<PAGE>   1





                SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT


         THIS AMENDMENT is entered into as of August 10, 2001, between
AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("BORROWER"),
Lenders, WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent
(in such capacity, herein so called) and Co-Lead Arranging Agent for Lenders,
BANK ONE, N.A., as Syndication Agent and Co-Lead Arranging Agent for Lenders,
SUNTRUST BANK, as Documentation Agent for Lenders, and THE BANK OF
TOKYO-MITSUBISHI, LTD., as Co-Agent for Lenders, and Subsidiary Guarantors.

         Whereas, Borrower, Subsidiary Guarantors, Agents and Lenders are party
to the Credit Agreement (as renewed, extended, and amended, the "CREDIT
AGREEMENT") dated as of May 12, 2000, providing for a revolving credit facility
for general working capital, all more particularly described therein.

         Whereas, Borrower has proposed an Acquisition of Lockheed Martin IMS
Corporation ("IMS") for aggregate consideration (subject to working capital
adjustment) of $825,000,000, a portion of which shall be financed through a
senior bridge facility between Borrower, Subsidiary Guarantors, Bear Stearns
Corporate Lending Inc., as Administrative Agent ("IMS BRIDGE AGENT") and
Syndication Agent, Bear, Stearns & Co. Inc., as Bookrunner and Co-Lead Arranger,
Wells Fargo Bank Texas, National Association, as Co-Lead Arranger and
Documentation Agent, and certain other lenders.

         Whereas, the Acquisition of IMS shall be consummated in accordance with
the terms of a STOCK PURCHASE AGREEMENT (herein so called) dated June 18, 2001,
executed between Borrower, as purchaser, and Lockheed Martin Corporation ("LMC")
and Lockheed Martin Investments, Inc. ("LMII"; together with LMC, the
"SELLERS"), as the sellers, covering the Stock of IMS.

         Whereas, Borrower has requested certain amendments to, and consents
under, the Credit Agreement to facilitate both the Acquisition of IMS and the
IMS Bridge Facility.

Accordingly, for valuable and acknowledged consideration, Borrower,
Administrative Agent, and Required Lenders agree as follows:

1. TERMS AND REFERENCES. Unless otherwise stated in this amendment (a) terms
defined in the Credit Agreement have the same meanings when used in this
amendment and (b) references to "SECTIONS," "SCHEDULES," and "EXHIBITS" are to
the Credit Agreement's sections, schedules, and exhibits.

2. AMENDMENTS. The Credit Agreement is amended as follows:

       2.1 SECTION 1.1 is amended as follows:

          (a)       New definitions, "ADVANCE," "IMS," "IMS BRIDGE AGENT," "IMS
                    BRIDGE CREDIT AGREEMENT," "IMS BRIDGE FACILITY," "IMS BRIDGE
                    FACILITY DOCUMENTS," "INTERCREDITOR AGREEMENT,"
                    "INVESTMENT," and "SENIOR DEBT" are added to SECTION 1.1 to
                    read as follows:

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

                    (ii)      IMS means Lockheed Martin IMS Corporation.



                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT
<PAGE>   2

                    (iii)     IMS BRIDGE AGENT means Bear Stearns Corporate
                              Lending Inc., as Administrative Agent under the
                              IMS Bridge Credit Agreement.

                    (iv)      IMS BRIDGE CREDIT AGREEMENT means that certain
                              Credit Agreement dated August 10, 2001, executed
                              by Borrower, Subsidiary Guarantors, Bear Stearns
                              Corporate Lending Inc., as Administrative Agent
                              and Syndication Agent, Bear, Stearns & Co. Inc.,
                              as Bookrunner and Co-Lead Arranger, Wells Fargo
                              Bank Texas, National Association, as Co-Lead
                              Arranger and Documentation Agent, and certain
                              lenders.

                    (v)       IMS BRIDGE FACILITY means Debt incurred by
                              Borrower under the terms of the IMS Bridge Credit
                              Agreement in the maximum principal amount of
                              $650,000,000 for the purpose of financing
                              Borrower's Acquisition of IMS and payment of
                              related fees and expenses.

                    (vi)      IMS BRIDGE FACILITY DOCUMENTS means the IMS Bridge
                              Credit Agreement and all agreements, documents,
                              and instruments ever delivered under or in
                              connection with the IMS Bridge Facility in favor
                              of any lender thereto.

                    (vii)     INTERCREDITOR AGREEMENT means that certain
                              Intercreditor Agreement dated August 10, 2001,
                              executed among Wells Fargo Bank Texas, National
                              Association, in its capacity as "Collateral
                              Agent," Administrative Agent, the IMS Bridge Agent
                              and Borrower.

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

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

          (b)       The definition of "APPLICABLE MARGIN" is amended as follows:

                    (i)       PRICING GRID 1 and PRICING GRID 2 are amended and
                              restated in their entirety as follows:

PRICING GRID 1:

<Table>
<Caption>
MOODY'S RATING AND                                                APPLICABLE
S&P RATING,                                    APPLICABLE         MARGIN FOR      APPLICABLE
RESPECTIVELY -          FUNDED DEBT/           MARGIN FOR LIBOR   UTILIZATION     MARGIN FOR
BBB-, BAA3, OR LOWER    ADJUSTED EBITDA RATIO  LOANS              FEE             COMMITMENT FEE
--------------------    ---------------------  ----------------   -----------     --------------
<S>                     <C>                    <C>                <C>             <C>
Level 1                 <1.25                  .625%              .125%           .20%
--------------------    ---------------------  ----------------   -----------     --------------
Level 2                 >1.25 and <1.75        0.75%              .125%           .25%
                        -
--------------------    ---------------------  ----------------   -----------     --------------
Level 3                 >1.75 and <2.25        .875%              .125%           .25%
                        -
--------------------    ---------------------  ----------------   -----------     --------------
</Table>



                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT

                                       2
<PAGE>   3

<Table>
<S>                     <C>                    <C>                <C>             <C>
Level 4                 >2.25 and <2.75        1.0%               .125%           .30%
                        -
--------------------    ---------------------  ----------------   -----------     --------------
Level 5                 >2.75 and <3.00        1.125%             .125%           .30%
                        -
--------------------    ---------------------  ----------------   -----------     --------------
Level 6                 Ratio not applicable   1.250%             .175%           .30%
--------------------    ---------------------  ----------------   -----------     --------------
</Table>

PRICING GRID 2:

<Table>
<Caption>
MOODY'S RATING AND                                                APPLICABLE
S&P RATING,                                    APPLICABLE         MARGIN FOR      APPLICABLE
RESPECTIVELY -          FUNDED DEBT/           MARGIN FOR LIBOR   UTILIZATION     MARGIN FOR
BBB, BAA2, OR HIGHER    ADJUSTED EBITDA RATIO  LOANS              FEE             COMMITMENT FEE
--------------------    ---------------------- ----------------   -----------     --------------
<S>                     <C>                    <C>                <C>             <C>
Level 1                 <1.25                  .625%              0.0%            .20%
--------------------    ---------------------- ----------------   -----------     --------------
Level 2                 >1.25 and <1.75        .625%              .10%            .25%
                        -
--------------------    ---------------------- ----------------   -----------     --------------
Level 3                 >1.75 and <2.25        0.75%              .10%            .25%
                        -
--------------------    ---------------------- ----------------   -----------     --------------
Level 4                 >2.25 and <2.75        .875%              .125%           .30%
                        -
--------------------    ---------------------- ----------------   -----------     --------------
Level 5                 >2.75 and <3.00        1.125%             .125%           .30%
                        -
--------------------    ---------------------- ----------------   -----------     --------------
Level 6                 Ratio not applicable   1.250%             .175%           .30%
--------------------    ---------------------- ----------------   -----------     --------------
</Table>


                    (ii)      The paragraph immediately following PRICING GRID 2
                              is amended and restated in its entirety as
                              follows:

                              Commencing upon the closing of the Acquisition of
                              IMS and funding of the IMS Bridge Facility, the
                              Applicable Margin in each Pricing Grid referenced
                              above (herein so called) shall be Level 6 until
                              the date of full and final payment and
                              extinguishment of the IMS Bridge Facility and,
                              notwithstanding anything contained herein to the
                              contrary, the Funded Debt/Adjusted EBITDA Ratio
                              shall be calculated on such date on a pro forma
                              basis after giving effect to the final payment of
                              the Bridge Facility and based upon the Companies'
                              Financials then most recently delivered to Lenders
                              under SECTION 8.1 to determine the Applicable
                              Margin to be charged on and after such date until
                              the next quarterly calculation.

          (c)       The definition of "CURRENT MATURITIES OF LONG-TERM DEBT" is
                    amended and restated in its entirety as follows:

                    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 twelve
                    (12) months of such date but excluding: (a) the Revolving
                    Facility; and (b) the IMS Bridge Facility.

          (d)       The definition of "FOREIGN STOCK PLEDGE" is amended and
                    restated in its entirety as follows:

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



                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT

                                       3
<PAGE>   4

          (e)       The definition of "MATERIAL ADVERSE EVENT" is amended and
                    restated in its entirety as follows:

                    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 (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 or condition (financial or
                    otherwise) of the Borrower individually, or the Companies as
                    a whole, since June 30, 2001 (assuming Borrower's
                    Acquisition of IMS had been consummated on such date).

          (f)       The definition of NON-GUARANTEEING SUBSIDIARIES is amended
                    and restated in its entirety as follows"

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

          (g)       The definition of PERMITTED ACQUISITION is amended as
                    follows:

                    (i)       SUBPARAGRAPH (a) is amended as follows:

                              (A)       The lead in clause to SUBPARAGRAPH (a)
                                        to this definition is amended and
                                        restated as follows:

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

                              (B)       SUBPARAGRAPH (a)(iv)(a) is amended and
                                        restated in its entirety as follows:

                                        (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

                              (C)       SUBPARAGRAPH (a)(vii) is amended and
                                        restated in its entirety as follows:

                                        (vii) to the extent required to comply
                                        with SECTIONS 5.1(a) or (b),
                                        Administrative Agent shall have
                                        received, in form and substance
                                        satisfactory to 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 its Acquisition, or
                                        (ii) with respect to any Foreign


                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT

                                       4

<PAGE>   5

                                        Subsidiary, a Foreign Stock Pledge,
                                        within sixty (60) days after the date of
                                        its Acquisition; and

                              (D)       The word "and" is added to the end of
                                        SUBPARAGRAPH (B); and

                    (ii)      A new SUBPARAGRAPH (c) is added which reads as
                              follows:

                              (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.

          (h)       The definition of "PERMITTED DEBT" is amended as follows:

                    (i)       SUBPARAGRAPH (f) is amended and restated in its
                              entirety as follows:

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

                    (ii)      SUBPARAGRAPHS (h) and (i) are amended and restated
                              in their entirety as follows:

                              (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 which are no
                              less favorable to the Credit Parties than those
                              which are customary for high-yield subordinated
                              debt securities;

                              (i) Debt arising under the IMS Bridge Credit
                              Agreement (and any refinancings thereof
                              consummated in compliance with SECTION 8.6),
                              provided that the aggregate outstanding principal
                              amount of such Debt may not exceed $650,000,000;

                    (iii)     New SUBPARAGRAPHS (j) and (k) are added which
                              shall read as follows:

                              (j) Debt (other than other Permitted Debt) arising
                              as a result of a Lien described in SUBPARAGRAPH
                              (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 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 IMS Bridge
                              Facility at the time such Debt is issued, plus
                              (ii) the outstanding principal amount of any
                              Accounts Receivable Financing permitted by SECTION
                              9.10(c) at the time such Debt is issued, plus
                              (iii) the aggregate outstanding principal amount
                              of any other



                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT

                                       5

<PAGE>   6



                              Debt (not otherwise permitted under this
                              definition) at the time such Debt is issued, does
                              not exceed the Other Debt Basket at such time.


                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT

                                       6

<PAGE>   7


          (i)       The definition of "PERMITTED LIENS" is amended as follows:

                    (i)       The word "and" at the end of SUBPARAGRAPH (j) is
                              deleted;

                    (ii)      The period at the end of SUBPARAGRAPH (k) is
                              replaced with a semi-colon; and

                    (iii)     New SUBPARAGRAPHS (l) and (m) are added which
                              shall read as follows:

                              (l) Liens assumed in connection with any Permitted
                              Acquisition, which Liens are in existence at the
                              time of such Permitted Acquisition, not created in
                              contemplation of such Permitted Acquisition, and
                              do not cover any assets other than the 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 (or
                              such Lien is otherwise permitted under any other
                              clause of this definition); and

                              (m) Liens securing the IMS Bridge Facility only to
                              the extent such Liens are pari passu in all
                              respects with Lender Liens (subject to the terms
                              and conditions of the Intercreditor Agreement) and
                              such Liens attach only to those assets covered by
                              the Lender Liens.

          (j)       The definition of "SECURITY DOCUMENTS" is amended and
                    restated in its entirety as follows:

                              SECURITY DOCUMENTS means, collectively, any
                    Foreign Stock Pledge substantially in the form of EXHIBIT G
                    (or in such other form as may be acceptable to
                    Administrative Agent), together with all related financing
                    statements and stock powers, in form and substance
                    satisfactory to 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.

          (k)       The definition of "SUBORDINATED NOTES" is amended and
                    restated in its entirety as follows:

                              SUBORDINATED NOTES means, collectively, (i)
                    Borrower's 4% Convertible Subordinated Notes Due March 15,
                    2005, in the principal amount of $230,000,000; (ii)
                    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 Borrower in exchange for those notes if
                    the notes so issued are subject to the same terms as the
                    original Subordinated Notes.

          (l)       The definition of "SUBSIDIARY GUARANTORS" is amended and
                    restated in its entirety as follows:

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


                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT

                                       7

<PAGE>   8


       2.2 SECTION 2.1(c) is amended and restated in its entirety as follows:

          (c)       Borrower may direct all or part of any Borrowing to, or
                    direct the issuance of LCs for the account of:

                    (i)       Domestic Subsidiaries which are Subsidiary
                              Guarantors;

                    (ii)      Foreign Subsidiaries which are Subsidiary
                              Guarantors or the subject of a Foreign Stock
                              Pledge, provided that the then-outstanding amount
                              of all such Borrowings, and the undrawn face
                              amount of LCs so issued, to such Foreign
                              Subsidiaries (which Borrowings have not been
                              repaid to the Borrower by such Foreign
                              Subsidiaries, or which LCs have not expired or
                              been cancelled) do not at the time of such
                              Borrowing or issuance exceed: (A) with respect to
                              any such individual Foreign Subsidiary, fifteen
                              percent (15%) of the Companies' Adjusted EBITDA
                              (based on the twelve (12) calendar months most
                              recently then-ended (for which financial
                              statements are available) prior to the date of
                              determination), and (B) with respect to all such
                              Foreign Subsidiaries, twenty-five percent (25%) of
                              the Companies' Adjusted EBITDA (based on the
                              twelve (12) calendar months most recently
                              then-ended (for which financial statements are
                              available) prior to the date of determination)
                              calculated;

                    (iii)     any other Person (including but not limited
                              Non-Guaranteeing Subsidiaries) provided that the
                              then outstanding amount of all such Borrowings and
                              LCs so issued (which have not been repaid to the
                              Borrower by such Foreign Subsidiaries or which LCs
                              have not terminated or expired, as applicable) do
                              not at the time of such Borrowing or issuance
                              exceed: (A) with respect to any such other Person,
                              seven and one-half percent (7.5%) of the
                              Companies' Adjusted EBITDA (based on the twelve
                              (12) calendar months most recently then-ended (for
                              which financial statements are available) prior to
                              the date of determination), and (B) with respect
                              to all such other Persons, fifteen percent (15%)
                              of the Companies' Adjusted EBITDA (based on the
                              twelve (12) calendar months most recently
                              then-ended (for which financial statements are
                              available) prior to the date of determination);
                              and

       2.3 SECTION 4.5(a) is amended and restated in its entirety as follows:

          (a)       For so long as the IMS Bridge Facility remains unpaid, the
                    product of (i) the Applicable Margin for Utilization Fee,
                    times (ii) the daily Commitment Usage for each day, divided
                    by (iii) 360; and

       2.4 SECTION 5.1 is amended as follows:

          (a)       SECTIONS 5.1(b) and (c) are amended and restated in their
                    entirety as follows:

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

                              (i)       the Net Worth of Non-Guaranteeing
                                        Subsidiaries: (A) exceeds, with respect
                                        to any individual Non-Guaranteeing
                                        Subsidiary, five percent



                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT

                                       8

<PAGE>   9

                                        (5%) of Total Net Worth, or (B) exceeds,
                                        with respect to Non-Guaranteeing
                                        Subsidiaries in the aggregate, ten
                                        percent (10%) of Total Net Worth; or

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

                              THEN, Borrower shall, within fifteen (15) days of
                              such determination, either (x) cause a sufficient
                              number of Non-Guaranteeing Subsidiaries to become
                              Subsidiary Guarantors such that none of the
                              thresholds in CLAUSES (I) or (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) or
                              (II) above are exceeded.

                    (c)       IF, (i) as a result of any disposition permitted
                              under SECTION 9.10, more than 50% of the Voting
                              Stock of a Subsidiary Guarantor (or a Foreign
                              Subsidiary the Stock of which is the subject of 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 the subject of a
                              Foreign Stock Pledge) is the subject of a
                              Permitted IPO, THEN 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.

          (b)       A new SECTION 5.1(d) is added as follows:

                    (d)       Borrower shall not cause a Subsidiary to guarantee
                              the IMS Bridge Facility, or create (or cause to be
                              created) any Lien to secure the IMS Bridge
                              Facility 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
                              Lenders (any such security interest to be shared
                              equally and ratably in accordance with the
                              Intercreditor Agreement).

       2.5 SECTION 8.6 is amended and restated in its entirety as follows:

                    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 any other Debt owed to any Person other
          than Senior Lenders (hereafter defined), 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), provided, however, IF the Borrower desires to renew,
          extend, repay or refinance the IMS Bridge Facility with Senior Debt
          THEN, Borrower may do so only if: (a) after giving effect to such
          renewal, extension, repayment or refinancing, (i) Borrower is in pro
          forma compliance with the financial covenants set forth in SECTION 10;
          and (ii) the Funded Debt/Adjusted EBITDA Ratio is less than 3.00; (b)
          the maturity of such Senior Debt extends for at least one year after
          the Maturity Date; (c) no Default or Potential Default is then in
          existence and continuing; and (d) at least



                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT

                                       9

<PAGE>   10

          five (5) days prior to such renewal, extension repayment or
          refinancing, Borrower has delivered to Administrative Agent a
          certificate executed by a Responsible Officer certifying as true and
          correct, or demonstrating (as applicable), the foregoing clauses (A)
          through (C). For purposes of this SECTION 8.6, "Senior Lenders" means
          the Lenders and the lenders under the IMS Bridge Facility.

       2.6 SECTION 8.8 is amended to add the following parenthetical phrase at
the end of CLAUSE (A), "(except as otherwise permitted under SECTIONS 9.10 and
9.11)".

       2.7 SECTION 9.3(a) is amended and restated in its entirety as follows:

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


                    (i)       Advances among Companies and other Persons as set
                              forth below:

                              (A)       Advances BETWEEN (x) Borrower or any
                                        Subsidiary Guarantor, AND (y) Domestic
                                        Subsidiaries that are Subsidiary
                                        Guarantors;

                              (B)       Advances BETWEEN (x) 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
                                        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 Borrower or any
                                        Subsidiary Guarantor, TO:

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

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

                              (C)       Advances BETWEEN (x) Borrower, any
                                        Subsidiary Guarantor, or any Foreign
                                        Subsidiary the subject of a Foreign
                                        Stock Pledge, AND (y) any other Person,
                                        provided that Borrower, any such
                                        Subsidiary Guarantor, or any such
                                        Foreign Subsidiary, may not make an
                                        Advance to any such Person if, at the
                                        time of making such Advance, the amount
                                        of aggregate unpaid Advances made BY
                                        Borrower, any Subsidiary Guarantor or
                                        any such Foreign Subsidiary, TO:

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



                                                            SECOND AMENDMENT TO
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                                       10

<PAGE>   11

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

                              (D)       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;

                              (E)       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;

                    (ii)      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;

                    (iii)     notes received by a Company as consideration from
                              an asset disposition permitted under SECTION 9.10;

                    (iv)      Advances existing on the Closing Date and
                              identified on SCHEDULE 9.2, and renewals and
                              extensions (but no increases) thereof;

                    (v)       Advances resulting from Investments permitted
                              under SECTION 9.3(b)(xix) and (xx); and

                    (vi)      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 Borrower and its consolidated
                              Subsidiaries at such time, minus (ii) the
                              principal amount then outstanding under the
                              Revolving Facility.

       2.8 SECTION 9.3(b) is amended as follows:

          (a)       the beginning phrase is deleted and replaced with the
                    following:

                    "No Company may, directly or indirectly, make any
                    Acquisition, or any Investment (other than Advances which
                    are governed by SECTION 9.3(a) above) in any Person, other
                    than";

          (b)       The text in SECTION 9.3(b)(xii) is replaced with the phrase
                    "[Intentionally Deleted]".


                                                            SECOND AMENDMENT TO
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                                       11

<PAGE>   12


          (c)       SECTIONS 9.3(b)(xiii), (xiv), (xv), (xvi) and (xvii) are
                    amended and restated in their entirety as follows:

                    (xiii) Investments in Subsidiary Guarantors; (xiv)
                    Investments in Non-Guaranteeing Subsidiaries provided that
                    neither 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 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 instance the calculation
                    of 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; (xv) Permitted Acquisitions; (xvi)
                    Investments in Subsidiaries formed after the Closing Date
                    provided each such Subsidiary complies with SECTION 8.14;
                    (xvii) (A) in addition to Permitted Acquisitions, Stock
                    acquired by any Company in any other Person, and/or (B)
                    Investment in any Foreign Subsidiary subject to a Foreign
                    Stock Pledge; provided that at the time such Stock is
                    acquired, or such 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 the Closing
                    Date, plus (Y) the aggregate of all such Investments
                    (excluding Investments otherwise permitted in this SECTION
                    9.3(b)) made in Foreign Subsidiaries subject to a Foreign
                    Stock Pledges since the Closing Date, does not exceed (Z)
                    20% of Total Net Worth (calculated on a proforma basis
                    including such Stock which is the subject of the acquisition
                    or including such Investments being made in such Foreign
                    Subsidiaries);

          (d)       SECTION 9.3(b) is amended by adding the following new
                    provisions:

                    (xviii) 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;

                    (xix) Investments in securities of trade creditors,
                    wholesalers, suppliers, or customers received pursuant to
                    any plan of reorganization or similar arrangement; and

                    (xx) 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.

       2.9 SECTION 9.4(b) is amended and restated in its entirety as follows:

          (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) any arrangement or
                    agreement relating to Senior Debt which is Permitted Debt,
                    and (v) Debt permitted under



                                                            SECOND AMENDMENT TO
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                                       12

<PAGE>   13

                    SUBPARAGRAPH (h) of the definition of Permitted Debt
                    (provided the arrangements and agreements evidencing such
                    Debt permit all Senior Debt (and any refinancings thereof or
                    increases thereto) to be secured by Liens).

       2.10 SECTION 9.8 is amended as follows:

          (a)       SUBPARAGRAPH (a) is deleted and replaced with the phrase
                    "[Intentionally Deleted]".

          (b)       SUBPARAGRAPH (b) is amended and restated in its entirety as
                    follows:

                    (b) Borrower may not, nor may 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
                    Borrower, (ii) as permitted under SECTION 9.10, or (iii)
                    Stock under existing employee-stock option plans of
                    Borrower.

       2.11 SECTION 9.9(c) is amended and restated in its entirety as follows:

          (c)       Subsidiaries may (i) declare dividends (subject to
                    applicable Law) to Borrower or another Subsidiary from time
                    to time, or make Advances in compliance with SECTION 9.3.

       2.12 SECTION 9.10 is amended as follows:

          (a)       SUBPARAGRAPH (d) is amended as follows:

                    (i)       The phrase "in the aggregate" immediately prior to
                              SUBPARAGRAPH (i) is deleted;

                    (ii)      SUBPARAGRAPH (ii) is amended and restated in its
                              entirety as follows:

                              (ii) exceed in the aggregate for all such
                              dispositions during each fiscal year thereafter,
                              ten percent (10%) of Borrower's Net Worth for the
                              immediately preceding fiscal year, plus 10% of the
                              amount of any equity issuance since the end of the
                              prior fiscal year;

          (b)       SUBPARAGRAPH (e) is amended and restated in its entirety as
                    follows:

                    (e) a Permitted IPO; or

          (c)       A new SUBPARAGRAPH (f) is added, which shall read as
                    follows:

                    (f)       issuances, sales and other dispositions of Stock
                              of a Subsidiary permitted under SECTION 9.8(b)(i).


                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT


                                       13

<PAGE>   14


       2.13 SECTION 9.11 is amended and restated in its entirety as follows:

                    9.11 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 SECTIONS 9.8(b) or 9.10,
          (ii) any merger or consolidation of a Subsidiary into another
          Subsidiary or into Borrower, (iii) any liquidation, dissolution or
          conversion of a Subsidiary, or (iv) a Permitted Acquisition structured
          as a merger with Borrower, provided Borrower is the surviving entity
          (after giving effect to the merger).

       2.14 SECTION 9.14 is amended and restated in its entirety as follows:

                    9.14 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.

       2.15 SECTION 9.18 is amended as follows:

          (a)       The word "and" is deleted from the end of CLAUSE (b) and
                    added to the end of CLAUSE (c); and

          (b)       A new CLAUSE (d) is added which reads as follows:

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

       2.16 SECTION 10.1(c) is amended and restated in its entirety as follows:

          (c)       fifty percent (50%) of the gross proceeds of any Subject
                    Securities Issuance (including changes in Net Worth due to
                    any conversions of Debt permitted under CLAUSE (h) of the
                    definition of Permitted Debt to Stock of the Borrower, but
                    excluding gross proceeds received from the exercise of
                    Rights under existing employee stock option plans of
                    Borrower) occurring following the Closing Date, plus



                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT

                                       14

<PAGE>   15


       2.17 SECTION 10.2 is amended and restated in its entirety as follows:

                    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 time periods indicated:


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

2.18      SECTION 11.10 is amended to delete the parenthetical phrase before
          SUBPARAGRAPH (a) and replace it with the following: "(other than the
          Obligation, Debt arising under the IMS Bridge Credit Agreement, and
          Debt arising under the Subordinated Notes)"

2.19      SECTION 11.14(b)(ii) is amended by replacing the term "Debt" with
          "Material Agreement."

2.20      SECTION 11.16 is amended and restated in its entirety as follows:

                    11.16 IMS Bridge Facility Documents and Subordinated Notes.
          With respect to the IMS Bridge Facility 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).

2.21      The schedules and exhibits to the Credit Agreement are amended as
          follows:

          (a)       EXHIBIT C-4 (Compliance Certificate) is entirely amended in
                    the form of - and all references in the Credit Agreement to
                    EXHIBIT C-4 are changed to - the attached AMENDED EXHIBIT
                    C-4.

          (b)       A new EXHIBIT G Pledge Agreement (Foreign Stock Pledge) is
                    added to the Credit Agreement in the form of the attached
                    EXHIBIT G.

          (c)       SCHEDULES 7.3, 7.7, 7.8, 7.14, 7.18, 7.23, and 9.2 are
                    entirely amended in the form of - and all references in the
                    Credit Agreement to such schedules are changed to - the
                    following:

                    AMENDED SCHEDULE 7.3     -     Companies and Names
                    AMENDED SCHEDULE 7.7     -     Company Solvency Schedule
                    AMENDED SCHEDULE 7.8     -     Litigation



                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT

                                       15

<PAGE>   16


                    AMENDED SCHEDULE 7.14    -     Affiliate Transactions
                    AMENDED SCHEDULE 7.18    -     Intellectual Property Claims
                    AMENDED SCHEDULE 7.23    -     Contingent Earn-Out Payments
                    AMENDED SCHEDULE 9.2     -     Permitted Debt

3. CONSENT. In addition to the foregoing amendments, and subject to the terms
and conditions contained in this amendment, Administrative Agent and Required
Lenders consent to the following:

          3.1       Borrower's Acquisition of IMS pursuant to the terms and
                    conditions contained in the Stock Purchase Agreement,
                    provided that the Acquisition (a) has been approved and
                    recommended by the board of directors of IMS, and (b) is
                    consummated on or before October 31, 2001.

          3.2       Borrower's incurrence of Debt under the IMS Bridge Credit
                    Agreement (and any refinancing of such Debt in accordance
                    with SECTION 8.6). The parties hereto acknowledge that the
                    IMS Bridge Credit Agreement is in compliance with SECTION
                    7.22.

          3.3       With respect to Borrower's outstanding 4% Convertible
                    Subordinated Notes due March 15, 2005 (the "4% NOTES"), and
                    notwithstanding anything to the contrary in the Credit
                    Agreement, the induced conversion of the 4% Notes by
                    Borrower by either (i) increasing the amount of Stock
                    issuable upon conversion of the 4% Notes by adjusting the
                    "Conversion Price" (as defined in the related Indenture
                    dated as of March 20, 1998, [as in effect on the date
                    hereof; the "4% INDENTURE"]), or (ii) issuing a notice of
                    redemption under the 4% Indenture (and repurchasing the 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 Borrower's common
                              stock on the New York Stock Exchange for the
                              immediately preceding thirty (30) calendar 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 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 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" (as defined in the 4%
                              Indenture) (and 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)
                              Borrower shall have arranged financing to pay the
                              Redemption Price on terms and conditions
                              satisfactory to the Administrative Agent.

          3.4       The Intercreditor Agreement, and the appointment therein of
                    Wells Fargo Bank Texas, National Association, as "Collateral
                    Agent" for the Lenders, and lenders under the IMS Bridge
                    Credit Agreement.



                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT

                                       16

<PAGE>   17


4. CONDITIONS PRECEDENT. This amendment shall become effective upon satisfaction
in full of each of the following conditions precedent, each in a manner
satisfactory to the Administrative Agent and Required Lenders in their sole
discretion:

          4.1       Required Lenders' receipt and satisfaction (as evidenced by
                    their execution of this amendment) with any and all
                    financial information delivered to the IMS Bridge Agent,
                    including (but not limited to) the following:

                    (a)       Audited consolidated financial statements of IMS
                              and Borrower for the two most recent fiscal years
                              ended prior to the closing date of the Acquisition
                              as to which such financial statements are
                              available;

                    (b)       Unaudited interim consolidated financial
                              statements (which shall include the Financials of
                              the Borrower dated as of June 30, 2001 and, in the
                              case of such Financials, shall have been reviewed
                              by Borrower's independent accountants) of Borrower
                              for each quarterly period ended subsequent to the
                              date of the latest financial statements of
                              Borrower;

                    (c)       Unaudited interim consolidated balance sheet and
                              income statement of IMS for the five (5) month
                              period ending May 31, 2001 (or the six (6) month
                              period ended June 30, 2001, if available), and for
                              each fiscal month thereafter as to which such
                              financial statements are available;

                    (d)       A pro forma consolidated balance sheet of the
                              Borrower as of June 30, 2001, adjusted to give
                              effect to the consummation of the Acquisition and
                              the financings contemplated hereby as if such
                              transactions had occurred on such date;

                    (e)       A pro forma calculation of the EBITDA of IMS for
                              the twelve (12) 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 Securities Act of 1933,
                              as amended; and

                    (f)       Financial projections for the Borrower for fiscal
                              years ended June 30, 2002 and June 30, 2003.

          4.2       Administrative Agent's and Required Lenders' receipt, and
                    satisfaction (as evidenced by their execution of this
                    amendment) with the Stock Purchase Agreement and the other
                    documents governing the Acquisition of IMS, including
                    purchase and sale documentation, covenants not to compete,
                    indemnities provided to Borrower, and opinions of counsel
                    (which shall provide customary assurances regarding the
                    legal status and authority of Borrower, Sellers, and IMS,
                    and their respective Subsidiaries, regulatory matters
                    related thereto, and the Acquisition of the Stock of IMS,
                    the validity and enforceability of the transaction, and
                    assurances that Borrower shall have acquired all the Stock
                    of IMS);

          4.3       Administrative Agent's and Required Lenders' receipt, and
                    satisfaction (as evidenced by their execution of this
                    amendment) with the form and substance of, the IMS Bridge
                    Facility Documents, including the Intercreditor Agreement;

          4.4       Contemporaneously with the effectiveness of this amendment:



                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT

                                       17

<PAGE>   18



                    (a)       Execution and delivery of the IMS Bridge Credit
                              Agreement by each of the parties thereto
                              (including - without limitation - Borrower), and
                              satisfaction of all of the conditions contained
                              therein; and

                    (b)       Borrower's Acquisition of the Stock of IMS in
                              accordance with the terms of the Stock Purchase
                              Agreement, PROVIDED: (i) Administrative Agent
                              shall have received satisfactory evidence of the
                              consummation of such Acquisition; and (ii) such
                              consummation occurs on or before October 31, 2001;
                              and

          4.5       Administrative Agent's receipt of: (i) counterparts of this
                    amendment executed by Borrower, Subsidiary Guarantors and
                    Required Lenders; (ii) such documents and instruments as it
                    shall require to evidence the joinder of IMS to the
                    Subsidiary Guaranty (in form and substance acceptable to
                    Administrative Agent); (iii) an amendment fee for the
                    account of each of the Lenders executing this amendment
                    equal to 0.25% of the Commitment of each consenting Lender
                    (PROVIDED, THAT, if the Acquisition of IMS is not
                    consummated on or before October 31, 2001, such amendment
                    fee (if previously paid) shall be fully refunded to
                    Borrower); (iv) payment of fees and expenses incurred by
                    Administrative Agent and its counsel in connection with the
                    preparation, negotiation and execution of this amendment,
                    and (v) each document and other item listed on the attached
                    ANNEX A.

5. COVENANTS. Borrower covenants and agrees with the Credit Parties that, upon
consummation of the Stock Purchase Agreement, Borrower shall have acquired good
title, free and clear of all Liens, to the Stock of IMS.

6. RATIFICATIONS. Borrower (a) ratifies and confirms all provisions of the Loan
Documents, (b) ratifies and confirms that all guaranties in favor of the Lenders
under the Loan Documents (including, but not limited to, the Subsidiary
Guaranty) are not released, reduced, or otherwise adversely affected by this
amendment and continue to guarantee and assure full payment and performance of
the present and future Obligation, and (c) agrees to perform such acts and duly
authorize, execute, acknowledge, deliver, file, and record such additional
documents, and certificates as Administrative Agent, or any Lender, may
reasonably request in order to create, perfect, preserve, and protect those
guaranties and assurances.

7. REPRESENTATIONS. Borrower represents and warrants to Lenders that as of the
date of this amendment and as of the date of Borrower's Acquisition of IMS:

          7.1       All representations and warranties in the Loan Documents are
                    true and correct in all material respects except to the
                    extent that (i) any of them speak to a different specific
                    date, or (ii) the facts on which any of them were based have
                    been changed by transactions contemplated or permitted by
                    the Credit Agreement or this amendment;

          7.2       No Material Adverse Event, Default or Potential Default
                    exists;

          7.3       With respect to Borrower's Acquisition of IMS: (i) the
                    making and performance of the related acquisition
                    agreements, 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; (ii) after giving
                    effect to this amendment (A) no event has occurred or
                    circumstance



                                                            SECOND AMENDMENT TO
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                                       18

<PAGE>   19


                    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, Borrower's Acquisition of IMS; (iii) after
                    Borrower's Acquisition of IMS, IMS shall be a Wholly-Owned
                    Subsidiary of Borrower; (iv) the representations and
                    warranties set forth in the Loan Documents are (or will be)
                    true and correct in all material respects, immediately prior
                    to, and after giving effect to, the Acquisition of IMS, and
                    the transactions contemplated thereby; and (v) after giving
                    effect to Borrower's Acquisition of IMS, the Companies, on a
                    consolidated basis, are Solvent.

8. MISCELLANEOUS. This amendment is one of the "LOAN DOCUMENTS" referred to in
the Credit Agreement, and the provisions relating to Loan Documents in SECTIONS
1 and 14 are incorporated in this amendment by reference. The Credit Agreement
is unchanged and continues in full force and effect. This amendment may be
executed in any number of counterparts 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. This amendment binds and
inures to each of the undersigned and their respective successors and permitted
assigns. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
CONCERNING THE MATTERS CONTAINED HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


                     [REMAINDER OF PAGE INTENTIONALLY BLANK;
                             SIGNATURE PAGES FOLLOW]



                                                            SECOND AMENDMENT TO
                                                   CREDIT AGREEMENT AND CONSENT

                                       19

<PAGE>   20


                                     ANNEX A

                               CLOSING CONDITIONS

   (ALL DOCUMENTS DATED AS OF AUGUST 10, 2001 (THE "EXECUTION DATE"), UNLESS
                              OTHERWISE SPECIFIED)


1.        AFTER-ACQUIRED SUBSIDIARY GUARANTY dated as of August 24, 2001,
          executed by IMS in favor of Administrative Agent, together with:

                    (a)       A formation, existence and good standing
                              certificate from the applicable Tribunal
                              (customarily issuing such certificates) of the
                              jurisdiction of organization of IMS; and

                    (b)       An Officers' Certificate executed by the Treasurer
                              and Secretary of IMS certifying (i) its
                              Constituent Documents, (ii) resolutions of its
                              board of directors approving and authorizing the
                              execution, delivery, and performance of the
                              After-Acquired Subsidiary Guaranty, and (iii)
                              signatures and incumbency of its officers.

2.        OFFICERS' CERTIFICATE executed by the Treasurer and Secretary of
          Borrower, certifying resolutions adopted by Borrower's directors
          covering this amendment and the Acquisition of IMS, incumbency of
          certain officers of Borrower, and Borrower's Constituent Documents,
          attached to which are:

                    Annex A   -   Resolutions
                    Annex B   -   Articles of Incorporation
                    Annex C   -   Bylaws

3.        OFFICERS' CERTIFICATES executed by the Treasurer and Secretary of each
          Subsidiary Guarantor certifying resolutions adopted by each such
          Subsidiary Guarantor covering this amendment, incumbency of certain of
          their respective officers, their Constituent Documents, attached to
          which are:

                    Annex A   -   Resolutions
                    Annex B   -   Articles or Certificate of Incorporation
                    Annex C   -   Bylaws

4.        CERTIFICATES OF EXISTENCE, AND GOOD STANDING for Borrower and each
          Subsidiary Guarantor as of a date within 30 days of the Execution
          Date, issued by the appropriate offices in the jurisdiction of each of
          those Companies' incorporation.

5.        Legal Opinion of William Deckelman, Jr., General Counsel to the
          Companies, dated August 24, 2001, addressed to Administrative Agent
          and Lenders, and in form and substance acceptable to Administrative
          Agent.

6.        Legal Opinion of Baker & Botts, L.P., counsel to the Companies, dated
          August 24, 2001, addressed to Administrative Agent and Lender, and in
          form and substance acceptable to Administrative Agent.

7.        Such other agreements, documents, instruments, and items as
          Administrative Agent may request.


                                                                       ANNEX A

<PAGE>   21






       Signature Page to that certain Second Amendment to Credit Agreement and
Consent dated as of the date first set forth above, between AFFILIATED COMPUTER
SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLS
FARGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent and Co-Lead
Arranging Agent for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead
Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders,
THE BANK OF TOKYO-MITSUBISHI, LTD., as Co_Agent for Lenders, and Subsidiary
Guarantors.

<Table>
<S>                                               <C>
2828 North Haskell                                AFFILIATED COMPUTER SERVICES, INC.,
Dallas TX  75204                                  as Borrower
Attn:  Nancy P. Vineyard,
       Senior Vice President Treasurer
       Fax: (214) 824-2565                        By   /s/ Nancy P. Vineyard
                                                       --------------------------------------------
                                                       Nancy P. Vineyard, Senior Vice President
                                                       and Treasurer

1445 Ross Avenue, 3rd Floor                       WELLS FARGO BANK TEXAS, NATIONAL
Dallas, TX  75202                                 ASSOCIATION, as Administrative Agent, Co-Lead
Attn:  Zachary S. Johnson,                        Arranging Agent and a Lender
       Vice President
       Fax:  (214) 969-0370                       By   /s/ Zachary S. Johnson
                                                       --------------------------------------------
                                                       Zachary S. Johnson, Vice President


1717 Main Street, 4th Floor                       BANK ONE, N.A., as Syndication Agent, Co-Lead
Dallas, TX  75201                                 Arranging Agent, and a Lender
Attn:  Thomas Freas,
       Managing Director
       Fax:  (214) 290-2765                       By   /s/ William B. Winters
                                                       --------------------------------------------
                                                       William B. Winters, Director


303 Peachtree Street, 3rd Floor                   SUNTRUST BANK,
Mail Code 1929                                    as Documentation Agent and a Lender
Atlanta, GA  30308
Attn:  Frank A. Coe,
       Vice President                             By   /s/ Frank A. Coe
       Fax:  (404) 658-4905                            --------------------------------------------
                                                       Frank A. Coe, Vice President


2001 Ross Ave., Suite 3150                        THE BANK OF TOKYO-MITSUBISHI, LTD,
Dallas, TX  75201                                 as Co-Agent and a Lender
Attn:  Doug Barnell/John M. Mearns,
       Vice Presidents
       Fax:  (214) 954-1007                       By   /s/ Doug Barnell
                                                       --------------------------------------------
                                                       Doug Barnell, Vice President

                                                       /s/ John M. Mearns
                                                       --------------------------------------------
                                                       John M. Mearns, Vice President and Manager
</Table>


                             Signature Page 1 of 7

<PAGE>   22



       Signature Page to that certain Second Amendment to Credit Agreement and
Consent dated as of the date first set forth above, between AFFILIATED COMPUTER
SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLS
FARGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent and Co-Lead
Arranging Agent for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead
Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders,
THE BANK OF TOKYO-MITSUBISHI, LTD., as Co_Agent for Lenders, and Subsidiary
Guarantors.

<Table>
<S>                                               <C>
2200 Ross Avenue, 6th Floor                       CHASE BANK OF TEXAS, NATIONAL
Dallas, TX 75201                                  ASSOCIATION, as a Lender
Attn:  Mae K. Reeves,
       Vice President Group Manager
       Fax:  (214) 965-2884                       By   /s/ Mae Reeves
                                                       --------------------------------------------
                                                       Mae Reeves, Vice President


609 Fifth Avenue                                  DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
New York, NY  10017-1021                          AG, as a Lender
Attn:  William D. Casey,
       Vice President
       Fax:  (212) 745-1556                       By   /s/ Bernd-Henrik Franke
                                                       --------------------------------------------
                                                       Bernd-Henrik Franke, Vice President


                                                  By   /s/ Ronald Matossian
                                                       --------------------------------------------
                                                       Ronald Matossian, Vice President


601 108th Avenue Northeast                        KEYBANK NATIONAL ASSOCIATION, as a Lender
Bellevue, WA 98004
Attn:  Thomas A. Crandell,
       Senior Vice President                      By  /s/ Thomas A. Crandell
       Fax:  (425) 709-4565                           --------------------------------------------
                                                      Thomas A. Crandell, Senior Vice President


4100 Spring Valley, Suite 400                     COMERICA BANK, as a Lender
Dallas, TX  75244
Attn:  Carol S. Geraghty,                         By  /s/ Mark B. Grover
       Vice President,                                --------------------------------------------
       US Banking Department                          Mark B. Grover, First Vice President
       Fax:  (972) 361-2550


One World Trade Center, 49th Floor                THE DAI-ICHI KANGYO BANK, LTD., as a Lender
New York, NY  10048
Attn:  Nancy Stengel                              By  /s/ Nancy Stengel
       Vice President                                 --------------------------------------------
       Fax:  (212) 912-1879                           Nancy Stengel, Vice President
</Table>




                             Signature Page 2 of 7

<PAGE>   23


       Signature Page to that certain Second Amendment to Credit Agreement and
Consent dated as of the date first set forth above, between AFFILIATED COMPUTER
SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLS
FARGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent and Co-Lead
Arranging Agent for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead
Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders,
THE BANK OF TOKYO-MITSUBISHI, LTD., as Co_Agent for Lenders, and Subsidiary
Guarantors.

<Table>
<S>                                               <C>
Two World Trade Center, 79th Floor                THE FUJI BANK, LIMITED, as a Lender
New York, NY  10048
Attn: Robert Haviken                              By  /s/ Yuji Tanaka
      Fax: (212) 321-9407                             --------------------------------------------
                                                      Yuji Tanaka, Vice President and Manager


27777 Inkstar Rd.                                 MICHIGAN NATIONAL BANK, as a Lender
Farmington Hills, MI  48333
Attn:  Teri Irland                                By  /s/ Teresa L. Irland
       First Vice President                           --------------------------------------------
       Fax:  (248) 822-5748                           Teresa L. Irland, First Vice President


1 Wall Street, 22nd Floor                         BANK OF NEW YORK, as a Lender
New York, NY  10286
Attn:  David Sunderwirth
       Fax:  (212) 635-6434                       By  /s/ David T. Sunderwirth
                                                      --------------------------------------------
                                                      David T. Sunderwirth, Vice President


Three Allen Center                                THE INDUSTRIAL BANK OF JAPAN,
333 Clay Street, Suite 3030                       LIMITED, NEW YORK BRANCH, as a Lender
Houston, TX  77002-4850
Attn:  Scott Chappell,                            By  /s/ Michael N. Oakes
       Vice President                                 --------------------------------------------
       Fax:  (713) 651-9209                           Michael N. Oakes, Senior Vice President,
                                                      Houston Office
</Table>



                             Signature Page 3 of 7

<PAGE>   24



                        SUBSIDIARY GUARANTOR CONFIRMATION

To induce Lenders to enter into this amendment, the undersigned jointly and
severally (a) consent and agree to this amendment's execution and delivery, (b)
ratify and confirm that all guaranties and assurances granted to the Lenders
under the Loan Documents are not released, diminished, impaired, reduced, or
otherwise adversely affected by this amendment and continue to guarantee,
assure, and secure the full payment and performance of all present and future
Obligations, (c) agree to perform such acts and duly authorize, execute,
acknowledge and deliver such additional guaranties, and other agreements or
documents, instruments, and certificates as Lenders may reasonably deem
necessary or appropriate in order to create, perfect, preserve, protect and
comply with, or effect the transactions and guaranties contemplated by SECTION
15, (d) represent and warrant to Lenders that (i) the value of the consideration
received and to be received by the undersigned in respect of those guaranties
and assurances are reasonably worth at least as much as the liability and
obligation the undersigned thereunder, (ii) that liability and obligation may
reasonably be expected to directly or indirectly benefit the undersigned, and
(iii) each undersigned is - and after giving effect to those guaranties,
assurances, and the Loan Documents, in light of all existing facts and
circumstances (including, without limitation, collateral for and other obligors
in respect of the Obligation and various components of it and various rights of
subrogation and contribution), each of the undersigned will be - Solvent, and
(e) waive notice of acceptance of this amendment, which amendment binds the
undersigned and their successors and assigns and inures to Lenders and their
respective successors and permitted assigns.


<Table>
<S>                                                                   <C>
ACS BRC HOLDINGS, INC.                                                CDSI MORTGAGE SERVICES, INC. (NOW KNOWN AS
ACS BUSINESS PROCESS SOLUTIONS, INC.                                    ACS LENDER SERVICES, INC.)
ACS BUSINESS RESOURCES CORPORATION                                    CLINTON COMPUTER, INC.
ACS CLAIMS SERVICES, INC.                                             CODESMITHS, INC.
ACS COMMUNICATIONS INDUSTRY SERVICES, INC.                            CODING SYSTEMS, INC. (NOW KNOWN AS CODERITE, INC.)
ACS DATA ENTRY, INC.                                                  COMPUTER DATA SYSTEMS SALES, INC.
ACS DEFENSE, INC.                                                     COMPUTER SYSTEMS DEVELOPMENT, INC.
ACS DESKTOP SOLUTIONS, INC.                                           DIGITAL INFORMATION SYSTEMS COMPANY, LLC
ACS/ECG HOLDINGS, LLC                                                 GENIX CSI, INC.
ACS ENTERPRISE SOLUTIONS, INC.                                        GOVERNMENT RECORDS SERVICES, INC.
ACS GOVERNMENT SERVICES, INC., A TEXAS CORPORATION                    LATRON COMPUTER SYSTEMS, INC.
ACS GOVERNMENT SOLUTIONS GROUP, INC. (NOW                             LATRON HOLDINGS, INC.
  KNOWN AS ACS GOVERNMENT SERVICES, INC., A MARYLAND                  LOGAN SERVICES, INC.
  CORPORATION)                                                        MEDIANET, INC.
ACS GOVERNMENT SYSTEMS, INC.                                          MICAH TECHNOLOGY SERVICES, INC.
ACS HEALTH CARE, INC.                                                 MIDS, INC. (NOW KNOWN AS MIDASPLUS, INC.)
ACS HEALTHCARE SERVICES, INC. (NOW KNOWN AS                           PENNSYLVANIA ACCOUNTABLE HEALTH  PLANS, INC.
  ACS HEALTHCARE SOLUTIONS, INC.)                                     PRETS HOLDINGS, INC.
ACS IMAGE SOLUTIONS, INC.                                             TENACITY ACQUISITION COMPANY (NOW KNOWN AS
ACS LEGAL SOLUTIONS, INC.                                               TENACITY MANUFACTURING COMPANY, INC.)
ACS LENDING, INC.                                                     THE PACE GROUP, INC. (NOW KNOWN AS ACS PACE
ACS OUTSOURCING SOLUTIONS, INC.                                         GROUP, INC.)
ACS RETAIL SOLUTIONS, INC.                                            TITLE RECORDS CORPORATION
ACS RTS HOLDINGS, INC.                                                TRANSFIRST, INC. (NOW KNOWN AS ACS TRANSFIRST, INC.),
ACS SECURITIES SERVICES, INC.                                           as Subsidiary Guarantors
ACS SHARED SERVICES, INC.
ACS TRADEONE MARKETING, INC.
ASEC INTERNATIONAL, INCORPORATED
BETAC CORPORATION
BETAC INTERNATIONAL CORPORATION                                       By: /s/ Nancy P. Vineyard
BIRCH & DAVIS ASSOCIATES, INC. (NOW KNOWN AS                              ---------------------------------------
  ACS FEDERAL HEALTHCARE, INC.)                                           Nancy P. Vineyard, as Treasurer of each
BIRCH & DAVIS HEALTH MANAGEMENT                                           of the foregoing Subsidiary Guarantors
  CORPORATION (NOW KNOWN AS ACS STATE
  HEALTH SERVICES, INC.)
BIRCH & DAVIS HEALTH MANAGEMENT OF
  HAWAII, INC.
BIRCH & DAVIS HOLDINGS, INC.
BRC TECHNOLOGY SERVICES, INC.
CDSI EDUCATION SERVICES, INC.
CDSI INTERNATIONAL, INC.
</Table>




                             Signature Page 4 of 7

<PAGE>   25


       Signature Page to that certain Second Amendment to Credit Agreement and
Consent dated as of the date first set forth above, between AFFILIATED COMPUTER
SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLS
FARGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent and Co-Lead
Arranging Agent for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead
Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders,
THE BANK OF TOKYO-MITSUBISHI, LTD., as Co_Agent for Lenders, and Subsidiary
Guarantors.


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

                                   By:  ACS GOVERNMENT SERVICES, INC., its
                                        General Partner, formerly known as ACS
                                        Government Solutions Group, Inc.



                                        By:  /s/ Nancy P. Vineyard
                                             ----------------------------------
                                             Nancy P. Vineyard, Treasurer


                                   ACS MARKETING, LP,
                                    as a Subsidiary Guarantor

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



                                        By:  /s/ Nancy P. Vineyard
                                             ----------------------------------
                                             Nancy P. Vineyard, Treasurer


                                   CONSULTEC, LLC (now known as ACS STATE
                                   HEALTHCARE, LLC),
                                   as a Subsidiary Guarantor


                                   By:  /s/ Elena Airaghi
                                        --------------------------------------
                                        Elena Airaghi, Treasurer



                             Signature Page 5 of 7

<PAGE>   26



       Signature Page to that certain Second Amendment to Credit Agreement and
Consent dated as of the date first set forth above, between AFFILIATED COMPUTER
SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLS
FARGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent and Co-Lead
Arranging Agent for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead
Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders,
THE BANK OF TOKYO-MITSUBISHI, LTD., as Co_Agent for Lenders, and Subsidiary
Guarantors.



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


                                   By:  /s/ Stuart Chagrin
                                        --------------------------------------
                                        Stuart Chagrin, General Partner



                             Signature Page 6 of 7

<PAGE>   27


       Signature Page to that certain Second Amendment to Credit Agreement and
Consent dated as of the date first set forth above, between AFFILIATED COMPUTER
SERVICES, INC., a Delaware corporation ("BORROWER"), certain Lenders, WELLS
FARGO BANK TEXAS, NATIONAL ASSOCIATION, as Administrative Agent and Co-Lead
Arranging Agent for Lenders, BANK ONE, N.A., as Syndication Agent and Co-Lead
Arranging Agent for Lenders, SUNTRUST BANK, as Documentation Agent for Lenders,
THE BANK OF TOKYO-MITSUBISHI, LTD., as Co_Agent for Lenders, and Subsidiary
Guarantors.


                                   ACS PROPERTIES, INC.,
                                   as a Subsidiary Guarantor


                                   By:  /s/ Richard Kitchen
                                        --------------------------------------
                                        Richard Kitchen, Treasurer





                             Signature Page 7 of 7