<PAGE>   1
                                                                 EXHIBIT 10.1

                               SECOND AMENDMENT


         SECOND AMENDMENT, dated as of February 12, 1999 (this "Amendment"), to
the Credit Agreement, dated as of February 27, 1997, as amended and restated as
of February 10, 1998 and as further amended by the First Amendment, dated as of
June 30, 1998 (the "Credit Agreement"), among Cooperative Computing, Inc., a
Delaware corporation (the "Borrower"), Cooperative Computing Holding Company,
Inc., a Texas corporation, as guarantor ("CCI"), the several banks and other
financial institutions parties thereto (the "Lenders") and The Chase Manhattan
Bank, as the administrative agent for the Lenders (in such capacity, the
"Administrative Agent").


                               W I T N E S E T H:


         WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and

         WHEREAS, the Borrower has requested that the Credit Agreement be
amended to add a $30,000,000 senior secured term loan facility (the "Tranche B
Term Loan Facility") and to effect certain other amendments to the Credit
Agreement as provided for in this Amendment;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

I.  Defined Terms. Terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement, as amended hereby.

II. Amendments to Credit Agreement.

     1.  Amendments to Section 1. Section 1.1 of the Credit Agreement is hereby
amended as follows:

          (a) by deleting therefrom the definitions of the following defined
terms in their respective entireties: (i) Term Loan Facility, (ii) Term Loan,
(iii) Term Loan Commitment, (iv) Term Loan Commitment Percentage, (v) Term Loan
Lender and (vi) Term Note.

          (b) by deleting therefrom the definition of "Applicable Margin" in its
entirety and substituting in lieu thereof the following:

          "Applicable Margin": with respect to any Alternate Base Rate Loan
     which is a Revolving Credit Loan or a Tranche A Term Loan, 2.00%, and which
     is a Tranche B Term Loan, 2.50%; with respect to any Eurodollar Loan which
     is a Revolving Credit Loan or a Tranche A Term Loan, 3.00% and which is a
     Tranche B Term Loan, 3.50%; and with respect to any commitment fee, as
     provided in Section 2.4; provided that in the event that the ratio of
     Consolidated Total Debt of the Borrower and its Subsidiaries to
<PAGE>   2
                                                                               2

     Consolidated EBITDA of the Borrower and its Subsidiaries, as most recently
     determined in accordance with Section 8.1(d), is as set forth in the
     relevant column heading below for any quarterly period, any such Applicable
     Margin (including in the case of Alternate Base Rate Loans, Swing Line
     Loans) for Revolving Credit Loans and Tranche A Term Loans shall be as
     provided in the relevant column heading below, but in no event shall any
     such reductions be effective prior to February 10, 1999:


<TABLE>
<CAPTION>
                                                      Revolving Credit Loans
                                                     and Tranche A Term Loans
                                          -------------------------------------------   
Relevant Ratio                            Applicable Margin     Applicable Margin for
of Consolidated Total Debt to             For Eurodollar        Alternate Base Rate
Consolidated EBITDA                       Loans                 Loans                    Commitment Fee
-----------------------------             -----------------     ---------------------    -------------- 
<S>                                       <C>                   <C>                      <C>   
4.75x and above                                    3.00%                 2.00%                0.500%
3.75x to but excluding 4.75x                       2.75                  1.75                 0.500
3.25x to but excluding 3.75x                       2.50                  1.50                 0.500
2.75x to but excluding 3.25x                       2.25                  1.25                 0.375
Below 2.75x                                        2.00                  1.00                 0.375
</TABLE>

                  (a) if the financial statements required to be delivered
         pursuant to Section 7.1(a) or 7.1(b), as applicable, and the related
         compliance certificate required to be delivered pursuant to Section
         7.2(b), are delivered on or prior to the date when due (or, in the case
         of the fourth quarterly period of each fiscal year of the Borrower, if
         financial statements which satisfy the requirements of, and are
         delivered within the time period specified in, Section 7.l(b) and a
         related compliance certificate which satisfies the requirements of, and
         is delivered within the time period specified in, Section 7.2(b), with
         respect to any such quarterly period are so delivered within such time
         periods), then the Applicable Margin for Revolving Credit Loans and
         Tranche A Term Loans during the period from the date upon which such
         financial statements were delivered shall be the Applicable Margin as
         set forth in the relevant column heading above; provided, however, that
         in the event that the financial statements delivered pursuant to
         Section 7.1(a) or 7.1(b), as applicable, and the related compliance
         certificate required to be delivered pursuant to Section 7.2(b), are
         not delivered when due, then:

                        (i) if such financial statements and certificate are
                   delivered after the date such financial statements and
                   certificate were required to be delivered (without giving
                   effect to any applicable cure period) and the Applicable
                   Margin increases from that previously in effect as a result
                   of the delivery of such financial statements and certificate,
                   then the Applicable Margin (including in the case of
                   Alternate Base Rate Loans, Swing Line Loans) for Revolving
                   Credit Loans and Tranche A Term Loans during the period from
                   the date upon which such financial 


<PAGE>   3
                                                                               3

                   statements and certificate were required to be delivered
                   (without giving effect to any applicable cure period) until
                   the date upon which they actually are delivered shall, except
                   as otherwise provided in clause (iii) below, be the
                   Applicable Margin as so increased;

                        (ii) if such financial statements and certificate are
                   delivered after the date such financial statements and
                   certificate were required to be delivered (without giving
                   effect to any applicable cure period) and the Applicable
                   Margin for Revolving Credit Loans and Tranche A Term Loans
                   decreases from that previously in effect as a result of the
                   delivery of such financial statements and certificate, then
                   such decrease in the Applicable Margin shall not become
                   applicable until the date upon which such financial
                   statements and certificate actually are delivered;

                        (iii) if such financial statements and certificate are
                   not delivered prior to the expiration of the applicable cure
                   period, then, effective upon such expiration, for the period
                   from the date upon which such financial statements and
                   certificate were required to be delivered (after the
                   expiration of the applicable cure period) until two Business
                   Days following the date upon which they actually are
                   delivered, the Applicable Margin (including in the case of
                   Alternate Base Rate Loans, Swing Line Loans) shall be
                   determined as if the relevant ratio of Consolidated Total
                   Debt to Consolidated EBITDA was 4.75x (it being understood
                   that the foregoing shall not limit the rights of the
                   Administrative Agent and the Lenders set forth in Section 9);
                   and

                  (b) the Applicable Margin for Tranche B Term Loans shall not
         be subject to adjustment based on the ratio of Consolidated Total Debt
         to Consolidated EBITDA.

         (c) by deleting therefrom the definition of "Commitment Letter" in its
entirety and substituting in lieu thereof the following definition:

                        "Commitment Letter": each of the commitment letters,
                   dated January 9, 1998 and January 20, 1999, respectively,
                   relating, among other things, to the Loans made hereunder,
                   addressed to the Borrower from Chase and CSI and all exhibits
                   thereto, as each of the same may be amended, supplemented or
                   otherwise modified from time to time.

         (d) by deleting paragraph (3) of the definition of "Interest Period" 
and replacing it with the following:

                        (3) no Interest Period with respect to the Tranche A
                   Term Loans or Tranche B Term Loans shall extend beyond any
                   date which repayment of principal thereof is required to be
                   made pursuant to Section 2.7 or Section 2.7A, as applicable,
                   if, after giving effect to the selection of such Interest
                   Period, the aggregate principal amount of Tranche A Term
                   Loans or Tranche B Term Loans,



<PAGE>   4
                                                                               4


                   as the case may be, with Interest Periods ending after such
                   date would exceed the aggregate principal amount of such Term
                   Loans permitted to be outstanding after such scheduled
                   repayment; and

         (e) by deleting therefrom the definition of "Commitment Percentage" in
its entirety and substituting in lieu thereof the following definition:

                        "Commitment Percentage": as to any Lender, at any time,
                   the percentage of the aggregate Revolving Credit Commitments,
                   Tranche A Term Loan Commitments and Tranche B Term Loan
                   Commitments constituted by such Lender's Revolving Credit
                   Commitment, Tranche A Term Loan Commitment and Tranche B Term
                   Loan Commitment.

         (f) by adding thereto the following definitions in their appropriate
alphabetical order:

                   "Amendment Effective Date": as defined in the Second
         Amendment to this Agreement, dated as of February 12, 1999.

                   "Term Loan Commitments": the Tranche A Term Loan Commitments
         and the Tranche B Term Loan Commitments.

                   "Term Loan Lenders": the Tranche A Term Loan Lenders and the
         Tranche B Term Loan Lenders.

                   "Term Loans": the Tranche A Term Loans and the Tranche B Term
         Loans.

                   "Term Notes": the Tranche A Term Notes and the Tranche B Term
         Notes.

                   "Tranche A Term Loan Facility": the term loan facility made
         available to the Borrower pursuant to Section 2.6 of this Agreement.

                   "Tranche A Term Loan" and "Tranche A Term Loans": as defined
         in Section 2.6.

                   "Tranche A Term Loan Commitment": as to any Tranche A Term
         Loan Lender, its obligation to make a Tranche A Term Loan to the
         Borrower pursuant to Section 2.6 of this Agreement in an aggregate
         amount not to exceed the amount set forth opposite such Tranche A Term
         Loan Lender's name in Schedule 1.1 under the heading "Term Loan
         Commitment."

                   "Tranche A Term Loan Commitment Percentage": as to any
         Tranche A Term Loan Lender, the percentage of the aggregate Tranche A
         Term Loan Commitments constituted by its Tranche A Term Loan Commitment
         or, following the Closing Date, the percentage of the aggregate
         outstanding Tranche A Term Loans constituted by its Tranche A Term
         Loan.
<PAGE>   5
                                                                               5


                   "Tranche A Term Loan Lender": any Lender having a Tranche A
         Term Loan Commitment hereunder or that holds outstanding Tranche A Term
         Loans.

                   "Tranche A Term Note": as defined in Section 2.7(a).

                   "Tranche B Term Loan Facility": the term loan facility made
         available to the Borrower pursuant to Section 2.6A of this Agreement.

                   "Tranche B Term Loan" and "Tranche B Term Loans": as defined
         in Section 2.6A.

                   "Tranche B Term Loan Commitment": as to any Tranche B Term
         Loan Lender, its obligation to make a Tranche B Term Loan to the
         Borrower pursuant to Section 2.6A of this Agreement in an aggregate
         amount not to exceed the amount set forth opposite such Tranche B Term
         Loan Lender's name in Schedule 1.1 attached hereto under the heading
         "Tranche B Term Loan Commitment".

                   "Tranche B Term Loan Commitment Percentage": as to any
         Tranche B Term Loan Lender, the percentage of the aggregate Tranche B
         Term Loan Commitments constituted by its Tranche B Term Loan Commitment
         or, following the Amendment Effective Date, the percentage of the
         aggregate outstanding Tranche B Term Loans constituted by its Tranche B
         Term Loan.

                   "Tranche B Term Loan Lender": any Lender having a Tranche B
         Term Loan Commitment hereunder or that holds outstanding Tranche B Term
         Loans.

                   "Tranche B Term Note": as defined in Section 2.7A(a).

     2. Amendments to Section 2. Section 2 of the Credit Agreement is hereby
amended as follows:

     (a) by deleting therefrom each reference to "Term Loan", "Term Loans" and
"Term Loan Lenders" in Sections 2.6, 2.7 and 2.8(a) and substituting in lieu
thereof the phrase "Tranche A Term Loan", "Tranche A Term Loans" and "Tranche A
Term Loan Lenders", respectively, except that the reference to "Term Loan
Commitment" in Sections 2.6(a) and 2.7(a) shall remain unchanged.

     (b) by deleting therefrom each reference to "Term Note" in Section 2.7 and
substituting in lieu thereof the phrase "Tranche A Term Note".

     (c) by adding thereto the following:

                  2.6A Tranche B Term Loans. Subject to the terms and conditions
         hereof, each Tranche B Term Loan Lender severally agrees to make a term
         loan (a "Tranche B Term Loan", together the "Tranche B Term Loans"), on
         the Amendment Effective Date in an 
<PAGE>   6
                                                                               6

         aggregate principal amount set forth opposite such Lender's name in
         Schedule 1.1 under the heading "Tranche B Term Loan Commitment". The
         Tranche B Term Loans may from time to time be (i) Eurodollar Loans,
         (ii) Alternate Base Rate Loans or (iii) a combination thereof, as
         determined by the Borrower and notified to the Administrative Agent in
         accordance with Section 2.8A.

                  2.7A Tranche B Term Notes. (a) The Borrower agrees that, upon
         the request to the Administrative Agent by any Tranche B Term Loan
         Lender, in order to evidence such Lender's Tranche B Term Loan the
         Borrower will execute and deliver to such Lender a promissory note
         substantially in the form of Exhibit A-4 (each, as amended,
         supplemented, replaced or otherwise modified from time to time, a
         "Tranche B Term Note"), with appropriate insertions therein as to
         payee, date and principal amount, payable to the order of such Tranche
         B Term Loan Lender and in a principal amount equal to the amount set
         forth opposite such Tranche B Term Loan Lender's name on Schedule 1.1
         under the heading "Tranche B Term Loan Commitments." Each Tranche B
         Term Loan Lender is hereby authorized to record the date, Type and
         amount of its Tranche B Term Loan, each continuation thereof, each
         conversion of all or a portion thereof to another Type, the date and
         amount of each payment or prepayment of principal of its Tranche B Term
         Loan and, in the case of Eurodollar Loans, the length of each Interest
         Period with respect thereto, on the schedules annexed to and
         constituting a part of its Tranche B Term Note, and any such
         recordation shall, in the absence of manifest error and to the extent
         permitted by applicable law, constitute prima facie evidence of the
         accuracy of the information so recorded, provided that the failure by
         any Tranche B Term Loan Lender to make any such recordation, or any
         error therein, shall not affect any of the obligations of the Borrower
         under such Tranche B Term Note or this Agreement. Any Tranche B Term
         Note shall (i) be dated the Amendment Effective Date, (ii) be payable
         as provided in Section 2.7A(b) and (iii) provide for the payment of
         interest in accordance with Section 4.1.

                  (b) The aggregate Tranche B Term Loans of all the Tranche B
         Term Loan Lenders shall be payable in 18 consecutive quarterly
         installments on the dates and in a principal amount equal to the amount
         set forth below (together with all accrued interest thereon) opposite
         the applicable installment date (or, if less, the aggregate amount of
         the Tranche B Term Loan then outstanding):

   Installment                       Amount
-------------------                 --------
December 31, 1999                   $100,000

March 31, 2000                      $100,000
June 30, 2000                       $100,000
September 30, 2000                  $100,000
December 31, 2000                   $100,000
<PAGE>   7
                                                                               7


   Installment                       Amount
-------------------                 --------
March 31, 2001                      $100,000
June 30, 2001                       $100,000
September 30, 2001                  $100,000
December 31, 2001                   $100,000

March 31, 2002                      $100,000
June 30, 2002                       $100,000
September 30, 2002                  $100,000
December 31, 2002                   $100,000

March 31, 2003                      $100,000
June 30, 2003                       $100,000
September 30, 2003                  $100,000
December 31, 2003                   $100,000

March 31, 2004                      $28,300,000

                  2.8A Procedure for Tranche B Term Loan Borrowing. The Borrower
         shall give the Administrative Agent irrevocable notice (which notice
         must be received by the Administrative Agent prior to 12:00 Noon, New
         York City time, one Business Day prior to the Amendment Effective Date)
         requesting that the Tranche B Term Loan Lenders make the Tranche B Term
         Loans on the Amendment Effective Date and specifying the amount to be
         borrowed. Upon receipt of such notice the Administrative Agent shall
         promptly notify each Tranche B Term Lender thereof. On the Amendment
         Effective Date each Tranche B Term Loan Lender shall make available to
         the Administrative Agent at its office specified in Section 12.2 an
         amount in immediately available funds equal to the Tranche B Term Loan
         to be made by such Tranche B Term Loan Lender. The Administrative Agent
         shall on such date credit the account of the Borrower on the books of
         such office of the Administrative Agent with the aggregate of the
         amounts made available to the Administrative Agent by the Tranche B
         Term Loan Lenders.

     (d) by deleting clause (iii) of Section 2.8(b) and the word "and" preceding
such clause and substituting in lieu thereof the following:

         (iii) each Tranche A Term Loan Lender, such Tranche A Term Loan
         Lender's Tranche A Term Loan Commitment Percentage of the amounts
         specified in Section 2.7(b) (or, if less, the aggregate amount of the
         Tranche A Term Loans of such Tranche A Term Loan Lender then
         outstanding), on the dates specified in Section 2.7(b) (or such earlier
         date on which the Tranche A Term Loans become due and payable pursuant
         to Article 9); and (iv) each Tranche B Term Loan Lender, such Tranche B
         Term Loan Lender's Tranche B Term Loan Commitment Percentage of the
         amount specified in Section 2.7A(b) (or, if less, the aggregate amount
         of the Tranche B Term Loans of such Tranche B Term Loan 
<PAGE>   8
                                                                               8


         Lender than outstanding), on the date specified in Section 2.7A(b) (or
         such earlier date on which the Tranche B Term Loans become due and
         payable pursuant to Article 9).

         (e) by adding at the end of Section 2.9(a) the following:

         All prepayments of the Term Loans pursuant to this paragraph (a) shall
         be applied to the Tranche A Term Loans, on the one hand, and the
         Tranche B Term Loans, on the other, ratably based on the outstanding
         principal amounts thereof.

         (f) by deleting that portion of paragraph (b) of Section 2.9 which
appears before the proviso clause and substituting therefor the following:

                  (b) With respect to optional prepayments of the Term Loans,
         the first $10,000,000 of such optional prepayments of the Term Loans
         paid after the Amendment Effective Date shall be applied in such order
         as the Borrower may elect and, with respect to optional prepayments in
         excess of such $10,000,000, shall be applied to reduce the then
         remaining installments of the Tranche A Term Loans or Tranche B Term
         Loans, as the case may be, pro rata based upon the then remaining
         number of installments of such Term Loans, after giving effect to all
         prior reductions thereto (i.e., each then remaining installment of such
         Term Loans shall be reduced by an amount equal to the aggregate amount
         to be applied to such Term Loans divided by the number of the then
         remaining installments for such Term Loans); provided, however, that
         any prepayment of the Tranche A Term Loans with the proceeds of the
         Tranche B Term Loans shall not be deemed a prepayment solely for
         purposes of the first sentence of this Section 2.9(b);

         (g) by deleting therefrom Section 2.10(d) in its entirety and
substituting in lieu thereof the following:

                  (d) (i) All mandatory prepayments shall be applied first to
         the Tranche A Term Loans and the Tranche B Term Loans, pro rata based
         on the respective outstanding principal amounts thereof, and second to
         the permanent reduction of the Revolving Credit Commitments. The
         application of prepayments referred to in the preceding sentence shall
         be made first to Alternate Base Rate Loans and second to Eurodollar
         Loans. The amount of each principal prepayment of Term Loans shall be
         applied to reduce the then remaining installments of the Tranche A Term
         Loans and the Tranche B Term Loans, as the case may be, pro rata based
         upon the then remaining number of installments of Tranche A Term Loans
         and Tranche B Term Loans, respectively, after giving effect to all
         prior reductions thereto (i.e., each then remaining installment of such
         Term Loans shall be reduced by an amount equal to the aggregate amount
         to be applied to such Term Loans divided by the number of the then
         remaining installments for such Term Loans); provided, that if the
         amount to be applied to any installment as required by this Agreement
         would exceed the then remaining amount of such installment, then an
         amount equal to such excess shall be applied to the next succeeding
         installment after giving effect to all prior reductions thereof
         (including the amount of prepayments theretofore allocated pursuant to
         the preceding portion of this sentence). Amounts prepaid on account of
         the Term Loans may not be reborrowed.
<PAGE>   9
                                                                               9


                  (ii) Any Lender holding Tranche B Term Loans may, to the
         extent Tranche A Term Loans are outstanding, elect on not less than one
         Business Day's prior written notice to the Administrative Agent with
         respect to any mandatory prepayment made pursuant to this Section 2.10,
         not to have such prepayment applied to such Lender's Tranche B Term
         Loans until all Tranche A Term Loans shall have been paid in full, in
         which case the amount not so applied shall be applied to prepay Tranche
         A Term Loans and shall reduce the then remaining installments of the
         Tranche A Term Loans ratably based on the number of such installments.

         (h) by adding immediately before the phrase "Term Loan Lender" in
Section 2.11(a) the word "applicable".

         3. Amendment to Section 4. Section 4.2(a) shall be amended by inserting
immediately before each occurrence of the phrase "Term Loan Lenders" the word
"applicable".

         4. Amendment to Section 5. Section 5 shall be amended as follows:

                  (a) Section 5.15 shall be amended by (a) adding the phrase
         "Tranche A" immediately before the phrase "Term Loans" and (b) adding
         the following sentence at the end thereof:

                           The proceeds of the Tranche B Term Loans shall be
                           used by the Borrower to make (i) an optional
                           $20,000,000 prepayment of the Tranche A Term Loans
                           and (ii) an optional $10,000,000 repayment of the
                           Revolving Credit Loans, each on the Amendment
                           Effective Date.

         (b)      The following new Section 5.27 shall be added:

                  5.27 Year 2000 Compliance. On or before September 30, 1999,
         the Borrower will complete any reprogramming and testing of major
         computer systems and other major equipment containing embedded
         microchips, in either case owned or operated by the Borrower or any of
         its Subsidiaries or used or relied upon in the conduct of their
         business, in order to enable their computer systems and equipment in
         the aggregate to be year 2000 compliant in all material respects. The
         costs to the borrower and its Subsidiaries that have not been incurred
         as of the date hereof for such reprogramming and testing and for the
         other reasonably foreseeable consequences to them of any improper
         functioning of other computer systems and equipment containing embedded
         microchips due to the occurrence of the year 2000 could not reasonably
         be expected to result in an Event of Default or to have a Material
         Adverse Effect.
<PAGE>   10
                                                                              10


         5. Amendment to Section 6. Section 6 shall be amended as follows:

         (a) in Section 6.1(a) by deleting the words "a Term Note" and replacing
them with the words "a Tranche A Term Note".

         (b) in Section 6.1(b) by deleting clause (ii) and substituting therefor
the following:

                           (ii) $85,000,000 of the principal of the Term Loans
                  outstanding under the Existing Credit Agreement shall have
                  been paid, with the result that $50,000,000 of principal of
                  the Tranche A Term Loans remain outstanding.

          (c) in Section 6.1(b) by deleting the words "and Term Loans" and
replacing them with the words "and Tranche A Term Loans" and by deleting the
words "and Term Loan Commitment Percentages" and replacing them with the words
"and Tranche A Term Loan Commitment Percentages".

         6. Amendment to Section 8. Section 8.1 shall be amended as follows:

         (a) by deleting the columns captioned "Quarter Ending" and "Ratio" from
Section 8.1(a) and substituting in lieu thereof the following:

    Quarter Ending                      Ratio
----------------------               ------------
1998 December 31                     1.85 to 1.00

1999 March 31                        1.85 to 1.00
     June 30                         1.85 to 1.00
     September 30                    1.85 to 1.00
     December 31                     1.85 to 1.00

2000 March 31                        1.85 to 1.00
     June 30                         1.85 to 1.00
     September 30                    1.85 to 1.00
     December 31                     2.25 to 1.00

2001 March 31                        2.25 to 1.00
     June 30                         2.50 to 1.00
     September 30                    2.50 to 1.00
     December 31                     2.75 to 1.00
<PAGE>   11
                                                                              11


    Quarter Ending                      Ratio
----------------------               ------------
2002 March 31                        2.75 to 1.00
     June 30                         3.00 to 1.00
     and each quarter thereafter


(b) by deleting the columns captioned "Quarter Ending" and "Amount" from Section
8.1(c) and substituting in lieu thereof the following:

 Quarter Ending                      Amount
----------------                   -----------
1998 December 31                   $32,500,000

1999 March 31                       32,500,000
     June 30                        32,500,000
     September 30                   32,500,000
     December 31                    33,500,000

2000 March 31                       34,500,000
     June 30                        35,500,000
     September 30                   36,000,000
     December 31                    37,500,000

2001 March 31                       40,000,000
     June 30                        42,500,000
     September 30                   45,000,000
     December 31                    45,000,000

2002 March 31                       47,500,000
     June 30                        47,500,000
     September 30                   50,000,000
     December 31                    52,500,000
<PAGE>   12
                                                                              12


 Quarter Ending                      Amount
----------------                   -----------
2003 March 31                       55,000,000
     June 30                        57,500,000
     September 30                   60,000,000
     and each quarter thereafter

(c) by deleting the columns captioned "Quarter Ending" and "Ratio" from
Section 8.1(d) and substituting in lieu thereof the following:

    Quarter Ending                      Ratio
----------------------               ------------
1998 December 31                     5.75 to 1.00
                                                 
1999 March 31                        5.75 to 1.00
     June 30                         5.75 to 1.00
     September 30                    5.75 to 1.00
     December 31                     5.50 to 1.00

2000 March 31                        5.50 to 1.00
     June 30                         5.50 to 1.00
     September 30                    5.50 to 1.00
     December 31                     5.00 to 1.00

2001 March 31                        4.75 to 1.00
     June 30                         4.50 to 1.00
     September 30                    4.25 to 1.00
     December 31                     4.00 to 1.00

2002 March 31                        3.75 to 1.00
     June 30                         3.50 to 1.00
     September 30                    3.25 to 1.00
     December 31                     3.25 to 1.00

2003 March 31                        3.00 to 1.00
     and each quarter thereafter
<PAGE>   13
                                                                              13


(d) by deleting the columns captioned "Quarter Ending" and "Ratio" from
Section 8.1(e) and substituting in lieu thereof the following:

    Quarter Ending                      Ratio
----------------------               ------------
1998 December 31                     2.75 to 1.00

1999 March 31                        2.75 to 1.00
     June 30                         2.75 to 1.00
     September 30                    2.75 to 1.00
     December 31                     2.75 to 1.00

2000 March 31                        2.75 to 1.00
     June 30                         2.75 to 1.00
     September 30                    2.75 to 1.00
     December 31                     2.25 to 1.00

2001 March 31                        2.25 to 1.00
     June 30                         2.00 to 1.00
     September 30                    2.00 to 1.00
     December 31 
     and each quarter thereafter     1.75 to 1.00


7. Amendment to Section 12. Section 12 shall be amended as follows:

(a) in the proviso to Section 12.1:

                  (i) by deleting clause (iii) in its entirety and substituting
         in lieu thereof the following: "(iii) amend, modify or waive any
         provision of (x) Section 2.6 or 2.7 without the written consent of the
         Tranche A Term Loan Lenders, the Tranche A Term Loan Percentages of
         which aggregate at least a majority, (y) Section 2.6A or 2.7A without
<PAGE>   14
                                                                              14


         the written consent of the Tranche B Term Loan Lenders, the Tranche B
         Term Loan Percentages of which aggregate at least a majority and (z)
         Section 4.4(a) without the written consent of the Tranche A Term Loan
         Lenders or the Tranche B Term Loan Lenders, as applicable, the Tranche
         A Term Loan Percentages or Tranche B Term Loans Percentages, as the
         case may be, of which aggregate at least a majority"; and

                  (ii) by deleting the word "or" which appears before clause
         (ix) and adding the following new clause (x) at the end of clause (ix):
         "or (x) change the allocation of payments among the Tranche A Term
         Loans and the Tranche B Term Loans, as applicable, specified in Section
         4.4(b) or the allocation of payments between the Tranche A Term Loans
         and the Tranche B Term Loans pursuant to Section 2.10(d), in each case
         without the consent of Lenders holding at least a majority of the
         adversely affected Tranche".

         (b) in Section 12.6(e), (i) by deleting the words "or Term Note" in
each instance and replacing them with the words "Tranche A Term Note or Tranche
B Term Note" and (ii) by deleting the words "Term Loan" in each instance and
replacing them with the words "Tranche A Term Loan or Tranche B Term Loan".

         8. Amendment to Schedule 1.1. Schedule 1.1 to the Credit Agreement will
be amended by adding thereto the information with respect to the Tranche B Term
Loan Commitments set forth on Schedule 1.1 hereto.

         9. Amendment to Exhibits. The Credit Agreement is hereby amended by
adding thereto as Exhibit A-4, Exhibit 1 to this Amendment. Exhibit A-2 to the
Credit Agreement is hereby amended by deleting therefrom each reference to "Term
Note", "Term Notes", "Term Loan" and "Term Loan Commitment Percentage" in such
exhibit and substituting in lieu thereof the phrase "Tranche A Term Note",
"Tranche A Term Notes", "Tranche A Term Loan", "Tranche A Term Loan Percentage",
respectively.

         10. Prepayment of Tranche A Term Loans and Revolving Credit Loans.
$20,000,000 of the proceeds of the Tranche B Term Loans will be applied on the
Amendment Effective Date to the prepayment of the Tranche A Term Loans, with the
first $6,000,000 of such proceeds to be applied to the installments of the
Tranche A Term Loans in the direct order of maturity and the remaining
$14,000,000 of such proceeds to be applied to the remaining installments pro
rata based on the number of such remaining installments. For reference, attached
hereto as Exhibit 2 is a revised schedule of installments for the Tranche A Term
Loans after giving effect to the prepayment thereof with the proceeds of the
Tranche B Term Loans as described above. The remaining $10,000,000 of the
proceeds of the Tranche B Term Loans will be applied on the Amendment Effective
Date to repay (but not reduce the Commitments under) the Revolving Credit
Facility.

         11. Voting Agreement with respect to Section 12.1. Until the amendment
to Section 12.1 of the Credit Agreement set forth in Section II.7(a) above
becomes effective, each Lender which executes this Amendment agrees that it will
not consent to any amendment of the Credit 
<PAGE>   15
                                                                              15


Agreement which would require the consent of the holders of the Tranche A Term
Loans or the Tranche B Term Loans, as set forth in Section II.7(a) above,
without obtaining the consent of the requisite Tranche A Term Lenders or Tranche
B Term Loan Lenders as required thereby. The agreements set forth in this
Section 10 will apply to each assignee, transferee and successor of such Lender.

         III. Conditions to Effectiveness. This Amendment shall become effective
on the date (the "Amendment Effective Date") on which all of the following
conditions precedent shall have been satisfied or waived; provided that the
amendment set forth in Section II.7(a) above shall become effective when this
Amendment has been executed by each Lender:

         1. This Amendment shall have been (i) executed by the Borrower, CCI,
the Administrative Agent, the Required Lenders, Tranche A Term Lenders the
Tranche A Term Loan Percentages of which aggregate at least a majority and the
Tranche B Term Loan Lenders set forth in the signature pages hereto and (ii)
acknowledged and consented to by the other Credit Parties, each in accordance
with the terms of the Credit Agreement.

         2. The Administrative Agent shall have received, with a counterpart for
each Lender, (i) an executed legal opinion of Weil, Gotshal & Manges LLP,
counsel to the Borrower, in form and substance satisfactory to the
Administrative Agent, (ii) a copy of the resolutions, in form and substance
satisfactory to the Administrative Agent, of the Board of Directors or duly
authorized committee of the Borrower and CCI authorizing this Amendment and
(iii) a certificate of the Secretary or an Assistant Secretary (or comparable
officer) of each of the Borrower and CCI, dated the Amendment, Effective Date,
as to the incumbency and signature of the Responsible Officers of such Person
executing this Amendment and any certificate or other document to be delivered
by it pursuant hereto, together with evidence of the incumbency of such
Secretary or Assistant Secretary.

         3. The Borrower shall have paid to the Administrative Agent all fees
and expenses in connection with this Amendment and the Tranche B Term Loans
required to be paid to the Administrative Agent and the Lenders on or prior to
the Amendment Effective Date.

         IV. General.

         1. Representations and Warranties. The representations and warranties
made by the Borrower in the Loan Documents are true and correct in all material
respects on and as of the date hereof, after giving effect to the effectiveness
of this Amendment, as if made on and as of the date hereof, except for any
representation and warranty which is expressly made as of an earlier date which
representation and warranty shall have been true and correct in all material
respects as of such earlier date, and no Default or Event of Default has
occurred and is continuing.

         2. Payment of Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with this Amendment, any other documents prepared in
connection herewith and the 
<PAGE>   16
                                                                              16


transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.

         3. No Other Amendments; Confirmation. Except as expressly amended,
modified and supplemented hereby, the provisions of the Credit Agreement and the
Notes are and shall remain in full force and effect.

         4. Affirmation of Guarantees. Each of the Guarantors hereby consents to
the execution and delivery of this Amendment and to the transactions
contemplated hereby or in any related document and reaffirms its obligations
under the Guarantee and Collateral Agreement executed by such Guarantor.

         (a) Governing Law; Counterparts. This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.

         (b) This Amendment may be executed by one or more of the parties to
this Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Administrative Agent. This Amendment
may be delivered by facsimile transmission of the relevant signature pages
hereof.

            [The remainder of this page is intentionally left blank]
<PAGE>   17
                                                                              17


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

                                  COOPERATIVE COMPUTING, INC.


                                  By:___________________________________
                                     Name:
                                     Title:


                                  COOPERATIVE COMPUTING HOLDING COMPANY, INC.,
                                  as a Guarantor


                                  By:___________________________________
                                     Name:
                                     Title:


                                  THE CHASE MANHATTAN BANK,
                                  as Administrative Agent,
                                  a Lender and Issuing Lender


                                  By:___________________________________
                                     Name:
                                     Title:

<PAGE>   18
                                                                              18


                                        BANK UNITED

                                        By:___________________________________
                                           Name:
                                           Title:

<PAGE>   19
                                                                              19


                                        BANKBOSTON, N.A.


                                        By:___________________________________
                                           Name:
                                           Title:
<PAGE>   20
                                                                              20


                                        COMERICA BANK - CALIFORNIA


                                        By:___________________________________
                                           Name:
                                           Title:
<PAGE>   21
                                                                              21


                                        BANK AUSTRIA CREDITANSTALT CORPORATE 
                                        FINANCE, INC.


                                        By:___________________________________
                                           Name:
                                           Title:


                                        By:___________________________________
                                           Name:
                                           Title:

<PAGE>   22
                                                                              22


                                        NATIONSBANK, N.A., SUCCESSOR IN INTEREST
                                        BY MERGER WITH NATIONSBANK OF TEXAS N.A.


                                        By:___________________________________
                                           Name:
                                           Title:
<PAGE>   23
                                                                              23


                                        UNION BANK OF CALIFORNIA, N.A.


                                        By:___________________________________
                                           Name:
                                           Title:
<PAGE>   24
                                                                              24


                                        VAN KAMPEN CLO I, LIMITED

                                        By: Van Kampen American Capital
                                            Management, Inc., as Collateral 
                                            Manager


                                        By:___________________________________
                                           Name:
                                           Title:
<PAGE>   25
                                                                              25


                                        IMPERIAL BANK


                                        By:___________________________________
                                           Name:
                                           Title:
<PAGE>   26
                                                                              26


                                        COMMERCIAL LOAN FUNDING TRUST I

                                        By: Lehman Commercial Paper Inc., not in
                                            its individual capacity but solely 
                                            as administrative agent


                                        By:___________________________________
                                           Name:
                                           Title:
<PAGE>   27
                                                                              27


                                        ROYALTON COMPANY

                                        By: Pacific Investment Management
                                            Company, as its investment adviser


                                        By:___________________________________
                                           Name:
                                           Title:

<PAGE>   28
                                                                              28


                                        ALLSTATE LIFE INSURANCE COMPANY


                                        By:___________________________________
                                           Name:
                                           Title: