit Facility Agreement


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 co ...