<PAGE>   1

                                                                   EXHIBIT 10.12



                                CREDIT AGREEMENT


                                     between


                       AFFILIATED COMPUTER SERVICES, INC.,
                                    Borrower


                 WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION,
                               Agent and Arranger


                                       and


                                 CERTAIN LENDERS


                         $50,000,000 REVOLVING FACILITY



                               SEPTEMBER 27, 1999







<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<S>               <C>                                                                                           <C>
SECTION 1         DEFINITIONS AND TERMS...........................................................................1
         1.1      Definitions.....................................................................................1
         1.2      Time References................................................................................13
         1.3      Other References...............................................................................13
         1.4      Accounting Principles..........................................................................13

SECTION 2         COMMITMENT.....................................................................................14
         2.2      Borrowing Procedure............................................................................14
         2.3      Letters of Credit..............................................................................15
         2.5      Borrowing Notices and LC Requests..............................................................19
         2.6      Termination....................................................................................19
         2.7      Lenders........................................................................................19

SECTION 3         TERMS OF PAYMENT...............................................................................20
         3.1      Notes and Payments.............................................................................20
         3.2      Interest and Principal Payments................................................................21
         3.3      Interest Options...............................................................................21
         3.4      Quotation of Rates.............................................................................21
         3.5      Default Rate...................................................................................21
         3.6      Interest Recapture.............................................................................21
         3.7      Interest Calculations..........................................................................22
         3.8      Maximum Rate...................................................................................22
         3.9      Interest Periods...............................................................................22
         3.10     Conversions....................................................................................22
         3.11     Order of Application...........................................................................23
         3.12     Sharing of Payments, Etc.......................................................................23
         3.13     Offset.........................................................................................23
         3.14     Booking Borrowings.............................................................................24
         3.15     Basis Unavailable or Inadequate for LIBOR......................................................24
         3.16     Additional Costs...............................................................................24
         3.17     Change in Laws.................................................................................26
         3.18     Funding Loss...................................................................................26
         3.19     Foreign Lenders, Participants, and Assignees...................................................26

SECTION 4         FEES...........................................................................................27
         4.1      Treatment of Fees..............................................................................27
         4.2      Agent's Fees...................................................................................27
         4.3      LC Fees........................................................................................27

SECTION 5         SECURITY.......................................................................................29
         5.1      Guaranty.......................................................................................29
         5.2      Collateral.....................................................................................29
         5.3      Additional Security and Guaranties.............................................................29
         5.4      Further Assurances.............................................................................29
         5.5      Release of Collateral..........................................................................29

SECTION 6         CONDITIONS PRECEDENT...........................................................................29

SECTION 7         REPRESENTATIONS AND WARRANTIES.................................................................30
         7.1      Purpose and Regulation U.......................................................................30
         7.2      Corporate Existence, Good Standing, and Authority..............................................30
         7.3      Subsidiaries and Names.........................................................................31
         7.4      Authorization and Contravention................................................................31
</TABLE>

                                                                CREDIT AGREEMENT

<PAGE>   3

<TABLE>
<S>               <C>                                                                                           <C>
         7.5      Binding Effect.................................................................................31
         7.6      Financials and Existing Debt...................................................................31
         7.7      Solvency.......................................................................................32
         7.8      Litigation.....................................................................................32
         7.9      Taxes..........................................................................................32
         7.10     Environmental Matters..........................................................................32
         7.11     Employee Plans.................................................................................32
         7.12     Properties; Liens..............................................................................33
         7.13     Government Regulations.........................................................................33
         7.14     Transactions with Affiliates...................................................................33
         7.15     Debt...........................................................................................33
         7.16     Leases.........................................................................................33
         7.17     Labor Matters..................................................................................33
         7.18     Intellectual Property..........................................................................33
         7.19     Insurance......................................................................................34
         7.20     Full Disclosure................................................................................34

SECTION 8         AFFIRMATIVE COVENANTS..........................................................................34
         8.1      Certain Items Furnished........................................................................34
         8.2      Use of Credit..................................................................................35
         8.3      Books and Records..............................................................................35
         8.4      Inspections....................................................................................35
         8.5      Taxes..........................................................................................35
         8.6      Payment of Obligation..........................................................................35
         8.7      Expenses.......................................................................................36
         8.8      Maintenance of Existence, Assets, and Business.................................................36
         8.9      Insurance......................................................................................36
         8.10     Environmental Matters..........................................................................36
         8.11     INDEMNIFICATION................................................................................36
         8.12     Chief Executive Office; Material Agreements....................................................37
         8.13     Environmental Laws.............................................................................38
         8.14     Subsidiaries...................................................................................38

SECTION 9         NEGATIVE COVENANTS.............................................................................38
         9.1      Payroll Taxes..................................................................................38
         9.2      Debt...........................................................................................38
         9.3      Loans, Advances, Acquisitions and Investments..................................................38
         9.4      Liens..........................................................................................39
         9.5      Employee Plans.................................................................................40
         9.6      Transactions with Affiliates...................................................................40
         9.7      Compliance with Laws and Documents.............................................................40
         9.8      Issuance of Securities.........................................................................40
         9.9      Distributions..................................................................................40
         9.10     Disposition of Assets..........................................................................41
         9.11     Mergers, Consolidations, and Dissolutions......................................................41
         9.12     Assignment.....................................................................................41
         9.13     Fiscal Year and Accounting Methods.............................................................41
         9.14     New Businesses.................................................................................41
         9.15     Government Regulations.........................................................................41
         9.16     Strict Compliance..............................................................................41
         9.17     Deposit of Borrowings..........................................................................42
         9.18     Prepayments of Subordinated Notes..............................................................42
         9.19     Changes Relating to Subordinated Notes.........................................................42

SECTION 10        FINANCIAL COVENANTS............................................................................42
         10.1     Net Worth......................................................................................42
</TABLE>

                                      (ii)
                                                                CREDIT AGREEMENT
<PAGE>   4

<TABLE>
<S>               <C>                                                                                           <C>
         10.2     Funded Debt/EBITDA Ratio.......................................................................42
         10.3     Fixed-Charge Coverage..........................................................................42

SECTION 11        DEFAULT........................................................................................42
         11.1     Payment of Obligation..........................................................................42
         11.2     Covenants......................................................................................43
         11.3     Debtor Relief..................................................................................43
         11.4     Attachment.....................................................................................43
         11.5     Payment of Judgments...........................................................................43
         11.6     Government Action..............................................................................43
         11.7     Misrepresentation..............................................................................44
         11.8     Ownership of Companies.........................................................................44
         11.9     Change of Control of Borrower..................................................................44
         11.10    Other Funded Debt..............................................................................44
         11.11    SEC Reporting Requirements.....................................................................45
         11.12    Validity and Enforceability....................................................................45
         11.13    LCs............................................................................................45
         11.14    Material Agreements............................................................................45
         11.15    Impairment of Collateral or Ability to Pay.....................................................46
         11.16    Subordinated Notes.............................................................................46

SECTION 12        RIGHTS AND REMEDIES............................................................................46
         12.1     Remedies Upon Default..........................................................................46
         12.2     Company Waivers.  .............................................................................46
         12.3     Performance by Agent...........................................................................46
         12.4     Not in Control.................................................................................47
         12.5     Course of Dealing..............................................................................47
         12.6     Cumulative Rights..............................................................................47
         12.7     Application of Proceeds........................................................................47
         12.8     Certain Proceedings............................................................................47
         12.9     Expenditures by Lenders........................................................................48
         12.10    Diminution in Value of Collateral..............................................................48

SECTION 13        AGENT AND LENDERS..............................................................................48
         13.1     Agent..........................................................................................48
         13.2     Expenses.......................................................................................49
         13.3     Proportionate Absorption of Losses.............................................................49
         13.4     Delegation of Duties; Reliance.................................................................50
         13.5     Limitation of Agent's Liability................................................................50
         13.6     Default........................................................................................51
         13.7     Collateral Matters.............................................................................51
         13.8     Limitation of Liability........................................................................52
         13.9     Relationship of Lenders........................................................................52
         13.10    Benefits of Agreement..........................................................................52

SECTION 14        MISCELLANEOUS..................................................................................52
         14.1     Nonbusiness Days...............................................................................52
         14.2     Communications.................................................................................52
         14.3     Form and Number of Documents...................................................................53
         14.4     Exceptions to Covenants........................................................................53
         14.5     Survival.......................................................................................53
         14.6     Governing Law..................................................................................53
         14.7     Invalid Provisions.............................................................................53
         14.8     Amendments, Consents, Conflicts, and Waivers...................................................53
         14.9     Multiple Counterparts..........................................................................54
         14.10    Parties........................................................................................54
         14.11    Venue, Service of Process, and Jury Trial......................................................55
         14.12    Confidentiality Obligations....................................................................56
         14.13    Entirety.......................................................................................56
</TABLE>


                                      (iii)
                                                                CREDIT AGREEMENT
<PAGE>   5


                             SCHEDULES AND EXHIBITS

<TABLE>
<S>                 <C>  <C>
Schedule 1          -    Lenders and Commitments
Schedule 3.2        -    Commitment Reduction Schedule
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 7.18       -    Intellectual Property
Schedule 9.2        -    Permitted Debt
Schedule 9.5        -    Permitted Liens
Schedule 12.1(c)    -    MoneyMaker Network ATM Settlement Aggregation Accounts

Exhibit A-1         -    Revolving Note
Exhibit A-2         -    Swing-Line Note
Exhibit B           -    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 to Companies
Exhibit F           -    Assignment and Assumption Agreement
</TABLE>





                                      (v)
                                                                CREDIT AGREEMENT
<PAGE>   6


                                CREDIT AGREEMENT


         THIS AGREEMENT is entered into as of September 27, 1999, between
AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("BORROWER"), Lenders
(defined below), and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as Agent
for Lenders.

         1. Borrower has requested that Lenders extend to Borrower a revolving
credit facility not to exceed the principal amount of $50,000,000 (subject to
increase pursuant to SECTION 2.7) at any time (with certain subfacilities for
letters of credit and swing-line advances) (the "REVOLVING FACILITY").

         2. Lenders are willing to extend the requested credit on the terms and
subject to the conditions of this Agreement.

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

SECTION 1 DEFINITIONS AND TERMS.

         1.1 Definitions. As used in 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,
10% 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.

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

         APPLICABLE MARGIN means, for any day, the margin of interest over LIBOR
that is applicable when LIBOR is determined under this agreement. The Applicable
Margin is subject to adjustment (upwards or downwards, as appropriate) based on
the Funded Debt/EBITDA Ratio as stated in the table below:

<TABLE>
<CAPTION>
                 FUNDED DEBT/                         APPLICABLE MARGIN FOR
                 EBITDA RATIO                           LIBOR BORROWINGS
-------------------------------------------------     ---------------------
<S>                                                   <C>
Greater than or equal to 2.50 to 1.00                        1.250%

Less than 2.50 to 1.00, but greater than or equal            1.000%
to 2.00 to 1.00

Less than 2.00 to 1.00, but greater than or equal            0.875%
to 1.50 to 1.00

Less than 1.50 to 1.00, but greater than or equal             0.75%
to 1.00 to 1.00

Less than 1.00 to 1.00                                       0.650%
</TABLE>

                                                                CREDIT AGREEMENT
<PAGE>   7


         The Funded Debt/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 December 31, 1999, based upon the most
recently furnished Financials under SECTION 8.1 and any related Compliance
Certificate, and shall apply to all Interest Periods commencing after the
delivery of such Financials, until recalculated in accordance with this
paragraph. If Borrower fails to furnish to Agent any such Financials and any
related Compliance Certificate when required to pursuant to SECTION 8.1, then
the maximum Applicable Margin shall apply to all Interest Periods commencing
after the date upon which such Financials were due until Borrower furnishes the
required Financials and any related Compliance Certificate to Agent and shall
apply from and as of each date of calculation until the following date of
calculation. From the Closing Date until December 31, 1999, the Applicable
Margin shall not be less than 1.00%.

         APPLICABLE PERCENTAGE means, for any day, a commitment-fee percentage
applicable under SECTION 4.4, subject to adjustment (upwards or downwards, as
appropriate), based on the Funded Debt/ EBITDA Ratio, as follows:

<TABLE>
<CAPTION>
                   FUNDED DEBT/EBITDA RATIO                       APPLICABLE PERCENTAGE
----------------------------------------------------------------- ---------------------
<S>                                                               <C>
Greater than or equal to 2.50 to 1.00                                   0.350%

Less than 2.50 to 1.00, but greater than or equal to 2.00 to 1.00       0.300%

Less than 2.00 to 1.00, but greater than or equal to 1.50 to 1.00       0.250%

Less than 1.50 to 1.00, but greater than or equal to 1.00 to 1.00       0.200%

Less than 1.00 to 1.00                                                  0.200%
</TABLE>


The Funded Debt/EBITDA Ratio is determined as described in the definition of
APPLICABLE MARGIN and shall apply from and as of the date of calculation until
the following date of calculation. From the Closing Date until December 31,
1999, the Applicable Percentage shall not be less than 0.300%.

         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.

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


                                       2
                                                                CREDIT AGREEMENT
<PAGE>   8


         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 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.

         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.

         BRC ACQUISITION means Borrower's acquisition of BRC Holdings, Inc., a
Delaware corporation, pursuant to that certain Stock Tender Agreement dated as
of October 19, 1998, by and between Borrower, and each of the stockholders of
BRC Holdings, Inc., a Delaware corporation.

         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.

         CARA ACQUISITION means Borrower's acquisition of CARA Holdings, Inc., a
Delaware corporation, and parent of CARA Corporation, an Illinois corporation,
pursuant to that certain Stock Purchase Agreement dated as of December 5, 1997,
by and between Borrower, William Blair Capital


                                       3
                                                                CREDIT AGREEMENT
<PAGE>   9

Partners V, L.P., a Delaware limited partnership, and each of the other
stockholders of CARA Holdings, Inc., a Delaware corporation; with the rights,
liabilities and obligations of Borrower under that Stock Purchase Agreement
having been assigned to Technical Directions, Inc. by that certain Assignment
dated as of December 24, 1997.

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

         CLOSING DATE means the date agreed to by Borrower and Agent for the
initial Borrowing, which must be a Business Day occurring no later than
September 30, 1999.

         CODE means the Internal Revenue Code of 1986 as amended from time to
time.

         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 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.

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

         CURRENT DATE means any date within 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 Lenders 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.

         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

                                       4
                                                                CREDIT AGREEMENT
<PAGE>   10


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.

         DETERMINING LENDERS means, at any time, any combination of Lenders
holding (directly or indirectly) at least either (a) 66-2/3% of the Total
Commitment while there is no Commitment Usage or (b) 66-2/3% of the Principal
Debt (excluding Principal Debt under the Swing-Line Subfacility) plus the LC
Exposure while there is any Commitment Usage.

         DISTRIBUTION means, with respect to any shares of any capital stock or
other equity securities 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.

         DIVESTITURE SUBSIDIARY means, at any time, any Subsidiary that (a) has
assets representing less than 5% of the Companies' consolidated total assets
(measured as of the date of consummation of any issuance, sale, or disposition
of such Subsidiary's securities described in SECTION 9.8(b)), and (b)
contributed less than 5% to the Companies' consolidated EBITDA for the most
recent reporting period of Borrower.

         DOLLAR-EQUIVALENT, at any time, means, (a) any amount denominated in
Dollars, and (b) for any amount denominated in a Foreign Currency, an amount of
Dollars into which Agent determines that it could convert the relevant amount of
that Foreign Currency by using the applicable-quoted-spot rate reported on the
appropriate page of the Reuters Screen at 11:00 a.m. (London time) three (3)
Business Days before the day on which the calculation is made.

         DOLLARS and the symbol $ means lawful money of the United States of
America.

         EBIT means -- EBITDA minus depreciation and amortization expense to the
extent deducted from "Operating Income from Continuing Operations" and included
within the calculation of EBITDA.

         EBITDA means -- for any period, on a consolidated basis, and without
duplication -- the sum of (a) the amount of "Operating Income from Continuing
Operations" (calculated in the same manner as such line item in Borrower's
income statement contained in Borrower's 1998 Annual Report for the fiscal year
ended June 30, 1998) for the period (whether positive or negative), plus (b)
depreciation and amortization


                                       5
                                                                CREDIT AGREEMENT
<PAGE>   11

expense deducted in calculating the amount of such Operating Income from
Continuing Operations, plus or minus, as the case may be, (c) any extraordinary
items included within "Operating Income from Continuing Operations." Except as
otherwise specifically stated in this agreement, EBITDA shall be calculated for
the four consecutive quarters then ended.

         EFT LIABILITIES means liabilities related to "electronic funds
transfer" funds owed to MoneyMaker Network members that have been collected by
Borrower, but not paid.

         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 request of 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).


                                       6
                                                                CREDIT AGREEMENT
<PAGE>   12

         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 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 Agent from three
federal-funds brokers of recognized standing selected by 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 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 CURRENCY means any freely-convertible lawful currency
acceptable to Agent, so long as (a) such currency is dealt with in the London
interbank deposit market, (b) such currency is freely transferable and
convertible into Dollars in the London foreign exchange market, and (c) no
central bank or other governmental authorization in the country of issue of such
currency is required to permit use of such currency by Agent for issuing LCs or
honoring drafts presented under LCs in such currency; provided that if, after
the issuance of an LC in a Foreign Currency, the Foreign Currency denominated in
such LC ceases to be lawful currency freely-convertible into Dollars and is
replaced by a European single or common currency (the "EURO"), then thereafter
the Foreign Currency for purposes of such LC shall be the Euro.

         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 minus (c) the total-principal amount outstanding
under the ATM Facility.

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



                                       7
                                                                CREDIT AGREEMENT
<PAGE>   13

         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 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.

         GUARANTY means a guaranty substantially in the form of the attached
EXHIBIT B.

         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.

         INTEREST PERIOD is determined under SECTION 3.9.

         ISSUING LENDER means Wells Fargo Bank (Texas), National Association or
any of its 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 a standby or commercial letter of credit issued for the
account of Borrower by Issuing Lender under this agreement and under an LC
Agreement.

         LC AGREEMENT means a letter of credit application and agreement (in
form and substance satisfactory to Agent) submitted and executed by a Company to
Issuing Lender for an LC for the account of Borrower.

         LC EXPOSURE means, at any time and without duplication, the sum of (a)
the Dollar Equivalent of the aggregate undrawn portion of all uncanceled and
unexpired LCs, plus (b) the Dollar Equivalent of 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.



                                       8
                                                                CREDIT AGREEMENT
<PAGE>   14

         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 $30,000,000 (or, in the case of an LC denominated
in a Foreign Currency, the Dollar Equivalent of $30,000,000) 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 Agent for the benefit of Lenders.

         LENDERS means the financial institutions -- including, without
limitation, 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 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 Agent in the London interbank market at
approximately 11:00 a.m. London time two 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.

         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 Agent or Lenders (or
Agent on behalf of Lenders) 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.

         MAJORITY LENDERS means, at any time, any combination of Lenders holding
(directly or indirectly) at least either (a) 51% of the Total Commitment while
there is no Commitment Usage or (b) 51% of the Principal Debt (excluding
Principal Debt under the Swing-Line Subfacility) plus the LC Exposure while
there is any Commitment Usage.


                                       9
                                                                CREDIT AGREEMENT
<PAGE>   15


         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
Borrower to perform any of its payment or other material obligations under any
Loan Document, (ii) the ability of Agent or any Lender to enforce any of those
obligations or any of their respective Rights under the Loan Documents, (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,
(c) impairment in the ability of any Company to fulfill its obligations under
the terms and conditions of Loan Documents, or (d) Default or Potential Default.

         MATERIAL AGREEMENT means any written or oral agreement, contract,
commitment or understanding under which any Company is obligated to make
payments in excess of $10,000,000 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 September 30, 2000.

         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, such Lender is permitted to contract for, charge, take,
reserve, or receive on the Obligation.

         MEMBER BANKS means banks, financial institutions, or other entities
that are members of the MoneyMaker Network, which include the banks, financial
institutions and other entities listed on SCHEDULE 2.2 to the ATM Credit
Agreement, as such schedule is amended, modified, or replaced from time to time.

         MONEYMAKER NETWORK means a proprietary electronic funds transfer
network owned and operated by Borrower that (a) provides authorization for
cardholders of Member Banks to access ATMs, automated teller machines owned or
operated by Member Banks, and automated teller machines owned or operated by
regional, national and international electronic funds transfer networks, and (b)
obtains authorization from regional, national and international electronic funds
transfer networks for their cardholders to access ATMs and automated teller
machines owned or operated by Member Banks.

         MOODY'S is defined in SECTION 9.3(b).

         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.

         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.


                                       10
                                                                CREDIT AGREEMENT
<PAGE>   16

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

         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 Company to Agent, any 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.

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

         PARTICIPANT is defined in SECTION 14.10(b).

         PBGC means the Pension Benefit Guaranty Corporation.

         PERMITTED DEBT means Debt described on SCHEDULE 9.2.

         PERMITTED LIENS means the Liens described on SCHEDULE 9.4.

         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.

         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.

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

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

         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 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, or treasurer.


                                       11
                                                                CREDIT AGREEMENT
<PAGE>   17

         RESTATED CREDIT AGREEMENT means that certain Restated Credit Agreement
(as amended) dated June 20, 1996, by and between Borrower, Agent, Bank One,
Texas, N.A. as Co-Agent, and the Lenders defined therein.

         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.

         S&P is defined in SECTION 9.3(b).

         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 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.

         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.

         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% (in
number of votes) of the stock (or equivalent interests) 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.

         SUBJECT SECURITIES ISSUANCE means any issuance by Borrower of its debt
or 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.



                                       12
                                                                CREDIT AGREEMENT
<PAGE>   18

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

         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.

         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
$50,000,000, as such amount may be reduced from time to time pursuant to SECTION
2.6.

         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 the Collateral or any Lender Lien.

         WHOLLY-OWNED SUBSIDIARY means any Company, other than Borrower, with
respect to which 100% of the issued and outstanding shares of capital stock
(excluding shares of capital stock held under employee stock option plans) of
such Company is owned by another Company. Wholly-Owned Subsidiary shall not
include, however, the Companies listed on SCHEDULE 7.7.

         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.

         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


                                       13
                                                                CREDIT AGREEMENT
<PAGE>   19

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.

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 $100,000 or a greater integral
         multiple of $100,000 if a Base-Rate Borrowing or $1,000,000 or a
         greater integral multiple of $100,000 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 to only those Subsidiaries that have executed a Guaranty,
         provided that Borrower may advance proceeds from any Borrowing or LC to
         any Person (whether or not such Person is a Subsidiary that has
         executed a Guaranty) so long as the aggregate amount of such advances
         may never exceed $5,000,000 (or, in the case of an LC denominated in a
         Foreign Currency, the Dollar Equivalent of $5,000,000) at anytime
         outstanding; and

                  (d) The Commitment Usage (whether direct or participated),
         calculated at the then-current Dollar-Equivalent of such amount, 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).

                  (a) Borrowing Request. Borrower may request a Borrowing by
         making or delivering a Borrowing Request (that may be telephonic,
         however, confirmed immediately in writing, using EXHIBIT C-1) to 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 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 Agent's principal office in Dallas,
         Texas (or such other office designated by Agent), in funds that are
         available for immediate use by Agent by 2:00 p.m. on the applicable
         Borrowing Date. Subject to receipt of those funds, Agent shall (unless
         to its actual knowledge any of the


                                       14
                                                                CREDIT AGREEMENT
<PAGE>   20

         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 Agent.

                  (c) Funding Assumed. Absent contrary written notice from a
         Lender, Agent may assume that each Lender has made its Commitment
         Percentage of the requested Borrowing available to Agent on the
         applicable Borrowing Date, and 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 Agent on the
         applicable Borrowing Date, 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 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. Issuing Lender agrees to issue LCs for the
         account of any Company (denominated in Dollars or, upon Borrower's
         request and subject to this SECTION 2.3, in a Foreign Currency) upon
         Borrower's making or delivering an LC Request and delivering an LC
         Agreement, both of which must be received by 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 Agent has given the
         beneficiary thereunder at least 30 days' but no more than 120 days'
         prior written notice to the contrary), (ii) no LC may expire after the
         Termination Date, (iii) the LC Exposure (calculated at the then-current
         Dollar-Equivalent of such amount) does not exceed the limitations in
         the definition of LC Subfacility, and (iv) the limitations in SECTION
         2.1 are not exceeded. The amount of any payment by 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
         (calculated from time to time at the Dollar-Equivalent of such 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


                                       15
                                                                CREDIT AGREEMENT
<PAGE>   21

         the first Business Day after Issuing Lender notifies Agent and Borrower
         that it has made payment under a LC, the amount in Dollars (calculated
         at the then-current Dollar-Equivalent of such 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 Agent is irrevocably authorized to
         fund Borrower's reimbursement obligations in Dollars (calculated at the
         then-current Dollar-Equivalent of such amount) 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 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. 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.

                  (d) General. Issuing Lender shall promptly notify Agent and
         Borrower of the date and amount (calculated at the then-current
         Dollar-Equivalent of such 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 Lender, 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 Lender. Issuing Lender shall
         promptly pay to Agent for 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,


                                       16
                                                                CREDIT AGREEMENT
<PAGE>   22


         then Agent shall promptly notify each Lender of such Company's failure,
         of the date and amount paid (calculated at the then-current
         Dollar-Equivalent of such amount), and of each Lender's Commitment
         Percentage (calculated at the then-current Dollar-Equivalent of such
         amount) of the unreimbursed amount. Each Lender shall promptly and
         unconditionally make available to 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
         Agent before the close of business on the Business Day when 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 Agent to (but not
         including) the date the amount is paid by the Lender to Agent. Upon
         receipt of those funds, 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 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 Lender or
         any Company for any LC's 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 (1993 Revision), International Chamber of Commerce
         Publication No. 500 (as amended or modified), is binding upon the
         Companies and Lenders and, except as provided in SECTION 2.3(E), does
         not place Issuing Lender or any of its Representatives under any
         resulting liability to any Company or any Lender. Agent is not liable
         to any Company or any Lender 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 Determining Lenders while a Default exists, Borrower shall provide
         Agent, for the benefit of Lenders, cash collateral in an amount to
         equal the then-existing LC Exposure (calculated at the then-current
         Dollar-Equivalent of such amount).

                  (h) INDEMNIFICATION. BORROWER SHALL PROTECT, INDEMNIFY, PAY,
         AND SAVE AGENT, ISSUING LENDER, AND EACH OTHER LENDER, 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.



                                       17
                                                                CREDIT AGREEMENT
<PAGE>   23

                  (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 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 Agent and return of such LC to Agent.

         2.4 Swing-Line Subfacility.

                  (a) Conditions. For the convenience of the parties, Agent,
         solely for its own account, may make any requested Borrowing (which
         request must be made before 1:00 p.m. on the Business Day the Borrowing
         is to be made and may be telephonic if confirmed in writing within two
         Business Days) 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 $10,000,000, 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 30 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
                  Agent, if notice is received by 2:00 p.m.

                  (b) If Borrower fails to repay any Swing-Line Borrowing within
         two Business Days after demand by Agent (or upon the Termination Date),
         Agent shall promptly notify each Lender


                                       18
                                                                CREDIT AGREEMENT
<PAGE>   24

         of Borrower's failure and the unpaid amount. No later than the close of
         business on the date 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 Agent a
         ratable participation in such Swing-Line Borrowing and shall make
         available to 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
         Agent's demand, and until Lender makes the required payment, 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 Agent for the
         ratable benefit of 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 Agent for its own account).

         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 Business Days
prior written and irrevocable notice to 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 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 one time prior to
         the Termination Date, 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 Agent (such approval not to be
         unreasonably withheld);

                  (ii) 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;


                                       19
                                                                CREDIT AGREEMENT
<PAGE>   25

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

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

                  (v) 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
         $100,000,000;

                  (vi) 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;

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

                  (viii) 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 Agent in its sole
         discretion.

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

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 Agent in the stated
         principal amount of $10,000,000.

                  (b) Payment. Borrower must make each payment and prepayment on
         the Obligation to Agent's principal office in Dallas, Texas (or such
         other office designated by Agent) 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. 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 Agent receives the funds from Borrower.

                  (c) Payment Assumed. Unless 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, Agent may
         assume that Borrower has made the full payment due and 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 Agent, each Lender shall
         repay to Agent on demand the amount distributed to that Lender by Agent


                                       20
                                                                CREDIT AGREEMENT
<PAGE>   26

         together with interest for each day from the date that Lender received
         payment from Agent until the date that Lender repays Agent (unless such
         repayment is made on the same day as such distribution), at an interest
         rate equal to the Federal-Funds Rate.

         3.2 Interest and Principal Payments.

                  (a) Interest. Accrued interest on each LIBOR Borrowing is due
         and payable on the last day of its respective Interest Period. If any
         Interest Period for a LIBOR Borrowing is greater than three months,
         then accrued interest is also due and payable on the date three months
         after the commencement of the Interest Period. Until converted to a
         LIBOR Borrowing under SECTION 3.10(B), accrued interest on each
         Base-Rate Borrowing (including Swing-Line Borrowings) is due and
         payable on the last day of each March, June, September, and December --
         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 $1,000,000 or a greater integral
         multiple of $100,000, (ii) Borrower shall give prior written and
         irrevocable notice to Agent (A) at least two 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 either (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,
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 Agent before delivering a
Borrowing Request to receive an indication of the interest rates then in effect,
but the indicated rates do not bind 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


                                       21
                                                                CREDIT AGREEMENT
<PAGE>   27

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 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 Agent are conclusive and
binding absent manifest error.

         3.8 Maximum Rate. Regardless of any provision contained in any Loan
Document, no Lender 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 Lenders ever do 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 Lenders shall, to the maximum extent permitted under
applicable Law, (a) treat all Borrowings as but a single extension of credit
(and Lenders 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, Lenders shall refund
any excess (and Lenders 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 tri-party 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


                                       22
                                                                CREDIT AGREEMENT
<PAGE>   28

Borrowing, and (c) elect a new Interest Period for a LIBOR Borrowing. That
election may be made by telephonic request to 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 Agent no later than two 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 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 Agent or Lenders 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 Determining Lenders may
         elect (but Determining Lenders agree to apply proceeds in an order that
         will minimize any Funding Loss); (vi) to the remaining Obligation in
         the order and manner Determining Lenders deem appropriate; and (vii) as
         a deposit with Agent, for the benefit of Lenders, 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


                                       23
                                                                CREDIT AGREEMENT
<PAGE>   29

account (excluding Settlement Aggregation Accounts) and other property, or any
interest therein, that any Company may now or hereafter have with, or which is
now or hereafter in the possession of, that Lender to the extent of the full
amount of the Obligation owed (directly or participated) to it.

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

         3.15 Basis Unavailable or Inadequate for LIBOR. If, on or before any
date when LIBOR is to be determined for a Borrowing, 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 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 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 Agent, the other Lenders, 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 Agent, any other Lender, 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 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 Business


                                       24
                                                                CREDIT AGREEMENT
<PAGE>   30

         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 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) Agent or that Lender (through 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 Agent or that
         Lender within five Business Days after demand. Notwithstanding the
         foregoing sentence, Borrower shall not be obligated to pay such amount
         unless notice thereof is given within 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 120 days after receipt of
         the above-described certificate from Agent by giving written notice to
         Agent or that Lender through Agent) of such election not more than five
         Business Days after receipt of such certificate from 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 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 Agent
         or any Lender or ruled (by a Tribunal) payable by Agent or any Lender
         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 Agent or that Lender (or Agent or that Lender, as
         the case may be, together with any other Person with whom Agent or that
         Lender files a consolidated, combined, unitary, or similar Tax return)
         and


                                       25
                                                                CREDIT AGREEMENT
<PAGE>   31

         except for interest and penalties incurred as a result of the gross
         negligence or willful misconduct of Agent or any Lender. Agent or that
         Lender (through 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 Agent
         for its account or the account of that Lender, as the case may be
         within five Business Days after demand. If Agent or that Lender
         subsequently receives a refund of the Taxes paid to it by Borrower,
         then the recipient shall promptly pay the refund to Borrower.

         3.17 Change in Laws. If any Law makes it unlawful for any Lender to
make or maintain LIBOR Borrowings, then that Lender shall promptly notify
Borrower and 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
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 Foreign Lenders, Participants, and Assignees. Each Lender,
Participant (by accepting a participation interest under this agreement), and
Assignee (by executing an Assignment) that is not organized under the Laws of
the United States of America or one of its states (a) represents to Agent and
Borrower that (i) no Taxes are required to be withheld by Agent or Borrower with
respect to any payments to be made to it in respect of the Obligation and (ii)
it has furnished to Agent and Borrower two duly completed copies of either U.S.
Internal Revenue Service Form 4224, Form 1001, Form W-8, or any other form
acceptable to Agent and Borrower that entitles it to a complete exemption from
U.S. federal withholding Tax on all interest or fee payments under the Loan
Documents, and (b) covenants to (i) provide Agent and Borrower a new Form 4224,
Form 1001, Form W-8, or other form acceptable to Agent and Borrower upon the
expiration or obsolescence according to Law of any previously delivered form,
duly executed and completed by it, entitling it to a complete exemption from
U.S. federal withholding Tax on all interest and fee payments under the Loan
Documents, and (ii) comply from time to time with all Laws with regard to the
withholding Tax exemption. If any of the foregoing is not true at any time or
the applicable forms are not provided, then Borrower and Agent (without
duplication) may deduct and withhold from interest and fee payments under the
Loan Documents any Tax at the maximum rate under the Code or other applicable
Law, and amounts so deducted and withheld shall be treated as paid to that
Lender, Participant, or assignee, as the case may be, for all purposes under the
Loan Documents.


                                       26
                                                                CREDIT AGREEMENT
<PAGE>   32

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 Agent's Fees. Borrower shall pay to Agent, solely for its own
account, the arrangement fee described in the letter agreement (as it may be
renewed, extended, or modified) dated as of September 24, 1999, between Borrower
and Agent.

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

                  (a) 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 100% of the Applicable Margin in effect for
         LIBOR Borrowings on the first day of the quarterly period for which a
         payment is payable;

                  (b) For the account of Issuing Lender, payable on the date of
         issuance, a fronting fee of $300.00; and

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

         4.4 Commitment Fees.

                  (a) From and after the Closing Date, Borrower shall pay to
         Agent a commitment fee for Lenders according to each Lender's
         Commitment Percentage. The fee is payable as it accrues on the last day
         of each March, June, September, and December -- commencing on September
         30, 1999 -- and on the Termination Date. 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 Percentage, times (ii) the amount by
         which the average-daily Total Commitment exceed the sum of the
         average-daily Commitment Usage, 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.

                  (b) From and after the Closing Date, Agent agrees to pay a
         commitment fee to each Lender (other than Agent) according to each
         Lender's Commitment Percentage, as it accrues on the last day of each
         March, June, September, and December -- commencing on September 30,
         1999 -- and on the Termination Date. Each payment of such 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
         the (i) Applicable Percentage, times (ii) such Lender's Commitment
         Percentage, times (iii) the aggregate principal


                                       27
                                                                CREDIT AGREEMENT
<PAGE>   33

         amount of all Swing-Line Borrowings advanced by Agent to Borrower
         during the applicable quarter or portion of it, times (iv) a fraction
         with the number of days in the applicable quarter or portion of it on
         which there was Principal Debt under the Swing-Line Subfacility as the
         numerator and 360 as the denominator.



                                       28
                                                                CREDIT AGREEMENT
<PAGE>   34


SECTION 5 SECURITY.

         5.1 Guaranty. In consideration of the LCs which may be issued by
Issuing Lender under this agreement on behalf of each Company, and in
consideration of 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), Borrower shall cause all of its
present and future direct and indirect Subsidiaries (other than GuaranTec,
L.L.P., a Florida limited partnership), whether now existing or in the future
formed or acquired, to unconditionally guarantee the full payment and
performance of the Obligation by execution of a Guaranty.

         5.2 Collateral. If the Funded Debt/EBITDA Ratio is ever greater than
2.50 to 1.00, upon 10 days earlier notice, Borrower shall cause the full payment
and performance of the Obligation to be secured by Lender Liens on such items
and types of property then owned or thereafter acquired by any Company, or any
of their present or future Subsidiaries, as may be requested by Agent or
Determining Lenders, in their sole discretion.

         5.3 Additional Security and Guaranties. Lender 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 covenants and agrees that the Lender
Liens, when required as described in SECTION 5.2, must be created and perfected
as a condition to funding any Borrowings or issuance of any LC. Furthermore,
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 Agent or Determining
Lenders may reasonably deem appropriate or necessary to perfect and maintain the
Lender Liens and preserve and protect the Rights of Agent and Lenders under any
Loan Document.

         5.5 Release of Collateral. Agent shall, upon Borrower's written request
and at Borrower's cost and expense, cause the Lender Liens on all Collateral to
be released:

                  (a) If the conditions described in SECTION 5.2 have occurred,
         and after such occurrence Borrower has maintained the Funded
         Debt/EBITDA Ratio to be less than 2.00 to 1.00 for two consecutive
         fiscal quarters, provided that no Potential Default or Default has
         occurred; or

                  (b) 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.


SECTION 6 CONDITIONS PRECEDENT. No Lender is obligated to fund the initial
Borrowing or issue any LC unless (a) Agent has received all of the items
described on SCHEDULE 6; (b) Agent and its counsel have completed due diligence
satisfactory to each, including without limitation, a review of


                                       29
                                                                CREDIT AGREEMENT
<PAGE>   35

financial projections of Borrower, including statements of income, balance
sheets, and cash flow statements; (c) Agent has received and reviewed to its
satisfaction unaudited financial statements of Borrower for the quarter ended
March 31, 1999, certified by a senior financial officer of Borrower; (d) the
acquisition by Borrower of all of the issued and outstanding capital stock of
Consultec, Inc. for a purchase price not to exceed $105,000,000.00 pursuant to
that certain purchase agreement dated February 11, 1999 has been completed; (e)
Agent has received a true and correct copy of the purchase agreement referenced
in CLAUSE (D) above; (f) any required approvals or consents (including those
related to the acquisition referenced above) shall have been obtained and remain
in effect; and (g) such other agreements, documents, instruments, opinions,
certificates, and evidences as Agent may reasonably require. In addition, no
Lender is obligated to fund (as opposed to continue or convert) any Borrowing or
issue any LC, and 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) 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; (y) none of the
matters disclosed in any amendments to SCHEDULES 7.8, 7.10, or 7.18 are objected
to by Determining Lenders; and (z) 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 (Z) above are satisfied. Upon either Agent's or any Lender's reasonable
request, Borrower shall deliver to that 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.

SECTION 7 REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
Agent and Lenders as follows:

         7.1 Purpose and Regulation U.

                  (a) Borrower will use the proceeds of the Revolving Facility
         (including the LC Subfacility and the Swing-Line Subfacility) for, (i)
         the working capital and general corporate purposes of itself and any
         Company that has executed a Guaranty, and (ii) acquisitions that are
         permitted under SECTION 9.

                  (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 Regulation U 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, Regulation U.

         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 incorporation. Except where not a Material Adverse Event, each
Company is duly qualified to transact business and is in good standing


                                       30
                                                                CREDIT AGREEMENT
<PAGE>   36

as a foreign corporation 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 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 Agent and Lenders 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 of each
Company, (f) the percentage of shares of outstanding capital stock (or similar
voting interests) of each Subsidiary held by 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 (i) with
respect to each Subsidiary (other than The LAN Company) existing as of July 30,
1997, 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, at least 5% of the outstanding shares of
capital stock of the applicable Subsidiary, (ii) with respect to The LAN Company
and any Subsidiary formed or acquired after July 30, 1997, 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, at least 10% of the outstanding shares of capital 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
Company 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 corporate
power, (b) have been duly authorized by all necessary corporate 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 charter or bylaws, 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
Company party to it, enforceable against it in accordance with that Loan
Document's terms except as that enforceability may be limited by Debtor Laws and
general principles of equity.

         7.6 Financials and Existing Debt. The Current Financials were prepared
in accordance with GAAP and present fairly, in all material respects, the
Companies' 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


                                       31
                                                                CREDIT AGREEMENT
<PAGE>   37

filed by Borrower pursuant to the Securities and Exchange Act of 1934 and
delivered to 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. Except as disclosed on SCHEDULE 7.7, on each Borrowing
Date and the date any LC is issued, each Company, is -- and after giving effect
to the requested Borrowing or LC will be -- Solvent. As of the Closing Date, the
Companies disclosed on SCHEDULE 7.7 are immaterial to Borrower's consolidated
balance sheet.

         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 Agent and Lenders 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, (a) all Tax returns of
each Company required to be filed have been filed (or extensions have been
granted) before delinquency, and (b) all Taxes imposed upon each Company that
are due and payable have been paid before delinquency except as being contested
as permitted by SECTION 8.5.

         7.10 Environmental Matters. Except as disclosed on SCHEDULE 7.10 -- as
supplemented from time to time by an amendment to that schedule that is dated,
executed, and delivered by Borrower to Agent and Lenders 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.

         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 512 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


                                       32
                                                                CREDIT AGREEMENT
<PAGE>   38

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.

         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 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,
individually or in the aggregate, require any Company to pay more than
$1,000,000.00 over the course of such transactions.

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

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

         7.17 Labor Matters. (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. To the best of Borrower's knowledge, after
excercise of due diligence, and 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


                                       33
                                                                CREDIT AGREEMENT
<PAGE>   39


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, 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.

         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
Agent and Lenders. All information previously furnished to Agent or any Lender
in connection with the Loan Documents was -- and all information furnished in
the future by any Company to Agent or any Lender will be -- true and accurate in
all material respects or based on reasonable estimates on the date the
information is stated or certified.

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 Agent and Lenders that,
without first obtaining Agent's written notice of Determining Lenders' consent
to the contrary:

         8.1 Certain Items Furnished. Borrower shall furnish the following to
each Lender:

                  (a) Annual Financials, Etc. Promptly after preparation but no
         later than 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
         Price Waterhouse LLP or other firm of nationally-recognized independent
         certified public accountants reasonably acceptable to Determining
         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.

                  (b) Quarterly Financials, Etc. Promptly after preparation but
         no later than 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, 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 Agent, any other Tribunal.


                                       34
                                                                CREDIT AGREEMENT
<PAGE>   40

                  (d) Employee Plans. As soon as possible and within 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 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) Other Information. Promptly when reasonably requested by
         Agent or any Lender, such information (not otherwise required to be
         furnished under this agreement) about any Company's business affairs,
         assets, and liabilities, and any opinions, certifications, and
         documents, in addition to those mentioned herein.

         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, provided that notwithstanding anything herein to the contrary,
Borrower may also use the proceeds of the Revolving Facility (including the
Swing-Line Subfacility but excluding the LC Subfacility) for the purpose of
performing its payment obligations in connection with ITEMS 7 and 13 on SCHEDULE
9.2.

         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 Agent or any Lender (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


                                       35
                                                                CREDIT AGREEMENT
<PAGE>   41

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 Agent incident to any
Loan Document (including, without limitation, the reasonable fees and expenses
of 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 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 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
incorporation, (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 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 Agent, with loss payable
to Agent as its interest may appear, and provide Agent with evidence of such
insurance within 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 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
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 ITS GUARANTY) EACH OTHER COMPANY; (ii) "INDEMNITEE"
         MEANS AGENT, EACH LENDER, EACH PRESENT AND FUTURE AFFILIATE OF AGENT OR
         ANY LENDER, EACH PRESENT AND FUTURE REPRESENTATIVE OF AGENT, ANY
         LENDER, OR ANY OF THOSE AFFILIATES, AND EACH PRESENT AND FUTURE
         SUCCESSOR AND ASSIGN OF AGENT, ANY LENDER, OR ANY OF THOSE AFFILIATES
         OR REPRESENTATIVES; AND (iii) "INDEMNIFIED LIABILITIES" MEANS ALL
         PRESENT AND FUTURE, KNOWN AND UNKNOWN, FIXED AND


                                       36
                                                                CREDIT AGREEMENT
<PAGE>   42


         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 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. Each Company shall
(a) 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 Agent 30 days prior written
notice of such proposed location (including, without limitation, the name of the
county or parish and state), (b) do or cause to be done all things necessary or
appropriate to keep each Material Agreement in full force and effect during its
stated term (unless the other party thereto has defaulted thereunder) and keep
the


                                       37
                                                                CREDIT AGREEMENT
<PAGE>   43

Rights of the Companies and Agent and Lenders thereunder unimpaired, (c) notify
Agent of the occurrence of any default under any Material Agreement, and (d)
exercise each and every option, if any, to renew and extend the term of each
Material Agreement prior to the termination thereof (unless the other party
thereto has defaulted thereunder or such Company determines in good faith that
the renewal or extension of such agreement is economically unsound). In
addition, no Company will amend, modify, surrender, impair, forfeit, cancel, or
terminate, or permit the amendment, modification, surrender, impairment,
forfeiture, cancellation, or termination of, any Material Agreement (other than
amendments or modifications which could not, individually or collectively, have
a Material Adverse Effect, 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 have a Material Adverse Effect. Each Company shall maintain a system
which, in its reasonable business judgment, will assure its continued compliance
with Environmental Laws.

         8.14 Subsidiaries. Borrower shall cause any new Subsidiary to execute
and deliver a Guaranty to Agent for the benefit of Lenders.

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 Agent and Lenders that, without
first obtaining Agent's written notice of Determining 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 who has
         executed a Guaranty; (ii) advances by Borrower to 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 who has executed a Guaranty, and (vi) current trade and
         customer accounts receivable which are for goods furnished or services
         rendered in the ordinary course of business and are payable in
         accordance with customary trade terms.

                  (b) Acquisitions and Investments. No Company may, directly or
         indirectly, make any investment in, or purchase or commit to purchase
         any stock or other securities of, 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



                                       38
                                                                CREDIT AGREEMENT
<PAGE>   44

         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 Standard & Poor's Corporation ("S&P") or Moody's
         Investors Service, Inc. ("MOODY'S"), 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 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) common stock, preferred stock, partnership interests,
         or any Debt instrument acquired in conjunction with outsourcing
         contracts for consideration which does not exceed an amount equal to
         7.5% of the book value of the consolidated assets of the Companies
         immediately prior thereto; (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 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 other acquisition in which the
         consideration is paid with Borrower's common stock; (xiii) any merger
         or consolidation of a Subsidiary into another Subsidiary or into
         Borrower; and (xiv) the CARA Acquisition, the BRC Acquisition, and any
         other acquisitions of stock, interests or assets, (or creation of new
         Subsidiaries), so long as the aggregate amount of consideration paid
         (or capital contributed) by the Companies during each fiscal year set
         forth in the table below for such stock, other interests or assets does
         not exceed the Maximum Amount for such fiscal year. For purposes of
         this SECTION 9.3(b)(xiv), "MAXIMUM AMOUNT" means the "Maximum Amount"
         set forth in the table below plus any portion of the previous fiscal
         year's Maximum Amount not utilized during that previous fiscal year.

<TABLE>
<CAPTION>
        FISCAL YEAR END                  MAXIMUM AMOUNT
        ---------------                  --------------
<S>                                     <C>
            6/30/97                       $ 65,000,000

            6/30/98                       $ 75,000,000

     6/30/99 and thereafter               $120,000,000
</TABLE>


         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.


                                       39
                                                                CREDIT AGREEMENT
<PAGE>   45

         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 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, other than (a) 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, (b) transfers of assets to Borrower by any
Subsidiary, and (c) transfers of assets by Borrower or any other Subsidiary to
any Subsidiary party to a Guaranty. For purposes of this SECTION 9.6, such
transactions are "material" if they, individually or in the aggregate, require
any Company to pay more than $1,000,000 over the course of such transactions.

         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, (ii) with respect to each Subsidiary (other than The LAN Company)
existing as of July 30, 1997, any warrants, options, or other acquisition Rights
of any Person that could not result in the holders of such warrants, options, or
other acquisition Rights owning, in the aggregate, at least 5% of the
outstanding shares of capital stock of the applicable Subsidiary, and (iii) with
respect to The LAN Company and any Subsidiary formed or acquired after July 30,
1997, any warrants, options, or other acquisition Rights of any Person that
could not result in the holders of such warrants, options, or other acquisition
Rights owning, in the aggregate, at least 10% of the outstanding shares of
capital stock.

         (b) Borrower may not permit any Subsidiary to, directly or indirectly,
issue, sell, or otherwise dispose of any of its shares of capital stock or other
investment securities of any class, or any securities convertible into or
exchangeable for any such shares, unless (i) such Subsidiary is party to a
Guaranty, and, after giving effect to such issuance, sale, or disposition, such
Subsidiary will continue to be a Subsidiary of Borrower, or (ii) such Subsidiary
is a Divestiture Subsidiary and the aggregate amount of assets owned by all
Divestiture Subsidiaries consummating a transaction permitted under this SECTION
9.8(b)(ii) as of the date of such issuance, sale, or disposition does not exceed
5% of the Companies' consolidated assets.

         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 capital stock or equity securities during any fiscal year,
(i) if no Default has occurred prior to such declaration or payment, (ii) such



                                       40
                                                                CREDIT AGREEMENT
<PAGE>   46

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;
and (b) Borrower shall insure that each of its Subsidiaries declares dividends
(subject to applicable Law), or makes cash advances to Borrower from time to
time in aggregate amounts sufficient to permit Borrower to pay the Obligation as
it becomes due and payable.

         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)
transfers of assets permitted under SECTION 9.6, and (d) other dispositions of
assets which do not in the aggregate exceed $10,000,000 during any fiscal year
of Borrower.

         9.11 Mergers, Consolidations, and Dissolutions. Except as may be
permitted under SECTION 9.3, 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 to Agent.

         9.14 New Businesses. No Company may, directly or indirectly, engage in
any business other than 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 an
expenditure or investment by the Companies in excess of an amount equal to 7.5%
of the value 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.

         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.


                                       41
                                                                CREDIT AGREEMENT
<PAGE>   47

         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 confer additional material rights to the holder of the
Subordinated Notes in a manner adverse to Borrower, 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 Agent and Lenders that,
without first obtaining Agent's written notice of Determining 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)
$185,000,000.00, plus (b) 50% of the Companies' cumulative net income (without
deduction for losses) after March 31, 1996 (commencing with the quarter ending
June 30, 1996), plus (c) the gross proceeds of any Subject Securities Issuance
occurring following the Closing Date.

         10.2 Funded Debt/EBITDA Ratio. The Funded Debt/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 Borrower to pay
any portion of the Obligation, as the same becomes due in accordance with the
terms of the Loan Documents.

                                       42
                                                                CREDIT AGREEMENT
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         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) applicable to it:

         (a) In SECTIONS 8.1 through 8.4, 8.6 through 8.13, 9.1, 9.3(b), 9.6,
9.8 through 9.13, and 9.15 through 9.19; or

         (b) In SECTIONS 10.1, through 10.3 and that failure or refusal
continues for twenty Business Days after any Company has knowledge thereof (or
for a period of twenty 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 8.5, 8.14, 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 days after any Company has knowledge
thereof (or for a period of thirty 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) The failure or refusal of Borrower (and, if applicable, any other
Company) to punctually and properly perform, observe, and comply with any other
covenant, agreement, or condition contained in any of the Loan Documents to
which such Company is a party, other than covenants listed in CLAUSES (a) - (c)
preceding, and such failure or refusal continues for a period of ten days after
any Company has knowledge thereof (or for a period of ten 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 Relief Law, or (c)
becomes a party to or is made the subject of any proceeding provided for by any
Debtor Relief Law, other than as a creditor or claimant, that could suspend or
otherwise adversely affect the Rights of Agent or any Lender granted in the Loan
Documents (unless, in the event such proceeding is involuntary, the petition
instituting same is dismissed within 60 days after its filing).

         11.4 Attachment. The failure of any Company to have discharged within
30 days after commencement any attachment, sequestration, or similar proceeding
against any material asset of any Company.

         11.5 Payment of Judgments. Any Company fails to pay any judgment or
order for the payment of money in excess of $10,000,000 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


                                       43
                                                                CREDIT AGREEMENT
<PAGE>   49

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 any Company's assets.

         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.

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

                           (b) For Borrower's Subsidiaries that are not
                  Wholly-Owned Subsidiaries, (i) with respect to Subsidiaries
                  that are not Divestiture Subsidiaries, 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 shares of capital
                  stock (or similar voting interests) of such Subsidiaries
                  sufficient to constitute control of such Subsidiary, or (ii)
                  such Subsidiaries incur Debt to any Person other than
                  Permitted Debt.

         11.9 Change of Control of 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
approved or ratified by a vote of the individuals comprising at least 50% of the
then incumbent 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 $3,000,000 (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 ITEM 7 of SCHEDULE
9.2, such default or other event or condition continues for twenty 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


                                       44
                                                                CREDIT AGREEMENT
<PAGE>   50

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 ITEM 7 of SCHEDULE 9.2, such prepayment is not made by Borrower
within twenty 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 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, any
Note, any LC Agreement, any Guaranty, or any Security Document ceases to be in
full force and effect in any material respect or is declared to be null and void
or its validity or enforceability is contested in writing by any Company party
to it or any Company party to it denies in writing that it has any further
liability or obligations under it except in accordance with that document's
express provisions or as the appropriate parties under SECTION 14.8 below may
otherwise agree in writing.

         11.13 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 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 Revolving Maturity Date in connection with the pendency of the
related court action or proceeding, and Borrower has failed to deposit with
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 the Restated Credit
         Agreement and the expiration of any period of grace or notice.

                  (c) 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 days
         after it is entered, and (z) a reserve or other provision required by
         GAAP has been made.


                                       45
                                                                CREDIT AGREEMENT
<PAGE>   51


         11.15 Impairment of Collateral or Ability to Pay. The discovery by any
Lender of information that the prospect of payment or performance of the
Obligation is materially impaired, or that the value of the Collateral has or
will be materially decreased, and the situation giving rise thereto is not
corrected to the satisfaction of Agent and Lenders within 20 days after notice
thereof from 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.

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), Agent may (with the consent of, and must,
         upon the request of, Determining 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, Borrower and
(pursuant to its Guaranty) each other Company waives presentment and demand for
payment, protest, notice of intention to accelerate, notice of acceleration, and
notice of protest and nonpayment, and agrees that its liability with respect to
all or any part of the Obligation is not affected by any renewal or extension in
the time of payment of all or any part of the Obligation, by any indulgence, or
by any release or change in any security for the payment of all or any part of
the Obligation.

         12.3 Performance by Agent. If any Company's covenant, duty, or
agreement is not performed in accordance with the terms of the Loan Documents,
Agent may, while a Default exists, at its option (but subject to the approval of
Determining Lenders), perform or attempt to perform that covenant, duty, or
agreement on behalf of that Company (and any amount expended by Agent in its
performance or attempted performance is payable by the Companies, jointly and
severally, to Agent on demand, becomes part of the


                                       46
                                                                CREDIT AGREEMENT
<PAGE>   52

Obligation, and bears interest at the Default Rate from the date of Agent's
expenditure until paid). However, 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 Agent or any Lender 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 Agent or any Lender 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. Agent's and Lenders'
power is limited to the Rights provided in the Loan Documents. All of those
Rights exist solely -- and may be exercised in any manner calculated by Agent or
Lenders in their respective good faith business judgment -- to preserve and
protect the Collateral and to assure payment and performance of the Obligation.

         12.5 Course of Dealing. The acceptance by Agent or Lenders of any
partial payment on the Obligation is not a waiver of any Default then existing.
No waiver by Agent, Determining Lenders, or Lenders of any Default is a waiver
of any other then-existing or subsequent Default. No delay or omission by Agent,
Determining Lenders, or Lenders 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 Agent, Determining
Lenders, and Lenders under the Loan Documents are cumulative of and in addition
to all other Rights granted to Agent, Determining Lenders, and Lenders at law or
in equity, whether or not the Obligation is due and payable and whether or not
Agent, Determining Lenders, or Lenders have 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
Agent or Lenders 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 Agent
or Determining Lenders reasonably request in connection with the obtaining of
any consent, approval, registration (other than securities Law registrations),
qualification, permit, license, or authorization of any Tribunal or other Person
necessary or appropriate for the effective exercise of any Rights under the Loan
Documents. Because Borrower agrees that Agent's and Determining Lenders'
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.


                                       47
                                                                CREDIT AGREEMENT
<PAGE>   53

         12.9 Expenditures by Lenders. Any sums spent by Agent or any Lender in
the exercise of any Right under any Loan Document is payable by the Companies to
Agent within five 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 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).

SECTION 13 AGENT AND LENDERS.

         13.1 Agent.

                  (a) Appointment. Each Lender appoints Agent (including,
         without limitation, each successor to the Agent in accordance with this
         SECTION 13) as its nominee and agent to act in its name and on its
         behalf (and 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,
         Agent is not required to take any action that exposes Agent to personal
         liability or that is contrary to any Loan Document or applicable Law.

                  (b) Successor. Agent may assign all of its Rights and
         obligations as Agent under the Loan Documents to any of its Affiliates,
         which Affiliate shall then be the successor Agent under the Loan
         Documents. Agent may also voluntarily resign and shall resign upon the
         request of Determining Lenders for cause (i.e., Agent is continuing to
         fail to perform its responsibilities under the Loan Documents). If the
         initial, or any successor to, Agent ever ceases to be a party to this
         agreement or if either of the initial, or any successor to, Agent ever
         resigns (whether voluntarily or at the request of Determining Lenders),
         then Determining Lenders shall appoint a successor to Agent from among
         Lenders (other than the resigning Agent). If Determining Lenders fail
         to appoint a successor to such Agent within 30 days after the resigning
         Agent has given notice of resignation or Determining Lenders have
         removed the resigning Agent, then the resigning Agent may, on behalf of
         Lenders, appoint a successor 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 Agent, the successor Agent succeeds to and becomes vested
         with all of the Rights of the prior Agent, and the prior Agent is
         discharged from its duties and obligations as Agent under the Loan
         Documents,


                                       48
                                                                CREDIT AGREEMENT
<PAGE>   54

         and each Lender shall execute the documents that any Lender, the
         resigning or removed Agent, or the successor Agent reasonably request
         to reflect the change. After Agent's resignation or removal as 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 Agent
         under the Loan Documents.

                  (c) Rights as Lender. 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 Agent. The term
         "Lender", unless the context otherwise indicates, includes each Agent.
         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 Agent is not a fiduciary for
         Lenders or for Borrower, but Agent is simply acting in the capacity
         described in this agreement to alleviate administrative burdens for
         Borrower and Lenders, that Agent has any duties or responsibilities to
         Lenders or Borrower except those expressly set forth in the Loan
         Documents, and that Agent in its capacity as a Lender has the same
         Rights as any other Lender.

                  (d) Other Activities. Agent or any Lender 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 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 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
         Agent's or any other Lender's possession or control 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 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 Agent or Issuing
Lender (while acting in such capacity) in connection with any of the Loan
Documents if Agent or such Issuing Lender is not reimbursed from other sources
within 30 days after incurrence. Each Lender is entitled to receive its Pro Rata
Part of any reimbursement that it makes to Agent or Issuing Lender if 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).


                                       49
                                                                CREDIT AGREEMENT
<PAGE>   55


         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
Agent, and Lenders and Agent may perform any of their duties or exercise any of
their Rights under the Loan Documents by or through their respective
Representatives. 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 Agent or that Lender (but nothing in this CLAUSE
(A) permits 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 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 Agent, who handles matters associated with the
Loan Documents and transactions thereunder, has actual knowledge or 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 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 Agent's Liability.

                  (a) Exculpation. Neither Agent nor any of its respective
         Affiliates or Representatives will be liable for any action taken or
         omitted to be taken by it or them under the Loan Documents in good
         faith and believed by them to be within the discretion or power
         conferred upon them by the Loan Documents or be responsible for the
         consequences of any error of judgment (except for fraud, gross
         negligence, or willful misconduct), and neither 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 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, 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 Agent requests
         instructions from Lenders, or Determining Lenders, as the case may be,
         with respect to any act or action in connection with any Loan Document,
         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 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 Agent as a result of Agent's acting or
         refraining from acting under this agreement in accordance with
         instructions of Determining Lenders.

                  (c) Reliance. Agent is not responsible to any Lender or any
         Participant for, and each Lender represents and warrants that it has
         not relied upon 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 Agent), (iii) any representation, warranty,
         document, certificate, report, or statement made therein (except by


                                       50
                                                                CREDIT AGREEMENT
<PAGE>   56


         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 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 AGENT OR ITS
         REPRESENTATIVES ARE NOT REIMBURSED FOR SUCH AMOUNTS BY ANY COMPANY.
         ALTHOUGH AGENT AND ITS REPRESENTATIVES HAVE THE RIGHT TO BE INDEMNIFIED
         UNDER THIS AGREEMENT FOR THEIR OWN ORDINARY NEGLIGENCE, NEITHER AGENT
         NOR ITS 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 Determining Lenders or Lenders, as the case may be, may agree upon
a course of action for the enforcement of the Rights of Lenders. 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 from Determining Lenders. In actions with respect to any
Company's property, Agent is acting for the ratable benefit of each Lender.

         13.7 Collateral Matters.

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

                  (b) 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 the Collateral.

                  (c) Agent has no obligation whatsoever to any Lender or to any
         other Person to assure that the 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.


                                       51
                                                                CREDIT AGREEMENT
<PAGE>   57

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

                  (e) Lenders irrevocably authorize 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 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 Lenders. Upon request
         by Agent at any time, Lenders shall confirm in writing Agent's
         authority to release particular types or items of Collateral under this
         CLAUSE (e).

         13.8 Limitation of Liability. No Lender or any Participant will incur
any liability to any other Lender or Participant except for acts or omissions in
bad faith, and neither Agent nor any Lender or Participant will incur any
liability to any other Person for any act or omission of any other Lender or any
Participant.

         13.9 Relationship of Lenders. The Loan Documents do not create a
partnership or joint venture among Agent and Lenders or among Lenders.

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

SECTION 14 MISCELLANEOUS.

         14.1 Nonbusiness 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 Agent are


                                       52
                                                                CREDIT AGREEMENT
<PAGE>   58

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 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. 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.

                  (a) Determining Lenders. Unless otherwise specifically
         provided (i) the provisions of this agreement may be amended, modified,
         or waived, only by an instrument in writing executed by Borrower,
         Agent, and Determining Lenders (except amendments or modifications to
         the limitations set forth in SECTION 9.3(B)(XIV), which may be made by
         an instrument in writing executed by Borrower, Agent, and Majority
         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 Determining 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
         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 Agent or Lenders under this agreement
         (except such reductions as are contemplated by this agreement); (iii)
         changes the definition of "COMMITMENT," "COMMITMENT PERCENTAGE,"
         "DETERMINING 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 by SECTION 5.5 or any other


                                       53
                                                                CREDIT AGREEMENT
<PAGE>   59


         Loan Documents -- any Guaranty or Collateral; or (vi) changes this
         CLAUSE (b) or any other matter specifically requiring the consent of
         all Lenders under this agreement.

                  (c) Fees to Agent. Any amendment or consent or waiver with
         respect to fees payable solely to Agent under a separate letter
         agreement must be executed in writing only by 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
         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
         Agent, any Lender, or any of their respective Representatives with
         respect to exercising any Right of Agent or any Lender under this
         agreement operates as a waiver thereof. A waiver must be in writing and
         signed by Agent and Lenders (or Determining 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 Agent's discretion, counterparts
or signature pages executed and transmitted by fax) with the same effect as if
all signatories had signed the same document. All counterparts must be construed
together to constitute one and the same instrument.

         14.10 Parties.

                  (a) Parties Bound. Each Loan Document binds and inures to the
         parties to it, any intended beneficiary of it, and each of their
         respective successors and permitted assigns. No Company may assign or
         transfer any Rights or obligations under any Loan Document without
         first obtaining all 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 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.


                                       54
                                                                CREDIT AGREEMENT
<PAGE>   60

         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 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 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. The Effective Date in each Assignment must
         (unless a shorter period is agreeable to Borrower and Agent) be at
         least five Business Days after it is executed and delivered by the
         assignor Lender and the Assignee to Agent and Borrower for acceptance.
         Once that Assignment is accepted by 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
         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 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.

         14.11 Venue, Service of Process, and Jury Trial. BORROWER AND (PURSUANT
TO ITS GUARANTY) EACH COMPANY, IN EACH CASE FOR ITSELF AND ITS SUCCESSORS AND
ASSIGNS, IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS


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                                                                CREDIT AGREEMENT
<PAGE>   61

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 (PURSUANT TO ITS GUARANTY) EACH OTHER COMPANY ACKNOWLEDGES THAT
THESE WAIVERS ARE A MATERIAL INDUCEMENT TO AGENT'S AND EACH LENDER'S AGREEMENT
TO ENTER INTO A BUSINESS RELATIONSHIP, THAT AGENT AND EACH LENDER HAS ALREADY
RELIED ON THESE WAIVERS IN ENTERING INTO THIS AGREEMENT, AND THAT AGENT AND EACH
LENDER WILL CONTINUE TO RELY ON EACH OF THESE WAIVERS IN RELATED FUTURE
DEALINGS. BORROWER AND (PURSUANT TO ITS GUARANTY) EACH OTHER COMPANY 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 Agent or Lenders pursuant to this Agreement (that is
designated by such Company to Agent and Lenders as nonpublic information) will
be treated as confidential, but nothing herein contained shall limit or impair
any Agent's or Lender's Rights (and 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
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 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 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.


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                                                                CREDIT AGREEMENT
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                     REMAINDER OF PAGE INTENTIONALLY BLANK.
                             SIGNATURE PAGE FOLLOWS.




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                                                                CREDIT AGREEMENT
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         EXECUTED as of the date first stated above.



2828 North Haskell                     AFFILIATED COMPUTER SERVICES, INC.,
Dallas TX  75204                         as Borrower
Attn:    Ms. Nancy Vineyard
         Treasurer
Fax:     214-824-2565

                                       By
                                         -------------------------------------
                                         Nancy Vineyard
                                         Treasurer


1445 Ross Avenue, Suite 300            WELLS FARGO BANK (TEXAS), NATIONAL
Dallas, TX  75202                      ASSOCIATION, as Agent and a Lender
Attn:    Mr. Kyle G. Hranicky
         Vice President
Fax:     214-740-1543
                                       By
                                         -------------------------------------
                                         Kyle G. Hranicky
                                         Vice President






                                                                CREDIT AGREEMENT