<PAGE>
                                                                    EXHIBIT 10.2


                                CREDIT AGREEMENT

                                     BETWEEN

                       AFFILIATED COMPUTER SERVICES, INC.,
                                    BORROWER



                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
          CO-LEAD ARRANGER, SOLE BOOKRUNNER AND SOLE SYNDICATION AGENT



                  WELLS FARGO BANK TEXAS, NATIONAL ASSOCIATION,
                    CO-LEAD ARRANGER AND ADMINISTRATIVE AGENT



                                 CERTAIN LENDERS

                                       AND

                          CERTAIN SUBSIDIARY GUARANTORS



                       $375,000,000 SENIOR CREDIT FACILITY



                                  JUNE 10, 2002


<PAGE>



                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                       PAGE
                                                                                                       ----
<S>         <C>                                                                                        <C>
SECTION 1:           Definitions And Terms...............................................................1
   1.1      Definitions..................................................................................1
   1.2      Time References.............................................................................20
   1.3      Other References............................................................................20
   1.4      Accounting Principles.......................................................................21
SECTION 2:           COMMITMENTS........................................................................21
   2.1      Term Commitments............................................................................21
   2.2      Procedure for Term Loan Borrowing...........................................................21
SECTION 3:           TERMS OF PAYMENT...................................................................22
   3.1      Notes and Payments..........................................................................22
   3.2      Interest and Principal Payments.............................................................22
   3.3      Interest Options............................................................................24
   3.4      Quotation of Rates..........................................................................24
   3.5      Default Rate................................................................................24
   3.6      Interest Recapture..........................................................................24
   3.7      Interest Calculations.......................................................................24
   3.8      Maximum Rate................................................................................25
   3.9      Interest Periods............................................................................26
   3.10     Conversions.................................................................................25
   3.11     Order of Application........................................................................25
   3.12     Sharing of Payments, Etc....................................................................26
   3.13     Offset......................................................................................26
   3.14     Booking Borrowings..........................................................................27
   3.15     Basis Unavailable or Inadequate for LIBOR...................................................27
   3.16     Additional Costs............................................................................27
   3.17     Change In Laws..............................................................................29
   3.18     FUNDING LOSS................................................................................29
   3.19     Taxes.......................................................................................29
SECTION 4:           FEES...............................................................................31
   4.1      Treatment of Fees...........................................................................31
   4.2      Agent's Fees................................................................................31
SECTION 5:           SECURITY...........................................................................31
   5.1      Subsidiary Guaranty.........................................................................31
   5.2      [Reserved]..................................................................................32
   5.3      Additional Security and Subsidiary Guaranties...............................................32
   5.4      Further Assurances..........................................................................32
SECTION 6:           CONDITIONS PRECEDENT...............................................................32
SECTION 7:           REPRESENTATIONS AND WARRANTIES.....................................................35
   7.1      Purpose and Regulations G, T, U and X.......................................................35
   7.2      Corporate Existence, Good Standing, and Authority...........................................35
   7.3      Subsidiaries and Names......................................................................35
   7.4      Authorization and Contravention.............................................................36
   7.5      Binding Effect..............................................................................36
   7.6      Financials and Existing Debt................................................................36
</Table>


<PAGE>

<Table>
<S>         <C>                                                                                        <C>
   7.7      Solvency....................................................................................36
   7.8      Litigation..................................................................................36
   7.9      Taxes.......................................................................................36
   7.10     Environmental Matters.......................................................................37
   7.11     Employee Plans..............................................................................37
   7.12     Properties; Liens...........................................................................37
   7.13     Government Regulations......................................................................38
   7.14     Transactions with Affiliates................................................................38
   7.15     Debt........................................................................................38
   7.16     Leases......................................................................................38
   7.17     Labor Matters...............................................................................38
   7.18     Intellectual Property.......................................................................38
   7.19     Insurance...................................................................................39
   7.20     Full Disclosure.............................................................................39
   7.21     Pari Passu Debt.............................................................................39
   7.22     Contingent "Earn-Out" Payments..............................................................39
SECTION 8:           AFFIRMATIVE COVENANTS..............................................................40
   8.1      Certain Items Furnished.....................................................................40
   8.2      Use of Credit...............................................................................41
   8.3      Books and Records...........................................................................41
   8.4      Inspections.................................................................................41
   8.5      Taxes.......................................................................................41
   8.6      Payment of Obligation.......................................................................41
   8.7      Expenses....................................................................................41
   8.8      Maintenance of Existence, Assets, and Business..............................................42
   8.9      Insurance...................................................................................42
   8.10     Environmental Matters.......................................................................42
   8.11     Indemnification.............................................................................42
   8.12     Chief Executive Office; Material Agreements.................................................43
   8.13     Environmental Laws..........................................................................44
   8.14     After-Acquired Subsidiaries.................................................................44
SECTION 9:           NEGATIVE COVENANTS.................................................................44
   9.1      Debt. No Company may have any Debt except Permitted Debt....................................44
   9.2      Loans, Advances, Acquisitions and Investments...............................................44
   9.3      Liens.......................................................................................48
   9.4      Employee Plans..............................................................................48
   9.5      Transactions with Affiliates................................................................48
   9.6      Compliance with Laws and Documents..........................................................48
   9.7      Issuance of Securities......................................................................48
   9.8      Distributions...............................................................................48
   9.9      Disposition of Assets.......................................................................49
   9.10     Mergers, Consolidations, and Dissolutions...................................................49
   9.11     Assignment..................................................................................49
   9.12     Fiscal Year and Accounting Methods..........................................................49
   9.13     New Businesses..............................................................................49
   9.14     Government Regulations......................................................................50
</Table>


                                       ii
<PAGE>

<Table>
<S>         <C>                                                                                        <C>
   9.15     Strict Compliance...........................................................................50
   9.16     Prepayments of Subordinated Notes...........................................................50
   9.17     Changes Relating to Subordinated Notes......................................................50
SECTION 10:             FINANCIAL COVENANTS.............................................................51
   10.1     Net Worth...................................................................................51
   10.2     Funded Debt/Adjusted EBITDA Ratio...........................................................51
   10.3     Fixed-Charge Coverage.......................................................................52
SECTION 11:             DEFAULT.........................................................................52
   11.1     Payment of Obligation.......................................................................52
   11.2     Covenants...................................................................................52
   11.3     Debtor Relief...............................................................................52
   11.4     Attachment..................................................................................52
   11.5     Payment of Judgments........................................................................52
   11.6     Government Action...........................................................................52
   11.7     Misrepresentation...........................................................................52
   11.8     Ownership of Companies......................................................................53
   11.9     Change of Control of the Borrower...........................................................53
   11.10       Other Funded Debt........................................................................53
   11.11       SEC Reporting Requirements...............................................................54
   11.12       Validity and Enforceability..............................................................54
   11.13       Material Agreements......................................................................54
   11.14       Material Adverse Event...................................................................54
   11.15       Existing Credit Agreement Documents and Subordinated Notes...............................54
   11.16       Employee Benefit Plans...................................................................55
SECTION 12:             RIGHTS AND REMEDIES.............................................................55
   12.1     Remedies Upon Default.......................................................................55
   12.2     Company Waivers.............................................................................56
   12.3     Performance by the Administrative Agent.....................................................56
   12.4     Not in Control..............................................................................56
   12.5     Course of Dealing...........................................................................57
   12.6     Cumulative Rights...........................................................................57
   12.7     Application of Proceeds.....................................................................57
   12.8     Certain Proceedings.........................................................................57
   12.9     Expenditures by Lenders.....................................................................57
   12.10       Diminution in Value of Collateral........................................................57
   12.11       Expenses; Indemnification................................................................58
SECTION 13:             THE ADMINISTRATIVE AGENT AND LENDERS............................................59
   13.1     Administrative Agent........................................................................59
   13.2     Expenses....................................................................................61
   13.3     Proportionate Absorption of Losses..........................................................61
   13.4     Delegation of Duties; Reliance..............................................................61
   13.5     Limitation of Administrative Agent's Liability..............................................62
   13.6     Default.....................................................................................63
   13.7     [Reserved]..................................................................................63
   13.8     Limitation of Liability.....................................................................63
   13.9     Relationship of Lenders.....................................................................63
</Table>


                                      iii
<PAGE>

<Table>
<S>         <C>                                                                                        <C>
   13.10       Benefits of Agreement....................................................................63
   13.11       Other Agents.............................................................................63
SECTION 14:             MISCELLANEOUS...................................................................63
   14.1     Non-Business Days...........................................................................63
   14.2     Communications..............................................................................64
   14.3     Form and Number of Documents................................................................64
   14.4     Exceptions to Covenants.....................................................................64
   14.5     Survival....................................................................................64
   14.6     Governing Law...............................................................................64
   14.7     Invalid Provisions..........................................................................64
   14.8     Amendments, Consents, Conflicts, and Waivers................................................64
   14.9     Multiple Counterparts.......................................................................65
   14.10       Parties..................................................................................65
   14.11       Submission To Jurisdiction; Waivers......................................................67
   14.12       Confidentiality Obligations..............................................................68
   14.13       Entirety.................................................................................69
   14.14       WAIVERS OF JURY TRIAL....................................................................69
SECTION 15:             SUBSIDIARY GUARANTY.............................................................69
   15.1     The Guaranty................................................................................69
   15.2     Bankruptcy..................................................................................70
   15.3     Nature of Liability.........................................................................70
   15.4     Independent Obligation......................................................................71
   15.5     Authorization...............................................................................71
   15.6     Reliance....................................................................................71
   15.7     Subordination...............................................................................71
   15.8     Waivers; Consents...........................................................................71
   15.9     Limitation..................................................................................73
   15.10       Additional Guarantors....................................................................73
</Table>


                                       iv
<PAGE>

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT is entered into as of June 10, 2002, between
AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation (the "BORROWER"), the
Lenders (as defined below), GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Lead
Arranger, Sole Bookrunner and Sole Syndication Agent for the Lenders, WELLS
FARGO BANK TEXAS, NATIONAL ASSOCIATION, as Co-Lead Arranger and Administrative
Agent, and the Subsidiary Guarantors (defined below).

         The Borrower has entered into a Stock Purchase Agreement, dated as of
May 16, 2002, as amended (the "STOCK PURCHASE AGREEMENT"), with Fleet National
Bank and Fleet Holding Corp. (collectively, the "SELLER") pursuant to which the
Borrower has agreed to acquire all of the outstanding capital stock of AFSA Data
Corporation ("AFSA") for total cash consideration of $410,000,000 (subject to
adjustment as provided in the Stock Purchase Agreement) (the "AFSA
ACQUISITION"). The Borrower has requested that the Lenders extend a $375,000,000
senior credit facility to the Borrower to be used by the Borrower to finance a
portion of the cost of the AFSA Acquisition and to pay related fees and
expenses. The Lenders are willing to extend the requested credit facility on the
terms and conditions of this Agreement.

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

SECTION 1: Definitions And Terms.

         1.1 Definitions. As used in the Loan Documents:

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

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

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

<PAGE>

         "ADJUSTED EBITDA" means EBITDA adjusted (a) as permitted, and in
accordance with, Article 11 of Regulation S-X of the 1933 Act, and (b) to give
effect to any Permitted Acquisition which occurred during the period of
calculation, as if such Permitted Acquisition occurred on the first day of such
period, by increasing, if positive, or decreasing, if negative, EBITDA by the
EBITDA of such newly-acquired business during such period of calculation
occurring prior to the date of such Permitted Acquisition; provided that, if
EBITDA is proposed to be adjusted for any Permitted Acquisition, the
consideration (in cash or any other consideration) for which Acquisition is
$50,000,000 or more, then to be included within the period of calculation, and
such adjustment: (i) the Person acquired or from which such business was
acquired shall have completed (prior to such Acquisition) audited Financials
covering periods within 15 months prior to the closing date of such Permitted
Acquisition accompanied by an unqualified opinion of an independent certified
public accountant; or (ii) the Borrower shall provide to the Administrative
Agent a written report completed by an independent certified public accountant
acceptable to the Administrative Agent which substantiates in all material
respects the EBITDA of the acquired entity or business using due diligence
procedures acceptable to the Administrative Agent.

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

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

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

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

         "AFSA" is defined in the preamble to this Agreement.

         "AFSA ACQUISITION" is defined in the preamble to this Agreement.

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

         "AGREEMENT" means this Credit Agreement.


                                       2
<PAGE>

         "APPLICABLE MARGIN" means, as of any date of determination, a
percentage set forth below and determined on the basis of the Borrower's S&P
Rating and Moody's Rating (collectively, the "RATING"); provided, that (i) if
there is a split between the Ratings, then the tier corresponding to the higher
Rating shall be used (unless any Rating is below that which is set forth in Tier
IV, in which case the tier corresponding to the lower Rating shall be used),
(ii) in the event that no Rating is issued by either S&P or Moody's, then the
most recently applicable Tier shall be used and (iii) in the event that only one
Rating is issued, that Rating shall be used:

<Table>
<Caption>
                  Rating                  Applicable Margin for
Tier      S&P Rating/Moody's Rating          LIBOR Borrowings
----      -------------------------       ---------------------
<S>       <C>                             <C>
   I      >BBB+/Baa1                              0.850%
  II      BBB+/Baa1                               1.000%
 III      BBB/Baa2                                1.125%
  IV      BBB-/Baa3                               1.375%
   V      <BBB-/Baa3                              1.875%
</Table>

The Applicable Margin applicable to LIBOR Borrowings and Base-Rate Borrowings
for each tier shall increase by (i) 0.50% on the date that is six months after
the Closing Date and (ii) an additional 0.50% on the date that is nine months
after the Closing Date.

         "ARRANGER" means, collectively, Goldman Sachs Credit Partners L.P., in
its capacity as Co-Lead Arranger, and Wells Fargo Bank Texas, National
Association, in its capacity as Co-Lead Arranger.

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

         "ASSIGNEE" is defined in SECTION 14.10(c).

         "ASSIGNMENT" is defined in SECTION 14.10(c).

         "BASE RATE" means, for any day, the greater of either (a) the annual
interest rate most recently announced by Wells Fargo Bank Texas, 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 Texas, National Association may designate,
automatically fluctuating upward and downward without special notice to the
Borrower or any other Person, or (b) the sum of the Federal-Funds Rate plus
0.5%.

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

         "BORROWER" is defined in the preamble to this Agreement.


                                       3
<PAGE>

         "BORROWING" means any amount of Term Loan disbursed on the Closing
Date.

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

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

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

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

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

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

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

         "COMMITMENT" means, as to any Lender, the obligation of such Lender to
make a Term Loan to the Borrower hereunder in a principal amount not to exceed
the amount set forth under the heading "Commitment" opposite such Lender's name
on SCHEDULE 1. The original aggregate amount of the Commitments is $375,000,000.

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

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

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


                                       4
<PAGE>

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

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

         "CREDIT PARTIES" means the Agents and the Lenders.

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

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

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

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

         "DEFAULT" is defined in SECTION 11.

         "DEFAULT RATE" means, for any day, an annual interest rate equal from
day to day to the lesser of either (a) the rate then applicable to Base-Rate
Borrowings plus 2% or (b) the Maximum Rate.

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

         "DISTRIBUTION" means, with respect to any shares of any Stock issued by
a Person, (a) the retirement, redemption, purchase, or other acquisition for
value of those securities,


                                       5
<PAGE>

(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.

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

         "EBITDA" means, for any period as to any Person, on a consolidated
basis, and without duplication, the sum of (a) the amount of Operating Income
("OPERATING INCOME") of such Person (calculated in the same manner as such line
item in the Borrower's income statement contained in the Borrower's 2001 Annual
Report for the fiscal year ended June 30, 2001) for the period (whether positive
or negative), plus (b) depreciation, amortization, interest and tax expense
(based on the Borrower's income) deducted in calculating the amount of such
Operating Income, plus (c) any extraordinary losses included within Operating
Income, subject to the prior review and approval for such inclusion by the
Administrative Agent, minus (d) any extraordinary gains included within
Operating Income, minus (e) EBITDA (as defined in (a) through (d) above) of
Non-Guaranteeing Subsidiaries which have been the subject of a Permitted IPO.

         "ELIGIBLE ASSIGNEE" means (i) any Lender, any Affiliate of any Lender
and any Related Fund (any two or more Related Funds being treated as a single
Eligible Assignee for all purposes hereof), and (ii) any commercial bank,
insurance company, investment or mutual fund or other entity that is an
"accredited investor" (as defined in Regulation D under the Securities Act) and
which extends credit or buys loans as one of its businesses; provided, that
neither the Borrower nor any Affiliate of the Borrower shall qualify as an
Eligible Assignee.

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

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

         "ENVIRONMENTAL LAW" means any applicable Law that relates to protection
of the environment or to the regulation of any Hazardous Substances, including,
without limitation, CERCLA, the Hazardous Materials Transportation Act (49 U.S.C
Section 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C
Section 6901 et


                                       6
<PAGE>

seq.), the Clean Water Act (33 U.S.C Section 1251 et seq.), the Clean Air Act
(42 U.S.C Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C
Section 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act
(7 U.S.C Section 136 et seq.), the Emergency Planning and Community
Right-to-Know Act (42 U.S.C Section 11001 et seq.), the Safe Drinking Water Act
(42 U.S.C Section 201 and Section 300 et seq.), the Rivers and Harbors Act (33
U.S.C Section 401 et seq.), the Oil Pollution Act (33 U.S.C Section 2701 et
seq.), analogous state and local Laws, and any analogous future enacted or
adopted Law.

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

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

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

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

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

         "EXISTING CREDIT AGREEMENT" means the Credit Agreement entered into as
of May 12, 2000, between the Borrower, the lenders parties thereto, Wells Fargo
Bank Texas, National Association, as administrative agent and co-lead arranging
agent for such lenders, Bank One, N.A., as syndication agent and co-lead
arranging agent for such lenders, Suntrust Bank, as documentation agent for such
lenders, and the Bank of Tokyo Mitsubishi, Ltd., as co-agent for such lenders,
and certain subsidiary guarantors, as such agreement may be amended, restated or
otherwise modified from time to time.

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

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


                                       7
<PAGE>

10:00 a.m. received by the Administrative Agent from three federal-funds brokers
of recognized standing selected by the Administrative Agent in its sole
discretion.

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

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

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

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

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

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

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


                                       8
<PAGE>

         "FUNDING OFFICE" means the office of the Administrative Agent located
at 1445 Ross Avenue, 3rd Floor, Dallas, Texas 75202, Attention of Zach Johnson
(Telecopy No. (214) 969-0370.

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

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

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

         "INTEREST PERIOD" is determined under SECTION 3.9.

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

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

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

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


                                       9
<PAGE>

Business Days before the first day of that Interest Period in an amount
comparable to that LIBOR Borrowing and having a maturity approximately equal to
that Interest Period. In all such cases, LIBOR shall be equal the rate as so
determined divided by one minus the Reserve Requirement (expressed as a
decimal).

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

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

         "LITIGATION" means any action by or before any Tribunal.

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

         "MATERIAL ADVERSE CHANGE" means since June 30, 2001, (A) any change in
the capital stock or long-term Debt of the Borrower and its Subsidiaries taken
as a whole (other than (i) AFSA and its Subsidiary and (ii) as disclosed
pursuant to SEC filings made by the Borrower prior to May 16, 2002) or any
adverse change in or affecting the business, financial condition, or results of
operations of the Borrower and its Subsidiaries taken as a whole (other than
AFSA and its Subsidiary) or (B) any change, effect, event or occurrence
resulting in a material adverse effect on the business, financial condition or
results of operations of AFSA and its Subsidiary, taken as a whole, other than
any change, effect, event or occurrence relating to (y) an announcement of the
transactions contemplated by the AFSA Acquisition or (z) the breach, default
under, acceleration, modification, or amendment or the creation in any Person of
a right to accelerate, modify or amend United States Government Contract No.
PM94017001, as amended, modified, or extended, by and between the United States
Department of Education and ACS Government Services, Inc. (as successor to
Computer Data Systems, Inc.) and any related subcontracts, provided that any
termination of or notice of termination with respect to such contract or related
subcontracts shall constitute a material adverse effect with respect to the AFSA
and its Subsidiary, taken as a whole, which in any such case under clause (A)
the Syndication Agent and the Administrative Agent, in their judgment, deem
material.

         "MATERIAL ADVERSE EVENT" means any circumstance, development or event
that, individually or collectively, is reasonably expected to result (at any
time before the Obligation is fully paid and performed) in any (a) impairment of
(i) the ability of the Obligors, taken as a whole, to perform any of their
payment or other material obligations


                                       10
<PAGE>

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

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

         "MATURITY DATE" means December 10, 2003.

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

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

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

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

         "NET CASH PROCEEDS" (a) in connection with any Asset Sale, the proceeds
thereof in the form of cash and cash equivalents (including any such proceeds
received by way of deferred payment of principal pursuant to a note or
installment receivable or purchase price adjustment receivable or by the
disposition of any non-cash consideration received in connection therewith or
otherwise, but only as and when received) of such Asset Sale, net of attorneys'
fees, accountants' fees, investment banking fees, amounts required to be applied
to the repayment of Debt secured by a Lien expressly permitted hereunder on any
asset that is the subject of such Asset Sale (other than any Lien pursuant to a
Security Document) and other customary fees and expenses actually incurred in
connection therewith and net of taxes paid or reasonably estimated to be payable
as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements) and (b) in connection with any
issuance or sale of Stock (including,


                                       11
<PAGE>

without limitation, pursuant to a Subject Securities Issuance or a Permitted
IPO) or any incurrence of Debt, the cash proceeds received from such issuance or
incurrence, net of attorneys' fees, investment banking fees, accountants' fees,
underwriting discounts and commissions and other customary fees and expenses
actually incurred in connection therewith.

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

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

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

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

         "NON-GUARANTEEING SUBSIDIARIES" means Domestic Subsidiaries which are
not Subsidiary Guarantors, and Foreign Subsidiaries which are not Subsidiary
Guarantors or whose stock or equity interests have not been pledged to the
Existing Administrative Agent.

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

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

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

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

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

         "PARTICIPANT" is defined in SECTION 14.10(b).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "PERMITTED ACQUISITION" means:

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


                                       12
<PAGE>

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

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

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

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

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

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

                           (vii) to the extent required to comply with SECTIONS
         5.1(a), the Administrative Agent shall have received, in form and
         substance satisfactory to the Administrative Agent, such documents and
         instruments as it shall require to evidence the joinder of any
         After-Acquired Subsidiary to the Subsidiary Guaranty promptly after the
         date of such Acquisition; and


                                       13
<PAGE>

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

                  (b) the AFSA Acquisition;

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

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

         "PERMITTED DEBT" means:

                  (a) the Obligation;

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

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

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

                  (e) Capital Leases;

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

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

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

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

                  (j) Debt (other than other Permitted Debt) arising as a result
of a Lien permitted under CLAUSE (l) of the definition of Permitted Liens,
provided that (i)


                                       14
<PAGE>

such Debt (other than other Permitted Debt) shall be repaid within ninety (90)
days of the relevant Permitted Acquisition (unless such Debt is otherwise
permitted under any other clause of this definition) and (ii) the aggregate
amount of such Debt (other than other Permitted Debt) may not exceed the fair
market value of the assets being acquired in the relevant Permitted Acquisition;
and

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

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

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

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

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

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

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

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

         "PERMITTED LIENS" means:

                  (a) Liens that secure Permitted Debt, and cover the assets,
described in ITEM 1 of SCHEDULE 9.1 and CLAUSE (e) in the definition of
Permitted Debt (together with any renewal, extension, amendment, or modification
of any such Lien) so


                                       15
<PAGE>

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

                  (b) Liens granted to the Existing Administrative Agent in
connection with Foreign Subsidiaries whose stock or equity interests have been
pledged to the Existing Administrative Agent;

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

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

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

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

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

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

                  (i) the following, if the validity or amount is being
contested in good faith and by appropriate and lawful proceedings diligently
conducted, reserve or other appropriate provision (if any) required by GAAP has
been made, levy and execution has not issued or continues to be stayed, they do
not individually or


                                       16
<PAGE>

collectively detract materially from the value of the property of the Person in
question or materially impair the use of that property in the operation of its
business: (a) claims and Liens for Taxes; (b) claims and Liens upon, and defects
of title to, real or personal property, including any attachment of personal or
real property or other legal process before adjudication of a dispute on the
merits; (c) claims and Liens of mechanics, materialmen, warehousemen, carriers,
landlords, or other like Liens; (d) Liens incident to construction and
maintenance of real property; and (e) adverse judgments, attachments, or orders
on appeal for the payment of money;

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

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

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

         "PERSON" means any individual, entity, or Tribunal.

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

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

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

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

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

         "RECEIVABLES PROGRAM ASSETS" means (a) all Receivables in which
undivided percentage interests are transferred by any Company pursuant to
Receivables Documents, (b) all Receivables Related Assets with respect to the
Receivables described in CLAUSE


                                       17
<PAGE>

(a) of this definition, and (c) all collections (including recoveries) and other
proceeds of the assets described in the foregoing clauses.

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

         "RELATED FUND" means, with respect to any Lender that is an investment
fund, any other investment fund that invests in commercial loans and that is
managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

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

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

         "REQUIRED LENDERS" means, at any time, Lenders who's Commitment
Percentages aggregate at least 66?%.

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

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

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

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

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

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

         "SEC" means the Securities and Exchange Commission.


                                       18
<PAGE>

         "SELLER" is defined in the preamble to this Agreement.

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

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

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

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

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

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

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

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

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

         "SYNDICATION AGENT" means Goldman Sachs Credit Partners L.P., in its
capacity as syndication agent.


                                       19
<PAGE>

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

         "TERM LOAN" is defined in SECTION 2.1.

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

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

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

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

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

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

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


                                       20
<PAGE>

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

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

         2.1 Term Commitments. Subject to the terms and conditions hereof, each
Lender severally agrees to make a term loan (a "TERM LOAN") to the Borrower on
the Closing Date in an amount not to exceed the amount of the Commitment of such
Lender.

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

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

                  (c) Funding Assumed. Absent contrary written notice from a
Lender, the Administrative Agent may assume that each Lender has made its Pro
Rata Part of the Term Loan available to the Administrative Agent on the Closing
Date, and the


                                       21
<PAGE>

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

SECTION 3: TERMS OF PAYMENT.

         3.1 Notes and Payments.

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

                  (b) Payment. The Borrower must make each payment and
prepayment on the Obligation to the Administrative Agent's Funding Office in
Dallas 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. The Administrative Agent shall promptly
pay to each Lender the part of any payment or prepayment to which that Lender is
entitled under this Agreement.

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

         3.2 Interest and Principal Payments.(a)Interest. Accrued interest on
each LIBOR Borrowing is due and payable on the last day of its respective
Interest Period. If any Interest Period for a LIBOR Borrowing is greater than
three months, then accrued interest is also due and payable on the date three
months after the commencement of the Interest Period. Until converted to a LIBOR
Borrowing under SECTION 3.10(b), accrued interest


                                       22
<PAGE>

on each Base-Rate Borrowing is due and payable on the fifth (5th) day of each
January, April, July, and October, commencing on the first of those dates that
follows the Closing Date, and on the Maturity Date.

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

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

                  (d) Mandatory Prepayments.

                           (i) If any Stock (including Stock issued pursuant to
         a Subject Securities Issuance or a Permitted IPO, but excluding Net
         Cash Proceeds of any issuance of Stock in connection with employee and
         director stock option plans granted in the ordinary course of business
         or pursuant to existing warrants, options or other acquisition rights
         granted in the ordinary course of business) or Debt shall be issued or
         incurred by any Company (other than Permitted Debt (other than Debt
         permitted under CLAUSES (h) and (k) of the definition of Permitted Debt
         except in each case of clauses (h) and (k), Debt incurred in the
         ordinary course of business)), an amount equal to 100% of the Net Cash
         Proceeds thereof shall be applied within the first Business Day
         following receipt of such Net Cash Proceeds toward the prepayment of
         the Term Loans.

                           (ii) If on any date any Company shall receive Net
         Cash Proceeds from any Asset Sale then such Net Cash Proceeds shall be
         applied within the first Business Day following receipt of such Net
         Cash Proceeds toward the prepayment of the Term Loans, provided that
         (A) no such prepayment shall be required until the aggregate Net Cash
         Proceeds of all such Asset Sales subsequent to the Closing Date exceed
         $25,000,000 and then only to the extent such aggregate Net Cash
         Proceeds exceed $25,000,000 and (B) to the extent such Net Cash
         Proceeds are Net Cash Proceeds of a casualty or condemnation event, the
         relevant Company shall be permitted to reinvest such Net Cash Proceeds
         to replace or repair the assets which were the subject of such casualty
         or condemnation event within 270 days after the occurrence thereof
         (such Company shall deliver a notice to the Administrative Agent prior
         to the required prepayment date


                                       23
<PAGE>

         of its intent to so reinvest such Net Cash Proceeds and, to the extent
         not so reinvested during such period, the portion of the Net Cash
         Proceeds which have not been so reinvested shall be applied to prepay
         the Term Loans on the last day of such period).

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

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

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

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

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

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


                                       24
<PAGE>

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

         3.9 Interest Periods. When the Borrower requests any LIBOR Borrowing,
the Borrower may elect the applicable interest period (each an "INTEREST
PERIOD"), which may be, at the Borrower's option, one, two, three, or six months
for LIBOR Borrowings, subject to SECTION 14.1 and the following conditions: (a)
the initial Interest Period for a LIBOR Borrowing commences on a conversion
date, and each subsequent Interest Period applicable to any Borrowing commences
on the day when the next preceding applicable Interest Period expires; (b) if
any Interest Period for a LIBOR Borrowing begins on a day for which no
numerically corresponding Business Day in the calendar month at the end of the
Interest Period exists, then the Interest Period ends on the last Business Day
of that calendar month; (c) if the Borrower is required to pay any portion of a
LIBOR Borrowing before the end of its Interest Period in order to comply with
the payment provisions of the Loan Documents, the 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. So long as no Default or Potential Default exists,
the Borrower may (a) convert a LIBOR Borrowing on the last day of the applicable
Interest Period to a Base-Rate Borrowing, (b) convert a Base-Rate Borrowing at
any time to a LIBOR Borrowing, and (c) elect a new Interest Period for a LIBOR
Borrowing. That election may be made by telephonic request to the Administrative
Agent no later than 12:00 p.m. noon on the third Business Day before the
conversion date or the last day of the Interest Period, as the case may be (for
conversion to a LIBOR Borrowing or election of a new Interest Period), and no
later than 12:00 p.m. noon on the last day of the Interest Period (for
conversion to a Base-Rate Borrowing). The Borrower shall provide a


                                       25
<PAGE>

Conversion Notice to the Administrative Agent no later than two (2) days after
the date of the conversion or election. Absent the Borrower's telephonic request
for conversion or election of a new Interest Period or if a Default or Potential
Default exists, then, a LIBOR Borrowing shall be deemed converted to a Base-Rate
Borrowing effective when the applicable Interest Period expires.

         3.11 Order of Application.

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

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

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

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

         3.13 Offset. If a Default exists, each Lender is entitled to exercise
(for the benefit of all Lenders in accordance with SECTION 3.12) the Rights of
offset and banker's lien against each and every account 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.


                                       26
<PAGE>

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

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

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

                  (a) Reserves. With respect to any LIBOR Borrowing (i) if any
change in any present Law, any change in the interpretation or application of
any present Law, or any future Law imposes, modifies, or deems applicable (or if
compliance by any Lender with any requirement of any Tribunal results in) any
requirement that any reserves (including, without limitation, any marginal,
emergency, supplemental, or special reserves) be maintained (other than any
reserve included in the Reserve Requirement), and if (ii) those reserves reduce
any sums receivable by that Lender under this Agreement or increase the costs
incurred by that Lender in advancing or maintaining any portion of any LIBOR
Borrowing, then (iii) that Lender (through the Administrative Agent) shall
deliver to the Borrower a certificate setting forth in reasonable detail the
calculation of the amount necessary to compensate it for its reduction or
increase (which


                                       27
<PAGE>

certificate is conclusive and binding absent manifest error), and (iv) the
Borrower shall pay that amount to that Lender within five (5) Business Days
after demand. The provisions of and undertakings and indemnification in this
CLAUSE (a) survive the satisfaction and payment of the Obligation and
termination of this Agreement.

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

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


                                       28
<PAGE>

applicable interest rate margin in all contexts shall be increased by 1% as of
the date of such notice.

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

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

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

         3.19 Taxes.

                  (a) Any and all payments by the Borrower to or for the account
of any Credit Party hereunder or under any other Loan Document shall be made
free and


                                       29
<PAGE>

clear of and without deduction for any and all present or future Taxes,
excluding, in the case of each Credit Party, Taxes based on or measured by its
income, and franchise taxes imposed on it, by the jurisdiction under the Laws of
which such Credit Party (or its Applicable Lending Office) is organized or any
political subdivision thereof (such income and franchise Taxes being "EXCLUDED
TAXES").

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

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

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

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


                                       30
<PAGE>

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

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

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

SECTION 4: FEES.

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

         4.2 Agent's Fees. The Borrower shall (i) pay to Administrative Agent,
solely for its own account, the fees described in the letter agreement (as it
may be renewed, extended, or modified) dated as of May 16, 2002, between the
Borrower and the Administrative Agent and (ii) pay to the Agents, solely for
their own account, the fees described in the letter agreement (as it may be
renewed, extended or modified) dated as of May 16, 2002, among the Borrower and
the Agents.

SECTION 5: SECURITY.

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

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

                  (b) [RESERVED].


                                       31
<PAGE>

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

                  (d) The Borrower shall not cause any Subsidiary to guarantee
the Existing Credit Agreement, or create (or cause to be created) any Lien to
secure the Existing Credit Agreement (other than Liens granted in connection
with a pledge of stock or equity interests of a Foreign Subsidiary to the
Existing Administrative Agent), without contemporaneously causing such
Subsidiary to deliver a corresponding Subsidiary Guaranty, or creating (or
causing to be created) a corresponding security interest, in favor of the
Lenders (any such security interest to be shared equally and ratably with the
Existing Lenders).

         5.2 [RESERVED].

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

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

SECTION 6: CONDITIONS PRECEDENT. The agreement of each Lender to make its Term
Loan pursuant to SECTION 2.1 is subject to the satisfaction, prior to or
concurrently with the making of such Term Loan on the Closing Date (but in any
event no later than September 30, 2002) of the following conditions precedent:

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


                                       32
<PAGE>

                  (b) Acquisition, etc.

                           (i) The AFSA Acquisition shall have been consummated
         for an aggregate purchase price not exceeding $410,000,000 (subject to
         adjustment as provided in the Stock Purchase Agreement) pursuant to the
         Stock Purchase Agreement, and no material provision thereof shall have
         been amended, waived or otherwise modified without the prior written
         consent of the Syndication Agent, the Administrative Agent and the
         Required Lenders.

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

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

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

                  (d) Constituent Documents; Incumbency. Administrative Agent
shall have received (i) sufficient copies of each Constituent Document for the
Borrower and each Subsidiary Guarantor, as applicable, certified as true and
correct by a Responsible Officer of such Company, and, with respect to ACS, AFSA
and its Subsidiary, certified as of a recent date by the appropriate
governmental official, each dated the Closing Date or a recent date prior
thereto; (ii) signature and incumbency certificates of the officers of such
Person executing the Loan Documents to which it is a party; (iii) resolutions of
the Board of Directors or similar governing body of the Borrower and each
Subsidiary Guarantor approving and authorizing the execution, delivery and
performance of this Agreement and the other Loan Documents to which it is a
party, certified as of the Closing Date by its secretary or an assistant
secretary as being in full force and effect without modification or amendment;
and (iv) a good standing certificate from the applicable Tribunal of each of
Borrower's and each Subsidiary Guarantor's jurisdiction of incorporation,
organization or formation and in each jurisdiction in which it is qualified as a
foreign corporation or other entity to do business and where it generates
greater than $25,000,000 in revenue, each dated a recent date prior to the
Closing Date.

                  (e) Approvals. All governmental and third party approvals
necessary or, in the reasonable discretion of the Syndication Agent and the
Administrative Agent, advisable in connection with the AFSA Acquisition, the
financing contemplated hereby and the continuing operations of the Companies
shall have been obtained and be in full force and effect, and all applicable
waiting periods shall have


                                       33
<PAGE>

expired without any action being taken or threatened by any competent authority
which would restrain, prevent or otherwise impose adverse conditions on the AFSA
Acquisition or the financing thereof.

                  (f) Financial Statements. Each of the Lenders shall have
received and shall be satisfied with (i) audited consolidated Financials of the
Borrower for the fiscal year ending June 30, 2001, (ii) a copy of the 10-Q
filing for the quarter ending March 30, 2002, (iii) audited Financials for AFSA
and its Subsidiary covering periods within 15 months prior to the Closing Date,
accompanied by an opinion of an independent certified public accountant,
provided, however, that if such opinion is qualified for any reason, this
requirement shall not be satisfied until the Administrative Agent has reviewed
and approved (in its discretion) a written explanation for such qualification
provided by the Borrower and (iv) to the extent that the Closing Date is later
than July 31, 2002, a copy of the unaudited consolidated Financials of the
Borrower for the fourth quarter ending June 30, 2002, which shall be delivered
to the Agents on or about July 31, 2002 or as soon as available.

                  (g) Pro Forma Balance Sheet. Each of the Lenders shall have
received and shall be satisfied with (i) a pro forma consolidated balance sheet
of the Borrower as at the date of the most recent consolidated balance sheet of
the Borrower delivered pursuant to CLAUSE (f) above, adjusted to give effect to
the consummation of the AFSA Acquisition and the financings contemplated hereby
as if such transactions had occurred on such date and (ii) a pro forma
calculation of the EBITDA of AFSA for the twelve-month period ended March 31,
2002, adjusted to give effect to any cost savings associated therewith
calculated in accordance with Regulations S-X under the 1933 Act (such receipt
and satisfaction to be evidenced by such Lender's execution of this Agreement).

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

                  (i) Officer's Certificate. The Arranger shall have received
and be satisfied with a certificate from the chief financial officer of the
Borrower demonstrating that after the incurrence of the Obligation, the Borrower
is in compliance with the "OTHER DEBT BASKET" as such term is defined in the
Existing Credit Agreement.

                  (j) Credit Rating. The Borrower shall have a minimum S&P
Rating of at least "BBB-" and a minimum Moody's Rating of at least "Baa3," in
each case with a stable outlook.

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


                                       34
<PAGE>

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

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

                  (l) Representation and Warranties; No Default. The Arranger
and the Administrative Agent shall receive an officer's certificate stating that
each of the representations and warranties made by any of the Obligors in or
pursuant to the Loan Documents shall be true and correct on and as of such date
as if made on and as of such date and there shall be no Material Adverse Change,
Default or Potential Default in existence at the time of, or immediately after
giving effect to, the making of the Term Loans.

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

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

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

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

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

         7.3 Subsidiaries and Names. SCHEDULE 7.3 describes (a) all of the
Borrower's direct and indirect Subsidiaries, (b) all Companies, (c) every name
or trade name used by each Company during the five-year period before the date
of this Agreement, (d) every change of each Company's name during the four-month
period before the date of this Agreement, (e) the chief executive office, and
location of books and records of each Company, (f) the percentage of shares of
outstanding capital stock (or similar voting interests) of each Subsidiary held
by a Company, and (g) the Company holding such


                                       35
<PAGE>

stock (or similar voting interests). All of the outstanding shares of capital
stock (or similar voting interests) of the Borrower's Subsidiaries are (a) duly
authorized, validly issued, fully paid, and nonassessable, (b) owned of record
and beneficially as described in that schedule or those writings, free and clear
of any Liens, except Permitted Liens, and (c) not subject to any warrants,
options, or other acquisition Rights of any Person that could result in the
holders of such warrants, options, or other acquisition Rights owning, in the
aggregate, a percentage greater than 15% of the outstanding shares of Stock or
(iii) any transfer restriction except restrictions imposed by securities Laws
and general corporate Laws.

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

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

         7.6 Financials and Existing Debt. The Current Financials were prepared
in accordance with GAAP and present fairly, in all material respects, the
Companies' and AFSA's consolidated financial condition, results of operations,
and, where applicable, cash flows as of the dates and for the periods covered
thereby (subject only to normal year-end adjustments for interim statements)
except, with respect to the current Financials of AFSA and its Subsidiary, as
otherwise indicated therein, and except that the March 31, 2002 statements are
not accompanied by notes or other textual disclosure required by GAAP. No
Material Adverse Event has occurred and is continuing.

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

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

         7.9 Taxes. Except as disclosed on SCHEDULE 7.9, and with respect to all
existing Tax liabilities which individually are greater than $1,000,000, (a) all
Tax returns of each Company required to be filed have been filed (or extensions
have been granted)


                                       36
<PAGE>

before delinquency, and (b) all Taxes imposed upon each Company that are due and
payable have been paid before delinquency except as being contested as permitted
by SECTION 8.5.

         7.10 Environmental Matters. Except as disclosed on SCHEDULE 7.10:

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

         7.12 Properties; Liens. Each Company has good and marketable title to
all its property reflected on the Current Financials as being owned by it except
for property that


                                       37
<PAGE>

is obsolete or that has been disposed of in the ordinary course of business
between the date of the Current Financials and the date of this Agreement. No
Lien exists on any property of any Company except Permitted Liens. No Company is
party or subject to any agreement, instrument, or order which in any way
restricts any Company's ability to allow Liens to exist upon any of its assets
except relating to Permitted Liens.

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

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

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

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

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

         7.18 Intellectual Property. Except as disclosed on SCHEDULE 7.18, (a)
each Company owns or has the right to use all material licenses, patents, patent
applications, copyrights, service marks, trademarks, trademark applications and
trade names necessary to continue to conduct its businesses as presently
conducted by it and proposed to be conducted by it immediately after the date of
this Agreement, (b) each Company is conducting its business without infringement
or claim of infringement of any license, patent, copyright, service mark,
trademark, trade name, trade secret or other intellectual


                                       38
<PAGE>

property right of others, except where such Company is actively defending
against such claim of infringement or such claim (if adversely determined) would
not result in a Material Adverse Event, and (c) no infringement or claim of
infringement by others of any material license, patent, copyright, service mark,
trademark, trade name, trade secret or other intellectual property of any
Company exists, except where such Company is actively prosecuting to cease such
infringement and such infringement (if it continued unabated) would not result
in a Material Adverse Event. The Borrower and each Company have an active
program to identify, and protect against infringement or abandonment, their
respective licenses, patents, copyrights, service marks, trademarks, trade
names, trade secrets and other intellectual property.

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

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

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

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


                                       39
<PAGE>

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

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

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

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

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

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


                                       40
<PAGE>

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

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

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

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

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

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

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

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

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

         8.7 Expenses. Promptly after demand accompanied by an invoice
describing the costs, fees, and expenses in reasonable detail, the Borrower
shall pay (a) all costs,


                                       41
<PAGE>

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

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

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

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

         8.11 Indemnification.

                  (a) As used in this section: (i) "Indemnitor" means the
Borrower and (pursuant to the Subsidiary Guaranty) each other Subsidiary
Guarantor; (ii) "Indemnitee" means each Agent, each Lender, each present and
future Affiliate of any


                                       42
<PAGE>

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

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

                  (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
willful misconduct.

                  (e) The provisions of and indemnification and other
undertakings under this section survive the satisfaction of the Obligation and
the termination of the Loan Documents.

         8.12 Chief Executive Office; Material Agreements. The Borrower shall
not relocate its chief executive office (from the location listed in SCHEDULE
7.3) unless prior thereto it gives the Administrative Agent thirty (30) days
written notice of such proposed location. Each Company shall notify the
Administrative Agent of the occurrence of any default under any Material
Agreement. In addition, no Company will amend, modify, surrender, impair,
forfeit, cancel, or terminate, or permit the amendment, modification,


                                       43
<PAGE>

surrender, impairment, forfeiture, cancellation, or termination of, any Material
Agreement (other than amendments or modifications which could not, individually
or collectively, be a Material Adverse Event, and cancellations or terminations
of contracts when the other party thereto has defaulted thereunder).

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

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

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

                  (b) [RESERVED]; and

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

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

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

         9.2 Loans, Advances, Acquisitions and Investments.

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

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


                                       44
<PAGE>

                           (ii) Advances between (x) the Borrower or any
         Subsidiary Guarantor, and (y) any Foreign Subsidiary whose stock or
         equity interests has been pledged to the Existing Administrative Agent;
         provided that the Borrower or any Subsidiary Guarantor may not make an
         Advance to any such Foreign Subsidiary if, at the time of making such
         Advance, the amount of aggregate unpaid Advances by the Borrower or any
         Subsidiary Guarantor, to:

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

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

                           (iii) Advances between (x) the Borrower, any
         Subsidiary Guarantor, or any Foreign Subsidiary whose stock or equity
         interests has been pledged to the Existing Administrative Agent, and
         (y) any other Person, provided that the Borrower, any such Subsidiary
         Guarantor, or any such Foreign Subsidiary may not make an Advance to
         any such other Person if, at the time of making such Advance, the
         amount of aggregate unpaid Advances made by the Borrower, any such
         Subsidiary Guarantor or any such Foreign Subsidiary, to:

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

                                    (B)      all such other Persons exceeds
                                             fifteen percent (15%) of the
                                             Companies' Adjusted EBITDA


                                       45
<PAGE>

                                             (based on the twelve (12) calendar
                                             month period most recently
                                             then-ended (for which financial
                                             statements are available) prior to
                                             the date of determination);

                           (iv) in addition to other Advances permitted under
         this SECTION 9.2, (x) Advances between Non-Guaranteeing Subsidiaries,
         and (y) Advances between Foreign Subsidiaries whose stock or equity
         interests has been pledged to the Existing Administrative Agent;
         provided that, in the case of Advances by any Subsidiary that is not a
         Subsidiary Guarantor to any other Company permitted in this SECTION
         9.2, the repayment Rights of such Subsidiary making such Advance shall
         (at all times) be subject, subordinate and inferior to the Rights of
         the Lenders under the Loan Documents in accordance with a subordination
         agreement in form and substance acceptable to Administrative Agent;

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

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

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

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

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

                  (b) Acquisitions and Investments. No Company may, directly or
indirectly, make any Acquisition, or any Investment (other than Advances which
are permitted by SECTION 9.2(a) above) in any Person, other than: (i) marketable
direct obligations issued or unconditionally guaranteed by the United States
Government or issued by an agency thereof and backed by the full faith and
credit of the United States of America; (ii) marketable direct obligations
issued by any state of the United States of America or any political subdivision
of any such state or any public instrumentality


                                       46
<PAGE>

thereof and, at the time of acquisition, having an investment grade rating
obtainable from either Moody's or S&P, and not listed in "Credit Watch"
published by S&P (iii) commercial paper, other than commercial paper issued by
a Company, maturing no more than ninety (90) days after the date of creation
thereof and, at the time of acquisition, having an investment grade rating from
either S&P or Moody's; (iv) investment grade domestic and eurodollar
certificates of deposit or time deposits or bankers' acceptances maturing within
one year after the date of acquisition thereof issued by any commercial bank
organized under the laws of the United States of America or any state thereof or
the District of Columbia having combined capital and surplus of not less than
$250,000,000; (v) [RESERVED]; (vi) common Stock for which there is a public
market; (vii) variable rate preferred stock, auction market preferred stock,
remarketed preferred stock, and preferred stock funds having an investment grade
rating from either Moody's or S&P (viii) variable rate demand notes or variable
rate demand bonds having an investment grade rating from either Moody's or S&P
(ix) repurchase agreements collateralized with instruments or securities
described in CLAUSES (i) through (VIII) of this SECTION 9.2(b); (x) other
instruments having an investment grade rating from either Moody's or S&P (xi)
money market funds, mutual funds or other funds that invest in instruments or
securities described in CLAUSES (i) through (x) of this SECTION 9.2(b); (xii)
Investments in Subsidiary Guarantors; (xiii) Investments in Non-Guaranteeing
Subsidiaries provided that neither the Borrower nor any Subsidiary Guarantor may
make an Investment in a Non-Guaranteeing Subsidiary if, at the time of making
such Investment, the amount of aggregate Investments made by the Borrower and
the Subsidiary Guarantors in Non-Guaranteeing Subsidiaries exceeds (A) with
respect to any individual Non-Guaranteeing Subsidiary, seven and one-half
percent (7.5%) of the Companies' Adjusted EBITDA, or (B) with respect to the
aggregate of all such Non-Guaranteeing Subsidiaries, fifteen percent (15%) of
the Companies' Adjusted EBITDA, in each period the calculation of the Companies'
Adjusted EBITDA under subparagraphs (A) and (B) immediately preceding to be
based on the twelve (12) calendar months most recently then-ended (for which
financial statements are available) prior to the date of determination; (xiv)
Permitted Acquisitions; (xv) Investments in Subsidiaries formed after the
Closing Date provided that each such Subsidiary complies with SECTION 8.14;
(xvi) (A) in addition to Permitted Acquisitions, Stock acquired by any Company
in any other Person, and/or (B) Investments in any Foreign Subsidiary whose
stock or equity interests has been pledged to the Existing Administrative Agent;
provided that at the time such Stock is acquired, or such Investment is made,
the sum of (W) the aggregate consideration paid (including cash and Stock of a
Company) for such Stock or the aggregate Investment made in such Foreign
Subsidiary, plus (X) the aggregate of such consideration paid for all such Stock
since May 12, 2000, plus (Y) the aggregate of all such Investments (excluding
Investments otherwise permitted in this SECTION 9.2(b)) made in such Foreign
Subsidiaries since May 12, 2000, does not exceed (Z) 20% of Total Net Worth
(calculated on a pro forma basis including such Stock which is the subject of
the acquisition or including such Investments being made in such Foreign
Subsidiaries); (xvii) any Investment made as a result of the receipt of non-cash
consideration from a sale of assets that was made in compliance with this
Agreement; (xviii) Investments in securities of trade creditors, wholesalers,
suppliers, or customers received pursuant to any plan of reorganization or
similar arrangement; and (xix) Investments received in


                                       47
<PAGE>

settlement of trade accounts receivables created in the ordinary course of
business and owing to any Company or in satisfaction of judgments or claims.

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

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

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

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

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

         9.8 Distributions. No Company may declare, make, or pay any
Distribution except (i) that Subsidiaries may declare dividends (subject to
applicable Law) to the


                                       48
<PAGE>

Borrower or another Subsidiary from time to time, or make Advances in compliance
with SECTION 9.2 and (ii) dividends payable in the form of capital stock of the
Borrower.

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

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

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

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

         9.13 New Businesses. No Company may, directly or indirectly, engage in
any business which is substantially different from the businesses in which the
Companies are presently engaged, and the Companies shall continue to conduct the
businesses in which they are presently engaged in substantially the same fashion
(including, without limitation, contracts for compute cycles), other than the
engagement of a Company in a new business (through an Acquisition of an existing
business permitted under the terms of this Agreement or the formation of a de
novo business permitted under the terms of this Agreement) which does not
require: (a) any individual expenditure or investment by the Companies in excess
of an amount equal to 7.5% of the consolidated assets of the


                                       49
<PAGE>

Companies immediately prior thereto and which does not involve a business which
in the immediately preceding twelve (12) calendar months had gross revenues in
excess of an amount equal to 20% of the consolidated gross revenues of the
Companies during such period; or (b) an aggregate expenditure or investment by
the Companies in excess of an amount equal to (i) 10% of the consolidated assets
of the Companies, or (ii) 30% of gross revenues of the Companies based on the
twelve (12) calendar months most recently then-ended; for purposes of this
SECTION 9.13, consolidated assets and gross revenues shall be determined as of
the most recent quarterly Financials delivered under SECTION 8.1 prior to such
expenditure or investment.

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

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

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

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

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

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

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


                                       50
<PAGE>

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

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

         10.1 Net Worth. The Companies' Net Worth, determined as of the last day
of each fiscal quarter of the Borrower, to be less than the sum of (a)
$500,000,000, plus (b) 75% of the Companies' cumulative net income (without
deduction for losses) commencing with the fiscal quarter ending immediately
after May 12, 2000, plus (c) fifty percent (50%) of the gross proceeds of any
Subject Securities Issuance (including changes in Net Worth due to any
conversion of Debt permitted under CLAUSE (h) of the definition of Permitted
Debt to Stock of the Borrower but excluding gross proceeds from the exercise of
Rights under existing employee stock option plans of the Borrower) occurring
following May 12, 2000, plus (d) the net proceeds of any Permitted IPO occurring
after May 12, 2000 and in compliance with SECTION 9.7(b).

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

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

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

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

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

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

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


                                       51
<PAGE>

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

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

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

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

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

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

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


                                       52
<PAGE>

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

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

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

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

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

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

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

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

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


                                       53
<PAGE>

become due before its stated maturity or regularly scheduled payment dates, or
(b) any of that Debt is declared to be due and payable or required to be prepaid
by any Company before its stated maturity (and solely with respect to the Debt
set forth in ITEMS 2 and 4 of SCHEDULE 9.1, such prepayment is not made by the
Borrower within twenty (20) Business Days after such guaranty is called).
Notwithstanding the foregoing sentence, it shall not be a Default if (y) either
(i) the validity or amount of such accelerated Debt is being contested in good
faith by lawful proceedings diligently conducted, or (ii) a nonappealable
judgment has been entered against any Company with respect to such Debt, and
such judgment is satisfied within ninety (90) days after it is entered, and (z)
a reserve or other provision required by GAAP has been made.

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

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

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

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

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


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<PAGE>

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

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

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

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

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

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

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

SECTION 12: RIGHTS AND REMEDIES.

         12.1 Remedies Upon Default.

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


                                       55
<PAGE>

                  (b) Other Defaults. If any Default exists, subject to the
terms of SECTION 13.5(b), the Administrative Agent may (with the consent of, and
must, upon the request of, the Required Lenders), do any one or more of the
following: (i) if the maturity of the Obligation has not already been
accelerated under SECTION 12.1(a), declare the entire unpaid balance of all or
any part of the Obligation immediately due and payable, whereupon it is due and
payable; (ii) terminate the commitments of Lenders to extend credit under this
Agreement; (iii) reduce any claim to judgment; and (iv) exercise any and all
other legal or equitable Rights afforded by the Loan Documents, by applicable
Laws, or in equity.

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

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

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

         12.4 Not in Control. Nothing in any Loan Documents gives or may be
deemed to give to any Credit Party the Right to exercise control over any
Company's Real Property, other assets, affairs, or management or to preclude or
interfere with any Company's compliance with any Law or require any act or
omission by any Company that may be harmful to Persons or property. Any
"Material Adverse Event" or other materiality or substantiality qualifier of any
representation, warranty, covenant, agreement, or other provision of any Loan
Document is included for credit documentation purposes only and does not imply
or be deemed to mean that any Credit Party acquiesces in any non-compliance by
any Company with any Law, document, or otherwise or does not expect the
Companies to promptly, diligently, and continuously carry out all appropriate
removal, remediation, compliance, closure, or other activities required or
appropriate in accordance with all Environmental Laws. The Credit Parties'


                                       56
<PAGE>

powers are limited to the Rights provided in the Loan Documents. All of those
Rights exist solely, and may be exercised in any manner calculated by the
Administrative Agent or the Lenders in their respective good faith business
judgment to assure payment and performance of the Obligation.

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

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

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

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

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

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


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<PAGE>

         12.11 Expenses; Indemnification.

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

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

                  (c) No Credit Party or any Affiliate, officer, director,
employee, attorney, or agent of any Credit Party shall be liable for any error
of judgment or act done in good faith, or be otherwise liable or responsible
under any circumstances whatsoever (INCLUDING SUCH PERSON'S NEGLIGENCE), except
for such Person's gross negligence or willful misconduct. No Credit Party or any
Affiliate, officer, director, employee, attorney, or agent of any Credit Party
shall have any liability with respect to, and each Company hereby waives,
releases, and agrees not to sue any of them upon, any


                                       58
<PAGE>

claim for any special, indirect, incidental, or consequential damage suffered or
incurred by any Company or any of its Affiliates in connection with, arising out
of, or in any way related to this Agreement or any of the other Loan Documents,
or any of the transactions contemplated by this Agreement or any of the other
Loan Documents. Each Company hereby waives, releases, and agrees not to sue any
Credit Party or any Affiliate, officer, director, employee, attorney, or agent
of any Credit Party for exemplary or punitive damages in respect of any claim in
connection with, arising out of, or in any way related to this Agreement or any
of the other Loan Documents, or any of the transactions contemplated by this
Agreement or any of the other Loan Documents.

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

SECTION 13: THE ADMINISTRATIVE AGENT AND LENDERS.

         13.1 Administrative Agent.

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

                  (b) Successor. The Administrative Agent may assign all of its
Rights and obligations as the Administrative Agent under the Loan Documents to
any of its Affiliates, which Affiliate shall then be the successor the
Administrative Agent under the Loan Documents. The Administrative Agent may also
voluntarily resign and shall resign upon the request of Required Lenders for
cause (i.e., the Administrative Agent is continuing to fail to perform its
responsibilities under the Loan Documents). If the initial, or any successor to,
the Administrative Agent ever ceases to be a party to this Agreement or if
either of the initial, or any successor to, the Administrative Agent ever
resigns (whether voluntarily or at the request of the Required Lenders), then
Required Lenders


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<PAGE>

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

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

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


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

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

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

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


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<PAGE>

any of its duties under this Agreement and the other Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. No Agent shall be responsible
for the negligence or misconduct of any agents or attorneys in-fact selected by
it with reasonable care.

         13.5 Limitation of Administrative Agent's Liability.

                  (a) Exculpation. Neither the Administrative Agent nor any of
its respective Affiliates or Representatives will be liable for any action taken
or omitted to be taken by it or them under the Loan Documents in good faith and
believed by them to be within the discretion or power conferred upon them by the
Loan Documents or be responsible for the consequences of any error of judgment
(except for fraud, gross negligence, or willful misconduct), and neither the
Administrative Agent nor any of its Affiliates or Representatives has a
fiduciary relationship with any Lender by virtue of the Loan Documents (but
nothing in this Agreement negates the obligation of the Administrative Agent to
account for funds received by them for the account of any Lender).

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

                  (c) Reliance. The Administrative Agent is not responsible to
any Lender or any Participant for, and each Lender represents and warrants that
it has not relied upon the Administrative Agent in respect of, (i) the
creditworthiness of any Company and the risks involved to that Lender, (ii) the
effectiveness, enforceability, genuineness, validity, or the due execution of
any Loan Document (except by the Administrative Agent), (iii) any
representation, warranty, document, certificate, report, or statement made
therein (except by the Administrative Agent) or furnished thereunder or in
connection therewith, (iv) the adequacy of any collateral now or hereafter
securing the Obligation or the existence, priority, or perfection of any Lien
now or hereafter granted or purported to be granted on the collateral under any
Loan Document, or (v) observation of or compliance with any of the terms,
covenants, or conditions of any Loan Document on the part of any Company. EACH
LENDER AGREES TO INDEMNIFY THE ADMINISTRATIVE AGENT AND ITS REPRESENTATIVES AND
HOLD THEM HARMLESS FROM AND AGAINST (BUT LIMITED TO SUCH LENDER'S PRO RATA PART
OF) ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,


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<PAGE>

ACTIONS, JUDGMENTS, SUITS, COSTS, REASONABLE EXPENSES, AND REASONABLE
DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER THAT MAY BE IMPOSED ON, ASSERTED
AGAINST, OR INCURRED BY THEM IN ANY WAY RELATING TO OR ARISING OUT OF THE LOAN
DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY THEM UNDER THE LOAN DOCUMENTS IF THE
ADMINISTRATIVE AGENT OR ITS REPRESENTATIVES ARE NOT REIMBURSED FOR SUCH AMOUNTS
BY ANY COMPANY. ALTHOUGH THE ADMINISTRATIVE AGENT AND ITS REPRESENTATIVES HAVE
THE RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT FOR THEIR OWN ORDINARY
NEGLIGENCE, NEITHER ADMINISTRATIVE AGENT NOR ITS 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, the Lenders agree to promptly
confer in order that the Required Lenders or the Lenders, as the case may be,
may agree upon a course of action for the enforcement of the Rights of the
Lenders. The Administrative Agent is entitled to act or refrain from taking any
action (without incurring any liability to any Person for so acting or
refraining) unless and until it has received instructions from the requisite
Lenders. In actions with respect to any Company's property, the Administrative
Agent is acting for the ratable benefit of each Lender.

         13.7 [RESERVED].

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

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

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

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

SECTION 14: MISCELLANEOUS.

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


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<PAGE>

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

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

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

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

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

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

         14.8 Amendments, Consents, Conflicts, and Waivers.

                  (a) Required Lenders. Unless otherwise specifically provided
(i) the provisions of this Agreement may be amended, modified, or waived, and a
Subsidiary Guaranty may be amended, or fully or partially released, only by an


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<PAGE>

instrument in writing executed by the Borrower, the Administrative Agent, and
the Required Lenders and supplemented only by documents delivered or to be
delivered in accordance with the express terms of this Agreement, and (ii) the
other Loan Documents may only be the subject of an amendment, modification, or
waiver that has been approved by the Required Lenders and the Borrower.

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

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

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

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

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

         14.10 Parties.

                  (a) Parties Bound. Each Loan Document binds and inures to the
parties to it, any intended beneficiary of it, and each of their respective
successors and


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<PAGE>

permitted assigns. No Company may assign or transfer any Rights or obligations
under any Loan Document without first obtaining all the Lenders' consent, and
any purported assignment or transfer without the Lenders' consent is void. No
Lender may transfer, pledge, assign, sell any participation in, or otherwise
encumber its portion of the Obligation except as permitted by CLAUSES (b) or (c)
below.

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

                  (c) Right to Assign. Each Lender shall have the right at any
time to sell, assign or transfer all or a portion of its Rights and obligations
under the Loan Documents, including, without limitation, all or a portion of
Term Loans owing to it or other Obligations (provided, however, that each such
assignment shall be of a uniform, and not varying, percentage of all Rights and
obligations under and in respect of any Loan):

                  (i) to any Person meeting the criteria of clause (i) of the
         definition of the term of "Eligible Assignee" upon the giving of notice
         to the Borrower and Administrative Agent; and

                  (ii) to any Person meeting the criteria of clause (ii) of the
         definition of the term of "Eligible Assignee" and, to any such Person
         (except in the case of assignments made by or to the Syndication
         Agent), consented to by each of the Borrower and Administrative Agent
         (such consent not to be (x) unreasonably withheld or delayed or, (y) in
         the case of the Borrower, required at any time a Default or Potential
         Default shall have occurred and then be continuing); provided, further
         each such assignment pursuant to this Section 14.10(c)(ii) shall be in
         an aggregate


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<PAGE>

         amount of not less than $5,000,000 (or such lesser amount as may be
         agreed to by the Borrower and Administrative Agent or as shall
         constitute the aggregate amount of the Term Loans of the assigning
         Lender).

                  (d) Mechanics. The assigning Lender and the assignee thereof
shall execute and deliver to Administrative Agent and the Borrower an assignment
and assumption agreement in substantially the form of EXHIBIT F (an
"ASSIGNMENT"), together with (i) a processing and recordation fee of $500 in the
case of assignments pursuant to Section 14.10(c)(i) or made by or to the
Syndication Agent, and $2,000 in the case of all other assignments (except that
only one fee shall be payable in the case of contemporaneous assignments to
Related Funds), and (ii) such forms, certificates or other evidence, if any,
with respect to United States federal income tax withholding matters as the
assignee under such Assignment may be required to deliver to Administrative
Agent pursuant to Section 3.19(d). The Effective Date in each Assignment must
(unless a shorter period is agreeable to the Borrower and the Administrative
Agent) be at least five (5) Business Days after it is executed and delivered by
the assignor Lender and the Assignee to the Administrative Agent and the
Borrower for acceptance. Once that Assignment is accepted by the Administrative
Agent and the Borrower, and subject to all of the following occurring, then, on
and after the Effective Date stated in it, (i) the Assignee automatically
becomes a party to this Agreement and, to the extent provided in that
Assignment, has the Rights and obligations of a Lender under the Loan Documents,
(ii) the assignor Lender, to the extent provided in that Assignment, is released
from its obligations under this Agreement and its reimbursement obligations
under this Agreement and, in the case of an Assignment covering all of the
remaining portion of the assignor Lender's Rights and obligations under the Loan
Documents, that Lender ceases to be a party to the Loan Documents, (iii) the
Borrower shall execute and deliver to the assignor Lender and the Assignee the
appropriate Notes, if requested, in accordance with this Agreement following the
transfer, and (iv) upon delivery of the Notes, if any, under CLAUSE (III)
preceding, the assignor Lender shall return to the Borrower all Notes, if any,
previously delivered to that Lender under this Agreement. Notwithstanding the
foregoing, no Assignee may be recognized as a party to the Loan Documents (and
the assigning Lender shall continue to be treated for all purposes as the party
to the Loan Documents) with respect to the Rights and obligations assigned to
that Assignee until the actions described in CLAUSES (III) and (IV) have
occurred and until the Assignment to such Assignee is registered on the books of
the Borrower as to both principal and any stated interest. The Obligation is
registered on the books of the Borrower as to both principal and any stated
interest, and transfers of (as opposed to participations in) principal and
interest of the Obligation may only be made in accordance with this SECTION
14.10.

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

                  (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the


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<PAGE>

non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States for the Southern District of New York, and appellate
courts from any thereof;

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

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

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

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

         14.12 Confidentiality Obligations. All nonpublic information furnished
by any Company to the Administrative Agent or the Lenders pursuant to this
Agreement (that is designated by such Company to the Administrative Agent and
the Lenders as nonpublic information) will be treated as confidential, but
nothing herein contained shall limit or impair the Administrative Agent's or any
Lender's Rights (and the Administrative Agent or such Lender shall be entitled)
(a) to disclose the same to any Tribunal, if required to do so, or to any
prospective or actual Assignee or Participant (provided that such prospective


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<PAGE>

or actual Assignee or Participant agrees to comply with this SECTION 14.12), or
to the respective affiliates, directors, officers, employees, attorneys, and
agents of the Administrative Agent or such Lender or any prospective or actual
Assignee or Participant, (b) to use such information to the extent pertinent to
an evaluation of the Obligation, (c) to enforce compliance for the terms and
conditions of the Loan Documents, or (d) to take any action which the
Administrative Agent or such Lender deems necessary to protect its interests if
a Default has occurred and is continuing.

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

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

SECTION 15: SUBSIDIARY GUARANTY.

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


                                       69
<PAGE>

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

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

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


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<PAGE>


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

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

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

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

         15.8 Waivers; Consents.

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


                                       71
<PAGE>

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

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

                  (c) Any Credit Party may at any time and from time to time
without the consent of, or notice to, any Subsidiary Guarantor, without
incurring responsibility to such Subsidiary Guarantor, without impairing or
releasing the obligations of such Subsidiary Guarantor hereunder, upon or
without any terms or conditions and in whole or in part: (i) change the manner,
place, or terms of payment of, and/or change or extend the time of payment of,
renew, or alter, any of the Obligation, any security therefor, or any liability
incurred directly or indirectly in respect thereof, and the guaranty herein made
shall apply to the Obligation as so changed, extended, renewed, or altered; (ii)
sell, exchange, release, surrender, realize upon, or otherwise deal with in any
manner and in any order any property by whomsoever at any time pledged or
mortgaged to secure, or howsoever securing, the Obligation or any liabilities
(including any of those hereunder) incurred directly or indirectly in respect
thereof or hereof, and/or any offset there against; (iii) exercise or refrain
from exercising any rights against the Borrower, any other guarantor, or others
or otherwise act or refrain from acting; (iv) settle or compromise any of the
Obligation, any security therefor, or any liability (including any of those
hereunder) incurred directly or indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of the Borrower to creditors of the Borrower
(other than the


                                       72
<PAGE>

Credit Parties); (v) apply any sums by whomsoever paid or howsoever realized to
any liability or liabilities of the Borrower to the Credit Parties regardless of
what liabilities of such Borrower remain unpaid; (vi) consent to or waive any
breach of, or any act, omission or default under, any of the Loan Documents, or
any of the instruments or agreements referred to therein, or otherwise amend,
modify, or supplement any of the Loan Documents or any of such other instruments
or agreements; and/or (vii) act or fail to act in any manner referred to in this
Subsidiary Guaranty which may deprive such Subsidiary Guarantor of its right to
subrogation against the Borrower to recover full indemnity for any payments made
pursuant to this Subsidiary Guaranty.

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

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

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
                             SIGNATURE PAGES FOLLOW.


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<PAGE>

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

                                  AFFILIATED COMPUTER SERVICES, INC.,
                                  as the Borrower


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



                                  GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                  as Co-Lead Arranger, Sole Bookrunner, Sole
                                  Syndication Agent and a Lender


                                  By: /s/ Stephen King
                                      ------------------------------------------
                                      Authorized Signatory



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


                                  By: /s/ Zach Johnson
                                      ------------------------------------------
                                      Name: Zach Johnson
                                      Title:  Vice President


                                      S-1
<PAGE>


Signature Page to
ACS Credit Agreement

ACS BRC HOLDINGS, INC.
ACS BUSINESS PROCESS SOLUTIONS, INC.
ACS BUSINESS RESOURCES CORPORATION
ACS COMMUNICATIONS INDUSTRY SERVICES, INC.
ACS DATA ENTRY, INC.
ACS DEFENSE, INC.
ACS DESKTOP SOLUTIONS, INC.
ACS ENTERPRISE SOLUTIONS, INC.
ACS FEDERAL HEALTHCARE, INC.
ACS GOVERNMENT SERVICES, INC. (a MARYLAND CORPORATION)
ACS GOVERNMENT SERVICES, INC. (a TEXAS CORPORATION)
ACS GOVERNMENT SYSTEMS, INC.
ACS HEALTH CARE, INC.
ACS HEALTHCARE SOLUTIONS, INC.
ACS IMAGE SOLUTIONS, INC.
ACS LEGAL SOLUTIONS, INC.
ACS LENDER SERVICES, INC.
ACS LENDING, INC.
ACS OUTSOURCING SOLUTIONS, INC.
ACS PACE GROUP, INC.
ACS RTS HOLDINGS, INC.
ACS SECURITIES SERVICES, INC.
ACS SHARED SERVICES, INC.
ACS STATE & LOCAL SOLUTIONS, INC.
ACS STATE HEALTHCARE, LLC
ACS STATE HEALTH SERVICES, INC.
ACS TRADEONE MARKETING, INC.
ACS TRANSFIRST, INC.
ACS/ECG HOLDINGS, LLC
ASEC INTERNATIONAL, INCORPORATED
BETAC CORPORATION
BETAC INTERNATIONAL CORPORATION
BIRCH & DAVIS HOLDINGS, INC.
CDSI INTERNATIONAL, INC.
CODERITE, INC.
COMPUTER DATA SYSTEMS SALES, INC.
COMPUTER SYSTEMS DEVELOPMENT, INC.
DATACOM MUNICIPAL SYSTEMS OF PENNSYLVANIA, INC.
DIGITAL INFORMATION SYSTEMS COMPANY, LLC.
DMV ON-LINE ACCESS, INC.
GENIX CSI, INC.
GOVERNMENT RECORDS SERVICES, INC.
HEALTH TECHNOLOGY ACQUISITION COMPANY


                                      S-2
<PAGE>

LATRON COMPUTER SYSTEMS, INC.
LATRON HOLDINGS, INC.
LOCKHEED MARTIN INTEGRATED SOLUTIONS COMPANY
LOGAN SERVICES, INC.
MIDASPLUS, INC.
OUTSOURCED ADMINISTRATIVE SYSTEMS, INC.
PRETS HOLDINGS, INC.
SYNETICS INCORPORATED
TENACITY MANUFACTURING COMPANY, INC.
TITLE RECORDS CORPORATION
TRANSACTION PROCESSING SPECIALISTS, INC.


                                      S-3
<PAGE>

Signature Page to
                            ACS Credit Agreement
                            as Subsidiary Guarantors


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



                                      S-4
<PAGE>

                                MG/A FIELDS ROAD LIMITED PARTNERSHIP,
                                as a Subsidiary Guarantor


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


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


                                      S-5
<PAGE>

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


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



                                      S-6
<PAGE>

                                            ACS PROPERTIES, INC.,
                                            as a Subsidiary Guarantor


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


                                      S-7
<PAGE>

                                      ACS MARKETING, LP,
                                         as a Subsidiary Guarantor


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


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



                                      S-8