<PAGE>   1
                                                                    EXHIBIT 10.2


                                CREDIT AGREEMENT


                                     between


                       AFFILIATED COMPUTER SERVICES, INC.,
                                    Borrower


                      BEAR STEARNS CORPORATE LENDING INC.,
                   Administrative Agent and Syndication Agent


                            BEAR, STEARNS & CO. INC.,
                         Bookrunner and Co-Lead Arranger


                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
                    Documentation Agent and Co-Lead Arranger


                                 CERTAIN LENDERS

                                       and

                          CERTAIN SUBSIDIARY GUARANTORS


                       $550,000,000 SENIOR CREDIT FACILITY


                                 AUGUST 24, 2001




<PAGE>   2


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
<S>               <C>                                                                                          <C>
SECTION 1:            DEFINITIONS AND TERMS.......................................................................1

         1.1      Definitions.....................................................................................1
         1.2      Time References................................................................................19
         1.3      Other References...............................................................................19
         1.4      Accounting Principles..........................................................................19

SECTION 2:            COMMITMENTS................................................................................19

         2.1      Term Commitments...............................................................................19
         2.2      Procedure for Term Loan Borrowing..............................................................20

SECTION 3:            TERMS OF PAYMENT...........................................................................20

         3.1      Notes and Payments.............................................................................20
         3.2      Interest and Principal Payments................................................................21
         3.3      Interest Options...............................................................................22
         3.4      Quotation of Rates.............................................................................22
         3.5      Default Rate...................................................................................22
         3.6      Interest Recapture.............................................................................22
         3.7      Interest Calculations..........................................................................23
         3.8      Maximum Rate...................................................................................23
         3.9      Interest Periods...............................................................................23
         3.10     Conversions....................................................................................24
         3.11     Order of Application...........................................................................24
         3.12     Sharing of Payments, Etc.......................................................................24
         3.13     Offset.........................................................................................25
         3.14     Booking Borrowings.............................................................................25
         3.15     Basis Unavailable or Inadequate for LIBOR......................................................25
         3.16     Additional Costs...............................................................................25
         3.17     Change In Laws.................................................................................27
         3.18     FUNDING LOSS...................................................................................27
         3.19     Taxes..........................................................................................28

SECTION 4:            FEES.......................................................................................29

         4.1      Treatment of Fees..............................................................................29
         4.2      Administrative Agent's Fees....................................................................29

SECTION 5:            SECURITY...................................................................................29

         5.1      Subsidiary Guaranty............................................................................29
         5.2      Foreign Stock Pledge...........................................................................30
</Table>


                                      (i)
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<Table>
<S>               <C>                                                                                          <C>
         5.3      Additional Security and Subsidiary Guaranties..................................................30
         5.4      Further Assurances.............................................................................30

SECTION 6:            CONDITIONS PRECEDENT.......................................................................31


SECTION 7:            REPRESENTATIONS AND WARRANTIES.............................................................33

         7.1      Purpose and Regulations G, T, U and X..........................................................33
         7.2      Corporate Existence, Good Standing, and Authority..............................................33
         7.3      Subsidiaries and Names.........................................................................33
         7.4      Authorization and Contravention................................................................34
         7.5      Binding Effect.................................................................................34
         7.6      Financials and Existing Debt...................................................................34
         7.7      Solvency.......................................................................................34
         7.8      Litigation.....................................................................................34
         7.9      Taxes..........................................................................................34
         7.10     Environmental Matters..........................................................................34
         7.11     Employee Plans.................................................................................35
         7.12     Properties; Liens..............................................................................35
         7.13     Government Regulations.........................................................................35
         7.14     Transactions with Affiliates...................................................................36
         7.15     Debt...........................................................................................36
         7.16     Leases.........................................................................................36
         7.17     Labor Matters..................................................................................36
         7.18     Intellectual Property..........................................................................36
         7.19     Insurance......................................................................................36
         7.20     Full Disclosure................................................................................37
         7.21     Pari Passu Debt................................................................................37
         7.22     Contingent "Earn-Out" Payments.................................................................37

SECTION 8:            AFFIRMATIVE COVENANTS......................................................................37

         8.1      Certain Items Furnished........................................................................37
         8.2      Use of Credit..................................................................................39
         8.3      Books and Records..............................................................................39
         8.4      Inspections....................................................................................39
         8.5      Taxes..........................................................................................39
         8.6      Payment of Obligation..........................................................................39
         8.7      Expenses.......................................................................................39
         8.8      Maintenance of Existence, Assets, and Business.................................................39
         8.9      Insurance......................................................................................40
         8.10     Environmental Matters..........................................................................40
         8.11     Indemnification................................................................................40
         8.12     Chief Executive Office; Material Agreements....................................................41
         8.13     Environmental Laws.............................................................................41
         8.14     After-Acquired Subsidiaries....................................................................41
</Table>


                                      (ii)
<PAGE>   4


<Table>
<S>               <C>                                                                                          <C>
SECTION 9:            NEGATIVE COVENANTS.........................................................................42

         9.1      Debt...........................................................................................42
         9.2      Loans, Advances, Acquisitions and Investments..................................................42
         9.3      Liens..........................................................................................45
         9.4      Employee Plans.................................................................................45
         9.5      Transactions with Affiliates...................................................................45
         9.6      Compliance with Laws and Documents.............................................................45
         9.7      Issuance of Securities.........................................................................46
         9.8      Distributions..................................................................................46
         9.9      Disposition of Assets..........................................................................46
         9.10     Mergers, Consolidations, and Dissolutions......................................................46
         9.11     Assignment.....................................................................................46
         9.12     Fiscal Year and Accounting Methods.............................................................47
         9.13     New Businesses.................................................................................47
         9.14     Government Regulations.........................................................................47
         9.15     Strict Compliance..............................................................................47
         9.16     Prepayments of Subordinated Notes..............................................................47
         9.17     Changes Relating to Subordinated Notes.........................................................48

SECTION 10:           FINANCIAL COVENANTS........................................................................48

         10.1     Net Worth......................................................................................48
         10.2     Funded Debt/Adjusted EBITDA Ratio..............................................................49
         10.3     Fixed-Charge Coverage..........................................................................49

SECTION 11:           DEFAULT....................................................................................49

         11.1     Payment of Obligation..........................................................................49
         11.2     Covenants......................................................................................49
         11.3     Debtor Relief..................................................................................50
         11.4     Attachment.....................................................................................50
         11.5     Payment of Judgments...........................................................................50
         11.6     Government Action..............................................................................50
         11.7     Misrepresentation..............................................................................50
         11.8     Ownership of Companies.........................................................................51
         11.9     Change of Control of the Borrower..............................................................51
         11.10    Other Funded Debt..............................................................................51
         11.11    SEC Reporting Requirements.....................................................................52
         11.12    Validity and Enforceability....................................................................52
         11.13    Material Agreements............................................................................52
         11.14    Material Adverse Event.........................................................................52
         11.15    Existing Credit Agreement Documents and Subordinated Notes.....................................52
         11.16    Employee Benefit Plans.........................................................................52
</Table>


                                      (iii)
<PAGE>   5


<Table>
<S>               <C>                                                                                          <C>
SECTION 12:           RIGHTS AND REMEDIES........................................................................53

         12.1     Remedies Upon Default..........................................................................53
         12.2     Company Waivers................................................................................54
         12.3     Performance by the Administrative Agent........................................................54
         12.4     Not in Control.................................................................................54
         12.5     Course of Dealing..............................................................................54
         12.6     Cumulative Rights..............................................................................55
         12.7     Application of Proceeds........................................................................55
         12.8     Certain Proceedings............................................................................55
         12.9     Expenditures by Lenders........................................................................55
         12.10    Diminution in Value of Collateral..............................................................55
         12.11    Expenses; Indemnification......................................................................55

SECTION 13:           THE ADMINISTRATIVE AGENT AND LENDERS.......................................................57

         13.1     Administrative Agent...........................................................................57
         13.2     Expenses.......................................................................................58
         13.3     Proportionate Absorption of Losses.............................................................59
         13.4     Delegation of Duties; Reliance.................................................................59
         13.5     Limitation of Administrative Agent's Liability.................................................59
         13.6     Default........................................................................................60
         13.7     Collateral Matters.............................................................................61
         13.8     Limitation of Liability........................................................................61
         13.9     Relationship of Lenders........................................................................62
         13.10    Benefits of Agreement..........................................................................62
         13.11    Other Agents...................................................................................62

SECTION 14:           MISCELLANEOUS..............................................................................62

         14.1     Non-Business Days..............................................................................62
         14.2     Communications.................................................................................62
         14.3     Form and Number of Documents...................................................................62
         14.4     Exceptions to Covenants........................................................................62
         14.5     Survival.......................................................................................62
         14.6     Governing Law..................................................................................63
         14.7     Invalid Provisions.............................................................................63
         14.8     Amendments, Consents, Conflicts, and Waivers...................................................63
         14.9     Multiple Counterparts..........................................................................64
         14.10    Parties........................................................................................64
         14.11    Submission To Jurisdiction; Waivers............................................................66
         14.12    Confidentiality Obligations....................................................................66
         14.13    Entirety.......................................................................................67
         14.14    WAIVERS OF JURY TRIAL..........................................................................67
         14.15    Intercreditor Agreement........................................................................67
</Table>


                                      (iv)
<PAGE>   6


<Table>
<S>               <C>                                                                                          <C>
SECTION 15:           SUBSIDIARY GUARANTY........................................................................67

         15.1     The Guaranty...................................................................................67
         15.2     Bankruptcy.....................................................................................68
         15.3     Nature of Liability............................................................................68
         15.4     Independent Obligation.........................................................................69
         15.5     Authorization..................................................................................69
         15.6     Reliance.......................................................................................69
         15.7     Subordination..................................................................................69
         15.8     Waivers; Consents..............................................................................69
         15.9     Limitation.....................................................................................71
         15.10    Additional Guarantors..........................................................................71
</Table>



                                      (v)
<PAGE>   7



                             SCHEDULES AND EXHIBITS

Schedule 1        -   Lenders and Commitments
Schedule 7.3      -   Companies and Names
Schedule 7.7      -   Company Solvency Schedule
Schedule 7.8      -   Litigation
Schedule 7.9      -   Tax Matters
Schedule 7.10     -   Environmental Matters
Schedule 7.11     -   Employee-Plan Matters
Schedule 7.14     -   Affiliate Transactions
Schedule 7.17     -   Labor Matters
Schedule 7.18     -   Intellectual Property Claims
Schedule 7.22     -   Contingent Earn-Out Payments
Schedule 9.1      -   Permitted Debt

Exhibit A-1       -   Note
Exhibit B         -   After-Acquired Subsidiary Guaranty
Exhibit C-1       -   Borrowing Request
Exhibit C-2       -   Conversion Notice
Exhibit C-3       -   Compliance Certificate
Exhibit D         -   Opinion of General Counsel for Obligors
Exhibit E         -   Opinion of Outside Counsel for Obligors
Exhibit F         -   Assignment and Assumption Agreement
Exhibit G         -   Intercreditor Agreement
Exhibit H         -   Second Amendment
Exhibit I         -   Pledge Agreement


                                      (vi)
<PAGE>   8

                                CREDIT AGREEMENT

         THIS AGREEMENT is entered into as of August 24, 2001, between
AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation (the "BORROWER"), the
Lenders (as defined below), BEAR STEARNS CORPORATE LENDING INC., as
Administrative Agent and Syndication Agent for the Lenders, BEAR, STEARNS & CO.
INC., as Bookrunner and Co-Lead Arranger, WELLS FARGO BANK TEXAS, NATIONAL
ASSOCIATION, as Documentation Agent and Co-Lead Arranger, and the Subsidiary
Guarantors (defined below).

         The Borrower has entered into a Stock Purchase Agreement, dated as of
July 18, 2001, as amended (the "STOCK PURCHASE AGREEMENT"), with Lockheed Martin
Corporation and Lockheed Martin Investments, Inc. (collectively, the "SELLER")
pursuant to which the Borrower has agreed to acquire all of the outstanding
capital stock of Lockheed Martin IMS Corporation ("IMS") for total cash
consideration of $825,000,000 (subject to adjustment as provided in the Stock
Purchase Agreement) (the "IMS ACQUISITION"). The Borrower has requested that the
Lenders extend a $550,000,000 senior credit facility to the Borrower to be used
by the Borrower to finance a portion of the cost of the IMS Acquisition and to
pay related fees and expenses. The Lenders are willing to extend the requested
credit facility on the terms and conditions of this Agreement.

         ACCORDINGLY, for adequate and sufficient consideration, the Borrower,
the Lenders, and the Agents agree as follows:

SECTION 1: DEFINITIONS AND TERMS.

         1.1 Definitions. As used in the Loan Documents:

         ACCOUNTS RECEIVABLE FINANCING means any transaction or series of
transactions that may be entered into by the Borrower or any of its Subsidiaries
pursuant to which the Borrower or any of its Subsidiaries may sell, convey,
grant a security interest in, or otherwise transfer, undivided percentage
interests in the Receivables Program Assets.

         ACCOUNTS RECEIVABLE FINANCING AMOUNT means, with respect to any
Accounts Receivable Financing and, without duplication, the aggregate
outstanding principal amount of the undivided percentage interests in the
Receivables Program Assets representing Rights to be paid a specified principal
amount from such Receivables Program Assets.

         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 (i) all or substantially all of the assets of a Person, or (ii)
of any line of business, or division or selected assets of a Person, (b) the
acquisition by any Company of more than fifty percent (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; provided that in any merger or similar transaction involving the
Borrower, the Borrower must be the surviving entity.

         ADJUSTED EBITDA means EBITDA adjusted (a) as permitted, and in
accordance with, Article 11 of Regulation S-X of the 1933 Act, and (b) to give
effect to any Permitted Acquisition which occurred during the period of
calculation, as if such Permitted Acquisition occurred on the


<PAGE>   9


first day of such period, by increasing, if positive, or decreasing, if
negative, EBITDA by the EBITDA of such newly-acquired business during such
period of calculation occurring prior to the date of such Permitted Acquisition;
provided that, if EBITDA is proposed to be adjusted for any Permitted
Acquisition, the consideration (in cash or any other consideration) for which
Acquisition is $50,000,000 or more, then to be included within the period of
calculation, and such adjustment: (i) the Person acquired or from which such
business was acquired shall have completed (prior to such Acquisition) audited
Financials covering periods within 15 months prior to the closing date of such
Permitted Acquisition accompanied by an unqualified opinion of an independent
certified public accountant; or (ii) the Borrower shall provide to the
Administrative Agent a written report completed by an independent certified
public accountant acceptable to the Administrative Agent which substantiates in
all material respects the EBITDA of the acquired entity or business using due
diligence procedures acceptable to the Administrative Agent.

         ADMINISTRATIVE AGENT means, at any time, Bear Stearns Corporate Lending
Inc., or its successor or assigns appointed under SECTION 13, acting as the
Administrative Agent for the Lenders under the Loan Documents.

         ADVANCE means, as to any Person, a loan, advance or extension of credit
to, or purchase or commitment to purchase any evidences of Debt of, another
Person.

         AFFILIATE of a Person means any other individual or entity who directly
or indirectly controls, is controlled by, or is under common control with that
Person. For purposes of this definition (a) "control," "controlled by," and
"under common control with" mean possession, directly or indirectly, of power to
direct or cause the direction of management or policies (whether through
ownership of voting securities or other interests, by contract, or otherwise),
and (b) any individual or entity who beneficially owns, directly or indirectly,
20% or more (in number of votes) of the securities having ordinary voting power
for the election of directors (or individuals performing similar functions) of
another Person and any individual who is an officer or director of another
Person is conclusively presumed to control that Person.

         AFTER-ACQUIRED SUBSIDIARY means each Subsidiary acquired or formed
after the Closing Date.

         AGENTS means, collectively, the Administrative Agent, the Syndication
Agent, the Arranger and the Documentation Agent, and "Agent" means any one of
the Agents.

         AGREEMENT means this Credit Agreement.

         APPLICABLE MARGIN means as of any date of determination, (a) 1.425%, in
the case of LIBOR Borrowings, and (b) 0.425%, in the case of Base-Rate
Borrowings. The Applicable Margin applicable to LIBOR Borrowings and Base-Rate
Borrowings shall increase by (i) 0.50% on the date which is nine months after
the Closing Date, (ii) an additional 0.50% on the first anniversary of the
Closing Date and (iii) an additional 0.50% on the date which is 15 months after
the Closing Date.

         ARRANGER means Bear, Stearns & Co. Inc., in its capacity as Bookrunner
and Co-Lead Arranger.


                                       2
<PAGE>   10


         ASSET SALE means any Disposition of any property or series of related
dispositions of property (excluding any such Disposition permitted by CLAUSE (a)
or (b) of SECTION 9.9), or any casualty or condemnation of property.

         ASSIGNEE is defined in SECTION 14.10(c).

         ASSIGNMENT is defined in SECTION 14.10(c).

         BASE RATE means, for any day, the greater of either (a) the annual
interest rate most recently announced by Wells Fargo Bank, National Association
at its principal office in San Francisco, California, as its prime rate, with
the understanding that such prime rate is one of its base rates and serves as
the basis upon which effective rates of interest are calculated for those loans
making reference to the prime rate, and is evidenced by the recording of such
prime rate after its announcement in such internal publication or publications
as Wells Fargo Bank, National Association may designate, automatically
fluctuating upward and downward without special notice to the Borrower or any
other Person, or (b) the sum of the Federal-Funds Rate plus 0.5%.

         BASE-RATE BORROWING means a Borrowing bearing interest at the Base
Rate.

         BORROWER is defined in the preamble to this Agreement.

         BORROWING means any amount disbursed (a) under the Loan Documents by
one or more Lenders to or on behalf of Borrower under the Loan Documents, either
as an original disbursement of funds or a renewal, extension, or continuation of
an amount outstanding, or (b) by any Lender in accordance with, and to satisfy
the obligations of any Obligor, under any Loan Document.

         BORROWING DATE means the date on which funds are requested by the
Borrower in a Borrowing Request.

         BORROWING REQUEST means a request, subject to SECTION 2.2,
substantially in the form of EXHIBIT C-1.

         BUSINESS DAY means (a) for purposes of any LIBOR Borrowing, a day when
commercial banks are open for international business in London, England other
than a Saturday, Sunday or any other day on which commercial banks in New York
City or authorized by Law to be closed, and (b) for all other purposes, any day
other than Saturday, Sunday, and any other day on which commercial banks are
authorized by Law to be closed in Texas or New York.

         CAPITAL EXPENDITURES means expenditures for the acquisition,
construction, improvement or replacement of land, buildings, equipment or other
fixed or capital assets or leaseholds (including, without limitation,
investments in customer's securities or purchases of software or other customer
assets under outsourcing contracts entered into after the Closing Date and
payments under Capital Leases, but excluding expenditures properly chargeable to
repairs or maintenance).


                                       3
<PAGE>   11


         CAPITAL LEASE means any capital lease or sublease that is required by
GAAP to be capitalized on a balance sheet.

         CERCLA means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. Sections 9601 et seq.

         CLOSING DATE means the date upon which this Agreement has been executed
by the Borrower and the Credit Parties and all conditions precedent specified in
SECTION 6 have been satisfied or waived.

         CODE means the Internal Revenue Code of 1986, as amended.

         COMMITMENT means, as to any Lender, the obligation of such Lender to
make a Term Loan to the Borrower hereunder in a principal amount not to exceed
the amount set forth under the heading "Commitment" opposite such Lender's name
on Schedule 1. The original aggregate amounts of the Commitments is
$550,000,000.

         COMMITMENT PERCENTAGE means, for any Lender, the percentage which such
Lender's Commitment then constitutes of the aggregate Commitments then in effect
(or, after the Term Loans are made, the percentage which such Lender's Term Loan
constitutes of the aggregate Term Loans of the Lenders).

         COMPANIES means, at any time, the Borrower and each of its Subsidiaries
(including, without limitation, upon consummation of the IMS Acquisition, IMS
and its Subsidiaries).

         COMPLIANCE CERTIFICATE means a certificate substantially in the form of
EXHIBIT C-3 as signed by a Responsible Officer.

         CONSTITUENT DOCUMENTS means, with respect to any Person, its articles
or certificate of incorporation, bylaws, partnership agreements, organizational
documents, limited liability company agreements, trust agreement, or such other
document as may govern such Person's formation, organization, and management.

         CONVERSION NOTICE means a request, subject to SECTION 3.10,
substantially in the form of EXHIBIT C-2.

         CREDIT PARTIES means the Agents and the Lenders.

         CURRENT FINANCIALS, unless otherwise specified, means the financial
statements described in SECTION 6(e).

         CURRENT MATURITIES OF LONG-TERM DEBT means, as of any date, the
aggregate amount of all regularly scheduled principal payments and capitalized
lease payments on all long-term Debt of the Companies that are due and payable
within 12 months of such date, excluding such Debt payable in connection with
the Existing Credit Agreement and this Agreement.

         DEBT means, of any Person, at any time, and without duplication, all
obligations, contingent or otherwise, which in accordance with GAAP should be
classified upon such


                                       4
<PAGE>   12


Person's balance sheet as liabilities, but in any event including the sum of the
following: (a) all obligations for borrowed money; (b) all obligations evidenced
by bonds, debentures, notes, or similar instruments; (c) all obligations to pay
the deferred purchase price of property or services except trade accounts
payable arising in the ordinary course of business; (d) all direct or contingent
obligations in respect of letters of credit; (e) liabilities secured (or for
which the holder of the Debt has an existing Right, contingent or otherwise to
be so secured) by any Lien existing on property owned or acquired by that
Person; (f) lease obligations that have been (or under GAAP should be)
capitalized for financial reporting purposes; plus (g) all guaranties,
endorsements, and other contingent obligations for Debt of others.

         DEBTOR LAWS means the Bankruptcy Code of the United States of America
and all other applicable liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, reorganization, suspension of payments,
or similar Laws affecting creditors' Rights.

         DEFAULT is defined in SECTION 11.

         DEFAULT RATE means, for any day, an annual interest rate equal from day
to day to the lesser of either (a) the rate then applicable to Base-Rate
Borrowings plus 3% or (b) the Maximum Rate.

         DISPOSITION means, with respect to any property, any sale, lease, sale
and leaseback, assignment, conveyance or other disposition.

         DISTRIBUTION means, with respect to any shares of any Stock issued by a
Person, (a) the retirement, redemption, purchase, or other acquisition for value
of those securities, (b) the declaration or payment of any dividend on or with
respect to those securities, (c) any loan or advance by that Person to, or other
investment by that Person in, the holder of any of those securities, and (d) any
other payment by that Person with respect to those securities.

         DOCUMENTATION AGENT means Wells Fargo Bank Texas, National Association,
in its capacity as documentation agent and co-lead arranger.

         DOMESTIC SUBSIDIARY means, at any time, any Subsidiary organized under
the Laws of, or domiciled within, the United States of America or one of its
states.

         EBITDA means, for any period as to any Person, on a consolidated basis,
and without duplication, the sum of (a) the amount of Operating Income from
Continuing Operations ("OPERATING INCOME") of such Person (calculated in the
same manner as such line item in the Borrower's income statement contained in
the Borrower's 2000 Annual Report for the fiscal year ended June 30, 2000) for
the period (whether positive or negative), plus (b) depreciation, amortization,
interest and tax expense (based on the Borrower's income) deducted in
calculating the amount of such Operating Income, plus (c) any extraordinary
losses included within Operating Income, subject to the prior review and
approval for such inclusion by the Administrative Agent, minus (d) any
extraordinary gains included within Operating Income, minus (e) EBITDA (as
defined in (a) through (d) above) of Non-Guaranteeing Subsidiaries which have
been the subject of a Permitted IPO.


                                       5
<PAGE>   13


         EMPLOYEE PLAN means any employee-pension-benefit plan (a) covered by
Title IV of ERISA and established or maintained by the Borrower or any ERISA
Affiliate (other than a Multiemployer Plan) and (b) established or maintained by
the Borrower or any ERISA Affiliate, or to which the Borrower or any ERISA
Affiliate contributes, under the Laws of any foreign country.

         ENVIRONMENTAL INVESTIGATION means any environmental site assessment,
investigation, audit, compliance audit, or compliance review conducted at any
time or from time to time, whether at the request of the Administrative Agent or
any Lender, upon the order or request of any Tribunal, or at the voluntary
instigation of any Company, concerning any Real Property or the business
operations or activities of any Company, including, without limitation (a) air,
soil, groundwater, or surface-water sampling and monitoring, and (b) preparation
and implementation of any closure or remedial plans.

         ENVIRONMENTAL LAW means any applicable Law that relates to protection
of the environment or to the regulation of any Hazardous Substances, including,
without limitation, CERCLA, the Hazardous Materials Transportation Act (49 U.S.C
Section 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C
Section 6901 et seq.), the Clean Water Act (33 U.S.C Section 1251 et seq.), the
Clean Air Act (42 U.S.C Section 7401 et seq.), the Toxic Substances Control Act
(15 U.S.C Section 2601 et seq.), the Federal Insecticide, Fungicide, and
Rodenticide Act (7 U.S.C Section 136 et seq.), the Emergency Planning and
Community Right-to-Know Act (42 U.S.C Section 11001 et seq.), the Safe Drinking
Water Act (42 U.S.C Section 201 and Section 300 et seq.), the Rivers and Harbors
Act (33 U.S.C Section 401 et seq.), the Oil Pollution Act (33 U.S.C Section 2701
et seq.), analogous state and local Laws, and any analogous future enacted or
adopted Law.

         ENVIRONMENTAL LIABILITY means any liability, loss, fine, penalty,
charge, lien, damage, cost, or expense of any kind to the extent that it results
(a) from the violation of any Environmental Law, (b) from the Release or
threatened Release of any Hazardous Substance, or (c) from actual or threatened
damages to natural resources.

         ENVIRONMENTAL PERMIT means any permit, or license, from any Person
defined in CLAUSE (a) of the definition of Tribunal that is required under any
Environmental Law for the lawful conduct of any business, process, or other
activity.

         ERISA means the Employee Retirement Income Security Act of 1974, as
amended, and rules and regulations promulgated thereunder.

         ERISA AFFILIATE means any Person that, for purposes of Title IV of
ERISA, is a member of the Borrower's controlled group or is under common control
with the Borrower within the meaning of Section 414 of the Code (which
provisions are deemed by this Agreement to apply to Foreign Persons).

         EXISTING ADMINISTRATIVE AGENT means the administrative agent under the
Existing Credit Agreement.

         EXISTING CREDIT AGREEMENT means the Credit Agreement entered into as of
May 12, 2000, between the Borrower, the lenders parties thereto, Wells Fargo
Bank Texas, National Association, as administrative agent and co-lead arranging
agent for such lenders, Bank One,


                                       6
<PAGE>   14


N.A., as syndication agent and co-lead arranging agent for such lenders,
Suntrust Bank, as documentation agent for such lenders, and the Bank of Tokyo
Mitsubishi, Ltd., as co-agent for such lenders, and certain subsidiary
guarantors.

         EXISTING LENDERS means the lenders from time to time parties to the
Existing Credit Agreement.

         FEDERAL-FUNDS RATE means, for any day, the annual rate (rounded
upwards, if necessary, to the nearest 0.01%) determined (which determination is
conclusive and binding, absent manifest error) by the Administrative Agent to be
equal to (a) the weighted average of the rates on overnight federal-funds
transactions with member banks of the Federal Reserve System arranged by
federal-funds brokers on that day, as published by the Federal Reserve Bank of
New York on the next Business Day, or (b) if those rates are not published for
any day, the average of the quotations at approximately 10:00 a.m. received by
the Administrative Agent from three federal-funds brokers of recognized standing
selected by the Administrative Agent in its sole discretion.

         FINANCIALS of a Person means balance sheets, profit and loss
statements, reconciliations of capital and surplus, and statements of cash flow
prepared (a) according to GAAP (subject to year end audit adjustments with
respect to interim Financials) and (b) except as stated in SECTION 1.4, in
comparative form to prior year-end figures or corresponding periods of the
preceding fiscal year or other relevant period, as applicable.

         FIXED-CHARGE COVERAGE RATIO means, for any period, on a consolidated
basis as to the Companies, and without duplication, the ratio of (a) the sum of
(i) EBITDA, minus (ii) Capital Expenditures (excluding payments under Capital
Leases) minus (iii) Taxes actually paid in cash (each of the foregoing items
(i), (ii) and (iii) calculated for the twelve month period then ending) to (b)
the sum of (i) Interest Expense plus (ii) payments under Capital Leases, plus
(iii) cash dividends paid (each of the foregoing items (i), (ii) and (iii)
calculated for the twelve month period then ending) plus (iv) Current Maturities
of Long-Term Debt.

         FOREIGN means, in respect of any Person, organized under the Laws of a
jurisdiction other than, or domiciled outside of, the United States of America
or one of its states.

         FOREIGN STOCK PLEDGE means a Lender Lien in 66-1/3% of the Voting Stock
of a Foreign Subsidiary evidenced by a Security Document.

         FOREIGN SUBSIDIARY means any Subsidiary that is both Foreign and not a
Domestic Subsidiary.

         FUNDED DEBT means, at any time, on a consolidated basis as to the
Companies, and without duplication, the sum of: (a) all obligations for borrowed
money (whether as a direct obligor on a promissory note, bond, debenture or
other similar instrument, as a contingent obligation for undrawn and uncancelled
letters of credit or similar instruments, as a reimbursement obligor for a
drawing under a letter of credit or similar instrument, or as any other type of
obligor), plus (b) all Capital Lease obligations (other than the interest
component of such obligations) of any Company plus (c) any Accounts Receivable
Financing Amount.


                                       7
<PAGE>   15


         FUNDED DEBT/ADJUSTED EBITDA RATIO means, for any date of determination,
the ratio of Funded Debt at the end of the most recently completed fiscal
quarter to Adjusted EBITDA of the Companies for the most recently completed four
fiscal quarters.

         FUNDING LOSS means any loss, expense, or reduction in yield (but not
any Applicable Margin) that any Lender reasonably incurs because (a) the
Borrower fails or refuses (for any reason whatsoever other than a default by the
Administrative Agent or that Lender claiming that loss, expense, or reduction in
yield) to take any Borrowing that it has requested under this Agreement, or (b)
the Borrower prepays or pays any Borrowing or converts any Borrowing to a
Borrowing of another Type, in each case, other than on the last day of the
applicable Interest Period.

         FUNDING OFFICE means the office of the Administrative Agent located at
245 Park Avenue, New York, New York, 10167, Attention of Victor Bulzacchelli
(Telecopy No. (212) 272-9184).

         GAAP means generally accepted accounting principles of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
the Financial Accounting Standards Board that are applicable from time to time.

         HAZARDOUS SUBSTANCE means any substance that is designated, defined,
classified, or regulated as a hazardous waste, hazardous material, pollutant,
contaminant, explosive, corrosive, flammable, infectious, carcinogenic,
mutagenic, radioactive, or toxic or hazardous substance under any Environmental
Law, including, without limitation, any hazardous substance within the meaning
of Section 101(14) of CERCLA.

         IMS is defined in the preamble to this Agreement.

         IMS ACQUISITION is defined in the preamble to this Agreement.

         INTERCREDITOR AGREEMENT means the Intercreditor Agreement substantially
in the form of EXHIBIT G.

         INTEREST EXPENSE means, for any period, the aggregate total interest
expense of the Companies paid on a consolidated basis for such period,
including, without limitation, to the extent included in interest expense, the
interest component of capital leases, all commissions, discounts and other fees
and charges owed with respect to letters of credit, commitment fees and net
costs under interest rate protection agreements, all as determined in conformity
with GAAP. Solely for purposes of SECTION 10, Interest Expense shall not include
any non-cash interest expense.

         INTEREST PERIOD is determined under SECTION 3.9.

         INVESTMENT means, as to any Company, any Acquisition of, investment in,
capital contribution to, or purchase of Stock, bonds, notes, debentures or other
debt securities of, any other Person.


                                       8
<PAGE>   16


         LAWS means all applicable statutes, laws, treaties, ordinances, rules,
regulations, orders, writs, injunctions, decrees, judgments, opinions, and
interpretations of any Tribunal.

         LENDER LIEN means any present or future Lien (subject only to any
applicable Permitted Lien) securing the Obligation and assigned, conveyed, or
granted to or created in favor of the Existing Administrative Agent for the
benefit of the Lenders and the Existing Lenders pursuant to the Security
Documents and the Intercreditor Agreement.

         LENDERS means the financial institutions named on SCHEDULE 1, and,
subject to this Agreement, their respective successors and permitted assigns
(but not any Participant who is not otherwise a party to this Agreement).

         LIBOR means, for a LIBOR Borrowing and for each day during the relevant
Interest Period, the rate per annum determined on the basis of the rate for
deposits in United States dollars for a period equal to such Interest Period
commencing on the first day of such Interest Period appearing on Page 3750 of
the Dow Jones Markets screen as of 11:00 A.M., London time, two Business Days
prior to the beginning of such Interest Period. In the event that such rate does
not appear on Page 3750 of the Dow Jones Markets screen (or otherwise on such
screen), "LIBOR" shall be determined by reference to such other comparable
publicly available service for displaying eurodollar rates as may be selected by
the Administrative Agent or, in the absence of such availability, by reference
to the annual interest rate (rounded upward, if necessary, to the nearest 0.01%)
equal to the rate that deposits in United States dollars are offered to the
Administrative Agent in the London interbank market at approximately 11:00 a.m.
London time two (2) Business Days before the first day of that Interest Period
in an amount comparable to that LIBOR Borrowing and having a maturity
approximately equal to that Interest Period. In all such cases, LIBOR shall be
equal the rate as so determined divided by one minus the Reserve Requirement
(expressed as a decimal).

         LIBOR BORROWING means a Borrowing bearing interest at the sum of LIBOR
plus the Applicable Margin.

         LIEN means any lien, mortgage, security interest, pledge, assignment,
charge, title retention agreement, or encumbrance of any kind and any other
arrangement for a creditor's claim to be satisfied from assets or proceeds prior
to the claims of other creditors or the owners (other than title of the lessor
under an operating lease).

         LITIGATION means any action by or before any Tribunal.

         LOAN DOCUMENTS means (a) this Agreement, certificates and reports
delivered under this Agreement, and exhibits and schedules to this Agreement,
(b) all agreements, documents, and instruments in favor of any Credit Party ever
delivered under this Agreement or otherwise delivered in connection with all or
any part of the Obligation (other than Assignments), (c) the letter agreement
described in SECTION 4.2, and (d) all renewals, extensions, and restatements of,
and amendments and supplements to, any of the foregoing.

         MATERIAL ADVERSE EVENT means any circumstance, development or event
that, individually or collectively, is reasonably expected to result (at any
time before the Commitments are fully canceled or terminated and the Obligation
is fully paid and performed) in any (a) impairment of


                                       9
<PAGE>   17


(i) the ability of the Obligors, taken as a whole, to perform any of their
payment or other material obligations under any Loan Document, (ii) the validity
or enforceability of any of the Loan Documents or the ability of any Credit
Party to enforce any of those obligations or any of their respective Rights
under the Loan Documents, or (b) material and adverse effect on the business,
assets, property, condition (financial or otherwise), results of operations or
prospects of the Companies taken as a whole since June 30, 2001 (assuming the
IMS Acquisition had occurred on such date).

         MATERIAL AGREEMENT means any written or oral agreement, contract,
commitment or understanding under which any Company is obligated to make
payments in excess of $40,000,000 in any fiscal year or is entitled to receive
revenues in any fiscal year in excess of 5% of the Borrower's consolidated
annual revenues for such year.

         MATURITY DATE means February 24, 2003.

         MAXIMUM AMOUNT and MAXIMUM RATE respectively mean, for a Lender, the
maximum non-usurious amount and the maximum non-usurious rate of interest that,
under applicable Law, that Lender is permitted to contract for, charge, take,
reserve, or receive on the Obligation.

         MOODY'S means Moody's Investors Service, Inc., or, if Moody's no longer
publishes ratings, another nationally recognized ratings agency acceptable to
the Administrative Agent.

         MOODY'S RATING means the most recently-announced rating from time to
time of Moody's assigned to any class of long-term senior, unsecured debt
securities issued by the Borrower, as to which no letter of credit, guaranty
(excluding guaranties of Subsidiaries), or third-party credit support is in
place, regardless of whether all or any part of such Debt has been issued at the
time such rating was issued.

         MULTIEMPLOYER PLAN means a multiemployer plan as defined in Sections
3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code (or any similar type
of plan established or regulated under the Laws of any foreign country) to which
the Borrower or any ERISA Affiliate is making, or has made, or is accruing, or
has accrued, an obligation to make contributions.

         NET CASH PROCEEDS (a) in connection with any Asset Sale, the proceeds
thereof in the form of cash and cash equivalents (including any such proceeds
received by way of deferred payment of principal pursuant to a note or
installment receivable or purchase price adjustment receivable or by the
disposition of any non-cash consideration received in connection therewith or
otherwise, but only as and when received) of such Asset Sale, net of attorneys'
fees, accountants' fees, investment banking fees, amounts required to be applied
to the repayment of Debt secured by a Lien expressly permitted hereunder on any
asset that is the subject of such Asset Sale (other than any Lien pursuant to a
Security Document) and other customary fees and expenses actually incurred in
connection therewith and net of taxes paid or reasonably estimated to be payable
as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements) and (b) in connection with any
issuance or sale of Stock (including, without limitation, pursuant to a Subject
Securities Issuance or a Permitted IPO) or any incurrence of Debt, the cash
proceeds received from such issuance or incurrence, net of


                                       10
<PAGE>   18


attorneys' fees, investment banking fees, accountants' fees, underwriting
discounts and commissions and other customary fees and expenses actually
incurred in connection therewith.

         NET INCOME of any Person means that Person's profit or loss after
deducting its Tax expense.

         NET WORTH means, at any time and for any Person, its stockholders'
equity (less the par value of any treasury stock) under GAAP.

         1933 ACT means the Securities Act of 1933, as amended.

         1934 ACT means the Securities and Exchange Act of 1934, as amended.

         NON-GUARANTEEING SUBSIDIARIES means Domestic Subsidiaries which are not
Subsidiary Guarantors, and Foreign Subsidiaries which are neither (a) a
Subsidiary Guarantor, nor (b) the subject of a Foreign Stock Pledge.

         NOTE means a promissory note substantially in the form of the attached
EXHIBIT A-1.

         OBLIGATION means all present and future (a) Debts, liabilities, and
obligations of any Obligor to any Credit Party or any Affiliate of any Credit
Party arising under any Loan Document, whether principal, interest, fees, costs,
attorneys' fees, or otherwise, and (b) renewals, extensions, and modifications
of any of the foregoing.

         OBLIGORS means the Borrower, the Subsidiary Guarantors, and each other
Person obligated to pay any of the Obligation or on any of whose assets any
Credit Party has a Lien to secure the Obligation.

         OSHA means the Occupational Safety and Health Act of 1970, 29 U.S.C
Section 651 et seq.

         OTHER DEBT BASKET means an amount equal to the product of (i) Adjusted
EBITDA calculated for each Rolling Period multiplied by (ii) 1.25.

         PARTICIPANT is defined in SECTION 14.10(b).

         PBGC means the Pension Benefit Guaranty Corporation.

         PERMITTED ACQUISITION means:

         (a) an Acquisition by any Company with respect to which each of the
following requirements shall have been satisfied:

                  (i) as of the closing of such Acquisition, such Acquisition
         has been approved and recommended by the board of directors of the
         Person to be acquired or from which such business is to be acquired, if
         such Acquisition is material to such Person;

                  (ii) if the consideration for such Acquisition is greater than
         $100,000,000, the Person acquired or from which such business was
         acquired shall have completed (prior to such Acquisition) audited
         Financials covering periods within 15 months prior to the


                                       11
<PAGE>   19


         closing of such Acquisition, accompanied by an opinion of an
         independent certified public accountant, provided, however, that if
         such opinion is qualified for any reason, this requirement shall not be
         satisfied until the Administrative Agent has reviewed and approved (in
         its discretion) a written explanation for such qualification provided
         by the Borrower;

                  (iii) as of the closing of such Acquisition, after giving
         effect to such Acquisition, the Companies, on a consolidated basis,
         must be Solvent;

                  (iv) as of the closing of such Acquisition, (A) no event has
         occurred and is continuing or circumstance exists which would, upon the
         lapse of any grace or cure period in SECTION 11.2, result in a Default,
         or (B) no Default shall exist or occur as a result of, and after giving
         effect to, such Acquisition;

                  (v) the making and performance of the related acquisition
         agreements with respect to such Acquisition, and all other agreements,
         documents, and actions required thereunder, will not violate any
         provision of any Laws, except where such violation could not be a
         Material Adverse Event, and will not violate any provisions of the
         Constituent Documents of any Company, or constitute a default under any
         agreement by which any Company or its respective property may be bound,
         except where such default could not be a Material Adverse Event;

                  (vi) as of the closing of such Acquisition, (A) if such
         Acquisition is structured as a merger with the Borrower, then the
         Borrower must be the surviving entity after giving effect to such
         merger and (B) if such Acquisition is structured as a stock/equity
         acquisition, then the acquiring Company shall own not less than a
         fifty-one percent (51%) interest in the entity being acquired;

                  (vii) to the extent required to comply with SECTIONS 5.1(a) OR
         (b), the Administrative Agent shall have received, in form and
         substance satisfactory to the Administrative Agent, such documents and
         instruments as it shall require to evidence: (i) the joinder of any
         After-Acquired Subsidiary to the Subsidiary Guaranty promptly after the
         date of such Acquisition, or (ii) with respect to any Foreign
         Subsidiary, a Foreign Stock Pledge, within sixty (60) days after the
         date of such Acquisition; and

                  (viii) if the Borrower receives a Moody's Rating or S&P Rating
         less than Baa3 or BBB-, respectively, the Borrower must obtain the
         prior written consent of the Required Lenders if the cash consideration
         of such Acquisition exceeds twenty percent (20%) of the Borrower's Net
         Worth calculated based on the Borrower's then most recent quarterly
         Financials;

         (b) the IMS Acquisition;

         (c) Acquisitions by one Company of, or--with respect to purchases of
assets, businesses or divisions--from, a Person that, prior to such Acquisition,
is a Company; and

         (d) any other Acquisition for which the prior written consent of the
Required Lenders has been obtained.


                                       12
<PAGE>   20
         PERMITTED DEBT means:

         (a) the Obligation;

         (b) existing Debt of the Companies set forth in SCHEDULE 9.1;

         (c) trade payables, accrued taxes, and other liabilities that do not
constitute Funded Debt;

         (d) endorsements of negotiable instruments in the ordinary course of
business;

         (e) Capital Leases;

         (f) Debt owed to, and guarantees or contingent liabilities with respect
to obligations of, any Company;

         (g) guarantees of obligations of Companies under equipment leasing
agreements entered into in the ordinary course of business;

         (h) the Subordinated Notes and any other subordinated Debt to the
extent the Rights with respect to such Debt rank at all times subordinate and
inferior to the Rights of the Credit Parties under the Loan Documents on terms
no less favorable to the Credit Parties than those which are customary for high
yield subordinated Debt securities;

         (i) Debt arising under the Existing Credit Agreement, provided that the
aggregate outstanding principal amount of such Debt may not exceed $500,000,000
at any time;

         (j) Debt (other than other Permitted Debt) arising as a result of a
Lien permitted under CLAUSE (l) of the definition of Permitted Liens, provided
that (i) such Debt (other than other Permitted Debt) shall be repaid within
ninety (90) days of the relevant Permitted Acquisition (unless such Debt is
otherwise permitted under any other clause of this definition) and (ii) the
aggregate amount of such Debt (other than other Permitted Debt) may not exceed
the fair market value of the assets being acquired in the relevant Permitted
Acquisition; and

         (k) other Debt (other than other Permitted Debt), provided that the
aggregate principal amount of such Debt, together with the sum of (i) the
outstanding principal amount of the Term Loans at the time such Debt is issued,
(ii) the outstanding principal amount of any Accounts Receivable Financing
permitted by SECTION 9.9(c) at the time such Debt is issued and (iii) the
aggregate outstanding principal amount of any other Debt (not otherwise
permitted under this definition) at the time such Debt is issued, does not
exceed the Other Debt Basket at such time.

         PERMITTED IPO means an initial public offering in accordance with the
1933 Act of Stock of any Subsidiary for which the following requirements are
satisfied:

         (a) more than 50% of the Voting Stock of such Subsidiary is retained by
a Company;


                                       13
<PAGE>   21


         (b) the Stock offering listing is made on the New York, American,
NASDAQ or over-the-counter, domestic stock exchanges;

         (c) the Net Worth of the Subsidiaries subject to such offerings never
exceeds twenty percent (20%) of Total Net Worth, individually or in the
aggregate, as determined based on the then most recent quarterly Financials;

         (d) the Adjusted EBITDA of the Subsidiaries subject to such offerings
never exceeds twenty percent (20%) of Adjusted EBITDA of the Companies on a
consolidated basis, individually or in the aggregate, as determined based on the
then most recent quarterly Financials;

         (e) before the effective date of such offering, the Borrower has
delivered a Compliance Certificate demonstrating compliance with the Loan
Documents (including the financial covenants of SECTION 10) after giving effect
to the offering, provided that the Funded Debt/Adjusted EBITDA Ratio reflected
in such Compliance Certificate shall not be greater than 2.50 to 1.00 (excluding
the EBITDA of the Subsidiaries subject to such offerings); and

         (f) as of the effective date of such offering, no Default or Potential
Default shall exist or occur as a result of, and after giving effect to, such
offering.

         PERMITTED LIENS means:

         (a) Liens that secure Permitted Debt, and cover the assets, described
in ITEM 1 of SCHEDULE 9.1 and CLAUSE (e) in the definition of Permitted Debt
(together with any renewal, extension, amendment, or modification of any such
Lien) so long as (i) in the case of existing Liens securing Debt described in
ITEM 1 of SCHEDULE 9.1, the total principal amount secured by those Liens never
exceeds the greater of either the total principal amount secured as of March 31,
2000 or the total maximum principal amount that may be borrowed and secured as
reflected on such schedule, and (ii) in the case of Liens securing Debt
described in CLAUSE (E) in the definition of Permitted Debt, those Liens never
cover any assets except the assets leased with that Permitted Debt;

         (b) Lender Liens;

         (c) any interest or title of a lessor in assets being leased under an
operating lease that does not constitute Debt;

         (d) banker's Liens and Rights of set off or recoupment;

         (e) pledges or deposits, that may not cover any other assets except
cash proceeds of such pledges or deposits arising in the ordinary course of
business, made to secure payment of workers' compensation, unemployment
insurance, or other forms of governmental insurance or benefits or to
participate in any fund in connection with workers' compensation, unemployment
insurance, pensions, or other social security programs;

         (f) good-faith pledges or deposits, that may not cover any other assets
except cash proceeds of such pledges or deposits arising in the ordinary course
of business, (a) for 10% or


                                       14
<PAGE>   22


less (or more if for the purchase of equipment) of the amounts due under, and
made to secure, any Company's performance of bids, tenders, contracts (except
for the repayment of borrowed money), or leases, or (b) made to secure statutory
obligations, surety or appeal bonds, or indemnity, performance, or other similar
bonds benefitting any Company in the ordinary course of its business;

         (g) zoning and similar restrictions on the use of, and easements,
restrictions, covenants, title defects, and similar encumbrances on, real
property that do not materially impair the use of the real property and that are
not violated by existing or proposed structures or land use;

         (h) if no Lien has been filed in any jurisdiction or agreed to (a)
claims and Liens for Taxes not yet due and payable, (b) mechanic's Liens and
materialman's Liens for services or materials and similar Liens incident to
construction and maintenance of real property, in each case for which payment is
not yet due and payable, (c) landlord's Liens for rental not yet due and
payable, and (d) Liens of warehousemen and carriers and similar Liens securing
obligations that are not yet due and payable;

         (i) the following, if the validity or amount is being contested in good
faith and by appropriate and lawful proceedings diligently conducted, reserve or
other appropriate provision (if any) required by GAAP has been made, levy and
execution has not issued or continues to be stayed, they do not individually or
collectively detract materially from the value of the property of the Person in
question or materially impair the use of that property in the operation of its
business, and (other than ad valorem Tax Liens given statutory priority) they
are subordinate to the Lender Liens: (a) claims and Liens for Taxes; (b) claims
and Liens upon, and defects of title to, real or personal property, including
any attachment of personal or real property or other legal process before
adjudication of a dispute on the merits; (c) claims and Liens of mechanics,
materialmen, warehousemen, carriers, landlords, or other like Liens; (d) Liens
incident to construction and maintenance of real property; and (e) adverse
judgments, attachments, or orders on appeal for the payment of money;

         (j) Liens on the Receivables Program Assets created pursuant to any
Receivables Documents evidencing Accounts Receivables Financings permitted by
SECTION 9.9(c);

         (k) Liens to secure purchase money Debt in the equipment financed
thereby constituting Permitted Debt; and

         (l) Liens assumed in connection with any Permitted Acquisition, which
Liens are in existence at the time of such Permitted Acquisition and not created
in contemplation of such Permitted Acquisition and which do not cover any assets
other than assets acquired pursuant to such Permitted Acquisition, provided such
assumed Liens are released and terminated within ninety (90) days following the
effective date of such Permitted Acquisition (unless such Liens are otherwise
permitted under any other clause of this definition).

         PERSON means any individual, entity, or Tribunal.

         POTENTIAL DEFAULT means any event's occurrence or any circumstance's
existence that would, upon any required notice, time lapse, or both, become a
Default.


                                       15
<PAGE>   23


         PRO RATA and PRO RATA PART mean, at any time when determined for any
Lender, its Commitment Percentage.

         REAL PROPERTY means any land, buildings, fixtures, and other
improvements to land now or in the future directly or indirectly owned by any
Company, leased to or otherwise operated by any Company, or subleased by any
Company to any other Person.

         RECEIVABLES means all Rights of the Borrower or any Subsidiary (as the
"SELLER" under Receivables Documents) to payments (whether constituting
accounts, chattel paper, instruments, general intangibles, or otherwise,
including the Right to payment of any interest or finance charges).

         RECEIVABLES DOCUMENTS means one or more receivables purchase agreements
entered into by one or more Subsidiaries, and each other instrument, agreement,
and document entered into by such Subsidiary evidencing Accounts Receivable
Financing.

         RECEIVABLES PROGRAM ASSETS means (a) all Receivables in which undivided
percentage interests are transferred by any Company pursuant to Receivables
Documents, (b) all Receivables Related Assets with respect to the Receivables
described in CLAUSE (a) of this definition, and (c) all collections (including
recoveries) and other proceeds of the assets described in the foregoing clauses.

         RECEIVABLES RELATED ASSETS means (i) any Rights arising under the
documentation governing or relating to Receivables (including Rights and
respective Liens securing such Receivables and other credit support in respect
of such Receivables), and (ii) any proceeds of such Receivables in any lock
boxes or accounts in which such proceeds are deposited.

         RELEASE means any "release" as defined under any Environmental Law.

         REPRESENTATIVES means representatives, officers, directors, employees,
accountants, attorneys, and agents.

         REQUIRED LENDERS means, at any time, at least three Lenders whose
Commitment Percentages aggregate at least 51%.

         RESERVE REQUIREMENT means, for any LIBOR Borrowing and for the relevant
Interest Period, the total reserve requirements (including all basic,
supplemental, emergency, special, marginal, and other reserves required by
applicable Law) actually applicable to the eurocurrency fundings or liabilities
of Wells Fargo Bank Texas, National Association, as of the first day of that
Interest Period.

         RESPONSIBLE OFFICER means the Borrower's chairman, president, chief
executive officer, chief financial officer, general counsel, or treasurer.

         REVOLVING FACILITY means the revolving facility made available pursuant
to the Existing Credit Agreement.

         RIGHTS means rights, remedies, powers, privileges, and benefits.


                                       16
<PAGE>   24


         ROLLING PERIOD means, on any date of determination, the most recent
four fiscal quarters ended on March 31, June 30, September 30, or December 31
(as the case may be).

         S & P means Standard & Poor's Ratings Group, a division of McGraw Hill,
Inc., a New York corporation, or if S & P no longer publishes ratings, then
another nationally recognized ratings agency acceptable to the Administrative
Agent.

         S & P RATING means the most recently-announced rating from time to time
of S & P assigned to any class of long-term senior, unsecured debt securities
issued by the Borrower, as to which no letter of credit, guaranty (excluding
guaranties of Subsidiaries), or third-party credit support is in place,
regardless of whether all or any part of such Debt has been issued at the time
such rating was issued.

         SEC means the Securities and Exchange Commission.

         SECURITY DOCUMENTS means, collectively, any Foreign Stock Pledge,
substantially in the form of EXHIBIT I (or in such other form as may be
acceptable to the Administrative Agent), together with all related financing
statements and stock powers, in form and substance satisfactory to the
Administrative Agent and its legal counsel, executed and delivered by any Person
in connection with this Agreement, such Foreign Stock Pledge to create a Lender
Lien on the property described therein, as amended, supplemented or restated.

         SELLER is defined in the preamble to this Agreement.

         SENIOR DEBT means Debt of the Companies which ranks pari passu (without
giving effect to any Liens) with the Rights of the Credit Parties to this
Agreement and the other Loan Documents.

         SETTLEMENT AGGREGATION ACCOUNTS means any automated teller machine
network ("ATM NETWORK") transaction settlement deposit accounts maintained by
the Borrower for the sole purpose of aggregating settlement transactions
received from ATM Networks, including, without limitation, the ATM Network
transaction settlement deposit accounts described on SCHEDULE 12.1(c).

         SOLVENT means, as to any Person, that (a) the aggregate fair market
value of its assets exceeds its liabilities, (b) it has sufficient cash flow to
enable it to pay its Debts as they mature, and (c) it does not have unreasonably
small capital to conduct its businesses, but for purposes of determining whether
a Company is Solvent, any net intercompany payables owed by one Company to
another shall be considered as equity.

         STOCK means all shares, general or limited partnership interests,
membership interests, or other ownership interests (regardless of how
designated) of or in a corporation, partnership, limited liability company,
trust, or other entity, whether voting or non-voting, including common stock,
preferred stock, or any other "equity security" (as such term is defined in Rule
3a11-1 of the General Rules and Regulations promulgated by the SEC under the
1934 Act) and any and all warrants, rights or options to purchase any of the
foregoing.

         STOCK PURCHASE AGREEMENT is defined in the preamble to this Agreement.


                                       17
<PAGE>   25


         SUBJECT SECURITIES ISSUANCE means any issuance by the Borrower of its
equity securities.

         SUBORDINATED NOTES means (i) the Borrower's 4% Convertible Subordinated
Notes Due March 15, 2005, in the principal amount of $230,000,000, (ii) the
Borrower's 3.5% Convertible Subordinated Notes Due February 15, 2006, in the
principal amount of $316,990,000 and (iii) any notes issued by the Borrower in
exchange for such notes if the notes so issued are subject to the same terms as
the original Subordinated Notes.

         SUBSIDIARY of any Person means any entity of which more than 50% of the
Voting Stock is owned of record or beneficially, directly or indirectly, by that
Person. Unless otherwise specified or the context otherwise requires,
"Subsidiary" refers to a Subsidiary of the Borrower and a Subsidiary of any
other Company.

         SUBSIDIARY GUARANTORS means the Subsidiaries of the Borrower from time
to time parties to this Agreement, and SUBSIDIARY GUARANTOR means any one of the
Subsidiary Guarantors.

         SUBSIDIARY GUARANTY means (a) the guaranty provided by Subsidiary
Guarantors pursuant to SECTION 15 of this Agreement, and (b) any amendments,
modifications, supplements, restatements, ratifications, or reaffirmations
thereof made in accordance with the Loan Documents.

         SYNDICATION AGENT means Bear Stearns Corporate Lending Inc., in its
capacity as syndication agent.

         TAXES means, for any Person, taxes, assessments, or other governmental
charges or levies imposed upon it, its income, or any of its properties,
franchises, or assets.

         TERM LOAN is defined in Section 2.1.

         TOTAL NET WORTH means, on any date of computation, the consolidated Net
Worth of the Companies.

         TRIBUNAL means any (a) local, state, territorial, federal, or foreign
judicial, executive, regulatory, administrative, legislative, or governmental
agency, board, bureau, commission, department, or other instrumentality, (b)
private arbitration board or panel, or (c) central bank.

         TYPE means any type of Borrowing determined with respect to the
applicable interest option.

         UCC means the Uniform Commercial Code in effect in any jurisdiction,
the Law of which affects any collateral or any Lender Lien.

         VOTING STOCK means Stock of any class or classes, the holders of which
are ordinarily, in the absence of contingencies, entitled to elect a majority of
the corporate directors (or Persons performing similar functions).

         WHOLLY-OWNED SUBSIDIARY means any Company, other than the Borrower or
any Company listed on SCHEDULE 7.7, with respect to which 100% of the issued and
outstanding


                                       18
<PAGE>   26


shares of Voting Stock (excluding shares of capital stock held under employee
stock option plans) of such Company is owned by another Company.

         1.2 Time References. Unless otherwise specified, in the Loan Documents
(a) time references (e.g., 10:00 a.m.) are to time in New York City, and (b) in
calculating a period from one date to another, the word "from" means "from and
including" and the word "to" or "until" means "to but excluding."

         1.3 Other References. Unless otherwise specified, in the Loan Documents
(a) where appropriate, the singular includes the plural and vice versa, and
words of any gender include each other gender, (b) heading and caption
references may not be construed in interpreting provisions, (c) monetary
references are to currency of the United States of America, (d) section,
paragraph, annex, schedule, exhibit, and similar references are to the
particular Loan Document in which they are used, (e) references to "telecopy,"
"facsimile," "fax," or similar terms are to facsimile or telecopy transmissions,
(f) references to "including" mean including without limiting the generality of
any description preceding that word, (g) the rule of construction that
references to general items that follow references to specific items are limited
to the same type or character of those specific items is not applicable in the
Loan Documents, (h) references to any Person include that Person's heirs,
personal representatives, successors, trustees, receivers, and permitted
assigns, (i) references to any Law include every amendment or supplement to it,
rule and regulation adopted under it, and successor or replacement for it, and
(j) references to any Loan Document or other document include every renewal and
extension of it, amendment and supplement to it, and replacement or substitution
for it.

         1.4 Accounting Principles. Unless otherwise specified, in the Loan
Documents (a) GAAP determines all accounting and financial terms and compliance
with financial covenants, (b) GAAP in effect on the date of this Agreement
determines compliance with financial covenants, (c) otherwise, all accounting
principles applied in a current period must be comparable in all material
respects to those applied during the preceding comparable period, and (d) while
the Borrower has any consolidated Subsidiaries (i) all accounting and financial
terms and compliance with reporting covenants must be on a consolidated basis,
as applicable, and (ii) compliance with financial covenants must be on a
consolidated basis. If the Borrower or any Credit Party determines that a change
in GAAP from that in effect on the date hereof has altered the treatment of
certain financial data to its detriment under this Agreement, then such party
may, by written notice to the others and the Administrative Agent not later than
ten (10) days after the effective date of such change in GAAP, request
renegotiation of the financial covenants affected by such change. If the
Borrower and the Required Lenders have not agreed on revised covenants within
thirty (30) days after delivery of such notice, then, for purposes of this
Agreement, GAAP will mean generally accepted accounting principles on the date
just prior to the date on which the change that gave rise to the renegotiation
occurred.

SECTION 2: COMMITMENTS. Subject to the provisions in the Loan Documents, each
Lender severally but not jointly agrees to extend credit to the Borrower in
accordance with the following provisions.

         2.1 Term Commitments. Subject to the terms and conditions hereof, each
Lender severally agrees to make a term loan (a "TERM LOAN") to the Borrower on
the Closing Date in an


                                       19
<PAGE>   27


amount not to exceed the amount of the Commitment of such Lender. The Term Loans
may from time to time be LIBOR Borrowings or Base-Rate Borrowings, as determined
by the Borrower and notified to the Administrative Agent in accordance with
Sections 2.2 and 3.10.

         2.2 Procedure for Term Loan Borrowing. (a) The Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 10:00 A.M., three business days prior to the
Closing Date, if all or any portion of the Term Loans are initially to be part
of a LIBOR Borrowing or one Business Day prior to the anticipated Closing Date,
otherwise) by delivering a Borrowing Request requesting that the Lenders make
the Term Loans on the Closing Date and specifying the amount to be borrowed.
Upon receipt of such notice the Administrative Agent shall promptly notify each
Lender thereof.

         (b) Funding. Each Lender shall remit its Pro Rata Part of each
requested Borrowing to the Administrative Agent's principal office in New York
City, in funds that are available for immediate use by the Administrative Agent
by 12:00 noon on the Borrowing Date. Subject to receipt of those funds, the
Administrative Agent shall (unless to its actual knowledge any of the applicable
conditions precedent have not been satisfied by the Borrower or waived by the
requisite Lenders under SECTION 14.8) make those funds available to the Borrower
by wiring the funds to or for the account of the Borrower at the direction of
the Borrower.

         (c) Funding Assumed. Absent contrary written notice from a Lender, the
Administrative Agent may assume that each Lender has made its Pro Rata Part of
the requested Borrowing available to the Administrative Agent on the applicable
Borrowing Date, and the Administrative Agent may, in reliance upon such
assumption (but shall not be required to), make available to the Borrower a
corresponding amount. If a Lender fails to make its Pro Rata Part of any
requested Borrowing available to the Administrative Agent on the applicable
Borrowing Date, the Administrative Agent may recover the applicable amount on
demand, (i) from that Lender together with interest, commencing on the Borrowing
Date and ending on (but excluding) the date the Administrative Agent recovers
the amount from that Lender, at an annual interest rate equal to the Federal
Funds Rate, or (i) if that Lender fails to pay its amount upon demand, then from
the Borrower. No Lender is responsible for the failure of any other Lender to
make its Pro Rata Part of any Borrowing available as required by SECTION 2.2(b);
provided, however, the failure of any Lender to make its Pro Rata Part of any
Borrowing so available does not excuse any other Lender from making Pro Rata
Part of any Borrowing so available.

SECTION 3: TERMS OF PAYMENT.

         3.1 Notes and Payments.

                  (a) Notes. The Term Loans shall, at the request of any Lender
         delivered to the Administrative Agent, be evidenced by a Note, payable
         to such Lender in the stated amount of its initial Commitment.

                  (b) Payment. The Borrower must make each payment and
         prepayment on the Obligation to the Administrative Agent's Funding
         Office in New York City in immediately available funds by 1:00 p.m. on
         the day due; otherwise, but subject to SECTION 3.8, those funds
         continue to accrue interest as if they were received on the next


                                       20
<PAGE>   28


         Business Day. The Administrative Agent shall promptly pay to each
         Lender the part of any payment or prepayment to which that Lender is
         entitled under this Agreement.

                  (c) Payment Assumed. Unless the Administrative Agent has
         received notice from the Borrower prior to the date on which any
         payment is due under this Agreement that the Borrower will not make
         that payment in full, the Administrative Agent may assume that the
         Borrower has made the full payment due and the Administrative Agent
         may, in reliance upon that assumption, cause to be distributed to each
         Lender on that date the amount then due to each Lender. If and to the
         extent the Borrower does not make the full payment due to the
         Administrative Agent, each Lender shall repay to the Administrative
         Agent on demand the amount distributed to that Lender by the
         Administrative Agent together with interest for each day from the date
         that Lender received payment from the Administrative Agent until the
         date that Lender repays the Administrative Agent (unless such repayment
         is made on the same day as such distribution), at an interest rate
         equal to the Federal-Funds Rate.

         3.2 Interest and Principal Payments.

                  (a) Interest. Accrued interest on each LIBOR Borrowing is due
         and payable on the last day of its respective Interest Period. If any
         Interest Period for a LIBOR Borrowing is greater than three months,
         then accrued interest is also due and payable on the date three months
         after the commencement of the Interest Period. Until converted to a
         LIBOR Borrowing under SECTION 3.10(b), accrued interest on each
         Base-Rate Borrowing is due and payable on the fifth (5th) day of each
         January, April, July, and October, commencing on the first of those
         dates that follows the Closing Date, and on the Maturity Date.

                  (b) Principal. The Term Loans are due and payable on the
         Maturity Date.

                  (c) Optional Prepayments. Before the occurrence of the
         Maturity Date, the Borrower may prepay, without penalty and in whole or
         in part, the Term Loans, so long as (i) each voluntary partial
         prepayment must be in a principal amount not less than (A) $500,000 or
         a greater integral multiple of $100,000 if a prepayment of Base-Rate
         Borrowings, or (B) $5,000,000 or a greater integral multiple of
         $1,000,000 if a prepayment of LIBOR Borrowings, (ii) the Borrower shall
         give prior written and irrevocable notice to the Administrative Agent
         (A) at least three (3) Business Days before any prepayment of a LIBOR
         Borrowing or (B) at least one Business Day before any prepayment of a
         Base-Rate Borrowing, and (iii) the Borrower shall pay any related
         Funding Loss upon demand. Conversions under SECTION 3.10 are not
         prepayments.

                  (d) Mandatory Prepayments.

                           (i) If any Stock (including Stock issued pursuant to
                  a Subject Securities Issuance or a Permitted IPO, but
                  excluding Net Cash Proceeds of any issuance of Stock in
                  connection with employee and director stock option plans
                  granted in the ordinary course of business) or Debt shall be
                  issued or incurred by any Company (other than Permitted Debt
                  (other than Debt permitted under


                                       21
<PAGE>   29


                  CLAUSES (h) and (i) of the definition thereof)), an amount
                  equal to 100% of the Net Cash Proceeds thereof shall be
                  applied within five (5) Business Days of the receipt of such
                  Net Cash Proceeds toward the prepayment of the Term Loans.

                           (ii) If on any date any Company shall receive Net
                  Cash Proceeds from any Asset Sale then such Net Cash Proceeds
                  shall be applied within five (5) Business Days of the receipt
                  of such Net Cash Proceeds toward the prepayment of the Term
                  Loans, provided that (A) no such prepayment shall be required
                  until the aggregate Net Cash Proceeds of all such Asset Sales
                  subsequent to the Closing Date exceed $10,000,000 and then
                  only to the extent such aggregate Net Cash Proceeds exceed
                  $10,000,000 and (B) to the extent such Net Cash Proceeds are
                  Net Cash Proceeds of a casualty or condemnation event, the
                  relevant Company shall be permitted to reinvest such Net Cash
                  Proceeds to replace or repair the assets which were the
                  subject of such casualty or condemnation event within 270 days
                  after the occurrence thereof (such Company shall deliver a
                  notice to the Administrative Agent prior to the required
                  prepayment date of its intent to so reinvest such Net Cash
                  Proceeds and, to the extent not so reinvested during such
                  period, the portion of the Net Cash Proceeds which have not
                  been so reinvested shall be applied to prepay the Term Loans
                  on the last day of such period).

                           (iii) For purposes of this Section, the Net Cash
                  Proceeds of an Accounts Receivable Financing shall be treated
                  as Net Cash Proceeds of the incurrence of Debt by a Company.

         3.3 Interest Options. Borrowings shall bear interest at an annual rate
equal to the lesser of (i) or (ii): (i) the Base Rate or LIBOR, in each case
plus the Applicable Margin (in each case as designated or deemed designated by
the Borrower) or (ii) the Maximum Rate. Each change in the Base Rate and Maximum
Rate is effective, without notice to the Borrower or any other Person, upon the
effective date of change.

         3.4 Quotation of Rates. The Borrower may call the Administrative Agent
before delivering a Borrowing Request to receive an indication of the interest
rates then in effect, but the indicated rates do not bind the Administrative
Agent or the Lenders or affect the interest rate that is actually in effect when
the Borrower makes a Borrowing Request.

         3.5 Default Rate. If permitted by Law, all past-due Term Loans and
past-due interest accruing thereon bears interest from the date due (stated or
by acceleration) at the Default Rate until paid, regardless whether payment is
made before or after entry of a judgment.

         3.6 Interest Recapture. If the designated interest rate applicable to
any Borrowing exceeds the Maximum Rate, the interest rate on that Borrowing is
limited to the Maximum Rate, but any subsequent reductions in the designated
rate shall not reduce the interest rate thereon below the Maximum Rate until the
total amount of accrued interest equals the amount of interest that would have
accrued if that designated rate had always been in effect. If at maturity
(stated or by acceleration), or at final payment of the Term Loans, the total
interest paid or accrued is less than the interest that would have accrued if
the designated rates had always been in effect, then, at that time and to the
extent permitted by Law, the Borrower shall pay an amount equal to


                                       22
<PAGE>   30


the difference between (a) the lesser of the amount of interest that would have
accrued if the designated rates had always been in effect and the amount of
interest that would have accrued if the Maximum Rate had always been in effect,
and (b) the amount of interest actually paid or accrued on the Term Loans.

         3.7 Interest Calculations. Interest will be calculated on the basis of
actual number of days (including the first day but excluding the last day)
elapsed but computed as if each calendar year consisted of 360 days (unless the
calculation would result in an interest rate greater than the Maximum Rate, or
in the case of interest on Base-Rate Borrowings in which event interest will be
calculated on the basis of a year of 365 or 366 days, as the case may be). All
interest rate determinations and calculations by the Administrative Agent are
conclusive and binding absent manifest error.

         3.8 Maximum Rate. Regardless of any provision contained in any Loan
Document, no Credit Party is entitled to contract for, charge, take, reserve,
receive, or apply, as interest on all or any part of the Obligation, any amount
in excess of the Maximum Rate, and, if any Credit Party ever does so, then any
excess shall be treated as a partial prepayment of principal and any remaining
excess shall be refunded to the Borrower. In determining if the interest paid or
payable exceeds the Maximum Rate, the Borrower and the Credit Parties shall, to
the maximum extent permitted under applicable Law, (a) treat all Borrowings as
but a single extension of credit (and the Credit Parties and the Borrower agree
that is the case and that provision in this Agreement for multiple Borrowings is
for convenience only), (b) characterize any nonprincipal payment as an expense,
fee, or premium rather than as interest, (c) exclude voluntary prepayments and
their effects, and (d) amortize, prorate, allocate, and spread the total amount
of interest throughout the entire contemplated term of the Obligation. However,
if the Obligation is paid in full before the end of its full contemplated term,
and if the interest received for its actual period of existence exceeds the
Maximum Amount, the Credit Parties shall refund any excess (and Credit Parties
may not, to the extent permitted by Law, be subject to any penalties provided by
any Laws for contracting for, charging, taking, reserving, or receiving interest
in excess of the Maximum Amount). If the Laws of the State of Texas are
applicable for purposes of determining the "Maximum Rate" or the "Maximum
Amount," then those terms mean the "weekly ceiling" from time to time in effect
under Texas Finance Code Section 303.305. The Borrower agrees that Chapter 346
of the Texas Finance Code, as amended (which regulates certain revolving credit
loan accounts and revolving triparty accounts), does not apply to the
Obligation.

         3.9 Interest Periods. When the Borrower requests any LIBOR Borrowing,
the Borrower may elect the applicable interest period (each an "INTEREST
PERIOD"), which may be, at the Borrower's option, one, two, three, or six months
for LIBOR Borrowings, subject to SECTION 14.1 and the following conditions: (a)
the initial Interest Period for a LIBOR Borrowing commences on the applicable
Borrowing Date or conversion date, and each subsequent Interest Period
applicable to any Borrowing commences on the day when the next preceding
applicable Interest Period expires; (b) if any Interest Period for a LIBOR
Borrowing begins on a day for which no numerically corresponding Business Day in
the calendar month at the end of the Interest Period exists, then the Interest
Period ends on the last Business Day of that calendar month; (c) if the Borrower
is required to pay any portion of a LIBOR Borrowing before the end of its
Interest Period in order to comply with the payment provisions of the Loan
Documents, the


                                       23
<PAGE>   31


Borrower shall also pay any related Funding Loss; and (d) no more than ten
Interest Periods may be in effect at one time.

         3.10 Conversions. Subject to the dollar limits of SECTION 2.1(a) and
provided that the Borrower may not convert to or select a new Interest Period
for a LIBOR Borrowing at any time when a Default or Potential Default exists,
the Borrower may (a) convert a LIBOR Borrowing on the last day of the applicable
Interest Period to a Base-Rate Borrowing, (b) convert a Base-Rate Borrowing at
any time to a LIBOR Borrowing, and (c) elect a new Interest Period for a LIBOR
Borrowing. That election may be made by telephonic request to the Administrative
Agent no later than 12:00 p.m. noon on the third Business Day before the
conversion date or the last day of the Interest Period, as the case may be (for
conversion to a LIBOR Borrowing or election of a new Interest Period), and no
later than 12:00 p.m. noon on the last day of the Interest Period (for
conversion to a Base-Rate Borrowing). The Borrower shall provide a Conversion
Notice to the Administrative Agent no later than two (2) days after the date of
the conversion or election. Absent the Borrower's telephonic request for
conversion or election of a new Interest Period or if a Default or Potential
Default exists, then, a LIBOR Borrowing shall be deemed converted to a Base-Rate
Borrowing effective when the applicable Interest Period expires.

         3.11 Order of Application.

                  (a) No Default. Except as provided in SECTION 3.11(b), any
         payment shall be applied to the Obligation, except as otherwise
         specifically provided in the Loan Documents, in the order and manner as
         the Borrower directs.

                  (b) Default. If the maturity of the Term Loans is accelerated
         pursuant to SECTION 11 or if the Borrower fails to give direction, any
         payment (including proceeds from the exercise of any Rights) shall be
         applied in the following order: (i) to all fees and expenses for which
         the Credit Parties have not been paid or reimbursed in accordance with
         the Loan Documents (and if such payment is less than all unpaid or
         unreimbursed fees and expenses, then the payment shall be paid against
         unpaid and unreimbursed fees and expenses in the order of incurrence or
         due date); (ii) to accrued interest on the Term Loans; and (iii) to the
         Term Loans and (iv) to the remaining Obligation in the order and manner
         Required Lenders deem appropriate.

                  (c) Pro Rata. Each payment or prepayment (other than pursuant
         to CLAUSE (b)(iv), which payments shall be made pro rata) shall be
         distributed to each Lender in accordance with its Pro Rata Part of that
         payment or prepayment.

         3.12 Sharing of Payments, Etc. If any Lender obtains any payment or
prepayment with respect to the Obligation (whether voluntary, involuntary, or
otherwise, including, without limitation, as a result of exercising its Rights
under SECTION 3.13) that exceeds the part of that payment or prepayment that it
is then entitled to receive under the Loan Documents, then that Lender shall
purchase from the other Lenders participations that will cause the purchasing
Lender to share the excess payment or prepayment ratably with each other Lender.
If all or any portion of any excess payment or prepayment is subsequently
recovered from the purchasing Lender, then the purchase shall be rescinded and
the purchase price restored to the extent of the recovery. The Borrower agrees
that any Lender purchasing a participation from another Lender


                                       24
<PAGE>   32


under this section may, to the fullest extent permitted by Law, exercise all of
its Rights of payment (including the Right of offset) with respect to that
participation as fully as if that Lender were the direct creditor of the
Borrower in the amount of that participation.

         3.13 Offset. If a Default exists, each Lender is entitled to exercise
(for the benefit of all Lenders in accordance with SECTION 3.12) the Rights of
offset and banker's lien against each and every account (excluding Settlement
Aggregation Accounts) and other property, or any interest therein, that any
Company may now or hereafter have with, or which is now or hereafter in the
possession of, that Lender to the extent of the full amount of the Obligation
owed (directly or participated) to it.

         3.14 Booking Borrowings. To the extent permitted by Law, any Lender may
make, carry, or transfer its Borrowings at, to, or for the account of any of its
branch offices or the office or branch of any of its Affiliates. However, no
Affiliate or branch is entitled to receive any greater payment under SECTION
3.16 than the transferor Lender would have been entitled to receive with respect
to those Borrowings, and a transfer may not be made if, as a direct result of
it, SECTION 3.15 or 3.17 would apply to any of the Obligation. If any of the
conditions of SECTIONS 3.16 or 3.17 ever apply to a Lender, that Lender shall,
to the extent possible, carry or transfer its Borrowings at, to, or for the
account of any of its branch offices or the office or branch of any of its
Affiliates so long as the transfer is consistent with the other provisions of
this section, does not create any burden or adverse circumstance for that Lender
that would not otherwise exist, and eliminates or ameliorates the conditions of
SECTIONS 3.16 or 3.17 as applicable.

         3.15 Basis Unavailable or Inadequate for LIBOR. If, on or before any
date when LIBOR is to be determined for a Borrowing, the Administrative Agent
reasonably determines that the basis for determining the applicable rate is not
available or any Lender reasonably determines that the resulting rate does not
accurately reflect the cost to that Lender of making or converting Borrowings at
that rate for the applicable Interest Period, then the Administrative Agent
shall promptly notify the Borrower and the Lenders of that determination (which
is conclusive and binding on the Borrower absent manifest error) and the
applicable Borrowing shall be a Base-Rate Borrowing. Until the Administrative
Agent notifies the Borrower that those circumstances no longer exist, the
Lenders' commitments under this Agreement to make, or to convert to, LIBOR
Borrowings, as the case may be, are suspended.

         3.16 Additional Costs. Each Lender severally and not jointly agrees to
notify the Administrative Agent, the other Credit Parties, and the Borrower
within 180 days after it has actual knowledge that any circumstances exist that
would give rise to any payment obligation by the Borrower under CLAUSES (a)
through (c) below. Although no Lender shall have any liability to any other
Credit Party, or any Company for its failure to give that notice, the Borrower
is not obligated to pay any amounts under those clauses that arise, accrue, or
are imposed more than 180 days before that notice to the extent it is applicable
to those amounts. Any Lender demanding payment of any additional costs under
this section must generally be making similar demand for similar additional
costs under credit agreements to which it is party that contain similar
provisions to this section.


                                       25
<PAGE>   33


                  (a) Reserves. With respect to any LIBOR Borrowing (i) if any
         change in any present Law, any change in the interpretation or
         application of any present Law, or any future Law imposes, modifies, or
         deems applicable (or if compliance by any Lender with any requirement
         of any Tribunal results in) any requirement that any reserves
         (including, without limitation, any marginal, emergency, supplemental,
         or special reserves) be maintained (other than any reserve included in
         the Reserve Requirement), and if (ii) those reserves reduce any sums
         receivable by that Lender under this Agreement or increase the costs
         incurred by that Lender in advancing or maintaining any portion of any
         LIBOR Borrowing, then (iii) that Lender (through the Administrative
         Agent) shall deliver to the Borrower a certificate setting forth in
         reasonable detail the calculation of the amount necessary to compensate
         it for its reduction or increase (which certificate is conclusive and
         binding absent manifest error), and (iv) the Borrower shall pay that
         amount to that Lender within five (5) Business Days after demand. The
         provisions of and undertakings and indemnification in this CLAUSE (a)
         survive the satisfaction and payment of the Obligation and termination
         of this Agreement.

                  (b) Capital Adequacy. With respect to any Borrowing, if any
         change in any present Law, any change in the interpretation or
         application of any present Law, or any future Law regarding capital
         adequacy, or if compliance by any Lender with any request, directive,
         or requirement imposed in the future by any Tribunal regarding capital
         adequacy, or if any change in its written policies or in the risk
         category of this transaction, in any of the foregoing events or
         circumstances, reduces the rate of return on its capital as a
         consequence of its obligations under this Agreement to a level below
         that which it otherwise could have achieved (taking into consideration
         its policies with respect to capital adequacy) by an amount deemed by
         it to be material (and it may, in determining the amount, utilize
         reasonable assumptions and allocations of costs and expenses and use
         any reasonable averaging or attribution method), then (unless the
         effect is already reflected in the rate of interest then applicable
         under this Agreement) the Administrative Agent or that Lender (through
         the Administrative Agent) shall notify the Borrower and deliver to the
         Borrower a certificate setting forth in reasonable detail the
         calculation of the amount necessary to compensate it (which certificate
         is conclusive and binding absent manifest error), and the Borrower
         shall pay that amount to the Administrative Agent or that Lender within
         five (5) Business Days after demand. Notwithstanding the foregoing
         sentence, the Borrower shall not be obligated to pay such amount unless
         notice thereof is given within ninety (90) Business Days after any such
         Lender actually incurs such reduction in its return. The Lenders are
         not aware of any event which would so reduce their rate of return as of
         the date hereof. If any such event giving rights to a demand by any
         Lender for compensation under this SECTION 3.16(b) occurs specifically
         with respect to such Lender, and generally with respect to national
         banks similarly situated for loans of the same classification, the
         Borrower may elect to prepay the Obligation in full within one hundred
         twenty (120) days after receipt of the above-described certificate from
         the Administrative Agent by giving written notice to the Administrative
         Agent or that Lender through the Administrative Agent) of such election
         not more than five (5) Business Days after receipt of such certificate
         from the Administrative Agent; provided, however, that if the Borrower
         does not prepay the Obligation within such 120-day period despite
         having given such notice, this Agreement shall remain in full force and
         effect as if such notice was never given. The provisions of


                                       26
<PAGE>   34


         and undertakings and indemnification in this CLAUSE (b) shall survive
         the satisfaction and payment of the Obligation and termination of this
         Agreement.

                  (c) HLT. Neither the Borrower nor any Lender is aware of any
         circumstances which would result in classifying this transaction as a
         "highly leveraged transaction" as of the Closing Date under "HLT"
         guidelines promulgated by any Tribunal (including, without limitation,
         the Office of the Comptroller of the Currency). If any Tribunal or any
         Lender (as it interprets "HLT guidelines" promulgated by any Tribunal)
         classifies this transaction as a "highly leveraged transaction," such
         Lender (through the Administrative Agent) shall promptly notify the
         Borrower of such classification and the applicable interest rate margin
         in all contexts shall be increased by 1% as of the date of such notice.

                  (d) Taxes. Subject to SECTION 3.19, any Taxes payable by any
         Credit Party or ruled (by a Tribunal) payable by a Credit Party in
         respect of this Agreement or any other Loan Document shall, if
         permitted by Law, be paid by the Borrower, together with interest and
         penalties, if any, except for Taxes payable on or measured by the
         overall net income of that Credit Party (or that Credit Party, as the
         case may be, together with any other Person with whom that Credit Party
         files a consolidated, combined, unitary, or similar Tax return) and
         except for interest and penalties incurred as a result of the gross
         negligence or willful misconduct of any Credit Party. The Credit Party
         (through the Administrative Agent) shall notify the Borrower and
         deliver to the Borrower a certificate setting forth in reasonable
         detail the calculation of the amount of payable Taxes, which
         certificate is conclusive and binding (absent manifest error), and the
         Borrower shall pay that amount to the Administrative Agent for its
         account or the account of that Credit Party, as the case may be within
         five (5) Business Days after demand. If that Credit Party subsequently
         receives a refund of the Taxes paid to it by the Borrower, then the
         recipient shall promptly pay the refund to the Borrower.

         3.17 Change In Laws. If any Law makes it unlawful for any Lender to
make or maintain LIBOR Borrowings, then that Lender shall promptly notify the
Borrower and the Administrative Agent, and (a) as to undisbursed funds, that
requested Borrowing shall be made as a Base-Rate Borrowing, and (b) as to any
outstanding Borrowing (i) if maintaining the Borrowing until the last day of the
applicable Interest Period is unlawful, the Borrowing shall be converted to a
Base-Rate Borrowing as of the date of notice, in which event the Borrower will
be required to pay any related Funding Loss, or (ii) if not prohibited by Law,
the Borrowing shall be converted to a Base-Rate Borrowing as of the last day of
the applicable Interest Period, or (iii) if any conversion will not resolve the
unlawfulness, the Borrower shall promptly prepay the Borrowing, without penalty
but with related Funding Loss.

         3.18 FUNDING LOSS. THE BORROWER SHALL INDEMNIFY EACH LENDER AGAINST,
AND PAY TO IT UPON DEMAND, ANY FUNDING LOSS OF THAT LENDER. WHEN ANY LENDER
DEMANDS THAT THE BORROWER PAY ANY FUNDING LOSS, THAT LENDER SHALL DELIVER TO THE
BORROWER AND THE ADMINISTRATIVE AGENT A CERTIFICATE SETTING FORTH IN REASONABLE
DETAIL THE BASIS FOR IMPOSING THE FUNDING LOSS AND THE CALCULATION OF THE
AMOUNT, WHICH CALCULATION IS CONCLUSIVE AND BINDING ABSENT MANIFEST ERROR. THE
PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION IN THIS SECTION SURVIVE THE
SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION OF THIS AGREEMENT.


                                       27
<PAGE>   35


         3.19 Taxes.

                  (a) Any and all payments by the Borrower to or for the account
         of any Credit Party hereunder or under any other Loan Document shall be
         made free and clear of and without deduction for any and all present or
         future Taxes, excluding, in the case of each Credit Party, Taxes based
         on or measured by its income, and franchise taxes imposed on it, by the
         jurisdiction under the Laws of which such Credit Party (or its
         Applicable Lending Office) is organized or any political subdivision
         thereof (such income and franchise Taxes being "EXCLUDED TAXES").

                  (b) In addition, the Borrower agrees to pay any and all
         present or future stamp or documentary Taxes and any other excise or
         property Taxes or charges or similar levies which arise from any
         payment made under this Agreement or any other Loan Document or from
         the execution or delivery of, or otherwise with respect to, this
         Agreement or any other Loan Document (hereinafter referred to as "OTHER
         TAXES").

                  (c) The Borrower agrees to indemnify each Credit Party for the
         full amount of Taxes (other than Excluded Taxes) and Other Taxes
         (including any Taxes or Other Taxes imposed or asserted by any
         jurisdiction on amounts payable under this SECTION 3.19) paid by such
         Credit Party (as the case may be) and any liability (including
         penalties, interest, and expenses) arising therefrom or with respect
         thereto.

                  (d) Each Lender organized under the Laws of a jurisdiction
         outside the United States, on or prior to the date of its execution and
         delivery of this Agreement in the case of each Lender listed on the
         signature pages hereof and on or prior to the date on which it becomes
         a Lender in the case of each other Lender, and from time to time
         thereafter if requested in writing by the Borrower or the
         Administrative Agent (but only so long as such Lender remains lawfully
         able to do so), shall provide the Borrower and the Administrative Agent
         with (i) Internal Revenue Service Form W-8 BEN or Form W-8 ECI, as
         appropriate, or any successor form prescribed by the Internal Revenue
         Service, certifying that such Lender is entitled to benefits under an
         income tax treaty to which the United States is a party which reduces
         the rate of withholding tax on payments of interest or certifying that
         the income receivable pursuant to this Agreement is effectively
         connected with the conduct of a trade or business in the United States,
         (ii) Internal Revenue Service Form W-8 BEN or Form W-8 ECI, as
         appropriate, or any successor form prescribed by the Internal Revenue
         Service, and (iii) any other form or certificate required by any taxing
         authority (including any certificate required by Sections 871(h) and
         881(c) of the Code), certifying that such Lender is entitled to an
         exemption from or a reduced rate of tax on payments pursuant to this
         Agreement or any of the other Loan Documents.

                  (e) For any period with respect to which a Lender has failed
         to provide the Borrower and the Administrative Agent with the
         appropriate form pursuant to SECTION 3.19 (unless such failure is due
         to a change in any Laws occurring subsequent to the date on which a
         form originally was required to be provided), such Lender shall not be
         entitled to indemnification under SECTION 3.19(c) with respect to Taxes
         imposed by the United States; provided, however, that should a Lender,
         which is otherwise exempt from or


                                       28
<PAGE>   36


         subject to a reduced rate of withholding tax, become subject to Taxes
         (other than Excluded Taxes) because of its failure to deliver a form
         required hereunder, the Borrower shall take such steps as such Lender
         shall reasonably request to assist such Lender to recover such Taxes.

                  (f) If the Borrower is required to pay additional amounts to
         or for the account of any Lender pursuant to this SECTION 3.19, then
         such Lender will agree to use reasonable efforts to change the
         jurisdiction of its applicable lending office so as to eliminate or
         reduce any such additional payment which may thereafter accrue if such
         change, in the judgment of such Lender, is not otherwise
         disadvantageous to such Lender.

                  (g) Within thirty (30) days after the date of any payment of
         Taxes or Other Taxes, the Borrower will provide to the Administrative
         Agent (upon its request) a copy of the reports required by the
         applicable taxing authority and accompanying such payment.

                  (h) Without prejudice to the survival of any other agreement
         of the Borrower hereunder, the agreements and obligations of the
         Borrower contained in this SECTION 3.19 shall survive the termination
         of the Commitments and the payment in full of the Term Loans for the
         applicable period of the statute of limitations.

SECTION 4: FEES.

         4.1 Treatment of Fees. The fees described in this SECTION 4 represent
compensation for services rendered and to be rendered separate and apart from
the lending of money or the provision of credit, and (a) are not compensation
for the use, detention, or forbearance of money, (b) are in addition to, and not
in lieu of, interest and expenses otherwise described in this Agreement, (c) are
payable in accordance with SECTION 3.1, (d) are non-refundable, (e) to the
fullest extent permitted by Law, bear interest, if not paid when due, at the
Default Rate, and (f) are calculated on the basis of a year of 360 days.

         4.2 Administrative Agent's Fees. The Borrower shall pay to
Administrative Agent, solely for its own account and for the account of Bear
Stearns Corporate Lending, Inc., the fees described in the letter agreement (as
it may be renewed, extended, or modified) dated as of July 17, 2001, between the
Borrower, the Administrative Agent and the Bookrunner.

SECTION 5: SECURITY.

         5.1 Subsidiary Guaranty. As an inducement to the Lenders to enter into
this Agreement:

                  (a) the Borrower shall cause all of its present and future
         direct and indirect Domestic Subsidiaries for which at least 70% of
         each of their Voting Stock is owned of record or beneficially by a
         Company, whether now existing or in the future formed or acquired, to
         unconditionally guarantee in favor of the Credit Parties the full
         payment and performance of the Obligation pursuant to the Subsidiary
         Guaranty.

                  (b) If at the end of any Fiscal Quarter:


                                       29
<PAGE>   37


                           (i) the Net Worth of Non-Guaranteeing Subsidiaries:
                           (A) exceeds, with respect to any individual
                           Non-Guaranteeing Subsidiary, five percent (5%) of
                           Total Net Worth, or (B) exceeds, with respect to
                           Non-Guaranteeing Subsidiaries in the aggregate, (10%)
                           of Total Net Worth, or

                           (ii) the Adjusted EBITDA of Non-Guaranteeing
                           Subsidiaries, based on the Rolling Period most
                           recently then ended, exceeds ten percent (10%) of the
                           Adjusted EBITDA of the Companies;

                  then, the Borrower, within fifteen (15) days, shall either (x)
         cause a sufficient number of Non-Guaranteeing Subsidiaries to become
         Subsidiary Guarantors such that none of the thresholds set forth in
         CLAUSES (i) and (ii) above are exceeded and/or (y) cause a sufficient
         number of Foreign Stock Pledges to be delivered such that none of the
         thresholds set forth in CLAUSES (i) and (ii) above are exceeded.

                  (c) If, (i) as a result of any disposition permitted under
         SECTION 9.9, more than 50% of the Voting Stock of a Subsidiary
         Guarantor (or a Foreign Subsidiary the Stock of which is subject to a
         Foreign Stock Pledge) is transferred, sold or assigned to a Person who
         is not an Affiliate, or (ii) a Subsidiary Guarantor (or a Foreign
         Subsidiary the Stock of which is subject to a Foreign Stock Pledge) is
         the subject of a Permitted IPO then the Administrative Agent shall,
         provided no Default or Potential Default is then in existence, release
         the Subsidiary Guaranty with respect to such Subsidiary Guarantor, or
         the Foreign Stock Pledge with respect to such Foreign Subsidiary.

                  (d) The Borrower shall not cause any Subsidiary to guarantee
         the Existing Credit Agreement, or create (or cause to be created) any
         Lien to secure the Existing Credit Agreement, without contemporaneously
         causing such Subsidiary to deliver a corresponding Subsidiary Guaranty,
         or creating (or causing to be created) a corresponding security
         interest, in favor of the Lenders (any such security interest to be
         shared equally and ratably in accordance with the Intercreditor
         Agreement).

         5.2 Foreign Stock Pledge. Any Foreign Stock Pledge delivered, or caused
to be delivered, by the Borrower in compliance with SECTION 5.1(b) shall be
subject to the Security Documents and the Intercreditor Agreement and otherwise
in accordance with such documents, legal opinions, filings and notifications as
required by the Agents, in their sole discretion.

         5.3 Additional Security and Subsidiary Guaranties. The Lenders may,
without notice or demand and without affecting any Company's (or any other
Person's) obligations under the Loan Documents, from time to time (a) receive
from any Person and hold collateral for the payment of all or any part of the
Obligation and exchange, enforce, or release such collateral or any part thereof
and (b) accept and hold any endorsement or guaranty of payment of all or any
part of the Obligation and release such endorser or guarantor, or any Person who
has given any other security for the payment of all or any part of the
Obligation, or any other Person in any way obligated to pay all or any part of
the Obligation.

         5.4 Further Assurances. The Borrower shall, and shall cause each other
appropriate Company to, perform the acts, duly authorize, execute, acknowledge,
deliver, file, and record


                                       30
<PAGE>   38


any additional writings, and pay all filings fees and costs as the
Administrative Agent or the Required Lenders may reasonably deem appropriate or
necessary to perfect and maintain the Lender Liens and preserve and protect the
Rights of the Administrative Agent and the Lenders under any Loan Document.

SECTION 6: CONDITIONS PRECEDENT. The agreement of each Lender to make its Term
Loan pursuant to Section 2.1 is subject to the satisfaction, prior to or
concurrently with the making of such Term Loan on the Closing Date (but in any
event no later than October 31, 2001) of the following conditions precedent:

         (a) Credit Agreement. The Administrative Agent shall have received (i)
this Agreement, executed an delivered by each Agent, the Borrower, each
Subsidiary Guarantor and each Lender listed on Schedule 1, (ii) upon
consummation of the IMS Acquisition, an After-Acquired Subsidiary Guaranty,
substantially in the form of EXHIBIT B, executed and delivered by IMS and each
of its Domestic Subsidiaries as to which at least 70% of its Voting Stock is
owned of record or beneficially by IMS or another such Subsidiary and (iii) the
Intercreditor Agreement executed by all relevant parties.

         (b) Acquisition, etc.

                  (i) The IMS Acquisition shall have been consummated for an
         aggregate purchase price not exceeding $825,000,000 (subject to
         adjustment as provided in the Stock Purchase Agreement) pursuant to the
         Stock Purchase Agreement, and no material provision thereof shall have
         been amended, waived or otherwise modified without the prior written
         consent of the Syndication Agent, the Administrative Agent and the
         Required Lenders, other than the Closing Agreement and Amendment to be
         dated as of August 24, 2001, substantially in the form provided to the
         Lenders.

                  (ii) The IMS Acquisition shall have been consummated in
         accordance with all applicable material requirements of Law.

                  (iii) The Second Amendment to the Existing Credit Agreement,
         substantially in the form of EXHIBIT H, shall have been executed by all
         required parties and shall have become effective in accordance with its
         terms.

                  (iv) The capital and ownership structure of the Companies
         shall be satisfactory to the Syndication Agent after giving effect to
         the IMS Acquisition.

         (c) Fees. The Lenders and the Agents shall have received all fees
(including, without limitation, all fees payable pursuant to Section 4) required
to be paid, and all expenses for which invoices have been presented, on or
before the Closing Date.

         (d) Approvals. All governmental and third party approvals necessary or,
in the reasonable discretion of the Syndication Agent and the Administrative
Agent, advisable in connection with the IMS Acquisition, the financing
contemplated hereby and the continuing operations of the Companies shall have
been obtained and be in full force and effect, and all applicable waiting
periods shall have expired without any action being taken or threatened by


                                       31
<PAGE>   39


any competent authority which would restrain, prevent or otherwise impose
adverse conditions on the IMS Acquisition or the financing thereof.

         (e) Financial Statements. Each of the Lenders shall have received and
shall be satisfied with (i) audited consolidated Financials of IMS and the
Borrower for the two most recent fiscal years ended prior to the Closing Date as
to which such Financials are available, (ii) unaudited interim consolidated
Financials of the Borrower (which shall include the Financials of the Borrower
as of June 30, 2001, and, in the case of such Financials, shall have been
reviewed by the Borrower's independent accountants) for each quarterly period
ended subsequent to the date of the latest Financials of the Borrower delivered
pursuant to CLAUSE (i) above as to which such Financials are available and (iii)
unaudited interim consolidated balance sheet and income statement of IMS for the
five-month period ending May 31, 2001 (or the six-month period ended June 30,
2001, if available) and for each fiscal month thereafter as to which such
Financials are available (such receipt and satisfaction to be evidenced by such
Lender's execution of this Agreement).

         (f) Pro Forma Balance Sheet. Each of the Lenders shall have received
and shall be satisfied with (i) a pro forma consolidated balance sheet of the
Borrower as at the date of the most recent consolidated balance sheet of the
Borrower delivered pursuant to CLAUSE (e) above, adjusted to give effect to the
consummation of the IMS Acquisition and the financings contemplated hereby as if
such transactions had occurred on such date and (ii) a pro forma calculation of
the EBITDA of IMS for the twelve-month period ended June 30, 2001, adjusted to
give effect to any cost savings associated therewith calculated in accordance
with Regulations S-X under the 1933 Act (such receipt and satisfaction to be
evidenced by such Lender's execution of this Agreement).

         (g) Projections. Each of the Lenders shall have received and shall be
satisfied with financial projections for fiscal years ended June 30, 2002 and
June 30, 2003 (such receipt and satisfaction to be evidenced by such Lender's
execution of this Agreement).

         (h) Lien Searches. The Syndication Agent and the Administrative Agent
shall have received the results of a recent lien search in each relevant
material jurisdiction with respect to the Companies, and such search shall
reveal no liens on any of the assets of the Companies except for liens permitted
by the Loan Documents or liens to be discharged on or prior to the Closing Date
pursuant to documentation satisfactory to the Syndication Agent.

         (i) Solvency Certificate. Each of the Lenders shall have received and
shall be satisfied with a solvency certificate of the chief financial officer of
the Borrower which shall document that the Companies, on a consolidated basis,
are Solvent after giving effect to the IMS Acquisition and the other
transactions contemplated hereby (such receipt and satisfaction to be evidenced
by such Lender's execution of this Agreement).

         (j) Legal Opinions. The Administrative Agent shall have received the
following executed legal opinions:

                  (i) the legal opinion of William L. Deckelman, Jr., general
         counsel to Obligors, substantially in the form of EXHIBIT D; and


                                       32
<PAGE>   40


                  (ii) the legal opinion of Baker Botts L.L.P., outside counsel
         to Obligors, substantially in the form of EXHIBIT E.

         (k) Representation and Warranties; No Default. Each of the
representations and warranties made by any of the Obligors in or pursuant to the
Loan Documents shall be true and correct on and as of such date as if made on
and as of such date and there shall be No Default or Potential Default in
existence at the time of, or after giving effect to, the making of the Term
Loans.

SECTION 7: REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants
to the Credit Parties, as of the Closing Date, as follows:

         7.1 Purpose and Regulations G, T, U and X.

                  (a) The Borrower will use the proceeds of the Term Loans to
         finance the IMS Acquisition and to pay related fees and expenses.

                  (b) No Company is engaged principally, or as one of its
         important activities, in the business of extending credit for the
         purpose of purchasing or carrying any "margin stock" within the meaning
         of Regulations G, T, U, or X of the Board of Governors of the Federal
         Reserve System, as amended. No part of the proceeds of any Borrowing
         will be used, directly or indirectly, for a purpose that violates any
         Law, including, without limitation, Regulations G, T, U, or X.

         7.2 Corporate Existence, Good Standing, and Authority. Each Company is
duly organized, validly existing, and in good standing under the Laws of its
jurisdiction of organization. Except where not a Material Adverse Event, each
Company is duly qualified to transact business and is in good standing in each
jurisdiction where the nature and extent of its business and properties require
due qualification and good standing (each of which jurisdictions is identified
on SCHEDULE 7.3). Each Company possesses all requisite authority and power to
conduct its business as is now being conducted and as proposed under the Loan
Documents to be conducted and to own and operate its assets as now owned and
operated and as proposed to be owned and operated under the Loan Documents.

         7.3 Subsidiaries and Names. SCHEDULE 7.3 describes (a) all of the
Borrower's direct and indirect Subsidiaries, (b) all Companies, (c) every name
or trade name used by each Company during the five-year period before the date
of this Agreement, (d) every change of each Company's name during the four-month
period before the date of this Agreement, (e) the chief executive office, and
location of books and records of each Company, (f) the percentage of shares of
outstanding capital stock (or similar voting interests) of each Subsidiary held
by a Company, and (g) the Company holding such stock (or similar voting
interests). All of the outstanding shares of capital stock (or similar voting
interests) of the Borrower's Subsidiaries are (a) duly authorized, validly
issued, fully paid, and nonassessable, (b) owned of record and beneficially as
described in that schedule or those writings, free and clear of any Liens,
except Permitted Liens, and (c) not subject to any warrants, options, or other
acquisition Rights of any Person that could result in the holders of such
warrants, options, or other acquisition Rights owning, in the aggregate, a
percentage greater than 15% of the outstanding shares of Stock or


                                       33
<PAGE>   41


(iii) any transfer restriction except restrictions imposed by securities Laws
and general corporate Laws.

         7.4 Authorization and Contravention. The execution and delivery by each
Obligor of each Loan Document to which it is a party and the performance by it
of its obligations under those Loan Documents (a) are within its organizational
power, (b) have been duly authorized by all necessary organizational action, (c)
require no action by or filing with any Tribunal (except any action or filing
that has been taken or made on or before the Closing Date), (d) do not violate
any provision of its Constituent Documents, and (e) do not violate any provision
of Law applicable to it or any material agreement to which it is a party except
violations that individually or collectively are not a Material Adverse Event.

         7.5 Binding Effect. Upon execution and delivery by all parties to it,
each Loan Document will constitute a legal and binding obligation of each
Obligor party to it, enforceable against it in accordance with that Loan
Document's terms except as that enforceability may be limited by Debtor Laws and
general principles of equity.

         7.6 Financials and Existing Debt. The Current Financials were prepared
in accordance with GAAP and present fairly, in all material respects, the
Companies' and IMS' consolidated financial condition, results of operations,
and, where applicable, cash flows as of the dates and for the periods covered
thereby (subject only to normal year-end adjustments for interim statements). No
Material Adverse Event has occurred and is continuing.

         7.7 Solvency. On the Closing Date, the Borrower is Solvent. Except for
Subsidiaries set forth in SCHEDULE 7.7, each Company is Solvent.

         7.8 Litigation. Except as disclosed on SCHEDULE 7.8, and matters
covered (subject to reasonable and customary deductible and retention) by
insurance or indemnification agreements (a) no Company is subject to, or aware
of the threat of, any Litigation that is reasonably likely to be determined
adversely to any Company and, if so adversely determined, is a Material Adverse
Event, and (b) no outstanding and unpaid judgments against any Company exist
that would be a Material Adverse Event.

         7.9 Taxes. Except as disclosed on SCHEDULE 7.9, and with respect to all
existing Tax liabilities which individually are greater than $1,000,000, (a) all
Tax returns of each Company required to be filed have been filed (or extensions
have been granted) before delinquency, and (b) all Taxes imposed upon each
Company that are due and payable have been paid before delinquency except as
being contested as permitted by SECTION 8.5.

         7.10 Environmental Matters. Except as disclosed on SCHEDULE 7.10:

                  (a) No Company's ownership of its assets violates any
         applicable Environmental Law, other than such violations which would
         not constitute a Material Adverse Event.

                  (b) No Company has received notice from any Tribunal that it
         has actual or potential Environmental Liability and no Company has
         knowledge that it has any


                                       34
<PAGE>   42


         Environmental Liability, which actual or potential Environmental
         Liability in either case constitutes a Material Adverse Event.

                  (c) No Company has received notice from any Tribunal that any
         Real Property is affected by, and no Company has knowledge that any
         Real Property is affected by, any Release of any Hazardous Substance
         which constitutes a Material Adverse Event.

         7.11 Employee Plans. Except as disclosed on SCHEDULE 7.11, (a) no
Employee Plan subject to ERISA has incurred an "accumulated funding deficiency"
(as defined in Section 302 of ERISA or Section 412 of the Code), (b) neither the
Borrower nor any ERISA Affiliate has incurred liability, except for liabilities
for premiums that have been paid or that are not past due, under ERISA to the
PBGC in connection with any Employee Plan, (c) neither the Borrower nor any
ERISA Affiliate has withdrawn in whole or in part from participation in a
Multiemployer Plan in a manner that has given rise to a withdrawal liability
under Title IV of ERISA, (d) neither the Borrower nor any ERISA Affiliate has
engaged in any "prohibited transaction" (as defined in Section 406 of ERISA or
Section 4975 of the Code), (e) no "reportable event" (as defined in Section 4043
of ERISA) has occurred excluding events for which the notice requirement is
waived under applicable PBGC regulations, (f) neither the Borrower nor any ERISA
Affiliate has any liability, or is subject to any Lien, under ERISA or the Code
to or on account of any Employee Plan, (g) each Employee Plan subject to ERISA
and the Code complies in all material respects, both in form and operation, with
ERISA and the Code, and (h) no Multiemployer Plan subject to the Code is in
reorganization within the meaning of Section 418 of the Code. The present value
of all benefit liabilities within the meaning of Title IV of ERISA under each
Employee Plan (based on those actuarial assumptions used to fund such Employee
Plan) did not, as of the last annual valuation date for the 1999 plan year of
such Plan, exceed the value of the assets of such Employee Plan, and the total
present values of all benefit liabilities within the meaning of Title IV of
ERISA of all Employee Plans (based on the actuarial assumptions used to fund
each such Plan) did not, as of the respective annual valuation dates for the
1999 plan year of each such Plan, exceed the value of the assets of all such
plans.

         7.12 Properties; Liens. Each Company has good and marketable title to
all its property reflected on the Current Financials as being owned by it except
for property that is obsolete or that has been disposed of in the ordinary
course of business between the date of the Current Financials and the date of
this Agreement. No Lien exists on any property of any Company except Permitted
Liens. No Company is party or subject to any agreement, instrument, or order
which in any way restricts any Company's ability to allow Liens to exist upon
any of its assets except relating to Permitted Liens.

         7.13 Government Regulations. No Company is subject to regulation under
(a) the Public Utility Holding Company Act 1935, the Federal Power Act, the
Investment Company Act of 1940, the Interstate Commerce Act (as any of the
preceding acts have been amended), or any other Law (other than Regulation X of
the Board Governors of the Federal Reserve System) which regulates the
incurrence of Debt, or (b) a "utility" as defined in Chapter 35 of the Texas
Business and Commerce Code, as amended.


                                       35
<PAGE>   43


         7.14 Transactions with Affiliates. Except for executive compensation
arrangements of the Borrower, transactions with other Companies and as otherwise
disclosed on SCHEDULE 7.14 or permitted by SECTION 9.5, no Company is a party to
a material transaction with any of its Affiliates. For purposes of this SECTION
7.14, such transactions are "material" if they require any Company to pay over
the course of such transactions, more than $5,000,000 with respect to any
individual transaction.

         7.15 Debt. No Company has any Debt except Permitted Debt.

         7.16 Leases. Except as disclosed on SCHEDULE 7.8, (a) each Company
enjoys peaceful and undisturbed possession under all leases necessary for the
operation of its properties and assets, and (b) all material leases under which
any Company is a lessee are in full force and effect.

         7.17 Labor Matters. After consultation with executive officers of the
Companies responsible for labor matters and issues, and except as disclosed on
SCHEDULE 7.17, (a) no actual or threatened strikes, labor disputes, slow downs,
walkouts, work stoppages, or other concerted interruptions of operations that
involve employees of any Company as of the date hereof, (b) hours worked by and
payment made to the employees of any Company or any predecessor of such Company
have not been in material violation of the Fair Labor Standards Act or any other
applicable Laws pertaining to labor matters, (c) all material payments due from
any Company for employee health and welfare insurance, including, without
limitation, workers compensation insurance, have been paid or accrued as a
liability on its books, and (d) the business activities and operations of each
Company are materially in compliance with OSHA and other applicable health and
safety Laws.

         7.18 Intellectual Property. Except as disclosed on SCHEDULE 7.18, (a)
each Company owns or has the right to use all material licenses, patents, patent
applications, copyrights, service marks, trademarks, trademark applications and
trade names necessary to continue to conduct its businesses as presently
conducted by it and proposed to be conducted by it immediately after the date of
this Agreement, (b) each Company is conducting its business without infringement
or claim of infringement of any license, patent, copyright, service mark,
trademark, trade name, trade secret or other intellectual property right of
others, except where such Company is actively defending against such claim of
infringement or such claim (if adversely determined) would not result in a
Material Adverse Event, and (c) no infringement or claim of infringement by
others of any material license, patent, copyright, service mark, trademark,
trade name, trade secret or other intellectual property of any Company exists,
except where such Company is actively prosecuting to cease such infringement and
such infringement (if it continued unabated) would not result in a Material
Adverse Event. The Borrower and each Company have an active program to identify,
and protect against infringement or abandonment, their respective licenses,
patents, copyrights, service marks, trademarks, trade names, trade secrets and
other intellectual property.

         7.19 Insurance. Each Company maintains with financially sound,
responsible, and reputable insurance companies or associations (or, as to
workers' compensation or similar insurance, with an insurance fund or by
self-insurance authorized by the jurisdictions in which it operates) insurance
concerning its properties and businesses against such casualties and


                                       36
<PAGE>   44


contingencies and in such types and in such amounts (and with co-insurance and
deductibles) as is customary in the case of same or similar businesses.

         7.20 Full Disclosure. Each material fact or condition relating to the
Loan Documents or the financial condition or prospects, business, or property of
the Companies that is a Material Adverse Event has been disclosed in writing to
the Administrative Agent and the Lenders. All information previously furnished
to the Credit Parties in connection with the Loan Documents was, and all
information furnished in the future by any Company to any Credit Party will be,
true and accurate in all material respects or based on reasonable estimates on
the date the information is stated or certified.

         7.21 Pari Passu Debt. The Obligors will at all times ensure that the
claims and rights of the Credit Parties under this Agreement and the other Loan
Documents will not be subordinate to, and will rank at all times at least pari
passu (without giving effect to any Liens) with, all other Debt of the
Companies, except with respect to the Subordinated Notes (or any other Permitted
Debt described in CLAUSE (i) of the definition thereof, which shall (at all
times) remain subordinate and inferior to the Obligations. The Obligors will not
amend, modify or supplement any credit agreement, notes or other document
relating to its Debt in any manner which would make them more onerous to the
respective Obligor than the provisions of this Agreement and the other Loan
Documents as in effect from time to time.

         7.22 Contingent "Earn-Out" Payments. SCHEDULE 7.22 describes all
material contractual agreements entered into by any Company to make contingent
("earn-out") payments based on the financial performance of its Subsidiaries.
For purposes of this SECTION 7.22, such transactions are "material" if they
require any Company to pay over the course of such transactions, more than
$5,000,000 with respect to any individual transaction.

SECTION 8: AFFIRMATIVE COVENANTS. Until the Obligation has been fully paid and
performed, the Borrower covenants and agrees with the Credit Parties that,
without first obtaining the Administrative Agent's written notice of the
Required Lenders' consent to the contrary:

         8.1 Certain Items Furnished. The Borrower shall furnish the following
to the Administrative Agent, which will, in turn, provide to each Credit Party:

                  (a) Annual Financials, Etc. Promptly after preparation but no
         later than ninety (90) days after the last day of each fiscal year of
         the Borrower, Financials showing the Companies' consolidated financial
         condition and results of operations as of, and for the year ended on,
         that last day, accompanied by (i) the opinion, without material
         qualification, of any nationally-recognized independent certified
         public accounting firm which is included within the group commonly
         referred to as the "Big Five" or any other such firm reasonably
         acceptable to the Required Lenders, based on an audit using generally
         accepted auditing standards, that the consolidated portion of those
         Financials were prepared in accordance with GAAP and present fairly, in
         all material respects, the Companies' consolidated financial condition
         and results of operations, and (ii) a Compliance Certificate.


                                       37
<PAGE>   45


                  (b) Quarterly Financials, Etc. Promptly after preparation but
         no later than sixty (60) days after the last day of each of the first
         three fiscal quarters of the Borrower each year, Financials showing the
         Companies' consolidated financial condition and results of operations
         for that fiscal quarter and for the period from the beginning of the
         current fiscal year to the last day of that fiscal quarter, accompanied
         by a Compliance Certificate.

                  (c) Other Reports. Promptly after preparation thereof, and if
         requested by the Agents, true copies of all reports, statements,
         documents, plans and other written communications furnished by or on
         behalf of the Borrower to its stockholders, the SEC, or the PBGC, and,
         if requested by the Administrative Agent, any other Tribunal.

                  (d) Employee Plans. As soon as possible and within thirty (30)
         days after the Borrower knows that any event which would constitute a
         reportable event under Section 4043(b) of Title IV of ERISA with
         respect to any Employee Plan subject to ERISA has occurred, or that the
         PBGC has instituted or will institute proceedings under ERISA to
         terminate that plan, deliver a certificate of a Responsible Officer of
         the Borrower setting forth details as to that reportable event and the
         action which the Borrower or an ERISA Affiliate, as the case may be,
         proposes to take with respect to it, together with a copy of any notice
         of that reportable event which may be required to be filed with the
         PBGC, or any notice delivered by the PBGC evidencing its intent to
         institute those proceedings or any notice to the PBGC that the plan is
         to be terminated, as the case may be. For all purposes of this section,
         the Borrower is deemed to have all knowledge of all facts attributable
         to the plan administrator under ERISA.

                  (e) Other Notices. Notice, promptly after the Borrower knows,
         of (i) the existence and, if requested by the Administrative Agent,
         status of any Litigation that, if determined adversely to any Company,
         would be a Material Adverse Event, (ii) any change in any material fact
         or circumstance represented or warranted by any Company in any Loan
         Document, or (iii) a Default or Potential Default, specifying the
         nature thereof and what action the Companies have taken, are taking, or
         propose to take.

                  (f) SEC Filings. Promptly after the filing thereof, a true,
         correct, and complete copy of each Form 10-K, and Form 10-Q, filed by
         or on behalf of any Company with the SEC to be delivered with the
         Compliance Certificate next due.

                  (g) Change in Ratings. Promptly upon the receipt of notice
         thereof, and in any event within five (5) Business Days after any
         change in the Moody's Rating or the S & P Rating, notice of such
         change.

                  (h) Other Information. Promptly upon request therefor by any
         Credit Party, such information (not otherwise required to be furnished
         under the Loan Documents) respecting the business affairs, assets, and
         liabilities of the Companies, and such opinions, certifications, and
         documents, in addition to those mentioned in this Agreement, as
         reasonably requested.


                                       38
<PAGE>   46


         8.2 Use of Credit. The Borrower shall, and shall cause the Companies
to, use the proceeds of Borrowings only for the purposes represented in this
Agreement.

         8.3 Books and Records. Each Company shall maintain books, records, and
accounts necessary to prepare Financials in accordance with GAAP.

         8.4 Inspections. Each Company shall allow any Credit Party (or their
respective Representatives) to inspect any of its properties, to review reports,
files, and other records and to make and take away copies, to conduct tests or
investigations, and to discuss any of its affairs, conditions, and finances with
its other creditors, directors, officers, employees, or representatives from
time to time, during reasonable business hours, or, after notice to the
Borrower, with any creditor of any Company.

         8.5 Taxes. Each Company shall promptly pay when due any and all Taxes
except Taxes that are being contested in good faith by lawful proceedings
diligently conducted, against which reserve or other provision required by GAAP
has been made, and in respect of which levy and execution of any Lien sufficient
to be enforced has been and continues to be stayed.

         8.6 Payment of Obligation. Each Company shall promptly pay (or renew
and extend) all of its Debt as it becomes due (other than the Subordinated Notes
and Debt owed to any Person other than Lenders, the validity or amount of which
is being contested in good faith by appropriate proceedings diligently conducted
and a reserve or other provision required by GAAP has been made).

         8.7 Expenses. Promptly after demand accompanied by an invoice
describing the costs, fees, and expenses in reasonable detail, the Borrower
shall pay (a) all costs, fees, and expenses paid or incurred by the
Administrative Agent incident to any Loan Document (including, without
limitation, the reasonable fees and expenses of the Administrative Agent's
counsel in connection with the negotiation, preparation, delivery, and execution
of the Loan Documents and any related amendment, waiver, or consent) and (b) all
reasonable costs and expenses incurred by the Administrative Agent or any Lender
in connection with the enforcement of the obligations of any Company under the
Loan Documents or the exercise of any Rights under the Loan Documents
(including, without limitation, reasonable allocated costs of in-house counsel,
other reasonable attorneys' fees, and court costs), all of which are part of the
Obligation, bearing interest, (if not paid within ten (10) Business Days after
demand accompanied by an invoice describing the costs, fees, and expenses in
reasonable detail) at the Default Rate until paid.

         8.8 Maintenance of Existence, Assets, and Business. Each Company shall
(a) maintain its corporate existence and good standing in its state of
organization (except as permitted under SECTIONS 9.9 and 9.10), (b) except where
not a Material Adverse Event (i) maintain its authority to transact business and
good standing in all other states, (ii) maintain all licenses, permits, and
franchises (including, without limitation, Environmental Permits) necessary for
its business, (iii) keep all of its material assets that are useful in and
necessary to its business in good working order and condition (ordinary wear and
tear excepted) and make all necessary repairs and replacements.


                                       39
<PAGE>   47


         8.9 Insurance. Each Company shall, at its cost and expense, maintain
with financially sound, responsible, and reputable insurance companies or
associations, or, as to workers' compensation or similar insurance, with an
insurance fund or by self-insurance authorized by the jurisdictions in which it
operates, insurance concerning its properties and businesses against casualties
and contingencies and of types and in amounts (and with co-insurance and
deductibles) as shall be reasonably satisfactory to the Administrative Agent,
with loss payable to the Administrative Agent as its interest may appear, and
provide the Administrative Agent with evidence of such insurance within thirty
(30) days after the Closing Date.

         8.10 Environmental Matters. Each Company shall (a) operate and manage
its businesses and otherwise conduct its affairs in compliance with all
Environmental Laws and Environmental Permits except to the extent noncompliance
does not constitute a Material Adverse Event, (b) promptly deliver to the
Administrative Agent a copy of any notice received from any Tribunal alleging
that any Company is not in compliance with any Environmental Law or
Environmental Permit if the allegation constitutes a Material Adverse Event, and
(c) promptly deliver to the Administrative Agent a copy of any notice received
from any Tribunal alleging that any Company has any potential Environmental
Liability if the allegation constitutes a Material Adverse Event.

         8.11 Indemnification

                  (a) As used in this section: (i) "Indemnitor" means the
         Borrower and (pursuant to the Subsidiary Guaranty) each other
         Subsidiary Guarantor; (ii) "Indemnitee" means each Agent, each Lender,
         each present and future Affiliate of any Agent or any Lender, each
         present and future Representative of any Agent, any Lender, or any of
         those Affiliates, and each present and future successor and assign of
         Administrative Agent, any Lender, or any of those Affiliates or
         Representatives; and (iii) "Indemnified Liabilities" means all present
         and future, known and unknown, fixed and contingent, administrative,
         investigative, judicial, and other claims, demands, actions, causes of
         action, investigations, suits, proceedings, amounts paid in settlement,
         damages, judgments, penalties, court costs, liabilities, and
         obligations, and all present and future costs, expenses, and
         disbursements (including, without limitation, all reasonable attorneys'
         fees and expenses whether or not suit or other proceeding exists or any
         Indemnitee is party to any suit or other proceeding) in any way related
         to any of the foregoing, that may at any time be imposed on, incurred
         by, or asserted against any Indemnitee and in any way relating to or
         arising out of any (A) Loan Document, any transaction contemplated by
         any Loan Document, collateral, or real property, (B) Environmental
         Liability in any way related to any Company, predecessor, collateral,
         real property, or act, omission, status, ownership, or other
         relationship, condition, or circumstance contemplated by, created
         under, or arising pursuant to or in connection with any Loan Document,
         or (C) Indemnitee's sole or concurrent ordinary negligence.

                  (b) Each Indemnitor shall jointly and severally indemnify each
         Indemnitee from and against, protect and defend each Indemnitee from
         and against, hold each Indemnitee harmless from and against, and on
         demand pay or reimburse each Indemnitee for, all Indemnified
         Liabilities.


                                       40
<PAGE>   48


                  (c) The foregoing provisions (i) are not limited in amount
         even if that amount exceeds the Obligation, (ii) include, without
         limitation, reasonable fees and expenses of attorneys and other costs
         and expenses of Litigation or preparing for Litigation and damages or
         injury to Persons, property, or natural resources arising under any
         statutory or common Law, punitive damages, fines, and other penalties,
         and (iii) are not affected by the source or origin of any Hazardous
         Substance, and (iv) are not affected by any Indemnitee's investigation,
         actual or constructive knowledge, course of dealing, or waiver.

                  (d) Each Indemnitee is entitled to be indemnified under the
         Loan Documents for its own negligence. However, no Indemnitee is
         entitled to be indemnified under the Loan Documents for its own fraud,
         gross negligence, or wilful misconduct.

                  (e) The provisions of and indemnification and other
         undertakings under this section survive the foreclosure of any Lender
         Lien or any transfer in lieu of that foreclosure, the sale or other
         transfer of any collateral or real property to any Person, the
         satisfaction of the Obligation, the termination of the Loan Documents,
         and the release of any or all Lender Liens.

         8.12 Chief Executive Office; Material Agreements. The Borrower shall
not relocate its chief executive office (from the location listed in SCHEDULE
7.3) unless prior thereto it gives the Administrative Agent thirty (30) days
written notice of such proposed location. Each Company shall notify the
Administrative Agent of the occurrence of any default under any Material
Agreement. In addition, no Company will amend, modify, surrender, impair,
forfeit, cancel, or terminate, or permit the amendment, modification, surrender,
impairment, forfeiture, cancellation, or termination of, any Material Agreement
(other than amendments or modifications which could not, individually or
collectively, be a Material Adverse Event, and cancellations or terminations of
contracts when the other party thereto has defaulted thereunder).

         8.13 Environmental Laws. Each Company shall conduct its business so as
to comply with all applicable Environmental Laws and shall promptly take
corrective action to remedy any non-compliance with any Environmental Law,
except where failure to so comply or take such action would not reasonably be
expected to result in a Material Adverse Event. Each Company shall maintain a
system which, in its reasonable business judgment, will assure its continued
compliance with Environmental Laws.

         8.14 After-Acquired Subsidiaries. To the extent required to comply with
SECTIONS 5.1(a) OR (b), the Borrower shall, and shall cause each other Company
to:

                  (a) cause each After-Acquired Subsidiary that is a Domestic
Subsidiary (or a Subsidiary Guarantor that has converted from one organizational
type to another), to become a Subsidiary Guarantor pursuant to SECTION 15.10
promptly after the date of its Acquisition, formation or conversion; and

                   (b) with respect to each After-Acquired Subsidiary that is a
Foreign Subsidiary, deliver the Foreign Stock Pledge (together with the Security
Documents and other documents,


                                       41
<PAGE>   49


legal opinions, filings and notifications required by the Agents in their sole
discretion under SECTION 5.2) within sixty (60) days after the date of its
Acquisition.

                  Thirty (30) days after the Acquisition (or conversion) of such
Domestic Subsidiary, or concurrent with the delivery of any Foreign Stock
Pledge, the Administrative Agent shall be provided with: (x) a formation,
existence and good standing certificate from the applicable Tribunal
(customarily issuing such certificates) of the jurisdiction of organization of
such After-Acquired Subsidiary; and (y) an Officer's Certificate of such
After-Acquired Subsidiary certifying (i) its Constituent Documents, (ii)
resolutions of its board of directors (or similar governing body) approving and
authorizing the execution, delivery, and performance of the Loan Documents to be
executed by such After-Acquired Subsidiary, and (iii) signatures and incumbency
of its officers executing the Loan Documents to be executed by such
After-Acquired Subsidiary.

SECTION 9: NEGATIVE COVENANTS. Until the Obligation has been fully paid and
performed, the Borrower covenants and agrees with the Credit Parties that,
without first obtaining Administrative Agent's written notice of Required
Lenders' consent to the contrary:

         9.1 Debt. No Company may have any Debt except Permitted Debt.

         9.2 Loans, Advances, Acquisitions and Investments.

                  (a) Loans and Advances. No Company may, directly or
         indirectly, make any Advance to any other Person, other than:

                           (i) Advances between (x) the Borrower or any
                  Subsidiary Guarantor, and (y) Domestic Subsidiaries that are
                  Subsidiary Guarantors;

                           (ii) Advances between (x) the Borrower or any
                  Subsidiary Guarantor, and (y) any Foreign Subsidiary that is
                  either a Subsidiary Guarantor or the subject of a Foreign
                  Stock Pledge, PROVIDED THAT the Borrower or any Subsidiary
                  Guarantor may not make an Advance to any such Foreign
                  Subsidiary if, at the time of making such Advance, the amount
                  of aggregate unpaid Advances by the Borrower or any Subsidiary
                  Guarantor, to:

                                    (A)      any such Foreign Subsidiary exceeds
                                             fifteen percent (15%) of the
                                             Companies' Adjusted EBITDA (based
                                             on the twelve (12) calendar month
                                             period most recently then-ended
                                             (for which financial statements are
                                             available) prior to the date of
                                             determination), or

                                    (B)      all such Foreign Subsidiaries
                                             exceeds twenty-five percent (25%)
                                             of the Companies' Adjusted EBITDA
                                             (based on the twelve (12) calendar
                                             month period most recently
                                             then-ended (for which financial
                                             statements are available) prior to
                                             the date of determination);


                                       42
<PAGE>   50


                           (iii) Advances BETWEEN (x) the Borrower, any
                  Subsidiary Guarantor, or any Foreign Subsidiary the subject of
                  a Foreign Stock Pledge, and (y) any other Person, PROVIDED
                  THAT the Borrower, any such Subsidiary Guarantor, or any such
                  Foreign Subsidiary may not make an Advance to any such other
                  Person if, at the time of making such Advance, the amount of
                  aggregate unpaid Advances made by the Borrower, any such
                  Subsidiary Guarantor or any such Foreign Subsidiary, to:

                                    (A)      any such other Person exceeds seven
                                             and one-half percent (7.5%) of the
                                             Companies' Adjusted EBITDA (based
                                             on the twelve (12) calendar month
                                             period most recently then-ended
                                             (for which financial statements are
                                             available) prior to the date of
                                             determination), or

                                    (B)      all such other Persons exceeds
                                             fifteen percent (15%) of the
                                             Companies' Adjusted EBITDA (based
                                             on the twelve (12) calendar month
                                             period most recently then-ended
                                             (for which financial statements are
                                             available) prior to the date of
                                             determination);

                           (iv) in addition to other Advances permitted under
                  this SECTION 9.3(a)(i), (x) Advances between Non-Guaranteeing
                  Subsidiaries, and (y) Advances between Foreign Subsidiaries
                  which are not Subsidiary Guarantors, but which are the subject
                  of a Foreign Stock Pledge;

                  provided that, in the case of Advances by any Subsidiary that
                  is not a Subsidiary Guarantor to any other Company permitted
                  in this SECTION 9.3, the repayment Rights of such Subsidiary
                  making such Advance shall (at all times) be subject,
                  subordinate and inferior to the Rights of the Lenders under
                  the Loan Documents in accordance with a subordination
                  agreement in form and substance acceptable to Administrative
                  Agent;

                           (v) trade and customer accounts or notes receivable
                  which are for goods furnished or services rendered in the
                  ordinary course of business and are payable in accordance with
                  customary trade terms;

                           (vi) notes received by a Company as consideration
                  from an asset disposition permitted under SECTION 9.9;

                           (vii) Advances existing on the Closing Date and
                  identified on SCHEDULE 9.1, and renewals and extensions (but
                  no increases) thereof;

                           (viii) Advances by a Company with its own funds, to
                  another Company; provided that such Advance may not exceed, at
                  the time such Advance is made, an amount equal to the
                  difference between (i) the Companies' consolidated cash on
                  hand reflected in the balance sheet of the Borrower and its
                  consolidated


                                       43
<PAGE>   51


                  Subsidiaries at such time, minus (ii) the principal amount
                  then outstanding under the Existing Credit Agreement; and

                           (ix) Advances arising from Investments permitted
                  under SECTION 9.2(b)(xviii) and (xix).

                  (b) Acquisitions and Investments. No Company may, directly or
         indirectly, make any Acquisition, or any Investment (other than
         Advances which are permitted by SECTION 9.2(a) above) in any Person,
         other than: (i) marketable direct obligations issued or unconditionally
         guaranteed by the United States Government or issued by an agency
         thereof and backed by the full faith and credit of the United States of
         America; (ii) marketable direct obligations issued by any state of the
         United States of America or any political subdivision of any such state
         or any public instrumentality thereof and, at the time of acquisition,
         having an investment grade rating obtainable from either Moody's or
         S&P, and not listed in Credit Watch published by S&P; (iii) commercial
         paper, other than commercial paper issued by a Company, maturing no
         more than ninety (90) days after the date of creation thereof and, at
         the time of acquisition, having an investment grade rating from either
         S&P or Moody's; (iv) investment grade domestic and eurodollar
         certificates of deposit or time deposits or bankers' acceptances
         maturing within one year after the date of acquisition thereof issued
         by any commercial bank organized under the laws of the United States of
         America or any state thereof or the District of Columbia having
         combined capital and surplus of not less than $250,000,000; (v) the
         Borrower's repurchases of its common Stock permitted under SECTION 9.8;
         (vi) common Stock for which there is a public market; (vii) variable
         rate preferred stock, auction market preferred stock, remarketed
         preferred stock, and preferred stock funds having an investment grade
         rating from either Moody's or S & P; (viii) variable rate demand notes
         or variable rate demand bonds having an investment grade rating from
         either Moody's or S & P; (ix) repurchase agreements collateralized with
         instruments or securities described in CLAUSES (i) through (viii) of
         this SECTION 9.2(b); (x) other instruments having an investment grade
         rating from either Moody's or S & P; (xi) money market funds, mutual
         funds or other funds that invest in instruments or securities described
         in CLAUSES (i) through (x) of this SECTION 9.2(b); (xii) Investments in
         Subsidiary Guarantors; (xiii) Investments in Non-Guaranteeing
         Subsidiaries PROVIDED THAT neither the Borrower nor any Subsidiary
         Guarantor may make an Investment in a Non-Guaranteeing Subsidiary if,
         at the time of making such Investment, the amount of aggregate
         Investments made by the Borrower and the Subsidiary Guarantors in
         Non-Guaranteeing Subsidiaries exceeds (A) with respect to any
         individual Non-Guaranteeing Subsidiary, seven and one-half percent
         (7.5%) of the Companies' Adjusted EBITDA, or (B) with respect to the
         aggregate of all such Non-Guaranteeing Subsidiaries, fifteen percent
         (15%) of the Companies' Adjusted EBITDA, in each period the calculation
         of the Companies' Adjusted EBITDA under SUBPARAGRAPHS (A) and (B)
         immediately preceding to be based on the twelve (12) calendar months
         most recently then-ended (for which financial statements are available)
         prior to the date of determination; (xiv) Permitted Acquisitions; (xv)
         Investments in Subsidiaries formed after the Closing Date provided that
         each such Subsidiary complies with Section 8.14; (xvi) (A) in addition
         to Permitted Acquisitions, Stock acquired by any Company in any other
         Person, and/or (B) Investments in any Foreign Subsidiary subject to a
         Foreign Stock Pledge; PROVIDED THAT at the time such Stock is acquired,
         or such


                                       44
<PAGE>   52


         Investment is made, the sum of (W) the aggregate consideration paid
         (including cash and Stock of a Company) for such Stock or the aggregate
         Investment made in such Foreign Subsidiary, plus (X) the aggregate of
         such consideration paid for all such Stock since May 12, 2000, plus (Y)
         the aggregate of all such Investments (excluding Investments otherwise
         permitted in this SECTION 9.2(b)) made in Foreign Subsidiaries subject
         to Foreign Stock Pledges since May 12, 2000, does not exceed (Z) 20% of
         Total Net Worth (calculated on a pro forma basis including such Stock
         which is the subject of the acquisition or including such Investments
         being made in such Foreign Subsidiaries); (xvii) any Investment made as
         a result of the receipt of non-cash consideration from a sale of assets
         that was made in compliance with this Agreement; (xviii) Investments in
         securities of trade creditors, wholesalers, suppliers, or customers
         received pursuant to any plan of reorganization or similar arrangement;
         and (xix) Investments received in settlement of trade accounts
         receivables created in the ordinary course of business and owing to any
         Company or in satisfaction of judgments or claims.

         9.3 Liens. No Company may (a) create, incur, or suffer or permit to be
created or incurred or to exist any Lien upon any of its assets except Permitted
Liens or (b) enter into or permit to exist any arrangement or agreement that
directly or indirectly prohibits any Company from creating or incurring any Lien
on any of its assets except (i) the Loan Documents, (ii) any lease that places a
Lien prohibition on only the property subject to that lease, (iii) arrangements
and agreements that apply only to property subject to Permitted Liens, (iv)
Senior Debt which is Permitted Debt and (v) Debt permitted under CLAUSE (h) of
the definition of Permitted Debt (which arrangement or agreement shall permit
all Senior Debt (including, without limitation, the Term Loans and any
refinancing thereof or increase thereto) to be secured by Liens).

         9.4 Employee Plans. Except as disclosed on SCHEDULE 7.11 or where not a
Material Adverse Event, no Company may permit any of the events or circumstances
described in SECTION 7.11 to exist or occur.

         9.5 Transactions with Affiliates. Except for executive compensation
arrangements of the Borrower, and as disclosed on SCHEDULE 7.14, no Company may,
directly or indirectly, enter into any material transaction (including, without
limitation, the sale or exchange of property or the rendering of service) with
any of its Affiliates (who are not Companies), other than transactions in the
ordinary course of business and upon fair and reasonable terms no less favorable
than could be obtained in an arm's-length transaction with a Person that was not
its Affiliate. For purposes of this SECTION 9.5, such transactions are
"material" if they require any Company to pay over the course of such
transactions more than $5,000,000 with respect to any individual transaction.

         9.6 Compliance with Laws and Documents. No Company may (a) violate the
provisions of any Laws (including, without limitation, OSHA and Environmental
Laws) applicable to it or of any material agreement to which it is a party if
that violation alone, or when aggregated with all other violations, would be a
Material Adverse Event, (b) violate in any material respect any provision of its
charter or bylaws, or (c) repeal, replace, or amend any provision of its charter
or bylaws if that action would be a Material Adverse Event.


                                       45
<PAGE>   53


         9.7 Issuance of Securities. Except as permitted under Section 9.9, the
Borrower may not, nor may the Borrower permit any Subsidiary to, directly or
indirectly, issue, sell, or otherwise dispose of any shares of Stock of any
Subsidiary of any class, or any securities convertible into or exchangeable for
any such shares except (i) issuances, sales and other dispositions of Stock of a
Subsidiary, provided that after giving effect to such issuance, sale or other
disposition, such Subsidiary will continue to be a Subsidiary of the Borrower,
(ii) as otherwise permitted under SECTION 9.9, or (iii) Stock under existing
employee stock option plans of the Borrower.

         9.8 Distributions. No Company may declare, make, or pay any
Distribution except that: (a) the Borrower may declare or pay any dividend on or
with respect to any of its Stock during any fiscal year, (i) if no Default has
occurred prior to such declaration or payment, (ii) such dividend is payable in
the form of capital stock of the Borrower, and (iii) if such dividend is payable
in cash, such payment or dividend when aggregated with all other payments and
dividends made during such fiscal year would not exceed an amount equal to 50%
of the Borrower's net income for the preceding fiscal year; (b) the Borrower may
purchase, or declare its intent to purchase, its common Stock if (i) no Default
or Potential Default has occurred prior to such purchase or declaration, and
(ii) the aggregate amount of all such purchases since May 12, 2000 never exceeds
$100,000,000; and (c) Subsidiaries may declare dividends (subject to applicable
Law) to the Borrower or another Subsidiary from time to time, or make Advances
in compliance with SECTION 9.2.

         9.9 Disposition of Assets. No Company may, directly or indirectly,
sell, lease, or otherwise dispose of all or any substantial or material assets,
other than (a) sales of inventory in the ordinary course of business, (b) sales
of equipment for a fair and adequate consideration, provided that if any such
equipment is sold, and a replacement is necessary for the proper operation of
the business of such Company, such Company will replace such equipment, (c) the
sale, assignment, transfer or other disposition of percentage interests in the
Receivables Program Assets pursuant to any Accounts Receivables Financing
approved in an advance by the Agents (in their sole discretion, not unreasonably
withheld), so long as the aggregate Accounts Receivable Financing Amount payable
from the Receivables Program Assets to the purchasers under all such Accounts
Receivables Financings does not exceed $125,000,000, (d) other dispositions of
assets (including, but not limited to, sales or dispositions of Subsidiary
Stock) which do not exceed, in the aggregate for all such dispositions during
each fiscal year, ten percent (10%) of the Borrower's Net Worth for the
immediately preceding fiscal year plus ten percent (10%) of the amount of equity
issuances since the end of the prior fiscal year, (e) a Permitted IPO, and (f)
issuances, sales and other dispositions of Stock of a Subsidiary permitted under
SECTION 9.7.

         9.10 Mergers, Consolidations, and Dissolutions. No Company may
liquidate, wind up, dissolve, merge or consolidate with any other Person except:
(i) as may be permitted under SECTION 9.7 or 9.9, (ii) any merger or
consolidation of a Subsidiary into another Subsidiary or into the Borrower,
(iii) any liquidation, dissolution or conversion of a Subsidiary, or (iv) a
Permitted Acquisition structured as a merger with Borrower, provided the
Borrower is the surviving entity (after giving effect to the merger).

         9.11 Assignment. No Company may assign or transfer any of its Rights,
duties, or obligations under any of the Loan Documents.


                                       46
<PAGE>   54


         9.12 Fiscal Year and Accounting Methods. No Company may change its
fiscal year more than once during the term of this Agreement (except that a
Subsidiary may change its fiscal year at any time to match the Borrower's fiscal
year), and then only after giving written notice of its intent to make such
change to the Administrative Agent. No Company shall change its method of
accounting (other than changes with which the Company's auditors have concurred,
or immaterial changes in methods).

         9.13 New Businesses. No Company may, directly or indirectly, engage in
any business which is substantially different from the businesses in which the
Companies are presently engaged, and the Companies shall continue to conduct the
businesses in which they are presently engaged in substantially the same fashion
(including, without limitation, contracts for compute cycles), other than the
engagement of a Company in a new business (through an Acquisition of an existing
business permitted under the terms of this Agreement or the formation of a de
novo business permitted under the terms of this Agreement) which does not
require: (a) any individual expenditure or investment by the Companies in excess
of an amount equal to 7.5% of the consolidated assets of the Companies
immediately prior thereto and which does not involve a business which in the
immediately preceding twelve (12) calendar months had gross revenues in excess
of an amount equal to 20% of the consolidated gross revenues of the Companies
during such period; or (b) an aggregate expenditure or investment by the
Companies in excess of an amount equal to (i) 10% of the consolidated assets of
the Companies, or (ii) 30% of gross revenues of the Companies based on the
twelve (12) calendar months most recently then-ended; for purposes of this
SECTION 9.14, consolidated assets and gross revenues shall be determined as of
the most recent quarterly Financials delivered under SECTION 8.1 prior to such
expenditure or investment.

         9.14 Government Regulations. No Company may conduct its business in
such a way that it will become (a) subject to regulation under the Public
Utility Holding Company Act of 1935, the Federal Power Act, the Investment
Company Act of 1940, the Interstate Commerce Act (as any of the preceding acts
have been amended), or any other Law (other than Regulation X of the Board of
Governors of the Federal Reserve System) which regulates the incurrence of Debt,
or (b) a "utility" as defined in Chapter 35 of the Texas Business and Commerce
Code, as amended.

         9.15 Strict Compliance. No Company may indirectly do anything that it
may not directly do under any covenant in any Loan Document.

         9.16 Prepayments of Subordinated Notes. The Borrower may not prepay or
cause to be prepaid any principal of, or any interest on, any of the
Subordinated Notes except:

                  (a) exchanges of Subordinated Notes for other Subordinated
         Notes;

                  (b) conversions of Debt under the Subordinated Notes to equity
         of the Borrower that is not mandatorily redeemable;

                  (c) cash redemptions of Subordinated Notes the aggregate
         amount of which never exceeds $3,000,000; and


                                       47
<PAGE>   55


                  (d) with respect to the Borrower's outstanding 4% Convertible
         Subordinated Notes due March 15, 2005 (the "4% Notes"), and
         notwithstanding anything to the contrary in this Agreement, the
         Borrower may elect to induce the conversion of such 4% Notes by either
         (i) increasing the amount of Stock issuable upon conversion of such 4%
         Notes by adjusting the Conversion Price (as defined in the related
         Indenture dated as of March 20, 1998 (such Indenture, as in effect on
         the date hereof, the "4% Indenture")), or (ii) issuing a notice of
         redemption under the 4% Indenture (and repurchasing any such 4% Notes
         which are not converted prior to the date of redemption), so long as,
         as of the date of issuance of such notice of redemption, (a) the
         average closing price of the Borrower's common stock on the New York
         Stock Exchange for the immediately preceding thirty (30) days is at
         least equal to 125% of the amount which is equal to (x) 1,000 divided
         by (y) the then applicable "Conversion Rate" (as defined in the 4%
         Indenture), (b) the closing price of the Borrower's common stock on the
         New York Stock Exchange on the business day immediately preceding the
         date of issuance of such notice of redemption is at least equal to 125%
         of the amount which is equal to (x) 1,000 divided by (y) the then
         applicable Conversion Rate and (c) either (x) the sum of (I) the
         Companies' consolidated cash on hand reflected in the balance sheet of
         the Borrower and its consolidated Subsidiaries as of such date plus
         (II) the amount available to be borrowed under the Revolving Facility
         as of such date is at least equal to the aggregate "Redemption Price"
         (and the Borrower shall maintain a sufficient amount of such liquidity
         during the period up to and including the redemption date to finance
         its reasonably anticipated liability in respect of such Redemption
         Price on such redemption date) (as defined in the 4% Indenture) for all
         such 4% Notes as of such date, or (y) the Borrower shall have arranged
         financing to pay the Redemption Price on terms and conditions
         satisfactory to the Administrative Agent.

         9.17 Changes Relating to Subordinated Notes. The Borrower may not agree
to any change or amendment to the terms of the Subordinated Notes (or any
indenture or agreement in connection therewith) if the effect of such change or
amendment is to: (a) increase the interest rate on the Subordinated Notes; (b)
change the dates upon which payments of principal or interest are due on the
Subordinated Notes other than to extend such dates; (c) change any default or
event of default or covenant other than to delete or make less restrictive any
default or covenant provision therein, or add any covenant with respect to the
Subordinated Notes; (d) change the redemption or prepayment provisions of such
the Subordinated Notes other than to extend the dates therefor or to reduce the
premiums payable in connection therewith; (e) grant any security, collateral or
guaranty to secure payment of the Subordinated Notes; or (f) change or amend any
other term if such change or amendment would materially increase the obligations
of the obligor or confer additional material rights to the holder of the
Subordinated Notes in a manner adverse to the Borrower, the Administrative
Agent, or any Lender.

SECTION 10: FINANCIAL COVENANTS. Until the Obligation has been fully paid and
performed, the Borrower covenants and agrees with the Administrative Agent and
the Lenders that, without first obtaining the Administrative Agent's written
notice of the Required Lenders' consent to the contrary, it may not directly or
indirectly permit:

         10.1 Net Worth. The Companies' Net Worth, determined as of the last day
of each fiscal quarter of the Borrower, to be less than the sum of (a)
$500,000,000, plus (b) 75% of the


                                       48
<PAGE>   56


Companies' cumulative net income (without deduction for losses) commencing with
the fiscal quarter ending immediately after May 12, 2000, plus (c) fifty percent
(50%) of the gross proceeds of any Subject Securities Issuance (including
changes in Net Worth due to any conversion of Debt permitted under CLAUSE (h) of
the definition of Permitted Debt to Stock of the Borrower but excluding gross
proceeds from the exercise of Rights under existing employee stock option plans
of the Borrower) occurring following May 12, 2000, plus (d) the net proceeds of
any Permitted IPO occurring after May 12, 2000 and in compliance with SECTION
9.7(b).

         10.2 Funded Debt/Adjusted EBITDA Ratio. The Funded Debt/Adjusted EBITDA
Ratio to ever be more than the ratios set forth below for the periods indicated:


<Table>
<Caption>
                       AT THE END OF ANY FISCAL QUARTER ENDING DURING THE         FUNDED DEBT/ ADJUSTED
                                     FOLLOWING TIME PERIODS                           EBITDA RATIO
                    ---------------------------------------------------------- ----------------------------
<S>                                                                            <C>
                    Commencing on the Closing Date and ending on the first             3.50 to 1.00
                    to occur of: (i) March 31, 2002; or (ii) any Subject
                    Securities Issuance on any public market resulting in
                    net cash proceeds to the Borrower of at least
                    $250,000,000
                    ---------------------------------------------------------- ----------------------------
                                       At all other times                             3.00 to 1.00
                    ---------------------------------------------------------- ----------------------------
</Table>


         10.3 Fixed-Charge Coverage. The Fixed-Charge Coverage Ratio for the
most recently completed four fiscal quarters of the Borrower as of the last day
of each fiscal quarter of the Borrower to ever be less than 1.25 to 1.00.

SECTION 11: DEFAULT. The term "DEFAULT" means the occurrence of any one or more
of the following:

         11.1 Payment of Obligation. The failure or refusal of any Obligor to
pay any portion of the Obligation, as the same becomes due in accordance with
the terms of the Loan Documents.

         11.2 Covenants. Any Company's failure or refusal to punctually and
properly perform, observe, and comply with any covenant (other than covenants to
pay the Obligation), agreement or condition applicable to it contained in any of
the Loan Documents:

                  (a) In SECTIONS 8.1 through 8.4, 8.7, 8.8, 8.10 through 8.14,
         9.2(b), 9.5, 9.7 through 9.12, and 9.14 through 9.17; or

                  (b) In SECTIONS 10.1, 10.2, OR 10.3, and that failure or
         refusal continues for twenty (20) Business Days after any Company has
         knowledge thereof (or for a period of twenty (20) days after knowledge
         of such failure or refusal would normally have come to the attention of
         the chief financial officer of such Company in the ordinary course of
         business); or


                                       49
<PAGE>   57


                  (c) In SECTIONS 5.1, 8.5, 8.6, 8.9, 9.2(a), 9.3, 9.4, 9.6,
         9.13, or, if such Debt has been assumed in connection with an
         Acquisition, SECTION 9.1, and that failure or refusal continues for
         thirty (30) days after any Company has knowledge thereof (or for a
         period of thirty (30) days after knowledge of such failure or refusal
         would normally have come to the attention of the chief financial
         officer of such Company in the ordinary course of business); or

                  (d) Any other covenant, agreement or condition other than
         covenants listed in CLAUSES (a) - (c) preceding, and such failure or
         refusal continues for a period of ten (10) days after any Company has
         knowledge thereof (or for a period of ten (10) days after knowledge of
         such failure or refusal would normally have come to the attention of
         the chief financial officer of such Company in the ordinary course of
         business).

         11.3 Debtor Relief. The Borrower or any other Company (other than those
Companies disclosed on SCHEDULE 7.7) shall not be Solvent, or any Company (a)
fails to pay its Debts generally as they become due, (b) voluntarily seeks,
consents to, or acquiesces in the benefit of any Debtor Laws, or (c) becomes a
party to or is made the subject of any proceeding provided for by any Debtor
Laws, other than as a creditor or claimant, that could suspend or otherwise
adversely affect the Rights of any Credit Party granted in the Loan Documents
(unless, in the event such proceeding is involuntary, the petition instituting
same is dismissed within sixty (60) days after its filing).

         11.4 Attachment. The failure of any Company to have discharged within
thirty (30) days after commencement any attachment, sequestration, or similar
proceeding against any asset which is material to the Companies as a
consolidated entity.

         11.5 Payment of Judgments. Any Company fails to pay any final,
non-appealable judgment or order for the payment of money in excess of
$20,000,000 rendered against it or any of its assets and enforcement proceedings
shall have been commenced by any creditor upon any such judgment or order and
remain unstayed. Notwithstanding the foregoing sentence, it shall not be a
Default if the validity or amount of such judgment or order is being contested
in good faith by lawful proceedings diligently conducted and a reserve or other
provision required by GAAP has been made.

         11.6 Government Action. Where it is a Material Adverse Event, from and
after the Closing Date and individually or collectively for all of the
Companies, (a) a final non-appealable order is issued by any Tribunal
(including, but not limited to, the United States Justice Department) seeking to
cause any Company to divest a significant portion of its assets under any
antitrust, restraint of trade, unfair competition, industry regulation, or
similar Laws, or (b) any Tribunal condemning, seizing, or otherwise
appropriating, or taking custody or control of all or any substantial portion of
the assets of the Companies, as a consolidated entity.

         11.7 Misrepresentation. Any material representation or warranty made by
any Company in any Loan Document at any time proves to have been materially
incorrect when made.


                                       50
<PAGE>   58


         11.8 Ownership of Companies. Except as may be otherwise provided in
this Agreement:

                  (a) One or more Companies fail to own, beneficially and of
         record, with power to vote, 100% of the issued and outstanding shares
         of Voting Stock (or similar voting interests) of the Wholly-Owned
         Subsidiaries.

                  (b) For the Borrower's Subsidiaries that are not Wholly-Owned
         Subsidiaries, (i) one or more Companies fail to own, beneficially and
         of record, with power to vote, more than 50% (or at least the
         percentage reflected on SCHEDULE 7.3) of the issued and outstanding
         Voting Stock (or similar voting interests) of such Subsidiaries
         sufficient to constitute control of such Subsidiary, or (ii) such
         Subsidiaries incur Debt to any Person other than Permitted Debt.

         11.9 Change of Control of the Borrower. The individuals who, as of the
date of this Agreement, constitute the members of the Borrower's board of
directors (for purposes of this SECTION 11.9, the "INCUMBENT BOARD") do not
constitute or cease for any reason to constitute at least 66 2/3% of:

                  (a) The Borrower's board of directors; or

                  (b) The surviving corporation's board of directors in the
         event of any merger or consolidation (if permitted by SECTION 9.2(b))
         involving the Borrower; or

                  (c) The controlling entity's board of directors, the
         comparable body if there is no board of directors, or voting control if
         there is no comparable body, in the event that the surviving
         corporation under CLAUSE (b) above is directly or indirectly controlled
         by that entity.

         For purposes of this SECTION 11.9, any individual who becomes a member
of the board of directors or comparable body or who obtains a voting interest,
as applicable under CLAUSES (a), (b), or (c) above, after the date of this
Agreement and whose appointment to the board, or nomination for election, was
(i) approved or ratified by a vote of the individuals comprising at least 50% of
the then incumbent board, or (ii) who was appointed by the chairman of the
board, shall thereafter be deemed to be a member of the incumbent board.

         11.10 Other Funded Debt. In respect of any Debt (other than the
Obligation, Debt arising under the Existing Credit Agreement and Debt arising
under the Subordinated Notes) individually or collectively of at least
$10,000,000 (a) any default or other event or condition occurs or exists (other
than a mandatory prepayment as a result of disposition of assets if permitted by
the Loan Documents) beyond the applicable grace or cure period (and solely with
respect to the Debt set forth in ITEMS 2 and 4 of SCHEDULE 9.1, such default or
other event or condition continues for twenty (20) Business Days beyond such
grace or cure period) the effect of which is to cause or to permit any holder of
that Funded Debt to cause, whether or not it elects to cause, any of that Funded
Debt to become due before its stated maturity or regularly scheduled payment
dates, or (b) any of that Debt is declared to be due and payable or required to
be prepaid by any Company before its stated maturity (and solely with respect to
the Debt set forth in ITEMS 2 and 4 of SCHEDULE 9.1, such prepayment is not made
by the Borrower within twenty (20)


                                       51
<PAGE>   59


Business Days after such guaranty is called). Notwithstanding the foregoing
sentence, it shall not be a Default if (y) either (i) the validity or amount of
such accelerated Debt is being contested in good faith by lawful proceedings
diligently conducted, or (ii) a nonappealable judgment has been entered against
any Company with respect to such Debt, and such judgment is satisfied within
ninety (90) days after it is entered, and (z) a reserve or other provision
required by GAAP has been made.

         11.11 SEC Reporting Requirements. The Borrower fails to comply with any
applicable reporting requirements of the 1934 Act, for which the failure to
report would constitute a Material Adverse Event.

         11.12 Validity and Enforceability. Once executed, this Agreement
(including, but not limited to, the Subsidiary Guaranty), any Note, the
Intercreditor Agreement, or any Security Document ceases to be in full force and
effect in any material respect or is declared to be null and void or its
validity or enforceability is contested in writing by any Company party to it or
any Company party to it denies in writing that it has any further liability or
obligations under it except in accordance with that document's express
provisions or as the appropriate parties under SECTION 14.8 below may otherwise
agree in writing.

         11.13 Material Agreements. The occurrence of a default under any other
Material Agreement (other than any Material Agreement described in SECTION
11.15) which results in the acceleration of payment of any amounts payable by
any Company in excess of $10,000,000. Notwithstanding the foregoing sentence, it
shall not be a default if (y) either (i) the validity or amount of such
accelerated payment is being contested in good faith by lawful proceedings
diligently conducted, or (ii) a nonappealable judgment has been entered against
any Company with respect to Material Agreement Debt, and such judgment is
satisfied within ninety (90) days after it is entered, and (z) a reserve or
other provision required by GAAP has been made.

         11.14 Material Adverse Event. The occurrence of any Material Adverse
Event, and the situation giving rise thereto is not corrected to the
satisfaction of the Administrative Agent and the Lenders within twenty (20) days
after notice thereof from the Administrative Agent to the Borrower.

         11.15 Existing Credit Agreement Documents and Subordinated Notes. With
respect to the Existing Credit Agreement Documents or Subordinated Notes: (i)
the occurrence of a default or event of default beyond any applicable grace or
notice and cure periods, (ii) any payment or prepayment shall become past due
beyond any applicable grace or notice and cure periods under any agreement,
document, or instrument executed or delivered in connection therewith or
evidencing same, or (iii) the maturity of any of such Debt is accelerated or
declared to be due and payable or required to be prepaid (other than regularly
scheduled mandatory prepayments).

         11.16 Employee Benefit Plans. If any of the following constitute a
Material Adverse Event:

                  (a) a "Reportable Event" or "Reportable Events," or a failure
         to make a required installment or other payment (within the meaning of
         Section 412(n)(1)


                                       52
<PAGE>   60


         of the Code), shall have occurred with respect to any Employee Plan or
         Plans that is expected to result in liability of the Borrower to the
         PBGC or to an Employee Plan; or

                  (b) the Borrower or any ERISA Affiliate has provided to any
         affected party a sixty (60) day notice of intent to terminate an
         Employee Plan pursuant to a distress termination in accordance with
         Section 4041(c) of ERISA if the liability expected to be incurred as a
         result of such termination will exceed $1,000,000.00; or

                  (c) a trustee shall be appointed by a United States district
         court to administer any such Employee Plan; or

                  (d) the PBGC shall institute proceedings (including giving
         notice of intent thereof) to terminate any such Employee Plan; or

                  (e) (i) the Borrower or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that it has incurred
         withdrawal liability (within the meaning of section 4201 of ERISA) to
         such Multiemployer Plan, (ii) the Borrower or such ERISA Affiliate does
         not have reasonable grounds for contesting such withdrawal liability or
         is not contesting such withdrawal liability in a timely and appropriate
         manner and (iii) the amount of such withdrawal liability specified in
         such notice, when aggregated with all other amounts required to be paid
         to Multiemployer Plans in connection with withdrawal liabilities
         (determined as of the date or dates of such notification), exceeds
         $1,000,000.00; or

                  (f) the Borrower or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that such Multiemployer
         Plan is in reorganization or is being terminated, within the meaning of
         Title IV of ERISA, if solely as a result of such reorganization or
         termination the aggregate annual contributions of the Borrower and its
         ERISA Affiliates to all Multiemployer Plans that are then in
         reorganization or have been or are being terminated have been or will
         be increased over the amounts required to be contributed to such
         Multiemployer Plans for their most recently completed plan years by an
         amount exceeding $1,000,000.00.

SECTION 12: RIGHTS AND REMEDIES.

         12.1 Remedies Upon Default.

                  (a) Debtor Relief. If a Default exists under SECTION 11.3, the
         commitment to extend credit under this Agreement automatically
         terminates, and the entire unpaid balance of the Obligation
         automatically becomes due and payable without any action of any kind
         whatsoever.

                  (b) Other Defaults. If any Default exists, subject to the
         terms of SECTION 13.5(b), the Administrative Agent may (with the
         consent of, and must, upon the request of, the Required Lenders), do
         any one or more of the following: (i) if the maturity of the Obligation
         has not already been accelerated under SECTION 12.1(a), declare the
         entire unpaid balance of all or any part of the Obligation immediately
         due and payable, whereupon it is due and payable; (ii) terminate the
         commitments of Lenders to


                                       53
<PAGE>   61


         extend credit under this Agreement; (iii) reduce any claim to judgment;
         and (iv) exercise any and all other legal or equitable Rights afforded
         by the Loan Documents, by applicable Laws, or in equity.

                  (c) Offset. If a Default exists, to the extent permitted by
         applicable Law, each Lender may exercise the Rights of offset and
         banker's lien against each and every account (excluding Settlement
         Aggregation Accounts) and other property, or any interest therein,
         which any Company may now or hereafter have with, or which is now or
         hereafter in the possession of, that Lender to the extent of the full
         amount of the Obligation owed to that Lender.

         12.2 Company Waivers. To the extent permitted by Law, each Obligor
waives presentment and demand for payment, protest, notice of intention to
accelerate, notice of acceleration, and notice of protest and nonpayment, and
agrees that its liability with respect to all or any part of the Obligation is
not affected by any renewal or extension in the time of payment of all or any
part of the Obligation, by any indulgence, or by any release or change in any
security for the payment of all or any part of the Obligation.

         12.3 Performance by the Administrative Agent. If any Company's
covenant, duty, or agreement is not performed in accordance with the terms of
the Loan Documents, Administrative Agent may, while a Default exists, at its
option (but subject to the approval of the Required Lenders), perform or attempt
to perform that covenant, duty, or agreement on behalf of that Company (and any
amount expended by the Administrative Agent in its performance or attempted
performance is payable by the Obligors, jointly and severally, to the
Administrative Agent on demand, becomes part of the Obligation, and bears
interest at the Default Rate from the date of the Administrative Agent's
expenditure until paid). However, the Administrative Agent does not assume and
shall never have, except by its express written consent, any liability or
responsibility for the performance of any Company's covenants, duties, or
agreements.

         12.4 Not in Control. Nothing in any Loan Documents gives or may be
deemed to give to any Credit Party the Right to exercise control over any
Company's Real Property, other assets, affairs, or management or to preclude or
interfere with any Company's compliance with any Law or require any act or
omission by any Company that may be harmful to Persons or property. Any
"Material Adverse Event" or other materiality or substantiality qualifier of any
representation, warranty, covenant, agreement, or other provision of any Loan
Document is included for credit documentation purposes only and does not imply
or be deemed to mean that any Credit Party acquiesces in any non-compliance by
any Company with any Law, document, or otherwise or does not expect the
Companies to promptly, diligently, and continuously carry out all appropriate
removal, remediation, compliance, closure, or other activities required or
appropriate in accordance with all Environmental Laws. The Credit Parties'
powers are limited to the Rights provided in the Loan Documents. All of those
Rights exist solely, and may be exercised in any manner calculated by the
Administrative Agent or the Lenders in their respective good faith business
judgment, to preserve and protect collateral, Lender Liens and to assure payment
and performance of the Obligation.

         12.5 Course of Dealing. The acceptance by any Credit Party of any
partial payment on Obligation is not a waiver of any Default then existing. No
waiver by the Administrative Agent,


                                       54
<PAGE>   62


Required Lenders, or any other Credit Party of any Default is a waiver of any
other then-existing or subsequent Default. No delay or omission by the
Administrative Agent, the Required Lenders, or any other Credit Party in
exercising any Right under the Loan Documents impairs that Right or is a waiver
thereof or any acquiescence therein, nor will any single or partial exercise of
any Right preclude other or further exercise thereof or the exercise of any
other Right under the Loan Documents or otherwise.

         12.6 Cumulative Rights. All Rights available to any Credit Party under
the Loan Documents are cumulative of and in addition to all other Rights granted
to any Credit Party at law or in equity, whether or not the Obligation is due
and payable and whether or not any Credit Party has instituted any suit for
collection, foreclosure, or other action in connection with the Loan Documents.

         12.7 Application of Proceeds. Any and all proceeds ever received by any
Credit Party from the exercise of any Rights pertaining to the Obligation shall
be applied to the Obligation according to SECTION 3, except to the extent
otherwise provided in the Intercreditor Agreement.

         12.8 Certain Proceedings. The Borrower shall promptly execute and
deliver, or cause the execution and delivery of, all applications, certificates,
instruments, registration statements, and all other documents and papers
reasonably requested by any Credit Party in connection with the obtaining of any
consent, approval, registration (other than securities Law registrations),
qualification, permit, license, or authorization of any Tribunal or other Person
necessary or appropriate for the effective exercise of any Rights under the Loan
Documents. Because the Borrower agrees that any Credit Party's remedies at Law
for failure of the Borrower to comply with the provisions of this section would
be inadequate and that failure would not be adequately compensable in damages,
the Borrower agrees that the covenants of this section may be specifically
enforced.

         12.9 Expenditures by Lenders. Any sums spent by any Credit Party in the
exercise of any Right under any Loan Document is payable by the Companies to the
Administrative Agent within five (5) Business Days after demand, becomes part of
the Obligation, and bears interest at the Default Rate from the date spent until
the date repaid.

         12.10 Diminution in Value of Collateral. Neither the Administrative
Agent nor any Lender has any liability or responsibility whatsoever for any
diminution in or loss of value of any collateral now or in the future securing
payment or performance of any of the Obligation (other than diminution in or
loss of value caused by their or its own gross negligence or willful
misconduct).

         12.11 Expenses; Indemnification.

                  (a) The Borrower agrees to pay on demand all costs and
         expenses of Administrative Agent and the Arranger in connection with
         the syndication, preparation, execution, delivery, administration,
         modification, and amendment of this Agreement, the other Loan
         Documents, and the other documents to be delivered hereunder,
         including, without limitation, the reasonable fees and expenses of
         counsel for the Administrative Agent and the Arranger (including the
         cost of internal counsel) with respect thereto and


                                       55
<PAGE>   63


         with respect to advising Administrative Agent as to its Rights and
         responsibilities under the Loan Documents. The Borrower further agrees
         to pay on demand all costs and expenses of the Credit Parties, if any
         (including, without limitation, reasonable attorneys' fees and expenses
         and the cost of internal counsel), in connection with the enforcement
         (whether through negotiations, legal proceedings, or otherwise) of the
         Loan Documents and the other documents to be delivered hereunder.

                  (b) The Borrower agrees to indemnify and hold harmless the
         Credit Parties and each of their respective Affiliates and their
         respective officers, directors, employees, agents, and advisors (each,
         an "INDEMNIFIED PARTY") from and against any and all claims, damages,
         losses, liabilities, costs, and expenses (including, without
         limitation, reasonable attorneys' fees) that may be incurred by or
         asserted or awarded against any Indemnified Party, in each case arising
         out of or in connection with or by reason of (including, without
         limitation, in connection with any investigation, litigation, or
         proceeding or preparation of defense in connection therewith) the Loan
         Documents, any of the transactions contemplated herein or the actual or
         proposed use of the proceeds of the Obligation (INCLUDING ANY OF THE
         FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY), except
         to the extent such claim, damage, loss, liability, cost, or expense is
         found in a final, non-appealable judgment by a court of competent
         jurisdiction to have resulted from such Indemnified Party's gross
         negligence or willful misconduct. In the case of an investigation,
         litigation, or other proceeding to which the indemnity in this SECTION
         12.11 applies, such indemnity shall be effective whether or not such
         investigation, litigation, or proceeding is brought by any Company, its
         directors, shareholders, or creditors or an Indemnified Party or any
         other Person or any Indemnified Party is otherwise a party thereto and
         whether or not the transactions contemplated hereby are consummated.
         The Borrower agrees not to assert any claim against the Credit Parties
         or any of their respective Affiliates or any of their respective
         directors, officers, employees, attorneys, agents, and advisers, on any
         theory of liability, for special, indirect, consequential, or punitive
         damages arising out of or otherwise relating to the Loan Documents, any
         of the transactions contemplated herein or the actual or proposed use
         of the proceeds of any Borrowing.

                  (c) No Credit Party or any Affiliate, officer, director,
         employee, attorney, or agent of any Credit Party shall be liable for
         any error of judgment or act done in good faith, or be otherwise liable
         or responsible under any circumstances whatsoever (INCLUDING SUCH
         PERSON'S NEGLIGENCE), except for such Person's gross negligence or
         willful misconduct. No Credit Party or any Affiliate, officer,
         director, employee, attorney, or agent of any Credit Party shall have
         any liability with respect to, and each Company hereby waives,
         releases, and agrees not to sue any of them upon, any claim for any
         special, indirect, incidental, or consequential damage suffered or
         incurred by any Company or any of its Affiliates in connection with,
         arising out of, or in any way related to this Agreement or any of the
         other Loan Documents, or any of the transactions contemplated by this
         Agreement or any of the other Loan Documents. Each Company hereby
         waives, releases, and agrees not to sue any Credit Party or any
         Affiliate, officer, director, employee, attorney, or agent of any
         Credit Party for exemplary or punitive damages in respect of any claim
         in connection with, arising out of, or in any way related

                                       56
<PAGE>   64
         to this Agreement or any of the other Loan Documents, or any of the
         transactions contemplated by this Agreement or any of the other Loan
         Documents.

                  (d) Without prejudice to the survival of any other agreement
         of the Borrower hereunder, the agreements and obligations of the
         Borrower contained in this SECTION 12.11 shall survive the payment in
         full of the Obligation and all other amounts payable under this
         Agreement.

SECTION 13: THE ADMINISTRATIVE AGENT AND LENDERS.

         13.1 Administrative Agent.

                  (a) Appointment. Each Lender appoints the Administrative Agent
         (including, without limitation, each successor to the Administrative
         Agent in accordance with this SECTION 13) as its nominee and agent to
         act in its name and on its behalf (and the Administrative Agent and
         each such successor accepts that appointment): (i) to act as its
         nominee and on its behalf in and under all Loan Documents; (ii) to
         arrange the means whereby its funds are to be made available to the
         Borrower under the Loan Documents; (iii) to take any action that it
         properly requests under the Loan Documents (subject to the concurrence
         of other Lenders as may be required under the Loan Documents); (iv) to
         receive all documents and items to be furnished to it under the Loan
         Documents; (v) to promptly distribute to it all material information,
         requests, documents, and items received from the Borrower under the
         Loan Documents; (vi) to promptly distribute to it its ratable part of
         each payment or prepayment (whether voluntary, as proceeds of
         collateral upon or after foreclosure, as proceeds of insurance thereon,
         or otherwise) in accordance with the terms of the Loan Documents; and
         (vii) to deliver to the appropriate Persons requests, demands,
         approvals, and consents received from it. However, the Administrative
         Agent is not required to take any action that exposes the
         Administrative Agent to personal liability or that is contrary to any
         Loan Document or applicable Law.

                  (b) Successor. The Administrative Agent may assign all of its
         Rights and obligations as the Administrative Agent under the Loan
         Documents to any of its Affiliates, which Affiliate shall then be the
         successor the Administrative Agent under the Loan Documents. The
         Administrative Agent may also voluntarily resign and shall resign upon
         the request of Required Lenders for cause (i.e., the Administrative
         Agent is continuing to fail to perform its responsibilities under the
         Loan Documents). If the initial, or any successor to, the
         Administrative Agent ever ceases to be a party to this Agreement or if
         either of the initial, or any successor to, the Administrative Agent
         ever resigns (whether voluntarily or at the request of the Required
         Lenders), then Required Lenders shall appoint a successor to the
         Administrative Agent from among Lenders (other than the resigning the
         Administrative Agent). If the Required Lenders fail to appoint a
         successor to such the Administrative Agent within thirty (30) days
         after the resigning the Administrative Agent has given notice of
         resignation or Required Lenders have removed the resigning
         Administrative Agent, then the resigning Administrative Agent may, on
         behalf of the Lenders, appoint a successor Administrative Agent, that
         (i) must be a commercial bank having a combined capital and surplus of
         at least $1,000,000,000 (as shown on its most recently published
         statement of condition), and (ii)


                                       57
<PAGE>   65


         must be consented to by the Borrower, which consent shall not be
         unreasonably delayed or withheld. Upon its acceptance of appointment as
         successor Administrative Agent, the successor Administrative Agent
         succeeds to and becomes vested with all of the Rights of the prior
         Administrative Agent, and the prior Administrative Agent is discharged
         from its duties and obligations as Administrative Agent under the Loan
         Documents, and each Lender shall execute the documents that any Lender,
         the resigning or removed Administrative Agent, or the successor
         Administrative Agent reasonably request to reflect the change. After
         the Administrative Agent's resignation or removal as Administrative
         Agent under the Loan Documents, the provisions of this Agreement inure
         to its benefit as to any actions taken or not taken by it while it was
         Administrative Agent under the Loan Documents.

                  (c) Rights as Lender. The Administrative Agent, in its
         capacity as a Lender, has the same Rights under the Loan Documents as
         any other Lender and may exercise those Rights as if it were not acting
         as Administrative Agent. The term "Lender", unless the context
         otherwise indicates, includes each Administrative Agent. Administrative
         Agent's resignation or removal does not impair or otherwise affect any
         Rights that it has or may have in its capacity as an individual Lender.
         Each Lender and the Borrower agree that the Administrative Agent is not
         a fiduciary for the Lenders or for the Borrower, but Administrative
         Agent is simply acting in the capacity described in this Agreement to
         alleviate administrative burdens for the Borrower and the Lenders, that
         the Administrative Agent has any duties or responsibilities to Lenders
         or the Borrower except those expressly set forth in the Loan Documents,
         and that the Administrative Agent in its capacity as a Lender has the
         same Rights as any other Lender.

                  (d) Other Activities. Any Credit Party may now or in the
         future be engaged in one or more loan, letter of credit, leasing, or
         other financing transactions with the Borrower, act as trustee or
         depositary for the Borrower, or otherwise be engaged in other
         transactions with the Borrower (collectively, the "OTHER ACTIVITIES")
         not the subject of the Loan Documents. Without limiting the Rights of
         Lenders specifically set forth in the Loan Documents, neither the
         Administrative Agent nor any Lender is responsible to account to the
         other Lenders for those other activities, and no Lender shall have any
         interest in any other Lender's activities, any present or future
         guaranties by or for the account of the Borrower that are not
         contemplated by or included in the Loan Documents, any present or
         future offset exercised by the Administrative Agent or any Lender in
         respect of those other activities, any present or future property taken
         as security for any of those other activities, or any property now or
         hereafter in the Administrative Agent's or any other Lender's
         possession or control that may be or become security for the
         obligations of the Borrower arising under the Loan Documents by reason
         of the general description of indebtedness secured or of property
         contained in any other agreements, documents, or instruments related to
         any of those other activities (but, if any payments in respect of those
         guaranties or that property or the proceeds thereof is applied by the
         Administrative Agent or any Lender to reduce the Obligation, then each
         Lender is entitled to share ratably in the application as provided in
         the Loan Documents).

         13.2 Expenses. Each Lender shall pay its Pro Rata Part of any
reasonable expenses (including, without limitation, court costs, reasonable
attorneys' fees and other costs of


                                       58
<PAGE>   66


collection) incurred by the Administrative Agent (while acting in such capacity)
in connection with any of the Loan Documents if the Administrative Agent is not
reimbursed from other sources within thirty (30) days after incurrence. Each
Lender is entitled to receive its Pro Rata Part of any reimbursement that it
makes to the Administrative Agent if the Administrative Agent is subsequently
reimbursed from other sources.

         13.3 Proportionate Absorption of Losses. Except as otherwise provided
in the Loan Documents, nothing in the Loan Documents gives any Lender any
advantage over any other Lender insofar as the Obligation is concerned or
relieves any Lender from ratably absorbing any losses sustained with respect to
the Obligation (except to the extent unilateral actions or inactions by any
Lender result in the Borrower or any other obligor on the Obligation having any
credit, allowance, set off, defense, or counterclaim solely with respect to all
or any part of that Lender's Pro Rata Part of the Obligation).

         13.4 Delegation of Duties; Reliance. The Lenders may perform any of
their duties or exercise any of their Rights under the Loan Documents by or
through the Administrative Agent, and The Lenders and the Administrative Agent
may perform any of their duties or exercise any of their Rights under the Loan
Documents by or through their respective Representatives. The Administrative
Agent, The Lenders, and their respective Representatives (a) are entitled to
rely upon (and shall be protected in relying upon) any written or oral statement
believed by them to be genuine and correct and to have been signed or made by
the proper Person and, with respect to legal matters, upon opinion of counsel
selected by the Administrative Agent or that Lender (but nothing in this CLAUSE
(a) permits the Administrative Agent to rely on (i) oral statements if a writing
is required by this Agreement or (ii) any other writing if a specific writing is
required by this Agreement), (b) are entitled to deem and treat each Lender as
the owner and holder of its portion of the Obligation for all purposes until,
written notice of the assignment or transfer is given to and received by the
Administrative Agent (and any request, authorization, consent, or approval of
any Lender is conclusive and binding on each subsequent holder, assignee, or
transferee of or Participant in that Lender's portion of the Obligation until
that notice is given and received), (c) are not deemed to have notice of the
occurrence of a Default unless a responsible officer of the Administrative
Agent, who handles matters associated with the Loan Documents and transactions
thereunder, has actual knowledge or the Administrative Agent has been notified
by a Lender or the Borrower, and (d) are entitled to consult with legal counsel
(including counsel for the Borrower), independent accountants, and other experts
selected by the Administrative Agent and are not liable for any action taken or
not taken in good faith by it in accordance with the advice of counsel,
accountants, or experts. Each Agent may execute any of its duties under this
Agreement and the other Loan Documents by or through agents or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining to
such duties. No Agent shall be responsible for the negligence or misconduct of
any agents or attorneys in-fact selected by it with reasonable care.

         13.5 Limitation of Administrative Agent's Liability.

                  (a) Exculpation. Neither the Administrative Agent nor any of
         its respective Affiliates or Representatives will be liable for any
         action taken or omitted to be taken by it or them under the Loan
         Documents in good faith and believed by them to be within the
         discretion or power conferred upon them by the Loan Documents or be
         responsible for


                                       59
<PAGE>   67


         the consequences of any error of judgment (except for fraud, gross
         negligence, or willful misconduct), and neither the Administrative
         Agent nor any of its Affiliates or Representatives has a fiduciary
         relationship with any Lender by virtue of the Loan Documents (but
         nothing in this Agreement negates the obligation of the Administrative
         Agent to account for funds received by them for the account of any
         Lender).

                  (b) Indemnity. Unless indemnified to its satisfaction against
         loss, cost, liability, and expense, the Administrative Agent is not
         compelled to do any act under the Loan Documents or to take any action
         toward the execution or enforcement of the powers thereby created or to
         prosecute or defend any suit in respect of the Loan Documents. If the
         Administrative Agent requests instructions from the Lenders, or the
         Required Lenders, as the case may be, with respect to any act or action
         in connection with any Loan Document, the Administrative Agent is
         entitled to refrain (without incurring any liability to any Person by
         so refraining) from that act or action unless and until it has received
         instructions. In no event, however, may the Administrative Agent or any
         of its Representatives be required to take any action that it or they
         determine could incur for it or them criminal or onerous civil
         liability. Without limiting the generality of the foregoing, no Lender
         has any right of action against the Administrative Agent as a result of
         the Administrative Agent's acting or refraining from acting under this
         Agreement in accordance with instructions of the Required Lenders.

                  (c) Reliance. The Administrative Agent is not responsible to
         any Lender or any Participant for, and each Lender represents and
         warrants that it has not relied upon the Administrative Agent in
         respect of, (i) the creditworthiness of any Company and the risks
         involved to that Lender, (ii) the effectiveness, enforceability,
         genuineness, validity, or the due execution of any Loan Document
         (except by the Administrative Agent), (iii) any representation,
         warranty, document, certificate, report, or statement made therein
         (except by the Administrative Agent) or furnished thereunder or in
         connection therewith, (iv) the adequacy of any collateral now or
         hereafter securing the Obligation or the existence, priority, or
         perfection of any Lien now or hereafter granted or purported to be
         granted on the collateral under any Loan Document, or (v) observation
         of or compliance with any of the terms, covenants, or conditions of any
         Loan Document on the part of any Company. EACH LENDER AGREES TO
         INDEMNIFY THE ADMINISTRATIVE AGENT AND ITS REPRESENTATIVES AND HOLD
         THEM HARMLESS FROM AND AGAINST (BUT LIMITED TO SUCH LENDER'S PRO RATA
         PART OF) ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
         PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, REASONABLE EXPENSES, AND
         REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER THAT MAY BE
         IMPOSED ON, ASSERTED AGAINST, OR INCURRED BY THEM IN ANY WAY RELATING
         TO OR ARISING OUT OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED
         BY THEM UNDER THE LOAN DOCUMENTS IF THE ADMINISTRATIVE AGENT OR ITS
         REPRESENTATIVES ARE NOT REIMBURSED FOR SUCH AMOUNTS BY ANY COMPANY.
         ALTHOUGH THE ADMINISTRATIVE AGENT AND ITS REPRESENTATIVES HAVE THE
         RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR THEIR OWN ORDINARY
         NEGLIGENCE.

         13.6 Default. While a Default exists, the Lenders agree to promptly
confer in order that the Required Lenders or the Lenders, as the case may be,
may agree upon a course of action for the enforcement of the Rights of the
Lenders. The Administrative Agent is entitled to act or


                                       60
<PAGE>   68


refrain from taking any action (without incurring any liability to any Person
for so acting or refraining) unless and until it has received instructions from
the requisite Lenders. In actions with respect to any Company's property, the
Administrative Agent is acting for the ratable benefit of each Lender.

         13.7 Collateral Matters.

                  (a) Each Lender authorizes and directs the Administrative
         Agent to enter into the Intercreditor Agreement relating to the
         Security Documents for the Lender Liens and agrees that any action
         taken by the Administrative Agent concerning any collateral in
         accordance with any Loan Document, the Administrative Agent's exercise
         of powers concerning the collateral in any Loan Document, and that all
         other reasonably incidental powers are authorized and binding upon all
         the Lenders.

                  (b) The Administrative Agent is authorized on behalf of all
         Lenders, without the necessity of any notice to or further consent from
         any Lender, from time to time before a Default or Potential Default, to
         take any action with respect to any collateral or Loan Documents
         related to collateral that may be necessary to perfect and maintain
         perfected the Lender Liens upon collateral.

                  (c) The Administrative Agent has no obligation whatsoever to
         any Lender or to any other Person to assure that collateral exists or
         is owned by any Company or is cared for, protected, or insured or has
         been encumbered or that the Lender Liens have been properly or
         sufficiently or lawfully created, perfected, protected, or enforced or
         are entitled to any particular priority.

                  (d) The Administrative Agent shall exercise the same care and
         prudent judgment with respect to collateral and the Loan Documents as
         it normally and customarily exercises in respect of similar collateral
         and security documents.

                  (e) The Lenders irrevocably authorize the Administrative
         Agent, at its option and in its discretion, to release any Lender Lien
         upon any collateral (i) constituting property being disposed of as
         permitted under any Loan Document, (ii) constituting property in which
         no Company owned any interest at the time the Lender Lien was granted
         or at any time after that, (iii) constituting property leased to any
         Company under a lease that has expired or been terminated in a
         transaction permitted under the Loan Documents or is about to expire
         and that has not been, and is not intended by that Company to be,
         renewed, (iv) consisting of an instrument evidencing Debt pledged to
         Lender Liens, if the underlying Debt has been paid in full, or (v) if
         approved, authorized, or ratified in writing by the Required Lenders.
         Upon request by the Administrative Agent at any time, Lenders shall
         confirm in writing the Administrative Agent's authority to release
         particular types or items of collateral under this CLAUSE (E).

         13.8 Limitation of Liability. No Credit Party or any Participant will
incur any liability to any other Credit Party or Participant except for acts or
omissions in bad faith, and no Credit Party or Participant will incur any
liability to any other Person for any act or omission of any other Credit Party
or any Participant.


                                       61
<PAGE>   69


         13.9 Relationship of Lenders. The Loan Documents do not create a
partnership or joint venture among the Credit Parties.

         13.10 Benefits of Agreement. None of the provisions of this section
inure to the benefit of any Company or any other Person except the Credit
Parties. Therefore, no Company or any other Person is responsible or liable for,
entitled to rely upon, or entitled to raise as a defense, in any manner
whatsoever, the failure of any Credit Party to comply with these provisions.

         13.11 Other Agents. The Agents (other than the Administrative Agent)
shall have no duties or liabilities under this Agreement and shall be entitled
to the benefits of this SECTION 13 (and SECTIONS 8.11 and 12.11) to the same
extent as the Administrative Agent.

SECTION 14: MISCELLANEOUS.

         14.1 Non-Business Days. Any payment or action that is due under any
Loan Document on a non-Business Day may be delayed until the next-succeeding
Business Day (but interest shall continue to accrue on any applicable payment
until payment is in fact made) unless the payment concerns a LIBOR Borrowing, in
which case if the next-succeeding Business Day is in the next calendar month,
then such payment shall be made on the next-preceding Business Day.

         14.2 Communications. Unless otherwise specifically provided, whenever
any Loan Document requires or permits any consent, approval, notice, request, or
demand from one party to another, communication must be in writing (which may be
by telex or fax) to be effective and shall be deemed to have been given (a) if
by telex, when transmitted to the appropriate telex number and the appropriate
answer back is received, (b) if by fax, when transmitted to the appropriate fax
number (and all communications sent by fax must be confirmed promptly thereafter
by telephone; but any requirement in this parenthetical shall not affect the
date when the fax shall be deemed to have been delivered), (c) if by mail, on
the third Business Day after it is enclosed in an envelope and properly
addressed, stamped, sealed, and deposited in the appropriate official postal
service, or (d) if by any other means, when actually delivered. Until changed by
notice pursuant to this Agreement, the address (and fax number) for the Borrower
and the Administrative Agent are stated beside their respective signatures to
this Agreement and for each Lender is stated beside its name on SCHEDULE 1.

         14.3 Form and Number of Documents. The form, substance, and number of
counterparts of each writing to be furnished under this Agreement must be
satisfactory to the Administrative Agent and its counsel.

         14.4 Exceptions to Covenants. No Company may take or fail to take any
action that is permitted as an exception to any of the covenants contained in
any Loan Document if that action or omission would result in the breach of any
other covenant contained in any Loan Document.

         14.5 Survival. All covenants, agreements, undertakings,
representations, and warranties made in any of the Loan Documents survive all
closings under the Loan Documents and, except as otherwise indicated, are not
affected by any investigation made by any party.


                                       62
<PAGE>   70


         14.6 Governing Law. This Agreement and the rights and obligations of
the parties under this Agreement shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.

         14.7 Invalid Provisions. Any provision in any Loan Document held to be
illegal, invalid, or unenforceable is fully severable; the appropriate Loan
Document shall be construed and enforced as if that provision had never been
included; and the remaining provisions shall remain in full force and effect and
shall not be affected by the severed provision. The Administrative Agent, the
Lenders, and each Company party to the affected Loan Document agree to
negotiate, in good faith, the terms of a replacement provision as similar to the
severed provision as may be possible and be legal, valid, and enforceable.

         14.8 Amendments, Consents, Conflicts, and Waivers.

                  (a) Required Lenders. Unless otherwise specifically provided
         (i) the provisions of this Agreement may be amended, modified, or
         waived, and a Subsidiary Guaranty, the Intercreditor Agreement, or
         Security Document, may be amended, or fully or partially released -
         only by an instrument in writing executed by the Borrower, the
         Administrative Agent, and the Required Lenders and supplemented only by
         documents delivered or to be delivered in accordance with the express
         terms of this Agreement, and (ii) the other Loan Documents may only be
         the subject of an amendment, modification, or waiver that has been
         approved by the Required Lenders and the Borrower.

                  (b) All Lenders. Except as specifically otherwise provided in
         this SECTION 14.8, any amendment to or consent or waiver under this
         Agreement or any Loan Document that purports to accomplish any of the
         following must be by an instrument in writing executed by the Borrower
         and the Administrative Agent and executed (or approved, as the case may
         be) by each Lender affected thereby: (i) extends the due date or
         decreases the amount of any scheduled payment or amortization of the
         Obligation beyond the date specified in the Loan Documents; (ii)
         decreases any rate or amount of interest, fees, or other sums payable
         to the Administrative Agent or the Lenders under this Agreement (except
         such reductions as are contemplated by this Agreement); (iii) changes
         the definition of "COMMITMENT," "REQUIRED LENDERS" or "PRO RATA PART";
         (iv) increases or extends the date of expiry of any one or more
         Lenders' Commitment; (v) waives compliance with, amends, or fully or
         partially releases, except as expressly provided in SECTION 5.1, any
         Subsidiary Guaranty or Security Document; or (vi) changes this CLAUSE
         (b) or any other matter specifically requiring the consent of all
         Lenders under this Agreement.

                  (c) Fees to the Administrative Agent. Any amendment or consent
         or waiver with respect to fees payable solely to the Administrative
         Agent under a separate letter agreement must be executed in writing
         only by the Administrative Agent and the Borrower.

                  (d) Conflicts. Any conflict or ambiguity between the terms and
         provisions of this Agreement and terms and provisions in any other Loan
         Document is controlled by the terms and provisions of this Agreement.


                                       63
<PAGE>   71


                  (e) Waivers. No course of dealing or any failure or delay by
         the Administrative Agent, any Lender, or any of their respective
         Representatives with respect to exercising any Right of the
         Administrative Agent or any Lender under this Agreement operates as a
         waiver thereof. A waiver must be in writing and signed by the
         Administrative Agent and the Lenders (or the Required Lenders, if
         permitted under this Agreement) to be effective, and a waiver will be
         effective only in the specific instance and for the specific purpose
         for which it is given.

         14.9 Multiple Counterparts. Any Loan Document may be executed in a
number of identical counterparts (including, at the Administrative Agent's
discretion, counterparts or signature pages executed and transmitted by fax)
with the same effect as if all signatories had signed the same document. All
counterparts must be construed together to constitute one and the same
instrument.

         14.10 Parties.

                  (a) Parties Bound. Each Loan Document binds and inures to the
         parties to it, any intended beneficiary of it, and each of their
         respective successors and permitted assigns. No Company may assign or
         transfer any Rights or obligations under any Loan Document without
         first obtaining all the Lenders' consent, and any purported assignment
         or transfer without the Lenders' consent is void. No Lender may
         transfer, pledge, assign, sell any participation in, or otherwise
         encumber its portion of the Obligation except as permitted by CLAUSES
         (b) or (c) below.

                  (b) Participations. Any Lender may (subject to the provisions
         of this section, in accordance with applicable Law, in the ordinary
         course of its business, and at any time) sell to one or more Persons
         (each a "PARTICIPANT") participating interests in its portion of the
         Obligation. The selling Lender remains a "Lender" under the Loan
         Documents, the Participant does not become a "Lender" under the Loan
         Documents, and the selling Lender's obligations under the Loan
         Documents remain unchanged. The selling Lender remains solely
         responsible for the performance of its obligations and remains the
         holder of its Term Loan for all purposes under the Loan Documents. The
         Borrower and the Administrative Agent shall continue to deal solely and
         directly with the selling Lender in connection with that Lender's
         Rights and obligations under the Loan Documents, and each Lender must
         retain the sole right and responsibility to enforce due obligations of
         the Companies. Participants have no Rights under the Loan Documents
         except as provided below. Subject to the following, each Lender may
         obtain (on behalf of its Participants) the benefits of SECTION 3 with
         respect to all participations in its part of the Obligation outstanding
         from time to time so long as the Borrower is not obligated to pay any
         amount in excess of the amount that would be due to that Lender under
         SECTION 3 calculated as though no participations have been made. No
         Lender may sell any participating interest under which the Participant
         has any Rights to approve any amendment, modification, or waiver of any
         Loan Document except as to matters in SECTION 14.8(b)(i) and (ii).

                  (c) Assignments. Each Lender may make assignments to the
         Federal Reserve Bank. Each Lender may also assign to one or more
         assignees (each an "ASSIGNEE") all or


                                       64
<PAGE>   72


         any part of its Rights and obligations under the Loan Documents so long
         as (i) the assignor Lender and the Assignee execute and deliver to the
         Administrative Agent and the Borrower for their consent and acceptance
         (that may not be unreasonably withheld in any instance and is not
         required if the Assignee is an Affiliate of the assigning Lender) an
         assignment and assumption agreement in substantially the form of
         EXHIBIT F (an "ASSIGNMENT") and pay to the Administrative Agent a
         processing fee of $2,500, (ii) except in the case of assignments to a
         Lender on an affiliate of a Lender, the assignment must be for a
         minimum total amount of $5,000,000 and, if the assigning Lender retains
         any amount, it must be a minimum total amount of $5,000,000, (iii) the
         conditions for that assignment set forth in the applicable Assignment
         are satisfied and (iv) notice is given to Syndication Agent; provided,
         however, that so long as a Default has occurred and is continuing (A)
         the Borrower's consent shall not be required for an assignment to any
         Eligible Assignee, and (B) the minimum amounts described in subsection
         (iii) above shall not be required; provided, further, that in the case
         of any assignment by the Syndication Agent, neither the Borrower's
         consent nor the Administrative Agent's consent shall be required. The
         Effective Date in each Assignment must (unless a shorter period is
         agreeable to the Borrower and the Administrative Agent) be at least
         five (5) Business Days after it is executed and delivered by the
         assignor Lender and the Assignee to the Administrative Agent and the
         Borrower for acceptance. Once that Assignment is accepted by the
         Administrative Agent and the Borrower, and subject to all of the
         following occurring, then, on and after the Effective Date stated in it
         (i) the Assignee automatically becomes a party to this Agreement and,
         to the extent provided in that Assignment, has the Rights and
         obligations of a Lender under the Loan Documents, (ii) the assignor
         Lender, to the extent provided in that Assignment, is released from its
         obligations under this Agreement and its reimbursement obligations
         under this Agreement and, in the case of an Assignment covering all of
         the remaining portion of the assignor Lender's Rights and obligations
         under the Loan Documents, that Lender ceases to be a party to the Loan
         Documents, (iii) the Borrower shall execute and deliver to the assignor
         Lender and the Assignee the appropriate Notes, if requested, in
         accordance with this Agreement following the transfer, and (iv) upon
         delivery of the Notes, if any, under CLAUSE (III) preceding, the
         assignor Lender shall return to the Borrower all Notes, if any,
         previously delivered to that Lender under this Agreement.
         Notwithstanding the foregoing, no Assignee may be recognized as a party
         to the Loan Documents (and the assigning Lender shall continue to be
         treated for all purposes as the party to the Loan Documents) with
         respect to the Rights and obligations assigned to that Assignee until
         the actions described in CLAUSES (III) and (IV) have occurred and until
         the Assignment to such Assignee is registered on the books of the
         Borrower as to both principal and any stated interest. The Obligation
         is registered on the books of the Borrower as to both principal and any
         stated interest, and transfers of (as opposed to participations in)
         principal and interest of the Obligation may only be made in accordance
         with this SECTION 14.10.

         For purposes of this section, "ELIGIBLE ASSIGNEE" shall mean: (i) a
commercial bank or savings and loan association and having total assets in
excess of $100,000,000; (ii) a finance company, insurance company or other
financial institution, lender or fund (whether a corporation, partnership or
other entity) which is engaged in making, purchasing or otherwise investing in
commercial loans in the ordinary course of its business, and having total assets
in excess of at least $100,000,000; or (iii) any Lender or any Affiliate of any
Lender; provided,


                                       65
<PAGE>   73


however, that neither the Borrower nor any Affiliate of the Borrower shall
qualify as an Eligible Assignee.

         14.11 Submission To Jurisdiction; Waivers. Each of the Borrower and
each Subsidiary Guarantor hereby irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any judgment
         in respect thereof, to the non-exclusive general jurisdiction of the
         courts of the State of New York, the courts of the United States for
         the Southern District of New York, and appellate courts from any
         thereof;

                  (b) consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to the Borrower, as the case may be at its address set forth
         on Schedule 1 or at such other address of which the Administrative
         Agent shall have been notified pursuant thereto; and

                  (d) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction.

                  The scope of each of the foregoing waivers is intended to be
all encompassing of any and all disputes that may be filed in any court and that
relate to the subject matter of this transaction, including, without limitation,
contract claims, tort claims, breach of duty claims, and all other common law
and statutory claims. THE BORROWER AND EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES
THAT THESE WAIVERS ARE A MATERIAL INDUCEMENT TO THE ADMINISTRATIVE AGENT'S AND
EACH LENDER'S AGREEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT THE
ADMINISTRATIVE AGENT AND EACH LENDER HAVE ALREADY RELIED ON THESE WAIVERS IN
ENTERING INTO THIS AGREEMENT, AND THAT THE ADMINISTRATIVE AGENT AND EACH LENDER
WILL CONTINUE TO RELY ON EACH OF THESE WAIVERS IN RELATED FUTURE DEALINGS. THE
BORROWER AND EACH SUBSIDIARY GUARANTOR FURTHER WARRANTS AND REPRESENTS THAT IT
HAS REVIEWED THESE WAIVERS WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND
VOLUNTARILY AGREES TO EACH WAIVER FOLLOWING CONSULTATION WITH LEGAL COUNSEL. The
waivers in this section are irrevocable, meaning that they may not be modified
either orally or in writing, and these waivers apply to any future renewals,
extensions, amendments, modifications, or replacements in respect of the
applicable Loan Document. In connection with any Litigation, this Agreement may
be filed as a written consent to a trial by the court.

         14.12 Confidentiality Obligations. All nonpublic information furnished
by any Company to the Administrative Agent or the Lenders pursuant to this
Agreement (that is


                                       66
<PAGE>   74


designated by such Company to the Administrative Agent and the Lenders as
nonpublic information) will be treated as confidential, but nothing herein
contained shall limit or impair the Administrative Agent's or any Lender's
Rights (and the Administrative Agent or such Lender shall be entitled) (a) to
disclose the same to any Tribunal, if required to do so, or to any prospective
or actual Assignee or Participant (provided that such prospective or actual
Assignee or Participant agrees to comply with this SECTION 14.12), or to the
respective affiliates, directors, officers, employees, attorneys, and agents of
the Administrative Agent or such Lender or any prospective or actual Assignee or
Participant, (b) to use such information to the extent pertinent to an
evaluation of the Obligation, (c) to enforce compliance for the terms and
conditions of the Loan Documents, or (d) to take any action which the
Administrative Agent or such Lender deems necessary to protect its interests if
a Default has occurred and is continuing.

         14.13 Entirety. THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE BORROWER, THE LENDERS, AND THE ADMINISTRATIVE AGENT 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.

         14.14 WAIVERS OF JURY TRIAL. THE BORROWER, EACH SUBSIDIARY GUARANTOR,
THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

         14.15 Intercreditor Agreement. Each of the Lenders hereby consents to
the execution of the Intercreditor Agreement and the appointment of Wells Fargo
Bank Texas, National Association to act as "Collateral Agent" in accordance with
the terms thereof for the Lenders and the lenders under the Existing Credit
Agreement.

SECTION 15: SUBSIDIARY GUARANTY.

         15.1 The Guaranty. In order to induce the Credit Parties to enter into
this Agreement and to extend credit hereunder and in recognition of the direct
benefits to be received by Subsidiary Guarantors from the proceeds of the Term
Loans made to the Borrower hereunder, each Subsidiary Guarantor hereby,
unconditionally and irrevocably, guarantees as primary obligor and not merely as
surety the full and prompt payment when due, whether upon maturity, by
acceleration or otherwise, of any and all of the Obligation. If any or all of
the Obligation becomes due and payable, each Subsidiary Guarantor
unconditionally, jointly and severally, promises to pay such Obligation to the
Credit Parties, or order, on demand, together with any and all expenses which
may be incurred by each Credit Party in collecting any of the Obligation. The
word "OBLIGATION" is used in this SECTION 15 in its most comprehensive sense and
includes any and all advances, debts, obligations (including obligations which,
but for any automatic stay under the Debtor Laws, would become due, and
including interest accruing after the maturity of the Term Loans and interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding), and obligations of the Borrower arising in connection with
this Agreement or any other Loan


                                       67
<PAGE>   75
Document, in each case, heretofore, now, or hereafter made, incurred, or
created, whether voluntarily or involuntarily, absolute or contingent,
liquidated or unliquidated, determined or undetermined, whether or not such
indebtedness is from time to time reduced, or extinguished and thereafter
increased or incurred, whether the Borrower may be liable individually or
jointly with others, whether or not recovery upon such indebtedness may be or
hereafter become barred by any statute of limitations, and whether or not such
indebtedness may be or hereafter become otherwise unenforceable.

         15.2 Bankruptcy. Additionally, each Subsidiary Guarantor, jointly and
severally, unconditionally and irrevocably guarantees the payment of any and all
indebtedness of the Borrower to the Credit Parties whether or not due or payable
by the Borrower upon the occurrence in respect of the Borrower of any of the
events specified in SECTION 11.3, and unconditionally promises to pay such
indebtedness to the Credit Parties, or order, on demand, in lawful money of the
United States.

         15.3 Nature of Liability. The liability of each Subsidiary Guarantor
hereunder is exclusive and independent of any security for or other guaranty of
the indebtedness of the Borrower whether executed by such Subsidiary Guarantor,
any other guarantor, or by any other party, and the liability of such Subsidiary
Guarantor hereunder shall not be affected or impaired by (a) any direction as to
application of payment by the Borrower, or by any other party, or (b) any other
continuing or other guaranty, undertaking, or maximum liability of a guarantor
or of any other party as to the indebtedness of the Borrower, or (c) any payment
on or in reduction of any such other guaranty or undertaking, or (d) any
dissolution, termination, or increase, decrease, or change in personnel by the
Borrower, or (e) any payment made to any Credit Party on the indebtedness which
such Credit Party repays The Borrower pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium, or other debtor relief proceeding, and
each Subsidiary Guarantor waives any right to the deferral or modification of
its obligations hereunder by reason of any such proceeding. This Subsidiary
Guaranty is intended to be an irrevocable, absolute, continuing guaranty of
payment and is not a guaranty of collection. This Subsidiary Guaranty may not be
revoked by any Subsidiary Guarantor; provided, however, if, according to
applicable law, it shall ever be determined or held that a guarantor under a
continuing guaranty such as this Subsidiary Guaranty shall have the absolute
right, notwithstanding the express agreement of such a guarantor otherwise, to
revoke such guaranty as to any Obligation which has then not yet arisen, then
any Subsidiary Guarantor may deliver to the Administrative Agent written notice
that such Subsidiary Guarantor will not be liable hereunder for any of the
Obligation created, incurred, or arising after the giving of such notice, and
such notice will be effective as to such Subsidiary Guarantor from and after
(but not before) such times as said written notice is actually delivered to and
received by and receipted for in writing by the Administrative Agent; provided
that such notice shall not in anywise affect, impair, or limit the liability and
responsibility of any other person or entity with respect to any of the
Obligation theretofore existing or thereafter existing, arising, renewed,
extended, or modified; provided, further, that such notice shall not affect,
impair, or release the liability and responsibility of such Subsidiary Guarantor
with respect to any of the Obligation created, incurred, or arising prior to the
receipt of such notice by the Administrative Agent as aforesaid, or in respect
of any renewals, extensions, or modifications of such Obligation, or in respect
of interest or costs of collection thereafter incurred on or with respect to
such Obligation, or with respect to attorneys' fees thereafter becoming payable
hereunder with respect to such Obligation,


                                       68
<PAGE>   76
and shall continue to be effective with respect to any Obligation arising or
created after any attempted revocation by any Subsidiary Guarantor.

         15.4 Independent Obligation. The obligations of each Subsidiary
Guarantor hereunder are independent of the obligations of any other guarantor or
the Borrower, and a separate action or actions may be brought and prosecuted
against each Subsidiary Guarantor whether or not action is brought against any
other guarantor or the Borrower and whether or not any other guarantor or The
Borrower be joined in any such action or actions. Each Subsidiary Guarantor
waives, to the fullest extent permitted by law, the benefit of any statute of
limitations affecting its liability hereunder or the enforcement thereof. Any
payment by the Borrower or other circumstance which operates to toll any statute
of limitations as to the Borrower shall operate to toll the statute of
limitations as to each Subsidiary Guarantor.

         15.5 Authorization. Each Subsidiary Guarantor authorizes the Credit
Parties without notice or demand (except as shall be required by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to (a) renew, compromise, extend, increase,
accelerate, or otherwise change the time for payment of, or otherwise change the
terms of the indebtedness or any part thereof in accordance with this Subsidiary
Guaranty, including any increase or decrease of the rate of interest thereon,
(b) take and hold security from any guarantor or any other party for the payment
of this guaranty or the indebtedness and exchange, enforce, waive, and release
any such security, (c) apply such security and direct the order or manner of
sale thereof as the Credit Parties in their discretion may determine, and (d)
release or substitute any one or more endorsers, guarantors, the Borrower, or
other obligors.

         15.6 Reliance. It is not necessary for any Credit Party to inquire into
the capacity or powers of any Company or the officers, directors, partners, or
agents acting or purporting to act on its behalf, and any indebtedness made or
created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder.

         15.7 Subordination. Any indebtedness of the Borrower now or hereafter
held by any Subsidiary Guarantor is hereby subordinated to the indebtedness of
the Borrower to the Credit Parties; and such indebtedness of the Borrower to any
Subsidiary Guarantor, if the Administrative Agent, after a Default has occurred
and is continuing, so requests, shall be collected, enforced, and received by
such Subsidiary Guarantor as trustee for the Credit Parties and be paid over to
the Credit Parties on account of the indebtedness of the Borrower to the Credit
Parties, but without affecting or impairing in any manner the liability of such
Subsidiary Guarantor under the other provisions of this Guaranty. Prior to the
transfer by any Subsidiary Guarantor of any note or negotiable instrument
evidencing any indebtedness of the Borrower to such Subsidiary Guarantor, such
Subsidiary Guarantor shall mark such note or negotiable instrument with a legend
that the same is subject to this subordination.

         15.8 Waivers; Consents.

                  (a) Each Subsidiary Guarantor waives any right (except as
         shall be required by applicable statute and cannot be waived) to
         require any Credit Party to (i) proceed against the Borrower, any other
         guarantor, or any other party, (ii) proceed against or


                                       69
<PAGE>   77


         exhaust any security held from the Borrower, any other guarantor, or
         any other party, or (iii) pursue any other remedy in any Credit Party's
         power whatsoever. Each Subsidiary Guarantor waives any defense based on
         or arising out of any defense of the Borrower, any other guarantor, or
         any other party other than payment in full of the indebtedness,
         including, without limitation, any defense based on or arising out of
         the disability of the Borrower, any other guarantor, or any other
         party, or the unenforceability of the indebtedness or any part thereof
         from any cause, or the cessation from any cause of the liability of the
         Borrower other than payment in full of the indebtedness. The Credit
         Parties may, at their election, foreclose on any security held by any
         Credit Party by one or more judicial or nonjudicial sales, whether or
         not every aspect of any such sale is commercially reasonable (to the
         extent such sale is permitted by applicable law), or exercise any other
         right or remedy the Administrative Agent and the Lenders may have
         against the Borrower or any other party, or any security, without
         affecting or impairing in any way the liability of any Subsidiary
         Guarantor hereunder except to the extent the indebtedness has been
         paid. Each Subsidiary Guarantor waives any defense arising out of any
         such election by the Credit Parties, even though such election operates
         to impair or extinguish any right of reimbursement or subrogation or
         other right or remedy of any Subsidiary Guarantor against the Borrower
         or any other party or any security.

                  (b) Each Subsidiary Guarantor waives all presentments, demands
         for performance, protests, and notices, including without limitation
         notices of nonperformance, notice of protest, notices of dishonor,
         notices of acceptance of this Guaranty, and notices of the existence,
         creation, or incurring of new or additional indebtedness. Each
         Subsidiary Guarantor assumes all responsibility for being and keeping
         itself informed of the Borrower's financial condition and assets, and
         of all other circumstances bearing upon the risk of nonpayment of the
         indebtedness and the nature, scope, and extent of the risks which each
         Subsidiary Guarantor assumes and incurs hereunder, and agrees that the
         Credit Parties shall have no duty to advise Subsidiary Guarantors of
         information known to them regarding such circumstances or risks.

                  (c) Any Credit Party may at any time and from time to time
         without the consent of, or notice to, any Subsidiary Guarantor, without
         incurring responsibility to such Subsidiary Guarantor, without
         impairing or releasing the obligations of such Subsidiary Guarantor
         hereunder, upon or without any terms or conditions and in whole or in
         part: (i) change the manner, place, or terms of payment of, and/or
         change or extend the time of payment of, renew, or alter, any of the
         Obligation, any security therefor, or any liability incurred directly
         or indirectly in respect thereof, and the guaranty herein made shall
         apply to the Obligation as so changed, extended, renewed, or altered;
         (ii) sell, exchange, release, surrender, realize upon, or otherwise
         deal with in any manner and in any order any property by whomsoever at
         any time pledged or mortgaged to secure, or howsoever securing, the
         Obligation or any liabilities (including any of those hereunder)
         incurred directly or indirectly in respect thereof or hereof, and/or
         any offset there against; (iii) exercise or refrain from exercising any
         rights against the Borrower, any other guarantor, or others or
         otherwise act or refrain from acting; (iv) settle or compromise any of
         the Obligation, any security therefor, or any liability (including any
         of those hereunder) incurred directly or indirectly in respect thereof
         or hereof, and may subordinate the payment of all or any part thereof
         to the payment of any liability (whether


                                       70
<PAGE>   78


         due or not) of the Borrower to creditors of the Borrower (other than
         the Credit Parties); (v) apply any sums by whomsoever paid or howsoever
         realized to any liability or liabilities of the Borrower to the Credit
         Parties regardless of what liabilities of such Borrower remain unpaid;
         (vi) consent to or waive any breach of, or any act, omission or default
         under, any of the Loan Documents, or any of the instruments or
         agreements referred to therein, or otherwise amend, modify, or
         supplement any of the Loan Documents or any of such other instruments
         or agreements; and/or (vii) act or fail to act in any manner referred
         to in this Subsidiary Guaranty which may deprive such Subsidiary
         Guarantor of its right to subrogation against the Borrower to recover
         full indemnity for any payments made pursuant to this Subsidiary
         Guaranty.

         15.9 Limitation. It is the intention of Subsidiary Guarantors and the
Credit Parties that the amount of the Obligation guaranteed hereby shall be in,
but not in excess of, the maximum amount permitted by fraudulent conveyance,
fraudulent transfer, or other similar laws applicable to Subsidiary Guarantors.
Accordingly, anything herein or in any other Loan Document notwithstanding, the
maximum liability of each Subsidiary Guarantor hereunder and under the other
Loan Documents shall in no event exceed the amount which can be guaranteed by
such Subsidiary Guarantor under applicable federal and state laws relating to
the insolvency of debtors.

         15.10 Additional Guarantors. From time to time subsequent to the time
hereof, After-Acquired Subsidiaries may become parties hereto as additional
Subsidiary Guarantors by executing a counterpart to this Subsidiary Guaranty in
the form of EXHIBIT B. Upon delivery of any such counterpart to the
Administrative Agent, notice of which is hereby waived by each Subsidiary
Guarantor, each such After-Acquired Subsidiary shall be a Subsidiary Guarantor
and shall be a party hereto as if such After-Acquired Subsidiary were an
original signatory hereof. Each Subsidiary Guarantor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the
addition or release of any other Subsidiary Guarantor hereunder, or by any
election by the Administrative Agent not to cause any After-Acquired Subsidiary
to become a Subsidiary Guarantor hereunder. This Subsidiary Guaranty shall be
fully effective as to any Subsidiary Guarantor that is or becomes a party hereto
regardless of whether any such person becomes or fails to become or ceases to be
a Subsidiary Guarantor hereunder.

                     REMAINDER OF PAGE INTENTIONALLY BLANK.
                             SIGNATURE PAGES FOLLOW.


                                       71
<PAGE>   79


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

                                AFFILIATED COMPUTER SERVICES, INC.,
                                 as the Borrower



                                By:
                                   ---------------------------------------------
                                   Name: Nancy P. Vineyard
                                   Title: Senior Vice President and Treasurer

                                BEAR STEARNS CORPORATE LENDING INC., as
                                the Administrative Agent, Syndication Agent and
                                a Lender


                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:


                                BEAR, STEARNS & CO.
                                 as Bookrunner and Co-Lead Arranger


                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:

                                WELLS FARGO BANK TEXAS, NATIONAL
                                ASSOCIATION, as Documentation Agent, Co-Lead
                                Arranger and a Lender


                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:


                                Signature Page to
                              ACS Credit Agreement

<PAGE>   80


ACS BRC HOLDINGS, INC.
ACS BUSINESS PROCESS SOLUTIONS, INC.
ACS BUSINESS RESOURCES CORPORATION
ACS CLAIMS SERVICES, INC.
ACS COMMUNICATIONS INDUSTRY SERVICES, INC.
ACS DATA ENTRY, INC.
ACS DEFENSE, INC.
ACS DESKTOP SOLUTIONS, INC.
ACS ENTERPRISE SOLUTIONS, INC.
ACS FEDERAL HEALTHCARE, INC.
ACS GOVERNMENT SERVICES, INC. (a MARYLAND CORPORATION)
ACS GOVERNMENT SERVICES, INC. (a TEXAS CORPORATION)
ACS GOVERNMENT SYSTEMS, INC.
ACS HEALTH CARE, INC.
ACS HEALTHCARE SOLUTIONS, INC.
ACS IMAGE SOLUTIONS, INC.
ACS LEGAL SOLUTIONS, INC.
ACS LENDER SERVICES, INC.
ACS LENDING, INC.
ACS OUTSOURCING SOLUTIONS, INC.
ACS PACE GROUP, INC.
ACS RETAIL SOLUTIONS, INC.
ACS RTS HOLDINGS, INC.
ACS SECURITIES SERVICES, INC.
ACS SHARED SERVICES, INC.
ACS STATE HEALTH SERVICES, INC.
ACS TRADEONE MARKETING, INC.
ACS TRANSFIRST, INC.
ACS/ECG HOLDINGS, LLC
ASEC INTERNATIONAL, INCORPORATED
BETAC CORPORATION
BETAC INTERNATIONAL CORPORATION
BIRCH & DAVIS HEALTH MANAGEMENT OF HAWAII, INC.
BIRCH & DAVIS HOLDINGS, INC.
BRC TECHNOLOGY SERVICES, INC.
CDSI EDUCATION SERVICES, INC.
CDSI INTERNATIONAL, INC.
CLINTON COMPUTER, INC.
CODERITE, INC.
CODESMITHS, INC.
COMPUTER DATA SYSTEMS SALES, INC.
COMPUTER SYSTEMS DEVELOPMENT, INC.
DIGITAL INFORMATION SYSTEMS COMPANY, LLC.
GENIX CSI, INC.
GOVERNMENT RECORDS SERVICES, INC.
LATRON COMPUTER SYSTEMS, INC.
LATRON HOLDINGS, INC.
LOGAN SERVICES, INC.
MEDIANET, INC.
MICAH TECHNOLOGY SERVICES, INC.
MIDASPLUS, INC.
PENNSYLVANIA ACCOUNTABLE HEALTH PLANS, INC.,
PRETS HOLDINGS, INC.
TENACITY MANUFACTURING COMPANY, INC.
TITLE RECORDS CORPORATION


                                Signature Page to
                              ACS Credit Agreement

<PAGE>   81



                               as Subsidiary Guarantors


                              By:
                                 --------------------------------------------
                                 Name: Nancy P. Vineyard, as Treasurer of each



                              SIGNATURE PAGE 1 OF 6


<PAGE>   82



                                  MG/A FIELDS ROAD LTD. PARTNERSHIP,
                                    as a Subsidiary Guarantor

                                  By:      ACS GOVERNMENT SERVICES, INC.,
                                             its General Partner

                                           By:
                                              ----------------------------------
                                              Name:  Nancy P. Vineyard
                                              Title: Treasurer


                              SIGNATURE PAGE 2 OF 6
<PAGE>   83



                                  FCTC TRANSFER SERVICES, L.P.,
                                    as a Subsidiary Guarantor

                                  By:
                                     ---------------------------------------
                                     Name:  Stuart Chagrin
                                     Title:  General Partner


                              SIGNATURE PAGE 3 OF 6
<PAGE>   84



                                  ACS PROPERTIES, INC.,
                                    as a Subsidiary Guarantor

                                  By:
                                     ---------------------------------------
                                     Name:  Richard Kitchen
                                     Title: Treasurer



                              SIGNATURE PAGE 4 OF 6
<PAGE>   85



                                  ACS MARKETING, LP,
                                    as a Subsidiary Guarantor

                                  By:      AFFILIATED COMPUTER SERVICES,
                                           INC., its General Partner

                                           By:
                                              ------------------------------
                                              Name:  Nancy P. Vineyard
                                              Title: Treasurer



                              SIGNATURE PAGE 5 OF 6

<PAGE>   86



                                  ACS STATE HEALTHCARE, LLC,
                                    as a Subsidiary Guarantor

                                  By:
                                     ---------------------------------------
                                     Name:  Elena Airaghi
                                     Title: Treasurer


                              SIGNATURE PAGE 6 OF 6