Amendment No.3, Consent and Waiver to and under Credit Agreement

Exhibit 10.1

Amendment No.3, Consent and Waiver

to and under

Credit Agreement

          This Amendment No.3 , Consent and Waiver , dated as of September 21, 2006 (this “ Amendment ”), to and under the Credit Agreement , dated as of March 20, 2006 (as amended, including by this Amendment, the “ Credit Agreement ”), among Affiliated Computer Services, Inc. , a Delaware corporation (the “ Company ”), ACS Commercial Solutions, Inc. , a Nevada corporation, ACS Education Services, Inc. , a Delaware corporation, ACS Enterprise Solutions, Inc., a Delaware corporation, ACS HR Solutions, LLC, a Pennsylvania limited liability company, ACS Outsourcing Solutions, Inc. , a Michigan corporation, ACS State & Local Solutions, Inc. , a New York corporation, ACS State Healthcare, LLC, a Delaware limited liability company, ACS TradeOne Marketing, Inc., a Delaware corporation, Buck Consultants, LLC, a Delaware limited liability company , ACS Worldwide Lending Limited , a limited company organized under the laws of England and Wales, and each other Subsidiary Borrower party thereto from time to time, the Lenders and Issuers party thereto from time to time, and Citicorp USA , Inc . (“ Citicorp ”), as administrative agent (in such capacity, the “ Administrative Agent ”). Unless otherwise specified herein, all capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H

          WHEREAS, in connection with the investigation relating to the Company’s historical stock option practices prior to the Effective Date (as defined below) as disclosed in the Company’s press release dated August 7, 2006 (the “ Options Matter ”), the Company has requested a waiver of certain covenants under the Credit Agreement and certain amendments to the Credit Agreement as herein set forth;

          WHEREAS, the Company, each of the Lenders signatory to an acknowledgment and consent, in the form set forth as Exhibit A (an “ Acknowledgment and Consent ”), and the Administrative Agent have agreed to such waiver and amendments on the terms and subject to the conditions herein provided.

          NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. Consent and Waiver .

          (a) As of the Effective Date, the Administrative Agent and each Lender signatory to an Acknowledgment and Consent hereby (i) consent to (A) the delivery of the Financial Statements required by Section 6.1(a) ( Quarterly Reports ) and the related Compliance Certificate required by Section 6.1(c) ( Compliance Certificate ) for the Fiscal Quarter ended June 30, 2006 and the Fiscal Quarter ending on September 30, 2006, on or prior to December 31, 2006, and (B) the delivery of the Financial Statements and related accountant’s report required by Section 6.1(b) ( Annual Reports ) and the related Compliance Certificate required by Section 6.1(c) ( Compliance Certificate ) for the Fiscal Year ended June 30, 2006, on or prior to December 31, 2006 and (ii) waive any Default or Event of

Default (x) arising from the Company’s failure to comply with Section 6.1(a) ( Quarterly Reports ) , Section 6.1(b) ( Annual Reports ) or Section 6.1(c) ( Compliance Certificate ) (all such financial statements, reports and certificates being the “ Delayed Reports ”); provided that, in each case, the failure to deliver each of the Delayed Reports within the applicable time period provided by the Credit Agreement shall have resulted directly or indirectly from the Options Matter.

          (b) The Administrative Agent and each Lender signatory to an Acknowledgment and Consent hereby waive any Default or Event of Default under Section 9.1(c) ( Events of Default ) solely to the extent that the representation or warranties made or deemed to have been made pursuant to Section 4.4(a) ( Financial Statements ), Section 4.9 ( Full Disclosure ), Section 6.1(a) ( Quarterly Reports ) or Section 6.1(e) ( Business Plan ) shall prove to have been incorrect when made or deemed to have been made as a result of a restatement, adjustment or other modification of the Financial Statements delivered to the Administrative Agent prior to the Effective Date; provided that such restatement, adjustment or other modification shall have resulted directly or indirectly from the Options Matter.

          (c) The Administrative Agent and each Lender signatory to an Acknowledgment and Consent hereby waive any Default or Event of Default under Section 9.1(e) ( Events of Default ), arising from the Company’s or any other Group Member’s failure to comply with similar reporting covenants under any other Indebtedness (including any requirement to file any report with the SEC or to furnish such report to the holders of such Indebtedness) (collectively, “ Similar Reporting Covenants ”); provided that (i) such failure to comply shall have resulted directly or indirectly from the Options Matter and (ii) the Company and/or such other Group Member, as applicable, shall have delivered all reports and all other statements required by each such Similar Reporting Covenant on or prior to December 31, 2006.

          (d) Except as expressly provided in clauses (a), (b) and (c) above, nothing contained in this Amendment shall be construed as a waiver of any Default or Event of Default under the Credit Agreement or any other Loan Document.

          (e) Notwithstanding the Applicable Margin with respect to Revolving Loans or Applicable Unused Commitment Fee Rate that would otherwise be in effect, from and after the Effective Date and through the earlier of (x) December 29, 2006 and (y) the date that any of the Delayed Reports have been delivered to the Administrative Agent in accordance with the requirements set forth in the Credit Agreement (as amended by this Amendment) (the “ Modification Termination Date ”), (i) “ Applicable Margin ” shall mean with respect to Revolving Loans maintained as (1) Base Rate Loans, a rate equal to 0.25% per annum and (2) Eurocurrency Rate Loans, a rate equal to 1.25% per annum and (ii) “ Applicable Unused Commitment Fee Rate ” shall mean 0.375% per annum . Commencing on the Modification Termination Date, “ Applicable Margin ” and “ Applicable Unused Commitment Fee Rate ” shall each revert to the definition set forth in the Credit Agreement without giving effect to this Section 1(e) and from and after the Modification Termination Date, this Amendment shall cease to be of further force and effect with respect to any Delayed Report that has been delivered.

          (f) Promptly, but in any event within 10 Business Days after delivery of the Financial Statements for the Fiscal Year ended June 30, 2006, the Company shall furnish to the Administrative Agent an update of the Projections delivered by it in accordance with Section 6.1(e) ( Business Plan ).

          SECTION 2. Amendments . Subject to the terms and conditions set forth herein, effective as of the Effective Date, the Credit Agreement (together with the Exhibits and Schedules thereto) is hereby amended as follows:

          (a)  Section 1.1 ( Defined Terms ) of the Credit Agreement is hereby amended:

          (i) by inserting the following definitions among the existing definitions set forth in such Section in alphabetical order:

     “ Local Time ” means, with respect to any Borrowing, notices, determinations, fundings and payments under or in connection with (a) the Term Loan Facility or the Primary Revolving Credit Facility, New York time and (b) the Multicurrency Revolving Credit Facility, London time.

     “ Target Date ” means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System ( TARGET ) is operating.

          (ii) by deleting the definitions of “ Business Day ” and “ Dollar Equivalent ” in their entirety and replacing them, respectively, with the following:

     “ Business Day ” means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to notices, determinations, fundings and payments in connection with (a) the Eurocurrency Rate or any Eurocurrency Rate Loans, a day on which dealings in Dollar deposits are also carried on in the London interbank market, (b) the Multicurrency Revolving Credit Facility, such day that is also a day of the year on which banks are not required to or authorized to close in London, (c) a Borrowing denominated in Euros, such day that is also a Target Date and (c) a Borrowing denominated in Available Currency other than Dollars or Euros, such day that is also a day of the year on which banks are not required or authorized to close in the principal financial center of such Available Currency.

     “ Dollar Equivalent ” of any amount means, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Available Currency, the equivalent of such amount in Dollars determined by using the rate of exchange quoted by Citibank in New York, New York at 11:00 a.m. (Local Time) or, if such amount is determined under or in connection with the Multicurrency Revolving Credit Facility, Citibank in London, at 11:00 a.m. (Local Time), on the date of determination (or, if such date is not a Business Day, the last Business Day prior thereto) to prime banks in New York, or London, as applicable, for the spot purchase in the New York, or London, as applicable, foreign exchange market of such amount of Dollars with such Available Currency and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate.

          (b) A new Section 1.5(h) ( Certain Terms ) is hereby inserted im