Revolving Credit Agreement.

FIRST AMENDMENT TO MULTI-CURRENCY
REVOLVING CREDIT AND TERM LOAN AGREEMENT


This FIRST AMENDMENT TO MULTI-CURRENCY REVOLVING CREDIT AND TERM LOAN AGREEMENT (the "First Amendment") is made as of June 29, 1997 by and among each of the Borrowers named herein on the signature pages hereof (individually, a "Borrower" and collectively, the "Borrowers"), American Management Systems, Incorporated, as guarantor (the "Guarantor"), each of the lenders named herein on the signature pages hereof (individually, a "Lender" and collectively, the "Lenders"), Wachovia Bank, N.A., formerly Wachovia Bank of Georgia, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and NationsBank, N.A., as documentation agent for the Lenders (in such capacity, the "Documentation Agent") (each of the Administrative Agent and the Documentation Agent, an "Agent" or collectively, the "Agents").


The Borrowers, the Guarantor, the Lenders and the Agents are parties to a Multi-Currency Revolving Credit and Term Loan Agreement dated as of December 24, 1996 (the "Agreement"); the Borrowers and the Guarantor have requested that the Lenders and the Agents amend certain provisions of the Agreement; and the Borrowers, the Guarantor, the Lenders and the Agents desire to amend the Agreement as herein provided. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Agreement.


ACCORDINGLY, the Borrowers, the Guarantor, the Lenders and the Agents agree as follows:


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1. APPLICABLE RATE. The definition of "Applicable Rate" in Section 1.1 of the Agreement shall be amended by substituting the following matrix for the existing matrix:


- ----------------------------------------------------------------------------------------------------------------------------
Total Debt: EBITDA Eurocurrency Rate Margin Facility Fee LC Fee
(basis points per annum) (basis points per annum) (basis points per annum) - ---------------------------------------------------------------------------------------------------------------------------- Less than or equal to 1.0 15 7.5 35.0


- ---------------------------------------------------------------------------------------------------------------------------- Greater than 1.0 but less 22.5 10.0 45.0 than or equal to 1.25 - ---------------------------------------------------------------------------------------------------------------------------- Greater than 1.25 but less than 25.0 15.0 50.0 or equal to 1.50 - ---------------------------------------------------------------------------------------------------------------------------- Greater than 1.50 but less than 32.0 18.0 55.0 or equal to 2.0


- ---------------------------------------------------------------------------------------------------------------------------- Greater than 2.0 40.0 25.0 70.0 - ----------------------------------------------------------------------------------------------------------------------------


2. FIXED CHARGE COVERAGE RATIO. Subsection 6.2(b) of the Agreement shall be amended to read as follows:


(b) Fixed Charge Coverage Ratio: Maintain a ratio of
EBILTDA to Interest and Lease Charges of not less than (i)
2.25 to 1.0 as of June 30, 1997, (ii) 2.30 to 1.0 as of
September 30, 1997 and (iii) 2.50 to 1.0 as of the last day of
each fiscal quarter thereafter, calculated in all cases for
the four fiscal quarters ending on such date.


3. ACKNOWLEDGMENT OF GUARANTOR. The Guarantor reaffirms its obligations under the Guaranty and consents to this First Amendment.


4. REPRESENTATIONS AND WARRANTIES. Each Borrower represents and warrants to the Agents and each Lender as follows:


4.1 EXISTENCE. Each of the Borrower and its Subsidiaries is a corporation or partnership duly organized, validly existing and in good standing under the Laws of the nation in which it is organized and any political subdivision thereof, and is duly qualified to do business


2 3 and in good standing in each other nation and any political subdivision thereof where the nature or extent of its business activities requires such qualification, except where the failure to be so qualified and in good standing could not reasonably be expected to have a Materially Adverse Effect.


4.2 POWER AND AUTHORITY. Each of the Borrower and its Subsidiaries has all requisite power and authority to own or lease its properties, conduct its business as now conducted and to execute and deliver the First Amendment and to perform the Agreement as amended hereby.


4.3 AUTHORIZATION AND ENFORCEABILITY. The execution, delivery and performance of the First Amendment have been duly authorized by all necessary corporate or partnership action of each of the Borrower and its Subsidiaries and require no consent of any Person which has not been obtained, and the First Amendment constitutes and the Agreement as amended hereby constitutes valid and binding obligations of each of the Borrower and its Subsidiaries party thereto, enforceable in accordance with their respective terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.


4.4 NO VIOLATION. The execution, delivery and performance of the First Amendment does not and will not violate any Borrower's or any of its Subsidiaries' charter, bylaws, partnership agreement or other organizational documents, any Laws applicable to such Borrower or any of its Subsidiaries or any agreement to which such Borrower or any of its Subsidiaries is a party or by which such Borrower or any of its Subsidiaries is bound, except for


3 4 violations of Laws or agreements which could not reasonably be expected to have a Materially Ad ...