<PAGE>   1
                                                                   EXHIBIT 10.14


                                CREDIT AGREEMENT


                                     between


                       AFFILIATED COMPUTER SERVICES, INC.,
                                    Borrower


                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
                Administrative Agent and Co-Lead Arranging Agent


                                 BANK ONE, N.A.,
                  Syndication Agent and Co-Lead Arranging Agent


                                 SUNTRUST BANK,
                               Documentation Agent


                       THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                    Co-Agent


                                 CERTAIN LENDERS

                                       and

                          CERTAIN SUBSIDIARY GUARANTORS


                         $450,000,000 REVOLVING FACILITY


                                  MAY 12, 2000

                      PREPARED BY HAYNES AND BOONE, L.L.P.









<PAGE>   2



                                TABLE OF CONTENTS
<TABLE>


<S>               <C>                                                                                           <C>
SECTION 1         DEFINITIONS AND TERMS...........................................................................1
         1.1      Definitions.....................................................................................1
         1.2      Time References................................................................................18
         1.3      Other References...............................................................................18
         1.4      Accounting Principles..........................................................................19

SECTION 2         COMMITMENT.....................................................................................19
         2.1      Revolving Facility.............................................................................19
         2.2      Borrowing Procedure............................................................................19
         2.3      Letters of Credit..............................................................................20
         2.4      Swing-Line Subfacility.........................................................................24
         2.5      Borrowing Notices and LC Requests..............................................................25
         2.6      Termination....................................................................................25
         2.7      Lenders........................................................................................25
         2.8      Special Purpose Funding........................................................................26

SECTION 3         TERMS OF PAYMENT...............................................................................27
         3.1      Notes and Payments.............................................................................27
         3.2      Interest and Principal Payments................................................................28
         3.3      Interest Options...............................................................................28
         3.4      Quotation of Rates.............................................................................28
         3.5      Default Rate...................................................................................28
         3.6      Interest Recapture.............................................................................28
         3.7      Interest Calculations..........................................................................28
         3.8      Maximum Rate...................................................................................29
         3.9      Interest Periods...............................................................................29
         3.10     Conversions....................................................................................29
         3.11     Order of Application...........................................................................30
         3.12     Sharing of Payments, Etc.......................................................................30
         3.13     Offset.........................................................................................30
         3.14     Booking Borrowings.............................................................................30
         3.15     Basis Unavailable or Inadequate for LIBOR......................................................31
         3.16     Additional Costs...............................................................................31
         3.17     Change in Laws.................................................................................33
         3.18     Funding Loss...................................................................................33
         3.19     Taxes..........................................................................................33

SECTION 4         FEES...........................................................................................34
         4.1      Treatment of Fees..............................................................................34
         4.2      Administrative Agent's Fees....................................................................34
         4.3      LC Fees........................................................................................35
         4.4      Commitment Fees................................................................................35
         4.5      Utilization Fee................................................................................35

SECTION 5         SECURITY.......................................................................................35
         5.1      Subsidiary Guaranty............................................................................35
         5.2      Foreign Stock Pledge...........................................................................36
         5.3      Additional Security and Subsidiary Guaranties..................................................36
</TABLE>

                                                                CREDIT AGREEMENT

<PAGE>   3




<TABLE>


       <S>      <C>                                                                                           <C>
         5.4      Further Assurances.............................................................................36
         5.5      Release of Collateral..........................................................................36

SECTION 6         CONDITIONS PRECEDENT...........................................................................37

SECTION 7         REPRESENTATIONS AND WARRANTIES.................................................................37
         7.1      Purpose and Regulations G, T, U and X..........................................................37
         7.2      Corporate Existence, Good Standing, and Authority..............................................38
         7.3      Subsidiaries and Names.........................................................................38
         7.4      Authorization and Contravention................................................................38
         7.5      Binding Effect.................................................................................38
         7.6      Financials and Existing Debt...................................................................39
         7.7      Solvency.......................................................................................39
         7.8      Litigation.....................................................................................39
         7.9      Taxes..........................................................................................39
         7.10     Environmental Matters..........................................................................39
         7.11     Employee Plans.................................................................................40
         7.12     Properties; Liens..............................................................................40
         7.13     Government Regulations.........................................................................40
         7.14     Transactions with Affiliates...................................................................40
         7.15     Debt...........................................................................................40
         7.16     Leases.........................................................................................40
         7.17     Labor Matters..................................................................................41
         7.18     Intellectual Property..........................................................................41
         7.19     Insurance......................................................................................41
         7.20     Full Disclosure................................................................................41
         7.21     Permitted Acquisitions.........................................................................41
         7.22     Pari Passu Debt................................................................................42
         7.23     Contingent "Earn-Out" Payments.................................................................42

SECTION 8         AFFIRMATIVE COVENANTS..........................................................................42
         8.1      Certain Items Furnished........................................................................42
         8.2      Use of Credit..................................................................................44
         8.3      Books and Records..............................................................................44
         8.4      Inspections....................................................................................44
         8.5      Taxes..........................................................................................44
         8.6      Payment of Obligation..........................................................................44
         8.7      Expenses.......................................................................................44
         8.8      Maintenance of Existence, Assets, and Business.................................................44
         8.9      Insurance......................................................................................44
         8.10     Environmental Matters..........................................................................45
         8.11     Indemnification................................................................................45
         8.12     Chief Executive Office; Material Agreements....................................................46
         8.13     Environmental Laws.............................................................................46
         8.14     After-Acquired Subsidiaries....................................................................46

SECTION 9         NEGATIVE COVENANTS.............................................................................47
         9.1      Payroll Taxes..................................................................................47
         9.2      Debt...........................................................................................47
         9.3      Loans, Advances, Acquisitions and Investments..................................................47
</TABLE>

                                                                CREDIT AGREEMENT




                                      (ii)

<PAGE>   4


<TABLE>

        <S>      <C>                                                                                            <C>
         9.4      Liens..........................................................................................48
         9.5      Employee Plans.................................................................................48
         9.6      Transactions with Affiliates...................................................................48
         9.7      Compliance with Laws and Documents.............................................................48
         9.8      Issuance of Securities.........................................................................48
         9.9      Distributions..................................................................................49
         9.10     Disposition of Assets..........................................................................49
         9.11     Mergers, Consolidations, and Dissolutions......................................................49
         9.12     Assignment.....................................................................................49
         9.13     Fiscal Year and Accounting Methods.............................................................49
         9.14     New Businesses.................................................................................50
         9.15     Government Regulations.........................................................................50
         9.16     Strict Compliance..............................................................................50
         9.17     Deposit of Borrowings..........................................................................50
         9.18     Prepayments of Subordinated Notes..............................................................50
         9.19     Changes Relating to Subordinated Notes.........................................................50

SECTION 10        FINANCIAL COVENANTS............................................................................51
         10.1     Net Worth......................................................................................51
         10.2     Funded Debt/Adjusted EBITDA Ratio..............................................................51
         10.3     Fixed-Charge Coverage..........................................................................51

SECTION 11        DEFAULT........................................................................................51
         11.1     Payment of Obligation..........................................................................51
         11.2     Covenants......................................................................................51
         11.3     Debtor Relief..................................................................................52
         11.4     Attachment.....................................................................................52
         11.5     Payment of Judgments...........................................................................52
         11.6     Government Action..............................................................................52
         11.7     Misrepresentation..............................................................................52
         11.8     Ownership of Companies.........................................................................52
         11.9     Change of Control of Borrower..................................................................53
         11.10    Other Funded Debt..............................................................................53
         11.11    SEC Reporting Requirements.....................................................................53
         11.12    Validity and Enforceability....................................................................53
         11.13    LCs............................................................................................54
         11.14    Material Agreements............................................................................54
         11.15    Material Adverse Event.........................................................................54
         11.16    Subordinated Notes.............................................................................54
         11.17    Employee Benefit Plans.........................................................................54

SECTION 12        RIGHTS AND REMEDIES............................................................................55
         12.1     Remedies Upon Default..........................................................................55
         12.2     Company Waivers.  .............................................................................55
         12.3     Performance by Administrative Agent............................................................56
         12.4     Not in Control.................................................................................56
         12.5     Course of Dealing..............................................................................56
         12.6     Cumulative Rights..............................................................................56
         12.7     Application of Proceeds........................................................................56
         12.8     Certain Proceedings............................................................................56
</TABLE>


                                                                CREDIT AGREEMENT




                                      (iii)

<PAGE>   5

<TABLE>


        <S>      <C>                                                                                            <C>
         12.9     Expenditures by Lenders........................................................................57
         12.10    Diminution in Value of Collateral..............................................................57

SECTION 13        ADMINISTRATIVE AGENT AND LENDERS...............................................................58
         13.1     Administrative Agent...........................................................................58
         13.2     Expenses.......................................................................................60
         13.3     Proportionate Absorption of Losses.............................................................60
         13.4     Delegation of Duties; Reliance.................................................................60
         13.5     Limitation of Administrative Agent's Liability.................................................60
         13.6     Default........................................................................................61
         13.7     Collateral Matters.............................................................................62
         13.8     Limitation of Liability........................................................................62
         13.9     Relationship of Lenders........................................................................62
         13.10    Benefits of Agreement..........................................................................62

SECTION 14        MISCELLANEOUS..................................................................................63
         14.1     Non-Business Days..............................................................................63
         14.2     Communications.................................................................................63
         14.3     Form and Number of Documents...................................................................63
         14.4     Exceptions to Covenants........................................................................63
         14.5     Survival.......................................................................................63
         14.6     Governing Law..................................................................................63
         14.7     Invalid Provisions.............................................................................63
         14.8     Amendments, Consents, Conflicts, and Waivers...................................................63
         14.9     Multiple Counterparts..........................................................................64
         14.10    Parties........................................................................................64
         14.11    Venue, Service of Process, and Jury Trial......................................................66
         14.12    Confidentiality Obligations....................................................................67
         14.13    Entirety.......................................................................................67

SECTION 15        SUBSIDIARY GUARANTY............................................................................67
         15.1     The Guaranty...................................................................................67
         15.2     Bankruptcy.....................................................................................68
         15.3     Nature of Liability............................................................................68
         15.4     Independent Obligation.........................................................................68
         15.5     Authorization..................................................................................69
         15.6     Reliance.......................................................................................69
         15.7     Subordination..................................................................................69
         15.8     Waivers; Consents..............................................................................69
         15.9     Limitation.....................................................................................70
         15.10    Additional Guarantors..........................................................................71
</TABLE>

                                                                CREDIT AGREEMENT




                                      (iv)



<PAGE>   6



                             SCHEDULES AND EXHIBITS
<TABLE>


<S>                       <C>       <C>
Schedule 1                 -        Lenders and Commitments
Schedule 6                 -        Closing Documents
Schedule 7.3               -        Companies and Names
Schedule 7.7               -        Company Solvency Schedule
Schedule 7.8               -        Litigation
Schedule 7.10              -        Environmental Matters
Schedule 7.11              -        Employee-Plan Matters
Schedule 7.14              -        Affiliate Transactions
Schedule 7.17              -        Labor Matters
Schedule 7.18              -        Intellectual Property Claims
Schedule 7.23              -        Contingent Earn-Out Payments
Schedule 9.2               -        Permitted Debt
Schedule 12.1(c)           -        MoneyMaker Network ATM Settlement Aggregation Accounts

Exhibit A-1                -        Revolving Note
Exhibit A-2                -        Swing-Line Note
Exhibit B                  -        After-Acquired Subsidiary Guaranty
Exhibit C-1                -        Borrowing Request
Exhibit C-2                -        Conversion Notice
Exhibit C-3                -        LC Request
Exhibit C-4                -        Compliance Certificate
Exhibit D                  -        Opinion of General Counsel for Obligors
Exhibit E                  -        Opinion of Outside Counsel for Obligors
Exhibit F                  -        Assignment and Assumption Agreement
</TABLE>



                                                                CREDIT AGREEMENT



                                       (v)




<PAGE>   7



                                CREDIT AGREEMENT


         THIS AGREEMENT is entered into as of May 12, 2000, between AFFILIATED
COMPUTER SERVICES, INC., a Delaware corporation ("BORROWER"), Lenders (defined
below), 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, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for Lenders,
and Subsidiary Guarantors (defined below).

         Borrower has requested that Lenders extend a revolving credit facility
to Borrower not to exceed a total outstanding principal amount of $450,000,000
(subject to increase pursuant to SECTION 2.7) at any time (with certain
subfacilities for letters of credit and swing-line advances) to be used by
Borrower as provided in SECTION 7.1 (the "REVOLVING FACILITY"). Lenders are
willing to extend the requested credit facility on the terms and conditions of
this agreement.

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

SECTION 1 DEFINITIONS AND TERMS.


         1.1 Definitions. As used in the Loan Documents:


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

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

         ACQUISITION means any transaction or series of related transactions for
the purpose of, or resulting in, directly or indirectly, (a) the acquisition by
any Company of (i) all or substantially all of the assets of a Person; or (ii)
of any line of business, or division or selected assets of a Person, (b) the
acquisition by any Company of more than fifty percent (50%) of any class of
Voting Stock (or similar ownership interests) of any Person; or (c) a merger,
consolidation, amalgamation, or other combination by any Company with another
Person; provided that in any merger involving Borrower, Borrower must be the
surviving entity.

         ADJUSTED EBITDA means EBITDA adjusted (a) as permitted, and in
accordance with, Article 11 of Regulation S-X of the Securities Act of 1933, and
(b) to give effect to any Permitted Acquisition which occurred during the period
of calculation, as if such Permitted Acquisition occurred on the first day of
such period, by increasing, if positive, or decreasing, if negative, EBITDA by
the EBITDA of such newly- acquired business during such period of calculation
occurring prior to the date of such Permitted Acquisition; provided that, if
EBITDA is proposed to be adjusted for any Permitted Acquisition, the
consideration (in cash or any other consideration) for which Acquisition is
$50,000,000 or more, then to be included within the period of calculation, and
such adjustment: (i) the Person acquired or from which

                                                                CREDIT AGREEMENT



<PAGE>   8



such business was acquired shall have completed (prior to such Acquisition)
audited Financials covering periods within 15 months prior to the closing date
of such Permitted Acquisition accompanied by an unqualified opinion of an
independent certified public accountant; or (ii) Borrower shall provide to
Administrative Agent a written report completed by an independent certified
public accountant acceptable to Administrative Agent which substantiates in all
material respects the EBITDA of the acquired entity using due diligence
procedures acceptable to the Administrative Agent.

         ADMINISTRATIVE AGENT means, at any time, Wells Fargo Bank Texas,
National Association - or its successor or assigns appointed under SECTION 13 -
acting as Administrative Agent for Lenders under the Loan Documents.

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

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

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

         APPLICABLE MARGIN means as of any date of determination, the interest
margin over LIBOR, and the applicable fees payable pursuant to SECTION 4, as the
case may be, that corresponds to: (a) the Moody's Rating and the S&P Rating set
forth below, and (b) the Funded Debt/Adjusted EBITDA Ratio for the Rolling
Period most recently ended prior to such day, for which financial statements and
reports have been received by the Administrative Agent pursuant to SECTION 8.1.

PRICING GRID 1:
<TABLE>
<CAPTION>


     MOODY'S RATING AND                                                         APPLICABLE
        S&P RATING,                                                              MARGIN          APPLICABLE
       RESPECTIVELY -         FUNDED DEBT/                 APPLICABLE              FOR           MARGIN FOR
       BBB-, Baa3, OR        ADJUSTED EBITDA               MARGIN FOR           UTILIZATION      COMMITMENT
           LOWER                  RATIO                    LIBOR LOANS             FEE              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%
                             -
Level 4                      >2.25 and <2.75                    1.0%              .125%             .30%
                             -
Level 5                      >2.75                             1.125%             .125%             .30%
                             -
</TABLE>




                                                                CREDIT AGREEMENT


                                       2

<PAGE>   9



PRICING GRID 2:

<TABLE>
<CAPTION>


     MOODY'S RATING AND                                                         APPLICABLE
        S&P RATING,                                                              MARGIN          APPLICABLE
       RESPECTIVELY -         FUNDED DEBT/                 APPLICABLE              FOR           MARGIN FOR
       BBB-, Baa2, OR        ADJUSTED EBITDA               MARGIN FOR           UTILIZATION      COMMITMENT
           LOWER                  RATIO                    LIBOR LOANS             FEE              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                            1.125%             .125%              .30%
                             -

</TABLE>

         From the period beginning with the Closing Date and ending on December
31, 2000, inclusive, Applicable Margin in each Pricing Grid referenced above
(herein so called) shall be at least Level 3 or greater.

         For purposes of the foregoing: (a) if the Moody's Rating and the S & P
Rating shall fall within different PRICING GRIDS, then the Applicable Margin
shall be determined by reference to the numerically higher PRICING GRID (e.g.,
if the S & P Rating is in PRICING GRID 1 and the Moody's Rating is in PRICING
GRID 2, then the Applicable Margin shall be determined by reference to PRICING
GRID 2); and (b) if either Moody's or S & P no longer publishes ratings and
Borrower and Administrative Agent cannot agree on another ratings agency to
replace Moody's or S & P, as the case may be, then the Moody's Rating or the S &
P Rating, as the case may be, shall be deemed to be "Not Rated." Each change in
the Pricing Grid shall be effective commencing on the next Business Day
following the earlier to occur of (i) Administrative Agent's receipt of notice
from Borrower, as required in SECTION 8.1, of a change in the Moody's Rating or
the S & P Rating, and (ii) Administrative Agent's actual knowledge of a change
in the Moody's Rating or the S & P Rating.

         The Funded Debt/Adjusted EBITDA Ratio shall be calculated quarterly on
a consolidated basis for the Companies on the last day of each March, June,
September, and December, commencing June 30, 2000, based upon the most recently
furnished Financials under SECTION 8.1 and any related Compliance Certificate,
and shall apply only after the delivery of such Financials, until so
recalculated. Each change in the Applicable Margin shall be effective commencing
on the next Business Day following Borrower's delivery to Administrative Agent
of any such Financials and any related Compliance Certificate. If Borrower fails
to furnish to Administrative Agent any such Financials and any related
Compliance Certificate when required to pursuant to SECTION 8.1, then the
highest rates with respect to the applicable ratings shall apply until Borrower
furnishes the required Financials and any related Compliance Certificate to
Administrative Agent and shall apply from and as of each date of calculation
until the following date of calculation.

         ASSIGNEE is defined in SECTION 14.10(C).

         ASSIGNMENT is defined in SECTION 14.10(C).

         ATM means any automated teller machine which Borrower (a) operates for
its own account or (b) owns, either directly or beneficially.




                                                                CREDIT AGREEMENT
                                        3

<PAGE>   10



         ATM CREDIT AGREEMENT means that certain letter agreement dated as of
December 15, 1995 (as amended), executed between Borrower and Bank One, Texas,
N.A.

         ATM FACILITY means the $11,000,000 credit facility extended to Borrower
by Bank One, Texas, N.A. under the terms of the ATM Credit Agreement.

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

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

         BORROWER is defined in the preamble to this agreement.

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

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

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

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

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

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

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




                                                                CREDIT AGREEMENT


                                       4
<PAGE>   11



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

         CO-AGENT means The Bank of Tokyo-Mitsubishi, Ltd.

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

         CO-LEAD ARRANGING AGENTS means, collectively, Wells Fargo Bank Texas,
National Association and Bank One, N.A.

         COMMITMENT means, at any time and for any Lender, the product of (a)
that Lender's Commitment Percentage multiplied by (b) the Total Commitment then
in effect, which Commitment is subject to reduction and cancellation as provided
in SECTION 2.6.

         COMMITMENT PERCENTAGE means, for any Lender, the percentage stated
beside that Lender's name on the most-recently amended SCHEDULE 1.

         COMMITMENT USAGE means, at any time, the sum of (a) the Principal Debt
(which includes, without limitation, that Principal Debt under the Swing-Line
Subfacility) plus (b) the LC Exposure.

         COMPANIES means, at any time, Borrower and each of its Subsidiaries.

         COMPLIANCE CERTIFICATE means a certificate substantially in the form of
EXHIBIT C-4 as signed by a Responsible Officer.

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

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

         CREDIT PARTIES means Agents and Lenders.

         CURRENT DATE means any date within thirty (30) days prior to the
Closing Date.

         CURRENT FINANCIALS, unless otherwise specified: means either (a) the
Companies' consolidated Financials for the fiscal year ended June 30, 1999, or
(b) at any time after annual Financials are first delivered under SECTION 8.1,
the Companies' annual Financials then most recently delivered to the Credit
Parties under SECTION 8.1(A), together with the Companies' quarterly Financials
then most recently delivered to Lenders under SECTION 8.1(b).

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




                                                                CREDIT AGREEMENT

                                       5

<PAGE>   12



         DEBT means - of any Person, at any time, and without duplication - all
obligations, contingent or otherwise, which in accordance with GAAP should be
classified upon such Person's balance sheet as liabilities, but in any event
including the sum of the following: (a) all obligations for borrowed money; (b)
all obligations evidenced by bonds, debentures, notes, or similar instruments;
(c) all obligations to pay the deferred purchase price of property or services
except trade accounts payable arising in the ordinary course of business; (d)
all direct or contingent obligations in respect of letters of credit; (e)
liabilities secured (or for which the holder of the Debt has an existing Right,
contingent or otherwise to be so secured) by any Lien existing on property owned
or acquired by that Person; (f) lease obligations that have been (or under GAAP
should be) capitalized for financial reporting purposes; plus (g) all
guaranties, endorsements, and other contingent obligations for Debt of others.

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

         DEFAULT is defined in SECTION 11.

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

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

         DOCUMENTATION AGENT means SunTrust Bank.

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

         EBITDA means - for any period, on a consolidated basis, and without
duplication - the sum of (a) the amount of Operating Income from Continuing
Operations ("OPERATING INCOME") (calculated in the same manner as such line item
in Borrower's income statement contained in Borrower's 1999 Annual Report for
the fiscal year ended June 30, 1999) for the period (whether positive or
negative), plus (b) depreciation, amortization, interest and tax expense (based
on Borrower's income) deducted in calculating the amount of such Operating
Income, plus (c) any extraordinary losses included within Operating Income,
subject to the prior review and approval for such inclusion by Administrative
Agent, minus (d) any extraordinary gains included within Operating Income, minus
(e) EBITDA (as defined in (a) through (d) above) of Non-Guaranteeing
Subsidiaries which have been the subject of a Permitted IPO.

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

         ENVIRONMENTAL INVESTIGATION means any environmental site assessment,
investigation, audit, compliance audit, or compliance review conducted at any
time or from time to time - whether at the



                                                                CREDIT AGREEMENT

                                       6

<PAGE>   13



request of Administrative Agent or any Lender, upon the order or request of any
Tribunal, or at the voluntary instigation of any Company - concerning any Real
Property or the business operations or activities of any Company, including,
without limitation (a) air, soil, groundwater, or surface-water sampling and
monitoring, and (b) preparation and implementation of any closure or remedial
plans.

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

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

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

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

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

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

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

         FIXED-CHARGE COVERAGE RATIO means - for any period, on a consolidated
basis, and without duplication - the ratio of (a) the sum of (i) EBITDA, minus
(ii) Capital Expenditures (excluding payments





                                                                CREDIT AGREEMENT


                                       7
<PAGE>   14



under Capital Leases) minus (iii) Taxes actually paid in cash (each of the
foregoing items (i), (ii) and (iii) calculated for the twelve month period then
ending) to (b) the sum of (i) Interest Expense plus (ii) payments under Capital
Leases, plus (iii) cash dividends paid (each of the foregoing items (i), (ii)
and (iii) calculated for the twelve month period then ending) plus (iv) Current
Maturities of Long-Term Debt.

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

         FOREIGN STOCK PLEDGE means a Lender Lien in 66 2/3rds of the Voting
Stock of a Foreign Subsidiary.

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

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

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

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

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

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

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




                                                                CREDIT AGREEMENT


                                       8
<PAGE>   15



         INTEREST PERIOD is determined under SECTION 3.9.

         ISSUING LENDER means any Agent or any of their respective Affiliates,
that issues an LC under this agreement.

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

         LC means the letter(s) of credit issued hereunder in the form agreed
upon among Borrower, Issuing Lender, and the beneficiary thereof at the time of
issuance thereof and participated in by Lenders pursuant to the terms and
conditions of SECTION 2.3.

         LC AGREEMENT means a letter of credit application and agreement (in
form and substance satisfactory to Issuing Lender) submitted by Borrower to
Issuing Lender for an LC for Borrower's own account (or on behalf of any other
Company).

         LC EXPOSURE means, at any time and without duplication, the sum of (a)
the aggregate undrawn portion of all uncancelled and unexpired LCs, plus (b) the
aggregate unpaid reimbursement obligations of Borrower in respect of drawings of
drafts under any LC.

         LC REQUEST means a request substantially in the form of EXHIBIT C-3.

         LC SUBFACILITY means a subfacility of the Revolving Facility for the
issuance of LCs, as described in SECTION 2.3, under which the LC Exposure may
never (a) collectively exceed $50,000,000 and (b) together with Principal Debt
may never exceed the Total Commitment.

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

         LENDERS means the financial institutions - including, without
limitation, Administrative Agent (possibly acting through one or more of its
Affiliates for LCs) in respect of their respective shares of Borrowings
(including Swing-Line Borrowings) and LCs - named on SCHEDULE 1 or on the
most-recently- amended SCHEDULE 1, if any, delivered by Administrative Agent
under this agreement, and, subject to this agreement, their respective
successors and permitted assigns (but not any Participant who is not otherwise a
party to this agreement).

         LIBOR means, for a LIBOR Borrowing and for the relevant Interest
Period, the annual interest rate (rounded upward, if necessary, to the nearest
0.01%) equal to the quotient obtained by dividing (a) the rate that deposits in
United States dollars are offered to Administrative Agent in the London
interbank market at approximately 11:00 a.m. London time two (2) Business Days
before the first day of that Interest Period in an amount comparable to that
LIBOR Borrowing and having a maturity approximately equal to that Interest
Period, by (b) one minus the Reserve Requirement (expressed as a decimal)
applicable to the relevant Interest Period.

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




                                                                CREDIT AGREEMENT


                                       9
<PAGE>   16



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

         LITIGATION means any action by or before any Tribunal.

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

         MATERIAL ADVERSE EVENT means any circumstance 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) material impairment of (i) the ability of
any Obligor to perform any of its 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 financial condition of the Borrower individually, or the
Companies as a whole, as represented to Lenders in the Current Financials most
recently delivered before the date of this agreement.

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

         MATURITY DATE means December 31, 2004.

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

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

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

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

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


                                                                CREDIT AGREEMENT


                                       10
<PAGE>   17



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

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

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

         NON-GUARANTEEING SUBSIDIARY is defined in SECTION 5.1(b).

         NOTES means all of the Revolving Notes and the Swing-Line Note.

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

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

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

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

         PARTICIPANT is defined in SECTION 14.10(b).

         PBGC means the Pension Benefit Guaranty Corporation.

         PERMITTED ACQUISITION means:

         (a) Acquisitions by any Company of a Person, or businesses of Persons,
which are engaged in the same or substantially similar business with respect to
which each of the following requirements shall have been satisfied:

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

                  (ii) if the consideration for the Acquisition is greater than
         $100,000,000, the Person acquired or from which such business was
         acquired shall have completed (prior to such Acquisition) audited
         Financials covering periods within 15 months prior to the closing of
         such Acquisition, accompanied by an opinion of an independent certified
         public accountant, provided, however, that if such opinion is qualified
         for any reason, this requirement shall not be satisfied until
         Administrative Agent has reviewed and approved (in its discretion) a
         written explanation for such qualification provided by Borrower;

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



                                                               CREDIT AGREEMENT


                                       11
<PAGE>   18



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

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

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

                  (vii) within thirty (30) days following the date of such
         Acquisition, Administrative Agent shall have received, in form and
         substance satisfactory to Administrative Agent, such documents and
         instruments as it shall require to evidence the joinder of any new
         Subsidiary to the Subsidiary Guaranty; and

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

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

         PERMITTED DEBT means:

         (a)      The Obligations;

         (b)      Existing Debt of the Companies set forth in SCHEDULE 9.2;

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

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

         (e)      Capital Leases;

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

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


                                                                CREDIT AGREEMENT

                                       12

<PAGE>   19



         (h) The sum of (i), (ii), and (iii) below (without duplication), the
total-principal amount of which may never exceed the Other Debt Basket as
measured on the date upon which such Debt is originally issued:

             (i)   Debt arising under or in connection with any Accounts
                   Receivable Financing to the extent such Accounts Receivable
                   Financing and the related Accounts Receivable Financing
                   Amount is permitted by SECTION 9.10(c); plus

             (ii)  The aggregate of all Debt of the Companies owed to any
                   other Person which complies with SECTION 7.22; plus

             (iii) Any other Debt; and

         (i) 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.

         PERMITTED IPO means initial public offerings in accordance with the
1933 Act by any Company of Stock of their Subsidiaries for which the following
requirements are satisfied:

         (a) More than 50% of the Voting Stock of the Subsidiary which is the
subject of such offering is retained by Borrower;

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

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

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

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

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

         PERMITTED LIENS means:

         (a) Liens that secure Permitted Debt, and cover the assets, described
in ITEM 1 of SCHEDULE 9.2 and ITEM (e) in the definition of Permitted Debt
(together with any renewal, extension, amendment, or modification of any such
Lien) so long as (i) in the case of existing Liens securing Debt described in

                                                                CREDIT AGREEMENT

                                       13

<PAGE>   20



ITEM 1 of SCHEDULE 9.2, the total-principal amount secured by those Liens never
exceeds the greater of either the total-principal amount secured as of March 31,
2000 or the total-maximum-principal amount that may be borrowed and secured as
reflected on such schedule, and (ii) in the case of Liens securing Debt
described in ITEM (e) in the definition of Permitted Debt, those Liens never
cover any assets except the assets leased with that Permitted Debt;

         (b) Lender Liens;

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

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

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

         (f) Good-faith pledges or deposits - that may not cover any other
assets except cash proceeds of such pledges or deposits arising in the ordinary
course of business - (a) for 10% or less (or more if for the purchase of
equipment) of the amounts due under - and made to secure - any Company's
performance of bids, tenders, contracts (except for the repayment of borrowed
money), or leases, or (b) made to secure statutory obligations, surety or appeal
bonds, or indemnity, performance, or other similar bonds benefitting any Company
in the ordinary course of its business;

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

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

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


                                                                CREDIT AGREEMENT

                                       14

<PAGE>   21



         (j) Liens on the Receivables Program Assets created pursuant to any
Receivables Documents evidencing Accounts Receivables Financings permitted by
SECTION 9.10(c); and

         (k) Liens to secure purchase money Debt in specified equipment
constituting Permitted Debt.

         PERSON means any individual, entity, or Tribunal.

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

         PRICING GRID is defined in the definition of Applicable Margin.

         PRINCIPAL DEBT means, at any time, the unpaid principal balance of all
Borrowings.

         PRO RATA and PRO RATA PART mean, at any time when determined for any
Lender, (a) if there is no Commitment Usage, the proportion (stated as a
percentage) that its Commitment bears to the Total Commitment, or (b) if there
is any Commitment Usage, the proportion that the total Commitment Usage owed to
that Lender bears to the total Commitment Usage owed to all Lenders.

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

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

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

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

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

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

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

         REQUIRED LENDERS means, at any time, any combination of Lenders holding
(directly or indirectly) at least either (a) prior to the Termination Date, 51%
of the Total Commitment, or (b) at any time after

                                                                CREDIT AGREEMENT

                                       15

<PAGE>   22



the Termination Date, the Lenders with amounts advanced equal to or greater than
the sum of 51% of (i) the Principal Debt (excluding Principal Debt under the
Swing-Line Subfacility) plus (ii) the LC Exposure; provided, however, that for
purposes of this definition of REQUIRED LENDERS, any Lender that fails to fund
its Commitment Percentage of any requested Borrowing to Administrative Agent
without providing notice to the Administrative Agent that in its determination
one or more of the conditions precedent to such funding has not been met, shall
be deemed to have no Commitment and no amounts advanced of the Principal Debt
until the earlier to occur of (x) full payment and performance of all other
Obligations, (y) cure by such Lender of its failure to fund its Commitment
Percentage of requested Borrowings, and (z) the Obligations being declared, or
at any time become, due and payable and all Lenders' Commitments have been
cancelled or terminated.

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

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

         REVOLVING FACILITY is defined in the recitals to this agreement and
includes the LC Subfacility and the Swing-Line Subfacility.

         REVOLVING NOTE means a promissory note substantially in the form of the
attached EXHIBIT A-1, as renewed, extended, amended, and restated.

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

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

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

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

         SEC means the Securities and Exchange Commission.

         SECURITY DOCUMENTS means, collectively, any security agreement, pledge
agreement, mortgage, deed of trust or other agreement or document, together with
all related financing statements and stock powers, in form and substance
satisfactory to Documentation Agent and its legal counsel, executed and
delivered by any Person in connection with this agreement to create a Lender
Lien on any of its real or personal property, as amended, supplemented or
restated.


                                                                CREDIT AGREEMENT

                                       16

<PAGE>   23



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

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

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

         SUBORDINATED NOTES means Borrower's 4% Convertible Subordinated Notes
Due March 15, 2005, in the principal amount of $230,000,000, and any notes given
by Borrower in exchange for those notes if the notes so given are subject to the
same terms as the original Subordinated Notes.

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

         SUBSIDIARY GUARANTORS means each Subsidiary of Borrower that is a
signatory hereto or that becomes a signatory hereto pursuant to SECTION 15.10,
and SUBSIDIARY GUARANTOR means any one of the Subsidiary Guarantors.

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

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

         SWING-LINE BORROWING means any Borrowing under the Swing-Line
Subfacility.

         SWING-LINE NOTE means a promissory note substantially in the form of
the attached EXHIBIT A-2, as renewed, extended, amended, and restated.

         SWING-LINE SUBFACILITY means the facility under the Revolving Facility
described in SECTION 2.4.

         SYNDICATION AGENT means Bank One, N.A.

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

                                                                CREDIT AGREEMENT

                                       17

<PAGE>   24



         TERMINATION DATE means the earlier of either (a) the Maturity Date or
(b) the effective date that Lenders' Commitments are fully canceled or
terminated.

         TOTAL COMMITMENT means, at any time, the maximum Commitment Usage
allowed under the Revolving Facility, which amount shall initially be
$450,000,000, as such amount may be reduced from time to time pursuant to
SECTION 2.6 or increased pursuant to SECTION 2.7.

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

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

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

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

         UTILIZATION FEE is defined in SECTION 4.5.

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

         WHOLLY-OWNED SUBSIDIARY means any Company, other than Borrower or any
Company listed on SCHEDULE 7.7, with respect to which 100% of the issued and
outstanding shares of Voting Stock (excluding shares of capital stock held under
employee stock option plans) of such Company is owned by another Company.

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

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

                                                                CREDIT AGREEMENT

                                       18

<PAGE>   25



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

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

         2.1 Revolving Facility. Each Lender severally but not jointly agrees to
lend to Borrower its Commitment Percentage of one or more Borrowings (other than
Swing-Line Borrowings) under the Revolving Facility which Borrower may borrow,
repay, and reborrow under this agreement subject to the following conditions:

                  (a) Each Borrowing may only be $500,000 or a greater integral
         multiple of $100,000 if a Base-Rate Borrowing or $5,000,000 or a
         greater integral multiple of $1,000,000 if a LIBOR Borrowing;

                  (b) Each Borrowing may only occur on a Business Day on or
         after the Closing Date and before the Termination Date;

                  (c) Borrower may advance all or part of the proceeds of any
         Borrowing or LC to: (i) only those Domestic Subsidiaries which have
         executed the Subsidiary Guaranty; (ii) only those Foreign Subsidiaries
         which are Subsidiary Guarantors or the applicable percentage of the
         Voting Stock of which is subject to a Foreign Stock Pledge, provided
         the amount of such advances to Foreign Subsidiaries does not at any
         time exceed (w) ten percent (10%) of the Total Commitment with respect
         to any individual Foreign Subsidiary, and (y) twenty-five percent (25%)
         of the Total Commitment with respect to all Foreign Subsidiaries; and
         (iii) any other Person provided that the aggregate amount of such
         advances to other Persons does not at any time exceed (y) five percent
         (5%) of the Total Commitment with respect to any individual of such
         Persons, and (z) ten percent (10%) of Total Commitment with respect to
         all such Persons; and

                  (d) The Commitment Usage (whether direct or participated) owed
         to any Lender may never exceed that Lender's Commitment.

         2.2 Borrowing Procedure. The following procedures apply to Borrowings
other than Swing- Line Borrowings (see SECTION 2.4).


                                                                CREDIT AGREEMENT

                                       19

<PAGE>   26



                  (a) Borrowing Request. Borrower may request a Borrowing by
         making or delivering a Borrowing Request (that may be telephonic if
         confirmed in writing during the Business Day in which the Borrowing
         Request is made) to Administrative Agent, which is irrevocable and
         binding on Borrower. Each Borrowing Request shall state the Type,
         amount, and Interest Period for each Borrowing and which must be
         received by Administrative Agent no later than (i) (if applicable)12:00
         p.m. noon on the third Business Day before the Borrowing Date for any
         LIBOR Borrowing, or (ii) 12:00 p.m. noon on the Business Day
         immediately preceding the Borrowing Date for any Base-Rate Borrowing.

                  (b) Funding. Each Lender shall remit its Commitment Percentage
         of each requested Borrowing to Administrative Agent's principal office
         in Dallas, Texas, in funds that are available for immediate use by
         Administrative Agent by 2:00 p.m. on the applicable Borrowing Date.
         Subject to receipt of those funds, Administrative Agent shall (unless
         to its actual knowledge any of the applicable conditions precedent have
         not been satisfied by Borrower or waived by the requisite Lenders under
         SECTION 14.8) make those funds available to Borrower by (at Borrower's
         option) (i) wiring the funds to or for the account of Borrower at the
         direction of Borrower or (ii) depositing the funds in Borrower's
         account (other than a Settlement Aggregation Account) with
         Administrative Agent.

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

         2.3 Letters of Credit.

                  (a) Conditions. Subject to the terms and conditions of this
         Agreement and all Laws, Issuing Lender agrees to issue LCs for the
         account of any Company upon Borrower's making or delivering an LC
         Request and delivering an LC Agreement, both of which must be received
         by Administrative Agent and Issuing Lender no later than the second
         Business Day before the Business Day on which the requested LC is to be
         issued, so long as (i) each LC shall expire within 12 months of its
         date of issue (provided, however, that an LC may, at Borrower's
         request, provide that it is self-extending upon expiration for a period
         up to 12 months unless Administrative Agent has given the beneficiary
         thereunder at least thirty (30) days' but no more than one hundred
         twenty (120) days' prior written notice to the contrary), (ii) no LC
         may expire after the Termination Date, (iii) the LC Exposure does not
         exceed the limitations in the definition of LC Subfacility, (iv) the
         limitations in SECTION 2.1 are not exceeded, and (v) at the time of
         issuance of such LC, no

                                                                CREDIT AGREEMENT

                                       20

<PAGE>   27



         Potential Default or Default shall exist. The amount of any payment by
         Administrative Agent of a draft drawn under an LC shall be included as
         part of the Obligation.

                  (b) Participation. Immediately upon Issuing Lender's issuance
         of any LC, Issuing Lender shall be deemed to have sold and transferred
         to each other Lender, and each other Lender shall be deemed irrevocably
         and unconditionally to have purchased and received from Issuing Lender,
         without recourse or warranty, an undivided interest and participation
         to the extent of such Lender's Commitment Percentage in the LC and all
         applicable Rights of Issuing Lender in the LC - other than Rights to
         receive certain fees provided in SECTION 4.3 to be for Issuing Lender's
         sole account.

                  (c) Reimbursement Obligation of the Companies. To induce
         Issuing Lender to issue and maintain LCs, and to induce Lenders to
         participate in issued LCs, Borrower agrees to pay or reimburse Issuing
         Lender (or cause another Company to pay or reimburse Issuing Lender)
         (i) on the first Business Day after Issuing Lender notifies
         Administrative Agent and Borrower that it has made payment under a LC,
         the amount paid by Issuing Lender and (ii) on demand, the amount of any
         additional fees Issuing Lender customarily charges for amending LC
         Agreements, for honoring drafts under LCs, and for taking similar
         action in connection with letters of credit. If Borrower or another
         Company has not reimbursed Issuing Lender for any drafts paid by the
         date on which reimbursement is required under this section, then
         Administrative Agent is irrevocably authorized to fund Borrower's
         reimbursement obligations as a Base-Rate Borrowing if proceeds are
         available under the Revolving Facility and if the conditions in this
         agreement for such a Borrowing (other than any notice requirements or
         minimum funding amounts) have, to Administrative Agent's knowledge,
         been satisfied. The proceeds of that Borrowing shall be advanced
         directly to Issuing Lender to pay Borrower's unpaid reimbursement
         obligations. If funds cannot be advanced under the Revolving Facility,
         then Borrower's reimbursement obligation shall constitute a demand
         obligation. Borrower's obligations under this section are absolute and
         unconditional under any and all circumstances and irrespective of any
         setoff, counterclaim, or defense to payment that Borrower may have at
         any time against Issuing Lender or any other Person. Borrower's
         obligations under this SECTION 2.3(c) shall be absolute and
         unconditional under any and all circumstances and irrespective of any
         setoff, counterclaim, or defense to payment which Borrower may have at
         any time against Administrative Agent or any other Person, and shall be
         made in accordance with the terms and conditions of this agreement
         under all circumstances, including any of the following circumstances:
         (1) any lack of validity or enforceability of this agreement or any of
         the Loan Documents; (2) the existence of any claim, setoff, defense, or
         other Right which Borrower may have at any time against a beneficiary
         named in a LC, any transferee of any LC (or any Person for whom any
         such transferee may be acting), any Credit Party, or any other Person,
         whether in connection with this agreement, any LC, the transactions
         contemplated herein, or any unrelated transactions (including any
         underlying transaction between Borrower and the beneficiary named in
         any such LC); (3) any draft, certificate, or any other document
         presented under the LC proving to be forged, fraudulent, invalid, or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect; and (4) the occurrence of any Potential
         Default or Default. From the date that Issuing Lender pays a draft
         under a LC until Borrower or another Company either reimburses or is
         obligated to reimburse Issuing Lender for that draft under this
         section, the amount of that draft bears interest payable to Issuing
         Lender at the rate then applicable to Base-Rate Borrowings. From the
         due date of the respective amounts due under this section, to the date
         paid (including any payment from proceeds of a Base-Rate Borrowing),
         unpaid reimbursement amounts accrue interest that is payable on demand
         at the Default Rate. In the event

                                                                CREDIT AGREEMENT

                                       21

<PAGE>   28



         any payment by Borrower received by Administrative Agent with respect
         to an LC and distributed to Lenders on account of their participations
         therein is thereafter set aside, avoided, or recovered from
         Administrative Agent in connection with any receivership, liquidation,
         or bankruptcy proceeding, each Lender which received such distribution
         shall, upon demand by Administrative Agent, contribute such Lender's
         ratable portion of the amount set aside, avoided, or recovered,
         together with interest at the rate required to be paid by
         Administrative Agent upon the amount required to be repaid by it.

                  (d) General. Issuing Lender shall promptly notify
         Administrative Agent and Borrower of the date and amount of any draft
         presented for honor under any LC (but failure to give notice will not
         affect Borrower's obligations under this agreement). Issuing Lender
         shall pay the requested amount upon presentment of a draft unless
         presentment on its face does not comply with the terms of the
         applicable LC. When making payment, Issuing Lender may disregard (i)
         any default or potential default that exists under any other agreement
         and (ii) obligations under any other agreement that have or have not
         been performed by the beneficiary or any other Person (and Issuing
         Lender is not liable for any of those obligations). The Companies'
         reimbursement obligations to Issuing Lender and Lenders, and each
         Lender's obligations to Issuing Lender, under this section are absolute
         and unconditional irrespective of, and Issuing Lender is not
         responsible for, (i) the validity, enforceability, sufficiency,
         accuracy, or genuineness of documents or endorsements (even if they are
         in any respect invalid, unenforceable, insufficient, inaccurate,
         fraudulent, or forged), (ii) any dispute by any Company with or any
         Company's claims, setoffs, defenses, counterclaims, or other Rights
         against Issuing Lender, any Credit Party, or any other Person, or (iii)
         the occurrence of any Potential Default or Default. However, nothing in
         this agreement constitutes a waiver of Borrower's Rights to assert any
         claim or defense based upon the gross negligence or willful misconduct
         of any Credit Party. Issuing Lender shall promptly pay to
         Administrative Agent for Administrative Agent to promptly distribute
         reimbursement payments received from Borrower to all Lenders according
         to their Pro Rata Part of the Revolving Facility.

                  (e) Obligation of Lenders. If a Company fails to reimburse
         Issuing Lender as provided in SECTION 2.3(c) by the date on which
         reimbursement is due under that section, and funds cannot be advanced
         under the Revolving Facility to satisfy the reimbursement obligations,
         then Administrative Agent shall promptly notify each Lender of such
         Company's failure, of the date and amount paid, and of each Lender's
         Commitment Percentage of the unreimbursed amount. Each Lender shall
         promptly and unconditionally make available to Administrative Agent in
         immediately available funds its Commitment Percentage of the unpaid
         reimbursement obligation, subject to the limitations of SECTION 2.1.
         Funds are due and payable to Administrative Agent before the close of
         business on the Business Day when Administrative Agent gives notice to
         each Lender of such Company's reimbursement failure (if notice is given
         before 1:00 p.m.) or on the next succeeding Business Day (if notice is
         given after 1:00 p.m.). All amounts payable by any Lender accrue
         interest after the due date at the Federal-Funds Rate from the day the
         applicable draft or draw is paid by Administrative Agent to (but not
         including) the date the amount is paid by the Lender to Administrative
         Agent. Upon receipt of those funds, Administrative Agent shall make
         them available to Issuing Lender.

                  (f) Duties of Issuing Lender. Issuing Lender agrees with each
         Lender that it will exercise and give the same care and attention to
         each LC as it gives to its other letters of credit. Each Lender and
         Borrower agree that, in paying any draft under any LC, Issuing Lender
         has no responsibility to obtain any document (other than any documents
         expressly required by the

                                                                CREDIT AGREEMENT

                                       22

<PAGE>   29



         respective LC) or to ascertain or inquire as to any document's
         validity, enforceability, sufficiency, accuracy, or genuineness or the
         authority of any Person delivering it. Neither Issuing Lender nor its
         Representatives will be liable to any Credit Party or any Obligor for
         any LCs use or for any beneficiary's acts or omissions. Any action,
         inaction, error, delay, or omission taken or suffered by Issuing Lender
         or any of its Representatives in connection with any LC, applicable
         drafts or documents, or the transmission, dispatch, or delivery of any
         related message or advice, if in good faith and in conformity with
         applicable Laws and in accordance with the standards of care specified
         in the Uniform Customs and Practices for Documentary Credits,
         International Chamber of Commerce Publication No. 500 (as in effect on
         the date of issuance of the LC), is binding upon the Obligors and the
         Credit Parties and, except as provided in SECTION 2.3(e), does not
         place Issuing Lender or any of its Representatives under any resulting
         liability to Obligors and the Credit Parties. Administrative Agent is
         not liable to any Obligors or any Credit Party for any action taken or
         omitted, in the absence of gross negligence or willful misconduct, by
         Issuing Lender or its Representative in connection with any LC.

                  (g) Cash Collateral. On the Termination Date and if requested
         by Required Lenders while a Default exists, Borrower shall provide
         Administrative Agent, for the benefit of Lenders, cash collateral in an
         amount to equal the then-existing LC Exposure.

                  (h) INDEMNIFICATION. BORROWER SHALL PROTECT, INDEMNIFY, PAY,
         AND SAVE EACH CREDIT PARTY, AND THEIR RESPECTIVE REPRESENTATIVES
         HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES,
         DAMAGES, COSTS, CHARGES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
         FEES) WHICH ANY OF THEM MAY INCUR OR BE SUBJECT TO AS A CONSEQUENCE OF
         THE ISSUANCE OF ANY LC, ANY DISPUTE ABOUT IT, OR THE FAILURE OF ISSUING
         LENDER TO HONOR A DRAW REQUEST UNDER ANY LC AS A RESULT OF ANY ACT OR
         OMISSION (WHETHER RIGHT OR WRONG) OF ANY PRESENT OR FUTURE TRIBUNAL.
         HOWEVER, NO PERSON IS ENTITLED TO INDEMNITY UNDER THE FOREGOING FOR ITS
         OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

                  (i) LC Agreements. Although referenced in any LC, terms of any
         particular agreement or other obligation to the beneficiary are not
         incorporated into this agreement in any manner. The fees and other
         amounts payable with respect to each LC are as provided in this
         agreement, drafts under each LC are part of the Obligation, only the
         events specified in this agreement as a Default shall constitute a
         default under any LC, and the terms of this agreement control any
         conflict between the terms of this agreement and any LC Agreement.

                  (j) Delivery of Letters of Credit. Borrower acknowledges that
         each LC will be deemed issued upon delivery to its beneficiary or
         Borrower. In the event that Borrower requests any LC be delivered to
         Borrower rather than the beneficiary, and Borrower or any other Company
         subsequently cancels such LC, Borrower agrees to return it (or cause it
         to be returned by another Company) to Administrative Agent together
         with Borrower's written certification that it has never been delivered
         to such beneficiary. In the event any LC is delivered to its
         beneficiary pursuant to Borrower's instructions, no cancellation
         thereof by Borrower or any other Company shall be effective without
         written consent of such beneficiary to Administrative Agent and return
         of such LC to Administrative Agent. Borrower hereby agrees that if
         Administrative Agent becomes involved in any dispute as a result of
         Borrower's cancellation of any LC, then Borrower shall indemnify the
         Credit Parties for all losses, costs, damages, expenses, and reasonable
         attorneys' fees suffered or incurred by the Credit Parties as a direct
         result thereof.

                                                                CREDIT AGREEMENT

                                       23

<PAGE>   30



         2.4 Swing-Line Subfacility.

                  (a) Conditions. For the convenience of the parties,
         Administrative Agent, solely for its own account, may make any
         requested Borrowing (which request must be made before 2:00 p.m.
         (Dallas, Texas time) on the Business Day the Borrowing is to be made
         and may be telephonic if confirmed in writing during the Business Day
         in which the Borrowing Request is made) of $100,000 (or a greater
         integral multiple of $10,000) directly to Borrower as a Swing-Line
         Borrowing without requiring each other Lender to fund its Commitment
         Percentage thereof unless and until SECTION 2.4(b) is applicable.
         Swing-Line Borrowings are subject to the following conditions:

                           (i) Each Swing-Line Borrowing must occur on a
                  Business Day before the Termination Date;

                           (ii) The total Principal Debt for Swing-Line
                  Borrowings may not exceed $25,000,000, and the Commitment
                  Usage may not exceed the Total Commitment (as that amount is
                  reduced and canceled in accordance with this agreement);

                           (iii) To the extent that a Swing-Line Borrowing
                  remains outstanding, the first Borrowing Request after
                  Borrower has received that Swing-Line Borrowing, which
                  Borrowing Request shall be made no later than ten (10)
                  Business Days after that Swing- Line Borrowing, shall be for
                  an amount at least equal to that Swing-Line Borrowing, and the
                  proceeds of the requested Borrowing shall be used to reduce
                  the Principal Debt for Swing-Line Borrowings to zero;

                           (iv) Each Swing-Line Borrowing is a Base-Rate
                  Borrowing; and

                           (v) Each Borrowing under the Swing-Line Subfacility
                  may be prepaid on same-day telephonic notice from Borrower to
                  Administrative Agent, if notice is received by 2:00 p.m.
                  (Dallas, Texas time).

                  (b) If Borrower fails to repay any Swing-Line Borrowing within
         two (2) Business Days after demand by Administrative Agent (or upon the
         Termination Date), Administrative Agent shall promptly notify each
         Lender of Borrower's failure and the unpaid amount. No later than the
         close of business on the date Administrative Agent gives notice (if
         notice is given before 12:00 noon on any Business Day, or, if made at
         any other time, on the next Business Day following the date of notice),
         each Lender shall irrevocably and unconditionally purchase and receive
         from Administrative Agent a ratable participation in such Swing-Line
         Borrowing and shall make available to Administrative Agent in
         immediately available funds its Commitment Percentage of such unpaid
         amount, together with interest from the date when its payment was due
         to, but not including, the date of payment, at the Default Rate. If a
         Lender does not promptly pay its amount upon Administrative Agent's
         demand, and until Lender makes the required payment, Administrative
         Agent is deemed to continue to have outstanding a Swing-Line Borrowing
         in the amount of the Lender's unpaid obligation. Borrower shall make
         each payment of all or any part of any Swing-Line Borrowing to
         Administrative Agent for the ratable benefit of Administrative Agent
         and those Lenders who have funded their participations in Swing-Line
         Borrowings under this section (but all interest accruing on Swing-Line
         Borrowings before the funding date of any participation is payable
         solely to Administrative Agent for its own account).

                                                                CREDIT AGREEMENT

                                       24

<PAGE>   31



         2.5 Borrowing Notices and LC Requests. Each Borrowing Request (whether
telephonic or written), LC Request, and borrowing request under the Swing-Line
Subfacility, constitutes a representation and warranty by Borrower that as of
the Borrowing Date or the date of issuance of the requested LC, as the case may
be, all of the conditions precedent in SECTION 6 have been satisfied.

         2.6 Termination. Borrower may - upon giving at least two (2) Business
Days prior written and irrevocable notice to Administrative Agent - terminate
all or part of the Revolving Facility as follows:

                  (a) Each partial termination of the Revolving Facility must be
         in an amount of not less than $5,000,000 or a greater integral multiple
         of $1,000,000.

                  (b) Each partial termination of the Revolving Facility must be
         ratable in accordance with each Lender's Commitment Percentage. At the
         time of any such termination, Borrower shall pay to Administrative
         Agent, for the account of each Lender, as applicable, all accrued and
         unpaid fees under this agreement, the interest attributable to the
         amount of that termination, and any related Funding Loss. Any part of
         the Commitments that are terminated may not be reinstated.

         2.7 Lenders.

                  (a) The Lenders on the Closing Date shall be the Lenders set
         forth on SCHEDULE 1 on the Closing Date.

                  (b) At the request of Borrower not more than three (3) times
         prior to the Termination Date, Administrative Agent may increase the
         Total Commitment by (x) admitting additional Lenders hereunder (each a
         "SUBSEQUENT LENDER"), or (y) increasing the Commitment of any Lender
         (each an "INCREASING LENDER"), subject to the following conditions:

                           (i) Each Subsequent Lender is a commercial bank
                  and/or a financial institution approved by Administrative
                  Agent (such approval not to be unreasonably withheld);

                           (ii) Borrower delivers to Administrative Agent a
                  certificate executed by Borrower's chief financial officer
                  demonstrating pro forma compliance with the terms and
                  provisions of the Loan Documents - including, but not limited
                  to, the financial covenants set forth in SECTION 10;

                           (iii) Borrower executes (A) new Notes payable to the
                  order of a Subsequent Lender, or (B) replacement Notes payable
                  to the order of an Increasing Lender;

                           (iv) Borrower pays to Administrative Agent, for the
                  account of Lenders and for distribution to the applicable
                  Subsequent Lender or Increasing Lender as Administrative Agent
                  shall determine, all fees with respect to an increase in the
                  Total Commitment payable pursuant to any fee letter between
                  Borrower and Administrative Agent;

                           (v) Each Subsequent Lender executes a signature page
                  to this Agreement;


                                                                CREDIT AGREEMENT

                                       25

<PAGE>   32



                           (vi) After giving effect to the admission of any
                  Subsequent Lender or the increase in the Commitment of any
                  Increasing Lender, the aggregate face amount of the Total
                  Commitment does not exceed $500,000,000.00;

                           (vii) The increase in the Total Commitment shall be
                  in the minimum amount of $20,000,000.00 or a greater integral
                  multiple of $5,000,000.00;

                           (viii) No admission of any Subsequent Lender shall
                  increase the Commitment of any existing Lender without the
                  consent of such Lender; and

                           (ix) Administrative Agent shall have approved the
                  admission of each Subsequent Lender and the increase of an
                  Increasing Lender, such consent to be on terms and conditions
                  acceptable to Administrative Agent in its sole discretion.

         After the admission of any Subsequent Lender or the increase in the
Commitment of any Increasing Lender, Administrative Agent shall provide to each
Lender a new SCHEDULE 1 to this Agreement.

         2.8 Special Purpose Funding.

                  (a) Notwithstanding anything to the contrary contained herein,
         any Lender (a "DESIGNATING LENDER") may grant to one or more special
         purpose funding vehicles (each, an "SPV"), identified as such in
         writing from time to time by the Designating Lender to the
         Administrative Agent and the Borrower, the option to provide to the
         Borrower all or any part of any Borrowing that such Designating Lender
         would otherwise be obligated to make to the Borrower pursuant to this
         agreement; provided that (i) nothing herein shall constitute a
         commitment by any SPV to make any Borrowing, (ii) if an SPV elects not
         to exercise such option or otherwise fails to provide all or any part
         of such Borrowing, the Designating Lender shall be obligated to make
         such Borrowing pursuant to the terms hereof, and (iii) the Designating
         Lender shall remain liable for any indemnity or other payment
         obligation with respect to its Commitment hereunder. The making of a
         Borrowing by an SPV hereunder shall utilize the Commitment of the
         Designating Lender to the same extent, and as if, such Borrowing were
         made by such Designating Lender.

                  (b) As to any Borrowings or portion thereof made by it, each
         SPV shall have all the rights that a Lender making such Borrowings or
         portion thereof would have had under this agreement; provided, however,
         that each SPV shall have granted to its Designating Lender an
         irrevocable power of attorney, to deliver and receive all
         communications and notices under this agreement (and any Loan
         Documents) and to exercise on such SPV's behalf, all of such SPV's
         voting rights under this agreement. No additional Note shall be
         required to evidence the Borrowings or portion thereof made by an SPV;
         and the related Designating Lender shall be deemed to hold its Note as
         agent for such SPV to the extent of the Borrowings or portion thereof
         funded by such SPV. In addition, any payments for the account of any
         SPV shall be paid to its Designating Lender as agent for such SPV.

                  (c) Each party hereto hereby agrees that no SPV shall be
         liable for any indemnity or payment under this agreement for which a
         Lender would otherwise be liable. In furtherance of the foregoing, each
         party hereto hereby agrees (which agreements shall survive the
         termination of this agreement) that, prior to the date that is one year
         and one day after the payment in full of

                                                                CREDIT AGREEMENT

                                       26

<PAGE>   33



         all outstanding commercial paper or other senior indebtedness of any
         SPV, it will not institute against, or join any other person in
         instituting against, such SPV any Debtor Laws.

                  (d) In addition, notwithstanding anything to the contrary
         contained in this SECTION 2.8 or otherwise in this agreement, any SPV
         may (i) at any time and without paying any processing fee therefor,
         assign or participate all or a portion of its interest in any
         Borrowings to the Designating Lender or to any financial institutions
         providing liquidity and/or credit support to or for the account of such
         SPV to support the funding or maintenance of Borrowings, and (ii)
         disclose on a confidential basis any non-public information relating to
         its Borrowings to any rating agency, commercial paper dealer or
         provider of any surety, guarantee or credit or liquidity enhancements
         to such SPV. This SECTION 2.8 may not be amended without the written
         consent of any Designating Lender affected thereby.

SECTION 3 TERMS OF PAYMENT.

         3.1 Notes and Payments.


                  (a) Notes. Principal Debt under the Revolving Facility (other
         than Principal Debt under the Swing-Line Subfacility) is evidenced by
         the Revolving Notes, one payable to each Lender in the stated amount of
         its initial Commitment. Principal Debt under the Swing-Line Facility
         shall be evidenced by a Swing-Line Note payable to Administrative Agent
         in the stated principal amount of $25,000,000.

                  (b) Payment. Borrower must make each payment and prepayment on
         the Obligation to Administrative Agent's principal office in Dallas,
         Texas in immediately available funds by 1:00 p.m. on the day due;
         otherwise, but subject to SECTION 3.8, those funds continue to accrue
         interest as if they were received on the next Business Day.
         Administrative Agent shall promptly pay to each Lender the part of any
         payment or prepayment to which that Lender is entitled under this
         agreement on the same day Administrative Agent receives the funds from
         Borrower.

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

         3.2 Interest and Principal Payments.

                  (a) Interest. Accrued interest on each LIBOR Borrowing is due
         and payable on the last day of its respective Interest Period. If any
         Interest Period for a LIBOR Borrowing is greater than three months,
         then accrued interest is also due and payable on the date three months
         after the commencement of the Interest Period. Until converted to a
         LIBOR Borrowing under SECTION

                                                                CREDIT AGREEMENT

                                       27

<PAGE>   34



         3.10(b), accrued interest on each Base-Rate Borrowing (including
         Swing-Line Borrowings) is due and payable on the fifth (5th) day of
         each January, April, July, and October - commencing on the first of
         those dates that follows the Closing Date - and on the Termination
         Date.

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

         3.3 Interest Options. Borrowings under the Revolving Facility
(excluding Swing-Line Borrowings) shall bear interest at an annual rate equal to
the lesser of (i) or (ii): (i) the Base Rate or LIBOR plus the Applicable Margin
(in each case as designated or deemed designated by Borrower), as the case may
be; provided, however, if both the Moody's Rating and the S&P Ratings are
designated as "Not Rated", then such Borrowings designated as LIBOR shall bear
interest at Pricing Grid 1 within the definition of Applicable Margin, or (ii)
the Maximum Rate. Each change in the Base Rate and Maximum Rate is effective,
without notice to Borrower or any other Person, upon the effective date of
change.

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

         3.5 Default Rate. If permitted by Law, all past-due Principal Debt,
Borrower's past-due payment and reimbursement obligations in connection with
LCs, and past-due interest accruing on any of the foregoing bears interest from
the date due (stated or by acceleration) at the Default Rate until paid,
regardless whether payment is made before or after entry of a judgment.

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

         3.7 Interest Calculations. Interest will be calculated on the basis of
actual number of days (including the first day but excluding the last day)
elapsed but computed as if each calendar year consisted of 360 days (unless the
calculation would result in an interest rate greater than the Maximum Rate, or
in

                                                                CREDIT AGREEMENT

                                       28

<PAGE>   35



the case of interest on Base-Rate Borrowings in which event interest will be
calculated on the basis of a year of 365 or 366 days, as the case may be). All
interest rate determinations and calculations by Administrative Agent are
conclusive and binding absent manifest error.

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

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

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

                                                                CREDIT AGREEMENT

                                       29

<PAGE>   36



Potential Default exists, then, a LIBOR Borrowing shall be deemed converted to a
Base-Rate Borrowing effective when the applicable Interest Period expires.

         3.11 Order of Application.


                  (a) No Default. If no Default or Potential Default exists, any
         payment shall be applied to the Obligation - except as otherwise
         specifically provided in the Loan Documents - in the order and manner
         as Borrower directs.

                  (b) Default. If a Default or Potential Default exists or if
         Borrower fails to give direction, any payment (including proceeds from
         the exercise of any Rights) shall be applied in the following order:
         (i) to all fees and expenses for which the Credit Parties have not been
         paid or reimbursed in accordance with the Loan Documents (and if such
         payment is less than all unpaid or unreimbursed fees and expenses, then
         the payment shall be paid against unpaid and unreimbursed fees and
         expenses in the order of incurrence or due date); (ii) to accrued
         interest on the Principal Debt; (iii) to the Principal Debt outstanding
         under the Swing-Line Facility; (iv) to any LC reimbursement obligations
         that are due and payable and that remain unfunded by any Borrowing; (v)
         to the remaining Principal Debt in the order as Required Lenders may
         elect (but Required Lenders agree to apply proceeds in an order that
         will minimize any Funding Loss); (vi) to the remaining Obligation in
         the order and manner Required Lenders deem appropriate; and (vii) as a
         deposit with Administrative Agent, for the benefit of the Credit
         Parties, as security for and payment of any subsequent LC reimbursement
         obligations.

                  (c) Pro Rata. Each payment or prepayment shall be distributed
         to each Lender in accordance with its Pro Rata Part of that payment or
         prepayment.

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

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

         3.14 Booking Borrowings. To the extent permitted by Law, any Lender may
make, carry, or transfer its Borrowings at, to, or for the account of any of its
branch offices or the office or branch of any of its Affiliates. However, no
Affiliate or branch is entitled to receive any greater payment under SECTION
3.16 than the transferor Lender would have been entitled to receive with respect
to those

                                                                CREDIT AGREEMENT

                                       30

<PAGE>   37



Borrowings, and a transfer may not be made if, as a direct result of it, SECTION
3.15 or 3.17 would apply to any of the Obligation. If any of the conditions of
SECTIONS 3.16 or 3.17 ever apply to a Lender, that Lender shall, to the extent
possible, carry or transfer its Borrowings at, to, or for the account of any of
its branch offices or the office or branch of any of its Affiliates so long as
the transfer is consistent with the other provisions of this section, does not
create any burden or adverse circumstance for that Lender that would not
otherwise exist, and eliminates or ameliorates the conditions of SECTIONS 3.16
or 3.17 as applicable.

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

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

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

                  (b) Capital Adequacy. With respect to any Borrowing or LC, if
         any change in any present Law, any change in the interpretation or
         application of any present Law, or any future Law regarding capital
         adequacy, or if compliance by Issuing Lender or any Lender with any
         request, directive, or requirement imposed in the future by any
         Tribunal regarding capital adequacy, or if any change in its written
         policies or in the risk category of this transaction, in any

                                                                CREDIT AGREEMENT

                                       31

<PAGE>   38



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

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

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

                                                                CREDIT AGREEMENT

                                       32

<PAGE>   39



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

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

         3.19 Taxes.

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

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

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

                  (d) Each Lender organized under the Laws of a jurisdiction
         outside the United States, on or prior to the date of its execution and
         delivery of this Agreement in the case of each Lender listed on the
         signature pages hereof and on or prior to the date on which it becomes
         a Lender in the case of each other Lender, and from time to time
         thereafter if requested in writing by Borrower or Administrative Agent
         (but only so long as such Lender remains lawfully able to do so), shall
         provide Borrower and Administrative Agent with (i) Internal Revenue
         Service Form 1001 or 4224, as appropriate, or any successor form
         prescribed by the Internal Revenue Service, certifying that such Lender
         is entitled to benefits under an income tax treaty to which the United
         States is a party

                                                                CREDIT AGREEMENT

                                       33

<PAGE>   40



         which reduces the rate of withholding tax on payments of interest or
         certifying that the income receivable pursuant to this Agreement is
         effectively connected with the conduct of a trade or business in the
         United States, (ii) Internal Revenue Service Form W-8 or W-9, as
         appropriate, or any successor form prescribed by the Internal Revenue
         Service, and (iii) any other form or certificate required by any taxing
         authority (including any certificate required by Sections 871(h) and
         881(c) of the Code), certifying that such Lender is entitled to an
         exemption from or a reduced rate of tax on payments pursuant to this
         Agreement or any of the other Loan Documents.

                  (e) For any period with respect to which a Lender has failed
         to provide Borrower and Administrative Agent with the appropriate form
         pursuant to SECTION 3.19 (unless such failure is due to a change in any
         Laws occurring subsequent to the date on which a form originally was
         required to be provided), such Lender shall not be entitled to
         indemnification under SECTION 3.19(c) with respect to Taxes imposed by
         the United States; provided, however, that should a Lender, which is
         otherwise exempt from or subject to a reduced rate of withholding tax,
         become subject to Taxes (other than Excluded Taxes) because of its
         failure to deliver a form required hereunder, Borrower shall take such
         steps as such Lender shall reasonably request to assist such Lender to
         recover such Taxes.

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

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

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

SECTION 4 FEES.


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

         4.2 Administrative Agent's Fees. Borrower shall pay to Administrative
Agent, solely for its own account and for the account of the Syndication Agent,
the arrangement fee described in the letter agreement (as it may be renewed,
extended, or modified) dated as of April 5, 2000, between Borrower,
Administrative Agent, and Syndication Agent.


                                                                CREDIT AGREEMENT

                                       34

<PAGE>   41



         4.3 LC Fees. As an inducement for the issuance (including, without
limitation, the extension) of each LC, Borrower agrees to pay to Administrative
Agent:

                  (a) With respect to LCs which are standby letters of credit:
         For the account of each Lender, according to each Lender's Commitment
         Percentage on the day the fee is payable, an issuance fee, payable
         quarterly in arrears, equal to a percentage of the undrawn amount of
         that LC at the end of each applicable quarterly period, which
         percentage is equal to the Applicable Margin in effect for LIBOR
         Borrowings on the first day of the quarterly period for which a payment
         is payable;

                  (b) With respect to LCs which are commercial letters of
         credit: For the account of each Lender, payable on the date of
         issuance, an issuance fee determined and payable in accordance with the
         Issuing Lender's then current fee policy; and

                  (c) For the account of Issuing Lender, fronting, amendment,
         transfer, negotiation, and other fees as determined and payable in
         accordance with Administrative Agent's then current fee policy.

         4.4 Commitment Fees. From and after the Closing Date, Borrower shall
pay to Administrative Agent a commitment fee for Lenders according to each
Lender's Commitment Percentage. The fee is payable on the fifth (5th) day of
each January, April, July, and October - commencing on July 5, 2000 - and on the
Termination Date for the amount accrued during the previous fiscal quarterly
period. Each payment of the fee is equal to the following, determined for the
calendar quarter (or portion of a calendar quarter commencing on the date of
this agreement or ending on such later Termination Date) preceding and including
the date it is due: from the Closing Date until the Termination Date, the
product of (i) the Applicable Margin for Commitment Fees, times (ii) the amount
by which the average-daily Total Commitment exceeds the average-daily Commitment
Usage (excluding Swing-Line Borrowings), times (iii) a fraction with the number
of days in the applicable quarter or portion of it as the numerator and 360 as
the denominator.

         4.5 Utilization Fee. From and after the Closing Date, Borrower shall
pay to Administrative Agent a utilization fee (the "UTILIZATION FEE"). The
Utilization Fee shall be payable on the fifth (5th) day of each January, April,
July, and October, commencing July 5, 2000, and on the Termination Date for the
amount accrued during the previous fiscal quarterly period. The Utilization Fee
shall be computed as follows:

         (a) For the period beginning with the Closing Date and ending on
         December 31, 2000, inclusive, the product of (i) the Applicable Margin
         for Utilization Fee, times (ii) the daily Commitment Usage for each
         day, divided by (iii) 360; and

         (b) Thereafter, the product of (i) the Applicable Margin for
         Utilization Fee times (ii) the daily Commitment Usage for each day
         during which the Commitment Usage is equal to or exceeds 45% of the
         Total Commitment, divided by (iii) 360.

SECTION 5 SECURITY.

         5.1 Subsidiary Guaranty. As an inducement to the Lenders to enter into
this agreement, and in consideration of the LCs which may be issued by Issuing
Lender under this agreement on behalf of each

                                                                CREDIT AGREEMENT

                                       35

<PAGE>   42



Company, the intercompany advances which may be made by Borrower to its
Subsidiaries, and by Borrower's direct Subsidiaries to Borrower's indirect
Subsidiaries, in accordance with SECTION 2.1(c):

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

                  (b) Borrower shall not at any time permit the Net Worth of
         Non-Guaranteeing Subsidiaries to: (i) exceed five percent (5%) of Total
         Net Worth with respect to any individual Non-Guaranteeing Subsidiary,
         or (ii) exceed ten percent (10%) of Total Net Worth with respect to
         Non-Guaranteeing Subsidiaries in the aggregate. For purposes of this
         section, NON- GUARANTEEING SUBSIDIARIES means Domestic Subsidiaries
         which are not Subsidiary Guarantors, and Foreign Subsidiaries which are
         neither a Subsidiary Guarantor, nor are they the subject of a Foreign
         Stock Pledge.

                  (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 is transferred, sold or assigned to a Person who is not an
         Affiliate, or (ii) a Subsidiary Guarantor 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.

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

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

         5.4 Further Assurances. Borrower shall - and shall cause each other
appropriate Company to - perform the acts, duly authorize, execute, acknowledge,
deliver, file, and record any additional writings, and pay all filings fees and
costs as Administrative Agent or Required Lenders may reasonably deem
appropriate or necessary to perfect and maintain the Lender Liens and preserve
and protect the Rights of Administrative Agent and Lenders under any Loan
Document.

         5.5 Release of Collateral. Administrative Agent shall, upon Borrower's
written request and at Borrower's cost and expense, cause the Lender Liens on
all collateral to be released whenever no Lender has any commitment to extend
credit under any Loan Document, the Obligation has been fully paid and
performed, and all uncancelled and undrawn LCs have been either fully cash
secured or backed by letters of credit acceptable in the sole discretion of
Issuing Lender.


                                                                CREDIT AGREEMENT

                                       36

<PAGE>   43



SECTION 6 CONDITIONS PRECEDENT. No Lender is obligated to fund the initial
Borrowing or issue any LC unless (a) Administrative Agent has received all of
the items described in PART A on SCHEDULE 6; (b) Administrative Agent and its
counsel have completed due diligence satisfactory to each, including without
limitation, a review of financial projections of Borrower, including statements
of income, balance sheets, and cash flow statements; (c) Administrative Agent
has received and reviewed to its satisfaction unaudited financial statements of
Borrower for the quarter ended March 31, 2000, certified by a senior financial
officer of Borrower; and (d) Borrower shall have paid to Administrative Agent
(i) all fees to be received by Administrative Agent pursuant to this agreement
or any other Loan Document; and (ii) an amount equal to the estimated costs and
out-of-pocket expenses of Lender's counsel incurred in connection with the
preparation, execution, and delivery of the Loan Documents and the consummation
of the transactions contemplated thereby. In addition, no Lender is obligated to
fund (as opposed to continue or convert) any Borrowing or issue any LC, and
Administrative Agent will not be obligated to issue any LC or fund any
Swing-Line Borrowing, as the case may be, unless on the applicable Borrowing
Date or issue date (and after giving effect to the requested Borrowing or LC),
as the case may be: (u) Administrative Agent (and Issuing Lender, if applicable)
timely receives a Borrowing Request or LC Request (together with the applicable
LC Agreement), as the case may be; (v) Issuing Lender receives any applicable LC
fee then due and payable; (w) all of the representations and warranties of the
Companies in the Loan Documents are true and correct in all material respects
(unless they speak to a specific date or are based on facts which have changed
by transactions contemplated or expressly permitted by this agreement); (x) no
Material Adverse Event, Default, or Potential Default exists, or would result
from such funding or issuance; and (y) no limitation in SECTION 2.1 or 2.3 is
exceeded. Each Borrowing Request and LC Request, however delivered, constitutes
Borrower's representation and warranty that the conditions in CLAUSES (w)
through (y) above are satisfied. Upon either Administrative Agent's or any
Lender's reasonable request, Borrower shall deliver to that Administrative Agent
or that Lender evidence substantiating any of the matters in the Loan Documents
that are necessary to enable Borrower to qualify for the Borrowing or LC, as the
case may be. Each condition precedent in this agreement (including, without
limitation, those on SCHEDULE 6) is material to the transactions contemplated by
this agreement, and time is of the essence with respect to each condition
precedent, time is of the essence in respect of each thereof. Subject to the
prior approval of Required Lenders, the Credit Parties may make a Borrowing
without all conditions being satisfied, but, to the extent permitted by all
Laws, such Borrowing shall not be deemed to be a waiver of the requirement that
each such condition precedent be satisfied as a prerequisite for any subsequent
Borrowing, unless Required Lenders specifically waive each such item in writing.

SECTION 7 REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
the Credit Parties as follows:

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


                  (a) Borrower will use the proceeds of the Revolving Facility
         (including the LC Subfacility and the Swing-Line Subfacility) for (i)
         refinancing of existing Debt of the Borrower under that certain
         Restated Credit Agreement dated June 20, 1996, executed by Borrower,
         Wells Fargo Bank Texas, National Association (successor by
         consolidation to Wells Fargo Bank (Texas), National Association; "Wells
         Fargo"), Bank One, Texas, N.A., and certain other lenders, (ii)
         refinancing of existing Debt of the Borrower under that certain Credit
         Agreement dated September 27, 1999, executed by Borrower, Wells Fargo,
         and certain other lenders, (iii) the working capital and general
         corporate purposes of itself and its Subsidiaries, and (iv) Permitted
         Acquisitions.

                                                                CREDIT AGREEMENT

                                       37

<PAGE>   44



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

         7.2 Corporate Existence, Good Standing, and Authority. Each Company is
duly organized, validly existing, and in good standing under the Laws of its
jurisdiction of organization. Except where not a Material Adverse Event, each
Company is duly qualified to transact business and is in good standing in each
jurisdiction where the nature and extent of its business and properties require
due qualification and good standing (each of which jurisdictions is identified
on SCHEDULE 7.3, as supplemented from time to time by an amendment to that
schedule that is dated, executed, and delivered by Borrower to Administrative
Agent and Lenders to reflect changes in that schedule as a result of
transactions permitted by the Loan Documents). Each Company possesses all
requisite authority and power to conduct its business as is now being conducted
and as proposed under the Loan Documents to be conducted and to own and operate
its assets as now owned and operated and as proposed to be owned and operated
under the Loan Documents.

         7.3 Subsidiaries and Names. SCHEDULE 7.3 - as supplemented from time to
time by an amendment to that schedule that is dated, executed, and delivered by
Borrower to the Credit Parties with the most recently furnished Compliance
Certificate under SECTION 8.1 to reflect changes in that schedule as a result of
transactions permitted by the Loan Documents - describes (a) all of Borrower's
direct and indirect Subsidiaries, (b) all Companies, (c) every name or trade
name used by each Company during the five-year period before the date of this
agreement, (d) every change of each Company's name during the four-month period
before the date of this agreement, (e) the chief executive office, and location
of books and records of each Company, (f) the percentage of shares of
outstanding capital stock (or similar voting interests) of each Subsidiary held
by a Company, and (g) the Company holding such stock (or similar voting
interests). All of the outstanding shares of capital stock (or similar voting
interests) of Borrower's Subsidiaries are (a) duly authorized, validly issued,
fully paid, and nonassessable, (b) owned of record and beneficially as described
in that schedule or those writings, free and clear of any Liens, except
Permitted Liens, and (c) not subject to any warrants, options, or other
acquisition Rights of any Person that could result in the holders of such
warrants, options, or other acquisition Rights owning, in the aggregate, a
percentage greater than 15% of the outstanding shares of Stock or (iii) any
transfer restriction except restrictions imposed by securities Laws and general
corporate Laws.

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

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

                                                                CREDIT AGREEMENT

                                       38

<PAGE>   45



         7.6 Financials and Existing Debt. The Current Financials were prepared
in accordance with GAAP and present fairly, in all material respects, the
Companies' consolidated financial condition, results of operations, and cash
flows as of, and for the portion of the fiscal year ending on their dates
(subject only to normal year-end adjustments for interim statements). Except for
transactions directly related to, specifically contemplated by, or expressly
permitted by the Loan Documents or as disclosed in the reports filed by Borrower
pursuant to the Securities and Exchange Act of 1934 and delivered to
Administrative Agent and Lenders after the date of the Current Financials, no
material adverse changes have occurred in the Companies' consolidated financial
condition from that shown in the Current Financials.

         7.7 Solvency. On each Borrowing Date, and the date any LC is issued,
Borrower is - and after giving effect to the requested Borrowing is - Solvent.
Except for Subsidiaries set forth in SCHEDULE 7.7 - as supplemented from time to
time, by an amendment to that schedule that is dated, executed, and delivered by
Borrower to the Credit Parties with the most recently furnished Compliance
Certificate under SECTION 8.1 to reflect changes in that schedule - each Company
is (on the effective date of such schedule, after giving effect to the
transactions contemplated by the Loan Documents, any Permitted Acquisition, and
any incurrence of additional Debt will be) Solvent.

         7.8 Litigation. Except as disclosed on SCHEDULE 7.8 - as supplemented
from time to time, by an amendment to that schedule that is dated, executed, and
delivered by Borrower to the Credit Parties to reflect changes in that schedule
- and matters covered (subject to reasonable and customary deductible and
retention) by insurance or indemnification agreements (a) no Company is subject
to, or aware of the threat of, any Litigation that is reasonably likely to be
determined adversely to any Company and, if so adversely determined, is a
Material Adverse Event, and (b) no outstanding and unpaid judgments against any
Company exist that would be a Material Adverse Event.

         7.9 Taxes. Except as disclosed on SCHEDULE 7.8, and with respect to all
existing Tax liabilities which - individually - are greater than $1,000,000, (a)
all Tax returns of each Company required to be filed have been filed (or
extensions have been granted) before delinquency, and (b) all Taxes imposed upon
each Company that are due and payable have been paid before delinquency except
as being contested as permitted by SECTION 8.5. Each repetition of this
representation under SECTION 6, as it may apply to an After-Acquired Subsidiary,
is true and correct to the extent it does not result in a Material Adverse
Event.

         7.10 Environmental Matters. Except as disclosed on SCHEDULE 7.10 - as
supplemented from time to time, by an amendment to that schedule that is dated,
executed, and delivered by Borrower to the Credit Parties to reflect changes in
that schedule:

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

                  (b) No Company has received notice from any Tribunal that it
         has actual or potential Environmental Liability and no Company has
         knowledge that it has any Environmental Liability, which actual or
         potential Environmental Liability in either case constitutes a Material
         Adverse Event.

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


                                                                CREDIT AGREEMENT

                                       39

<PAGE>   46



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

         7.12 Properties; Liens. Each Company has good and marketable title to
all its property reflected on the Current Financials as being owned by it except
for property that is obsolete or that has been disposed of in the ordinary
course of business between the date of the Current Financials and the date of
this agreement or, after the date of this agreement, as permitted by SECTION
9.10 or SECTION 9.11. No Lien exists on any property of any Company except
Permitted Liens. No Company is party or subject to any agreement, instrument, or
order which in any way restricts any Company's ability to allow Liens to exist
upon any of its assets except relating to Permitted Liens.

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

         7.14 Transactions with Affiliates. Except for executive compensation
arrangements of Borrower, transactions with other Companies and as otherwise
disclosed on SCHEDULE 7.14 or permitted by SECTION 9.6, no Company is a party to
a material transaction with any of its Affiliates. For purposes of this SECTION
7.14, such transactions are "material" if they require any Company to pay over
the course of such transactions, more than $5,000,000 with respect to any
individual transaction.

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

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


                                                                CREDIT AGREEMENT

                                       40

<PAGE>   47



         7.17 Labor Matters. After consultation with executive officers of the
Companies responsible for labor matters and issues, and except as disclosed on
SCHEDULE 7.17, (a) No actual or threatened strikes, labor disputes, slow downs,
walkouts, work stoppages, or other concerted interruptions of operations that
involve employees of any Company as of the date hereof (and, with respect to
each repetition of this representation under SECTION 6, there are no such
interruptions which could constitute a Material Adverse Event), (b) hours worked
by and payment made to the employees of any Company or any predecessor of such
Company have not been in material violation of the Fair Labor Standards Act or
any other applicable Laws pertaining to labor matters, (c) all material payments
due from any Company for employee health and welfare insurance, including,
without limitation, workers compensation insurance, have been paid or accrued as
a liability on its books, (d) the business activities and operations of each
Company are materially in compliance with OSHA and other applicable health and
safety Laws.

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

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

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

         7.21 Permitted Acquisitions.

                  (a) Validity. With respect to any Permitted Acquisition, each
         Company has (or will have on the date of the closing of such Permitted
         Acquisition) the power and authority under the Laws of its jurisdiction
         of incorporation and under its Constituent Documents to enter into and
         perform the related Acquisition agreement to which it is a party and
         all other agreements, documents, and actions required thereunder; and
         all actions (corporate or otherwise) necessary or

                                                                CREDIT AGREEMENT

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<PAGE>   48



         appropriate by each Company for the execution and performance of such
         Acquisition agreements, and all other documents, agreements, and
         actions required thereunder, have been taken, and, upon their
         execution, such Acquisition agreements will constitute the valid and
         binding obligation of each Company that is a party thereto, enforceable
         in accordance with their respective terms.

                  (b) No Violations. With respect to any Permitted Acquisition,
         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, including all state corporate
         Laws and judicial precedents of the states of incorporation or
         formation of each Company, 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.

         7.22 Pari Passu Debt. Obligors will at all times ensure that the claims
and rights of the Credit Parties under this agreement and the other Loan
Documents will not be subordinate to, and will rank at all times at least pari
passu with, all other Debt of the Companies, except with respect to the
Subordinated Notes, which shall (at all times) remain subordinate and inferior
to the Obligations. Obligors will not amend, modify or supplement any credit
agreement, notes or other document relating to its Debt in any manner which
would make them more onerous to the respective Obligor than the provisions of
this agreement and the other Loan Documents as in effect from time to time.

         7.23 Contingent "Earn-Out" Payments. SCHEDULE 7.23 - as supplemented
from time to time by an amendment to that schedule that is dated, executed, and
delivered by Borrower to the Credit Parties with the most recently furnished
Compliance Certificate under SECTION 8.1 to reflect changes in that schedule as
a result of transactions permitted by the Loan Documents - describes all
material contractual agreements entered into by any Company to make contingent
("earn-out") payments based on the financial performance of its Subsidiaries.
For purposes of this SECTION 7.23, such transactions are "material" if they
require any Company to pay over the course of such transactions, more than
$5,000,000 with respect to any individual transaction.

SECTION 8 AFFIRMATIVE COVENANTS. For so long as any Lender is committed to lend
or issue LCs under this agreement and until the Obligation has been fully paid
and performed, Borrower covenants and agrees with the Credit Parties that,
without first obtaining Administrative Agent's written notice of Required
Lenders' consent to the contrary:

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

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

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<PAGE>   49



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

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

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

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

                  (f) Schedule and Exhibit Updates. After any of the information
         or disclosures provided on any of the SCHEDULES or EXHIBITS delivered
         pursuant to this Agreement or any Loan Documents becomes outdated or
         incorrect in any material respect, such revised or updated SCHEDULES or
         EXHIBITS as may be necessary or appropriate to update or correct such
         information or disclosures to be delivered with the Compliance
         Certificate next due.

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

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

                  (i) PART B on SCHEDULE 6. Within the days after the Closing
         Date specified on PART B on SCHEDULE 6, the items listed within that
         part of such schedule.


                                                                CREDIT AGREEMENT

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<PAGE>   50



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

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

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

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

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

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

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

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

         8.9 Insurance. Each Company shall, at its cost and expense, maintain
with financially sound, responsible, and reputable insurance companies or
associations - or, as to workers' compensation or

                                                                CREDIT AGREEMENT

                                       44

<PAGE>   51



similar insurance, with an insurance fund or by self-insurance authorized by the
jurisdictions in which it operates - insurance concerning its properties and
businesses against casualties and contingencies and of types and in amounts (and
with co-insurance and deductibles) as shall be reasonably satisfactory to
Administrative Agent, with loss payable to Administrative Agent as its interest
may appear, and provide Administrative Agent with evidence of such insurance
within thirty (30) days after the Closing Date.

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

         8.11     Indemnification.

                  (a) AS USED IN THIS SECTION: (i) "INDEMNITOR" MEANS BORROWER
         AND (PURSUANT TO THE SUBSIDIARY GUARANTY) EACH OTHER SUBSIDIARY
         GUARANTOR; (ii) "INDEMNITEE" MEANS ADMINISTRATIVE AGENT, EACH LENDER,
         EACH PRESENT AND FUTURE AFFILIATE OF ADMINISTRATIVE AGENT OR ANY
         LENDER, EACH PRESENT AND FUTURE REPRESENTATIVE OF ADMINISTRATIVE AGENT,
         ANY LENDER, OR ANY OF THOSE AFFILIATES, AND EACH PRESENT AND FUTURE
         SUCCESSOR AND ASSIGN OF ADMINISTRATIVE AGENT, ANY LENDER, OR ANY OF
         THOSE AFFILIATES OR REPRESENTATIVES; AND (iii) "INDEMNIFIED
         LIABILITIES" MEANS ALL PRESENT AND FUTURE, KNOWN AND UNKNOWN, FIXED AND
         CONTINGENT, ADMINISTRATIVE, INVESTIGATIVE, JUDICIAL, AND OTHER CLAIMS,
         DEMANDS, ACTIONS, CAUSES OF ACTION, INVESTIGATIONS, SUITS, PROCEEDINGS,
         AMOUNTS PAID IN SETTLEMENT, DAMAGES, JUDGMENTS, PENALTIES, COURT COSTS,
         LIABILITIES, AND OBLIGATIONS - AND ALL PRESENT AND FUTURE COSTS,
         EXPENSES, AND DISBURSEMENTS (INCLUDING, WITHOUT LIMITATION, ALL
         REASONABLE ATTORNEYS' FEES AND EXPENSES WHETHER OR NOT SUIT OR OTHER
         PROCEEDING EXISTS OR ANY INDEMNITEE IS PARTY TO ANY SUIT OR OTHER
         PROCEEDING) IN ANY WAY RELATED TO ANY OF THE FOREGOING - THAT MAY AT
         ANY TIME BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY INDEMNITEE
         AND IN ANY WAY RELATING TO OR ARISING OUT OF ANY (A) LOAN DOCUMENT,
         TRANSACTION CONTEMPLATED BY ANY LOAN DOCUMENT, COLLATERAL, OR REAL
         PROPERTY, (B) ENVIRONMENTAL LIABILITY IN ANY WAY RELATED TO ANY
         COMPANY, PREDECESSOR, COLLATERAL, REAL PROPERTY, OR ACT, OMISSION,
         STATUS, OWNERSHIP, OR OTHER RELATIONSHIP, CONDITION, OR CIRCUMSTANCE
         CONTEMPLATED BY, CREATED UNDER, OR ARISING PURSUANT TO OR IN CONNECTION
         WITH ANY LOAN DOCUMENT, OR (C) INDEMNITEE'S SOLE OR CONCURRENT ORDINARY
         NEGLIGENCE.

                  (b) EACH INDEMNITOR SHALL JOINTLY AND SEVERALLY INDEMNIFY EACH
         INDEMNITEE FROM AND AGAINST, PROTECT AND DEFEND EACH INDEMNITEE FROM
         AND AGAINST, HOLD EACH INDEMNITEE HARMLESS FROM AND AGAINST, AND ON
         DEMAND PAY OR REIMBURSE EACH INDEMNITEE FOR, ALL INDEMNIFIED
         LIABILITIES.

                  (c) THE FOREGOING PROVISIONS (i) ARE NOT LIMITED IN AMOUNT
         EVEN IF THAT AMOUNT EXCEEDS THE OBLIGATION, (ii) INCLUDE, WITHOUT
         LIMITATION, REASONABLE FEES

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<PAGE>   52



         AND EXPENSES OF ATTORNEYS AND OTHER COSTS AND EXPENSES OF LITIGATION OR
         PREPARING FOR LITIGATION AND DAMAGES OR INJURY TO PERSONS, PROPERTY, OR
         NATURAL RESOURCES ARISING UNDER ANY STATUTORY OR COMMON LAW, PUNITIVE
         DAMAGES, FINES, AND OTHER PENALTIES, AND (iii) ARE NOT AFFECTED BY THE
         SOURCE OR ORIGIN OF ANY HAZARDOUS SUBSTANCE, AND (iv) ARE NOT AFFECTED
         BY ANY INDEMNITEE'S INVESTIGATION, ACTUAL OR CONSTRUCTIVE KNOWLEDGE,
         COURSE OF DEALING, OR WAIVER.

                  (d) EACH INDEMNITEE IS ENTITLED TO BE INDEMNIFIED UNDER THE
         LOAN DOCUMENTS FOR ITS OWN NEGLIGENCE. HOWEVER, NO INDEMNITEE IS
         ENTITLED TO BE INDEMNIFIED UNDER THE LOAN DOCUMENTS FOR ITS OWN FRAUD,
         GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.

                  (e) THE PROVISIONS OF AND INDEMNIFICATION AND OTHER
         UNDERTAKINGS UNDER THIS SECTION SURVIVE THE FORECLOSURE OF ANY LENDER
         LIEN OR ANY TRANSFER IN LIEU OF THAT FORECLOSURE, THE SALE OR OTHER
         TRANSFER OF ANY COLLATERAL OR REAL PROPERTY TO ANY PERSON, THE
         SATISFACTION OF THE OBLIGATION, THE TERMINATION OF THE LOAN DOCUMENTS,
         AND THE RELEASE OF ANY OR ALL LENDER LIENS.

         8.12 Chief Executive Office; Material Agreements. Borrower shall not
relocate its chief executive office or place where its books and records are
kept (except for the relocation of its books and records to Borrower's chief
executive offices) unless prior thereto it gives Administrative Agent thirty
(30) days written notice of such proposed location. Each Company shall notify
Administrative Agent of the occurrence of any default under any Material
Agreement. In addition, no Company will (a) relocate its chief executive office
or place where its books and records are kept (except for the relocation of its
books and records to Borrower's chief executive offices) to a location other
than that set forth in the then- effective SCHEDULE 7.3 required to be delivered
in accordance with the terms of this agreement, or (b) amend, modify, surrender,
impair, forfeit, cancel, or terminate, or permit the amendment, modification,
surrender, impairment, forfeiture, cancellation, or termination of, any Material
Agreement (other than amendments or modifications which could not, individually
or collectively, be a Material Adverse Event, and cancellations or terminations
of contracts when the other party thereto has defaulted thereunder).

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

         8.14 After-Acquired Subsidiaries. To the extent required under SECTION
5.1(a), Borrower shall, and shall cause each other Company to, cause each
After-Acquired Subsidiary that is a Domestic Subsidiary, or a Subsidiary
Guarantor that has converted from one organizational type to another, to become
a Subsidiary Guarantor pursuant to SECTION 15.10 and to provide to
Administrative Agent within thirty (30) days after such Acquisition or
conversion: (a) a good standing certificate from the Secretary of State of the
state of its incorporation, formation, or organization; and (b) an Officer's
Certificate of such After-Acquired Subsidiary certifying (i) its Constituent
Documents, (ii) resolutions of its board of directors approving and authorizing
the execution, delivery, and performance of the Loan Documents to be executed by
such After-Acquired Subsidiary, and (iii) signatures and incumbency of its
officers executing the Loan Documents to be executed by such After-Acquired
Subsidiary.

                                                                CREDIT AGREEMENT

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<PAGE>   53



SECTION 9 NEGATIVE COVENANTS. For so long as any Lender is committed to lend or
issue LCs under this agreement and until the Obligation has been fully paid and
performed, Borrower covenants and agrees with the Credit Parties that, without
first obtaining Administrative Agent's written notice of Required Lenders'
consent to the contrary:

         9.1 Payroll Taxes. No Company may use any proceeds of any Borrowing to
pay the wages of employees unless a timely payment to or deposit with the United
States of America of all amounts of Tax required to be deducted and withheld
with respect to such wages is also made.

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


         9.3 Loans, Advances, Acquisitions and Investments.

                  (a) Loans and Advances. No Company may, directly or
         indirectly, make any loan, advance or extension of credit to, or
         purchase or commit to purchase any evidences of Debt of, any other
         Person, other than (i) advances by Borrower to a Subsidiary Guarantor;
         (ii) advances by Borrower to Foreign Subsidiaries and other Persons,
         subject to the dollar limitation in SECTION 2.1(c); (iii) advances by
         Borrower to a Subsidiary from its own funds, provided that such funds
         are not proceeds of Borrowings, (iv) advances by a direct Subsidiary of
         Borrower to its Subsidiaries from its own funds, provided that such
         funds are not proceeds of Borrowings, (v) advances to Borrower by a
         Subsidiary Guarantor, (vi) current 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, (vii) notes received by a Company as
         consideration from an asset disposition permitted under SECTION 9.10,
         and (viii) loans, advances, or extensions of credit existing on the
         Closing Date and identified on SCHEDULE 9.2.

                  (b) Acquisitions and Investments. No Company may, directly or
         indirectly, make any investment in, or purchase or commit to purchase
         any Stock, or interests in, or assets of any other Person (including,
         but not limited to, any new Subsidiary of any of the Companies), or
         merge or consolidate with any Person, other than (i) marketable direct
         obligations issued or unconditionally guaranteed by the United States
         Government or issued by an agency thereof and backed by the full faith
         and credit of the United States of America; (ii) marketable direct
         obligations issued by any state of the United States of America or any
         political subdivision of any such state or any public instrumentality
         thereof and, at the time of acquisition, having an investment grade
         rating obtainable from either Moody's or S&P, and not listed in Credit
         Watch published by S&P; (iii) commercial paper, other than commercial
         paper issued by a Company, maturing no more than ninety (90) days after
         the date of creation thereof and, at the time of acquisition, having an
         investment grade rating from either S&P or Moody's; (iv) investment
         grade domestic and eurodollar certificates of deposit or time deposits
         or bankers' acceptances maturing within one year after the date of
         acquisition thereof issued by any commercial bank organized under the
         laws of the United States of America or any state thereof or the
         District of Columbia having combined capital and surplus of not less
         than $250,000,000; (v) Borrower's repurchases of its common Stock
         permitted under SECTION 9.9; (vi) common Stock for which there is a
         public market; (vii) variable rate preferred stock, auction market
         preferred stock, remarketed preferred stock, and preferred stock funds
         having an investment grade rating from either Moody's or S&P; (viii)
         variable rate demand notes or variable rate demand bonds having an
         investment grade rating from either Moody's or S&P; (ix) repurchase
         agreements collateralized with instruments or securities described in
         CLAUSES (i) through (viii) of this SECTION 9.3(b); (x) other
         instruments having an

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<PAGE>   54



         investment grade rating from either Moody's or S&P; (xi) money market
         funds, mutual funds or other funds that invest in instruments or
         securities described in CLAUSES (i) through (x) of this SECTION 9.3(b);
         (xii) any merger or consolidation of a Subsidiary into another
         Subsidiary or into Borrower or liquidation, dissolution or conversion
         of a Subsidiary; (xiii) Subsidiary Guarantors; (xiv) Non-Guaranteeing
         Subsidiaries provided that the amount of investments in
         Non-Guaranteeing Subsidiaries does not at any time exceed (A) five
         percent (5%) of the Total Commitment with respect to any individual
         Non-Guaranteeing Subsidiary, and (B) ten percent (10%) of the Total
         Commitment with respect to the aggregate of all such Non-Guaranteeing
         Subsidiaries; (xv) After- Acquired Subsidiaries acquired pursuant to
         Permitted Acquisitions; (xvi) Subsidiaries formed after the Closing
         Date provided that each such Subsidiary complies with SECTION 8.14; and
         (xvii) Voting Stock acquired by any Company in any other entity
         provided that the aggregate consideration paid (whether in the form of
         cash or services or Stock) for such Voting Stock does not at any time
         exceed 20% of the Total Net Worth.

         9.4 Liens. No Company may (a) create, incur, or suffer or permit to be
created or incurred or to exist any Lien upon any of its assets except Permitted
Liens or (b) enter into or permit to exist any arrangement or agreement that
directly or indirectly prohibits any Company from creating or incurring any Lien
on any of its assets (i) except the Loan Documents, (ii) any lease that places a
Lien prohibition on only the property subject to that lease, and (iii)
arrangements and agreements that apply only to property subject to Permitted
Liens.

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

         9.6 Transactions with Affiliates. Except for executive compensation
arrangements of Borrower, and as disclosed on SCHEDULE 7.14, no Company may,
directly or indirectly, enter into any material transaction (including, without
limitation, the sale or exchange of property or the rendering of service) with
any of its Affiliates (who are not Companies), other than transactions in the
ordinary course of business and upon fair and reasonable terms no less favorable
than could be obtained in an arm's-length transaction with a Person that was not
its Affiliate. For purposes of this SECTION 9.6, such transactions are
"material" if they require any Company to pay over the course of such
transactions more than $5,000,000 with respect to any individual transaction.

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

         9.8 Issuance of Securities.

                  (a) Borrower may not permit any Subsidiary to, directly or
         indirectly, issue, sell, or otherwise dispose of any carrying Rights,
         warrants, options or other Rights to subscribe for or purchase any such
         shares, other than (i) Rights under existing employee stock option
         plans of any Subsidiary or such Subsidiary employee stock option plans
         which are hereafter created in the ordinary course of business, and
         (ii) any warrants, options, or other acquisition Rights of any

                                                                CREDIT AGREEMENT

                                       48

<PAGE>   55



         Person that could not result in the holders of such warrants, options,
         or other acquisition Rights owning, in the aggregate, at least 15% of
         the outstanding shares of capital stock.

                  (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, unless (i) such
         Subsidiary is a Subsidiary Guarantor, and, after giving effect to such
         issuance, sale, or disposition, such Subsidiary will continue to be a
         Subsidiary of Borrower, or (ii) such issuance, sale or other
         disposition is a Permitted IPO, all of which Permitted IPOs must occur,
         if they occur, within a single quarterly fiscal period of Borrower
         prior to the Termination Date.

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

         9.10 Disposition of Assets. No Company may, directly or indirectly,
sell, lease, or otherwise dispose of all or any substantial or material assets,
other than (a) sales of inventory in the ordinary course of business, (b) sales
of equipment for a fair and adequate consideration, provided that if any such
equipment is sold, and a replacement is necessary for the proper operation of
the business of such Company, such Company will replace such equipment, (c) the
sale, assignment, transfer or other disposition of percentage interests in the
Receivables Program Assets pursuant to any Accounts Receivables Financing
approved in an advance by the Agents (in their sole discretion, not unreasonably
withheld), so long as the aggregate Accounts Receivable Financing Amount payable
from the Receivables Program Assets to the purchasers under all such Accounts
Receivables Financings does not exceed $125,000,000, (d) other dispositions of
assets (including, but not limited to, sales or dispositions of Subsidiary
Stock) which do not in the aggregate: (i) exceed for the period commencing on
the Closing Date through and including June 30, 2001, thirty percent (30%) of
Borrower's Net Worth or, during such period, result in a decrease in Borrower's
Adjusted EBITDA by an amount that exceeds ten percent (10%) of Adjusted EBITDA
at the beginning of such period; and (ii) exceed, for each fiscal year
thereafter, ten percent (10%) of Borrower's Net Worth, and (e) a Permitted IPO
permitted under SECTION 9.8(b).

         9.11 Mergers, Consolidations, and Dissolutions. Except as may be
permitted under SECTION 9.3, 9.8(b) or 9.10, no Company may liquidate, wind up,
or dissolve or merge or consolidate with any other Person.

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

         9.13 Fiscal Year and Accounting Methods. No Company may change its
fiscal year more than once during the term of this agreement (except that a
Subsidiary may change its fiscal year at any time to match Borrower's fiscal
year), and then only after giving written notice of its intent to make such
change

                                                                CREDIT AGREEMENT

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<PAGE>   56



to Administrative Agent. No Company shall change its method of accounting (other
than changes with which the Company's auditors have concurred, or immaterial
changes in methods).

         9.14 New Businesses. No Company may, directly or indirectly, engage in
any business which is substantially different from the businesses in which it is
presently engaged, and each Company shall continue to conduct the businesses in
which it is presently engaged in substantially the same fashion (including,
without limitation, its contracts for compute cycles), other than the engagement
of a Company in a new business (through an acquisition of an existing business
otherwise permitted under the terms of this agreement or the formation of a de
novo business otherwise 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 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 for the Rolling
Period, both of which (consolidated assets and gross revenues) shall be
determined as of the most recent quarterly Financials delivered under SECTION
8.1 prior to such expenditure or investment.

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

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

         9.17 Deposit of Borrowings. Borrower may not deposit proceeds of
Borrowings in any Settlement Aggregation Account.

         9.18 Prepayments of Subordinated Notes. Borrower may not prepay or
cause to be prepaid any principal of, or any interest on, any of the
Subordinated Notes except (a) exchanges of Subordinated Notes for other
Subordinated Notes, (b) conversions of Debt under the Subordinated Notes to
equity of Borrower that is not mandatorily redeemable, and (c) cash redemptions
of Subordinated Notes the aggregate amount of which never exceeds $3,000,000.

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

                                                                CREDIT AGREEMENT

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<PAGE>   57



confer additional material rights to the holder of the Subordinated Notes in a
manner adverse to Borrower, Administrative Agent, or any Lender.

SECTION 10 FINANCIAL COVENANTS. For so long as any Lender is committed to lend
or issue LCs under this agreement and until the Obligation has been fully paid
and performed, Borrower covenants and agrees with Administrative Agent and
Lenders that, without first obtaining Administrative Agent's written notice of
Required Lenders' consent to the contrary, it may not directly or indirectly
permit:

         10.1 Net Worth. The Companies' Net Worth - determined as of the last
day of each fiscal quarter of Borrower - to be less than the sum of (a)
$500,000,000, plus (b) 75% of the Companies' cumulative net income (without
deduction for losses) commencing with the fiscal quarter ending immediately
after the Closing Date, plus (c) fifty percent (50%) of the gross proceeds of
any Subject Securities Issuance occurring following the Closing Date, plus (d)
the net proceeds of any Permitted IPO occurring after the Closing Date and in
compliance with SECTION 9.8(b).

         10.2 Funded Debt/Adjusted EBITDA Ratio. The Funded Debt/Adjusted EBITDA
Ratio to ever be more than 3.00 to 1.00.

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

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

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

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

                  (a) In SECTIONS 8.1 through 8.4, 8.7, 8.8, 8.10 through 8.14,
         9.3(b), 9.6, 9.8 through 9.13, and 9.15 through 9.19; or

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

                  (c) In SECTIONS 5.1, 8.5, 8.6, 8.9, 9.3(a), 9.4, 9.5, 9.7,
         9.14, or, if such Debt has been assumed in connection with an
         Acquisition, SECTION 9.2, and that failure or refusal continues for
         thirty (30) days after any Company has knowledge thereof (or for a
         period of thirty (30) days after knowledge of such failure or refusal
         would normally have come to the attention of the chief financial
         officer of such Company in the ordinary course of business); or

                  (d) Any other covenant, agreement or condition other than
         covenants listed in CLAUSES (a) - (c) preceding, and such failure or
         refusal continues for a period of ten (10) days after any

                                                                CREDIT AGREEMENT

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<PAGE>   58



         Company has knowledge thereof (or for a period of ten (10) days after
         knowledge of such failure or refusal would normally have come to the
         attention of the chief financial officer of such Company in the
         ordinary course of business).

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

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

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

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

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

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

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

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


                                                                CREDIT AGREEMENT

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<PAGE>   59



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

                  (a) Borrower's board of directors; or

                  (b) The surviving corporation's board of directors in the
         event of any merger or consolidation (if permitted by SECTION 9.3(b))
         involving Borrower; or

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

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

         11.10 Other Funded Debt. In respect of any Debt (other than the
Obligation and the Debt evidenced by the Subordinated Notes) individually or
collectively of at least $10,000,000 (a) any default or other event or condition
occurs or exists (other than a mandatory prepayment as a result of disposition
of assets if permitted by the Loan Documents) beyond the applicable grace or
cure period (and solely with respect to the Debt set forth in ITEMS 2 and 4 of
SCHEDULE 9.2, such default or other event or condition continues for twenty (20)
Business Days beyond such grace or cure period) the effect of which is to cause
or to permit any holder of that Funded Debt to cause, whether or not it elects
to cause, any of that Funded Debt to become due before its stated maturity or
regularly scheduled payment dates, or (b) any of that Debt is declared to be due
and payable or required to be prepaid by any Company before its stated maturity
(and solely with respect to the Debt set forth in ITEMS 2 and 4 of SCHEDULE 9.2,
such prepayment is not made by Borrower within twenty (20) Business Days after
such guaranty is called). Notwithstanding the foregoing sentence, it shall not
be a Default if (y) either (i) the validity or amount of such accelerated Debt
is being contested in good faith by lawful proceedings diligently conducted, or
(ii) a nonappealable judgment has been entered against any Company with respect
to such Debt, and such judgment is satisfied within ninety (90) days after it is
entered, and (z) a reserve or other provision required by GAAP has been made.

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

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


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<PAGE>   60



         11.13 LCs. The validity or enforceability of any LC or any provision of
this agreement relating to the LC or the LC Exposure shall be contested by any
Company, or a proceeding shall be commenced by any Tribunal seeking to establish
the invalidity or unenforceability thereof, or Borrower shall deny that it or
any other Company has any or further liability or obligation under this
agreement relating to any Letters of Credit and any LC Exposure, or
Administrative Agent is served with or otherwise subject to a court order,
injunction, or other process or decree restraining or seeking to restrain it
from paying any amount under any LC and either (a) a drawing has occurred under
the LC, and Borrower has refused to reimburse Issuing Lender for payment, or (b)
the expiration date of the LC has occurred, but the Right of the beneficiary to
draw under the LC has been extended past the Maturity Date in connection with
the pendency of the related court action or proceeding, and Borrower has failed
to deposit with Administrative Agent cash collateral in an amount equal to
Issuing Lender's maximum exposure under the LC.

         11.14 Material Agreements.


                  (a) The occurrence of a default under the ATM Credit
         Agreement.

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

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

         11.16 Subordinated Notes. The occurrence of a default or event of
default or Borrower's receipt of notice of a default or event of default under
any of the Subordinated Notes or any Indenture or other agreement, document, or
instrument executed and delivered in connection with the issuance of the
Subordinated Notes.

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


                  (a) A "Reportable Event" or "Reportable Events," or a failure
         to make a required installment or other payment (within the meaning of
         Section 412(n)(1) of the Code), shall have occurred with respect to any
         Employee Plan or Plans that is expected to result in liability of
         Borrower to the PBGC or to an Employee Plan; or

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

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

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<PAGE>   61



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

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

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

SECTION 12 RIGHTS AND REMEDIES.


         12.1 Remedies Upon Default.


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

                  (b) Other Defaults. If any Default exists, subject to the
         terms of SECTION 13.5(b), Administrative Agent may (with the consent
         of, and must, upon the request of, Required Lenders), do any one or
         more of the following: (i) if the maturity of the Obligation has not
         already been accelerated under SECTION 12.1(a), declare the entire
         unpaid balance of all or any part of the Obligation immediately due and
         payable, whereupon it is due and payable; (ii) terminate the
         commitments of Lenders to extend credit under this agreement; (iii)
         reduce any claim to judgment; (iv) demand payment of an amount equal to
         the LC Exposure then existing and retain as collateral for the LC
         Exposure any amounts received from any Company, from any property of
         any Company, through offset, or otherwise; and (v) exercise any and all
         other legal or equitable Rights afforded by the Loan Documents, by
         applicable Laws, or in equity.

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

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

                                                                CREDIT AGREEMENT

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<PAGE>   62



by any renewal or extension in the time of payment of all or any part of the
Obligation, by any indulgence, or by any release or change in any security for
the payment of all or any part of the Obligation.

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

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

         12.5 Course of Dealing. The acceptance by any Credit Party of any
partial payment on the Obligation is not a waiver of any Default then existing.
No waiver by Administrative Agent, Required Lenders, or any other Credit Party
of any Default is a waiver of any other then-existing or subsequent Default. No
delay or omission by Administrative Agent, Required Lenders, or any other Credit
Party in exercising any Right under the Loan Documents impairs that Right or is
a waiver thereof or any acquiescence therein, nor will any single or partial
exercise of any Right preclude other or further exercise thereof or the exercise
of any other Right under the Loan Documents or otherwise.

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

         12.7 Application of Proceeds. Any and all proceeds ever received by any
Credit Party from the exercise of any Rights pertaining to the Obligation shall
be applied to the Obligation according to SECTION 3.

         12.8 Certain Proceedings. Borrower shall promptly execute and deliver,
or cause the execution and delivery of, all applications, certificates,
instruments, registration statements, and all other documents and papers
reasonably requested by any Credit Party in connection with the obtaining of any
consent,

                                                                CREDIT AGREEMENT

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<PAGE>   63



approval, registration (other than securities Law registrations), qualification,
permit, license, or authorization of any Tribunal or other Person necessary or
appropriate for the effective exercise of any Rights under the Loan Documents.
Because Borrower agrees that any Credit Party's remedies at Law for failure of
Borrower to comply with the provisions of this section would be inadequate and
that failure would not be adequately compensable in damages, Borrower agrees
that the covenants of this section may be specifically enforced.

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

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

         12.11 Expenses; Indemnification.

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

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

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         officers, employees, attorneys, agents, and advisers, on any theory of
         liability, for special, indirect, consequential, or punitive damages
         arising out of or otherwise relating to the Loan Documents, any of the
         transactions contemplated herein or the actual or proposed use of the
         proceeds of any Borrowing.

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

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

SECTION 13 ADMINISTRATIVE AGENT AND LENDERS.


         13.1 Administrative Agent.


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


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                  (b) Successor. Administrative Agent may assign all of its
         Rights and obligations as Administrative Agent under the Loan Documents
         to any of its Affiliates, which Affiliate shall then be the successor
         Administrative Agent under the Loan Documents. Administrative Agent may
         also voluntarily resign and shall resign upon the request of Required
         Lenders for cause (i.e., Administrative Agent is continuing to fail to
         perform its responsibilities under the Loan Documents). If the initial,
         or any successor to, Administrative Agent ever ceases to be a party to
         this agreement or if either of the initial, or any successor to,
         Administrative Agent ever resigns (whether voluntarily or at the
         request of Required Lenders), then Required Lenders shall appoint a
         successor to Administrative Agent from among Lenders (other than the
         resigning Administrative Agent). If Required Lenders fail to appoint a
         successor to such Administrative Agent within thirty (30) days after
         the resigning Administrative Agent has given notice of resignation or
         Required Lenders have removed the resigning Administrative Agent, then
         the resigning Administrative Agent may, on behalf of Lenders, appoint a
         successor Administrative Agent, that (i) must be a commercial bank
         having a combined capital and surplus of at least $1,000,000,000 (as
         shown on its most recently published statement of condition), and (ii)
         must be consented to by Borrower, which consent shall not be
         unreasonably delayed or withheld. Upon its acceptance of appointment as
         successor Administrative Agent, the successor Administrative Agent
         succeeds to and becomes vested with all of the Rights of the prior
         Administrative Agent, and the prior Administrative Agent is discharged
         from its duties and obligations as Administrative Agent under the Loan
         Documents, and each Lender shall execute the documents that any Lender,
         the resigning or removed Administrative Agent, or the successor
         Administrative Agent reasonably request to reflect the change. After
         Administrative Agent's resignation or removal as Administrative Agent
         under the Loan Documents, the provisions of this section inure to its
         benefit as to any actions taken or not taken by it while it was
         Administrative Agent under the Loan Documents.

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

                  (d) Other Activities. Any Credit Party may now or in the
         future be engaged in one or more loan, letter of credit, leasing, or
         other financing transactions with Borrower, act as trustee or
         depositary for Borrower, or otherwise be engaged in other transactions
         with Borrower (collectively, the "OTHER ACTIVITIES") not the subject of
         the Loan Documents. Without limiting the Rights of Lenders specifically
         set forth in the Loan Documents, neither Administrative Agent nor any
         Lender is responsible to account to the other Lenders for those other
         activities, and no Lender shall have any interest in any other Lender's
         activities, any present or future guaranties by or for the account of
         Borrower that are not contemplated by or included in the Loan
         Documents, any present or future offset exercised by Administrative
         Agent or any Lender in respect of those other activities, any present
         or future property taken as security for any of those other activities,
         or any property now or hereafter in Administrative Agent's or any other
         Lender's possession or control

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         that may be or become security for the obligations of Borrower arising
         under the Loan Documents by reason of the general description of
         indebtedness secured or of property contained in any other agreements,
         documents, or instruments related to any of those other activities
         (but, if any payments in respect of those guaranties or that property
         or the proceeds thereof is applied by Administrative Agent or any
         Lender to reduce the Obligation, then each Lender is entitled to share
         ratably in the application as provided in the Loan Documents).

         13.2 Expenses. Each Lender shall pay its Pro Rata Part of any
reasonable expenses (including, without limitation, court costs, reasonable
attorneys' fees and other costs of collection) incurred by Administrative Agent
or Issuing Lender (while acting in such capacity) in connection with any of the
Loan Documents if Administrative Agent or such Issuing Lender is not reimbursed
from other sources within thirty (30) days after incurrence. Each Lender is
entitled to receive its Pro Rata Part of any reimbursement that it makes to
Administrative Agent or Issuing Lender if Administrative Agent or such Issuing
Lender is subsequently reimbursed from other sources.

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

         13.4 Delegation of Duties; Reliance. Lenders may perform any of their
duties or exercise any of their Rights under the Loan Documents by or through
Administrative Agent, and Lenders and Administrative Agent may perform any of
their duties or exercise any of their Rights under the Loan Documents by or
through their respective Representatives. Administrative Agent, Lenders, and
their respective Representatives (a) are entitled to rely upon (and shall be
protected in relying upon) any written or oral statement believed by them to be
genuine and correct and to have been signed or made by the proper Person and,
with respect to legal matters, upon opinion of counsel selected by
Administrative Agent or that Lender (but nothing in this CLAUSE (A) permits
Administrative Agent to rely on (i) oral statements if a writing is required by
this agreement or (ii) any other writing if a specific writing is required by
this agreement), (b) are entitled to deem and treat each Lender as the owner and
holder of its portion of the Obligation for all purposes until, written notice
of the assignment or transfer is given to and received by Administrative Agent
(and any request, authorization, consent, or approval of any Lender is
conclusive and binding on each subsequent holder, assignee, or transferee of or
Participant in that Lender's portion of the Obligation until that notice is
given and received), (c) are not deemed to have notice of the occurrence of a
Default unless a responsible officer of Administrative Agent, who handles
matters associated with the Loan Documents and transactions thereunder, has
actual knowledge or Administrative Agent has been notified by a Lender or
Borrower, and (d) are entitled to consult with legal counsel (including counsel
for Borrower), independent accountants, and other experts selected by
Administrative Agent and are not liable for any action taken or not taken in
good faith by it in accordance with the advice of counsel, accountants, or
experts.

         13.5 Limitation of Administrative Agent's Liability.


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

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<PAGE>   67



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

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

                  (c) Reliance. Administrative Agent is not responsible to any
         Lender or any Participant for, and each Lender represents and warrants
         that it has not relied upon Administrative Agent in respect of, (i) the
         creditworthiness of any Company and the risks involved to that Lender,
         (ii) the effectiveness, enforceability, genuineness, validity, or the
         due execution of any Loan Document (except by Administrative Agent),
         (iii) any representation, warranty, document, certificate, report, or
         statement made therein (except by Administrative Agent) or furnished
         thereunder or in connection therewith, (iv) the adequacy of any
         collateral now or hereafter securing the Obligation or the existence,
         priority, or perfection of any Lien now or hereafter granted or
         purported to be granted on the collateral under any Loan Document, or
         (v) observation of or compliance with any of the terms, covenants, or
         conditions of any Loan Document on the part of any Company. EACH LENDER
         AGREES TO INDEMNIFY ADMINISTRATIVE AGENT AND ITS REPRESENTATIVES AND
         HOLD THEM HARMLESS FROM AND AGAINST (BUT LIMITED TO SUCH LENDER'S
         COMMITMENT PERCENTAGE OF) ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
         DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, REASONABLE
         EXPENSES, AND REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER
         THAT MAY BE IMPOSED ON, ASSERTED AGAINST, OR INCURRED BY THEM IN ANY
         WAY RELATING TO OR ARISING OUT OF THE LOAN DOCUMENTS OR ANY ACTION
         TAKEN OR OMITTED BY THEM UNDER THE LOAN DOCUMENTS IF ADMINISTRATIVE
         AGENT OR ITS REPRESENTATIVES ARE NOT REIMBURSED FOR SUCH AMOUNTS BY ANY
         COMPANY. ALTHOUGH ADMINISTRATIVE AGENT AND ITS REPRESENTATIVES HAVE THE
         RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR THEIR OWN ORDINARY
         NEGLIGENCE, NEITHER CO-AGENT NOR THEIR RESPECTIVE REPRESENTATIVES HAVE
         THE RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR THEIR OWN FRAUD,
         GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

         13.6 Default. While a Default exists, Lenders agree to promptly confer
in order that Required Lenders or Lenders, as the case may be, may agree upon a
course of action for the enforcement of the Rights of Lenders. Administrative
Agent is entitled to act or refrain from taking any action (without incurring
any liability to any Person for so acting or refraining) unless and until it has
received instructions

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from Required Lenders. In actions with respect to any Company's property,
Administrative Agent is acting for the ratable benefit of each Lender.

         13.7 Collateral Matters.

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

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

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

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

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

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

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

         13.10 Benefits of Agreement. None of the provisions of this section
inure to the benefit of any Company or any other Person except the Credit
Parties. Therefore, no Company or any other Person is

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responsible or liable for, entitled to rely upon, or entitled to raise as a
defense - in any manner whatsoever - the failure of any Credit Party to comply
with these provisions.

SECTION 14 MISCELLANEOUS.


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

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

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

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

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

         14.6 Governing Law. Unless otherwise stated in any Loan Document, the
Laws of the State of Texas and of the United States of America govern the Rights
and duties of the parties to the Loan Documents and the validity, construction,
enforcement, and interpretation of the Loan Documents.

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

         14.8 Amendments, Consents, Conflicts, and Waivers.


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

                  (b) All Lenders. Except as specifically otherwise provided in
         this SECTION 14.8, any amendment to or consent or waiver under this
         agreement or any Loan Document that purports to accomplish any of the
         following must be by an instrument in writing executed by Borrower and
         Administrative Agent and executed (or approved, as the case may be) by
         each Lender: (i) extends the due date or decreases the amount of any
         scheduled payment or amortization of the Obligation beyond the date
         specified in the Loan Documents; (ii) decreases any rate or amount of
         interest, fees, or other sums payable to Administrative Agent or
         Lenders under this agreement (except such reductions as are
         contemplated by this agreement); (iii) changes the definition of
         "COMMITMENT," "COMMITMENT PERCENTAGE," "REQUIRED LENDERS," "PRO RATA
         PART" or "TOTAL COMMITMENT;"; (iv) increases any one or more Lenders'
         Commitment (except as provided in SECTION 2.7); (v) waives compliance
         with, amends, or fully or partially releases - except as expressly
         provided in SECTION 5.1 - any Subsidiary Guaranty or Security Document;
         or (vi) changes this CLAUSE (b) or any other matter specifically
         requiring the consent of all Lenders under this agreement.

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

                  (d) LCs. Any LC may be renewed, extended, amended, replaced,
         or canceled consistent with the terms of this agreement by writing
         executed by the Issuing Lender and Borrower that is first approved by
         Administrative Agent.

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

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

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

         14.10 Parties.


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

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

                  (c) Assignments. Each Lender may make assignments to the
         Federal Reserve Bank. Each Lender may also assign to one or more
         assignees (each an "ASSIGNEE") all or any part of its Rights and
         obligations under the Loan Documents so long as (i) the assignor Lender
         and Assignee execute and deliver to Administrative Agent and Borrower
         for their consent and acceptance (that may not be unreasonably withheld
         in any instance and is not required if the Assignee is an Affiliate of
         the assigning Lender) an assignment and assumption agreement in
         substantially the form of EXHIBIT F (an "ASSIGNMENT") and pay to
         Administrative Agent a processing fee of $2,500, (ii) the assignment is
         for an identical percentage of the assignor Lender's Rights and
         obligations under the Revolving Facility, (iii) the assignment must be
         for a minimum total Commitment of $5,000,000 and, if the assigning
         Lender retains any Commitment, it must be a minimum total Commitment of
         $5,000,000, and (iv) the conditions for that assignment set forth in
         the applicable Assignment are satisfied; provided, however, that so
         long as a Default has occurred and is continuing (A) Borrower's consent
         shall not be required for an assignment to any Eligible Assignee, and
         (B) the minimum amounts described in subsection (iii) above shall not
         be required. The Effective Date in each Assignment must (unless a
         shorter period is agreeable to Borrower and Administrative Agent) be at
         least five (5) Business Days after it is executed and delivered by the
         assignor Lender and the Assignee to Administrative Agent and Borrower
         for acceptance. Once that Assignment is accepted by Administrative
         Agent and Borrower, and subject to all of the following occurring,
         then, on and after the Effective Date stated in it (i) the Assignee
         automatically becomes a party to this agreement and, to the extent
         provided in that Assignment, has the Rights and obligations of a Lender
         under the Loan Documents, (ii) the assignor Lender, to the extent
         provided in that Assignment, is released from its obligations to fund
         Borrowings under this agreement and its

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         reimbursement obligations under this agreement and, in the case of an
         Assignment covering all of the remaining portion of the assignor
         Lender's Rights and obligations under the Loan Documents, that Lender
         ceases to be a party to the Loan Documents, (iii) Borrower shall
         execute and deliver to the assignor Lender and the Assignee the
         appropriate Notes in accordance with this agreement following the
         transfer, (iv) upon delivery of the Notes under CLAUSE (iii) preceding,
         the assignor Lender shall return to Borrower all Notes previously
         delivered to that Lender under this agreement, and (v) SCHEDULE 1 is
         automatically deemed to be amended to reflect the name, address,
         telecopy number, and Commitment of the Assignee and the remaining
         Commitment (if any) of the assignor Lender, and Administrative Agent
         shall prepare and circulate to Borrower and Lenders an amended SCHEDULE
         1 reflecting those changes. Notwithstanding the foregoing, no Assignee
         may be recognized as a party to the Loan Documents (and the assigning
         Lender shall continue to be treated for all purposes as the party to
         the Loan Documents) with respect to the Rights and obligations assigned
         to that Assignee until the actions described in CLAUSES (iii) and (iv)
         have occurred. The Obligation is registered on the books of Borrower as
         to both principal and any stated interest, and transfers of (as opposed
         to participations in) principal and interest of the Obligation may only
         be made in accordance with this SECTION 14.10.

         For purposes of this section, "ELIGIBLE ASSIGNEE" shall mean (i) a
commercial bank or savings and loan association and having total assets in
excess of $100,000,000; (ii) a finance company, insurance company or other
financial institution, lender or fund (whether a corporation, partnership or
other entity) which is engaged in making, purchasing or otherwise investing in
commercial loans in the ordinary course of its business, and having total assets
in excess of at least $100,000,000; or (iii) any Lender or any Affiliate of any
Lender; provided, however, that neither Borrower nor any Affiliate of Borrower
shall qualify as an Eligible Assignee.

         14.11 Venue, Service of Process, and Jury Trial. BORROWER AND EACH
SUBSIDIARY GUARANTOR, IN EACH CASE FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS,
IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND
FEDERAL COURTS IN TEXAS, (B) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION THAT IT MAY NOW OR IN THE FUTURE HAVE TO THE LAYING OF VENUE OF ANY
LITIGATION ARISING OUT OF OR IN CONNECTION WITH ANY LOAN DOCUMENT AND THE
OBLIGATION BROUGHT IN THE DISTRICT COURTS OF DALLAS COUNTY, TEXAS, OR IN THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS
DIVISION, (C) WAIVES ANY CLAIMS THAT ANY LITIGATION BROUGHT IN ANY OF THE
FOREGOING COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (D) CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THOSE COURTS IN ANY LITIGATION BY THE MAILING
OF COPIES OF THAT PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, BY HAND DELIVERY, OR BY DELIVERY BY A NATIONALLY-RECOGNIZED COURIER
SERVICE, AND SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY OF THE LEGAL PROCESS
AT ITS ADDRESS FOR PURPOSES OF THIS AGREEMENT, (E) AGREES THAT ANY LEGAL
PROCEEDING AGAINST ANY PARTY TO ANY LOAN DOCUMENT ARISING OUT OF OR IN
CONNECTION WITH THE LOAN DOCUMENTS OR THE OBLIGATION MAY BE BROUGHT IN ONE OF
THE FOREGOING COURTS, AND (F) WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF ANY LOAN DOCUMENT. The scope of each of the foregoing waivers is
intended to be all encompassing of any and all disputes that may be filed in any
court and that relate to the subject matter of this transaction, including,
without limitation, contract claims, tort claims, breach of duty claims, and all
other common law and statutory claims. BORROWER AND EACH SUBSIDIARY GUARANTOR
ACKNOWLEDGES THAT THESE WAIVERS ARE A MATERIAL INDUCEMENT TO ADMINISTRATIVE
AGENT'S AND EACH LENDER'S AGREEMENT TO ENTER INTO A BUSINESS

                                                                CREDIT AGREEMENT

                                       66

<PAGE>   73



RELATIONSHIP, THAT ADMINISTRATIVE AGENT AND EACH LENDER HAS ALREADY RELIED ON
THESE WAIVERS IN ENTERING INTO THIS AGREEMENT, AND THAT ADMINISTRATIVE AGENT AND
EACH LENDER WILL CONTINUE TO RELY ON EACH OF THESE WAIVERS IN RELATED FUTURE
DEALINGS. BORROWER AND EACH SUBSIDIARY GUARANTOR FURTHER WARRANTS AND REPRESENTS
THAT IT HAS REVIEWED THESE WAIVERS WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY
AND VOLUNTARILY AGREES TO EACH WAIVER FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
The waivers in this section are irrevocable, meaning that they may not be
modified either orally or in writing, and these waivers apply to any future
renewals, extensions, amendments, modifications, or replacements in respect of
the applicable Loan Document. In connection with any Litigation, this agreement
may be filed as a written consent to a trial by the court.

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

         14.13 Entirety. THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN BORROWER, LENDERS, AND ADMINISTRATIVE AGENT AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

SECTION 15 SUBSIDIARY GUARANTY.


         15.1 The Guaranty. In order to induce the Credit Parties to enter into
this agreement and to extend credit hereunder and in recognition of the direct
benefits to be received by Subsidiary Guarantors from the proceeds of the
Borrowings made to Borrower hereunder, each Subsidiary Guarantor hereby,
unconditionally and irrevocably, guarantees as primary obligor and not merely as
surety the full and prompt payment when due, whether upon maturity, by
acceleration or otherwise, of any and all of the Obligation. If any or all of
the Obligation becomes due and payable, each Subsidiary Guarantor
unconditionally, jointly and severally, promises to pay such Obligation to the
Credit Parties, or order, on demand, together with any and all expenses which
may be incurred by each Credit Party in collecting any of the Obligation. The
word "OBLIGATION" is used in this SECTION 15 in its most comprehensive sense and
includes any and all advances, debts, obligations (including obligations which,
but for any automatic stay under the Debtor Laws, would become due), and
obligations of Borrower arising in connection with this agreement or any other
Loan Document, in each case, heretofore, now, or hereafter made, incurred, or
created, whether voluntarily or involuntarily, absolute or contingent,
liquidated or unliquidated, determined or undetermined, whether or not such
indebtedness is from time to time reduced, or extinguished and thereafter
increased or incurred, whether Borrower may be liable individually or jointly
with others, whether or not recovery upon such indebtedness may be or hereafter
become barred by any

                                                                CREDIT AGREEMENT

                                       67

<PAGE>   74



statute of limitations, and whether or not such indebtedness may be or hereafter
become otherwise unenforceable.

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

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

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

                                                                CREDIT AGREEMENT

                                       68

<PAGE>   75



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

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

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

         15.8 Waivers; Consents.


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

                                                                CREDIT AGREEMENT

                                       69

<PAGE>   76



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

                  (c) Any Credit Party may at any time and from time to time
         without the consent of, or notice to, any Subsidiary Guarantor, without
         incurring responsibility to such Subsidiary Guarantor, without
         impairing or releasing the obligations of such Subsidiary Guarantor
         hereunder, upon or without any terms or conditions and in whole or in
         part: (i) change the manner, place, or terms of payment of, and/or
         change or extend the time of payment of, renew, or alter, any of the
         Obligation, any security therefor, or any liability incurred directly
         or indirectly in respect thereof, and the guaranty herein made shall
         apply to the Obligation as so changed, extended, renewed, or altered;
         (ii) sell, exchange, release, surrender, realize upon, or otherwise
         deal with in any manner and in any order any property by whomsoever at
         any time pledged or mortgaged to secure, or howsoever securing, the
         Obligation or any liabilities (including any of those hereunder)
         incurred directly or indirectly in respect thereof or hereof, and/or
         any offset there against; (iii) exercise or refrain from exercising any
         rights against Borrower, any other guarantor, or others or otherwise
         act or refrain from acting; (iv) settle or compromise any of the
         Obligation, any security therefor, or any liability (including any of
         those hereunder) incurred directly or indirectly in respect thereof or
         hereof, and may subordinate the payment of all or any part thereof to
         the payment of any liability (whether due or not) of Borrower to
         creditors of Borrower (other than the Credit Parties); (v) apply any
         sums by whomsoever paid or howsoever realized to any liability or
         liabilities of Borrower to the Credit Parties regardless of what
         liabilities of such Borrower remain unpaid; (vi) consent to or waive
         any breach of, or any act, omission or default under, any of the Loan
         Documents, or any of the instruments or agreements referred to therein,
         or otherwise amend, modify, or supplement any of the Loan Documents or
         any of such other instruments or agreements; and/or (vii) act or fail
         to act in any manner referred to in this Subsidiary Guaranty which may
         deprive such Subsidiary Guarantor of its right to subrogation against
         Borrower to recover full indemnity for any payments made pursuant to
         this Subsidiary Guaranty.

         15.9 Limitation. It is the intention of Subsidiary Guarantors and the
Credit Parties that the amount of the Obligation guaranteed hereby shall be in,
but not in excess of, the maximum amount permitted by fraudulent conveyance,
fraudulent transfer, or other similar laws applicable to Subsidiary Guarantors.
Accordingly, notwithstanding anything to the contrary contained in this
Subsidiary Guaranty or any other agreement or instrument executed in connection
with the payment of any of the Obligation, the amount of the Obligation
guaranteed hereby by each Subsidiary Guarantor shall be limited to that amount
which after giving effect thereto would not (a) render such Subsidiary Guarantor
insolvent, (b) result in the fair saleable value of the assets of such
Subsidiary Guarantor being less than the amount required to pay its debts and
other liabilities (including contingent liabilities) as they mature, or (c)
leave such Subsidiary Guarantor with unreasonably small capital to carry out its
business as now conducted and as proposed to be conducted, including its capital
needs, as such concepts described in (a), (b), and (c) above are determined
under applicable law, if the obligations of such Subsidiary Guarantor hereunder

                                                                CREDIT AGREEMENT

                                       70

<PAGE>   77



would otherwise be set aside, terminated, annulled, or avoided for such reason
by a court of competent jurisdiction in a proceeding actually pending before
such court.

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

                     REMAINDER OF PAGE INTENTIONALLY BLANK.
                             SIGNATURE PAGES FOLLOW.

                                                                CREDIT AGREEMENT

                                       71

<PAGE>   78


Signature page to that certain Credit Agreement dated as of May 12, 2000,
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, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for
Lenders.


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


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


1717 Main Street, 4th Floor              BANK ONE, N.A., as Syndication Agent,
Dallas, TX  75201                        Co-Lead Arranging Agent, and a Lender
Attn:    Mr. William B. Winters,
         Vice President
         Fax:     (214) 290-2305
                                         By  /s/ William B. Winters
                                             ----------------------------------
                                             Name:  William B. Winters
                                                  -----------------------------
                                             Title: Vice President
                                                   ----------------------------

303 Peachtree Street, 3rd Floor          SUNTRUST BANK,
Mail Code 1929                           as Documentation Agent and a Lender
Atlanta, GA  30308
Attn:    Ms. Deborah S. Armstrong
         Fax:     (404) 827-6270         By  /s/ Deborah S. Armstrong
                                             ----------------------------------
                                             Name:  Deborah S. Armstrong
                                                  -----------------------------
                                             Title: Director
                                                   ----------------------------


                             SIGNATURE PAGE 1 OF 10

<PAGE>   79


Signature page to that certain Credit Agreement dated as of May 12, 2000,
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, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for
Lenders.


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

2200 Ross Avenue, 6th Floor                  CHASE BANK OF TEXAS, NATIONAL
Dallas, TX 75201                             ASSOCIATION, as a Lender
Attn:    Mr. John Paul Mathis
         Fax:     (214) 965-2884
                                             By  /s/ John Paul Mathis
                                                 ------------------------------
                                                 Name:  John Paul Mathis
                                                      -------------------------
                                                 Title: Vice President
                                                       ------------------------

609 Fifth Avenue                             DG BANK DEUTSCHE
New York, NY  10017-1021                     GENOSSENSCHAFTSBANK AG,
Attn:    Mr. Craig Anderson,                 as a Lender
         Vice President
         Fax:     (212) 745-1556 or 1550     By  /s/ Craig Anderson
                                                -------------------------------
                                                Name:  Craig Anderson
                                                     --------------------------
                                                Title: Vice President
                                                      -------------------------

                                             By  /s/ Lynne McCarthy
                                                 ------------------------------
                                                 Name:  Lynne McCarthy
                                                      -------------------------
                                                 Title: Vice President
                                                       ------------------------

700 Fifth Avenue, 45th Floor                 KEYBANK NATIONAL ASSOCIATION,
Seattle, WA  98104                           as a Lender
Attn:    Ms. Mary K. Young
         Fax:     (206) 684-6035             By /s/ Thomas A. Crandell
                                                -------------------------------
                                                Name:  Thomas A. Crandell
                                                     --------------------------
                                                Title: President
                                                      -------------------------

                             SIGNATURE PAGE 2 OF 10

<PAGE>   80


Signature page to that certain Credit Agreement dated as of May 12, 2000,
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, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for
Lenders.


4100 Spring Valley, Suite 400              COMERICA BANK, as a Lender
Dallas, TX  75244
Attn:    Mr. Brian O. Donley,
         Account Representative,            By  /s/ Mark B. Grover
         US Banking Department                 --------------------------------
         Fax:     (972) 361-2550               Name:  Mark B. Grover
                                                    ---------------------------
                                               Title: First Vice President
                                                     --------------------------

One World Trade Center, 43rd Floor          THE DAI-ICHI KANGYO BANK, LTD.,
New York, NY  10048                         as a Lender
Attn:    Mr. Nelson Chang
         Fax:     (212) 916-1879            By  /s/ Nelson Y. Chang
                                               --------------------------------
                                               Name:  Nelson Y. Chang
                                                    ---------------------------
                                               Title: Assistant Vice President
                                                     --------------------------


Two World Trade Center, 79th Floor          THE FUJI BANK, LIMITED, as a Lender
New York, NY  10048
Attn:    Mr. Eric Clark
         Fax:     (212) 321-9407            By  /s/ Raymond Ventura
                                               --------------------------------
                                               Name:  Raymond Ventura
                                                    ---------------------------
                                               Title: Vice President and Manager
                                                     --------------------------

27777 Inkstar Rd.                           MICHIGAN NATIONAL BANK, as a Lender
Farmington Hills, MI  48333
         Fax:     (248) 473-4345
                                            By /s/ Neran Shaya
                                               --------------------------------
                                               Name:  Neran Shaya
                                                    ---------------------------
                                               Title: Vice President
                                                     --------------------------

1 Wall Street, 22nd Floor                   BANK OF NEW YORK, as a Lender
New York, NY  10286
Attn:    Mr. Thomas McCormack
         Fax:     (212) 635-6399            By /s/ Mark T. Famile
                                               --------------------------------
                                               Name:  Mark T. Famile
                                                    ---------------------------
                                               Title: Vice President
                                                     --------------------------


                             SIGNATURE PAGE 3 OF 10

<PAGE>   81


Signature page to that certain Credit Agreement dated as of May 12, 2000,
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, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for
Lenders.


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


                             SIGNATURE PAGE 4 OF 10

<PAGE>   82


Signature page to that certain Credit Agreement dated as of May 12, 2000,
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, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for
Lenders.


                               ACS OUTSOURCING SOLUTIONS, INC.
                               ACS TRADEONE MARKETING, INC.
                               ACS SHARED SERVICES, INC.
                               GENIX CSI, INC.
                               ACS HEALTHCARE SERVICES, INC.
                               2828 N. HASKELL, INC.
                               ACS IMAGE SOLUTIONS, INC.
                               ACS LEGAL SOLUTIONS, INC.
                               ACS BUSINESS PROCESS SOLUTIONS, INC.
                               ACS DESKTOP SOLUTIONS, INC.
                               ACS DATA ENTRY, INC.
                               ACS CLAIMS SERVICES, INC.
                               MEDIANET, INC.
                               ACS GOVERNMENT SERVICES, INC.
                               ACS GOVERNMENT SOLUTIONS GROUP, INC.
                               COMPUTER DATA SYSTEMS SALES, INC.
                               CDSI INTERNATIONAL, INC.
                               CDSI EDUCATION SERVICES, INC.
                               ACS DEFENSE, INC.
                               ASEC INTERNATIONAL, INCORPORATED
                               ACS TECHNOLOGY SOLUTIONS, INC.
                               BIRCH & DAVIS HEALTH MANAGEMENT OF
                                 CALIFORNIA, INC.
                               BIRCH & DAVIS MANAGEMENT, LLC
                               BIRCH & DAVIS HOLDINGS, INC.
                               BIRCH & DAVIS HEALTH MANAGEMENT OF
                                 HAWAII, INC.
                               BIRCH & DAVIS ASSOCIATES, INC.
                               BIRCH & DAVIS HEALTH MANAGEMENT
                                 CORPORATION
                               CARA CORPORATION
                               TRANSFIRST, INC.
                               INTELLIFILE, INC.
                               ACS COMMUNICATIONS INDUSTRY SERVICES,
                               INC.
                               BETAC INTERNATIONAL CORPORATION
                               BETAC CORPORATION
                               CDSI MORTGAGE SERVICES, INC.
                               ACS LENDING, INC.
                               ACS RETAIL SOLUTIONS, INC.

                             SIGNATURE PAGE 5 OF 10

<PAGE>   83


Signature page to that certain Credit Agreement dated as of May 12, 2000,
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, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for
Lenders.


                           ACS SECURITIES SERVICES, INC.
                           MICAH TECHNOLOGY SERVICES, INC.
                           ACS BRC HOLDINGS, INC.
                           CLINISYS, INC.
                           BRC TECHNOLOGY SERVICES, INC.
                           CODING SYSTEMS, INC.
                           LOGAN SERVICES, INC.
                           ACS ENTERPRISE SOLUTIONS, INC.
                           TENACITY ACQUISITION COMPANY
                           THE PACE GROUP, INC.
                           MIDS, INC.
                           THE PACE GROUP SERVICES, INC.
                           ACS HEALTH CARE, INC.
                           LATRON HOLDINGS, INC.
                           LATRON COMPUTER SYSTEMS, INC.
                           PENNSYLVANIA ACCOUNTABLE HEALTH
                             PLANS, INC.,
                             as Subsidiary Guarantors


                           By:      /s/ Nancy P. Vineyard
                                    -------------------------------------------
                                    Nancy P. Vineyard,
                                    as Treasurer of each of the Guarantors


                             SIGNATURE PAGE 6 OF 10

<PAGE>   84


Signature page to that certain Credit Agreement dated as of May 12, 2000,
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, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for
Lenders.


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

                                   By:  ACS GOVERNMENT SOLUTIONS GROUP, INC.,
                                        its General Partner


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

                             SIGNATURE PAGE 7 OF 10

<PAGE>   85


Signature page to that certain Credit Agreement dated as of May 12, 2000,
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, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for
Lenders.


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


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


                             SIGNATURE PAGE 8 OF 10

<PAGE>   86


Signature page to that certain Credit Agreement dated as of May 12, 2000,
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, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for
Lenders.


                                         ACS PROPERTIES, INC.,
                                           as a Subsidiary Guarantor


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


                             SIGNATURE PAGE 9 OF 10

<PAGE>   87


Signature page to that certain Credit Agreement dated as of May 12, 2000,
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, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Co-Agent for
Lenders.

                                      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,
                                        as a Subsidiary Guarantor


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


                             SIGNATURE PAGE 10 OF 10