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EXHIBIT 4.4
SPECIMEN NOTE
This Note is a Global Note within the meaning of the Base
Indenture
hereinafter referred to and is registered
in the name of a Depositary or a
nominee of a Depositary. This Note is
exchangeable for Notes registered in the
name of a person other than the Depositary
or its nominee only in the limited
circumstances described in the Base
Indenture, and no transfer of this Note
(other than a transfer of this Note as a
whole by the Depositary to a nominee of
the Depositary or by a nominee of the
Depositary to the Depositary or another
nominee of the Depositary) may be
registered except in limited circumstances.
Unless this Note is presented by an authorized representative of
The
Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its
agent for registration of transfer,
exchange or payment, and any Note issued is
registered in the name of Cede & Co. or
in such other name as is requested by an
authorized representative of DTC (and any
payment is made to Cede & Co. or to
such other entity as is requested by an
authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest
herein.
No. 001
CUSIP No. 008190AG5
$250,000,000
ISIN US008190AG54
AFFILIATED COMPUTER SERVICES, INC.
4.70% SENIOR NOTES DUE 2010
AFFILIATED COMPUTER SERVICES, INC., a corporation organized
under
the laws of the State of Delaware (herein
called the "Company", which term
includes any successor corporation under
the Base Indenture hereinafter referred
to), for value received, hereby promises to
pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED
AND FIFTY MILLION Dollars
($250,000,000) on June 1, 2010 (the
"Maturity Date") and to pay interest thereon
from June 6, 2005 or from the most recent
interest payment date to which
interest has been paid or duly provided
for, semi-annually in arrears on June 1
and December 1 of each year, commencing
December 1, 2005 (each an "Interest
Payment Date"), at a rate of 4.70% per
annum until the principal hereof is paid
or made available for payment, and on any
overdue principal and premium, if any,
at a rate of 4.70% per annum and (without
duplication and to the extent that
payment of such interest is enforceable
under applicable law) on any overdue
installment of interest at a rate of 4.70%
per annum compounded semi-annually.
The interest so payable, and punctually
paid or duly provided for, on any
Interest Payment Date shall be calculated
as provided in the Base Indenture and
the First Supplemental Indenture. In the
event that an Interest Payment Date or
the Maturity Date, as the case may be, is
not a Business Day, then payment of
interest or principal, as the case may be,
payable on such date will be made on
the next succeeding day that is a Business
Day, with the same force and effect
as if made on such date, and no interest
shall accrue on the
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amount so payable from the period from and
after such Interest Payment Date or
Maturity Date, as the case may be. The
interest installment so payable, and
punctually paid or duly provided for, on
any Interest Payment Date will, as
provided in the Base Indenture and the
First Supplemental Indenture, be paid to
the Person in whose name this Note is
registered at the close of business on the
regular record date for such interest
installment, which shall be the close of
business on the May 15 or November 15, as
the case may be, next preceding such
Interest Payment Date. Any such interest
installment not punctually paid or duly
provided for shall forthwith cease to be
payable to the registered Holders on
such regular record date and may be paid to
the Person in whose name this Note
is registered at the close of business on a
special record date to be fixed by
the Trustee for the payment of such
defaulted interest, notice whereof shall be
given to the registered Holders of Notes
not less than 15 days prior to such
special record date, or may be paid at any
time in any other lawful manner not
inconsistent with the requirements of any
securities exchange on which this Note
may be listed, and upon such notice as may
be required by such exchange, all as
more fully provided in the Base Indenture.
The principal of and the interest on
this Note shall be payable at the office or
agency of the Trustee maintained for
that purpose in any coin or currency of the
United States of America that at the
time of payment is legal tender for payment
of public and private debts;
provided, however, that payment of interest
may be made, at the option of the
Company and upon prior notice to the
Trustee, by check mailed to the registered
Holder at such address as shall appear in
the security register or by wire
transfer to an account designated by a
Holder in writing not less than 10 days
prior to the date of payment.
The indebtedness evidenced by this Note is, to the extent
provided
in the Base Indenture and the First
Supplemental Indenture, equal in right of
payment with all other unsecured and
unsubordinated indebtedness of the Company,
and this Note is issued subject to the
provisions of the Base Indenture and the
First Supplemental Indenture with respect
thereto. Each Holder of this Note, by
accepting the same, agrees to and shall be
bound by such provisions, and
authorizes and directs the Trustee on his
or her behalf to be bound by such
provisions. Each Holder hereof, by his or
her acceptance hereof, hereby waives
all notice of the acceptance of the
provisions contained herein and in the Base
Indenture and the First Supplemental
Indenture by each Holder of unsecured and
unsubordinated indebtedness of the Company,
whether now outstanding or hereafter
incurred, and waives reliance by each such
Holder or creditor upon said
provisions.
This Note shall not be entitled to any benefit under the Base
Indenture or the First Supplemental
Indenture hereinafter referred to, or be
valid or become obligatory for any purpose
until the Certificate of
Authentication hereon shall have been
signed by or on behalf of the Trustee.
The provisions of this Note are continued on the reverse side
hereof
and such continued provisions shall for all
purposes have the same effect as
though fully set forth at this place.
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IN WITNESS WHEREOF, the Company has caused this instrument to
be
executed.
AFFI
