SEC Filing | West Technology Group, LLC

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For The Fiscal Year Ended December 31, 2003

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to

Commission File Number 000-21771

West Corporation

(Exact name of registrant as specified in its charter)


DELAWARE		47-0777362
(State or other jurisdiction of incorporation of organization)		(IRS Employer Identification No.)

11808 Miracle Hills Drive, Omaha, Nebraska		68154
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (402) 963-1200

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o

The aggregate market value of the voting common equity held by non-affiliates (computed by reference to the average bid and asked price of such common equity) as of June 30, 2003, the last business day of the registrant’s most recently completed second fiscal quarter was approximately $525.1 million. At March 1, 2004, 67,333,757 shares of common stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for the annual meeting of stockholders to be held on May 13, 2004 are incorporated into Part III.

TABLE OF CONTENTS


		Page

PART I
Item 1.	Business		2
Item 2.	Properties		12
Item 3.	Legal Proceedings
Item 4.	Submission of Matters to a Vote of Security Holders		14
	Executive Officers of the Registrant		15
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		16
Item 6.	Selected Financial Data		17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		31
Item 8.	Financial Statements and Supplementary Data		33
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		33
Item 9A.	Controls and Procedures		33
PART III
Item 10.	Directors and Executive Officers of the Registrant		33
Item 11.	Executive Compensation		33
Item 12.	Security Ownership of Certain Beneficial Owners and Management		33
Item 13.	Certain Relationships and Related Transactions		33
Item 14.	Principal Accounting Fees and Services		33
PART IV
Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K		34
Signatures			37
Employment Agreement - Thomas B. Barkor
Employment Agreement - Paul M. Mendlik
Lease
Employment Agreement - Nancee R. Berger
Employment Agreement - Mark V. Lavin
Employment Agreement - Steven M. Stangl
Employment Agreement - Michael M. Sturgeon
Employment Agreement - Jon R. (Skip) Hanson
Employment Agreement - Todd B. Strubbe
Employment Agreement - Michael E. Mazour
Employment Agreement - Joseph Scott Etzler
Credit Agreement
First Amendment to Credit Agreement
Second Amendment to Credit Agreement
Participation Agreement
First Amendment to Participation Agreement
Second Amendment to Participation Agreement
Subsidiaries
Consent of Deloitte & Touche LLP
Certification Pursuant to Section 302
Certification Pursuant to Section 302
Certification Pursuant to Section 906
Certification Pursuant to Section 906

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. These forward-looking statements include estimates regarding:


	•	our 2004 financial outlook;

	•	the adequacy of our available capital for future capital requirements;

	•	our future contractual obligations;

	•	our capital expenditures;

	•	the impact of foreign currency fluctuations;

	•	the impact of pending litigation;

	•	the impact of changes in interest rates; and

	•	the impact of changes in government regulation and related litigation.

Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Factors and elsewhere in this report.

All forward-looking statements included in this report are based on information available to us on the date hereof. We assume no obligation to update any forward-looking statements.

PART I.


Item 1.	*Business*

Overview

West Corporation is one of the largest independent providers of outsourced communication services and worldwide conferencing services. West enables its clients to outsource a wide range of communication services as well as providing audio, video and web conferencing services. We provide services to our clients through two segments, communication services and conferencing services.

Our communication services include both agent and automated services. Our agent services provide clients with a comprehensive portfolio of services driven by both customer–initiated (inbound) and West-initiated (outbound) transactions. We offer our clients large volume transaction processing capabilities, including order processing, customer acquisition, customer retention, customer care and accounts receivable management. Our agent services are primarily consumer applications but we also provide business-to-business applications. Our automated services operate over 140,000 Interactive Voice Response ports, which provide large-volume, automated voice response services to clients. Examples of our automated services include secure automated credit card activation, prepaid calling card services, automated product information requests, answers to frequently asked questions, utility power outage reporting, and call routing and call transfer services.

Our conferencing services include an integrated suite of audio, video and web conferencing services. These services range from basic automated solutions to highly complex, international operator-assisted and event driven solutions. Our video conferencing services provide basic video conferencing with the additional ability to visually share documents and presentations. Our web conferencing services provide web conferencing and interactive web-casting services.

Our communication services business operates a network of customer contact centers and automated voice and data processing centers throughout the United States and in Jamaica, India and Canada. The communication services business also manages a home agent solution. The home agent solution allows the agents to work from their homes and interface with our customer contact center network. Our conferencing services business operates facilities in the United States, the United Kingdom, Canada, Singapore, Australia and New Zealand.

West Corporation, a Delaware corporation, is headquartered in Omaha, Nebraska. Our principal executive offices are located at 11808 Miracle Hills Drive, Omaha, Nebraska. Our telephone number is (402) 963-1200. Our website address is www.west.com. All of our SEC reports are available on our website.

None of the information on our website or any other website identified herein is part of this report. All website addresses in this report are intended to be inactive textual references only. West, InterCall, ConferenceCall.com, West Direct, Attention, Mshow and InView are our trademarks or service marks.

Communication Services


	*CRM Industry*

Our communication services business operates in the customer relationship management (“CRM”) industry. The CRM function generally refers to a company’s direct marketing and customer service functions especially those that are provided through customer call centers. Once intended to serve as a pure marketing or support function, call centers have undergone significant changes in functionality over the last several years. In particular, the scope of customer interaction has expanded greatly from single purpose — usually only support or marketing — to multi-dimensional, often combining customer support, sales, marketing, accounts receivable management and technical support.

Call centers experience significant fluctuations in support and service demand. Many companies have found that it is not cost-effective to maintain excess call center capacity and that they are not well equipped to accommodate fluctuations in demand.

Companies traditionally relied on in-house personnel and infrastructure to perform sales, direct marketing and customer service. However, driven by increasing competition and the evolution of the customer service function, businesses continue to outsource CRM activities to focus on their core competencies and to reduce costs. Outsourced CRM providers can offer clients lower overall call center costs due to economies of scale, sharing the cost of new technology among a larger base of users, and higher capacity utilization rates. By turning to an outsourced CRM provider, companies get access to leading edge call center technology without the cash outlay or maintenance costs that accompany such top-tier platforms.

The outsourced CRM industry has evolved from primarily single-facility, low technology environments to large, full service organizations with multi-location, large-volume contact centers that use advanced systems. Some independent CRM providers have invested in large-volume state-of-the-art contact centers and advanced network technology. Larger service providers, who can achieve greater economies of scale, can more easily justify ongoing investment in sophisticated call management software, predictive dialers and automatic call distributors, which generally provide better quality and more cost-effective services.


	*Services*

We are one of the few providers that offers a comprehensive portfolio of outsourced CRM services. We focus on complex, large-volume programs. We offer integrated CRM offerings through two solutions – agent-based and automated. Our agent-based services include dedicated agent, shared agent, business-to-business and accounts receivable management services.

Agent-Based. With our agent-based solutions, we provide clients with a comprehensive portfolio of services, which are driven primarily by inbound or customer-initiated transactions. Our agent-based solutions offer large volume transaction capabilities, including order processing, customer acquisition, customer retention and customer service. We offer both dedicated agent and shared agent solutions. Dedicated agents

serve one client, while shared agents serve multiple clients. We have over 19,000 dedicated and shared agents and over 13,000 workstations within the agent-based group. Also, at December 31, 2003 we had approximately 500 home agents.

Many companies find it increasingly difficult to provide high quality customer service. We address this concern by providing customized solutions with dedicated agents who have extensive knowledge of a single client and its products. We work closely with each client to understand its customer contact needs and jointly develop solutions that enhance its customer satisfaction. We provide both inbound and outbound dedicated agent programs, which focus on the following client applications:


	•	product sales;

	•	product registration;

	•	customer service;

	•	product or technical support; and

	•	customer retention campaigns.

Shared agent services can be a more cost-effective way of serving customers as agents may receive transactions for one of hundreds of different products at any given time. Our shared agent services focus on maximizing clients’ sales potential and, at the same time, lowering their cost per order. Our shared agents are trained on a sophisticated proprietary system that enables them to process transactions for a number of shared clients. Our shared agent services support inbound transactions exclusively. Our shared agents perform services such as telephone order capture, sales lead generation, dealer referral and other information gathering and sharing campaigns. We measure the productivity of our shared agents by measuring their ability to process a large volume of simultaneous incoming calls in a short period of time. Transaction volume is primarily generated by television advertisements or major print campaigns where we must handle extreme fluctuations in transaction volumes over short periods of time.

Also within the shared agent services group is West Direct. West Direct is a performance based marketing and technology company that was developed internally and is focused on helping our clients maximize the value of every customer interaction. West Direct uses a proprietary patent protected process to generate additional sales opportunities by matching, on a real-time basis, customer profiles with compatible products that are available for sale.

Business-to-Business. We also provide business-to-business marketing services for clients whose target markets include hundreds of thousands of small to medium-sized businesses. The clients who rely on these services typically cannot cost effectively serve a diverse and small client base with the appropriate level of attention. Through a more efficient sales and service effort driven by focused professionals we can provide these services to the clients’ customers. These applications are designed to enhance and increase our clients’ information about their current and prospective customers, schedule appointments for their regional and national sales forces, and sell services to accounts that may not warrant a face-to-face sales presentation. Applications include sales, order management, technical support and customer life cycle management.

Accounts Receivable Management. Through our wholly-owned subsidiary Attention, we provide collection management and debt collection services to companies in various industries including healthcare, automotive, telecommunications, financial services and retail. In late 2003, Attention entered into a purchased paper arrangement with a lender to purchase receivables. The lender provides non-recourse financing for 80% of the purchase price while we invest the remaining 20%. Under this arrangement, Attention performs collection services for a fee and will benefit in a portion of the profits to the extent the cash flows from collections are greater than amounts paid for the purchased receivables.

Automated Services. We also provide automated CRM services to clients through our industry leading, state-of-the-art technology platform of over 140,000 Interactive Voice Response ports for simultaneous transaction processing. Our large volume automated voice response services are highly customized and are frequently combined with other service offerings. Our automated system enhances our other services by

processing routine customer transactions at a lower cost while routing the more complicated customer interaction to a trained agent. Examples of automated applications we manage include:


	•	automated credit card activation;

	•	prepaid calling card services;

	•	automated product information request;

	•	answers to frequently asked questions; and

	•	call routing and call transfer services.


	*Strategy*

We aim to enhance our position as a leading provider of integrated CRM solutions. To this end, our strategy is to offer a fully integrated suite of agent-based and automated CRM solutions that are customized to address each client’s unique needs. We implement this strategy by providing high quality services, providing integrated service solutions, emphasizing recurring and large volume programs, capitalizing on state-of-the-art technology and leveraging our strong management experience.

Quality Services. We develop a detailed understanding of our clients’ unique business requirements to more effectively manage interaction with our clients’ current and prospective customers. This allows us to create customized solutions that consistently meet and exceed our clients’ needs. As a result, we can cross-sell our services and proactively offer new applications. Our top 10 clients have been using our services for an average of nearly six years.

We believe that service quality is a critical factor in a potential client’s decision to outsource its customer service and sales functions. We differentiate the quality of our services through our ability to:


	•	respond quickly to new client programs;

	•	efficiently address staffing needs;

	•	effectively employ operating systems that can process client campaign data; and

	•	provide timely and meaningful reports.

We provide premium quality service through an extensive training program and an experienced management team. We believe that the quality of our service is one of our competitive advantages.

Integrated Service Solutions. We develop customized and integrated service solutions that are capable of incorporating multiple service offerings. We integrate our service offerings by using our voice and data networking technology and our software systems and hardware platforms. We also design and implement highly flexible applications, combining the large volume capacity of automated voice response with our specialized agent services. Integration of our services provides a cost-effective, comprehensive solution for the client and increases the effectiveness of our agents. We believe our ability to offer integrated service solutions is critical to growing, expanding and retaining our client relationships. During 2003, we generated over 60% of our revenue from clients that use two or more of our service offerings.

Recurring and Large Volume Programs. We have established a strong track record of successfully managing large volume client programs. Our strategy is to target clients with large volume programs. We generally seek growth-oriented clients who need customized applications, which often leads to long-term relationships.

State-of-the-Art Technology. Our state-of-the-art technology enables us to offer premium quality, flexible and cost-effective service solutions that are tailored to each client’s unique needs. We currently employ approximately 870 information technology professionals to modify and enhance our operating systems and to design client programs. Examples of our technology include:


	•	computer/telephone and Internet protocol (IP) systems integration;


	•	proprietary CRM software systems;

	•	proprietary interactive voice response technology including Advanced Speech Recognition;

	•	high speed, fault-tolerant computer systems;

	•	centralized network control;

	•	intelligent upsells; and

	•	proprietary staffing and scheduling.

Strong Management Experience. We have distinguished ourselves through our ability to attract and retain some of the most talented managers in the outsourced CRM industry. The executive officers who are responsible for our day-to-day management have, on average, nearly nine years of experience.


	*Facilities and Service Security*

We recognize the importance of providing uninterrupted service for our clients. We have invested significant resources to develop, install and maintain facilities and systems that are designed to be highly reliable. Our facilities and systems are designed to maximize system in-service time and minimize the possibility of a telecommunications outage, a commercial power loss or an equipment failure.

We use redundant network architecture, which substantially reduces the possibility of a system failure and the interruption of telecommunications service. Most of our contact centers are serviced by dual central office switches, providing split access flexible egress routing capabilities, as well as backup access into each facility, using dual fiber ring SONET-based self-healing network architectures. Most telephone numbers that are directed to our contact centers are appended with dual routing instructions in the event of an error on the primary network path. These capabilities allow incoming calls to be redirected via an alternate long distance switch and/or through a backup access line in the unlikely event of a long distance or local network failure.

Our systems also feature operational redundancy. We use automatic call distributors with dual cores (CPU & I/ O modules) and online automatic backup, as well as fault-tolerant mainframe computers with spontaneous dual backup for processors, disk management and mechanical functions. We store copies of all proprietary software systems and client application software in a secure off-site storage facility. We actively monitor all critical components of our contact centers 24 hours per day, 365 days per year. Many of our facilities also have stand-alone primary power systems, which include both battery backup and diesel generator backup power systems.


	*Call Management Systems*

We specialize in processing large and recurring transaction volumes. We work closely with our clients to accurately project future transaction volumes. We use the following practices to efficiently manage our transaction volumes:

Historical Trend Analyses. We track weekly, daily and hourly trends for individual client programs. We believe that the key to a cost efficient CRM program begins with the effective planning of future volumes to determine the optimal number of sites, employees, workstations and voice response ports that need to be deployed each hour. We have years of data that we use to determine the transaction patterns of different applications such as order capture, lead generation and customer service.

Forecasting Call Volumes and Establishing Production Plans. We forecast volumes for inbound calls to shared agents for each one-half hour increment for each day. We then use historical data regarding average handle time, average wait time, average speed of answer and service level targets to determine the actual number of transactions that may be processed by a workstation or voice response port during a specific one-half hour increment. This process enables the effective determination of the number of workstations and voice response ports needed for a given campaign.

Staffing and Scheduling Plans. Based upon the total number of workstations required to be staffed, we create a detailed staffing schedule. These schedules are typically forecasted six to eight weeks in advance to assist the personnel and training departments in hiring and training the desired number of personnel. Agents are given regular work schedules that are designed to coincide with anticipated transaction patterns and trends. We have developed a proprietary scheduling system, known as Spectrum, that efficiently identifies variances between staff scheduled and staff needed. The system accommodates real-time adjustments for personnel schedules as volume projections fluctuate. Agent personnel directly interact with the system through kiosks located in the call center or the Internet to schedule additional hours or excused time.

Network Control Center. Our multiple remote sites present unique challenges in delivering consistent premium quality service. Our Network Control Center, based in Omaha, Nebraska, operates 24 hours a day, 365 days a year and uses both internal and external systems to effectively create and operate this remote site environment. We interface directly with long distance carriers and have the ability to allocate call volumes among our various contact centers on command with the assistance of sophisticated third party routing products. Our traffic control specialists compare actual volumes and trends to stated staffing and scheduling plans. When necessary, we can adjust for minor variances between actual and projected volumes and personnel by facility. As a result, transactions are optimally directed to available personnel, which maximizes the utilization of personnel and improves efficiency. The Network Control Center monitors the status of processing activities on a minute-by-minute basis. Minor real time variances between projected and actual trends are promptly entered into our database and used to develop future campaigns and staffing levels. During times of unexpected events, such as weather-related situations, we can immediately react and, whenever possible, redirect transactions to an unaffected site to satisfy the business needs of our clients.


	*Sales and Marketing*

We offer our clients large-scale, cost-effective solutions on an outsourced basis to help companies acquire, retain and grow their customer relationships. Our sales and marketing strategy focuses on leveraging our expertise, integrated service capabilities and reputation for premium quality service to cross-sell our services to existing clients and to develop new long-term client relationships. We also identify potential new clients with aggressive growth objectives and premium brands in industries that face increased competition.

We formulate detailed annual sales and marketing plans for our communication business. These plans contain objectives and milestones, which we track regularly throughout the year. Our sales organization is organized and trained to focus on specific industries and overall client needs. Our objective is to sell integrated solutions to prospective and existing clients. We pay commissions on both new sales and incremental revenues generated from new and existing clients to sales professionals.


	*Competition*

Our competitors in the CRM solutions industry range from very small firms catering to specialized programs and short-term projects, to large independent firms. We also compete with the in-house operations of many existing clients and potential clients. We believe that only one or two competitors have the capability to provide a full suite of outsourced CRM solutions. The principal competitive factors in this industry include: quality of service, range of service offerings, flexibility and speed of implementing customized solutions to meet clients’ needs, capacity, industry-specific experience, technological expertise and price.


	*Contact Management Systems*

We specialize in processing large and recurring volumes on behalf of our clients. Our ability to consistently staff and manage our agents across geographically dispersed contact centers is critical to providing premium quality service. We apply standardized practices in all contact centers to ensure uniform quality of service. We maintain strong centralized control to assure rigorous adherence to management practices, including quality assurance, and to provide daily staffing plans for each individual site.

’


	*Quality Assurance*

We continuously evaluate the performance of our agents to ensure that we meet or exceed both our own and our clients’ quality standards. Our quality assurance testing includes monitoring agent and consumer contacts. We encourage our clients to participate in all aspects of the quality assessment.

We have direct contact with our clients’ customers. Given the importance of this role, we believe that our ability to provide premium quality service is critical. West and our clients each shadow-monitor and evaluate the performance of agents to confirm that clients’ programs are properly implemented using clients’ approved scripts and that the agents meet clients’ customer service standards. We regularly measure the quality of our services by reviewing such variables as average handle time, volume, average speed of answer, sales per hour, rate of abandonment, collection rates, quota attainment and order conversion percentages. We provide clients with regular reports on the status of ongoing campaigns and transmit summary data and captured information electronically to clients.

We maintain quality assurance departments for each of the agent-based divisions. These departments are responsible for the overall quality of the services being provided. We use statistical summaries of the performance appraisal information for our training and operations departments to provide feedback and to identify agents who may need additional training.

See note 11 to our consolidated financial statements for a summary of the gross revenues, net profits and total assets for our communications services segment for each of the last three fiscal years.

Conferencing Services


	*Conferencing Industry*

The conferencing services industry consists of audio, video and web conferencing services that are marketed to businesses and individuals worldwide. Web services include data conferencing, collaboration, streaming/ web-casting, and the delivery of commercial, online training and education applications.

An important trend in the conferencing services industry is the growth of unattended conferencing, which are services that do not use an operator. Customers like unattended conferencing because it is easy to use and it costs less than attended conferencing calls. Over the last several years, the market for conferencing services has been subject to significant demand and pricing fluctuations. From a demand perspective, efforts by businesses, private organizations and state governments to reduce costs have led to business travel reductions, which has increased demand for conferencing services.

From a pricing perspective, financial instability among some of the larger audio conferencing providers has led some of these providers to reduce prices. In addition, as long distance telephone rates have fallen competition between carriers and service providers has caused additional reductions in conferencing prices.


	*Services*

Our conferencing business offers an integrated suite of conferencing services including audio, video and web. Our conferencing services business serves more than 27,000 customers.

Audio Conferencing. Our audio conferencing business enables our clients to conduct meetings efficiently and cost effectively by linking multiple participants in geographically dispersed locations. We offer basic operator-assisted and unattended audio conferencing. We also offer additional options, including Leader-View, a web-based tool that allows the leader of a conference call to see information on participants and view a question and answer queue list. Other audio conferencing services include Reservation-less, Operator Assisted and Events. Reservation-less is a basic unassisted audio bridging service. Operator assisted calls include the standard features of having an operator conduct the call plus additional options such as data collection on participants. Event calls are calls with large numbers of participants, such as investor relations announcements, product launches and press conferences. The Events offering layers on a higher level of service beyond Operator Assisted for large gatherings.

Video Conferencing. Video bridging is now provided as a feature of the conferencing service offering. Services include continuous presence, speed watching and video streaming. Video conferencing services are provided through a proprietary offering called InView. InView customers consist of organizations that have realized that video conferencing maintains the effectiveness of traditional face-to-face meetings, in a low cost environment. InView provides multipoint video conferencing services, applications and training around the world. Basic video conferencing services with the additional ability to share documents and PowerPoint presentations, and stream conferences to the Internet are available, as well as conferences recorded for future playback.

Web Conferencing. Web conferencing and web-casting services are provided through a proprietary product, Mshow, as well as through re-sale agreements with PlaceWare, a division of Microsoft, WebEx and Raindance products.


	*Strategy*

We have positioned ourselves as a first-class provider of high touch conferencing services. Unlike many of our competitors, we maintain a direct sales force that is focused exclusively on understanding our clients’ needs and delivering conferencing solutions. We train “Meeting Consultants” to assist clients in cultivating strong meeting leadership skills and in techniques to increase participation in geographically dispersed meetings. This high touch, service-intensive effort is a differentiating characteristic of our conferencing services business relative to our competitors. Our strategy is to:


	•	drive increased usage within the existing client base;

	•	market to new and existing clients a comprehensive service offering that provides high personal touch;

	•	continue to improve operating efficiencies; and

	•	leverage our financial stability and brand equity as a leading provider of outsourced CRM services in sales and marketing efforts.


	*Sales and Marketing*

Our conferencing business manages sales and marketing through three dedicated channels, National Accounts, Direct Sales and the Internet. National Accounts sales representatives sell to Fortune 500 companies with each representative working eight to twelve assigned accounts. Direct Sales consultants primarily focus on “non-Fortune 500 accounts.” Direct Sales meeting consultants cover a much larger client base, primarily through a call center, and are assigned a number of prospects to call each week. We also have international professional sales representatives providing local market expertise and intelligence.

ConferenceCall.com uses Internet marketing to acquire customers. ConferenceCall.com’s primary customer acquisition vehicle involves using Internet-based search engines to identify potential purchasers of conferencing services. ConferenceCall.com places paid advertisements on search pages of major Internet search engine sites. When a potential customer searches for “conference calls” or similar keywords, our paid advertisements are among the first search results to appear. Search engine companies auction off positioning for selected search terms in a dynamic fashion thus allowing individual advertisers to bid on the “next click through” for any given search term. The strength of ConferenceCall.com’s marketing program lies in its ability to automatically monitor ad placement on all of the major search engines and ensure optimal positioning on each of these search sites.


	*Competition*

Our competitors in the conferencing solutions industry range from large long distance carriers such as AT&T, MCI, Sprint and Global Crossing to independent providers such as PTEK Holdings Inc. and Genesys Conferencing. We believe that we have been able to grow market share in recent years due to our relatively large, geographically dispersed sales force dedicated solely to providing conferencing solutions on a global

basis. Some competitors sell conferencing services as part of a bundled product and therefore may not be as focused on meeting specific conferencing solution needs.

See note 11 to our consolidated financial statements for a summary of the gross revenues, net profits and total assets for our conferencing services segment for each of the last three fiscal years.

The remainder of this section applies to our entire consolidated enterprise.

Personnel and Training

We believe that a key component of our success is the quality of our employees. As a large-scale service provider, we continually refine our approach to recruiting, training and managing our employees. We have established procedures for the efficient weekly hiring, scheduling and training of hundreds of qualified employees. These procedures enable us to provide flexible scheduling and staffing solutions to meet client needs.

We offer extensive classroom and on-the-job training programs for personnel, including instruction regarding call-processing procedures, direct sales techniques, customer service guidelines, telephone etiquette and proper use of voice inflections. Operators receive professional training lasting from four to 35 days, depending upon the client program and the nature of the services being provided. In addition to training designed to enhance job performance, employees are also given a detailed description of our organizational structure, standard operating procedures and business philosophies.

At December 31, 2003, we employed approximately 24,000 employees. Approximately 22,500 were employed in the communication services segment and approximately 1,500 were employed in the conferencing services business. Approximately, 4,400 of these employees were employed in management, staff and administrative positions. We consider our relations with our employees to be good. None of our employees are represented by a labor union.

Technology and Systems Development

Our software and hardware systems, as well as our network infrastructure, are designed to offer high-quality and integrated solutions. We have made significant investments in reliable hardware systems and integrate commercially available software when appropriate. Because our technology is client focused, we often rely on proprietary software systems developed in-house to customize our services. Our significant achievements include:


	•	development of sophisticated data collection tools and data warehousing systems to analyze and measure the success of clients’ programs;

	•	design of a proprietary system that web-enables our workstations, enhancing our agents’ effectiveness in interacting with our clients’ customers;

	•	development of a proprietary, highly responsive scripting system; and

	•	development of a proprietary, state-of-the-art workforce management and scheduling system.

Our network facilities and systems are designed to maximize system in-service time and minimize the possibility of failure. Our infrastructure is designed to reduce the possibility of system or site downtime or interruption of the telecommunications service. We utilize commercially available and time-proven voice switching equipment. Our back-end systems, including client billing are primarily internally developed.

Proprietary Rights and Licenses

We rely on a combination of applicable copyright, patent, trademark and trade secret laws, as well as on confidentiality procedures, to establish and protect our proprietary rights. We have been issued two patents and have 49 pending patent applications pertaining to intelligent upsells, transaction processing, call center and agent management, data collection, reporting and verification, micro payments and credit card processing. Despite these precautions, we cannot assure you that third-parties will not misappropriate our proprietary technology. Although we believe that our intellectual property rights do not infringe upon the proprietary

rights of third parties, we cannot assure you that third parties will not assert infringement claims against us. Further, we operate in many foreign jurisdictions. We cannot assure you that we will be able to protect our intellectual property in these or other foreign jurisdictions.

Reliance on Major Clients

A significant portion of our revenue is generated from relatively few clients. The loss of a significant client could seriously harm us. We had one customer, AT&T, who accounted for approximately 15% of our total revenue in 2003. The revenue generated by AT&T results from over 35 programs which utilize technology from agent based and automated services. During 2003, our largest 100 clients represented 77% of our revenues.

Foreign Operations

At December 31, 2003, our total revenue and assets outside the United States were less than 10% of our consolidated revenue and assets.

Our communication services business operates facilities in Victoria, British Columbia, and Kingston and Montego Bay, Jamaica. Our communication services business also contracts for workstation capacity in Mumbai, India. Currently, these contracts are denominated in U.S. dollars. These call centers receive or initiate calls only from or to customers in North America. Under the Mumbai arrangement, we do not own the assets or directly employ any personnel.

Our conferencing services business has international sales offices in Canada, Australia, Hong Kong, Ireland, the United Kingdom, Singapore, Germany, Japan and France. The business operates facilities in the United States, the United Kingdom, Canada, Singapore, Australia, Hong Kong and New Zealand.

Government Regulation

Our sales practices are regulated at both the federal and state level. The Telephone Consumer Protection Act (the “TCPA”), which was enacted in 1991, authorized and directed the Federal Communications Commission (the “FCC”) to enact rules to regulate the telemarketing industry. In December 1992, the FCC enacted rules, which place restrictions on the methods and timing of telemarketing sales calls.

On July 3, 2003, the FCC issued a Report and Order setting forth amended rules and regulations implementing the TCPA. The rules, with a few exceptions, became effective August 25, 2003. These rules included: (1) restrictions on calls made by automatic dialing and announcing devices; (2) limitations on the use of predictive dialers for outbound calls; (3) institution of a national “do-not-call” registry in conjunction with the Federal Trade Commission (the “FTC”); (4) guidelines on maintaining an internal “do-not-call” list and honoring “do-not-call” requests; and (5) requirements for transmitting caller identification information. The “do-not-call” restrictions took effect October 1, 2003. The caller identification requirements became effective January 29, 2004. The FCC also included rules restricting facsimile advertisements. These rules become effective January 1, 2005.

The Federal Telemarketing Consumer Fraud and Abuse Act of 1994 authorizes the FTC to issue regulations designed to prevent deceptive and abusive telemarketing acts and practices. The FTC issued its Telemarketing Sales Rule (the “TSR”), which went into effect in January 1996. The TSR applies to most direct teleservices telemarketing calls and certain operator teleservices telemarketing calls and generally prohibits a variety of deceptive, unfair or abusive practices in telemarketing sales.

The FTC amended the TSR in January 2003. The majority of the amendments became effective March 31, 2003. The changes that were adopted that may materially adversely affect us, our clients and/or our industry include: (1) subjecting a portion of the Company’s inbound calls to additional disclosure requirements from which such calls were previously exempt; (2) prohibiting the disclosure or receipt, for consideration, of unencrypted consumer account numbers for use in telemarketing; (3) application of the TSR to charitable solicitations; (4) additional disclosure statements relating to certain products and services; (5) additional authorization requirements for payment methods that do not have consumer protections

comparable to those available under the Electronic Funds Transfer Act (“EFTA”) or the Truth in Lending Act, or for telemarketing transactions involving pre-acquired account information and fee-to-pay conversion offers; (6) institution of a national “do-not-call” registry; (7) limitations on the use of predictive dialers for outbound calls; and (8) additional disclosure requirements relating to upsells, especially those involving negative option features. The “do-not-call” restrictions became effective October 1, 2003. We believe we are in compliance with the amendments.

The amendments to the TSR in 2003 may have a material impact on both our revenue and profitability. The TSR will have the greatest effect on agent-based services. The TSR has had a material impact on our ability to present upsells. The addition of a national “do-not-call” list to the growing number of states that already have “do-not-call” lists has reduced the number of households that we may call. However, the extent of that impact is dependent upon the types of programs offered by clients and whether the clients call customers with which they have a pre-existing business relationship, which is exempt from the TSR. However, based upon our experience with the national “do-not-call” list, we do not believe the impact of the “do-not-call” list will have a material impact on us.

In addition to the federal legislation and regulations, there are numerous state statutes and regulations governing telemarketing activities, which do or may apply to us. For example, some states also place restrictions on the methods and timing of telemarketing calls and require that certain mandatory disclosures be made during the course of a telemarketing call. Some states also require that telemarketers register in the state before conducting telemarketing business in the state. Many of these statutes have an exemption for publicly traded companies.

Our employees who are involved in certain types of sales activity, such as insurance or mortgage loans, are required to be licensed by various state commissions or regulatory bodies and to comply with regulations enacted by those entities.

The industries that we serve are also subject to varying degrees of government regulation, including laws and regulations relating to contracting with the government and data security. We are subject to some of the laws and regulations associated with government contracting as a result of our client contracts. With respect to marketing scripts, we rely on our clients and their advisors to develop the scripts in making consumer solicitations on behalf of our clients. We generally require our clients to indemnify us against claims and expenses arising with respect to the scripts that our clients provide.

We specifically train our marketing representatives to handle calls in an approved manner and believe we comply in all material respects with all federal and state telemarketing regulations. There can be no assurance, however, that we would not be subject to regulatory challenge for a violation of federal or state law.

The accounts receivable management and collection business of Attention is regulated both at the federal and state level. The Federal Fair Debt Collection Practices Act (the “FDCPA”) regulates any person who regularly collects or attempts to collect, directly or indirectly, consumer debts owed or asserted to be owed to another person. The FDCPA establishes specific guidelines and procedures that debt collectors must follow in communicating with consumer debtors, including the time, place and manner of such communications. Further, it prohibits harassment or abuse by debt collectors, including the threat of violence or criminal prosecution, obscene language or repeated telephone calls made with the intent to abuse or harass. The FDCPA also places restrictions on communications with individuals other than consumer debtors in connection with the collection of any consumer debt and sets forth specific procedures to be followed when communicating with such third parties for purposes of obtaining location information about the consumer debtor. Additionally, the FDCPA contains various notice and disclosure requirements and prohibits unfair or misleading representations by debt collectors. Attention is also subject to the Fair Credit Reporting Act (the “FCRA”), which regulates the consumer credit reporting industry and which may impose liability to the extent that the adverse credit information reported on a consumer to a credit bureau is false or inaccurate. The FTC has the authority to investigate consumer complaints against debt collection companies and to recommend enforcement actions and seek monetary penalties. The accounts receivable management and collection business is also subject to state regulation. Some states require that debt collection companies be licensed.

Several of the industries served by Attention are also subject to varying degrees of government regulation. Although compliance with these regulations is generally the responsibility of the clients, Attention could be subject to a variety of enforcement or private actions for our failure or the failure of our clients to comply with such regulations.


Item 2.	*Properties*

Our corporate headquarters is located in Omaha, Nebraska. Our headquarters facilities, which we own, encompass approximately 153,000 square feet of office space in two buildings.

We also own four facilities totaling approximately 160,000 square feet, which we use as communication services production call centers. Through a synthetic lease agreement, we lease two locations in two states encompassing approximately 242,000 square feet. These locations are used for both administrative and communication services production activities.

As of December 31, 2003, our communications services segment leased or contracted for the use of contact centers and automated voice and data processing centers totaling approximately 1,300,000 square feet in 16 states and three foreign countries: Mumbai, India, Victoria, British Columbia, Canada; and Montego Bay and Kingston, Jamaica. The Mumbai location is operated under a three-year lease. Upon expiration of the lease, we have the option to buy the contact center and the related assets.

As of December 31, 2003, our conferencing services business owned two operator assisted conferencing call centers totaling approximately 62,000 square feet in two U.S. locations. Our conferencing service business leases an operator assisted conferencing center totaling approximately 9,000 square feet in the United Kingdom. Our conferencing services business also leases approximately 80,000 square feet of office space for sales offices in 17 states and 8 foreign countries. Our conferencing services business also owns a facility of approximately 57,000 square feet used for administrative activities in the U.S. and leases an additional 43,000 square feet in two U.S. and three foreign locations for administrative activities.

The following table summarizes the geographic location of and the number of computer-assisted telephone workstations, voice response ports or conferencing ports by geographic region at our contact centers as of December 31, 2003.


		Number of		Number of
		Computer		Voice		Number of
		Assisted		Response		Conferencing
Geographic Location		Workstations		Ports		Ports

South			7,950		76,726		37,632
Midwest			2,163		24,012		—
Northwest			893		—		—
West			508		42,410		—
Northeast			448		—		—

	Total U.S. based		11,962		143,148		37,632
Foreign			1,269		—		9,062

	Total		13,231		143,148		46,694

We believe that our facilities are adequate for our current requirements and that additional space will be available as required. See Note 4 of Notes to Consolidated Financial Statements included elsewhere in this report for information regarding our lease obligations.


Item 3.	*Legal Proceedings*

From time to time, we are subject to lawsuits and claims, which arise out of our operations in the normal course of our business. We are defendants in various litigation matters in the ordinary course of business, some of which involve claims for damages that are substantial in amount. We believe, except for the items discussed

below for which we are currently unable to predict the outcome, the disposition of claims currently pending will not have a material adverse effect on our financial position, results of operations or cash flows.

Sanford v. West Corporation et al., No. GIC 805541, was filed February 13, 2003 in the San Diego County, California Superior Court. This matter arises out of the same facts and involves the same plaintiff as Patricia Sanford v. Memberworks Incorporated, et al., Case No. 02CV0601H filed in the United States District Court, Southern District of California. The complaint alleges violations of the California Consumer Legal Remedies Act, Cal. Civ. Code §§ 1750 et seq., unlawful, fraudulent and unfair business practices in violation of Cal. Bus. & Prof. Code §§ 17200 et seq., untrue or misleading advertising in violation of Cal. Bus. & Prof. Code §§ 17500 et seq., and common law claims for conversion, unjust enrichment, fraud and deceit, and negligent misrepresentation, and seeks monetary damages, including punitive damages, as well as restitution, injunctive relief and attorneys fees and costs. The complaint is brought on behalf of a purported class of persons in California who were sent a Memberworks, Inc. (“MWI”) membership kit in the mail, were charged for an MWI membership program, and were allegedly either customers of what the complaint contends was a joint venture between MWI and the Company or West Telemarketing Corporation (“WTC”) or wholesale customers of the Company or WTC. The Company and WTC moved to dismiss the case on the grounds that the California courts lacked personal jurisdiction over them, but the court denied that motion and WTC and the Company appealed the ruling to the California Court of Appeals. On September 24, 2003, the Court of Appeals issued an order directing the trial court to show cause why the case should not be dismissed. Briefing has been completed in the court of appeals, and oral argument is scheduled for March 2004. WTC and the Company are awaiting a final ruling from the Court of Appeals. The Company is currently unable to predict the outcome or reasonably estimate the possible loss, if any, or range of losses associated with this claim.

Brandy L. Ritt, et al. v. Billy Blanks Enterprises, et al. was filed in January 2001 in the Court of Common Pleas in Cuyahoga County, Ohio, against two of the Company’s clients. The suit, a purported class action, was amended for the third time in July 2001 and the Company was added as a defendant at that time. The suit, which seeks statutory, compensatory, and punitive damages as well as injunctive and other relief, alleges violation of various provisions of Ohio’s consumer protection laws, negligent misrepresentation, fraud, breach of contract, unjust enrichment and civil conspiracy in connection with the marketing of certain membership programs offered by the Company’s clients. On February 6, 2002, the court denied the plaintiffs’ motion for class certification. On July 21, 2003, the Ohio Court of Appeals reversed and remanded the trial court’s decision for further proceedings. The Company is currently unable to predict the outcome or reasonably estimate the possible loss, if any, or range of losses associated with this claim.


Item 4.	*Submission of Matters to a Vote of Security Holders*

No matter was submitted to a vote of security holders in the fourth quarter of the fiscal year covered by this report.

Executive Officers

Our executive officers are as follows:


Name	Age		Position

Gary L. West		58	Chairman of the Board and Director
Mary E. West		58	Vice Chair of the Board, Secretary and Director
Thomas B. Barker		49	Chief Executive Officer and Director
Nancee R. Berger		43	President and Chief Operating Officer
J. Scott Etzler		51	President — InterCall, Inc.
Jon R. Hanson		37	Chief Administrative Officer and Executive Vice President — Corporate Services
Mark V. Lavin		45	President — West Telemarketing Corporation
Michael E. Mazour		43	President — West Telemarketing Corporation Outbound
Paul M. Mendlik		50	Chief Financial Officer and Treasurer, Executive Vice President — Finance
Steven M. Stangl		45	President — Communication Services
Todd B. Strubbe		40	President — West Direct, Inc. and — West Interactive Corporation
Michael M. Sturgeon		42	Executive Vice President — Sales and Marketing

Gary L. West co-founded WATS Marketing of America (“WATS”) in 1978 and remained with that company until 1985. Mr. West joined us in July 1987 after the expiration of a noncompetition agreement with WATS. Mr. West has served as Chairman of the Board since joining us. Mr. West and Mary E. West are husband and wife.

Mary E. West co-founded WATS and remained with that company until 1985. In January 1986, she founded West. Mrs. West has served as our Vice Chair since 1987. Mrs. West and Mr. West are wife and husband.

Thomas B. Barker joined us in 1991 as Executive Vice President of West Interactive Corporation. Mr. Barker was promoted to President and Chief Operating Officer in March 1995. Mr. Barker was promoted to President and Chief Executive Officer in September 1998. He is currently our Chief Executive Officer.

Nancee R. Berger joined West Interactive Corporation in 1989 as Manager of Client Services. Ms. Berger was promoted to Vice President of West Interactive Corporation in May 1994. She was promoted to Executive Vice President of West Interactive Corporation in March 1995, and to President of West Interactive Corporation in October 1996. She was promoted to our Chief Operating Officer in September 1998 and was promoted to President and Chief Operating Officer in January 2004.

J. Scott Etzler joined InterCall in June 1998 as President and Chief Operating Officer and was Chief Executive Officer from March 1999 until InterCall was acquired by us in May, 2004. He is currently the President of InterCall. He brings over 20 years of key management experience in the voice and data communications marketplace having held executive positions with AT&T, Decision Industries and Sprint.

Jon R. (Skip) Hanson joined us in 1991 as a Business Analyst. Mr. Hanson was promoted to Vice President, Corporate Administrative Services in June 1996. In October 1999, he was promoted to Chief Administrative Officer and Executive Vice President — Corporate Services.

Mark V. Lavin joined us in 1996 as Executive Vice President — West Telemarketing Corporation, and in September 1998, Mr. Lavin was promoted to President. From 1991 until 1996, he served in several key management roles within the hotel industry organizations, including Vice President of Carlson Hospitality Worldwide Reservation Center and General Manager of the Hyatt Reservation Center.

Michael E. Mazour joined West Telemarketing Corporation Outbound in 1987 as Director — Data Processing Operations. In 1990, Mr. Mazour was promoted to Vice President — Information Services of the Company’s Direct Teleservices division and to Senior Vice President — Client Operations in 1995. In 1997, Mr. Mazour was promoted to Executive Vice President — Direct Teleservices and in July 2000, Mr. Mazour assumed full operations responsibility. In January 2004, Mr. Mazour was promoted to President — West Telemarketing Corporation Outbound.

Paul M. Mendlik joined us in 2002 as Executive Vice President — Chief Financial Officer and Treasurer. Prior to joining us, he was a partner in the accounting firm of Deloitte & Touche LLP from 1984 to 2002. Mr. Mendlik served as the regional partner overseeing Deloitte & Touche LLP’s audit and assurance practice.

Steve M. Stangl joined West Interactive Corporation in 1993 as Controller. Mr. Stangl was promoted to Vice President of Accounting in 1996. He was promoted to Executive Vice President of West Interactive Corporation in September 1998 and to President in September 2000. In January 2004, Mr. Stangl was promoted to President, Communication Services, and assigned overall management responsibility for the Agent Based, Automated and Business-to-Business Services in the Communication Services segment.

Todd B. Strubbe joined West Direct, Inc. in July 2001, as President and was appointed President of West Interactive Corporation in January 2004. Previously, he was President and Chief Operating Officer of CompuBank, N.A., prior to its sale of customers and deposits in 2001 to NetBank. He was with First Data Corporation from 1995 to 2000 as Managing Director, Systems Architecture and Product Development for its $1.4 billion division, First Data Resources. Prior to this, Mr. Strubbe was President of First Data’s Electronic Payments Group and Vice President of Corporate Planning and Development. Prior to joining First Data, Mr. Strubbe was with McKinsey & Company, Inc.

Michael M. Sturgeon joined us in 1991 as a National Account Manager — West Interactive Corporation. In September 1994, Mr. Sturgeon was promoted to Vice President of Sales and Marketing — West Interactive Corporation. In March 1997, Mr. Sturgeon was promoted to Executive Vice President — Sales and Marketing.

PART II


Item 5.	*Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities*

Our common stock is traded on the Nasdaq National Market under the symbol “WSTC.” The following table sets forth, for the periods indicated, the high and low sales prices of our common stock as reported on the Nasdaq National Market.


	High		Low

2002
First Quarter	$	31.95	$	24.55
Second Quarter	$	33.21	$	21.55
Third Quarter	$	22.50	$	13.25
Fourth Quarter	$	17.74	$	11.90
2003
First Quarter	$	17.97	$	13.17
Second Quarter	$	28.55	$	17.70
Third Quarter	$	27.90	$	22.45
Fourth Quarter	$	26.35	$	20.30

As of March 1, 2004, there were 71 holders of record of Common Shares and approximately 2,900 beneficial shareholders. As of the same date, we had 67,333,757 Common Shares issued and 67,261,513

outstanding. No dividends have been declared with respect to the Common Shares since our initial public offering. We currently intend to use earnings to finance the growth and development of our business and for working capital and general corporate purposes, and do not anticipate paying cash dividends on our common stock in the foreseeable future. Any payment of dividends will be at the discretion of our Board of Directors and will depend upon earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends and other factors.

Equity Compensation Plan Information

Number of Securities

Remaining Available for

Number of Securities to be

Weighted-Average Exercise

Future Issuance Under

Issued upon Exercise of

Price of Outstanding

Equity Compensation Plans

Outstanding Options,

Options, Warrants and

(Excluding Securities

Warrants and Rights

Rights

Reflected in Column(a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders

6,228,982

16.3210

2,576,268

Equity compensation plans not approved by security holders

325,000

26.0300

—

Total

6,553,982

13.8100

2,576,268


Item 6.	*Selected Financial Data*

The following table sets forth, for the periods on and at the dates indicated, our selected historical consolidated financial data. The selected consolidated historical income statement and balance sheet data has been derived from our audited historical consolidated financial statements. Our consolidated financial statements as of December 31, 2003 and 2002, and for the years ended December 31, 2003, 2002 and 2001, which have been audited by Deloitte & Touche LLP, independent auditors, have been included elsewhere in this Annual Report on Form 10-K. The information is qualified in its entirety by the detailed information included elsewhere herein and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and the “Consolidated Financial Statements and Notes” thereto included elsewhere in this Annual Report on Form 10-K.



			Year Ended December 31,

			2003			2002			2001			2000			1999


			(Dollars in thousands, except for per share and selected operating data)
Income Statement Data:
	Revenue		$	988,341		$	820,665		$	780,159		$	724,505		$	562,444
	Cost of services			440,260			399,276			398,892			371,549			288,503
	Selling, general and administrative expenses			404,972			314,886			260,426			243,573			194,610

	Operating income			143,109			106,503			120,841			109,383			79,331
	Other income (expense)			(3,289	)		2,145			81			1,539			1,027

	Income before income tax expense and minority interest			139,820			108,648			120,922			110,922			80,358
	Income tax expense			51,779			39,706			44,633			40,663			30,604

	Income before minority interest			88,041			68,942			76,289			70,259			49,754
	Minority interest in net income of a consolidated subsidiary			165			300			503			—			—

	Net income		$	87,876		$	68,642		$	75,786		$	70,259		$	49,754

	Earnings per share:
		Basic	$	1.32		$	1.04		$	1.17		$	1.10		$	0.79
		Diluted	$	1.28		$	1.01		$	1.11		$	1.03		$	0.77
	Weighted average number of common shares outstanding:
		Basic		66,495			65,823			64,895			64,043			63,330
		Diluted		68,617			68,129			68,130			67,950			64,380
Selected Operating Data:
	EBITDA(1)		$	231,068		$	170,022		$	169,596		$	154,756		$	117,019
	EBITDA margin(2)			23.4	%		20.7	%		21.7	%		21.4	%		20.8	%
	Net cash flows from operating activities		$	191,929		$	117,069		$	101,784		$	111,050		$	114,221
	Net cash flows from investing activities		$	(475,461	)	$	(122,685	)	$	(39,461	)	$	(68,514	)	$	(51,598	)
	Net cash flows from financing activities		$	171,009		$	(7,977	)	$	(18,916	)	$	3,712		$	(7,386	)
	Operating margin(3)			14.5	%		13.0	%		15.5	%		15.1	%		14.1	%
	Net income margin(4)			8.9	%		8.4	%		9.7	%		9.7	%		8.9	%
	Number of workstations (at end of period)			13,231			14,230			11,675			10,147			8,364
	Number of IVR ports (at end of period)			143,148			151,759			78,287			50,573			33,476



		As of December 31,

		2003		2002		2001		2000		1999

Balance Sheet Data:
	Working capital	$	80,793	$	223,263	$	235,180	$	151,006	$	104,427
	Property and equipment, net		234,650		213,641		202,671		197,178		167,934
	Total assets		1,015,863		670,822		591,435		553,907		408,989
	Total debt		192,000		29,647		30,271		41,355		45,196
	Stockholders’ equity	$	656,238	$	549,592	$	468,159	$	378,125	$	291,962


(1)	“EBITDA” is defined as income before income tax expense and minority interest, depreciation, interest income, interest expense and amortization. EBITDA is not intended to represent cash flow from

operations as defined by generally accepted accounting principles and should not be considered as an alternative to net income as an indicator of operating performance or to cash flows as a measure of liquidity. EBITDA is presented as the Company understands that certain investors use it as one measure of a borrower’s historical ability to service its debt. The following is a reconciliation of EBITDA to net income:


Net income	$	87,876		$	68,642		$	75,786		$	70,259		$	49,754
Minority interest		165			300			503			—			—
Depreciation and amortization		86,466			61,783			50,353			45,167			37,343
Income taxes		51,779			39,706			44,633			40,663			30,604
Interest income		(721	)		(2,828	)		(4,694	)		(4,440	)		(3,231	)
Interest expense		5,503			2,419			3,015			3,107			2,549

EBITDA	$	231,068		$	170,022		$	169,596		$	154,756		$	117,019


(2)	Represents EBITDA as a percentage of revenue.

(3)	Represents operating income as a percentage of revenue.

(4)	Represents net income as a percentage of revenue.


Item 7.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*

Key 2003 Events


	•	Acquired InterCall on May 9, 2003 and ConferenceCall.com on November 1, 2003.

	•	Began reporting results in two reportable segments: communication services and conferencing services.

	•	Established two bank credit facilities in May 2003, which consist of a $200.0 million four-year term loan and a revolving credit facility that currently has a maximum borrowing capacity of $250.0 million.

	•	20.4% increase in consolidated revenue.

	•	Operating margins increased to 14.5% in 2003 compared to 13.0% in 2002.

	•	34.4% increase in operating income to $143.1 million.

	•	35.9% increase in EBITDA to $231.1 million.

	•	The Telemarketing Sales Rule became law in January 2003.

	•	Reduced call center workstation capacity by 7.0%.

	•	Assumed the management of three foreign customer contact centers in 2003, which increased our foreign capacity over 100%.

Results of Operations

The following table sets forth our Consolidated Statement of Operations Data as a percentage of revenue for the periods indicated:



	Year Ended December 31,

	2003			2002			2001

Revenue		100.0	%		100.0	%		100.0	%
Cost of services		44.5			48.6			51.1
Selling, general and administrative expenses		41.0			38.4			33.4
Operating income		14.5			13.0			15.5
Other income (expense)		(0.4	)		0.2			0.0
Income before income tax expense and minority interest		14.1			13.2			15.5
Income tax expense		5.2			4.8			5.7
Minority interest		—			—			0.1

Net Income		8.9	%		8.4	%		9.7	%


	*Years Ended December 31, 2003 and 2002*

Revenue. Revenues increased $167.6 million, or 20.4%, to $988.3 million in 2003 from $820.7 million in 2002. The increase in revenue included $10.4 million of revenue derived from new clients and $187.3 million derived from the acquisitions of Dakotah Direct, Attention, InterCall and ConferenceCall.com, which closed on March 1, 2002, August 1, 2002, May 9, 2003 and November 1, 2003, respectively. The overall revenue increase was partially offset by lower call volumes in certain product lines in the communication services segment. In addition, pricing pressures and concessions continue in both the communication services and conferencing services segments.

During the year ended December 31, 2003, our largest 100 clients represented 77% of revenues compared to 89% and 86% for the years ended December 31, 2002 and 2001, respectively. This reduced concentration is due to the InterCall acquisition. For the year ended December 31, 2003, InterCall had over 27,000 customers. We had one customer, AT&T, that accounted for 15% of total revenue for the year ended December 31, 2003 and 19% and 21% of total revenue for the years ended December 31, 2002 and 2001, respectively. These

percentages do not include the former Wireless and Broadband units of AT&T, which were divested from AT&T in 2002.

Communication services revenue for the year ended December 31, 2003, increased $6.9 million, or 0.8%, to $827.6 million from $820.7 million for the year ended December 31, 2002. The increase in revenue for 2003 included $26.6 million from the acquisitions of Attention and Dakotah Direct. An important utilization measurement used by the communication services segment for agent-based revenue is the revenue per workstation benchmark. For the year ended December 31, 2003, the revenue per workstation was $51,118 compared to $52,357 in 2002. The 2003 decline in this measurement reflects the effects of the pricing pressures noted above and reduced capacity utilization.

Conferencing services revenue for 2003 was $160.7 million. This 2003 revenue is derived from the acquisitions of InterCall and ConferenceCall.com. During 2003, the average rate per minute declined while total minutes grew. This is consistent with a recent trend of declining rates offset by increasing minute volumes.

Cost of Services. Cost of services represents direct labor, telephone expense and other costs directly related to providing services to clients. Cost of services increased $41.0 million, or 10.3%, in 2003 to $440.3 million, from $399.3 million for the comparable period of 2002. As a percentage of revenue, cost of services decreased to 44.5% for 2003, compared to 48.6%, for the comparable periods in 2002. This reduction was primarily due to the acquisition of InterCall, which historically has had a lower percentage of direct costs to revenue than our communication services segment.

Communication services costs of services decreased $7.8 million, or 2.0%, in 2003 to $391.5 million, from $399.3 million for the comparable period of 2002. As a percentage of revenue, communication services cost of services decreased to 47.3% for 2003, compared to 48.6% for the comparable periods in 2002. The decrease in cost of services as a percentage of revenue can be attributed primarily to continued control of variable labor costs, a greater percentage of call volumes of certain product lines which traditionally have a lower direct cost as a percent of revenue than other communication services operations and the exiting of the 900 services provided by the communication services segment during 2002 which had higher direct costs as a percentage of revenue than other communication services product offerings. In 2003, the communication services segment incurred a $3.0 million charge related to the sale of one contact center and closing of three other contact centers. Similarly, in 2002, the communication services segment incurred a $2.5 million charge related to the closing of several contact centers. Currently, the communications services segment does not anticipate the need to close any further significant contact centers in 2004. However, if market conditions dictate further reductions in capacity, the communication service’s segment would revisit this decision.

Conferencing services cost of services for 2003 was $48.8 million or 30.4% of revenue.

Selling, General and Administrative Expenses. SG&A expenses increased $90.1 million, or 28.6%, to $405.0 million for 2003 from $314.9 million for the comparable period of 2002. The acquisition of InterCall and ConferenceCall.com increased SG&A expense by $78.8 million. As a percentage of revenue, SG&A expenses increased to 41.0% for 2003, compared to 38.4% for the comparable period of 2002. This increase is partially attributed to increases in depreciation of $16.7 million and amortization of $7.9 million for 2003. Salaries and benefits in the communications services segment increased $10.5 million or 6.6%. Partially offsetting the increase in SG&A for 2003 was a $14.5 million reduction of bad debt expense to $10.0 million for 2003.

Communication services SG&A expenses increased by $11.3 million, or 3.6%, to $326.2 million for 2003 from $314.9 million for the comparable period of 2002. As a percentage of revenue, SG&A expenses increased to 39.4% in 2003, compared to 38.4% in 2002. Salaries and benefits increased $10.5 million or 6.6%. Depreciation and amortization increased $6.1 million to $67.9 million, up from $61.8 million in 2002. Bad debt expense decreased $15.6 million to $8.9 million for 2003 from $24.5 million for 2002. This reduction in bad debt expense was due to improvements in the quality of our accounts and notes receivable. We believe that the bad debt expense experienced in 2002 was unusual and that this year’s experience is more representative of normal historical trends.

Conferencing services SG&A expenses were $78.8 million or 49.0% of revenue.

Operating Income. Operating income increased by $36.6 million, or 34.4%, to $143.1 million for 2003 from $106.5 million for the comparable period of 2002. As a percentage of revenue, operating income increased to 14.5% for 2003 compared to 13.0% for the corresponding period of 2002 due to the factors discussed above for revenue, cost of services and SG&A expenses. Communication services operating income increased by $3.5 million, or 3.3%, to $110.0 million for 2003 up from $106.5 million for the comparable period of 2002. Conferencing services operating income was $33.1 million or 20.6% of revenue.

Other Income (Expense). Other income (expense) includes sub-lease rental income, interest income from short-term investments and interest expense from short-term and long-term obligations. Other income (expense) totaled $(3.3) million in 2003 compared to $2.1 million for the comparable period of 2002. The change is primarily due to interest expense of $4.8 million on the debt incurred for the acquisitions of InterCall and ConferenceCall.com. Interest expense in 2003 totaled $5.5 million compared to $2.4 million for the comparable period of 2002. Interest income was $0.7 million in 2003 compared to $2.8 million for the comparable period in 2002. The change in interest income is primarily due to lower average cash balances and lower average interest rates during 2003.

Net Income. Net income increased $19.3 million, or 28.1%, to $87.9 million in 2003 compared to $68.6 million for the comparable period of 2002. Diluted earnings per share were $1.28 compared to $1.01 for the comparable period in 2002.

Net income includes a provision for income tax expense at an effective rate of approximately 37.0% for 2003. This compares to 36.6%, for the comparable period in 2002.


	*Years Ended December 31, 2002 and 2001*

Prior to the acquisition of InterCall in 2003, we operated in only one segment. The following discussion reflects our prior organization as a single segment.

Revenue. Revenues increased $40.5 million, or 5.2%, to $820.7 million in 2002 from $780.2 million in 2001. The increase in revenue included $28.4 million of revenue derived from new clients and $72.5 million derived from the acquisitions of Tel Mark Sales, Dakotah Direct and Attention. The overall revenue increase was partially offset by lower call volumes in agent-based services, as well as the wind down of 900 services in automated services. In addition, pricing concessions resulting from various market changes in agent-based services contributed to a decline in the rate of revenue growth.

During the year ended December 31, 2002, we provided service to over 900 clients. Eighty percent of our revenue was generated by 48 clients in 2002 compared to 62 clients during 2001. We had one customer, AT&T, who accounted for 19% of total revenue for the year ended December 31, 2002 and 21% and 27% of total revenue for the years ended December 31, 2001 and 2000, respectively. These percentages do not include the former Wireless and Broadband units of AT&T, which were divested from AT&T in 2002.

Cost of Services. Cost of services increased $0.4 million, or 0.1%, to $399.3 million in 2002, up from $398.9 million for the comparable period of 2001. During 2002, cost of services as a percentage of revenue decreased to 48.6%, compared to 51.1% for the comparable period in 2001. The decrease in cost of services as a percentage of revenue can be attributed primarily to continued control of variable labor costs, a greater percentage of automated and in-bound call volumes which traditionally have a lower direct cost as a percent of revenue than our other operations and the significant reduction in 900 call volumes which have higher direct costs as a percentage of revenue than our other operations. Lower telecommunication costs due to lower service rates negotiated with our primary telecommunications vendor also contributed to lower cost of services in 2002. Cost of services includes charge-backs relating to 900-service revenue of approximately $4.1 million in 2002.

Selling, General and Administrative Expenses. SG&A expenses increased by $54.5 million, or 20.9%, to $314.9 million in 2002 from $260.4 million for the comparable period of 2001. The increase in SG&A is due primarily to an increase in bad debt expense of $22.6 million, increased depreciation and amortization of

$11.4 million and SG&A expenses associated with our three acquisitions of $27.7 million. During the year ended December 31, 2002, we wrote-off $28.4 million in accounts and notes receivable, all of which had been reserved for in the allowance for doubtful accounts. The increase in depreciation is due to the overall increase in property and equipment primarily due to the purchase of interactive voice response ports during the twelve months ended December 31, 2002. As a percentage of revenue, SG&A expenses increased to 38.4% in 2002 compared to 33.4% for the comparable period of 2001.

Operating Income. Operating income decreased by $14.3 million, or 11.9%, to $106.5 million in 2002 down from $120.8 million for the comparable period of 2001. As a percentage of revenue, operating income decreased to 13.0% in 2002 compared to 15.5% for the corresponding period of 2001 due to the factors discussed above for Revenue, Cost of services and SG&A expenses.

Other Income (Expense). Other income (expense) includes sub-lease rental income, interest income from short-term investments, interest income from customer notes receivable and interest expense from short-term and long-term obligations. Other income (expense) totaled $2.1 million in 2002 compared to $0.1 million for the comparable period of 2001. The increase is primarily the result of a $3.0 million write down of an investment in Synchrony Communications, Inc. in September 2001.

Net Income. Net income decreased $7.2 million, or 9.4%, to $68.6 million in 2002 compared to $75.8 million for the comparable period of 2001. Diluted earnings per share were $1.01 compared to $1.11 for the comparable period in 2001.

Net income includes a provision for income tax expense at an effective rate of approximately 36.6% for 2002. This compares to 37.1%, for the comparable period in 2001.

Outlook

On December 16, 2003, we announced our 2004 financial outlook. In that announcement, we stated that revenue expectations for our communication services segment had been reduced by $30.0 to $35.0 million due to the anticipated reduction of services for a significant client. This reduction in service is expected to begin after the end of the first quarter and transition through the end of the third quarter. This reduction in service was the result of the client’s decision to discontinue outsourcing their CRM solutions. While the magnitude of this client’s decision is unusual, it is an example of the potential variability of our revenue and cash flow. Periodically we do lose clients due to a variety of reasons including: competition, mergers, bankruptcies, pricing pressures and client’s decision to discontinue outsourcing CRM solutions.

We continue to experience pricing pressure from clients. In response to our clients’ demands, we have expanded our foreign customer contact centers to take advantage of lower labor costs. While consolidated workstation capacity declined in 2003, three foreign customer contact centers under our management were opened in 2003, increasing foreign capacity over 100%. We also opened a customer contact center in the Philippines in February 2004. The market pressure to lower prices and the trend to expand foreign operations is likely to continue for the foreseeable future. In response to these pricing pressures, we developed a home agent solution, which we began offering in early 2003. The home agent solution allows agents to work from their homes. The home agent solution provides us access to a greater pool of potential agents and the reduced infrastructure required for this solution provides attractive pricing alternatives for our clients. At December 31, 2003, we had approximately 500 home agents, which is the equivalent of an average-sized inbound contact center.

Liquidity and Capital Resources

Our primary source of liquidity has been cash flow from operations, supplemented by proceeds from notes payable, capital leases and borrowings under our revolving bank line of credit.

Two bank credit facilities were established in 2003, which are described below. The acquisition of InterCall closed on May 9, 2003 and was funded with cash and borrowings on the two bank credit facilities. The first facility is a $200.0 million four-year term loan. The second facility is a revolving credit facility that initially had aggregate borrowing capacity of up to $125.0 million. In January 2004, the revolving credit facility

was amended to increase the aggregate borrowing capacity to $250.0 million. At December 31, 2003, $32.0 million was outstanding on the revolving credit facility.

Both facilities bear interest at a variable rate over a selected LIBOR based on our leverage, which adjusts quarterly in 25 basis point increments. The effective annual interest rate, inclusive of debt amortization costs, on the term loan since the debt was acquired through December 31, 2003, was 3.20%. The weighted average contractual rate on the term loan at December 31, 2003 was 2.50%. The average daily outstanding balance of the revolving credit facility since the debt was acquired through December 31, 2003, was $31.8 million. The effective annual interest rate, inclusive of debt amortization costs, on the revolving credit facility since the debt was acquired through December 31, 2003, was 2.87%. The commitment fee rate on the unused revolving credit facility at December 31, 2003, was 0.30%. The facilities bear interest at a minimum of 100 basis points over the selected LIBOR and a maximum of 200 basis points over the selected LIBOR. At December 31, 2003, the contractual interest rate was 125 basis points over LIBOR.

The facilities are secured by the capital stock of all our material subsidiaries. All our obligations under the facilities are unconditionally guaranteed by all our material domestic subsidiaries. The facilities contain various financial covenants, which include a consolidated leverage ratio of funded debt to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) which may not exceed 2.0 to 1.0 and a consolidated fixed charge coverage ratio of adjusted EBITDA to the sum of consolidated interest expense, scheduled funded debt payments, scheduled payments on acquisition earn-out obligations and income taxes paid, which must exceed 1.2 to 1.0. Both ratios are measured on a rolling four-quarter basis. We were in compliance with the financial covenants at December 31, 2003.

On January 22, 2004, we amended these credit arrangements to increase the aggregate borrowing capacity under the revolving credit facility to $250.0 million. This increased the unused and available portion of the revolving credit facility from $93.0 million at December 31, 2003 to $218.0 million.

Net cash flow from operating activities increased $74.8 million, or 63.9%, to $191.9 million for 2003, compared to net cash flow from operating activities of $117.1 million for 2002. The increase was due primarily to an increase in net income, depreciation and amortization and other non-cash liabilities and accrued expenses. This increase was partially offset by a decrease in the provision for bad debts and accounts payable.

Net cash flow used in investing activities was $475.5 million for 2003, compared to $122.7 million for the comparable period of 2002. The increase in cash flow used in investing activities of $424.6 million was primarily due to the acquisitions of InterCall and ConferenceCall.com, net of cash received of $16.9 million. We also invested $46.3 million in capital expenditures in 2003, and $8.7 million in a licensing agreement. This compares to the $60.0 million we invested during the same period in 2002. The 2002 capital expenditures were financed by $16.1 million of capital lease obligations and the remaining $43.9 million was funded through cash flow from operations. We did not utilize any new capital lease financing in 2003. We project our capital expenditures during 2004 to be approximately $60.0 to $70.0 million, primarily for new facilities, equipment and technology upgrades at existing facilities.

Net cash flow from financing activities was $171.0 million for 2003, compared to net cash flow used in financing activities of $8.0 million for the comparable period of 2002. During 2003, net cash flow from financing activities consisted primarily of proceeds of $200.0 million from the term loan and net proceeds of $32.0 million from the revolving credit facilities noted above. The cash flow from financing activities was partially offset by payments of debt, and capital lease obligations as well as debt issuance costs for the term loan and revolving credit facilities. These payments were $69.6 million during 2003 compared to $20.5 million for the comparable period of 2002. Proceeds from our stock-based employee benefit programs, including related tax benefits, were $13.2 million during 2003 and $12.5 million during 2002.

Days sales outstanding, a key performance indicator we utilize to monitor the accounts receivable average collection period and assess overall collection risk was 49 days at December 31, 2003, and ranged from 48 to 52 days during the year. At December 31, 2002, the days sales outstanding was also 49 days and ranged from 49 to 55 days during the year.

Contractual Obligations

As described in “Financial Statements and Supplementary Data,” we have contractual obligations that may affect our financial condition. However, based on management’s assessment of the underlying provisions and circumstances of our material contractual obligations, there is no known trend, demand, commitment, event or uncertainty that is reasonably likely to occur which would have a material effect on our financial condition or results of operations.

The following table summarizes our contractual obligations at December 31, 2003 (dollars in thousands):


Contractual			Less than						After
Obligations	Total		1 Year		1 - 3 Years		4 - 5 Years		5 Years

Long-term debt	$	160,000	$	22,500	$	105,000	$	32,500	$	—
Revolving credit facility		32,000		—		—		32,000		—
Operating leases		60,736		16,242		24,947		10,726		8,821
Purchase obligations*		9,786		9,786		—		—		—
Acquisition earnout commitments**		23,670		7,170		10,750		5,750		—

Total contractual cash obligations	$	286,192	$	55,698	$	140,697	$	80,976	$	8,821


	*	Represents future obligations for capital and expense projects that are in progress or are committed.


**	Represents the minimum amounts payable. If all earnout conditions were fully satisfied, an additional $33.5 million would be payable over the next 1-4 years.

Capital Expenditures

Our operations continue to require significant capital expenditures for technology, capacity expansion and upgrades. Capital expenditures were $46.3 million for the year ended December 31, 2003, which were entirely funded through operations. Capital expenditures were $60.0 million for the year ended December 31, 2002, in which, $43.9 million of these expenditures were funded from operations and the remaining $16.1 million of expenditures were financed using capital leases. Capital expenditures for the year ended December 31, 2003 consisted primarily of equipment purchases, the cost of a new call center in Canada and upgrades at existing facilities. We also invested $8.7 million in a licensing agreement in 2003. We currently project our capital expenditures for 2004 to be approximately $60.0 to $70.0 million primarily for capacity expansion and upgrades at existing facilities and the addition of one customer contact center in the first half of 2004.

We believe that the cash flows from operations, together with existing cash and cash equivalents, financing through capital or operating leases, and available borrowings under our credit facilities will be adequate to meet its capital requirements for at least the next 12 months. Our two credit facilities, discussed above, include covenants which allow us the flexibility to issue additional indebtedness that is pari passu with or subordinated to the existing credit facilities in an aggregate principal amount not to exceed $300.0 million, allow us to incur capital lease indebtedness in an aggregate principal amount not to exceed $25.0 million and allow us to incur accounts receivable securitization indebtedness in an aggregate principal amount not to exceed $100.0 million without requesting a waiver from the lender. We may pledge additional property or assets or assets any of our subsidiaries, which are not already pledged as collateral securing existing credit facilities or any of our affiliates. We or any of our affiliates may be required to guarantee any existing or additional credit facilities.

Off-Balance Sheet Arrangements

Variable Interest Entities (an interpretation of ARB No. 51) (“FIN 46”). In addition, the development company partially utilized recourse capital to fund the acquisition of the buildings. The terms of the lease call for an initial lease term of five years with three renewal options of five years each subject to mutual agreement of the parties. The lease facility bears interest at a variable rate over a selected LIBOR, which resulted in an annual effective interest rate of 2.42% at December 31, 2003. We may, at any time, elect to exercise a purchase option of approximately $10.1 million for the San Antonio building and approximately $30.3 million for the Omaha building. If we elect not to purchase either building or renew either lease, the buildings would be returned to the lessee for remarketing. We have guaranteed a residual value of 85% to the lessor upon the sale of each building.

In December 2003, we established, through Attention, a $20.0 million revolving financing facility with a third-party specialty lender and capitalized a consolidated special purpose entity (“SPE”) for the sole purpose of purchasing defaulted accounts receivable portfolios. These assets will be purchased by Attention, transferred to the SPE and sold to a non-consolidated special purpose entity (“QSPE”). The QSPE will be funded through an interest-bearing note issued to the third-party specialty lender for 80% of each purchase and a 20% investment from us for each purchase. The note to the third-party lender is collateralized by the assets of the QSPE. In addition, we pledged our interest in the QSPE to the third-party lender to the extent cash flows generated by the portfolios cannot repay amounts owed for interest and principle due to the third party lender.

Attention will perform collection services on the receivable portfolio for a fee, recognized when earned. The SPE and the third party lender will also be entitled to a portion of the profits of the QSPE to the extent cash flows from collections are greater than amounts owed by the QSPE, after repayment of all servicing fees. On December 31, 2003, the SPE has a note receivable from the QSPE for $297,000. The note receivable will be evaluated for collectibility on a quarterly basis. Also, on December 31, 2003, $1.2 million of the $20.0 million revolving financing facility had been utilized.

In December 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation (“FIN”) No. 46, Consolidation of Variable Interest Entities (Revised) but as QSPE’s are excluded from the scope of FIN 46, we do not expect this interpretation to affect the way we account for this arrangement.

We account for this transaction as a sale, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities, and recognize a servicing asset or liability at the time of sale, as necessary, based on the fair value of the servicing fee for each portfolio. We have no ownership interest in the third party lender.

Inflation

We do not believe that inflation has had a material effect on our results of operations. However, there can be no assurance that our business will not be affected by inflation in the future.

Critical Accounting Policies

The process of preparing financial statements requires the use of estimates on the part of management. The estimates used by management are based on our historical experiences combined with management’s understanding of current facts and circumstances. Certain of our accounting policies are considered critical as they are both important to the portrayal of our financial condition and results and require significant or complex judgment on the part of management. We believe the following represent our critical accounting policies as contemplated by Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies.”

Revenue Recognition. The communication services segment recognizes revenue for customer-initiated, agent based services, including order processing, customer acquisition, customer retention and customer care in the month that calls are answered by an agent based on the number of calls and/or minutes received and processed on behalf of clients. For agent based services that we initiate including order processing, customer acquisition, customer retention and customer care, revenue is recognized on an hourly basis or on a success rate basis in the month that we place calls to consumers on behalf of clients. Revenue for accounts receivable

management services is recognized in the month collection payments are received based upon a percentage of cash collected or other agreed upon contractual parameters. Automated services revenue is recognized in the month that the calls are received or sent by automated voice response units and is billed based on call duration. The conferencing services segment recognizes revenue when services are provided and generally consists of per-minute charges. Revenues are reported net of any volume or special discounts.

Allowance for Doubtful Accounts and Notes Receivable. Our allowance for doubtful accounts reflects reserves for receivables to reduce receivables to amounts expected to be collected. Management uses significant judgment in estimating uncollectible amounts. In estimating uncollectible amounts, management considers factors such as overall economic conditions, industry-specific economic conditions, historical customer performance and anticipated customer performance. While management believes the processes effectively address our exposure to doubtful accounts, changes in the economy, industry or specific customer conditions may require adjustment to the allowance for doubtful accounts recorded.

Goodwill and Other Intangible Assets. As a result of five acquisitions made during 2003 and 2002, our recorded goodwill as of December 31, 2003 was $452.8 million and the recorded value of other intangible assets as of December 31, 2003 was $97.6 million. Two matters arise with respect to these assets that require significant management estimates and judgment: 1) the valuation in connection with the initial purchase price allocation and 2) the ongoing evaluation of goodwill and other intangible assets for impairment. In connection with these acquisitions, a third-party valuation was performed to determine the purchase price allocation between goodwill and other intangible assets. The purchase price allocation process requires estimates and judgments as to certain expectations and business strategies. If the actual results differ from the assumptions and judgments made, the amounts recorded in the consolidated financial statements could result in a possible impairment of the intangible assets and goodwill or require acceleration in amortization expense. In addition, SFAS No. 142 Goodwill and Other Intangible Assets, requires that goodwill be tested annually using a two-step process. The first step is to identify a potential impairment. The second step measures the amount of the impairment loss, if any. Any changes in key assumptions about the businesses and their prospects, or changes in market conditions or other externalities, could result in an impairment charge and such a charge could have a material effect on our financial condition and results of operations.

Stock Options. Our employees are periodically granted stock options by the Compensation Committee of the Board of Directors. As allowed under generally accepted accounting principles in the United States of America (“GAAP”), we do not record any compensation expense on the income statement with respect to options granted to employees. Alternatively, under GAAP, we could have recorded a compensation expense based on the fair value of employee stock options. As described in Note 1 in the Consolidated Financial Statements, had we recorded a fair value-based compensation expense for stock options, diluted earnings per share would have been $0.04 to $0.20 less than what we reported for 2003, 2002 and 2001.

Income Taxes. We account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes,” which requires that deferred tax assets and liabilities be recognized using enacted rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities in the multiple taxing jurisdictions which we operate within. Future tax law changes may require adjustment to our existing tax assets and liabilities.

Risk Factors

An investment in our common stock involves risks. You should carefully consider the following risks before making an investment decision. If any of these risks occurs, our business, financial condition, liquidity and results of operations could be seriously harmed, in which case the price of our common stock could decline and you could lose all or a part of your investment.


	*We face risks in connection with completed or potential acquisitions.*

Our growth has been enhanced through acquisitions of other businesses. We continue to pursue strategic acquisitions. If we are unable to make appropriate acquisitions on reasonable terms it may be difficult for us to achieve the same level of growth as historically achieved.

In addition, when considering an acquisition, we determine whether such acquisition will allow us to achieve certain objectives including: operational synergies, reduced costs and expenses, increased revenues, additional clients, increased market share, new products and capabilities. To the extent that we are unable to achieve our planned objectives from an acquisition, this may affect our growth rate.


	*We are subject to extensive regulation that could limit or restrict our activities and impose financial requirements or limitations on the conduct of our business.*

The United States Congress, FCC, FTC and various states have promulgated and enacted rules and laws that govern the methods and processes of making and completing telephone solicitations and sales and the collection of consumer debt. We believe that our operating procedures currently comply in all material respects with presently effective provisions of these rules and laws. There can be no assurance, however, that we would not be subject to agency or state proceedings alleging violation of such rules and laws. Future rules and laws may require us to modify our operations or service offerings in order to effectively meet our clients’ service requirements, and there can be no assurance that additional regulations would not limit our activities or significantly increase the cost of regulatory compliance. For further discussion of regulatory issues, see Item 1 Business — “Government Regulations.”

Even if we comply with the rules and laws, the restrictions imposed by such regulations may generally adversely impact our business. Our clients may reduce the volume of business they outsource. Regulations regarding the use of technology, such as restrictions on automated dialers or the required transmittal of caller-identification information, may further reduce the efficiency or effectiveness of our operations. However, we cannot predict the impact state and federal regulations may have on our business or whether such impact may adversely affect or limit our operations. Our clients are also subject to varying degrees of government regulation, particularly in the telecommunications, insurance and financial services industries. We may be subject to a variety of enforcement or private actions for non-compliance or our clients’ non-compliance with such regulations. There is increasing Federal and state interest in privacy protection, some aspects of which could impose additional regulatory pressure on the business of our clients and, less directly, on our business. Such pressures could impact our business if it has the effect of reducing the demand for our services or exposes us to potential liability.


	*We cannot be certain that we will be able to compete successfully in our highly competitive industries.*

We face significant competition in our markets and expect this competition will intensify. The principal competitive factors in our industries are technological expertise, service quality, sales and marketing skills, the ability to develop and implement customized products and services and the cost of services. In addition, we believe there has been an industry trend to move agent-based operations towards offshore sites. Such movement could result in excess capacity in the United States where most of our current capacity exists. The trend towards international expansion by foreign and domestic competitors and continuous technological changes may bring new and different competitors into our markets and may erode profits because of reduced prices. Our competitors’ products and services and pricing practices, as well as the timing and circumstances of the entry of additional competitors into our markets may harm our business.

Our communication services segment’s business and growth depends in large part on the industry trend toward outsourcing CRM solutions and services. There can be no assurance that this trend will continue, as organizations may elect to perform such services themselves. A significant change in this trend could seriously harm our business, financial condition, results of operations and cash flows. Additionally, there can be no assurance that our cross-selling efforts will cause clients to purchase additional services from us or adopt a single-source outsourcing approach.


	*Our operating results may be harmed if we are unable to maximize our call center capacity utilization.*

Our profitability is influenced significantly by our call center capacity utilization. We attempt to maximize utilization. However, we have significantly higher utilization during peak periods. From time to time we assess the expected long-term capacity utilization of our centers. Accordingly, we may, if deemed

necessary, consolidate or close under-performing centers in order to maintain or improve utilization and margins. There can be no assurance that we will be able to achieve or maintain optimal contact center capacity utilization. If we lose one or more significant clients, or if the volume of calls from any such client or clients decline, or if a significant contract is not implemented in the time frame and budget anticipated, our operating results are likely to be harmed unless and until we are able to reduce expenses proportionally or successfully negotiate contracts with new clients to generate additional revenues at a comparable level.


	*Increases in the cost of telephone and data services or significant interruptions in such services could seriously harm our business.*

We depend on telephone and data service provided by various local and long distance telephone companies. Because of this dependence, any change to the telecommunications market that would disrupt these services or limit our ability to obtain services or favorable rates could harm our business. We have taken steps to mitigate our exposure to the risks associated with rate fluctuations and service disruption by entering into long-term contracts. There is no obligation, however, for these vendors to renew their contracts with us or to offer the same or lower rates in the future, and such contracts are subject to termination or modification for various reasons outside of our control. A significant increase in the cost of telephone services that is not recoverable through an increase in the price of our services, or any significant interruption in telephone services, could seriously harm our business.


	*Our inability to continue to attract and retain a sufficient number of qualified employees could seriously harm our business.*

The CRM industry is very labor intensive and experiences high personnel turnover. Many of our employees receive modest hourly wages and, although we employ a significant number of full-time employees, many are nevertheless employed on a part-time basis. Some of our operations require specially trained employees. Growth in our business will require us to recruit and train qualified personnel at an accelerated rate from time to time. There can be no assurance that we will be able to continue to hire, train and retain a sufficient labor force of qualified employees. A significant portion of our costs consists of wages to hourly workers. An increase in hourly wages, costs of employee benefits or employment taxes could seriously harm our business.


	Because we have operations in countries outside of the United States, we may be subject to political, economic and other conditions affecting such countries that could result in increased operating expenses and regulation on our business.

We operate or rely upon businesses in numerous countries outside the United States. We may expand into additional countries and regions. There are risks inherent in conducting business internationally, including: exposure to currency fluctuations, longer payment cycles, greater difficulties in accounts receivable collection, uncertainty regarding intellectual property protection, difficulties in complying with a variety of foreign laws, unexpected changes in regulatory requirements, difficulties in staffing and managing foreign operations, political instability and potentially adverse tax consequences. There can be no assurance that one or more of such factors will harm our business.


	*The loss of one or more key clients would result in the loss of net revenues.*

In 2003, 2002 and 2001, our largest 100 clients represented 77%, 89% and 86% of total revenue. We had one customer, AT&T, who accounted for 15% of total revenue in 2003 and 19% and 21% of total revenue in 2002 and 2001, respectively. These percentages do not include the former Wireless and Broadband units of AT&T, which AT&T divested in 2002. Our loss of, or the failure to retain a significant amount of business from AT&T or any of our other significant clients could seriously harm our business, financial condition, results of operations and cash flows. Many of our contracts are cancelable by the client at any time or on short-term notice, and clients may unilaterally reduce their use of our services under these contracts without penalty. Thus, our contracts with our clients do not ensure that we will generate a minimum level of revenue.

We serve clients and industries that have experienced a significant level of consolidation in recent years. We cannot assure that additional consolidating transactions will not occur in which our clients acquire additional businesses or are acquired. The loss of any current significant client resulting from consolidation activity could seriously harm our business.


	*We are exposed to the risks that third parties may violate our proprietary rights and our intellectual property rights may not be well protected in foreign countries.*

Third parties may infringe or misappropriate our patents, trademarks, trade names, trade secrets or other intellectual property rights, which could seriously harm our business, financial condition, operating results or cash flows. The actions we take to protect our intellectual property may not be adequate. Litigation may be necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. We cannot assure you that we will be able to prevent infringement of our intellectual property rights or misappropriation of our proprietary information. Any infringement or misappropriation could harm any competitive advantage we currently derive or may derive from our proprietary rights. In addition, third parties may assert infringement claims against us. Any claims and any resulting litigation could subject us to significant liability for damages. An adverse determination in any litigation of this type could require us to design around a third party’s patent or to license alternative technology from another party. In addition, litigation is time-consuming and expensive to defend and could result in the diversion of our time and resources. Any claims from third parties may also result in limitations on our ability to use the intellectual property subject to these claims.


	*Our networks are exposed to the risks of software failure.*

The software that we have purchased and developed to provide our products and services may contain undetected errors. Although we generally engage in extensive testing of our software prior to introducing the software onto any of our networks and/or product equipment, errors may be found in the software after the software goes into use. Any of these errors may result in partial or total failure of our networks, additional and unexpected expenses to fund further product development or to add programming personnel to complete a development project, and loss of revenue because of the inability of clients to use our service or the cancellation of services by significant customers.


	*Our clients may be affected by rapid technological change and systems availability. We may be unable to introduce solutions on a timely basis.*

We have invested in sophisticated and specialized computer and telephone technology. Our business relies on this technology to provide customized solutions to meet our client’s needs. We anticipate that it will be necessary to continue to select, invest in and develop new and enhanced technology on a timely basis in the future in order to maintain competitiveness. Our future success will depend in part on our ability to continue to develop technology solutions which keep pace with evolving industry standards and changing client demands. Our products and services are dependent upon our ability to protect the equipment and data at our facilities against damage that may be caused by fire, power loss, technical failures, unauthorized intrusion, natural disasters, sabotage and other similar events. Despite taking a variety of precautions, we have experienced downtime in our infrastructure from time to time and we may experience downtime in the future. These types of service interruptions could result in the loss of significant clients and revenue. We take substantial precautions to protect ourselves and our customers from events that could interrupt delivery of our services. These precautions include physical security systems, uninterruptible power supplies, on-site power generators, upgraded backup hardware, fire protection systems and other contingency plans. We also maintain business interruption insurance.


	*The market price of our common stock may be volatile.*

The market price of our Common Shares has fluctuated over a wide range during the past several years and may continue to do so in the future. The market price of the Common Shares could be subject to significant fluctuations in response to various factors or events, including among other things, the depth and

liquidity of the trading market of the Common Shares, quarterly variations in actual liquidity of the trading market of the Common Shares, quarterly variations in actual and anticipated operating results, growth rates, changes in estimates by analysts, change of analyst coverage, market conditions in the industries in which we compete, announcements by competitors, the loss of a significant client or a significant change in our relationships with a significant client, regulatory actions, litigation, including class action litigation, and general economic conditions.


	We could be subject to class action litigation due to stock price volatility, which would distract management, result in substantial costs and could result in significant judgments against us.

In the past, securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We may be the target of similar litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources, which could cause serious harm to our business, financial condition and results of operations.


	*Gary and Mary West can exercise significant control over us.*

Gary West, our Chairman, and Mary West, our Vice Chair of the Board of Directors, beneficially own approximately 68% of our outstanding common stock. As a result, Mr. and Mrs. West can exercise significant control over the outcome of substantially all matters requiring action by our stockholders. Mr. and Mrs. West can demand registration of their shares, which may have a material affect on the stock price volatility.


	*Terrorist acts and acts of war may seriously harm our business and revenues, costs and expenses and financial condition.*

The risks of war and potential terrorist attacks on our operations cannot be estimated. However, we believe war and terrorist attacks could disrupt our operations. For example the agent-based business may experience significant reductions in call volume during the initial phases of any significant event, and the conferencing business may experience significant increases in call volume.


	Pending and future litigation may divert management time and attention and result in substantial costs of defense damages or settlement, which would seriously harm our business, financial condition, results of operations and cash flows.

We face uncertainties relating to the pending litigation described in “Item 3. Legal Proceedings.” We also cannot predict whether any other material suits, claims, or investigations may arise in the future based on the same claims as those described in “Item 3. Legal Proceedings” or other claims that may arise in the ordinary course of business. Regardless of the outcome of any of these lawsuits or any future actions, claims, or investigations relating to the same or any other subject matter, we may incur substantial defense costs and such actions may cause a diversion of management time and attention. Also, it is possible that we may be required to pay substantial damages or settlement costs which could seriously harm our business, financial condition, results of operations and cash flows.


Item 7A.	*Quantitative and Qualitative Disclosures About Market Risk*

Market Risk Management

Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and changes in the market value of investments.

Interest Rate Risk

As of December 31, 2003, we had $160.0 million of long-term obligations, $40.4 million of a synthetic lease obligation and had outstanding $32.0 million under our revolving credit facility. The long-term obligations consisted of a $160.0 million variable rate term loan. The revolving credit facility and the synthetic lease obligation also bear interest at a variable rate.

The acquisition of InterCall closed on May 9, 2003 and was funded with cash and the two bank credit facilities. The first facility is a $200.0 million four-year term loan. The second facility is a revolving credit facility of up to $250.0 million. Both facilities bear interest at a variable rate over a selected LIBOR based on our leverage, which adjusts quarterly in 25 basis point increments. The effective annual interest rate, inclusive of debt amortization costs, on the term loan for period from May 9, 2003 through December 31, 2003, was 3.20%. The weighted average contractual rate on the term loan at December 31, 2003 was 2.50%. The average daily outstanding balance of the revolving credit facility during the period from May 9, 2003 through December 31, 2003, was $31.8 million. The effective annual interest rate, inclusive of debt amortization costs, on the revolving credit facility for the period from May 9, 2003 through December 31, 2003 was 2.87%. The commitment fee rate on the unused revolving credit facility at December 31, 2003, was 0.30%. The facilities bear interest at a minimum of 100 basis points over the selected LIBOR and a maximum of 200 basis points over the selected LIBOR. At December 31, 2003 the contractual interest rate was 125 basis points over the selected LIBOR. Based on our obligation under these facilities at December 31, 2003, a 50 basis point change would increase or decrease annual interest expense by approximately $960,000.

We are party to a synthetic lease agreement that had an outstanding balance of $40.4 million at December 31, 2003. The synthetic lease has interest terms similar to that of the term and revolving credit facility and bears interest at a variable rate over a selected LIBOR based on our leverage, which adjusts quarterly in 25 basis point increments. The weighted average annual interest rate at December 31, 2003 was 2.42%. The lease bears interest at a minimum of 100 basis points over the selected LIBOR and a maximum of 200 basis points over the selected LIBOR. Based on our obligation under this synthetic lease at December 31, 2003, a 50 basis point change would increase or decrease annual interest expense by approximately $202,000.

We do not believe that changes in future interest rates on these variable rate obligations would have a material effect on our financial position, results of operations, or cash flows. We have not hedged our exposure to interest rate fluctuations.

Foreign Currency Risk

On December 31, 2003, the communication services segment had no material revenue or assets outside the United States. The communication services segment contract for workstation capacity in Mumbai, India is denominated in U.S. dollars. The contact center is receiving or initiating calls only from or to customers in North America. We have no ownership of the personnel or assets at this foreign location. The facility in Victoria, British Columbia, which began taking calls in April 2003, and Jamaica, which began taking calls in October 2003, operate under revenue contracts denominated in U.S. dollars. These contact centers are receiving calls only from customers in the United States. Prior to this, the Jamaica facility was operated under a contract similar in terms as the Mumbai location.

In addition to the United States, the conferencing services segment operates facilities in the United Kingdom, Canada, Singapore, Australia, Hong Kong and New Zealand. Revenues and expenses from these foreign operations are typically denominated in local currency, thereby creating exposure to changes in exchange rates. Changes in exchange rates may positively or negatively affect our revenues and net income attributed to these subsidiaries. For 2003, revenues and assets from non-U.S. countries were less than 10% of consolidated revenues and assets. We do not believe that changes in future exchange rates would have a material effect on our financial position, results of operations, or cash flows. We have not entered into forward exchange or option contracts for transactions denominated in foreign currency to hedge against foreign currency risk.

Investment Risk

We do not use derivative financial or commodity instruments. Our financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable and long-term obligations. Our cash and cash equivalents, accounts receivable and accounts payable balances are short-term in nature and do not expose us to material investment risk.


Item 8.	*Financial Statements and Supplementary Data*

The information called for by this item is incorporated from our Consolidated Financial Statements and Notes thereto set forth on pages F-1 through F-22.


Item 9.	*Changes in and Disagreements with Accountants on Accounting and Financial Disclosure*

None.


Item 9A.	*Controls and Procedures*

Evaluation of disclosure controls and procedures. Our management team continues to review our internal controls and procedures and the effectiveness of those controls. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Executive Vice President — Chief Financial Officer and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Executive Vice President — Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic Securities and Exchange Commission filings.

Changes in internal control over financial reporting. There were no significant changes in our internal control over financial reporting or in other factors during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting except for the addition of InterCall internal control systems as a result of the May 9, acquisition. No corrective actions were required or taken.

PART III


Item 10.	*Directors and Executive Officers of the Registrant*

The information required by Item 10 is incorporated by reference from our definitive proxy statement for the 2004 annual meeting of stockholders to be held on May 13, 2004.

Our Code of Ethical Business Conduct is located on our website at www.west.com under Investor Relations.


Item 11.	*Executive Compensation*

The information required by Item 11 is incorporated by reference from our definitive proxy statement for the 2004 annual meeting of stockholders to be held on May 13, 2004.


Item 12.	*Security Ownership of Certain Beneficial Owners and Management*

The information required by Item 12 is incorporated by reference from our definitive proxy statement for the 2004 annual meeting of stockholders to be held on May 13, 2004.


Item 13.	*Certain Relationships and Related Transactions*

The information required by Item 13 is incorporated by reference from our definitive proxy statement for the 2004 annual meeting of stockholders to be held on May 13, 2004.


Item 14.	*Principal Accounting Fees and Services*

The information required by Item 14 is incorporated by reference from our definitive proxy statement for the 2004 annual meeting of stockholders to be held on May 13, 2004.

PART IV


Item 15.	*Exhibits, Financial Statement Schedules, and Reports on Form 8-K*


(a) Documents filed as a part of the report:

(1) Financial Statements:
	Independent Auditors’ Report	F-1
	Consolidated statements of operations for the years ended December 31, 2003, 2002 and 2001	F-2
	Consolidated balance sheets as of December 31, 2003 and 2002	F-3
	Consolidated statements of cash flows for the years ended December 31, 2003, 2002 and 2001	F-4
	Consolidated statements of stockholders’ equity for the years ended December 31, 2003, 2002 and 2001	F-5
	Notes to the Consolidated Financial Statements	F-6
(2) Financial Statement Schedules:
	Independent Auditors’ Report	S-1
	Schedule II (Consolidated valuation accounts for the three years ended December 31, 2003)	S-2
(3) Exhibits

Exhibits identified in parentheses below, on file with the SEC, are incorporated by reference into this report.


Exhibit
Number		Description

	2.01	Purchase Agreement, dated as of July 23, 2002, by and among the Company, Attention, LLC, the sellers and the sellers’ representative named therein (incorporated by reference to Exhibit 2.1 to Form 8-K dated August 2, 2002)
	2.02	Agreement and Plan of Merger, dated as of March 27, 2003, by and among West Corporation, Dialing Acquisition Corp., ITC Holding Company, Inc. and, for purposes of Sections 3.6, 4.1 and 8.13 and Articles 11 and 12 only, the Stockholder Representative (incorporated by reference to Exhibit 2.1 to Form 8-K dated April 1, 2003)
	3.01	Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 99.02 to Form 8-K dated December 29, 2001)
	3.02	Restated By-Laws of the Company (incorporated by reference to Exhibit 3.01 to Form 10-Q dated November 4, 2002)
	10.01	Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.01 to Registration Statement under Form S-1 (Amendment No. 1) dated November 12, 1996, File No. 333-13991)
	10.02	Amended and Restated 1996 Stock Incentive Plan
	10.03	Employment Agreement between the Company and Thomas B. Barker dated January 1, 1999, as amended December 2, 2003
	10.04	Employment Agreement between the Company and Paul M. Mendlik dated November 4, 2002, as amended December 1, 2003
	10.05	Stock Redemption Agreement, dated April 9, 1996, by and among John W. Erwin, Gary L. West, Mary E. West and Troy L. Eaden (incorporated by reference to Exhibit 10.11 to Registration Statement under Form S-1 (Amendment No. 1) dated November 12, 1996, File No. 333-13991)
	10.06	Assignment and Assumption Agreement, dated as of November 12, 1996, by and among Gary L. West, Mary E. West, Troy L. Eaden and the Company (incorporated by reference to Exhibit 10.12 to Registration Statement under Form S-1 (Amendment No. 2) dated November 21, 1996, File No. 333-13991)


Exhibit
Number		Description

	10.07	Lease, dated September 1, 1994, by and between West Telemarketing Corporation and 99-Maple Partnership, amended December 10, 2003
	10.08	Employment Agreement between the Company and Nancee R. Berger, dated January 1, 1999, as amended December 2, 2003
	10.09	Amended and Restated Employee Stock Purchase Plan
	10.10	Employment Agreement between the Company and Mark V. Lavin dated July 1, 1999, as amended January 5, 2004
	10.11	Employment Agreement between the Company and Steven M. Stangl dated January 1, 1999, as amended January 5, 2004
	10.12	Employment Agreement between the Company and Michael M. Sturgeon, dated January 1, 1999, as amended January 5, 2004
	10.13	Employment Agreement between the Company and Jon R. (Skip) Hanson, dated October 4, 1999, as amended January 5, 2004
	10.14	Employment Agreement between West Direct, Inc. and Todd B. Strubbe, dated July 30, 2001, as amended January 5, 2004
	10.15	Employment Agreement between the Company and Michael E. Mazour, dated January 9, 2004
	10.16	Restricted Stock Agreement between the Company and Paul M. Mendlik dated September 12, 2002 (incorporated by reference to Exhibit 10.02 to Form 10-Q dated November 4, 2002)
	10.17	Amended and Restated Nonqualified Deferred Compensation Plan
	10.18	Employment Agreement between the Company and Joseph Scott Etzler, dated May 7, 2003, as amended January 1, 2004
	10.19	Credit Agreement, dated May 9, 2003, among the Company and Wachovia Bank National Association as Administrative Agent and the banks named therein
	10.20	First amendment to the Credit Agreement, dated October 31, 2003 among the Company and Wachovia Bank National Association as Administrative Agent and the banks named therein
	10.21	Second amendment to the Credit Agreement, dated January 22, 2004 among the Company and Wachovia Bank National Association as Administrative Agent and the banks named therein
	10.22	Participation Agreement, dated May 9, 2003, among West Facilities Corporation, Wachovia Development Corporation and Wachovia Bank, National Association as Agent for the Secured Parties and the banks named therein
	10.23	First amendment to the Participation Agreement, dated October 31, 2003, among West Facilities Corporation, Wachovia Development Corporation and Wachovia Bank, National Association as Agent for the Secured Parties and the banks named therein
	10.24	Second amendment to the Participation Agreement, dated January 22, 2004, among West Facilities Corporation, Wachovia Development Corporation and Wachovia Bank, National Association as Agent for the Secured Parties and the banks named therein
	21.01	Subsidiaries
	23.01	Consent of Deloitte & Touche LLP
	31.01	Certification pursuant to 18 U.S.C. section 7241 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
	31.02	Certification pursuant to 18 U.S.C. section 7241 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
	32.01	Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
	32.02	Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K.

We filed a Current Report on Form 8-K, dated October 22, 2003, with the Securities and Exchange Commission to disclose our operating results for the quarter ended September 30, 2003.

We filed a Current Report on Form 8-K, dated December 18, 2003, with the Securities and Exchange Commission to disclose our 2004 financial outlook.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	WEST CORPORATION


	By:	/s/ THOMAS B. BARKER



	Thomas B. Barker
	Chief Executive Officer
	(Principal Executive Officer)

March 8, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.



Signatures	Title	Date


/s/ GARY L. WEST Gary L. West	Chairman of the Board and Director	March 8, 2004

/s/ MARY E. WEST Mary E. West	Vice Chair of the Board and Director	March 8, 2004

/s/ THOMAS B. BARKER Thomas B. Barker	Chief Executive Officer and Director (Principal Executive Officer)	March 8, 2004

/s/ PAUL M. MENDLIK Paul M. Mendlik	Executive Vice President — Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	March 8, 2004

/s/ WILLIAM E. FISHER William E. Fisher	Director	March 8, 2004

/s/ GEORGE H. KRAUSS George H. Krauss	Director	March 8, 2004

/s/ GREG T. SLOMA Greg T. Sloma	Director	March 8, 2004

INDEPENDENT AUDITORS’ REPORT

Board of Directors and Stockholders

West Corporation

Omaha, Nebraska

We have audited the accompanying consolidated balance sheets of West Corporation and subsidiaries (the “Company”) as of December 31, 2003 and 2002, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, in 2002 the Company changed its method of accounting for goodwill and other intangible assets in connection with the adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.


	/s/ DELOITTE & TOUCHE LLP

	Deloitte & Touche LLP

Omaha, Nebraska

February 13, 2004

F-1

WEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS



			Years Ended December 31,

			2003			2002			2001


			(Amounts in thousands except
			per share amounts)
REVENUE			$	988,341		$	820,665		$	780,159
COST OF SERVICES				440,260			399,276			398,892
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES				404,972			314,886			260,426

OPERATING INCOME				143,109			106,503			120,841
OTHER INCOME (EXPENSE):
	Interest Income			721			2,828			4,694
	Interest Expense			(5,503	)		(2,419	)		(3,015	)
	Other, net			1,493			1,736			(1,598	)

		Other income (expense)		(3,289	)		2,145			81
INCOME BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST				139,820			108,648			120,922
INCOME TAX EXPENSE				51,779			39,706			44,633
INCOME BEFORE MINORITY INTEREST				88,041			68,942			76,289
MINORITY INTEREST IN NET INCOME OF CONSOLIDATED SUBSIDIARY				165			300			503

NET INCOME			$	87,876		$	68,642		$	75,786

EARNINGS PER COMMON SHARE:
	Basic		$	1.32		$	1.04		$	1.17

	Diluted		$	1.28		$	1.01		$	1.11

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
	Basic common shares			66,495			65,823			64,895
	Dilutive impact of potential common shares from stock options			2,122			2,306			3,235

	Diluted common shares			68,617			68,129			68,130

The accompanying notes are an integral part of these financial statements.

F-2

WEST CORPORATION

CONSOLIDATED BALANCE SHEETS



			December 31,

			2003			2002


			(Amounts in thousands)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	25,563		$	137,927
	Accounts and notes receivable, net			153,428			121,868
	Other current assets			23,423			29,790

		Total current assets		202,414			289,585
PROPERTY AND EQUIPMENT:
	Property and equipment			508,300			427,625
	Accumulated depreciation and amortization			(273,650	)		(213,984	)

		Property and equipment, net		234,650			213,641

GOODWILL				452,848			114,146
INTANGIBLES, net				97,564			35,310
NOTES RECEIVABLE AND OTHER ASSETS				28,387			18,140

TOTAL ASSETS			$	1,015,863		$	670,822

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable		$	19,691		$	16,742
	Accrued expenses			79,430			37,088
	Current maturities of long-term obligations			22,500			12,492

		Total current liabilities		121,621			66,322
LONG-TERM OBLIGATIONS, less current maturities				169,500			17,155
DEFERRED INCOME TAXES				42,626			11,691
OTHER LONG TERM LIABILITIES				25,878			25,131
MINORITY INTEREST				—			931
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS’ EQUITY
	Preferred stock $0.01 par value, 10,000 shares authorized, no shares issued and outstanding
	Common stock $0.01 par value, 200,000 shares authorized, 67,327 shares issued and 67,255 outstanding and 66,228 shares issued and 66,156 outstanding			673			662
	Additional paid-in capital			223,806			204,335
	Retained earnings			436,245			348,369
	Accumulated other comprehensive income			1,031			—
	Treasury stock at cost (72 shares)			(2,697	)		(2,697	)
	Unearned restricted stock (188 and 80 shares)			(2,820	)		(1,077	)

		Total stockholders’ equity		656,238			549,592

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	1,015,863		$	670,822

The accompanying notes are an integral part of these financial statements.

F-3

WEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS



				Years Ended December 31,

				2003			2002			2001


				(Amounts in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			$	87,876		$	68,642		$	75,786
	Adjustments to reconcile net income to net cash flows from operating activities:
		Depreciation			74,882			58,133			47,801
		Amortization			11,584			3,650			2,552
		Provision for bad debts			9,979			24,487			1,857
		Loss on sale of equipment			815			385			305
		Deferred income tax expense (benefit)			(2,492	)		6,502			(486	)
		Minority interest			165			300			503
		Write-off of investment			—			—			3,000
	Changes in operating assets and liabilities, net of business acquisitions:
		Accounts receivable			(4,358	)		(10,513	)		(3,859	)
		Other assets			4,775			(10,469	)		3,784
		Accounts payable			(8,525	)		(13,326	)		1,393
		Other liabilities and accrued expenses			15,991			(6,282	)		(16,976	)
		Customer deposits and holdbacks			1,237			(4,440	)		(13,876	)

			Net cash flows from operating activities		191,929			117,069			101,784

CASH FLOWS FROM INVESTING ACTIVITIES:
	Business acquisitions, net of cash acquired of $16,878, $5,010 and $0				(424,553	)		(80,382	)		—
	Purchase of property and equipment				(46,252	)		(43,911	)		(46,205	)
	Purchase of licensing agreement				(8,700	)		—			—
	Proceeds from disposal of property and equipment				513			897			141
	Proceeds from payments of notes receivable				3,531			711			6,603

		Net cash flows from investing activities			(475,461	)		(122,685	)		(39,461	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from issuance of debt				200,000			—			7,000
	Net change in revolving credit facility				32,000			—			—
	Payments of long-term obligations				(69,647	)		(20,499	)		(25,619	)
	Debt issuance costs				(4,506	)		—			—
	Redemption of preferred stock of subsidiary				—			—			(12,000	)
	Net change in accounts financing and notes payable financing				—			—			129
	Proceeds from stock options exercised including related tax benefits				13,162			12,522			11,574

		Net cash flows from financing activities			171,009			(7,977	)		(18,916	)

	EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS				159			—			—
NET CHANGE IN CASH AND CASH EQUIVALENTS					(112,364	)		(13,593	)		43,407
CASH AND CASH EQUIVALENTS, Beginning of period					137,927			151,520			108,113

CASH AND CASH EQUIVALENTS, End of period				$	25,563		$	137,927		$	151,520

The accompanying notes are an integral part of these financial statements.

F-4

WEST CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


				Additional								Unearned					Total
		Common		Paid-in			Retained		Treasury			Restricted			Comprehensive		Stockholders’
		Stock		Capital			Earnings		Stock			Stock			Income		Equity


		(Amounts in thousands )
BALANCE, December 31, 2000		$	645	$	176,200		$	203,941	$	(2,661	)	$	—		$	—	$	378,125
	Net income							75,786										75,786
	Stock options exercised including related tax benefits (805 shares)		9		15,621													15,630
	Treasury stock (50 shares)									(1,382	)							(1,382	)

BALANCE, December 31, 2001			654		191,821			279,727		(4,043	)		—			—		468,159
	Net income							68,642										68,642
	Stock options exercised including related tax benefits (877 shares)		8		12,514													12,522
	Issuance of restricted stock (80 shares)									1,346			(1,346	)				—
	Amortization of restricted stock												269					269

BALANCE, December 31, 2002			662		204,335			348,369		(2,697	)		(1,077	)		—		549,592
Comprehensive income:
	Net income							87,876										87,876
	Foreign currency translation adjustment, net of tax of $618															1,031		1,031

Total comprehensive income																		88,907
	Stock options exercised including related tax benefits (830 shares) and ESPP shares granted (28 shares)		9		13,153													13,162
	Issuance of common and restricted stock (240 shares)		2		6,590								(2,418	)				4,174
	Amortization of restricted stock				(272	)							675					403

BALANCE, December 31, 2003		$	673	$	223,806		$	436,245	$	(2,697	)	$	(2,820	)	$	1,031	$	656,238

The accompanying notes are an integral part of these financial statements.

F-5

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

1. Summary of Significant Accounting Policies

Business Description. West Corporation is one of the largest independent providers of outsourced communication services and worldwide conferencing services. West enables its clients to outsource a full range of communication services as well as providing audio, video and web conferencing services. We provide services to our clients through two segments, communication services and conferencing services.

Our communication services include both agent and automated services. Our agent services provide clients with a comprehensive portfolio of agent-based services driven by both customer-initiated (inbound) and West-initiated (outbound) transactions. We offer our clients large volume transaction processing capabilities, including order processing, customer acquisition, customer retention, customer care, and accounts receivable management. Our agent services are primarily consumer applications but we also provide business-to-business applications. Our automated services operate over 140,000 Interactive Voice Response ports, which provide large-volume, automated voice response services to clients. Examples of our automated services include secured automated credit card activation, prepaid calling card services, automated product information requests, answers to frequently asked questions, utility power outage reporting and call routing and call transfer services.

Our communication services business operates a network of customer contact centers and automated voice and data processing centers throughout the United States and in Jamaica, India and Canada. Our conferencing services business operates facilities in the United States, the United Kingdom, Canada, Singapore, Australia and New Zealand.

Basis of Consolidation. The consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidated financial statements.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue recognition. The communication services segment recognizes revenue for customer-initiated, agent based services, including order processing, customer acquisition, customer retention and customer care in the month that calls are answered by an agent based on the number of calls and/or minutes received and processed on behalf of clients. For agent-based services that are initiated by us including order processing, customer acquisition, customer retention and customer care, revenue is recognized on an hourly basis or on a success rate basis in the month that we place calls to consumers on behalf of our clients. Revenue for accounts receivable management services is recognized in the month collection payments are received based upon a percentage of cash collected or other agreed upon contractual parameters. Automated services revenue is recognized in the month that the calls are received or sent by automated voice response units and is billed based on call duration.

F-6

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

The conferencing services segment recognizes revenue when services are provided and generally consists of per-minute charges. Revenues are reported net of any volume or special discounts.

Cost of Services. Cost of services includes labor, sales commissions, telephone and other expenses directly related to service activities.

Selling, General and Administrative Expenses. Selling, general and administrative expenses consist of expenses that support the ongoing operation of our business. These expenses include costs related to division management, facilities costs, equipment depreciation and maintenance, amortization of finite lived intangible assets, sales and marketing activities, client support services, bad debt expense and corporate management costs.

Other income (expense). Other income (expense) includes interest income from short-term investments, interest income from customer notes receivable, interest expense from short-term and long-term obligations and rental income.

Cash and Cash Equivalents. For purposes of the consolidated statement of cash flows, we consider short-term investments with original maturities of three months or less at acquisition to be cash equivalents. Included in the December 31, 2003 and 2002 cash balances are restricted cash of $1,602 and $719, respectively, included in trust accounts. This restricted cash represents cash collected on behalf of our clients that has not yet been remitted to them. A corresponding liability is recorded in accounts payable.

Financial Instruments. Cash and cash equivalents, accounts receivable and accounts payable are short-term in nature and the net values at which they are recorded are considered to be reasonable estimates of their fair values. The carrying values of notes receivable, notes payable and long-term obligations are deemed to be reasonable estimates of their fair values. Interest rates that are currently available to us for the reissuance of notes with similar terms and remaining maturities are used to estimate fair values of the notes receivable, notes payable and long-term obligations.

Accounts and Notes Receivable. Short-term accounts and notes receivable from customers are presented net of an allowance for doubtful accounts of $9,131 in 2003 and $5,139 in 2002.

Property and Equipment. Property and equipment are recorded at cost. Depreciation expense is based on the estimated useful lives of the assets or remaining lease terms and is calculated on the straight-line method. Our owned buildings have estimated useful lives of 31 years and the majority of the other assets have estimated useful lives of three to five years.

Goodwill and other Intangible Assets. We adopted SFAS No. 142, Goodwill and Other Intangible Assets beginning on January 1, 2002. SFAS No. 142 provides that goodwill and other intangible assets with indefinite lives will not be amortized, but will be tested for impairment on an annual basis. We have determined that presently goodwill is not impaired and therefore no write-off is necessary. The historical impact of not amortizing goodwill would have resulted in an increase in net income for the year ended December 31, 2001 of $1,684 and an increase in basic earnings per share and diluted earnings per share of $.02 and $.03, respectively.

Notes Receivable and Other Assets. At December 31, 2003 and 2002, long-term notes receivable from customers of $4,737 and $13,562, respectively, are presented net of an allowance for doubtful accounts of $2,077 and $1,000, respectively.

Customer Deposits. We obtain security deposits from certain customers, which are refunded to the customers when we discontinue service to the customers’ programs or when certain credit requirements have been achieved.

F-7

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

Income Taxes. We file a consolidated income tax return. We use an asset and liability approach for the financial reporting of income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Deferred income taxes arise from temporary differences between financial and tax reporting.

Earnings Per Common Share. Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares result from the assumed exercise of outstanding stock options, by application of the treasury stock method, that have a dilutive effect on earnings per share. At December 31, 2003, 2002 and 2001, respectively, 1,387,765; 869,526; and 244,000 stock options were outstanding with an exercise price exceeding the average market value of common stock that were therefore excluded from the computation of shares contingently issuable upon exercise of the options.

Comprehensive Income. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. Currency translation adjustment is our only component of other comprehensive income.

Stock Based Compensation. We account for our stock-based compensation plans under the provisions of Accounting Principles Board Opinion 25, Accounting for Stock Issued to Employees, which utilizes the intrinsic value method. As a result of the exercise price being equal to the market price at the date of grant, we did not recognize compensation expense for the years ended December 31, 2003, 2002 and 2001.

For purposes of the following disclosures, the estimated fair value of the options is amortized over the options’ vesting period. Had our stock option and stock purchase plan been accounted for under SFAS No. 123, Accounting for Stock-Based Compensation; 2003, 2002 and 2001 net income and earnings per share would have been reduced to the following amounts:



		Year Ended December 31,

		2003		2002		2001

Net Income:
	As reported	$	87,876	$	68,642	$	75,786
	Pro forma	$	74,227	$	64,300	$	72,680
Earnings per common share:
	Basic as reported	$	1.32	$	1.04	$	1.17
	Diluted as reported	$	1.28	$	1.01	$	1.11
	Pro forma basic	$	1.12	$	0.98	$	1.12
	Pro forma diluted	$	1.08	$	0.94	$	1.07

The weighted average fair value per share of options granted in 2003, 2002, and 2001 was $16.57, $18.19 and $15.44, respectively. The fair value for options granted under the above described plans was estimated at the date of grant using the Black Scholes pricing model with the following weighted average assumptions:


	2003			2002			2001

Risk-free interest rate		2.2	%		2.2	%		3.9	%
Dividend yield		0.0	%		0.0	%		0.0	%
Expected volatility		105.0	%		120.0	%		85.0	%
Expected life (years)		4.4			4.4			4.3

F-8

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

Minority Interest. On April 1, 2003, we acquired all of the remaining outstanding capital stock of our 87.75% owned subsidiary, West Direct, Inc. (“West Direct”) that we did not already own. As a result, we now own 100% of West Direct. Each share of common stock of West Direct (other than those already held by us) was automatically converted into the right to receive 1.9625 shares of our Common Stock. Holders of outstanding and unexercised options exercisable for shares of common stock of West Direct received options of equivalent value exercisable for 97,143 shares of our Common Stock pursuant to our Restated 1996 Stock Incentive Plan. We accounted for this transaction as a purchase of minority interest. The fair market value of the shares of West Direct common stock was based on the results of an appraisal performed by an independent investment banking firm. The value of the shares of our Common Stock was the average of the highest and lowest prices on the Nasdaq National Market during the day preceding the effective date of the Merger. As a result of this purchase, the minority interest of $1,096 was eliminated, restricted stock of $2,418 was recognized and an additional $3,129 of goodwill was recorded, as the previously recorded minority interest was less than the fair market value of the shares of West Direct common stock received.

Restricted Stock. Restricted stock totaled 187,640 and 80,000 shares at December 31, 2003 and 2002, respectively. At December 31, 2003, there were 64,000 restricted shares related to a compensation agreement with a senior executive officer. These shares carry voting rights; however, sale or transfer of the shares is restricted until the shares vest. The fair value of these restricted shares on the grant date was $16.825 per share or $1,346. These restricted shares vest over five years and will be recognized as compensation expense over that time period. During 2003 and 2002, $403 and $269 was recognized as compensation expense, respectively.

As a result of the West Direct transaction each share of common stock of West Direct (other than those held by us) was automatically converted into the right to receive 1.9625 shares of our Common Stock. The four minority stockholders of West Direct, who are each our executive officers or executive officers of West Direct, received an aggregate of 240,411 shares of our Common Stock in the transaction, of which 139,340 shares were subject to vesting. At December 31, 2003, there were 123,640 shares subject to vesting.

Preferred Stock. Our Board of Directors has the authority, without any further vote or action by the stockholders, to provide for the issuance of up to ten million shares of preferred stock from time to time in one or more series with such designations, rights, preferences and limitations as the Board of Directors may determine, including the consideration received therefore. The Board also has the authority to determine the number of shares comprising each series, dividend rates, redemption provisions, liquidation preferences, sinking fund provisions, conversion rights and voting rights without approval by the holders of common stock.

Reclassifications. Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation.

2. Acquisitions

On May 9, 2003, we acquired ITC Holding Company, Inc., the parent company of InterCall, Inc. (“InterCall”) for $388,261 net of cash received of $13,904. Headquartered in Chicago, Illinois, InterCall was the largest privately held provider of conferencing services in the world. InterCall provides audio, video and web conferencing services that are designed to meet the conferencing needs of a broad range of customers across a diverse range of businesses.

We have preliminarily allocated the excess of the InterCall acquisition cost over the fair value of the assets acquired and liabilities assumed to goodwill, trade names and other intangible assets based on an independent third-party appraiser. Goodwill recognized in this transaction is $298,750 and is not deductible for tax purposes. The amount of other finite and indefinite lived intangible assets recognized in this acquisition were $63,850. The finite lived intangible assets are being amortized over five years based on the estimated

F-9

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

remaining useful lives of the intangible assets. Amortization expense for the InterCall finite lived intangible assets was $5,860 for the period commencing May 9, 2003.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at May 9, 2003. We are in the process of obtaining a third-party valuation of certain intangible assets; thus, the allocation of the purchase price is subject to refinement.


		May 9, 2003

Current assets		$	58,085
Property and equipment			52,059
Intangible assets			63,850
Goodwill			298,750
Non-current assets			1,330

	Total assets acquired		474,074

Current liabilities			51,133
Deferred income taxes			20,776
Long-term debt			—

	Total liabilities assumed		71,909

	Net assets acquired	$	402,165

On November 1, 2003, we acquired Scherer Communications, Inc. (d/b/a ConferenceCall.com) for $35,661 net of cash received of $2,974. ConferenceCall.com, a privately held corporation headquartered in Dallas, Texas is a provider of conferencing solutions to companies of all sizes. ConferenceCall.com is being integrated into our conferencing segment, but will maintain its separate brand and market presence. The acquisition was funded with cash and partial use of our revolving credit facility.

We allocated the excess of the ConferenceCall.com acquisition cost over the fair value of the assets acquired and liabilities assumed to goodwill, trade names and other finite lived intangible assets based on preliminary estimates. Pending completion of an independent appraisal of ConferenceCall.com, estimated goodwill is $27,739 and is not deductible for tax purposes. The amount of other finite and indefinite lived intangible assets recognized in this acquisition is estimated to be $15,000. The finite lived intangible assets are being amortized over seven years based on the estimated remaining useful lives of the intangible assets. Amortization expense for the ConferenceCall.com finite lived intangible assets was $360 for the period commencing November 1, 2003.

During 2002, we acquired Tel Mark Sales, Inc., Dakotah Direct II, LLC and Attention, LLC for an aggregate cost of $80,382, net of cash received of $5,010, which was paid entirely in cash. During 2003, an additional $2,800 was recorded for an acquisition earn out commitment and other acquisition costs.

For these three acquisitions, we allocated the excess of the cost over the fair value of the assets acquired and liabilities assumed to goodwill based on independent appraisals. Goodwill recognized for those three transactions have amounted to $79,117 and is deductible for tax purposes. Other intangible assets recognized in those transactions have amounted to $18,599. These intangible assets, including customer lists, a favorable lease, non-competition agreements, trade names and software, are being amortized over one to twenty years, on a straight line basis, depending on the estimated remaining useful lives of the various intangible assets. Amortization expense on the finite-lived assets for these three acquisitions during the year ended December 31, 2003 and 2002 was $2,819 and $2,514, respectively.

F-10

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

Assuming the acquisitions referred to above occurred as of the beginning of the periods presented, our unaudited pro forma results of operations for the years ended December 31, 2003 and 2002 would have been:


	2003		2002

Revenue	$	1,085,575	$	1,058,930
Net Income	$	104,487	$	100,351
Earnings per common share-basic	$	1.57	$	1.52
Earnings per common share-diluted	$	1.52	$	1.47

The pro forma results above are not necessarily indicative of the operating results that would have actually occurred if the acquisitions had been in effect on the dates indicated, nor are they necessarily indicative of future results of the combined companies. The 2002 proforma net income does not reflect expense for the amortization of intangible assets, which would have been recognized had the acquisitions occurred at the beginning of 2002.

3. Goodwill and Other Intangible Assets

Below is a summary of the major intangible assets and weighted average amortization period for each identifiable intangible asset:



		As of December 31, 2003							Weighted
									Average
		Acquired		Accumulated			Net Intangible		Amortization
Intangible Assets		Cost		Amortization			Assets		Period

Customer List		$	67,197	$	(9,415	)	$	57,782		5.6
Trade name			24,110		—			24,110		Indefinite
Patents			14,850		(3,182	)		11,668		17.0
Trade name			1,466		(957	)		509		2.6
Other intangible assets			4,676		(1,181	)		3,495		5.1

	Total	$	112,299	$	(14,735	)	$	97,564



		As of December 31, 2002							Weighted
									Average
		Acquired		Accumulated			Net Intangible		Amortization
		Cost		Amortization			Assets		Period

Customer List		$	21,639	$	(1,517	)	$	20,122		9.7
Patent			14,753		(2,314	)		12,439		17.0
Trade name			1,431		(520	)		911		2.6
Other intangible assets			2,357		(519	)		1,838		9.6

	Total	$	40,180	$	(4,870	)	$	35,310

Amortization expense on finite lived intangible assets was $9,865, $3,381 and $868 for the years ended December 31, 2003, 2002 and 2001 respectively. Estimated amortization expense for the intangible assets acquired in all of the above-referenced acquisitions for the next five years is as follows:


2004	$	14,430
2005	$	14,117
2006	$	13,869
2007	$	13,842
2008	$	6,579

F-11

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

The following table presents the activity in goodwill by reporting segment for the years ended December 31, 2003 and 2002:


	Communication		Conferencing
	Services		Services		Combined

Balance at January 1, 2002	$	41,942	$	—	$	41,942
Acquisitions in 2002		72,204		—		72,204

Balance at December 31, 2002		114,146		—	$	114,146
Purchase accounting adjustments		6,914		—		6,914
Tel Mark Sales, Inc. earn out adjustment		2,170				2,170
Minority interest purchase		3,129		—		3,129
Acquisitions in 2003		—		326,489		326,489

Balance at December 31, 2003	$	126,359	$	326,489	$	452,848


4.	Property and Equipment

Property and equipment, at cost consisted of the following:



	December 31,

	2003		2002

Land and improvements	$	7,580	$	6,729
Buildings		58,314		43,413
Telephone and computer equipment		309,984		261,403
Office furniture and equipment		65,492		40,760
Leasehold improvements		61,634		60,290
Construction in progess		5,296		15,030

	$	508,300	$	427,625

We lease certain land, buildings and equipment under operating leases which expire at varying dates through March 2013. Rent expense on operating leases was $17,175, $10,983 and $8,188 for the years ended December 31, 2003, 2002 and 2001, respectively, exclusive of related-party lease expense. We lease certain office space owned by a partnership whose partners are our majority stockholders. The lease was renewed on December 10, 2003 and expires in 2014. Related party lease expense was $1,035, $976 and $921 for the years ended December 31, 2003, 2002 and 2001, respectively. On all real estate leases, we pay real estate taxes, insurance and maintenance associated with the leased sites. Certain of the leases offer extension options ranging from month to month to five years. During 2003, all capital lease obligations were paid in full. At December 31, 2002, the net book value of assets purchased through capital leases was $14,585. Amortization of assets purchased through capital lease agreements is included in depreciation expense.

F-12

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

Future minimum payments under non-cancelable operating leases with initial or remaining terms of one year or more are as follows:


		Non-Related		Related-Party		Total
		Party Operating		Operating		Operating
		Leases		Lease		Leases

Year Ending December 31,
	2004	$	15,303	$	939	$	16,242
	2005		12,728		667		13,395
	2006		10,885		667		11,552
	2007		5,774		667		6,441
	2008		3,618		667		4,285
	2009 and thereafter		4,722		4,099		8,821

Total minimum obligations		$	53,030	$	7,706	$	60,736

During the second quarter of 2003, we completed a transaction whereby a development company acquired the debt and equity holdings of the synthetic lease special purpose trust. The special purpose trust was terminated and the development company became the owner of the two buildings. We entered into a lease of the buildings from this development company. The development company is not a variable interest entity as defined by Financial Accounting Standards Board (“FASB”) Interpretation No. 46, Consolidation of Variable Interest Entities (an interpretation of ARB No. 51) (“FIN 46”). In addition, the development company partially utilized recourse capital to fund the acquisition of the buildings. The lease has an initial term of five years with three renewal options of five years each subject to mutual agreement of the parties. The lease facility bears interest at a variable rate over a selected LIBOR, which resulted in an annual effective interest rate of 2.42% at December 31, 2003. The aggregate lease expense on these leases with the development company and under the prior arrangement for the three years ended December 31, 2003, 2002 and 2001 were $973, $278 and $357, respectively. Based on our variable-rate obligation at December 31, 2003, each 50 basis point rate increase would increase annual interest expense by approximately $202. We may, at any time, elect to exercise a purchase option of approximately $10,101 for the San Antonio building and approximately $30,304 for the Omaha building. If we elect not to purchase either building or renew either lease, the buildings would be returned to the lessee for remarketing. We have guaranteed a residual value of 85% to the lessor upon the sale of each building. At December 31, 2003, the fair value of the guaranteed residual value for the San Antonio and Omaha buildings was approximately $1,368 and is included in other long term assets and other long term liabilities.

F-13

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)


5.	Accrued Expenses

Accrued expenses consisted of the following as of:


	December 31,		December 31,
	2003		2002

Accrued wages	$	22,279	$	13,717
Accrued phone		11,352		4,025
Accrued employee benefit costs		8,107		1,839
Acquisition earnout commitment		7,170		2,752
Accrued other taxes (non-income related)		6,234		1,134
Customer deposits		4,927		3,691
Other current liabilities		19,361		9,930

	$	79,430	$	37,088


6.	Long-Term Obligations and Credit Arrangements

We established two bank credit facilities during 2003. The first facility is a $200,000 four-year term loan, that matures on April 30, 2007. The second facility is a revolving credit facility with original borrowing capacity of up to $125,000 (subsequently increased to $250,000), which matures on April 30, 2007. Both facilities bear interest at a variable rate over a selected LIBOR based on our leverage. The effective annual interest rate, inclusive of debt amortization costs, on the term loan for the year ended December 31, 2003, was 3.20%. The weighted average contractual rate on the term loan at December 31, 2003 was 2.50%. At December 31, 2003, $32,000 was outstanding on the revolving credit facility. The highest period end balance of the revolving credit facility was $50,000 on May 31, 2003. The average daily outstanding balance of the revolving credit facility since its inception on May 9, 2003 through December 31, 2003, was $31,800. The effective annual interest rate, inclusive of debt amortization costs, on the revolving credit facility for the year ended December 31, 2003 was 2.87%. The commitment fee on the unused revolving credit facility at December 31, 2003, was 0.30%. The facilities bear interest at a minimum of 100 basis points over the selected LIBOR and a maximum of 200 basis points over the selected LIBOR. The facilities are secured by the capital stock of all our material subsidiaries. All our obligations under the facilities are unconditionally guaranteed by all our material domestic subsidiaries. The facilities contain various financial covenants, which include a consolidated leverage ratio of funded debt to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) which may not exceed 2.0 to 1.0 and a consolidated fixed charge coverage ratio of adjusted EBITDA to the sum of consolidated interest expense, scheduled funded debt payments, scheduled payments on acquisition earn-out obligations and income taxes paid, which must exceed 1.2 to 1.0. Both ratios are measured on a rolling four-quarter basis. We were in compliance with the financial covenants at December 31, 2003.

F-14

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

On January 21, 2004, the revolving credit facility was amended to increase its maximum borrowing capacity to $250,000.

Long-term obligations consisted of the following as of:


		December 31,		December 31,

		2003		2002

Term loan, due in quarterly installments bearing interest through April 30, 2007		$	160,000	$	—
Revolving credit facility, interest payable over a selected period ranging from 30 to 180 days, due April 30, 2007			32,000		—
Notes payable and capital leases paid in 2003			—		29,647

			192,000		29,647
Less current maturities:
	Debt		22,500		6,067
	Capital lease obligations		—		6,425

Current maturities of long-term obligations			22,500		12,492

Long-term obligations		$	169,500	$	17,155

Scheduled maturities on long-term debt are as follows:


Year Ending December 31,
	2004	$	22,500
	2005		47,500
	2006		57,500
	2007		64,500


7.	Income Taxes

Components of income tax expense were as follows:



		Year Ended December 31,

		2003			2002		2001

Current income tax expense:
	Federal	$	51,934		$	30,477	$	44,006
	State		2,337			2,727		1,113

			54,271			33,204		45,119

Deferred income tax expense (benefit):
	Federal		(2,326	)		6,069		(418	)
	State		(166	)		433		(68	)

			(2,492	)		6,502		(486	)

		$	51,779		$	39,706	$	44,633

F-15

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

A reconciliation of income tax expense computed at statutory tax rates compared to effective income tax rates was as follows:


	2003			2002			2001

Statutory rate		35.0	%		35.0	%		35.0	%
State income tax effect		1.1	%		1.6	%		0.6	%
Other		0.9	%		0.0	%		1.5	%

		37.0	%		36.6	%		37.1	%

Significant temporary differences between reported financial and taxable earnings that give rise to deferred tax assets and liabilities were as follows:



		December 31,

		2003		2002

Deferred tax assets:
	Allowance for doubtful accounts	$	4,293	$	2,270
Deferred tax liabilities:
	Depreciation and amortization		42,008		11,691
	Foreign currency translation		618		—

Total deferred tax liabilities			42,626		11,691

Net deferred tax liability		$	38,333	$	9,421

The deferred tax assets at December 31, 2003 and 2002 were included in other current assets.

8. Off-Balance Sheet Arrangements

In addition to the synthetic lease agreement discussed in Note 4, in December 2003, we, through our wholly-owned subsidiary Attention, LLC, established a $20 million revolving financing facility with a third-party specialty lender and capitalized a consolidated special purpose entity (“SPE”) for the sole purpose of purchasing defaulted accounts receivable portfolios. These assets will be purchased by Attention, transferred to the SPE and sold to a non-consolidated special purpose entity (“QSPE”). The QSPE will be funded through an interest bearing note issued to the third party specialty lender for 80% of each purchase and a 20% contribution from us for each purchase. The note to the third party lender is collateralized by the assets of the QSPE. In addition, we have pledged our interest in the QSPE to the third party lender to the extent cash flows generated by the portfolios cannot repay amounts owed for interest and principle due to the third party lender.

Attention will perform collection services on the receivable portfolio for a fee, recognized when earned. The SPE and the third party lender will also be entitled to a portion of the profits of the QSPE to the extent cash flows from collections are greater than amounts owed by the QSPE, after repayment of all servicing fees. On December 31, 2003, the SPE has a note receivable from the QSPE for $297. The note receivable will be evaluated for collectibility on a quarterly basis. Also, on December 31, 2003, $1.2 million of the $20.0 million revolving financing facility had been utilized.

F-16

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

We account for this transaction as a sale, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities, and recognize a servicing asset or liability at the time of sale, as necessary, based on the fair value of the servicing fee for each portfolio. We have no ownership interest in the third party lender.

9. Employee Benefits and Incentive Plans

We have a 401(k) plan, which covers substantially all employees twenty-one years of age or older who will also complete a minimum of 1,000 hours of service in each calendar year. Under the plan, we match 50% of employees’ contributions up to 14% of their gross salary if the employee satisfies the 1,000 hours of service requirement during the calendar year. Our matching contributions vest 25% per year beginning after the second service anniversary date. The matching contributions are 100% vested after the employee has attained five years of service. Total employer contributions under the plan were $2,741, $1,634 and $1,233 for the years ended December 31, 2003, 2002 and 2001, respectively. The 401(k) plans of Tel Mark Sales, Inc., Attention, LLC and InterCall, Inc. were merged into our 401(k) plan in 2003. The Dakotah Direct II, LLC 401(k) plan was merged into our plan during 2002.

We maintain a grantor trust under the West Corporation Executive Retirement Savings Plan (“Trust”). The principal of the Trust, and any earnings thereon shall be held separate and apart from our other funds and shall be used exclusively for the uses and purposes of plan participants and general creditors. Participation in the Trust is voluntary and is restricted to highly compensated individuals as defined by the Internal Revenue Service. We will match 50% of employee contributions, limited to the same maximums as those of the 401(k) plan. Our total contributions under the plan were $599, $428 and $318 for the years ended December 31, 2003, 2002 and 2001.

Effective January, 2003, we established our Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”). Pursuant to the terms of the Deferred Compensation Plan, eligible management, non-employee directors or highly compensated employees may elect to defer a portion of their compensation and have such deferred compensation notionally invested in the same investments made available to participants of the 401(k) plan or in our Common Stock (“Common Shares”). We match 50% of any amounts notionally invested in Common Shares, where matched amounts are subject to a five-year vesting schedule with 20% vesting each year. The Deferred Compensation Plan is an unfunded benefit plan, and all participants have the same rights as our unsecured general creditors. Our total contributions under the plan were $478, for the year ended December 31, 2003.

In June 2002, we amended our 1996 Stock Incentive Plan (the “Plan”), which authorizes the grant to our employees, consultants and non-employee directors of options to purchase Common Shares, as well as other incentive awards based on the Common Shares. Awards covering a maximum of 12,499,500 Common Shares may be granted under the Plan. The expiration date of the Plan, after which no awards may be granted, is September 24, 2006. However, the administration of the Plan shall continue in effect until all matters relating to the payment of options previously granted have been settled.

F-17

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

The following table presents the activity of the stock options for each of the fiscal years ended December 31, 2003, 2002 and 2001 and the stock options outstanding at the end of the respective fiscal years:


		Stock Option			Weighted Average
		Shares			Exercise Price

Outstanding at January 1, 2001			5,912,625		$	10.1194

	Granted		474,000			23.9668
	Canceled		(383,865	)		9.7027
	Exercised		(804,520	)		9.7979

Outstanding at December 31, 2001			5,198,240			11.4626

	Granted		338,000			23.1665
	Canceled		(279,165	)		9.9765
	Exercised		(876,619	)		9.7803

Outstanding at December 31, 2002			4,380,456			12.7981

	Granted		2,797,973			19.9348
	Canceled		(119,331	)		15.7876
	Exercised		(830,116	)		9.9879

Outstanding at December 31, 2003			6,228,982		$	16.3210

Shares available for future grants at December 31, 2003			2,576,268

The following table summarizes information about our employee stock options outstanding at December 31, 2003:


			Average		Weighted				Weighted
	Stock Option		Remaining		Average				Average
Range of	Shares		Contractual		Exercise		Stock Option		Exercise
Exercise Prices	Outstanding		Life in Years		Price		Shares Exercisable		Price

$ 8.00 - $ 9.68		4,000		5.36	$	8.00		4,000	$	8.00
$ 9.69 - 10.80		2,374,555		4.96	$	9.6875		1,599,810	$	9.6875
$10.81 - 14.765		360,837		7.19	$	12.3615		237,166	$	11.4469
$14.77 - 16.58		873,750		9.01	$	16.5800		625	$	16.58
$16.59 - 18.02		2,500		8.68	$	18.0200		625	$	18.02
$18.03 - 18.60		918,351		9.25	$	18.6000		—		—
$18.61 - 24.41		714,058		8.63	$	23.1410		178,654	$	21.9751
$24.42 - 26.735		758,308		8.82	$	25.9077		122,503	$	25.0755
$26.74 - 27.57		148,748		7.04	$	27.2080		74,098	$	27.2066
$27.58 - 31.62		73,875		8.25	$	31.62		18,494	$	31.62

$ 8.00 - $31.62		6,228,982		7.27	$	16.321		2,235,975	$	12.4625

During May 1997, we and our stockholders adopted the 1997 Employee Stock Purchase Plan (the “1997 Stock Purchase Plan”). The 1997 Stock Purchase Plan provides employees an opportunity to purchase Common Shares through annual offerings. Each employee participating in any offering is granted an option to purchase as many full Common Shares as the participating employee may elect so long as the purchase price

F-18

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

for such Common Shares does not exceed 10% of the compensation received by such employee from us during the annual offering period or 1,000 Common Shares. The purchase price is to be paid through payroll deductions. The purchase price for each Common Share is equal to 100% of the fair market value of the Common Share on the date of the grant, determined by the average of the high and low NASDAQ National Market quoted market price. On the last day of the offering period, the option to purchase Common Shares becomes exercisable. If at the end of the offering, the fair market value of the Common Shares is less than 100% of the fair market value at the date of grant, then the options will not be deemed exercised and the payroll deductions made with respect to the options will be applied to the next offering unless the employee elects to have the payroll deductions withdrawn from the 1997 Stock Purchase Plan. The maximum number of Common Shares available for sale under the 1997 Stock Purchase Plan was 1,965,532 Common Shares. In accordance with its terms, the 1997 Stock Purchase Plan expired on June 30, 2002.

During June 2002, we adopted the 2002 Employee Stock Purchase Plan (The “2002 Stock Purchase Plan”). The terms of the 2002 Stock Purchase Plan are substantially the same as the terms of the 1997 Stock Purchase Plan described above. The purchase price for each Common Share is equal to 100% of the fair market value of the Common Share on the date of the grant, determined by the average of the high and low NASDAQ National Market quoted market price ($26.735 at July 1, 2003). On June 30, 2003, 28,170 shares were issued under the plan. After this distribution the maximum number of Common Shares available for sale under the 2002 Stock Purchase Plan was 1,937,362 Common Shares.

10. Commitments and Contingencies

From time to time, we are subject to lawsuits and claims which arise out of our operations in the normal course of our business. West and certain of our subsidiaries are defendants in various litigation matters in the ordinary course of business, some of which involve claims for damages that are substantial in amount. We believe, except for the items discussed below for which we are currently unable to predict the outcome, the disposition of claims currently pending will not have a material adverse effect on our financial position, results of operations or cash flows.

F-19

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

11. Business Segments

We operate in two segments, communication services and conferencing services. These segments are consistent with our management of the business and operating focus. Communication services is composed of agent-based (dedicated agent services, shared agent services, and business-to-business services), and automated services. Conferencing services is composed of audio, video and web conferencing services. The following year-to-date results for the conferencing services segment are from the date of acquisition of InterCall on May 9, 2003 and include the results of ConferenceCall.com from its date of acquisition on November 1, 2003.



			For the Year Ended December 31,

			2003		2002		2001

Revenue:
	Communication Services		$	827,585	$	820,665	$	780,159
	Conferencing Services			160,756		n/a		n/a

		Total	$	988,341	$	820,665	$	780,159

Operating Income:
	Communication Services		$	109,969	$	106,503	$	120,841
	Conferencing Services			33,140		n/a		n/a

		Total	$	143,109	$	106,503	$	120,841

Depreciation and Amortization (Included in Operating Income):
	Communication Services		$	67,890	$	61,783	$	50,353
	Conferencing Services			18,576		n/a		n/a

		Total	$	86,466	$	61,783	$	50,353

Capital Expenditures:
	Communication Services		$	32,164	$	45,864	$	47,365
	Conferencing Services			5,710		n/a		n/a
	Corporate			8,378		14,185		6,376

		Total	$	46,252	$	60,049	$	53,741

F-20

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)


			As of		As of		As of
			December 31, 2003		December 31, 2002		December 31, 2001

Assets:
	Communication Services		$	450,724	$	508,768	$	472,438
	Conferencing Services			501,826		n/a		n/a
	Corporate			63,313		162,054		118,997

		Total	$	1,015,863	$	670,822	$	591,435

There are no material revenues, or assets outside the United States.

For the years ended December 31, 2003, 2002 and 2001, our largest 100 clients represented 77%, 89% and 86% of total revenue. We had one customer, AT&T, who accounted for 15% of total revenue for the year ended December 31, 2003 and 19% and 21% of total revenue for the years ended December 31, 2002 and 2001, respectively. These percentages do not include the former Wireless and Broadband units of AT&T, which were divested from AT&T in 2002.

12. Concentration of Credit Risk

Our accounts receivable subject us to the potential for credit risk with our customers. At December 31, 2003, three customers accounted for $56,231 or 34.8% of gross accounts receivable, compared to $36,836, or 29.8% of gross receivables at December 31, 2002. We perform ongoing credit evaluations of our customers’ financial condition. We maintain an allowance for doubtful accounts for potential credit losses based upon historical trends, specific collection problems, historical write-offs, account aging and other analysis of all accounts and notes receivable. As of February 6, 2004, $50,292 of the $56,231 of the December 31, 2003 gross accounts receivable, noted above had been collected.

13. Supplemental Cash Flow Information

The following table summarizes supplemental information about our cash flows for the years ended December 31, 2003, 2002 and 2001:



		Years Ended December 31,

		2003		2002		2001

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid during the period for interest	$	4,744	$	2,286	$	2,599
	Cash paid during the period for income taxes	$	42,749	$	29,709	$	43,280
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
	Acquisition of property through assumption of long-term obligations	$	—	$	16,138	$	7,536
	Future obligation related to acquisitions	$	2,170	$	24,252	$	—
	Acquisition of minority interest in subsidiary	$	3,129	$	—	$	—
	Restricted stock issued in the purchase of minority interest in a subsidiary	$	2,419	$	—	$	—
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
	Issuance of stock options in consideration for minority interest	$	—	$	—	$	2,674
	Issuance of restricted stock from treasury stock	$	—	$	1,346	$	—

F-21

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollars in Thousands Except Per Share Amounts)

14. Quarterly Results of Operations (Unaudited)

The following is the summary of the unaudited quarterly results of operations for the two years ended December 31, 2003 and 2002.



		Three Months Ended

		March 31,		June 30,		September 30,		December 31,
		2003		2003		2003		2003

Revenue		$	216,186	$	237,559	$	263,551	$	271,045
Cost of services			103,262		106,224		112,804		117,970

Gross Profit			112,924		131,335		150,747		153,075

Net income		$	20,095	$	20,861	$	24,368	$	22,552

Earnings per common share:
	Basic	$	0.30	$	0.31	$	0.37	$	0.34
	Diluted	$	0.30	$	0.30	$	0.35	$	0.33



		Three Months Ended

		March 31,		June 30,		September 30,		December 31,
		2002		2002		2002		2002

Revenue		$	210,548	$	195,076	$	199,354	$	215,687
Cost of services			102,320		92,787		98,103		106,066

Gross Profit			108,228		102,289		101,251		109,621

Net income		$	22,592	$	20,285	$	13,607	$	12,158

Earnings per common share:
	Basic	$	0.35	$	0.31	$	0.21	$	0.18
	Diluted	$	0.33	$	0.30	$	0.20	$	0.18

F-22

INDEPENDENT AUDITORS’ REPORT

Board of Directors and Stockholders

West Corporation

We have audited the consolidated financial statements of West Corporation and subsidiaries (the “Company”) as of December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, and have issued our report thereon dated February 13, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the change in accounting for goodwill and other intangible assets in connection with the adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, in 2002); such consolidated financial statements and report are included elsewhere in this Form 10-K. Our audits also included the consolidated financial statement schedule of the Company, listed in Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.


	/s/ DELOITTE & TOUCHE LLP

	Deloitte & Touche LLP

Omaha, Nebraska

February 13, 2004

S-1

Schedule II

WEST CORPORATION AND SUBSIDIARIES

CONSOLIDATED VALUATION ACCOUNTS

THREE YEARS ENDED DECEMBER 31, 2003


			Reserves		Additions—
	Balance		Obtained		Charged to		Deductions—
	Beginning		with		Cost and		Amounts		Balance
Description	of Year		Acquisitions		Expenses		Charged-Off		End of Year


	(Amounts in thousands)
December 31, 2003 — Allowance for doubtful accounts — Accounts and notes receivable	$	6,139	$	2,007	$	9,979	$	6,917	$	11,208

December 31, 2002 — Allowance for doubtful accounts — Accounts and notes receivable	$	9,893	$	155	$	24,487	$	28,396	$	6,139

December 31, 2001 — Allowance for doubtful accounts — Accounts and notes receivable	$	9,379		—		1,857		1,343	$	9,893

The year end balance in the allowance for doubtful accounts — accounts and notes receivable (current) for the years ended 2003, 2002 and 2001 was $9,131, $5,139 and $6,993 respectively. The year end balance in the allowance for doubtful accounts — long-term notes receivable for the years ended 2003, 2002 and 2001 was $2,077, $1,000 and $2,900, respectively.

S-2

EXHIBIT INDEX

Exhibits identified in parentheses below, on file with the SEC are incorporated by reference into this report.


			Sequential
Exhibit			Page
Number		Description	Number

	2.01	Purchase Agreement, dated as of July 23, 2002, by and among the Company, Attention, LLC, the sellers and the sellers’ representative named therein (incorporated by reference to Exhibit 2.1 to Form 8-K dated August 2, 2002)		*
	2.02	Agreement and Plan of Merger, dated as of March 27, 2003, by and among West Corporation, Dialing Acquisition Corp., ITC Holding Company, Inc. and, for purposes of Sections 3.6, 4.1 and 8.13 and Articles 11 and 12 only, the Stockholder Representative (incorporated by reference to Exhibit 2.1 to Form 8-K dated April 1, 2003)		*
	3.01	Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 99.02 to Form 8-K dated December 29, 2001)		*
	3.02	Restated By-Laws of the Company (incorporated by reference to Exhibit 3.01 to Form 10-Q dated November 4, 2002)		*
	10.01	Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.01 to Registration Statement under Form S-1 (Amendment No. 1) dated November 12, 1996, File No. 333-13991)		*
	10.02	Amended and Restated 1996 Stock Incentive Plan		*
	10.03	Employment Agreement between the Company and Thomas B. Barker dated January 1, 1999, as amended December 2, 2003		**
	10.04	Employment Agreement between the Company and Paul M. Mendlik dated November 4, 2002, as amended December 1, 2003		**
	10.05	Stock Redemption Agreement, dated April 9, 1996, by and among John W. Erwin, Gary L. West, Mary E. West and Troy L. Eaden (incorporated by reference to Exhibit 10.11 to Registration Statement under Form S-1 (Amendment No. 1) dated November 12, 1996, File No. 333-13991)		*
	10.06	Assignment and Assumption Agreement, dated as of November 12, 1996, by and among Gary L. West, Mary E. West, Troy L. Eaden and the Company (Exhibit 10.12 to Registration Statement under Form S-1 (Amendment No. 2) dated November 21, 1996, File No. 333-13991)		*
	10.07	Lease, dated September 1, 1994, by and between West Telemarketing Corporation and 99-Maple Partnership, amended December 10, 2003		**
	10.08	Employment Agreement between the Company and Nancee R. Berger, dated January 1, 1999, as amended December 2, 2003		**
	10.09	Amended and Restated Employee Stock Purchase Plan		*
	10.10	Employment Agreement between the Company and Mark V. Lavin dated July 1, 1999, as amended January 5, 2004		**
	10.11	Employment Agreement between the Company and Steven M. Stangl dated January 1, 1999, as amended January 5, 2004		**
	10.12	Employment Agreement between the Company and Michael M. Sturgeon, dated January 1, 1999, as amended January 5, 2004		**
	10.13	Employment Agreement between the Company and Jon R. (Skip) Hanson, dated October 4, 1999, as amended January 5, 2004		**
	10.14	Employment Agreement between West Direct, Inc. and Todd B. Strubbe, dated July 30, 2001, as amended January 5, 2004		**
	10.15	Employment Agreement between the Company and Michael E. Mazour, dated January 9, 2004		**


			Sequential
Exhibit			Page
Number		Description	Number

	10.16	Restricted Stock Agreement between the Company and Paul M. Mendlik dated September 12, 2002 (incorporated by reference to Exhibit 10.02 to Form 10-Q dated November 4, 2002)		*
	10.17	Amended and Restated Nonqualified Deferred Compensation Plan		*
	10.18	Employment Agreement between the Company and Joseph Scott Etzler, dated May 7, 2003, as amended January 1, 2004		**
	10.19	Credit Agreement, dated May 9, 2003, among the Company and Wachovia Bank National Association as Administrative Agent and the banks named therein		**
	10.20	First amendment to the Credit Agreement, dated October 31, 2003 among the Company and Wachovia Bank National Association as Administrative Agent and the banks named therein		**
	10.21	Second amendment to the Credit Agreement, dated January 22, 2004 among the Company and Wachovia Bank National Association as Administrative Agent and the banks named therein		**
	10.22	Participation Agreement, dated May 9, 2003, among West Facilities Corporation, Wachovia Development Corporation and Wachovia Bank, National Association as Agent for the Secured Parties and the banks named therein		**
	10.23	First amendment to the Participation Agreement, dated October 31, 2003, among West Facilities Corporation, Wachovia Development Corporation and Wachovia Bank, National Association as Agent for the Secured Parties and the banks named therein		**
	10.24	Second amendment to the Participation Agreement, dated January 22, 2004, among West Facilities Corporation, Wachovia Development Corporation and Wachovia Bank, National Association as Agent for the Secured Parties and the banks named therein		**
	21.01	Subsidiaries		**
	23.01	Consent of Deloitte & Touche LLP		**
	31.01	Certification pursuant to 15 U.S.C. section 7241 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002		**
	31.02	Certification pursuant to 15 U.S.C. section 7241 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002		**
	32.01	Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002		**
	32.02	Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002		**


	*	Indicates that the page number for such item is not applicable.


**	Filed herewith



                                                                   EXHIBIT 10.03

                                WEST CORPORATION

                                   MEMORANDUM

TO: TOM BARKER

FROM: WSTC COMP. COMMITTEE

DATE: DECEMBER 2, 2003

RE: 2004 COMPENSATION PLAN - EXHIBIT A

The compensation plan for 2004 while you are employed as President and Chief
Executive Officer for West Corporation is outlined below:

1.       Your base salary will be $750,000.00. Should you elect to voluntarily
         terminate your employment, you will be compensated for your services
         through the date of your actual termination per your Employment
         Agreement. This will be reviewed on an annual basis and revised, if
         necessary in accordance with the consumer price index.

2.       Effective January 1, 2004, you will be eligible to receive a
         performance bonus based on consolidated net income growth for West
         Corporation in 2004. Net income for each quarter will be compared to
         the same quarter in the previous year. Each $1M increase of Net Income
         from $87M to $102.8M will result in a $47,400 bonus. 75% of the
         quarterly bonus earned will be paid within thirty (30) days from the
         end of the quarter. 100% of the total bonus earned will be paid within
         thirty (30) days of the final determination of 2004 Net Income.

         Should Net Income exceed $102.8M for the year you will eligible to
         receive $59,300 for every $1M of Net Income above that threshold.

         Please note that if there is a negative year-to date profit calculation
         at the end of any quarter this will result in a "loss carry forward" to
         be applied to the next quarterly or year-to-date calculation.

3.       All Net Income objectives are based upon West Corporation operations
         and will not include net income derived from mergers or acquisitions
         unless specifically and individually approved by West Corporation's
         Compensation Committee.



4.       The benefit plans, as referenced in Section 7(i), shall include
         insurance plans based upon eligibility pursuant to the plans. If the
         insurance plans do not provide for continued participation, the
         continuation of benefits shall be pursuant to COBRA. In the event
         Employee's benefits continue pursuant to COBRA and Employee accepts new
         employment during the consulting term, Employee may continue benefits
         thereafter to the extent allowed under COBRA. In no event shall
         benefits plans include the 401K Plan or the 1996 Stock Incentive Plan.



INTEROFFICE MEMORANDUM
EXHIBIT A - T. BARKER
DECEMBER 2, 2003
PAGE TWO

5.       At the discretion of management, you may receive an additional bonus
         based on the Companies' and your individual performance.

6.       Your Compensation Plan for the year 2005 will be presented in December,
         2004.

                                            /s/ Tom Barker
                                            ------------------------
                                            Employee - Tom Barker



                                                                   EXHIBIT 10.04

                                  [WEST(SM) LOGO]

TO: PAUL MENDLIK

FROM: TOM BARKER

DATE: DECEMBER 1, 2003

RE: 2004 COMPENSATION PLAN - EXHIBIT A

The 2004 compensation plan for your employment as Chief Financial Officer for
West Corporation is as follows:

         1.       Your base salary will be $250,000.00. Should your employment
         terminate before the end of the year, you will be compensated for your
         services through the date of your actual termination per your
         Employment Agreement. This will be reviewed on an annual basis and
         revised, if necessary in accordance with the consumer price index.

2.       You will receive a guaranteed bonus of $62,500 per quarter through
         December 31, 2004. This will be compared to a quarterly performance
         bonus calculated by multiplying the year-to-date growth and profits for
         each quarter by a profit growth participation factor. If the quarterly
         performance bonus calculation results in an amount greater than your
         guaranteed bonus you will be paid the performance bonus for that
         quarter. Your rate factors for the quarterly performance bonus plan for
         2003 are as follows:



PROFIT GROWTH             PROFIT GROWTH PARTICIPATION FACTOR
- -------------             ----------------------------------
                       
   0% - 9.99%                             .009
 10% - 14.99%                            .0115
     15%+                                 .012




         Please note that a negative year-to-date profit calculations at the end
         of any given quarter will result in "loss carry forward" to be applied
         to the next quarterly year-to-date calculation. All bonuses will be
         paid within thirty (30) days of the end of the quarter.

4.       For the purposes of this Exhibit A, profit shall be defined as pre-tax
         profit growth of the Company on a consolidated basis.

5.       All pre-tax, pre-corporate allocation profit and net income objectives
         are based upon West Corporation operations and will not include profit
         and income derived from mergers, acquisitions, joint ventures, stock
         buy backs or other non-operating income unless specifically and
         individually included upon completion of the transaction.

6.       The benefit plans, as referenced in Section 7(i), shall include
         insurance plans based upon eligibility pursuant to the plans. If the
         insurance plans do not provide for continued participation, the
         continuation of benefits shall be pursuant to COBRA. In the event
         Employee's benefits continue pursuant to COBRA and Employee accepts new
         employment during the consulting term, Employee may continue benefits
         thereafter to the extent allowed under COBRA. In no event shall
         benefits plans include the 401K Plan or the 1996 Stock Incentive Plan.

7.       At the discretion of management, you may receive an additional bonus
         based on the Companies' and your individual performance.

8.       The factors for your quarterly performance bonus plan will be reviewed
         and presented for your 2005 compensation plan in December of 2004.

                                            /s/ Paul Mendlik
                                            ------------------------
                                            Employee - Paul Mendlik



                                                                   EXHIBIT 10.07

                   FIRST AMENDMENT TO BUSINESS PROPERTY LEASE

         THIS FIRST AMENDMENT TO BUSINESS PROPERTY LEASE is entered into this
_____ day of __________, 2003, between 99-MAPLE PARTNERSHIP ("Lessor") and WEST
TELEMARKETING CORPORATION ("Lessee").

                                    RECITALS

         Lessor and Lessee are parties to that certain Business Property Lease
dated as of September 1, 1994 (which Business Property Lease is referred to
herein as the "Lease"), pursuant to which Lessor leased to Lessee that certain
building commonly known as West 1, located at 9910 Maple Street in Omaha,
Nebraska and legally described on the survey attached to the Lease (the
"Premises"). The Lease is scheduled to expire on August 31, 2004, and Landlord
and Tenant wish to extend the term of the Lease, as hereinafter provided.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee
hereby agree as follows:

         1.       Lease Term. The term of the Lease shall be, and it hereby is,
extended through August 31, 2014.

         2.       Base Rent. Lessor and Lessee acknowledge and agree that the
total floor area of the Premises is 43,000 square feet. Consistent with the
foregoing, Section 2 of the Lease is hereby deleted in its entirety and replaced
with the following provision:

                  2.       BASE RENT. In consideration of the foregoing demise,
                  the Lessee hereby covenants to perform the agreements hereby
                  imposed, and to pay the Lessor as base rental for said
                  premises the following amounts:


    Lease Period          Per Square Foot         Annual          Monthly
    ------------          ---------------         ------          -------
                                                       
September 1, 2004 to           $15.50          $666,500.00      $55,541.67
September 1, 2009

September 1, 2009 to           $17.00          $731,000.00      $60,916.67
September 1, 2014




                  Said base rental shall be payable monthly in advance, on the
                  first day of each successive month, at the office of 99-Maple
                  Partnership, c/o Mary E. West, 9746 Ascot Drive, Omaha,
                  Nebraska, or at such other place as the Lessor shall direct.


         3.       Triple Net Lease. Section 23 of the Lease is hereby deleted in
its entirety and replaced with the following provision:

                  23.      TRIPLE NET LEASE. Lessee shall pay all real estate
                  and personal property taxes and assessments of any kind or
                  nature relating to the Premises prior to delinquency; shall
                  pay all utilities, sewer use fees and other similar charges
                  relating to the Premises; shall procure and keep in full force
                  and effect all fire, casualty, and liability insurance
                  policies for the Premises and shall pay all premiums therefor;
                  and shall provide and pay for all repairs and maintenance
                  relating to the Premises. It is the purpose and intent of
                  Lessor and Lessee that the base rental payable herein shall be
                  absolutely net to Lessor so that this Lease shall yield to
                  Lessor the base rental specified in each year during the term
                  of this Lease free of any real estate and property taxes,
                  special assessments, charges for utilities, repairs and
                  maintenance expense, and insurance premiums and Lessor shall
                  not be expected or required to pay any such taxes, utility
                  charges, assessments or insurance premiums and any and all
                  costs, expenses and obligations of any kind relating to the
                  repair and maintenance of the Premises, which may have arisen
                  or become due under the terms of this Lease shall be paid by
                  Lessee, and Lessor shall be indemnified and saved harmless by
                  Lessee from and against such charges, taxes, assessments,
                  costs, expenses and obligations of any kind whatsoever.

         3.       Continuing Effect. Subject only to the amendments expressly
set forth in this First Amendment to Business Property Lease, all terms and
conditions of the Lease continue in full force and effect.

         IN WITNESS WHEREOF, this First Amendment to Business Property Lease has
been executed by the undersigned parties as of the date first set forth above.



                         LANDLORD: 99-MAPLE PARTNERSHIP,

                                   By: /s/ Gary West
                                       ---------------------------------
                                   Name: _____________________________________
                                         Title: ______________________________

                         TENANT:   WEST TELEMARKETING CORPORATION,
                                   a Delaware corporation

                                   By: /s/ Thomas B. Barker
                                       ---------------------------------
                                   Name: Thomas B. Barker
                                   Title: President & CEO



                                                                   EXHIBIT 10.08

                                WEST CORPORATION

                                   MEMORANDUM

TO: NANCEE BERGER

FROM: WSTC COMP. COMMITTEE

DATE: DECEMBER 2, 2003

RE: 2004 COMPENSATION PLAN - EXHIBIT A

The compensation plan for 2004 while you are employed as Chief Operating Officer
for West Corporation is outlined below:

1.       Your base salary will be $500,000.00. Should you elect to voluntarily
         terminate your employment, you will be compensated for your services
         through the date of your actual termination per your Employment
         Agreement. This will be reviewed on an annual basis and revised, if
         necessary in accordance with the consumer price index.

5.       Effective January 1, 2004, you will be eligible to receive a
         performance bonus based on consolidated net income growth for West
         Corporation in 2004. Net income for each quarter will be compared to
         the same quarter in the previous year. Each $1M increase of Net Income
         from $87M to $102.8M will result in a $31,700 bonus. 75% of the
         quarterly bonus earned will be paid within thirty (30) days from the
         end of the quarter. 100% of the total bonus earned will be paid within
         thirty (30) days of the final determination of 2004 Net Income.

         Should Net Income exceed $102.8M for the year you will eligible to
         receive $39,600 for every $1M of Net Income above that threshold.

         Please note that if there is a negative year-to date profit calculation
         at the end of any quarter this will result in a "loss carry forward" to
         be applied to the next quarterly or year-to-date calculation.

6.       All Net Income objectives are based upon West Corporation operations
         and will not include net income derived from mergers or acquisitions
         unless specifically and individually approved by West Corporation's
         Compensation Committee.



9.       The benefit plans, as referenced in Section 7(i), shall include
         insurance plans based upon eligibility pursuant to the plans. If the
         insurance plans do not provide for continued participation, the
         continuation of benefits shall be pursuant to COBRA. In the event
         Employee's benefits continue pursuant to COBRA and Employee accepts new
         employment during the consulting term, Employee may continue benefits
         thereafter to the extent allowed under COBRA. In no event shall
         benefits plans include the 401K Plan or the 1996 Stock Incentive Plan.



INTEROFFICE MEMORANDUM
EXHIBIT A - N. BERGER
DECEMBER 2, 2003
PAGE TWO

10.      At the discretion of management, you may receive an additional bonus
         based on the Companies' and your individual performance.

6.       Your Compensation Plan for the year 2005 will be presented in December,
         2004.

                                   /s/ Nancee Berger
                                   --------------------
                                   EMPLOYEE - NANCEE BERGER



                                                                   EXHIBIT 10.10

                                WEST CORPORATION

                                   MEMORANDUM

TO: MARK LAVIN

FROM: NANCEE BERGER

DATE: JANUARY 5, 2004

RE: 2004 COMPENSATION PLAN - EXHIBIT A

The compensation plan for 2004 while you are employed as President of West
Telemarketing Corporation, including COS and DR, is being revised as indicated
below:

1.       Your base salary will be $250,000.00. Should you elect to voluntarily
         terminate your employment, you will be compensated for your services
         through the date of your actual termination per your Employment
         Agreement.

2.       You are eligible to receive up to a $150,000 annual performance bonus
         for meeting your plan objective in pre-tax, pre-corporate allocation
         Net Income. The percent of plan achieved will apply to this bonus
         calculation, but will not exceed a total of $150,000 for the year. Up
         to $28,000 of this bonus will be available to be paid quarterly and
         trued up annually.

3.       You are also eligible to receive an additional bonus for pre-tax,
         pre-corporate allocation Net Income in excess of your plan objectives.
         The bonus will be calculated by multiplying the excess plan pre-tax,
         pre-corporate allocation Net Income times .02. This bonus will be
         calculated at the end of 2004 plan year and will be paid no later than
         February 28, 2005.

4.       Three significant projects must be accomplished in 2004. Each has a
         $25,000 bonus available upon completion as determined solely by West's
         COO.

                  a.       DR's GUI system rewrite and implementation completed.

                  b.       Spectrum rewrite completed and go-to-market plan
                           developed by September 30, 2004.



                  c.       International operations organization clearly
                           established and functional to serve cross-business
                           unit needs by June 1, 2004.

5.       In addition, if West Corporation achieves its publicly stated 2004 Net
         Income range provided in December 2003, you will be eligible to receive
         an additional one-time bonus of $50,000. This bonus is not to be
         combined or netted together with any other bonus set forth in this
         agreement.

6.       You will be paid the amount due for any quarterly bonuses within thirty
         (30) days after the quarter ends, except for the 4th Quarter and annual
         true-up amounts which will be paid no later than February 28, 2005.

7.       All pre-tax, pre-corporate allocation profit and Net Income objectives
         are based upon West Telemarketing Corporation operations and will not
         include profit and income derived from mergers, acquisitions, joint
         ventures, stock buybacks or other non-operating income unless
         specifically and individually included upon completion of the
         transaction.

8.       The benefit plans, as referenced in Section 7(i), shall include
         insurance plans based upon eligibility pursuant to the plans. If the
         insurance plans do not provide for continued participation, the
         continuation of benefits shall be pursuant to COBRA. In the event
         Employee's benefits continue pursuant to COBRA and Employee accepts new
         employment during the consulting term, Employee may continue benefits
         thereafter to the extent allowed under COBRA. In no event shall
         benefits plans include the 401K Plan or the 1996 Stock Incentive Plan.

9.       At the discretion of executive management, you may also receive an
         additional bonus based on your individual performance. This bonus is
         not to be combined or netted together with any other bonus set forth in
         this agreement.

                                   /s/ Mark Lavin
                                ---------------------
                                Employee - Mark Lavin



                                                                   EXHIBIT 10.11

                                WEST CORPORATION

                                   MEMORANDUM

TO: STEVE STANGL

FROM: NANCEE BERGER

DATE: JANUARY 5, 2004

RE: 2004 COMPENSATION PLAN - EXHIBIT A

The compensation plan for 2004 while you are employed as President of West
Communication Services (West Telemarketing Corporation, West Telemarketing
Corporation Outbound, West Interactive Corporation, West Direct, Inc., Tel Mark
Sales), is being revised as indicated below:

1.       Your base salary will be $275,000.00. Should you elect to voluntarily
         terminate your employment, you will be compensated for your services
         through the date of your actual termination per your Employment
         Agreement.

    2.   You will be paid at the annual rate of $375,000 through December 31,
         2004. This represents your base salary plus $100,000 guaranteed bonus
         as you learn the operations of the other West Communications divisions.

    3.   You will also be eligible to earn up to $200,000 for achieving the
         pre-tax Net Income plan for the Communication Services division. The
         percent of plan achieved will apply to the bonus calculation, but will
         not exceed a total of $200,000. Up to $37,500 of this bonus will be
         available to be paid quarterly and trued up annually.

         4.       You are also eligible to receive an additional bonus for
                  pre-tax Net Income in excess of the plan. The bonus will be
                  calculated by multiplying the excess pre-tax Net Income times
                  .02. This bonus will be calculated at the end of the 2004 plan
                  year and will be paid no later than February 28, 2005.

4.       In addition, if West Corporation achieves it's 2004 Net Income range
         provided in December 2003, you will be eligible to receive an
         additional one-time bonus of $75,000.



         This bonus is not to be combined or netted together with any other
         bonus set forth in this agreement.

5.       You will be paid the amount due for any quarterly bonuses within thirty
         (30) days after the quarter ends, except for the 4th Quarter and annual
         true-up amounts which will be paid no later than February 28, 2005.

7.       All bonus objectives are based upon West Corporation operations and
         will not include profit and income derived from mergers, acquisitions,
         joint ventures, stock buy backs or other non-operating income unless
         specifically and individually included upon completion of the
         transaction.

8.       The benefit plans, as referenced in Section 7(i), shall include
         insurance plans based upon eligibility pursuant to the plans. If the
         insurance plans do not provide for continued participation, the
         continuation of benefits shall be pursuant to COBRA. In the event
         Employee's benefits continue pursuant to COBRA and Employee accepts new
         employment during the consulting term, Employee may continue benefits
         thereafter to the extent allowed under COBRA. In no event shall
         benefits plans include the 401K Plan or the 1996 Stock Incentive Plan.

9.       At the discretion of executive management, you may also receive an
         additional bonus based on your individual performance. This bonus is
         not to be combined or netted together with any other bonus set forth in
         this agreement.

                                 /s/ Steve Stangl
                             -----------------------
                             EMPLOYEE - STEVE STANGL



                                                                   EXHIBIT 10.12

                                WEST CORPORATION
                                   MEMORANDUM

TO: MIKE STURGEON

FROM: NANCEE BERGER

DATE: JANUARY 5, 2004

RE: 2004 COMPENSATION PLAN - EXHIBIT A

The compensation plan for 2004 while you are employed as Executive
Vice-President of Sales and Marketing for West Corporation is outlined below:

1.       Your base salary will be $220,000.00. Should you elect to voluntarily
         terminate your employment, you will be compensated for your services
         through the date of your actual termination per your Employment
         Agreement.

2.       You are eligible to receive up to a $100,000 annual performance bonus
         for West's Communication Services and Attention's aggregate revenue
         achieving plan of $860M. The percent of plan achieved will apply to the
         bonus calculation provided a minimum of 85% or $730M is achieved. This
         bonus will not exceed $100,000. Up to $18,750 of this bonus will be
         available to be paid quarterly and the total bonus will be trued up at
         the end of the year. Revenue dollars which exceed the plan amount
         stated above will be bonused at a rate factor of .0045. The excess
         bonus will be calculated at the end of 2004 and will be paid no later
         than February 28, 2005.

3.       You may also receive a quarterly performance bonus for three specific
         revenue goals as outlined below. These specific revenue growth bonuses
         will be calculated by applying year-to-date growth times the rate
         factor indicated on the schedules below:

                  -        2004 Attention Revenue Growth Bonus.

                  -        2004 WIC Growth Bonus.



                                    RATE FACTOR
                                 
Up to $10M of revenue growth            .005
$10M+                                    .01




                  -        2004 Home Agent Revenue Growth Bonus.

                                       
Revenue Growth                            .01
(not to include any West-designated
DR transactions)



4.       You will be paid the amount due for any quarterly bonuses within thirty
         (30) days after the quarter ends, except for the 4th Quarter and annual
         true-up amounts which will be paid no later than February 28, 2005.

5.       Bonuses will not be combined nor netted with any other bonus outlined
         in this compensation plan. A maximum of 75% of each bonus calculation
         will be paid thirty (30) days after the end of the quarter. A negative
         quarterly calculation will result in a loss carry forward and will be
         trued up each quarter and the total (100%) bonus true up will occur at
         the year end 2004 and will be paid no later than February 28, 2005.

6.       All objectives are based upon West Corporation operations and will not
         include revenue derived from mergers, acquisitions, joint ventures,
         stock buy backs or other non-operating income unless specifically and
         individually included upon completion of the transaction.

7.       The benefit plans, as referenced in Section 7(i), shall include
         insurance plans based upon eligibility pursuant to the plans. If the
         insurance plans do not provide for continued participation, the
         continuation of benefits shall be pursuant to COBRA. In the event
         Employee's benefits continue pursuant to COBRA and Employee accepts new
         employment during the consulting term, Employee may continue benefits
         thereafter to the extent allowed under COBRA. In no event shall
         benefits plans include the 401K Plan or the 1996 Stock Incentive Plan.

8.       At the discretion of executive management, you may receive an
         additional bonus based on your individual performance.

                                   /s/ Mike Sturgeon
                                   ------------------------
                                   Employee - Mike Sturgeon



                                                                   EXHIBIT 10.13

                                WEST CORPORATION

                                   MEMORANDUM

TO: JON "SKIP" HANSON

FROM: NANCEE BERGER

DATE: JANUARY 5, 2004

RE: 2004 COMPENSATION PLAN - EXHIBIT A

The compensation plan for 2004 while you are employed as Executive Vice
President for Corporate Services for West Corporation is being revised as
indicated below:

1.       Your base salary will be $225,000.00. Should you elect to voluntarily
         terminate your employment, you will be compensated for your services
         through the date of your actual termination per your Employment
         Agreement.

2.       You are eligible to receive a quarterly performance bonus based on each
         quarter's pre-tax Net Income growth when compared to the same quarter
         the previous year. (A negative differential will result in a loss carry
         forward to be applied to future bonus calculations.) The bonus will be
         calculated by multiplying the year-to-date pre-tax Net Income
         differential times the rate factor minus bonuses paid year-to-date for
         the respective calendar year. A maximum of 75% of each bonus
         calculation will be paid thirty (30) days after the end of the quarter
         except for 4th quarter and annual true-up amount which will be paid no
         later than February 28, 2005.

RATE FACTOR

                                      .0048

3.       All pre-tax Net Income objectives are based upon West Corporation
         operations and will not include profit and income derived from mergers,
         acquisitions, joint ventures, stock buy backs or other non-operating
         income unless specifically and individually included upon completion of
         the transaction.

         4.       The benefit plans, as referenced in Section 7(i), shall
                  include insurance plans based upon eligibility pursuant to the
                  plans. If the insurance plans do not provide for continued
                  participation, the continuation of benefits shall be pursuant
                  to COBRA. In the event Employee's benefits continue pursuant
                  to COBRA and Employee accepts new employment during the
                  consulting term, Employee may continue benefits thereafter to
                  the extent allowed under COBRA. In no event shall benefits
                  plans include the 401K Plan or the 1996 Stock Incentive Plan.



5.       At the discretion of executive management, you may receive an
         additional bonus based on your individual performance.

                                   /s/ Skip Hanson
                            ----------------------------
                            EMPLOYEE - JON "SKIP" HANSON



                                                                   EXHIBIT 10.14

                                WEST CORPORATION
                                   MEMORANDUM

TO: TODD STRUBBE

FROM: NANCEE BERGER

DATE: JANUARY 5, 2004

RE: 2004 COMPENSATION PLAN - EXHIBIT A

The compensation plan for 2004 while you are employed as President of West
Direct, Inc. ("WDI") and West Interactive Corporation ("WIC"), is being revised
as indicated below:

1.       Your base salary will be $250,000.00. Should you elect to voluntarily
         terminate your employment, you will be compensated for your services
         through the date of your actual termination per your Employment
         Agreement.

2.       You are eligible to receive up to a $75,000 annual performance bonus
         for meeting your WDI objective in pre-tax, pre-corporate allocation Net
         Income. The percent of plan achieved will apply to this bonus
         calculation, but will not exceed a total of $75,000 for the year. Up to
         $14,000 of this bonus will be available to be paid quarterly and trued
         up annually. This bonus is not to be combined or netted together with
         any other bonus set forth in this agreement.

3.       You are also eligible to receive up to a $75,000 annual performance
         bonus for meeting your WIC objective in pre-tax, pre-corporate
         allocation Net Income. The percent of plan achieved will apply to this
         bonus calculation, but will not exceed a total of $75,000 for the year.
         Up to $14,000 of this bonus will be available to be paid quarterly and
         trued up annually. This bonus is not to be combined or netted together
         with any other bonus set forth in this agreement.

4.       You are also eligible to receive an additional bonus for pre-tax,
         pre-corporate allocation Net Income in excess of WDI's and/or WIC's
         plan objectives. The bonus will be calculated by multiplying the
         respective excess plan pre-tax, pre-corporate allocation Net Income
         times .02. This bonus will be calculated at the end of 2004 plan year
         and will be paid no later than February 28, 2005. This bonus is not to
         be combined or netted together with any other bonus set forth in this
         agreement.



5.       In addition, if West Corporation achieves its 2004 Net Income range
         provided in December 2003, you will be eligible to receive an
         additional one-time bonus of $50,000. This bonus is not to be combined
         or netted together with any other bonus set forth in this agreement.

6.       You will be paid the amount due for any quarterly bonuses within thirty
         (30) days after the quarter ends, except for the 4th Quarter and annual
         true-up amounts which will be paid no later than February 28, 2005.

7.       All pre-tax profit and Net Income objectives are based upon each
         company's operations and will not include profit and income derived
         from mergers, acquisitions, joint ventures, stock buy backs or other
         non-operating income unless specifically and individually included upon
         completion of the transaction.

8.       The benefit plans, as referenced in Section 7(i), shall include
         insurance plans based upon eligibility pursuant to the plans. If the
         insurance plans do not provide for continued participation, the
         continuation of benefits shall be pursuant to COBRA. In the event
         Employee's benefits continue pursuant to COBRA and Employee accepts new
         employment during the consulting term, Employee may continue benefits
         thereafter to the extent allowed under COBRA. In no event shall
         benefits plans include the 401K Plan or the 1996 Stock Incentive Plan.

9.       At the discretion of executive management, you may also receive an
         additional bonus based on your individual performance. This bonus is
         not to be combined or netted together with any other bonus set forth in
         this agreement.

                                    /s/ Todd Strubbe
                                 -----------------------
                                 Employee - Todd Strubbe



                                                                   EXHIBIT 10.15

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is entered into effective the 9th day of January, 2004,
between West Telemarketing Corporation Outbound ("Employer"), a Delaware
corporation, and Michael E. Mazour ("Employee").

                                    RECITALS

         A.       WHEREAS, Employer and Employee have agreed to certain terms
and conditions of employment between the parties; and

         B.       WHEREAS, the parties desire to enter into this Agreement to
memorialize the terms and conditions of the employment relationship and any
prior and existing employment agreement(s) between the parties.

         NOW THEREFORE, the parties agree as follows;

         1.       Employment. Employer agrees to employ Employee in his capacity
as President of Employer. Employer may also direct Employee to perform such
duties for other entities which now are, or in the future may be, affiliated
with Employer (the "Affiliates"), subject to the limitation that Employee's
total time commitment shall be consistent with that normally expected of
similarly situated executive level employees. Employee shall serve Employer and
the Affiliates faithfully, diligently and to the best of his ability. Employee
agrees during the term of this Agreement to devote his best efforts, attention,
energy and skill to the performance of his employment and/or consulting duties
and to furthering the interest of Employer and the Affiliates.

         2.       Term of Employment. Employee's employment under this Agreement
shall commence effective the 9th day of January, 2004, and shall continue for a
period of two years unless terminated or renewed under the provisions of
Paragraph 6 below.

                  (a)      Unless terminated pursuant to Paragraph 6(a), the
         term of employment shall be extended by one year at the end of each
         successive year so that at the beginning of each successive year the
         term of this Agreement will be two years.

         3.       Compensation. Employer shall pay Employee as set forth in
Exhibit A attached hereto and incorporated herein as if fully set forth in this
paragraph. Employee may receive additional discretionary bonuses as determined
by the Board of Directors of Employer in its sole



discretion provided nothing contained herein shall be construed as a commitment
by the corporation to declare or pay any such bonuses.

         4.       Benefits. In addition to the compensation provided for in
Paragraph 3 above, Employer will provide Employee with employment benefits
commensurate to those received by other executive level employees of Employer
during the term of this Agreement.

         5.       Other Activities. Employee shall devote substantially all of
his working time and efforts during Employer's normal business hours to the
business and affairs of Employer and to the duties and responsibilities assigned
to him pursuant to this Agreement. Employee may devote a reasonable amount of
his time to civic, community or charitable activities. Employee in all events
shall be free to invest his assets in such manner as will not require any
substantial services by Employee in the conduct of the businesses or affairs of
the entities or in the management of the assets in which such investments are
made.

         6.       Term and Termination. The termination of this Agreement shall
be governed by the following:

                  (a)      The term of this Agreement shall be for the period
         set out in Paragraph 2 unless earlier terminated in one of the
         following ways:

                           (1)      Death. This Agreement shall immediately
                  terminate upon the death of Employee.

                           (2)      For Cause. Employer, upon written notice to
                  Employee, may terminate the employment of Employee at any time
                  for "cause." For purposes of this paragraph, "cause" shall be
                  deemed to exist if, and only if, the CEO and COO of Employer,
                  in good faith, determine that Employee has engaged, during the
                  performance of his duties hereunder, in significant objective
                  acts or omissions constituting dishonesty, willful misconduct
                  or gross negligence relating to the business of Employer.

                           (3)      Without Cause. Employer, upon written notice
                  to Employee, may terminate the employment of Employee at any
                  time without cause.

                           (4)      Resignation. Employee, upon written notice
                  to Employer, may resign from the employment of Employer at any
                  time.

                  (b)      Accrued Compensation on Termination. In the event of
         termination of the Agreement, Employee shall be entitled to receive:



                           (1)      salary earned prior to and including the
         date of termination;

                                    (2)      any bonus earned as of the end of
         the month immediately preceding the date of termination; and

                           (3)      all benefits, if any, which have vested as
         of the date of termination.

         7.       Consulting.

                  (a)      In the event of termination of employment pursuant to
         Paragraph 6(a)(3) or 6(a)(4) above, Employer and Employee agree that
         Employee shall, for a minimum period of twenty-four (24) months from
         the date of termination, serve as a consultant to Employer.

                  (b)      In the event of termination pursuant to Paragraph
         6(a)(2), Employer and Employee agree that Employer may, at its sole
         option, elect to retain the services of Employee as a consultant for a
         period of twenty-four (24) months from the date of termination and that
         Employee will serve as a consultant to Employer if Employer so elects.
         Employer shall make such election within ten (10) business days from
         the date of notice of termination.

                  (c)      During any period of consulting, Employee shall be
         acting as an independent contractor. As part of the consulting
         services, Employee agrees to provide certain services to Employer,
         including, but not limited to, the following:

                                             (1)      oral and written
         information with reference to continuing programs and new programs
         which were developed or under development under the supervision of
         Employee;

                                             (2)      meeting with officers and
         managers of Employer to discuss and review programs and to make
         recommendations;

                                             (3)      analysis, opinion and
         information regarding the effectiveness and public acceptance of their
         programs.

                  (d)      During the consulting period, Employee shall continue
         to receive, as compensation for his consulting, the annualized salary
         being paid at the time of termination. No bonus of any kind will be
         paid during any period of consulting.

                  (e)      Employee hereby agrees that during any period of
         consulting, he will devote his full attention, energy and skill to the
         performance of his duties and to furthering the interest of Employer
         and the affiliates, which shall include, and Employee acknowledges, a
         fiduciary duty and obligation to Employer. Employee acknowledges that
         this prohibition includes, but is not



         necessarily limited to, a preclusion from any other employment or
         consulting by Employee during the consulting period except pursuant to
         Paragraph 7(f) hereafter.

                           (f)      During the term of this Agreement, including
         any period of consulting, Employee shall not, singly, jointly, or as a
         member, employer or agent of any partnership, or as an officer, agent,
         employee, director, stockholder or investor of any other corporation or
         entity, or in any other capacity, engage in any business endeavors of
         any kind or nature whatsoever, other than those of Employer or its
         Affiliates without the express written consent of Employer; provided,
         however, that Employee may own stock in a publicly traded corporation.
         Employee agrees that Employer may in its sole discretion give or
         withhold its consent and understands that Employer's consent will not
         be unreasonably withheld if the following conditions are met:

                                             (1)      Employee's intended
         employment will not interfere in Employer's opinion with Employee's
         duties and obligations as a consultant, including the fiduciary duty
         assumed hereunder; and

                                             (2)      Employee's intended
         employment or activity would not, in the opinion of Employer, place
         Employee in a situation where confidential information of Employer or
         its Affiliates known to Employee may benefit Employee's new employer;
         and

                                             (3)      Employee's new employment
         will not, in Employer's opinion, result, directly or indirectly, in
         competition with Employer or its Affiliates, then or in the future.

                  (g)      Notwithstanding any provisions in this Agreement to
         the contrary, the provisions of Paragraph 7 shall survive the
         termination of this Agreement.

                  (h)      Employer shall reimburse Employee for all reasonable
         expenses incurred by Employee in furtherance of his consulting duties
         pursuant to this Agreement provided the expenses are pre-approved by
         Employer.

                  (i)      Benefits During Consulting Period. Employee and his
dependents shall be entitled to continue their participation in all benefit
plans in effect on the date of Employee's termination from employment during the
period of consulting, under the same terms and conditions and at the same net
cost to Employee as when employed by Employer unless Employee accepts new
employment during the consulting term in accordance with Paragraph 7 above, in
which event all benefits will cease, at Employer's option, when the new
employment is accepted by Employee. The benefit plans shall include insurance
plans based upon eligibility pursuant to the plans. If the insurance plans do
not provide for continued participation, the



continuation of benefits shall be pursuant to COBRA. In the event Employee's
benefits continue pursuant to COBRA and Employee accepts new employment during
the consulting term, Employee may continue benefits thereafter to the extent
allowed under COBRA. In no event shall benefit plans include the 401K Plan or
the 1996 Stock Incentive Plan.

         8.       Confidential Information. In the course of Employee's
employment, Employee will be provided with certain information, technical data
and know-how regarding the business of Employer and its Affiliates and their
products, all of which is confidential (hereinafter referred to as "Confidential
Information"). Employee agrees to receive, hold and treat all confidential
information received from Employer and its Affiliates as confidential and secret
and agrees to protect the secrecy of said Confidential Information. Employee
agrees that the Confidential Information will be disclosed only to those persons
who are required to have such knowledge in connection with their work for
Employer and that such Confidential Information will not be disclosed to others
without the prior written consent of the Employer. The provisions hereof shall
not be applicable to: (a) information which at the time of disclosure to
Employee is a matter of public knowledge; or (b) information which, after
disclosure to Employee, becomes public knowledge other than through a breach of
this Agreement. Unless the Confidential Information shall be of the type herein
before set forth, Employee shall not use such Confidential Information for his
own benefit or for a third party's or parties' benefit at any time. Upon
termination of employment, Employee will return all books, records and other
materials provided to or acquired by Employee during the course of employment
which relate in any way to Employer or its business. The obligations imposed
upon Employee by this paragraph shall survive the expiration or termination of
this Agreement.

         9.       Covenant Not to Compete. Notwithstanding any other provision
of this Agreement to the contrary, Employee covenants and agrees that for the
period of one (1) year following termination of his employment with Employer for
any reason he will not:

                  (a)      directly or indirectly, for himself, or as agent of,
         or on behalf of, or in connection with, any person, firm, association
         or corporation, engage in any business competing directly for the
         customers, prospective customers or accounts of the Employer or any of
         its Affiliates with whom Employee had contact or about whom Employee
         learned during the course of his employment with Employer and during
         the one (1) year immediately preceding the end of his employment.

                  (b)      induce or attempt to induce any person employed by
         Employer or any of its Affiliates, in any capacity, at the time of the
         termination of Employee's service with Employer, to leave his/her
         employment, agency directorship or office with Employer or the
         Affiliate.

                  (c)      induce or attempt to induce any customer of Employer
         or any of its Affiliates to terminate or change in any way its business
         relationship with Employer or the Affiliate.



         Employee agrees the knowledge and information gained by him in the
performance of his duties would be valuable to those who are now, or might
become, competitors of the Employer or its Affiliates and that the business of
Employer and its Affiliates by its nature, covers at least the entire United
States of America and Canada. In the event these covenants not to compete are
held, in any respect, to be an unreasonable restriction upon the Employee, the
Court so holding may reduce the territory, or time, to which it pertains or
otherwise reasonably modify the covenant to the extent necessary to render this
covenant enforceable by said Court for the reasonable protection of Employer and
its Affiliates. The obligations imposed upon Employee by this paragraph are
severable from, and shall survive the expiration or termination of, this
Agreement.

         10.      Developments.

                  (a)      Employee will make full and prompt disclosure to
         Employer of all inventions, improvements, discoveries, methods,
         developments, software and works of authorship, whether patentable or
         not, which are created, made, conceived, reduced to practice by
         Employee or under his direction or jointly with others during his
         employment by Employer, whether or not during normal working hours or
         on the premises of Employer which relate to the business of Employer as
         conducted from time to time (all of which are collectively referred to
         in this Agreement as "Developments").

                  (b)      Employee agrees to assign, and does hereby assign, to
         Employer (or any person or entity designated by Employer) all of his
         right, title and interest in and to all Developments and all related
         patents, patent applications, copyrights and copyright applications.

                  (c)      Employee agrees to cooperate fully with Employer,
         both during and after his employment with Employer, with respect to the
         procurement, maintenance and enforcement of copyrights and patents
         (both in the United States and foreign countries) relating to
         Developments. Employee shall sign all papers, including, without
         limitation, copyright applications, patent applications, declarations,
         oaths, formal assignments, assignment or priority rights, and powers of
         attorney, which Employer may deem necessary or desirable in order to
         protect its rights and interest in any Developments.

         11.      Injunction and Other Relief. Both parties hereto recognize
that the services to be rendered under this Agreement by Employee are special,
unique and of extraordinary character, and that in the event of the breach of
Employee of the terms and conditions of this Agreement to be performed by him,
or in the event Employee performs services for any person, firm or corporation
engaged in the competing line of business with Employer as provided in Paragraph
9, or if Employee shall breach the provisions of this Agreement with respect to
Confidential Information or consulting services, then Employer shall be
entitled, if it so elects, in addition to



all other remedies available to it under this Agreement or at law or in equity
to affirmative injunctive relief.

         12.      Severability. In the event that any of the provisions of this
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such invalidity or unenforceability shall not affect the remainder
of this Agreement and same shall be construed as if such invalid or
unenforceable provisions had never been a part hereof. In the event any court
would invalidate or fail to enforce any provision of Paragraph 7 and or
Paragraph 9 of this Agreement, Employee shall return any sums paid to Employee
by Employer pursuant to the consulting provision in Paragraph 7 hereof.

         13.      Governing Law. This Agreement shall be governed by the laws of
the State of Nebraska.

         14.      Entire Agreement. This Agreement constitutes the entire
agreement between the parties respecting the employment of Employee by Employer
and supersedes all prior understandings, arrangements and agreements, whether
oral or written, including without limitation, any existing employment
agreement, and may not be amended except by a writing signed by the parties
hereto.

         15.      Notice. Notices to Employer under this Agreement shall be in
writing and sent by registered mail, return receipt requested, at the following
address:

                  President and CEO
                  West Corporation
                  11808 Miracle Hills Drive
                  Omaha, Nebraska 68154

         16.      Miscellaneous. Employee acknowledges that:

                  (a)      He has consulted with or had an opportunity to
         consult with an attorney of Employee's choosing regarding this
         Agreement.

                  (b)      He will receive substantial and adequate
         consideration for his obligations under this Agreement.

                  (c)      He believes the obligations, terms and conditions
         hereof are reasonable and necessary for the protectable interests of
         Employer and are enforceable.



                  (d)      This Agreement contains restrictions on his
         post-employment activities.

         IN WITNESS WHEREOF, Employer has, by its appropriate officers, executed
this Agreement and Employee has executed this Agreement as of the day and year
first above written.

                                        WEST TELEMARKETING CORPORATION OUTBOUND,
                                        Employer

                                        By:  ___________________________________
                                        Its: ___________________________________

                                        ________________________________________
                                        Michael E. Mazour, Employee



                                WEST CORPORATION

                                   MEMORANDUM

TO: MICK MAZOUR

FROM: NANCEE BERGER

DATE: JANUARY 5, 2004

RE: 2004 COMPENSATION PLAN - EXHIBIT A

The compensation plan for 2004 while you are employed as President of West
Telemarketing Corporation Outbound ("WTCO"), including Dakotah Direct, LLC is
being revised as indicated below:

1.       Your base salary will be $250,000.00. Should you elect to voluntarily
         terminate your employment, you will be compensated for your services
         through the date of your actual termination per your Employment
         Agreement.

         2.       You are eligible to receive up to a $100,000 annual
                  performance bonus for meeting your plan objective in pre-tax,
                  pre-corporate allocation Net Income. The percent of plan
                  achievement will apply to this bonus calculation, but will not
                  exceed a total of $100,000 for the year. Up to $18,750 of this
                  bonus will be available to be paid quarterly and trued up
                  annually.

                           3.       You are also eligible to receive an
                                    additional bonus for pre-tax, pre-corporate
                                    allocation income in excess of your plan
                                    objectives. The bonus will be calculated by
                                    multiplying the excess plan pre-tax,
                                    pre-corporate allocation Net Income times
                                    .02. This bonus will be calculated at the
                                    end of 2004 plan year and will be paid no
                                    later than February 28, 2005.

6.       In addition, if West Corporation achieves its 2004 Net Income range
         provided in December 2003, you will be eligible to receive an
         additional one-time bonus of $50,000. This bonus is not to be combined
         or netted together with any other bonus set forth in this agreement.



5.       You will be paid the amount due for any quarterly bonuses within thirty
         (30) days after the quarter ends, except for the 4th Quarter and annual
         true-up amounts which will be paid no later than February 28, 2005.

6.       All pre-tax, pre-corporate allocation profit and Net Income objectives
         are based upon WTCO operations and will not include profit and income
         derived from mergers, acquisitions, joint ventures or other
         non-operating income unless specifically and individually included upon
         completion of the transaction.



7.       The benefit plans, as referenced in Section 7(i), shall include
         insurance plans based upon eligibility pursuant to the plans. If the
         insurance plans do not provide for continued participation, the
         continuation of benefits shall be pursuant to COBRA. In the event
         Employee's benefits continue pursuant to COBRA and Employee accepts new
         employment during the consulting term, Employee may continue benefits
         thereafter to the extent allowed under COBRA. In no event shall
         benefits plans include the 401K Plan or the 1996 Stock Incentive Plan.

8.       At the discretion of executive management, you may also receive an
         additional bonus based on your individual performance. This bonus is
         not to be combined or netted together with any other bonus set forth in
         this agreement.

                               _____________________________
                               Employee - Mick Mazour



                                                                   EXHIBIT 10.18

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is entered into this 7th day of May, 2003, between
Intercall, Inc. ("Employer"), a Delaware corporation, and Joseph Scott Etzler
("Employee").

                                    RECITALS

         A.       WHEREAS, West Corporation ("West") has entered into a purchase
agreement to acquire Employer dated March 27, 2003 (the "Purchase Agreement"),
which acquisition is expected to close on or about May 8, 2003, or shortly
thereafter (the "Closing Date"); and

         B.       WHEREAS, Employer and Employee have agreed to continue their
employment relationship after the acquisition of Employer, conditioned on
Employee's signing this Agreement, and have agreed on certain terms and
conditions of employment; and

         C.       WHEREAS, the parties desire to enter into this Agreement to
memorialize the terms and conditions of the employment relationship and any
prior and existing employment agreement(s) between the parties.

         NOW THEREFORE, the parties agree as follows;

         1.       Employment. Employer agrees to employ Employee in his capacity
as President of Employer. Employer may also direct Employee to perform such
duties for other entities which now are, or in the future may be, affiliated
with Employer (the "Affiliates"), subject to the limitation that Employee's
total time commitment shall be consistent with that normally expected of
similarly situated executive level employees. Employee shall serve Employer and
the Affiliates faithfully, diligently and to the best of his ability. Employee
agrees during the term of this Agreement to devote his best efforts, attention,
energy and skill to the performance of his employment and/or consulting duties
and to furthering the interest of Employer and the Affiliates.

         2.       Term of Employment. Employee's employment under this Agreement
         shall commence effective as of the Closing Date, and shall continue for
         a period of two years unless terminated or renewed under the provisions
         of Paragraph 6 below. This Agreement shall only be effective in the
         event that the transactions contemplated by the Purchase Agreement have
         been consummated in accordance with such Purchase Agreement. If such
         event does not occur, this Agreement is null and void and neither party
         will have been or will be obligated hereunder. Unless terminated
         pursuant to Paragraph 6(a), the term of employment shall be extended by
         one year at the end of



         each successive year so that at the beginning of each successive year
         the term of this Agreement will be two years.

         3.       Compensation. Employer shall pay Employee as set forth in
Exhibit A attached hereto and incorporated herein as if fully set forth in this
paragraph. Employee may receive additional discretionary bonuses as determined
by the Board of Directors of Employer in its sole discretion provided nothing
contained herein shall be construed as a commitment by the corporation to
declare or pay any such bonuses. Effective as of the Closing Date, Employee
hereby waives any right or claim to receive payments pursuant to, or to
otherwise participate in, the Intercall Severance Plan.

         4.       Benefits. In addition to the compensation provided for in
Paragraph 3 above, Employer will provide Employee with employment benefits
commensurate to those received by other executive level employees of Employer
during the term of this Agreement.

         5.       Other Activities. Employee shall devote substantially all of
his working time and efforts during Employer's normal business hours to the
business and affairs of Employer and to the duties and responsibilities assigned
to him pursuant to this Agreement. Employee may devote a reasonable amount of
his time to civic, community or charitable activities. Employee in all events
shall be free to invest his assets in such manner as will not require any
substantial services by Employee in the conduct of the businesses or affairs of
the entities or in the management of the assets in which such investments are
made.

         6.       Term and Termination. The termination of this Agreement shall
be governed by the following:

                  (a)      The term of this Agreement shall be for the period
         set out in Paragraph 2 unless earlier terminated in one of the
         following ways:

                           (1)      Death. This Agreement shall immediately
                  terminate upon the death of Employee.

                           (2)      For Cause. Employer, upon written notice to
                  Employee, may terminate the employment of Employee at any time
                  for "cause." For purposes of this paragraph, "cause" shall be
                  deemed to exist if, and only if, the CEO and COO of Employer,
                  in good faith, determine that Employee has engaged, during the
                  performance of his duties hereunder, in significant objective
                  acts or omissions constituting dishonesty, willful misconduct
                  or gross negligence relating to the business of Employer.



                           (3)      Without Cause. Employer, upon written notice
                  to Employee, may terminate the employment of Employee at any
                  time after December 31, 2003, without cause.

                           (4)      Resignation. Employee, upon written notice
                  to Employer, may resign from the employment of Employer at any
                  time.

                  (b)      Accrued Compensation on Termination. In the event of
         termination of the Agreement, Employee shall be entitled to receive:

                           (1)      salary earned prior to and including the
                  date of termination;

                           (2)      any bonus earned as of the end of the month
                  immediately preceding the date of termination; and

                           (3)      all benefits, if any, which have vested as
                  of the date of termination.

         7.       Consulting.

                  (a)      In the event of termination of employment pursuant to
         Paragraph 6(a)(3) or 6(a)(4) above, Employer and Employee agree that
         Employee shall, for a minimum period of twenty-four (24) months from
         the date of termination, serve as a consultant to Employer.

                  (b)      In the event of termination pursuant to Paragraph
         6(a)(2), Employer and Employee agree that Employer may, at its sole
         option, elect to retain the services of Employee as a consultant for a
         period of twenty-four (24) months from the date of termination and that
         Employee will serve as a consultant to Employer if Employer so elects.
         Employer shall make such election within ten (10) business days from
         the date of notice of termination.

                  (c)      During any period of consulting, Employee shall be
         acting as an independent contractor. As part of the consulting
         services, Employee agrees to provide certain services to Employer,
         including, but not limited to, the following:

                                    (1)      oral and written information with
         reference to continuing programs and new programs which were developed
         or under development under the supervision of Employee;

                                    (2)      meeting with officers and managers
         of Employer to discuss and review programs and to make recommendations;



                                    (3)      analysis, opinion and information
         regarding the effectiveness and public acceptance of their programs.

                  (d)      During the consulting period, Employee shall continue
         to receive, as compensation for his consulting, the annualized salary
         being paid at the time of termination. No bonus of any kind will be
         paid during any period of consulting.

                  (e)      Employee hereby agrees that during any period of
         consulting, he will devote his full attention, energy and skill to the
         performance of his duties and to furthering the interest of Employer
         and the affiliates, which shall include, and Employee acknowledges, a
         fiduciary duty and obligation to Employer. Employee acknowledges that
         this prohibition includes, but is not necessarily limited to, a
         preclusion from any other employment or consulting by Employee during
         the consulting period except pursuant to Paragraph 7(f) hereafter.

                  (f)      During the term of this Agreement, including any
         period of consulting, Employee shall not, singly, jointly, or as a
         member, employer or agent of any partnership, or as an officer, agent,
         employee, director, stockholder or investor of any other corporation or
         entity, or in any other capacity, engage in any business endeavors of
         any kind or nature whatsoever, other than those of Employer or its
         Affiliates without the express written consent of Employer; provided,
         however, that Employee may own stock in a publicly traded corporation.
         Employee agrees that Employer may in its sole discretion give or
         withhold its consent and understands that Employer's consent will not
         be unreasonably withheld if the following conditions are met:

                                    (1)      Employee's intended employment will
         not interfere in Employer's opinion with Employee's duties and
         obligations as a consultant, including the fiduciary duty assumed
         hereunder; and

                                    (2)      Employee's intended employment or
         activity would not, in the opinion of Employer, place Employee in a
         situation where Confidential Information of Employer or its Affiliates
         known to Employee may benefit Employee's new employer; and

                                    (3)      Employee's new employment will not,
         in Employer's opinion, result, directly or indirectly, in competition
         with Employer or its Affiliates, then or in the future.

                  (g)      Notwithstanding any provisions in this Agreement to
         the contrary, the provisions of Paragraph 7 shall survive the
         termination of this Agreement.

                  (h)      Employer shall reimburse Employee for all reasonable
         expenses incurred by Employee in furtherance of his consulting duties
         pursuant to this Agreement provided the expenses are pre-approved by
         Employer.



                  (i)      Benefits During Consulting Period. Employee and his
         dependents shall be entitled to continue their participation in all
         benefit plans in effect on the date of Employee's termination from
         employment during the period of consulting, under the same terms and
         conditions and at the same net cost to Employee as when employed by
         Employer unless Employee accepts new employment during the consulting
         term in accordance with Paragraph 7 above, in which event all benefits
         will cease, at Employer's option, when the new employment is accepted
         by Employee. The benefit plans shall include insurance plans based upon
         eligibility pursuant to the plans. If the insurance plans do not
         provide for continued participation, the continuation of benefits shall
         be pursuant to COBRA. In the event Employee's benefits continue
         pursuant to COBRA and Employee accepts new employment during the
         consulting term, Employee may continue benefits thereafter to the
         extent allowed under COBRA. In no event shall benefit plans include the
         401K Plan or the 1996 Stock Incentive Plan.

         8.       Confidential Information. In the course of Employee's
employment, Employee will be provided with certain information, technical data
and know-how regarding the business of Employer and its Affiliates and their
products, all of which is confidential (hereinafter referred to as "Confidential
Information"). Employee agrees to receive, hold and treat all Confidential
Information received from Employer and its Affiliates as confidential and secret
and agrees to protect the secrecy of said Confidential Information. Employee
agrees that the Confidential Information will be disclosed only to those persons
who are required to have such knowledge in connection with their work for
Employer and that such Confidential Information will not be disclosed to others
without the prior written consent of the Employer. The provisions hereof shall
not be applicable to: (a) information which at the time of disclosure to
Employee is a matter of public knowledge; or (b) information which, after
disclosure to Employee, becomes public knowledge other than through a breach of
this Agreement. Unless the Confidential Information shall be of the type herein
before set forth, Employee shall not use such Confidential Information for his
own benefit or for a third party's or parties' benefit at any time. Upon
termination of employment, Employee will return all books, records and other
materials provided to or acquired by Employee during the course of employment
which relate in any way to Employer or its business. The obligations imposed
upon Employee by this paragraph shall survive the expiration or termination of
this Agreement.

         9.       Covenant Not to Compete. Notwithstanding any other provision
of this Agreement to the contrary, Employee covenants and agrees that for the
period of one (1) year following termination of his employment with Employer for
any reason he will not:

                  (a)      directly or indirectly, for himself, or as agent of,
         or on behalf of, or in connection with, any person, firm, association
         or corporation, engage in any business competing directly for the
         customers, prospective customers or accounts of the Employer or any of
         its Affiliates with whom Employee had contact or about whom Employee
         learned during the course of his



         employment with Employer and during the one (1) year immediately
         preceding the end of his employment.

                  (b)      induce or attempt to induce any person employed by
         Employer or any of its Affiliates, in any capacity, at the time of the
         termination of Employee's service with Employer, to leave his/her
         employment, agency directorship or office with Employer or the
         Affiliate.

                  (c)      induce or attempt to induce any customer of Employer
         or any of its Affiliates to terminate or change in any way its business
         relationship with Employer or the Affiliate.

         Employee agrees the knowledge and information gained by him in the
performance of his duties would be valuable to those who are now, or might
become, competitors of the Employer or its Affiliates and that the business of
Employer and its Affiliates by its nature, covers at least the entire United
States of America and Canada. In the event these covenants not to compete are
held, in any respect, to be an unreasonable restriction upon the Employee, the
Court so holding may reduce the territory, or time, to which it pertains or
otherwise reasonably modify the covenant to the extent necessary to render this
covenant enforceable by said Court for the reasonable protection of Employer and
its Affiliates. The obligations imposed upon Employee by this paragraph are
severable from, and shall survive the expiration or termination of, this
Agreement.

         10.      Developments.

                  (a)      Employee will make full and prompt disclosure to
         Employer of all inventions, improvements, discoveries, methods,
         developments, software and works of authorship, whether patentable or
         not, which are created, made, conceived, reduced to practice by
         Employee or under his direction or jointly with others during his
         employment by Employer, whether or not during normal working hours or
         on the premises of Employer which relate to the business of Employer as
         conducted from time to time (all of which are collectively referred to
         in this Agreement as "Developments").

                  (b)      Employee agrees to assign, and does hereby assign, to
         Employer (or any person or entity designated by Employer) all of his
         right, title and interest in and to all Developments and all related
         patents, patent applications, copyrights and copyright applications.

                  (c)      Employee agrees to cooperate fully with Employer,
         both during and after his employment with Employer, with respect to the
         procurement, maintenance and enforcement of copyrights and patents
         (both in the United States and foreign countries) relating to
         Developments. Employee shall sign all papers, including, without
         limitation, copyright applications, patent applications, declarations,
         oaths, formal assignments, assignment or priority rights, and powers of
         attorney, which Employer may deem necessary or desirable in order to
         protect its rights and interest in any Developments.



         11.      Injunction and Other Relief. Both parties hereto recognize
that the services to be rendered under this Agreement by Employee are special,
unique and of extraordinary character, and that in the event of the breach of
Employee of the terms and conditions of this Agreement to be performed by him,
or in the event Employee performs services for any person, firm or corporation
engaged in the competing line of business with Employer as provided in Paragraph
9, or if Employee shall breach the provisions of this Agreement with respect to
Confidential Information or consulting services, then Employer shall be
entitled, if it so elects, in addition to all other remedies available to it
under this Agreement or at law or in equity to affirmative injunctive relief.

         12.      Severability. In the event that any of the provisions of this
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such invalidity or unenforceability shall not affect the remainder
of this Agreement and same shall be construed as if such invalid or
unenforceable provisions had never been a part hereof. In the event any court
would invalidate or fail to enforce any provision of Paragraph 7 and or
Paragraph 9 of this Agreement, Employee shall return any sums paid to Employee
by Employer pursuant to the consulting provision in Paragraph 7 hereof.

         13.      Governing Law. This Agreement shall be governed by the laws of
the State of Illinois.

         14.      Entire Agreement. This Agreement constitutes the entire
agreement between the parties respecting the employment of Employee by Employer
and supersedes all prior understandings, arrangements and agreements, whether
oral or written, including without limitation, any existing employment
agreement, and may not be amended except by a writing signed by the parties
hereto.

         15.      Notice. Notices to Employer under this Agreement shall be in
writing and sent by registered mail, return receipt requested, at the following
address:

                  President and CEO
                  West Corporation
                  11808 Miracle Hills Drive
                  Omaha, Nebraska 68154

         16.      Miscellaneous. Employee acknowledges that:

                  (a)      He has consulted with or had an opportunity to
         consult with an attorney of Employee's choosing regarding this
         Agreement.

                  (b)      He will receive substantial and adequate
         consideration for his obligations under this Agreement.



                  (c)      He believes the obligations, terms and conditions
         hereof are reasonable and necessary for the protectable interests of
         Employer and are enforceable.

                  (d)      This Agreement contains restrictions on his
         post-employment activities.

         IN WITNESS WHEREOF, Employer has, by its appropriate officers, executed
this Agreement and Employee has executed this Agreement as of the day and year
first above written.

                                    INTERCALL, INC.,
                                    Employer

                                    By:_________________________________________
                                    Its:________________________________________

                                    ____________________________________________
                                    Joseph Scott Etzler, Employee



                                 [WEST(SM) LOGO]

TO:      JOSEPH SCOTT ETZLER
FROM:    NANCEE BERGER
DATE:    JANUARY 1, 2004

Re:      2004 Compensation Plan

Your 2004 compensation plan ("Plan Year") for your employment as President for
Intercall, Inc. (the "Company") as of the date of acquisition of the Company by
West Corporation is as follows:

1.       Your base salary will be $410,000 per year.

2.       YOU MAY ALSO RECEIVE ADDITIONAL BONUSES PURSUANT TO PARAGRAPH 3 OF YOUR
         EMPLOYMENT AGREEMENT. THE COMPANY INTENDS TO CALCULATE THOSE BONUSES AS
         FOLLOWS:

         A)  FIRST, YOU WILL BE ELIGIBLE TO RECEIVE A BONUS BASED UPON THE
             COMPANY'S RESULTS ("COMPANY PROFITABILITY BONUS"). THE COMPANY
             INTENDS TO CALCULATE THIS COMPANY PROFITABILITY BONUS AS FOLLOWS:

                  1)       THE TARGET COMPANY PROFITABILITY BONUS SHALL BE
                           $220,000.

                  2)       EACH CUMULATIVE QUARTER'S NET OPERATING INCOME FOR
                           THE COMPANY ("PLAN YEAR COMPANY NOI") WILL BE
                           COMPARED TO THE CUMULATIVE BUDGETED NET OPERATING
                           INCOME FOR THE COMPANY FOR THE SAME PERIOD ("COMPANY
                           NOI BUDGET").

                  3)       THE PERCENTAGE BY WHICH THE CUMULATIVE PLAN YEAR
                           COMPANY NOI EXCEEDS (I.E., A POSITIVE PERCENTAGE) OR
                           IS LESS THAN (I.E., A NEGATIVE PERCENTAGE) THE
                           CUMULATIVE COMPANY NOI BUDGET SHALL BE THE "COMPANY
                           PROFIT VARIANCE PERCENTAGE."

                  4)       EACH QUARTER'S CUMULATIVE REVENUE FOR THE COMPANY
                           ("PLAN YEAR COMPANY REVENUE") WILL BE COMPARED TO THE
                           CUMULATIVE BUDGETED REVENUE FOR THE COMPANY FOR THE
                           SAME PERIOD ("COMPANY REVENUE BUDGET").

                  5)       THE PERCENTAGE BY WHICH THE CUMULATIVE PLAN YEAR
                           COMPANY REVENUE EXCEEDS (I.E., A POSITIVE PERCENTAGE)
                           OR IS LESS THAN (I.E., A NEGATIVE PERCENTAGE) THE
                           CUMULATIVE COMPANY REVENUE BUDGET SHALL BE THE
                           "COMPANY REVENUE VARIANCE PERCENTAGE."



                  6)       THE SUM OF ONE HUNDRED PERCENTAGE POINTS (100%), PLUS
                           THE PRODUCT OF (I) THE AVERAGE OF THE COMPANY PROFIT
                           VARIANCE PERCENTAGE AND THE COMPANY REVENUE VARIANCE
                           PERCENTAGE, MULTIPLIED BY (II) THREE (3), IS THE
                           "COMPANY BONUS FACTOR."

                  7)       THE PRODUCT OF THE COMPANY BONUS FACTOR AND THE
                           TARGET COMPANY PROFITABILITY BONUS, LESS ANY AMOUNTS
                           PAID TO YOU FOR PRIOR COMPANY PROFITABILITY BONUSES
                           DURING THE PLAN YEAR, WILL BE PAID TO YOU IN THE
                           MONTH FOLLOWING EACH QUARTER END.

                  8)       SECOND, YOU WILL BE ELIGIBLE TO RECEIVE A BONUS EQUAL
                           TO THE PRODUCT OF (I) THE SUM OF ONE HUNDRED
                           PERCENTAGE POINTS (100%) PLUS THE AVERAGE OF THE
                           COMPANY PROFIT VARIANCE PERCENTAGE AND THE COMPANY
                           REVENUE VARIANCE PERCENTAGE, MULTIPLIED BY (II)
                           $220,000 (THE "RETENTION BONUS"). THE RETENTION BONUS
                           WILL BE CALCULATED QUARTERLY ON A PRO RATA BASIS.
                           FIFTY-FOUR AND FIVE-TENTHS (54.5%) OF THE RETENTION
                           BONUS WILL BE PAID ON A QUARTERLY BASIS IN THE MONTH
                           FOLLOWING EACH QUARTER END, AND FORTY-FIVE AND
                           FIVE-TENTHS PERCENT (45.5%) OF THE RETENTION BONUS
                           WILL BE PAID AT THE END OF THE PLAN YEAR.

                  9)       IN NO EVENT SHALL THE COMPANY PROFITABILITY BONUS
                           EXCEED $550,000.

                  10.      All bonus calculations will be based upon the
                           Company's operations and will not include profit and
                           income derived from mergers, acquisitions, joint
                           ventures, stock buybacks, other non-operating income
                           or loss, or financing changes associated with such
                           events unless elected to be included by the Company.

                                    /S/ SCOTT ETZLE
                                    --------------------------------------------
                                    Employee - Joseph Scott Etzler



                                                                   EXHIBIT 10.19

- --------------------------------------------------------------------------------

                                  $325,000,000

                                CREDIT AGREEMENT

                                      among

                                WEST CORPORATION,
                                   as Borrower

                                       and

                    THE DOMESTIC SUBSIDIARIES OF THE BORROWER
                        FROM TIME TO TIME PARTIES HERETO,
                                 as Guarantors,

                           THE LENDERS PARTIES HERETO

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Administrative Agent,

                     WELLS FARGO BANK NATIONAL ASSOCIATION,
                              as Syndication Agent,

                              BANK OF AMERICA, N.A.
                                       and
                                  BNP PARIBAS,
                           as Co-Documentation Agents

                                       and

                           WACHOVIA SECURITIES, INC.,
                      as Lead Arranger and Sole Book Runner

                             Dated as of May 9, 2003

- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----
                                                                                                            
ARTICLE I  DEFINITIONS.....................................................................................       1
         Section 1.1   Defined Terms.......................................................................       1
         Section 1.2   Other Definitional Provisions.......................................................      24
         Section 1.3   Accounting Terms....................................................................      24
ARTICLE II  THE LOANS; AMOUNT AND TERMS....................................................................      25
         Section 2.1   Revolving Loans.....................................................................      25
         Section 2.2   Term Loan Facility..................................................................      27
         Section 2.3   Letter of Credit Subfacility........................................................      28
         Section 2.4   Swingline Loan Subfacility..........................................................      31
         Section 2.5   Fees................................................................................      33
         Section 2.6   Commitment Reductions...............................................................      34
         Section 2.7   Repayments and Prepayments..........................................................      34
         Section 2.8   Minimum Principal Amount of Tranches................................................      36
         Section 2.9   Default Rate and Payment Dates......................................................      36
         Section 2.10  Conversion Options..................................................................      36
         Section 2.11  Computation of Interest and Fees....................................................      37
         Section 2.12  Pro Rata Treatment and Payments.....................................................      37
         Section 2.13  Non-Receipt of Funds by the Administrative Agent....................................      39
         Section 2.14  Inability to Determine Interest Rate................................................      40
         Section 2.15  Illegality..........................................................................      40
         Section 2.16  Requirements of Law.................................................................      41
         Section 2.17  Indemnity...........................................................................      42
         Section 2.18  Taxes...............................................................................      42
         Section 2.19  Indemnification; Nature of Issuing Lender's Duties..................................      44
ARTICLE III  REPRESENTATIONS AND WARRANTIES................................................................      46
         Section 3.1   Financial Condition.................................................................      46
         Section 3.2   No Change...........................................................................      46
         Section 3.3   Corporate Existence; Corporate Power; Compliance with Law...........................      46
         Section 3.4   Authorization; Enforceable Obligations..............................................      47
         Section 3.5   No Legal Bar; No Default............................................................      47
         Section 3.6   No Material Litigation..............................................................      48
         Section 3.7   Investment Company Act..............................................................      48
         Section 3.8   Margin Regulations..................................................................      48
         Section 3.9   ERISA...............................................................................      48
         Section 3.10  Environmental Matters...............................................................      49
         Section 3.11  Purpose of Loans....................................................................      50
         Section 3.12  Subsidiaries........................................................................      50
         Section 3.13  Ownership...........................................................................      50
         Section 3.14  Indebtedness........................................................................      50
         Section 3.15  Taxes...............................................................................      51
         Section 3.16  Solvency............................................................................      51
         Section 3.17  Investments.........................................................................      51
         Section 3.18  Location of Assets..................................................................      51
         Section 3.19  No Burdensome Restrictions..........................................................      51
         Section 3.20  Brokers' Fees.......................................................................      52


                                        i



                                                                                                              
         Section 3.21  Labor Matters...........................................................................  52
         Section 3.22  Security Documents......................................................................  52
         Section 3.23  Accuracy and Completeness of Information................................................  52
         Section 3.24  Consummation of Acquisition; Representations and Warranties from Other Documents........  53
         Section 3.25  Material Agreements.....................................................................  53
         Section 3.26  Insurance...............................................................................  53
ARTICLE IV  CONDITIONS PRECEDENT...............................................................................  53
         Section 4.1   Conditions to Closing Date and Initial Revolving Loans and Term Loans...................  53
         Section 4.2   Conditions to All Extensions of Credit..................................................  57
ARTICLE V  AFFIRMATIVE COVENANTS...............................................................................  58
         Section 5.1   Financial Statements....................................................................  58
         Section 5.2   Certificates; Other Information.........................................................  59
         Section 5.3   Payment of Obligations..................................................................  60
         Section 5.4   Conduct of Business and Maintenance of Existence........................................  60
         Section 5.5   Maintenance of Property; Insurance......................................................  60
         Section 5.6   Inspection of Property; Books and Records; Discussions..................................  61
         Section 5.7   Notices.................................................................................  61
         Section 5.8   Environmental Laws......................................................................  62
         Section 5.9   Financial Covenants.....................................................................  63
         Section 5.10  Additional Subsidiary Guarantors........................................................  63
         Section 5.11  Compliance with Law.....................................................................  64
         Section 5.12  Pledged Capital Stock...................................................................  64
         Section 5.13  Post-Closing Requirement................................................................  64
ARTICLE VI  NEGATIVE COVENANTS.................................................................................  64
         Section 6.1   Indebtedness............................................................................  65
         Section 6.2   Liens...................................................................................  66
         Section 6.3   Nature of Business......................................................................  66
         Section 6.4   Consolidation, Merger, Sale or Purchase of Assets, etc..................................  67
         Section 6.5   Advances, Investments and Loans.........................................................  68
         Section 6.6   Transactions with Affiliates............................................................  68
         Section 6.7   Ownership of Subsidiaries; Restrictions.................................................  68
         Section 6.8   Fiscal Year; Organizational Documents; Material Agreements..............................  68
         Section 6.9   Limitation on Restricted Actions........................................................  69
         Section 6.10  Restricted Payments.....................................................................  69
         Section 6.11  Prepayments of Subordinated Debt, etc...................................................  69
         Section 6.12  Sale Leasebacks.........................................................................  69
         Section 6.13  No Further Negative Pledges.............................................................  70
ARTICLE VII  EVENTS OF DEFAULT.................................................................................  70
         Section 7.1   Events of Default.......................................................................  70
         Section 7.2   Acceleration; Remedies..................................................................  72
ARTICLE VIII  THE AGENT........................................................................................  73
         Section 8.1   Appointment.............................................................................  73
         Section 8.2   Delegation of Duties....................................................................  73
         Section 8.3   Exculpatory Provisions..................................................................  74
         Section 8.4   Reliance by Administrative Agent........................................................  74
         Section 8.5   Notice of Default.......................................................................  74
         Section 8.6   Non-Reliance on Administrative Agent and Other Lenders..................................  75



                                       ii



                                                                                                              
         Section 8.7   Indemnification.........................................................................  75
         Section 8.8   Administrative Agent in Its Individual Capacity.........................................  76
         Section 8.9   Successor Administrative Agent..........................................................  76
ARTICLE IX  MISCELLANEOUS......................................................................................  76
         Section 9.1   Amendments, Waivers and Release of Collateral...........................................  76
         Section 9.2   Notices.................................................................................  78
         Section 9.3   No Waiver; Cumulative Remedies..........................................................  79
         Section 9.4   Survival of Representations and Warranties..............................................  79
         Section 9.5   Payment of Expenses and Taxes...........................................................  80
         Section 9.6   Successors and Assigns; Participations; Purchasing Lenders..............................  80
         Section 9.7   Adjustments; Set-off....................................................................  83
         Section 9.8   Table of Contents and Section Headings..................................................  84
         Section 9.9   Counterparts............................................................................  84
         Section 9.10  Effectiveness...........................................................................  84
         Section 9.11  Severability............................................................................  85
         Section 9.12  Integration.............................................................................  85
         Section 9.13  Governing Law...........................................................................  85
         Section 9.14  Consent to Jurisdiction and Service of Process..........................................  85
         Section 9.15  Confidentiality.........................................................................  86
         Section 9.16  Acknowledgments.........................................................................  86
         Section 9.17  Waivers of Jury Trial...................................................................  87
ARTICLE X  GUARANTY............................................................................................  87
         Section 10.1  The Guaranty............................................................................  87
         Section 10.2  Bankruptcy..............................................................................  88
         Section 10.3  Nature of Liability.....................................................................  88
         Section 10.4  Independent Obligation..................................................................  88
         Section 10.5  Authorization...........................................................................  88
         Section 10.6  Reliance................................................................................  89
         Section 10.7  Waiver..................................................................................  89
         Section 10.8  Limitation on Enforcement...............................................................  90



                                       iii





Schedules
- ---------
                                 
Schedule 1.1(a)                     Account Designation Letter
Schedule 1.1(b)                     Permitted Liens
Schedule 2.1(a)                     Schedule of Lenders and Commitments
Schedule 2.1(b)(i)                  Form of Notice of Borrowing
Schedule 2.1(e)                     Form of Revolving Note
Schedule 2.2(d)                     Form of Term Note
Schedule 2.4(d)                     Form of Swingline Note
Schedule 2.10                       Form of Notice of Conversion/Extension
Schedule 2.18                       Section 2.18 Certificate
Schedule 3.12                       Subsidiaries
Schedule 3.18(a)                    Location of Real Property
Schedule 3.18(b)                    Chief Executive Offices
Schedule 3.21                       Labor Matters
Schedule 4.1(b)                     Form of Secretary's Certificate
Schedule 4.1(g)                     Form of Solvency Certificate
Schedule 5.10                       Form of Joinder Agreement
Schedule 6.1(b)                     Indebtedness
Schedule 9.2                        Schedule of Lenders' Lending Offices
Schedule 9.6(c)                     Form of Commitment Transfer Supplement


                                       iv



         CREDIT AGREEMENT, dated as of May 9, 2003, among WEST CORPORATION, a
Delaware corporation (the "Borrower") those Domestic Subsidiaries of the
Borrower identified as a "Guarantor" on the signature pages hereto and such
other Domestic Subsidiaries of the Borrower as may from time to time become a
party hereto (collectively, the "Guarantors"), the several banks and other
financial institutions as may from time to time become parties to this Credit
Agreement (collectively, the "Lenders"; and individually, a "Lender") and
WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders
hereunder (in such capacity, the "Administrative Agent").

                              W I T N E S S E T H:

         WHEREAS, the Borrower has requested that the Lenders make loans and
other financial accommodations to the Borrower in the amount of up to
$325,000,000, as more particularly described herein;

         WHEREAS, the Lenders have agreed to make such loans and other financial
accommodations to the Borrower on the terms and conditions contained herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

         Section 1.1 Defined Terms.

         As used in this Credit Agreement, terms defined in the preamble to this
Credit Agreement have the meanings therein indicated, and the following terms
have the following meanings:

         "Account Designation Letter" shall mean the Notice of Account
Designation Letter dated as of the Closing Date from the Borrower to the
Administrative Agent substantially in the form attached hereto as Schedule
1.1(a).

         "Acquired Company" shall mean ITC Holding Company, Inc., a Delaware
corporation.

         "Acquisition" shall mean the acquisition of the Acquired Company by the
Borrower pursuant to the Acquisition Documents.

         "Acquisition Documents" shall mean that certain Agreement and Plan of
Merger dated as of March 27, 2003, as amended as of April 11, 2003 and as
further amended as of May 7, 2003, among the Borrower, Dialing Acquisition
Corp., a Delaware corporation, and the Acquired Company, as amended, modified or
supplemented from time to time.



         "Additional Credit Party" shall mean each Person that becomes a
Guarantor by execution of a Joinder Agreement in accordance with Section 5.10.

         "Administrative Agent" shall have the meaning set forth in the first
paragraph of this Credit Agreement and any successors in such capacity.

         "Affiliate" shall mean as to any Person, any other Person (excluding
any Subsidiary) which, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person. For purposes of this
definition, a Person shall be deemed to be "controlled by" a Person if such
Person possesses, directly or indirectly, power either (a) to vote ten percent
(10%) or more of the securities having ordinary voting power for the election of
directors of such Person or (b) to direct or cause the direction of the
management and policies of such Person whether by contract or otherwise.

         "Aggregate Revolving Committed Amount" shall have the meaning set forth
in Section 2.1.

         "Alternate Base Rate" shall mean, for any day, a rate per annum equal
to the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof:
"Prime Rate" shall mean, at any time, the rate of interest per annum publicly
announced from time to time by Wachovia at its principal office in Charlotte,
North Carolina as its prime rate. Each change in the Prime Rate shall be
effective as of the opening of business on the day such change in the Prime Rate
occurs. The parties hereto acknowledge that the rate announced publicly by
Wachovia as its Prime Rate is an index or base rate and shall not necessarily be
its lowest or best rate charged to its customers or other banks; and "Federal
Funds Effective Rate" shall mean, for any day, the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published on the next succeeding Business Day, the average of the quotations for
the day of such transactions received by the Administrative Agent from three
federal funds brokers of recognized standing selected by it. If for any reason
the Administrative Agent shall have determined (which determination shall be
conclusive in the absence of manifest error) that it is unable to ascertain the
Federal Funds Effective Rate, for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance with
the terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the opening of business on the date of such
change.

         "Alternate Base Rate Loans" shall mean Loans that bear interest at an
interest rate based on the Alternate Base Rate.

         "Applicable Percentage" shall mean, for any day, the rate per annum set
forth below opposite the applicable level then in effect:

                                       2





                                                        APPLICABLE PERCENTAGE
                               APPLICABLE PERCENTAGE       FOR LIBOR RATE
                                FOR ALTERNATE BASE     LOANS (REVOLVING LOANS
           CONSOLIDATED        RATE LOANS (REVOLVING      AND TERM LOAN) AND
LEVEL     LEVERAGE RATIO        LOANS AND TERM LOAN)     LETTER OF CREDIT FEE   COMMITMENT FEE
- -----     --------------       ---------------------   ----------------------   --------------
                                                                    
  I         < 0.50x                    0.00%                   1.00%                 0.25%
 II      > or = 0.50x but              0.00%                   1.25%                 0.30%
            < 1.00x
III      > or = 1.00x but              0.25%                   1.50%                 0.35%
           < 1.50x
 IV      > or = 1.50x                  0.75%                   2.00%                 0.50%


                  The Applicable Percentage shall be determined and adjusted
         quarterly on the date five (5) Business Days after the date on which
         the Administrative Agent has received from the Borrower the quarterly
         financial information and certifications required to be delivered to
         the Administrative Agent and the Lenders in accordance with the
         provisions of Sections 5.1(b) and 5.2(b) pursuant to which the Borrower
         notifies the Administrative Agent of a change in the applicable pricing
         level based on the financial information contained therein (each an
         "Interest Determination Date"). Such Applicable Percentage shall be
         effective from such Interest Determination Date until the next such
         Interest Determination Date. If the Borrower shall fail to provide the
         quarterly financial information and certifications in accordance with
         the provisions of Sections 5.1(b) and 5.2(b), the Applicable Percentage
         from such Interest Determination Date shall, on the date five (5)
         Business Days after the date by which the Borrower was so required to
         provide such financial information and certifications to the
         Administrative Agent and the Lenders, be based on Level IV until such
         time as such information and certifications are provided, whereupon the
         Level shall be determined by the then current Consolidated Leverage
         Ratio.

         "Arranger" shall mean Wachovia Securities, Inc.

         "Asset Disposition" shall mean the disposition of any or all of the
assets (including, without limitation, the Capital Stock of a Subsidiary or any
ownership interest in a joint venture) of any Credit Party or any Subsidiary
whether by sale, lease, transfer or otherwise. The term "Asset Disposition"
shall not include (i) Specified Sales, (ii) the sale, lease or transfer of
assets permitted by Section 6.4(a)(iii) or (iv) hereof, or (iii) any Equity
Issuance.

         "Bankruptcy Code" shall mean the Bankruptcy Code in Title 11 of the
United States Code, as amended, modified, succeeded or replaced from time to
time.

         "Borrower" shall have the meaning set forth in the first paragraph of
this Credit Agreement.

         "Borrowing Date" shall mean, in respect of any Loan, the date such Loan
is made.

         "Business" shall have the meaning set forth in Section 3.10(b).

                                       3



         "Business Day" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in Charlotte, North Carolina or New York, New York
are authorized or required by law to close; provided, however, that when used in
connection with a rate determination, borrowing or payment in respect of a LIBOR
Rate Loan, the term "Business Day" shall also exclude any day on which banks in
London, England are not open for dealings in Dollar deposits in the London
interbank market.

         "Capital Lease" shall mean any lease of property, real or personal, the
obligations with respect to which are required to be capitalized on a balance
sheet of the lessee in accordance with GAAP.

         "Capital Stock" shall mean (i) in the case of a corporation, capital
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of capital stock, (iii) in the case of a partnership, partnership
interests (whether general or limited), (iv) in the case of a limited liability
company, membership interests and (v) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

         "Cash Equivalents" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition ("Government Obligations"), (ii)
U.S. dollar denominated (or foreign currency fully hedged or other non-hedged
foreign currency in an aggregate amount not to exceed $5,000,000) time deposits,
certificates of deposit, Eurodollar time deposits and Eurodollar certificates of
deposit of (x) any domestic commercial bank of recognized standing having
capital, surplus and retained earnings in excess of $250,000,000, (y) any
domestic commercial bank having capital and surplus of less than $250,000,000,
provided that no more than $25,000,000 of such investments shall be deemed "Cash
Equivalents" at any time, or (z) any bank whose short-term commercial paper
rating from S&P is at least A-1 or the equivalent thereof or from Moody's is at
least P-1 or the equivalent thereof (any such bank being an "Approved Bank"), in
each case with maturities of not more than 364 days from the date of
acquisition, (iii) commercial paper and variable or fixed rate notes issued by
any Approved Bank (or by the parent company thereof) or any variable rate notes
issued by, or guaranteed by any domestic corporation rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody's and maturing within six months of the date of acquisition,
(iv) repurchase agreements with a bank or trust company (including a Lender) or
a recognized securities dealer having capital, surplus and retained earnings in
excess of $500,000,000 for direct obligations issued by or fully guaranteed by
the United States of America and (v) obligations of any state of the United
States or any political subdivision thereof for the payment of the principal and
redemption price of and interest on which there shall have been irrevocably
deposited Government Obligations maturing as to principal and interest at times
and in amounts sufficient to provide such payment.

         "Change of Control" shall mean (a) any Person or two or more Persons
acting in concert (other than members of the West Family Group) shall have
acquired "beneficial ownership," directly or indirectly, of, or shall have
acquired by contract or otherwise, or shall have entered into a

                                       4



contract or arrangement that, upon consummation, will result in its or their
acquisition of, or control over, Voting Stock of the Borrower (or other
securities convertible into such Voting Stock) representing 50% or more of the
combined voting power of all Voting Stock of the Borrower, or (b) Continuing
Directors shall cease for any reason to constitute a majority of the members of
the board of directors of the Borrower then in office. As used herein,
"beneficial ownership" shall have the meaning provided in Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934.

         "Closing Date" shall mean the date of this Credit Agreement.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Collateral" shall mean a collective reference to the collateral which
is identified in, and at any time will be covered by, the Security Documents.

         "Commitment" shall mean the Revolving Commitment, the LOC Commitment,
the Swingline Commitment and the Term Loan Commitment, individually or
collectively, as appropriate.

         "Commitment Fee" shall have the meaning set forth in Section 2.5(a).

         "Commitment Percentage" shall mean the Revolving Commitment Percentage,
the LOC Commitment Percentage and/or the Term Loan Commitment Percentage, as
appropriate.

         "Commitment Period" shall mean the period from and including the
Closing Date to but not including the Maturity Date.

         "Commitment Transfer Supplement" shall mean a Commitment Transfer
Supplement, substantially in the form of Schedule 9.6(c).

         "Commonly Controlled Entity" shall mean an entity, whether or not
incorporated, which is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group which includes the Borrower and
which is treated as a single employer under Section 414 of the Code.

         "Consolidated Capital Expenditures" shall mean, for any period, all
capital expenditures of the Consolidated Group on a consolidated basis for such
period, as determined in accordance with GAAP. The term "Consolidated Capital
Expenditures" shall not include capital expenditures in respect of the
reinvestment of proceeds derived from Recovery Events received by the Borrower
and its Subsidiaries to the extent that such reinvestment is permitted under the
Credit Documents.

         "Consolidated EBITDA" shall mean, as of any date for the four fiscal
quarter period ending on such date with respect to the Consolidated Group on a
consolidated basis, the sum of (i) Consolidated Net Income, plus (ii) an amount
which, in the determination of Consolidated Net Income, has been deducted for
(A) Consolidated Interest Expense, (B) total federal, state, local

                                       5



and foreign income, value added and similar taxes and (C) depreciation and
amortization expense, all as determined in accordance with GAAP; provided that
Consolidated EBITDA shall include add-backs relating to the Acquisition of up to
$26,000,000, as calculated by the Administrative Agent. Notwithstanding the
above, Consolidated EBITDA shall be (i) for the fiscal quarter ending June 30,
2002, $63,156,000, (ii) for the fiscal quarter ending September 30, 2002,
$57,190,000, (iii) for the fiscal quarter ending December 31, 2002, $70,782,000,
and (iv) for the fiscal quarter ending March 31, 2003, $66,360,000.

         "Consolidated Fixed Charge Coverage Ratio" shall mean, as of the end of
each fiscal quarter of the Consolidated Group for the four fiscal quarter period
ending on such date with respect to the Consolidated Group on a consolidated
basis, the ratio of (i) Consolidated EBITDA for the applicable period minus
Consolidated Capital Expenditures for the applicable period to (ii) the sum of
Consolidated Interest Expense for the applicable period plus Scheduled Funded
Debt Payments for the applicable period plus payments made in connection with
earnout obligations for the applicable period to the extent permitted hereunder
plus cash taxes paid during the applicable period. Notwithstanding the
foregoing, for purposes of calculating the Consolidated Fixed Charge Coverage
Ratio for the first three complete fiscal quarters to occur after the Closing
Date, the Consolidated Fixed Charge Coverage Ratio shall be determined by
annualizing the components of the denominator thereof such that for the first
complete fiscal quarter to occur after the Closing Date such components would be
multiplied by four (4), the first two complete fiscal quarters would be
multiplied by two (2) and the first three complete fiscal quarters would be
multiplied by one and one-third (1 1/3).

         "Consolidated Group" shall mean the Borrower and its Consolidated
Subsidiaries.

         "Consolidated Interest Expense" shall mean, for any period, all cash
interest expense of the Consolidated Group (including, without limitation, the
interest component under Capital Leases), as determined in accordance with GAAP.
For purposes hereof, Consolidated Interest Expense for the first three complete
fiscal quarters to occur after the Closing Date shall be determined by
annualizing Consolidated Interest Expense such that for the first complete
fiscal quarter to occur after the Closing Date such components would be
multiplied by four (4), the first two complete fiscal quarters would be
multiplied by two (2) and the first three fiscal quarters would be multiplied by
one and one-third (1 1/3).

         "Consolidated Leverage Ratio" shall mean, as of the end of any fiscal
quarter of the Consolidated Group for the four fiscal quarter period ending on
such date with respect to the Consolidated Group on a consolidated basis, the
ratio of (a) Funded Debt of the Consolidated Group on a consolidated basis on
the last day of such period to (b) the sum of (i) Consolidated EBITDA for such
period plus (ii) any payments made by the Credit Parties during such period
under Synthetic Leases (including, without limitation, pursuant to the Operative
Agreements).

         "Consolidated Net Income" shall mean, as of any date for the four
fiscal quarter period ending on such date with respect to the Consolidated Group
on a consolidated basis, net income (excluding extraordinary items) after
Consolidated Interest Expense, income taxes and depreciation and amortization,
all as determined in accordance with GAAP.

                                       6



         "Consolidated Subsidiary" shall mean, as to any Person, any subsidiary
of such Person which under the rules of GAAP consistently applied should have
its financial results consolidated with those of such Person for purposes of
financial accounting statements.

         "Continuing Directors" shall mean during any period of up to 24
consecutive months commencing after the Closing Date, individuals who at the
beginning of such 24 month period were directors of the Borrower (together with
any new director whose election by the Borrower's board of directors or whose
nomination for election by the Borrower's shareholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of such period or whose election or nomination for
election was previously so approved).

         "Contractual Obligation" shall mean, as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Credit Agreement" shall mean this Credit Agreement, as amended,
modified or supplemented from time to time in accordance with its terms.

         "Credit Documents" shall mean this Credit Agreement, each of the Notes,
any Joinder Agreement, the Letters of Credit, LOC Documents, the Security
Documents and all other agreements, documents, certificates and instruments
delivered to the Administrative Agent or any Lender by any Credit Party in
connection therewith (other than any agreement, document, certificate or
instrument related to a Hedging Agreement).

         "Credit Party" shall mean any of the Borrower and the Guarantors.

         "Credit Party Obligations" shall mean, without duplication, (i) all of
the obligations of the Credit Parties to the Lenders (including the Issuing
Lender) and the Administrative Agent, whenever arising, under this Credit
Agreement, the Notes or any of the other Credit Documents (including, but not
limited to, any interest accruing after the occurrence of a filing of a petition
of bankruptcy under the Bankruptcy Code with respect to any Credit Party,
regardless of whether such interest is an allowed claim under the Bankruptcy
Code) and (b) all liabilities and obligations, whenever arising, of the Borrower
or any of its Subsidiaries to any Lender, or any Affiliate of a Lender, arising
under any Hedging Agreement permitted pursuant to Section 6.1.

         "Debt Issuance" shall mean the issuance of any Indebtedness for
borrowed money by any Credit Party or any of its Subsidiaries (excluding, for
purposes hereof, any Equity Issuance or any Indebtedness of the Borrower and its
Subsidiaries permitted to be incurred pursuant to Section 6.1 hereof).

         "Default" shall mean any of the events specified in Section 7.1,
whether or not any requirement for the giving of notice or the lapse of time, or
both, or any other condition, has been satisfied.

                                       7



         "Defaulting Lender" shall mean, at any time, any Lender that, at such
time (a) has failed to make a Loan required pursuant to the term of this Credit
Agreement, including the funding of a Participation Interest in accordance with
the terms hereof, (b) has failed to pay to the Administrative Agent or any
Lender an amount owed by such Lender pursuant to the terms of this Credit
Agreement, or (c) has been deemed insolvent or has become subject to a
bankruptcy or insolvency proceeding or to a receiver, trustee or similar
official.

         "Dollars" and "$" shall mean dollars in lawful currency of the United
States of America.

         "Domestic Lending Office" shall mean, initially, the office of each
Lender designated as such Lender's Domestic Lending Office shown on Schedule
9.2; and thereafter, such other office of such Lender as such Lender may from
time to time specify to the Administrative Agent and the Borrower as the office
of such Lender at which Alternate Base Rate Loans of such Lender are to be made.

         "Domestic Subsidiary" shall mean any Subsidiary that is organized and
existing under the laws of the United States or any state or commonwealth
thereof or under the laws of the District of Columbia.

         "Environmental Laws" shall mean any and all applicable foreign,
Federal, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other
Requirement of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time be in effect during the term of this
Credit Agreement.

         "Equity Issuance" shall mean any issuance by any Credit Party or any
Subsidiary to any Person which is not a Credit Party of (a) shares of its
Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of
options or warrants or (c) any shares of its Capital Stock pursuant to the
conversion of any debt securities to equity. The term "Equity Issuance" shall
not include any equity issued in connection with the Acquisition, any Asset
Disposition or any Debt Issuance.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.

         "Eurodollar Reserve Percentage" shall mean for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency reserves) in
respect of Eurocurrency liabilities, as defined in Regulation D of such Board as
in effect from time to time, or any similar category of liabilities for a member
bank of the Federal Reserve System in New York City.

                                       8



         "Event of Default" shall mean any of the events specified in Section
7.1; provided, however, that any requirement for the giving of notice or the
lapse of time, or both, or any other condition, has been satisfied.

         "Extension of Credit" shall mean, as to any Lender, the making of a
Loan by such Lender or the issuance of, or participation in, a Letter of Credit
by such Lender.

         "Federal Funds Effective Rate" shall have the meaning set forth in the
definition of "Alternate Base Rate".

         "Fee Letter" shall mean the letter agreement dated March 24, 2003
addressed to the Borrower from the Administrative Agent and the Arranger, as
amended, modified or otherwise supplemented.

         "Foreign Target" shall have the meaning set forth in the definition of
Permitted Acquisition.

         "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

         "Funded Debt" shall mean, with respect to any Person, without
duplication, (i) all obligations of such Person for borrowed money, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (iii) all
obligations of such Person under conditional sale or other title retention
agreements relating to property purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary course of business), (iv) all obligations of such Person issued
or assumed as the deferred purchase price of property or services purchased by
such Person (other than (A) trade debt incurred in the ordinary course of
business and due within six months of the incurrence thereof and (B) obligations
under earnout agreements in existence as of the Closing Date) which would appear
as liabilities on a balance sheet of such Person, (v) the principal portion of
all obligations of such Person under Capital Leases, (vi) all Guaranty
Obligations of such Person with respect to Funded Debt of another Person, (vii)
the maximum available amount of all letters of credit or bankers' acceptances
facilities issued or created for the account of such Person, (viii) all Funded
Debt of another Person secured by a Lien on any property of such Person, whether
or not such Funded Debt has been assumed, provided that for purposes hereof the
amount of such Funded Debt shall be limited to the greater of (A) the amount of
such Funded Debt as to which there is recourse to such Person and (B) the fair
market value of the property which is subject to such Lien, (ix) the outstanding
attributed principal amount under any securitization transaction, (x) the
principal balance outstanding under any Synthetic Lease to which such Person is
a party and (xi) all preferred Capital Stock issued by such Person and which by
the terms thereof could be (at the request of the holders thereof or otherwise)
subject to mandatory sinking fund payments, redemption or other acceleration
prior to the date that is 6 months after the Maturity Date. The Funded Debt of
any Person shall include the Funded Debt of any partnership or joint venture in
which such Person is a general partner or joint venturer, but only to the extent
to which there is recourse to such Person for the payment of such Funded Debt.

                                       9



         "GAAP" shall mean generally accepted accounting principles in effect in
the United States of America applied on a consistent basis, subject, however, in
the case of determination of compliance with the financial covenants set out in
Section 5.9 to the provisions of Section 1.3.

         "Government Acts" shall have the meaning set forth in Section 2.19.

         "Governmental Authority" shall mean any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Guaranty Obligations" shall mean, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (i) to purchase any such Indebtedness or
any property constituting security therefor, (ii) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of Indebtedness of such other Person, (iii) to lease or
purchase Property, securities or services primarily for the purpose of assuring
the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless
the holder of such Indebtedness against loss in respect thereof. The amount of
any Guaranty Obligation hereunder shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or
maximum principal amount, if larger) of the Indebtedness in respect of which
such Guaranty Obligation is made.

         "Guarantor" shall mean any of the Domestic Subsidiaries identified as a
"Guarantor" on the signature pages hereto and the Additional Credit Parties
which execute a Joinder Agreement, together with their successors and permitted
assigns.

         "Guaranty" shall mean the guaranty of the Guarantors set forth in
Article X.

         "Hedging Agreements" shall mean, with respect to any Person, any
agreement entered into to protect such Person against fluctuations in interest
rates, or currency or raw materials values, including, without limitation, any
interest rate swap, cap or collar agreement or similar arrangement between such
Person and one or more counterparties, any foreign currency exchange agreement,
currency protection agreements, commodity purchase or option agreements or other
interest or exchange rate or commodity price hedging agreements.

         "Indebtedness" shall mean, with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary course of business), (d) all obligations of such Person issued
or assumed as the deferred purchase price of property or services

                                       10



purchased by such Person (other than trade debt incurred in the ordinary course
of business and due within six months of the incurrence thereof) which would
appear as liabilities on a balance sheet of such Person, (e) all obligations of
such Person under take-or-pay or similar arrangements or under commodities
agreements, (f) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on, or payable out of the proceeds of production from,
property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, (g) all Guaranty Obligations of such Person
with respect to Indebtedness of another Person, (h) the principal portion of all
obligations of such Person under Capital Leases, (i) all obligations of such
Person under Hedging Agreements, (j) the maximum amount of all letters of credit
issued or bankers' acceptances facilities created for the account of such Person
and, without duplication, all drafts drawn thereunder (to the extent
unreimbursed), (k) all preferred Capital Stock issued by such Person and which
by the terms thereof could be (at the request of the holders thereof or
otherwise) subject to mandatory sinking fund payments, redemption or other
acceleration, (l) the principal balance outstanding under any Synthetic Lease,
and (m) the Indebtedness of any partnership or unincorporated joint venture in
which such Person is a general partner or a joint venturer.

         "Insolvency" shall mean, with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of such term as used in
Section 4245 of ERISA.

         "Insolvent" shall mean being in a condition of Insolvency.

         "Interest Determination Date" shall have the meaning assigned thereto
in the definition of "Applicable Percentage".

         "Interest Payment Date" shall mean (a) as to any Alternate Base Rate
Loan, the last day of each March, June, September and December, (b) as to any
LIBOR Rate Loan having an Interest Period of three months or less, the last day
of such Interest Period, (c) as to any LIBOR Rate Loan having an Interest Period
longer than three months, each day which is three months after the first day of
such Interest Period and the last day of such Interest Period and (d) with
respect to any Alternate Base Rate Loan or LIBOR Rate Loan, the Maturity Date.

         "Interest Period" shall mean, with respect to any LIBOR Rate Loan,

                  (i)      initially, the period commencing on the Borrowing
         Date or conversion date, as the case may be, with respect to such LIBOR
         Rate Loan and ending one, two, three or six months thereafter, as
         selected by the Borrower in the notice of borrowing or notice of
         conversion given with respect thereto; and

                  (ii)     thereafter, each period commencing on the last day of
         the immediately preceding Interest Period applicable to such LIBOR Rate
         Loan and ending one, two, three or six months thereafter, as selected
         by the Borrower by irrevocable notice to the Administrative Agent not
         less than three Business Days prior to the last day of the then current
         Interest Period with respect thereto;

                                       11



                           provided that the foregoing provisions are subject to
                           the following:

                           (A)      if any Interest Period pertaining to a LIBOR
                  Rate Loan would otherwise end on a day that is not a Business
                  Day, such Interest Period shall be extended to the next
                  succeeding Business Day unless the result of such extension
                  would be to carry such Interest Period into another calendar
                  month in which event such Interest Period shall end on the
                  immediately preceding Business Day;

                           (B)      any Interest Period pertaining to a LIBOR
                  Rate Loan that begins on the last Business Day of a calendar
                  month (or on a day for which there is no numerically
                  corresponding day in the calendar month at the end of such
                  Interest Period) shall end on the last Business Day of the
                  relevant calendar month;

                           (C)      if the Borrower shall fail to give notice as
                  provided above, then, so long as no Default or Event of
                  Default has occurred and is continuing, the Borrower shall be
                  deemed to have requested an extension of such LIBOR Rate Loan
                  at the end of the Interest Period applicable thereto for
                  another Interest Period of equal duration in accordance with
                  Section 2.10(b);

                           (D)      any Interest Period in respect of any Loan
                  that would otherwise extend beyond the applicable Maturity
                  Date and, further with regard to the Term Loans, no Interest
                  Period shall extend beyond any principal amortization payment
                  date unless the portion of such Term Loan consisting of
                  Alternate Base Rate Loans together with the portion of such
                  Term Loan consisting of LIBOR Rate Loans with Interest Periods
                  expiring prior to or concurrently with the date such principal
                  amortization payment date is due, is at least equal to the
                  amount of such principal amortization payment due on such
                  date; and

                           (E)      no more than seven (7) LIBOR Rate Loans may
                  be in effect at any time. For purposes hereof, LIBOR Rate
                  Loans with different Interest Periods shall be considered as
                  separate LIBOR Rate Loans, even if they shall begin on the
                  same date and have the same duration, although borrowings,
                  extensions and conversions may, in accordance with the
                  provisions hereof, be combined at the end of existing Interest
                  Periods to constitute a new LIBOR Rate Loan with a single
                  Interest Period.

         "Issuing Lender" shall mean Wachovia.

         "Issuing Lender Fees" shall have the meaning set forth in Section
2.5(c).

         "Joinder Agreement" shall mean a Joinder Agreement substantially in the
form of Schedule 5.10, executed and delivered by an Additional Credit Party in
accordance with the provisions of Section 5.10.

         "Lender" shall have the meaning set forth in the first paragraph of
this Credit Agreement.

                                       12



         "Letters of Credit" shall mean any letter of credit issued by the
Issuing Lender pursuant to the terms hereof, as such Letters of Credit may be
amended, modified, extended, renewed or replaced from time to time.

         "Letter of Credit Facing Fee" shall have the meaning set forth in
Section 2.5(b).

         "Letter of Credit Fee" shall have the meaning set forth in Section
2.5(b).

         "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period. If for any reason such
rate is not available, the term "LIBOR" shall mean, for any LIBOR Rate Loan for
any Interest Period therefor, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00 A.M.
(London time) two Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period; provided, however, if more than
one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be
the arithmetic mean of all such rates (rounded upwards, if necessary, to the
nearest 1/100 of 1%). If, for any reason, neither of such rates is available,
then "LIBOR" shall mean the rate per annum at which, as determined by the
Administrative Agent, Dollars in an amount comparable to the Loans then
requested are being offered to leading banks at approximately 11:00 A.M. London
time, two (2) Business Days prior to the commencement of the applicable Interest
Period for settlement in immediately available funds by leading banks in the
London interbank market for a period equal to the Interest Period selected.

         "LIBOR Lending Office" shall mean, initially, the office of each Lender
designated as such Lender's LIBOR Lending Office shown on Schedule 9.2; and
thereafter, such other office of such Lender as such Lender may from time to
time specify to the Administrative Agent and the Borrower as the office of such
Lender at which the LIBOR Rate Loans of such Lender are to be made.

         "LIBOR Rate" shall mean a rate per annum (rounded upwards, if
necessary, to the next higher 1/100th of 1%) determined by the Administrative
Agent pursuant to the following formula:

                  LIBOR Rate =               LIBOR
                               ------------------------------------
                               1.00 - Eurodollar Reserve Percentage

         "LIBOR Rate Loan" shall mean Loans the rate of interest applicable to
which is based on the LIBOR Rate.

         "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature

                                       13



whatsoever (including, without limitation, any conditional sale or other title
retention agreement and any Capital Lease having substantially the same economic
effect as any of the foregoing).

         "Loan" shall mean a Revolving Loan, a Swingline Loan and/or the Term
Loan, as appropriate.

         "LOC Commitment" shall mean the commitment of the Issuing Lender to
issue Letters of Credit and with respect to each Lender, the commitment of such
Lender to purchase participation interests in the Letters of Credit up to such
Lender's LOC Committed Amount as specified in Schedule 2.1(a), as such amount
may be reduced from time to time in accordance with the provisions hereof.

         "LOC Commitment Percentage" shall mean, for each Lender, the percentage
identified as its LOC Commitment Percentage on Schedule 2.1(a), as such
percentage may be modified in connection with any assignment made in accordance
with the provisions of Section 9.6(c).

         "LOC Committed Amount" shall mean, collectively, the aggregate amount
of all of the LOC Commitments of the Lenders to issue and participate in Letters
of Credit as referenced in Section 2.3 and, individually, the amount of each
Lender's LOC Commitment as specified in Schedule 2.1(a).

         "LOC Documents" shall mean, with respect to any Letter of Credit, such
Letter of Credit, any amendments thereto, any documents delivered in connection
therewith, any application therefor, and any agreements, instruments, guarantees
or other documents (whether general in application or applicable only to such
Letter of Credit) governing or providing for (i) the rights and obligations of
the parties concerned or (ii) any collateral security for such obligations.

         "LOC Obligations" shall mean, at any time, the sum of (i) the maximum
amount which is, or at any time thereafter may become, available to be drawn
under Letters of Credit then outstanding, assuming compliance with all
requirements for drawings referred to in such Letters of Credit plus (ii) the
aggregate amount of all drawings under Letters of Credit honored by the Issuing
Lender but not theretofore reimbursed.

         "Mandatory Borrowing" shall have the meaning set forth in Section
2.4(b)(ii) or Section 2.3(e), as the context may require.

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the business, operations, property, condition (financial or otherwise) or
prospects of any of the Borrower and its Subsidiaries taken as a whole, (b) the
ability of the Borrower or any Guarantor to perform its obligations, when such
obligations are required to be performed, under this Credit Agreement, any of
the Notes or any other Credit Document or (c) the validity or enforceability of
this Credit Agreement, any of the Notes or any of the other Credit Documents or
the rights or remedies of the Administrative Agent or the Lenders hereunder or
thereunder.

                                       14



         "Material Agreements" shall mean contracts, notes, securities,
instruments and other agreements to which the Borrower or any of its
Subsidiaries is a party or by which it is bound which, if violated or breached,
could have a Material Adverse Effect.

         "Material Proceedings" shall mean any litigation, investigation or
other proceeding by or before any Governmental Authority (i) which involves any
of the Credit Documents or any of the transactions contemplated hereby or
thereby, or involves the Borrower or any of its Subsidiaries as a party or the
property of Borrower or any of its Subsidiaries, and could reasonably be
expected to have a Material Adverse Effect if adversely determined, (ii) in
which there has been issued an injunction, writ, temporary restraining order or
any other order of any nature which purports to restrain or enjoin the making of
any requested Extension of Credit, the consummation of any other transaction
contemplated by the Credit Documents, or the enforceability of any provision of
any of the Credit Documents, (iii) which involves the actual or alleged breach
or violation by the Borrower or any of its Subsidiaries of, or default by the
Borrower or any of its Subsidiaries under, any Material Agreement or (iv) which
involves the actual or alleged violation by the Borrower or any of its
Subsidiaries of any applicable law.

         "Materials of Environmental Concern" shall mean any gasoline or
petroleum (including crude oil or any fraction thereof) or petroleum products or
any hazardous or toxic substances, materials or wastes, defined or regulated as
such in or under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

         "Maturity Date" shall mean the fourth anniversary of the Closing Date.

         "Moody's" shall mean Moody's Investors Service, Inc.

         "Multiemployer Plan" shall mean a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

         "Net Cash Proceeds" shall mean the aggregate cash proceeds received by
any Credit Party or any Subsidiary in respect of any Asset Disposition, Equity
Issuance or Debt Issuance, net of (a) direct costs (including, without
limitation, legal, accounting and investment banking fees, and sales
commissions) and (b) taxes paid or payable as a result thereof; it being
understood that "Net Cash Proceeds" shall include, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration
received by any Credit Party or any Subsidiary in any Asset Disposition, Equity
Issuance or Debt Issuance.

         "Note" or "Notes" shall mean the Revolving Notes, the Swingline Note
and/or the Term Notes, collectively, separately or individually, as appropriate.

         "Notice of Borrowing" shall mean the written notice of borrowing as
referenced and defined in Section 2.1(b)(i) or 2.4(b)(i), as appropriate.

         "Notice of Conversion" shall mean the written notice of extension or
conversion as referenced and defined in Section 2.10.

                                       15



         "Obligations" shall mean, collectively, Loans and LOC Obligations.

         "Operative Agreements" shall have the meaning ascribed to such term in
Appendix A of the Participation Agreement.

         "Participant" shall have the meaning set forth in Section 9.6(b).

         "Participation Agreement" shall mean that certain Participation
Agreement, dated as of the Closing Date, by and among West Facilities
Corporation, a Delaware corporation, as lessee, Wachovia Development
Corporation, a North Carolina corporation, as lessor, the lenders party thereto
and Wachovia, as the agent (as amended, modified, extended, supplemented,
restated and/or replaced from time to time).

         "Participation Interest" shall mean the purchase by a Lender of a
participation interest in Letters of Credit as provided in Section 2.3 and in
Swingline Loans as provided in Section 2.4.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

         "Permitted Acquisition" shall mean an acquisition or any series of
related acquisitions by a Credit Party of the assets or all of the Capital Stock
of a Person or any division, line of business or other business unit of a Person
(such Person or such division, line of business or other business unit of such
Person referred to herein as the "Target"), in each case that is in the same
line of business (or assets used in the same line of business) as the Credit
Parties and their Subsidiaries or whereby a substantial portion of the acquired
business relies upon automated transactions, telephone representatives or
telephony technology, so long as (a) no Default or Event of Default shall then
exist or would exist after giving effect thereto; (b) the Credit Parties shall
demonstrate to the reasonable satisfaction of the Administrative Agent that the
Credit Parties will be in compliance on a pro forma basis with all of the terms
and provisions of the financial covenants set forth in Section 5.9; (c) the
Administrative Agent, on behalf of the Lenders, shall have received (or shall
receive in connection with the closing of such acquisition) a first priority
perfected security interest in all of the Capital Stock acquired with respect to
the Target and the Target, if a Person, shall have executed a Joinder Agreement
in accordance with the terms of Section 5.10; (d) such acquisition is not a
"hostile" public company acquisition and has been approved by the Board of
Directors and/or shareholders of the applicable Credit Party and the public
company Target; (e) after giving effect to such acquisition, the sum of (1) the
unused availability under the Aggregate Revolving Committed Amount plus (2) the
Cash and Cash Equivalents held by the Credit Parties is greater than or equal to
$25,000,000; and (f) with respect to any acquisition where the total
consideration shall be greater than $20,000,000, the Borrower shall have
delivered to the Administrative Agent and each of the Lenders not less than
twenty (20) Business Days prior to the consummation of such acquisition (i) a
reasonably detailed description of the material terms of such acquisition
(including, without limitation, the purchase price and method and structure of
payment) and of each Target, (ii) audited financial statements of the Target for
its two (2) most recent fiscal years prepared by independent certified public
accountants acceptable to the Administrative Agent and unaudited fiscal
year-to-date statements for the most recent interim periods, (iii) consolidated
projected income statements of

                                       16



the Borrower and its Consolidated Subsidiaries (giving effect to such Permitted
Acquisition and the consolidation with the Borrower of each relevant Target) for
the three (3) year period following the consummation of such Permitted
Acquisition, in reasonable detail, together with any appropriate statement of
assumptions, and (iv) a certificate, in form and substance reasonably
satisfactory to the Administrative Agent, executed by a Responsible Officer of
the Borrower (A) certifying that such Permitted Acquisition complies with the
requirements of this Credit Agreement and (B) demonstrating compliance with
subsections (b) and (e) of this definition; provided, however, that an
acquisition of a Target that is not incorporated, formed or organized in the
United States (a "Foreign Target") shall only qualify as a Permitted Acquisition
if each of the other requirements set forth in this definition shall have been
satisfied and the total consideration for all such Foreign Targets does not
exceed $50,000,000 in the aggregate during the term of this Credit Agreement.

         "Permitted Investments" shall mean:

                  (i)      cash and Cash Equivalents;

                  (ii)     receivables owing to the Borrower or any of its
         Subsidiaries or any receivables and advances to suppliers, in each case
         if created, acquired or made in the ordinary course of business and
         payable or dischargeable in accordance with customary trade terms;

                  (iii)    investments in and loans to any Credit Parties;

                  (iv)     investments in and loans to domestic subsidiaries of
         the Borrower that are not Guarantors solely for the purpose of
         purchasing third party debt obligations; provided that the aggregate
         amount of investments and loans made pursuant to this clause (iv),
         together with the aggregate amount of Indebtedness incurred pursuant to
         Section 6.1(d)(iii), shall not exceed $25,000,000 at any time
         outstanding;

                  (v)      investments in and loans to subsidiaries of the
         Borrower that are not Guarantors (other than investments and loans
         pursuant to clause (iv) above); provided that the aggregate amount of
         such investments and loans, together with the aggregate amount of
         Indebtedness incurred pursuant to Section 6.1(d)(iv), shall not exceed
         $5,000,000 at any time outstanding;

                  (vi)     loans and advances to employees (other than any
         officer or director) of the Borrower or its Subsidiaries in an
         aggregate amount not to exceed $1,000,000 at any time outstanding;

                  (vii)    investments (including debt obligations) received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (viii)   investments, acquisitions or transactions permitted
         under Section 6.4(b);

                                       17



                  (ix)     the Borrower may enter into Hedging Agreements to the
         extent permitted pursuant to Section 6.1; and

                  (x)      Permitted Acquisitions.

         As used herein, "investment" shall mean all investments, in cash or by
delivery of property made, directly or indirectly in, to or from any Person,
whether by acquisition of shares of Capital Stock, property, assets,
indebtedness or other obligations or securities or by loan advance, capital
contribution or otherwise.

         "Permitted Liens" shall mean:

                  (i)      Liens created by or otherwise existing, under or in
         connection with this Credit Agreement or the other Credit Documents in
         favor of the Lenders;

                  (ii)     Liens in favor of a Lender hereunder in connection
         with Hedging Agreements, but only (A) to the extent such Liens secure
         obligations under Hedging Agreements with any Lender, or any Affiliate
         of a Lender, (B) to the extent such Liens are on the same collateral as
         to which the Administrative Agent on behalf of the Lenders also has a
         Lien and (C) if such provider and the Lenders shall share pari passu in
         the collateral subject to such Liens;

                  (iii)    purchase money Liens securing purchase money
         indebtedness (and refinancings thereof) to the extent permitted under
         Section 6.1(c);

                  (iv)     Liens for taxes, assessments, charges or other
         governmental levies not yet due or as to which the period of grace (not
         to exceed 60 days), if any, related thereto has not expired or which
         are being contested in good faith by appropriate proceedings, provided
         that adequate reserves with respect thereto are maintained on the books
         of the Borrower or its Subsidiaries, as the case may be, in conformity
         with GAAP (or, in the case of Subsidiaries with significant operations
         outside of the United States of America, generally accepted accounting
         principles in effect from time to time in their respective
         jurisdictions of incorporation);

                  (v)      carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business which are not overdue for a period of more than 60 days or
         which are being contested in good faith by appropriate proceedings;

                  (vi)     pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation and deposits securing liability to insurance carriers under
         insurance or self-insurance arrangements;

                                       18



                  (vii)    deposits to secure the performance of bids, trade
         contracts, (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business;

                  (viii)   Liens on the real property and fixtures of the
         Borrower located at or on Lots 19 and 20, Miracle Hills Park, Douglas
         County, Nebraska and all personal property located on or at such real
         property that is integral to the operation of such real property and
         fixtures;

                  (ix)     any extension, renewal or replacement (or successive
         extensions, renewals or replacements) , in whole or in part, of any
         Lien referred to in the foregoing clauses; provided that such
         extension, renewal or replacement Lien shall be limited to all or a
         part of the property which secured the Lien so extended, renewed or
         replaced (plus improvements on such property);

                  (x)      Liens existing on the Closing Date and set forth on
         Schedule 1.1(b); provided that (a) no such Lien shall at any time be
         extended to cover property or assets other than the property or assets
         subject thereto on the Closing Date and (b) the principal amount of the
         Indebtedness secured by such Liens shall not be extended, renewed,
         refunded or refinanced;

                  (xi)     Liens arising in connection with Capital Leases to
         the extent permitted under Section 6.1(c);

                  (xii)    easements, rights-of-way, restrictions,
         encroachments, and other minor defects or irregularities in title to
         real property, in each case which do not and will not interfere in any
         material respect with the operation of such real property or the
         ordinary conduct of the business of the Borrower or any of its
         Subsidiaries; and

                  (xiii)   other Liens in addition to those permitted by the
         foregoing clauses securing Indebtedness not exceeding $500,000 on an
         individual basis and $5,000,000 in the aggregate.

         "Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

         "Plan" shall mean, at any particular time, any employee benefit plan
which is covered by Title IV of ERISA and in respect of which the Borrower or a
Commonly Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

         "Pledge Agreement" shall mean the Pledge Agreement dated as of the
Closing Date to be executed in favor of the Administrative Agent by the Borrower
and each of the other Credit Parties, as amended, modified, restated or
supplemented from time to time.

                                       19



         "Prime Rate" shall have the meaning set forth in the definition of
Alternate Base Rate.

         "Properties" shall have the meaning set forth in Section 3.10(a).

         "Purchasing Lenders" shall have the meaning set forth in Section
9.6(c).

         "Recovery Event" shall mean the receipt by the Borrower or any of its
Subsidiaries of any cash insurance proceeds or condemnation award payable by
reason of theft, loss, physical destruction or damage, taking or similar event
with respect to any of their respective property or assets.

         "Register" shall have the meaning set forth in Section 9.6(d).

         "Related Fund" shall mean, with respect to any Lender or other person
who invests in commercial bank loans in the ordinary course of business, any
other fund or trust or entity that invests in commercial bank loans in the
ordinary course of business and is advised or managed by such Lender or other
Persons or the same investment advisor as such Lender or by an Affiliate of such
Lender or investment advisor.

         "Reorganization" shall mean, with respect to any Multiemployer Plan,
the condition that such Plan is in reorganization within the meaning of such
term as used in Section 4241 of ERISA.

         "Reportable Event" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty-day notice
period is waived under PBGC Reg. Section 4043.

         "Required Lenders" shall mean Lenders holding in the aggregate greater
than 50% of (i) the Commitments (and Participation Interests therein) or (ii) if
the Commitments have been terminated, the outstanding Loans and Participation
Interests (including the Participation Interests of the Issuing Lender in any
Letters of Credit and of the Swingline Lender in Swingline Loans) provided,
however, that if any Lender shall be a Defaulting Lender at such time, then
there shall be excluded from the determination of Required Lenders, Obligations
(including Participation Interests) owing to such Defaulting Lender and such
Defaulting Lender's Commitments, or after termination of the Commitments, the
principal balance of the Obligations owing to such Defaulting Lender.

         "Requirement of Law" shall mean, as to any Person, the Certificate of
Incorporation and By-laws or other organizational or governing documents of such
Person, and each law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

         "Responsible Officer" shall mean, as to (a) the Borrower, any of the
President, the Chief Executive Officer or the Chief Financial Officer or (b) any
other Credit Party, any duly authorized officer thereof.

                                       20



         "Restricted Payment" shall mean (a) any dividend or other distribution,
direct or indirect, on account of any shares of any class of Capital Stock of
the Borrower or any of its subsidiaries, now or hereafter outstanding, (b) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital
Stock of the Borrower or any of its subsidiaries, now or hereafter outstanding,
(c) any payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire shares of any class of Capital
Stock of the Borrower or any of its subsidiaries, now or hereafter outstanding,
or (d) any payment or prepayment of principal of, premium, if any, or interest
on, redemption, purchase, retirement, defeasance, sinking fund or similar
payment with respect to, any Subordinated Debt.

         "Revolving Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Loans in an aggregate principal
amount at any time outstanding up to such Lender's Revolving Committed Amount.

         "Revolving Commitment Percentage" shall mean, for each Lender, the
percentage identified as its Revolving Commitment Percentage on Schedule 2.1(a),
as such percentage may be modified in connection with any assignment made in
accordance with the provisions of Section 9.6(c).

         "Revolving Committed Amount" shall mean the amount of each Lender's
Revolving Commitment as specified on Schedule 2.1(a), as such amount may be
reduced from time to time in accordance with the provisions hereof.

         "Revolving Loans" shall have the meaning set forth in Section 2.1.

         "Revolving Note" or "Revolving Notes" shall mean the promissory notes
of the Borrower in favor of each of the Lenders evidencing the Revolving Loans
provided pursuant to Section 2.1(e), individually or collectively, as
appropriate, as such promissory notes may be amended, modified, supplemented,
extended, renewed or replaced from time to time.

         "S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw
Hill, Inc.

         "Scheduled Funded Debt Payments" shall mean, as of any date of
determination for the Borrower and its Subsidiaries, the sum of all scheduled
payments of principal on Funded Debt for the applicable period ending on the
date of determination (including the principal component of payments due on
Capital Leases during the applicable period ending on the date of
determination).

         "Security Documents" shall mean the Pledge Agreement and such other
documents executed and delivered in connection with the attachment and
perfection of the Administrative Agent's security interests and liens arising
thereunder, including, without limitation, UCC financing statements.

         "Single Employer Plan" shall mean any Plan which is not a Multiemployer
Plan.

                                       21



         "Specified Sales" shall mean (a) the sale, transfer, lease or other
disposition of inventory and materials in the ordinary course of business and
(b) the sale, transfer or other disposition of Permitted Investments described
in clause (i) of the definition thereof.

         "Subordinated Debt" shall mean any Indebtedness incurred by any Credit
Party which by its terms is specifically subordinated in right of payment to the
prior payment of the Credit Party Obligations on terms satisfactory to the
Required Lenders.

         "Subsidiary" shall mean, as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Credit Agreement shall
refer to a Subsidiary or Subsidiaries of the Borrower, excluding West
Interactive Canada, Inc., West International Corporation, West Telemarketing
Insurance Agency, Inc., West Marketing Services Corporation, Telecommunications
Resources, Inc. and two subsidiaries of Attention Funding, LLC formed or
organized for the purpose of purchasing third party debt obligations.

         "subsidiary" shall mean, as to any Credit Party, any corporation,
partnership, limited liability company or other entity which under the rules of
GAAP consistently applied should have its financial results consolidated with
those of such Credit Party for purposes of financial accounting statements.

         "Synthetic Lease" shall mean any synthetic lease, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing
product where such product is considered borrowed money indebtedness for tax
purposes but is classified as an operating lease in accordance with GAAP.

         "Swingline Commitment" shall mean the commitment of the Swingline
Lender to make Swingline Loans in an aggregate principal amount at any time
outstanding up to the Swingline Committed Amount, and the commitment of the
Lenders to purchase participation interests in the Swingline Loans as provided
in Section 2.4(b)(ii), as such amounts may be reduced from time to time in
accordance with the provisions hereof.

         "Swingline Committed Amount" shall mean the amount of the Swingline
Lender's Swingline Commitment as specified in Section 2.4(a).

         "Swingline Lender" shall mean Wachovia.

         "Swingline Loan" or "Swingline Loans" shall have the meaning set forth
in Section 2.4(a).

                                       22



         "Swingline Note" shall mean the promissory note of the Borrower in
favor of the Swingline Lender evidencing the Swingline Loans provided pursuant
to Section 2.4(d), as such promissory note may be amended, modified,
supplemented, extended, renewed or replaced from time to time.

         "Target" shall have the meaning set forth in the definition of
"Permitted Acquisitions."

         "Taxes" shall have the meaning set forth in Section 2.18.

         "Term Loan" shall have the meaning set forth in Section 2.2(a).

         "Term Loan Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make its portion of the Term Loan in a principal
amount equal to such Lender's Term Loan Commitment Percentage of the Term Loan
Committed Amount (and for purposes of making determinations of Required Lenders
hereunder after the Closing Date, the principal amount outstanding on the Term
Loan).

         "Term Loan Commitment Percentage" shall mean, for any Lender, the
percentage identified as its Term Loan Commitment Percentage on Schedule 2.1(a),
as such percentage may be modified in connection with any assignment made in
accordance with the provisions of Section 9.6.

         "Term Loan Committed Amount" shall have the meaning set forth in
Section 2.2(a).

         "Term Note" or "Term Notes" shall mean the promissory notes of the
Borrower in favor of each of the Lenders evidencing the portion of the Term Loan
provided pursuant to Section 2.2(d), individually or collectively, as
appropriate, as such promissory notes may be amended, modified, restated,
supplemented, extended, renewed or replaced from time to time.

         "Tranche" shall mean the collective reference to LIBOR Rate Loans whose
Interest Periods begin and end on the same day. A Tranche may sometimes be
referred to as a "LIBOR Tranche".

         "Transfer Effective Date" shall have the meaning set forth in each
Commitment Transfer Supplement.

         "2.18 Certificate" shall have the meaning set forth in Section 2.18.

         "UCC" shall mean the Uniform Commercial Code in effect in the State of
New York, as the same may be amended from time to time.

         "Voting Stock" shall mean, with respect to any Person, Capital Stock
issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

                                       23



         "Wachovia" shall mean Wachovia Bank, National Association.

         "West Family Group" shall mean Gary L. West and Mary E. West and any
charitable foundation or trust created by Gary L. West or Mary E. West to the
extent the board of trustees of any such charitable foundation or trust is
controlled by Thomas B. Barker and Roland J. Santoni (or any replacement of
Thomas B. Barker or Roland J. Santoni on the board of trustees that is a
Responsible Officer of the Borrower and/or a person designated by Gary L. West
and Mary E. West).

         Section 1.2 Other Definitional Provisions.

                  (a)      Unless otherwise specified therein, all terms defined
         in this Credit Agreement shall have the defined meanings when used in
         the Notes or other Credit Documents or any certificate or other
         document made or delivered pursuant hereto.

                  (b)      The words "hereof", "herein" and "hereunder" and
         words of similar import when used in this Credit Agreement shall refer
         to this Credit Agreement as a whole and not to any particular provision
         of this Credit Agreement, and Section, subsection, Schedule and Exhibit
         references are to this Credit Agreement unless otherwise specified.

                  (c)      The meanings given to terms defined herein shall be
         equally applicable to both the singular and plural forms of such terms.

                  (d)      For purposes of this Credit Agreement and the other
         Credit Documents, any reference to a Lender party to a Hedging
         Agreement shall include (i) any Affiliate of a Lender party to a
         Hedging Agreement and (ii) any Person that was a Lender (or Affiliate
         of a Lender) under the Credit Agreement at the time it entered into the
         Hedging Agreement that has ceased to be a Lender under the Credit
         Agreement.

         Section 1.3 Accounting Terms.

         Unless otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be made, and
all financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent with the most recent audited
consolidated financial statements of the Borrower delivered to the Lenders;
provided that, if the Borrower shall notify the Administrative Agent that they
wish to amend any covenant in Section 5.9 to eliminate the effect of any change
in GAAP on the operation of such covenant (or if the Administrative Agent
notifies the Borrower that the Required Lenders wish to amend Section 5.9 for
such purpose), then the Borrower's compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such covenant
is amended in a manner satisfactory to the Borrower and the Required Lenders.

         The Borrower shall deliver to the Administrative Agent and each Lender
at the same time as the delivery of any annual or quarterly financial statements
given in accordance with the

                                       24



provisions of Section 5.1, (i) a description in reasonable detail of any
material change in the application of accounting principles employed in the
preparation of such financial statements from those applied in the most recently
preceding quarterly or annual financial statements as to which no objection
shall have been made in accordance with the provisions above and (ii) a
reasonable estimate of the effect on the financial statements on account of such
changes in application.

ARTICLE II

THE LOANS; AMOUNT AND TERMS

         Section 2.1 Revolving Loans.

         (a)      Revolving Commitment. During the Commitment Period, subject to
the terms and conditions hereof, each Lender severally agrees to make revolving
credit loans ("Revolving Loans") to the Borrower from time to time in an
aggregate principal amount of up to ONE HUNDRED TWENTY-FIVE MILLION DOLLARS
($125,000,000) (as such aggregate maximum amount may be reduced from time to
time as provided in Section 2.6, the "Aggregate Revolving Committed Amount") for
the purposes hereinafter set forth; provided, however, that (i) with regard to
each Lender individually, the sum of such Lender's share of outstanding
Revolving Loans plus such Lender's Revolving Commitment Percentage of
outstanding Swingline Loans plus such Lender's LOC Commitment Percentage of LOC
Obligations shall not exceed such Lender's Revolving Committed Amount, and (ii)
with regard to the Lenders collectively, the sum of the outstanding Revolving
Loans plus outstanding Swingline Loans plus LOC Obligations shall not exceed the
Aggregate Revolving Committed Amount. Revolving Loans may consist of Alternate
Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower
may request, and may be repaid and reborrowed in accordance with the provisions
hereof; provided, however, Revolving Loans made on the Closing Date or on any of
the three Business Days following the Closing Date may only consist of Alternate
Base Rate Loans unless the Borrower executes a funding indemnity letter in form
and substance satisfactory to the Administrative Agent. LIBOR Rate Loans shall
be made by each Lender at its LIBOR Lending Office and Alternate Base Rate Loans
at its Domestic Lending Office.

         (b)      Revolving Loan Borrowings.

                  (i)      Notice of Borrowing. The Borrower may request a
         Revolving Loan borrowing by written notice (or telephone notice
         promptly confirmed in writing which confirmation may be by fax) to the
         Administrative Agent not later than 12:00 noon (New York time) on the
         Business Day prior to the date of requested borrowing in the case of
         Alternate Base Rate Loans, and on the third Business Day prior to the
         date of the requested borrowing in the case of LIBOR Rate Loans. Each
         such request for borrowing shall be irrevocable and shall specify (A)
         that a Revolving Loan is requested, (B) the date of the requested
         borrowing (which shall be a Business Day), (C) the aggregate principal
         amount to be borrowed, (D) whether the borrowing shall be comprised of
         Alternate Base Rate Loans, LIBOR Rate Loans or a combination thereof,
         and if LIBOR Rate Loans are

                                       25



         requested, the Interest Period(s) therefor. A form of Notice of
         Borrowing (a "Notice of Borrowing") is attached as Schedule 2.1(b)(i).
         If the Borrower shall fail to specify in any such Notice of Borrowing
         (I) an applicable Interest Period in the case of a LIBOR Rate Loan,
         then such notice shall be deemed to be a request for an Interest Period
         of one month, or (II) the type of Revolving Loan requested, then such
         notice shall be deemed to be a request for an Alternate Base Rate Loan
         hereunder. The Administrative Agent shall give notice to each Lender
         promptly upon receipt of each Notice of Borrowing, the contents thereof
         and each such Lender's share thereof.

                  (ii)     Minimum Amounts. Each Revolving Loan which is an
         Alternate Base Rate Loan shall be in a minimum aggregate amount of
         $1,000,000 and in integral multiples of $500,000 in excess thereof (or
         the remaining amount of the Aggregate Revolving Committed Amount, if
         less). Each Revolving Loan which is a LIBOR Rate Loan shall be in a
         minimum aggregate amount of $5,000,000 and in integral multiples of
         $1,000,000 in excess thereof (or the remaining amount of the Aggregate
         Revolving Committed Amount, if less).

                  (iii)    Advances. Each Lender will make its Revolving
         Commitment Percentage of each Revolving Loan borrowing available to the
         Administrative Agent for the account of the Borrower at the office of
         the Administrative Agent specified in Schedule 9.2, or at such other
         office as the Administrative Agent may designate in writing, by 12:00
         noon (New York time) on the date specified in the applicable Notice of
         Borrowing in Dollars and in funds immediately available to the
         Administrative Agent. Such borrowing will then be made available to the
         Borrower by the Administrative Agent by crediting the account of the
         Borrower on the books of such office with the aggregate of the amounts
         made available to the Administrative Agent by the Lenders and in like
         funds as received by the Administrative Agent.

         (c)      Repayment. The principal amount of all Revolving Loans shall
be due and payable in full on the Maturity Date.

         (d)      Interest. Subject to the provisions of Section 2.9, Revolving
Loans shall bear interest as follows:

                  (i)      Alternate Base Rate Loans. During such periods as
         Revolving Loans shall be comprised of Alternate Base Rate Loans, each
         such Alternate Base Rate Loan shall bear interest at a per annum rate
         equal to the sum of the Alternate Base Rate plus the Applicable
         Percentage; and

                  (ii)     LIBOR Rate Loans. During such periods as Revolving
         Loans shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan
         shall bear interest at a per annum rate equal to the sum of the LIBOR
         Rate plus the Applicable Percentage.

         Interest on Revolving Loans shall be payable in arrears on each
Interest Payment Date and on the Maturity Date.

                                       26



         (e)      Revolving Notes. Each Lender's Revolving Committed Amount
shall be evidenced by a duly executed promissory note of the Borrower to such
Lender in substantially the form of Schedule 2.1(e).

         Section 2.2 Term Loan Facility.

         (a)      Term Loan. Subject to the terms and conditions hereof and in
reliance upon the representations and warranties set forth herein, each Lender
severally agrees to make available to the Borrower on the Closing Date such
Lender's Term Loan Commitment Percentage of a term loan in Dollars (the "Term
Loan") in the aggregate principal amount of TWO HUNDRED MILLION DOLLARS
($200,000,000) (the "Term Loan Committed Amount") for the purposes hereinafter
set forth. The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate
Loans, or a combination thereof, as the Borrower may request; provided that the
Term Loan made on the Closing Date shall bear interest at the Alternate Base
Rate. The Borrower shall request the initial Term Loan borrowing by written
notice (or telephone notice promptly confirmed in writing which confirmation may
be by fax) to the Administrative Agent not later than 12:00 noon (New York time)
on the Business Day prior to the date of requested borrowing. LIBOR Rate Loans
shall be made by each Lender at its LIBOR Lending Office and Alternate Base Rate
Loans at its Domestic Lending Office. Amounts repaid on the Term Loan may not be
reborrowed.

         (b)      Repayment of Term Loan. The principal amount of the Term Loan
shall be repaid in sixteen (16) consecutive quarterly installments as follows,
unless accelerated sooner pursuant to Section 7.2:



Principal Amortization                             Term Loan
     Payment Date                         Principal Amortization Payment
- ----------------------                    ------------------------------
                                       
July 31, 2003                                      $10,000,000
October 31, 2003                                   $10,000,000
January 31, 2004                                   $10,000,000
April 30, 2004                                     $10,000,000
July 31, 2004                                      $11,250,000
October 31, 2004                                   $11,250,000
January 31, 2005                                   $11,250,000
April 30, 2005                                     $11,250,000
July 31, 2005                                      $12,500,000
October 31, 2005                                   $12,500,000
January 31, 2006                                   $12,500,000
April 30, 2006                                     $12,500,000


                                       27





Principal Amortization                             Term Loan
     Payment Date                         Principal Amortization Payment
- ----------------------                    ------------------------------
                                       
July 31, 2006                                      $16,250,000
October 31, 2006                                   $16,250,000
January 31, 2007                                   $16,250,000
April 30, 2007                                     $16,250,000


         The remaining principal amount of the Term Loan, if any, shall be due
and payable on the Maturity Date.

         (c)      Interest on the Term Loan. Subject to the provisions of
Section 2.9, the Term Loan shall bear interest as follows:

                  (i)      Alternate Base Rate Loans. During such periods as the
         Term Loan shall be comprised of Alternate Base Rate Loans, each such
         Alternate Base Rate Loan shall bear interest at a per annum rate equal
         to the sum of the Alternate Base Rate plus the Applicable Percentage;
         and

                  (ii)     LIBOR Rate Loans. During such periods as the Term
         Loan shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan
         shall bear interest at a per annum rate equal to the sum of the LIBOR
         Rate plus the Applicable Percentage.

         Interest on the Term Loan shall be payable in arrears on each Interest
Payment Date.

         (d)      Term Notes. Each Lender's Term Loan Commitment Percentage of
the Term Loan Committed Amount shall be evidenced by a duly executed promissory
note of the Borrower to such Lender in substantially the form of Schedule
2.2(d).

         Section 2.3 Letter of Credit Subfacility.

         (a)      Issuance. Subject to the terms and conditions hereof and of
the LOC Documents and any other terms and conditions which the Issuing Lender
may reasonably require, during the Commitment Period the Issuing Lender shall
issue, and the Lenders shall participate in, Letters of Credit for the account
of the Borrower from time to time upon request in a form acceptable to the
Issuing Lender; provided, however, that (i) the aggregate amount of LOC
Obligations shall not at any time exceed TEN MILLION DOLLARS ($10,000,000) (the
"LOC Committed Amount"), (ii) the sum of outstanding Revolving Loans plus
outstanding Swingline Loans plus LOC Obligations shall not at any time exceed
the Aggregate Revolving Committed Amount (iii) all Letters of Credit shall be
denominated in U.S. Dollars and (iv) Letters of Credit shall be issued for
lawful corporate purposes and may be issued as standby letters of credit,
including in connection with workers' compensation and other insurance programs,
and trade letters of credit. Except as otherwise expressly agreed upon by all
the Lenders, no Letter of Credit shall have an original expiry date more than
twelve (12) months from the date of issuance; provided, however, so long as no
Default or Event of Default has occurred and is continuing and subject to the
other

                                       28



terms and conditions to the issuance of Letters of Credit hereunder, the expiry
dates of Letters of Credit may be extended annually or periodically from time to
time on the request of the Borrower or by operation of the terms of the
applicable Letter of Credit to a date not more than twelve (12) months from the
date of extension; provided, further, that no Letter of Credit, as originally
issued or as extended, shall have an expiry date extending beyond the date that
is thirty (30) days prior to the Maturity Date. Each Letter of Credit shall
comply with the related LOC Documents. The issuance and expiry date of each
Letter of Credit shall be a Business Day. Any Letters of Credit issued hereunder
shall be in a minimum original face amount of $100,000. Wachovia shall be the
Issuing Lender on all Letters of Credit issued after the Closing Date.

         (b)      Notice and Reports. The request for the issuance of a Letter
of Credit shall be submitted to the Issuing Lender at least five (5) Business
Days prior to the requested date of issuance. The Issuing Lender will promptly
upon request provide to the Administrative Agent for dissemination to the
Lenders a detailed report specifying the Letters of Credit which are then issued
and outstanding and any activity with respect thereto which may have occurred
since the date of any prior report, and including therein, among other things,
the account party, the beneficiary, the face amount, expiry date as well as any
payments or expirations which may have occurred. The Issuing Lender will further
provide to the Administrative Agent promptly upon request copies of the Letters
of Credit. The Issuing Lender will provide to the Administrative Agent promptly
upon request a summary report of the nature and extent of LOC Obligations then
outstanding.

         (c)      Participations. Each Lender upon issuance of a Letter of
Credit shall be deemed to have purchased without recourse a risk participation
from the Issuing Lender in such Letter of Credit and the obligations arising
thereunder and any collateral relating thereto, in each case in an amount equal
to its LOC Commitment Percentage of the obligations under such Letter of Credit
and shall absolutely, unconditionally and irrevocably assume, as primary obligor
and not as surety, and be obligated to pay to the Issuing Lender therefor and
discharge when due, its LOC Commitment Percentage of the obligations arising
under such Letter of Credit. Without limiting the scope and nature of each
Lender's participation in any Letter of Credit, to the extent that the Issuing
Lender has not been reimbursed as required hereunder or under any LOC Document,
each such Lender shall pay to the Issuing Lender its LOC Commitment Percentage
of such unreimbursed drawing in same day funds on the day of notification by the
Issuing Lender of an unreimbursed drawing pursuant to the provisions of
subsection (d) hereof. The obligation of each Lender to so reimburse the Issuing
Lender shall be absolute and unconditional and shall not be affected by the
occurrence of a Default, an Event of Default or any other occurrence or event.
Any such reimbursement shall not relieve or otherwise impair the obligation of
the Borrower to reimburse the Issuing Lender under any Letter of Credit,
together with interest as hereinafter provided.

         (d)      Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Borrower and the
Administrative Agent. The Borrower shall reimburse the Issuing Lender on the day
of drawing under any Letter of Credit (with the proceeds of a Revolving Loan
obtained hereunder or otherwise) in same day funds as provided herein or in the
LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as
provided herein, the unreimbursed amount of such drawing shall bear interest at
a per annum rate

                                       29



equal to the Alternate Base Rate plus two percent (2%). Unless the Borrower
shall immediately notify the Issuing Lender and the Administrative Agent of its
intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed
to have requested a Revolving Loan in the amount of the drawing as provided in
subsection (e) hereof, the proceeds of which will be used to satisfy the
reimbursement obligations. The Borrower's reimbursement obligations hereunder
shall be absolute and unconditional under all circumstances irrespective of any
rights of set-off, counterclaim or defense to payment the Borrower may claim or
have against the Issuing Lender, the Administrative Agent, the Lenders, the
beneficiary of the Letter of Credit drawn upon or any other Person, including
without limitation any defense based on any failure of the Borrower to receive
consideration or the legality, validity, regularity or unenforceability of the
Letter of Credit. The Issuing Lender will promptly notify the other Lenders of
the amount of any unreimbursed drawing and each Lender shall promptly pay to the
Administrative Agent for the account of the Issuing Lender in Dollars and in
immediately available funds, the amount of such Lender's LOC Commitment
Percentage of such unreimbursed drawing. Such payment shall be made on the day
such notice is received by such Lender from the Issuing Lender if such notice is
received at or before 2:00 P.M. (New York time), otherwise such payment shall be
made at or before 12:00 Noon (New York time) on the Business Day next succeeding
the day such notice is received. If such Lender does not pay such amount to the
Issuing Lender in full upon such request, such Lender shall, on demand, pay to
the Administrative Agent for the account of the Issuing Lender interest on the
unpaid amount during the period from the date of such drawing until such Lender
pays such amount to the Issuing Lender in full at a rate per annum equal to, if
paid within two (2) Business Days of the date of drawing, the Federal Funds
Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each
Lender's obligation to make such payment to the Issuing Lender, and the right of
the Issuing Lender to receive the same, shall be absolute and unconditional,
shall not be affected by any circumstance whatsoever and without regard to the
termination of this Credit Agreement or the Commitments hereunder, the existence
of a Default or Event of Default or the acceleration of the Credit Party
Obligations hereunder and shall be made without any offset, abatement,
withholding or reduction whatsoever.

         (e)      Repayment with Revolving Loans. On any day on which the
Borrower shall have requested, or been deemed to have requested, a Revolving
Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent
shall give notice to the Lenders that a Revolving Loan has been requested or
deemed requested in connection with a drawing under a Letter of Credit, in which
case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans
(each such borrowing, a "Mandatory Borrowing") shall be immediately made
(without giving effect to any termination of the Commitments pursuant to Section
7.2) pro rata based on each Lender's respective Revolving Commitment Percentage
(determined before giving effect to any termination of the Commitments pursuant
to Section 7.2) and in the case of both clauses (i) and (ii) the proceeds
thereof shall be paid directly to the Issuing Lender for application to the
respective LOC Obligations. Each Lender hereby irrevocably agrees to make such
Revolving Loans immediately upon any such request or deemed request on account
of each Mandatory Borrowing in the amount and in the manner specified in the
preceding sentence and on the same such date notwithstanding (i) the amount of
Mandatory Borrowing may not comply with the minimum amount for borrowings of
Revolving Loans otherwise required hereunder, (ii) whether any conditions
specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event
of Default then exists, (iv) failure for any such request or deemed request for
Revolving Loan to be

                                       30



made by the time otherwise required in Section 2.1(b), (v) the date of such
Mandatory Borrowing, or (vi) any reduction in the Aggregate Revolving Committed
Amount after any such Letter of Credit may have been drawn upon; provided,
however, that in the event any such Mandatory Borrowing should be less than the
minimum amount for borrowings of Revolving Loans otherwise provided in Section
2.1(b)(ii), the Borrower shall pay to the Administrative Agent for its own
account an administrative fee of $500. In the event that any Mandatory Borrowing
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code), then each such Lender hereby agrees that it shall forthwith
fund (as of the date the Mandatory Borrowing would otherwise have occurred, but
adjusted for any payments received from the Borrower on or after such date and
prior to such purchase) its Participation Interests in the outstanding LOC
Obligations; provided, further, that in the event any Lender shall fail to fund
its Participation Interest on the day the Mandatory Borrowing would otherwise
have occurred, then the amount of such Lender's unfunded Participation Interest
therein shall bear interest payable by such Lender to the Issuing Lender upon
demand, at the rate equal to, if paid within two (2) Business Days of such date,
the Federal Funds Effective Rate, and thereafter at a rate equal to the
Alternate Base Rate.

         (f)      Modification, Extension. The issuance of any supplement,
modification, amendment, renewal, or extension to any Letter of Credit shall,
for purposes hereof, be treated in all respects the same as the issuance of a
new Letter of Credit hereunder.

         (g)      Uniform Customs and Practices. The Issuing Lender shall have
the Letters of Credit be subject to The Uniform Customs and Practice for
Documentary Credits, as published as of the date of issue by the International
Chamber of Commerce (the "UCP"), in which case the UCP may be incorporated
therein and deemed in all respects to be a part thereof.

         Section 2.4 Swingline Loan Subfacility.

         (a)      Swingline Commitment. During the Commitment Period, subject to
the terms and conditions hereof, the Swingline Lender, in its individual
capacity, agrees to make certain revolving credit loans to the Borrower (each a
"Swingline Loan" and, collectively, the "Swingline Loans") for the purposes
hereinafter set forth; provided, however, (i) the aggregate amount of Swingline
Loans outstanding at any time shall not exceed FIVE MILLION DOLLARS ($5,000,000)
(the "Swingline Committed Amount"), and (ii) the sum of the outstanding
Revolving Loans plus outstanding Swingline Loans plus LOC Obligations shall not
exceed the Aggregate Revolving Committed Amount. Swingline Loans hereunder may
be repaid and reborrowed in accordance with the provisions hereof.

         (b)      Swingline Loan Borrowings.

                  (i)      Notice of Borrowing and Disbursement. The Swingline
         Lender will make Swingline Loans available to the Borrower on any
         Business Day upon request made by the Borrower not later than 12:00
         noon (New York time) on such Business Day. A notice of request for
         Swingline Loan borrowing shall be made in the form of Schedule
         2.1(b)(i)

                                       31



         with appropriate modifications. Swingline Loan borrowings hereunder
         shall be made in minimum amounts of $100,000 and in integral amounts of
         $100,000 in excess thereof.

                  (ii)     Repayment of Swingline Loans. Each Swingline Loan
         borrowing shall be due and payable on the Maturity Date. The Swingline
         Lender may, at any time, in its sole discretion, by written notice to
         the Borrower and the Administrative Agent, demand repayment of its
         Swingline Loans by way of a Revolving Loan borrowing, in which case the
         Borrower shall be deemed to have requested a Revolving Loan borrowing
         comprised entirely of Alternate Base Rate Loans in the amount of such
         Swingline Loans; provided, however, that, in the following
         circumstances, any such demand shall also be deemed to have been given
         one Business Day prior to each of (i) the Maturity Date, (ii) the
         occurrence of any Event of Default described in Section 7.1(e), (iii)
         upon acceleration of the Credit Party Obligations hereunder, whether on
         account of an Event of Default described in Section 7.1(e) or any other
         Event of Default, and (iv) the exercise of remedies in accordance with
         the provisions of Section 7.2 hereof (each such Revolving Loan
         borrowing made on account of any such deemed request therefor as
         provided herein being hereinafter referred to as "Mandatory
         Borrowing"). Each Lender hereby irrevocably agrees to make such
         Revolving Loans promptly upon any such request or deemed request on
         account of each Mandatory Borrowing in the amount and in the manner
         specified in the preceding sentence and on the same such date
         notwithstanding (I) the amount of Mandatory Borrowing may not comply
         with the minimum amount for borrowings of Revolving Loans otherwise
         required hereunder, (II) whether any conditions specified in Section
         4.2 are then satisfied, (III) whether a Default or an Event of Default
         then exists, (IV) failure of any such request or deemed request for
         Revolving Loans to be made by the time otherwise required in Section
         2.1(b)(i), (V) the date of such Mandatory Borrowing, or (VI) any
         reduction in the Revolving Committed Amount or termination of the
         Revolving Commitments immediately prior to such Mandatory Borrowing or
         contemporaneously therewith. In the event that any Mandatory Borrowing
         cannot for any reason be made on the date otherwise required above
         (including, without limitation, as a result of the commencement of a
         proceeding under the Bankruptcy Code), then each Lender hereby agrees
         that it shall forthwith purchase (as of the date the Mandatory
         Borrowing would otherwise have occurred, but adjusted for any payments
         received from the Borrower on or after such date and prior to such
         purchase) from the Swingline Lender such participations in the
         outstanding Swingline Loans as shall be necessary to cause each such
         Lender to share in such Swingline Loans ratably based upon its
         respective Revolving Commitment Percentage (determined before giving
         effect to any termination of the Commitments pursuant to Section 7.2).
         provided that (A) all interest payable on the Swingline Loans shall be
         for the account of the Swingline Lender until the date as of which the
         respective participation is purchased, and (B) at the time any purchase
         of participations pursuant to this sentence is actually made, the
         purchasing Lender shall be required to pay to the Swingline Lender
         interest on the principal amount of such participation purchased for
         each day from and including the day upon which the Mandatory Borrowing
         would otherwise have occurred to but excluding the date of payment for
         such participation, at the rate equal to, if paid within two (2)
         Business Days of the date of the Mandatory Borrowing, the Federal Funds
         Effective Rate, and thereafter at a rate equal to the Alternate Base
         Rate.

                                       32



         (c)      Interest on Swingline Loans. Subject to the provisions of
Section 2.9, Swingline Loans shall bear interest at a per annum rate equal to
the Alternate Base Rate plus the applicable Percentage for Revolving Loans that
are Alternate Base Rate Loans. Interest on Swingline Loans shall be payable in
arrears on each Interest Payment Date.

         (d)      Swingline Note. The Swingline Loans shall be evidenced by a
duly executed promissory note of the Borrower to the Swingline Lender in the
original amount of the Swingline Committed Amount and substantially in the form
of Schedule 2.4(d).

         Section 2.5 Fees.

         (a)      Commitment Fee. In consideration of the Revolving Commitment,
the Borrower agrees to pay to the Administrative Agent for the ratable benefit
of the Lenders holding Revolving Commitments a commitment fee (the "Commitment
Fee") in an amount equal to the Applicable Percentage per annum on the average
daily unused amount of the Aggregate Revolving Committed Amount. For purposes of
computation of the Commitment Fee, LOC Obligations shall be considered usage of
the Aggregate Revolving Committed Amount but Swingline Loans shall not be
considered usage of the Aggregate Revolving Committed Amount. The Commitment Fee
shall be payable quarterly in arrears on the 15th day following the last day of
each calendar quarter for the prior calendar quarter.

         (b)      Letter of Credit Fees. In consideration of the LOC
Commitments, the Borrower agrees to pay to the Issuing Lender a fee (the "Letter
of Credit Fee") equal to the Applicable Percentage per annum on the average
daily maximum amount available to be drawn under each Letter of Credit from the
date of issuance to the date of expiration. In addition to such Letter of Credit
Fee, the Issuing Lender may charge, and retain for its own account without
sharing by the other Lenders, an additional facing fee (the "Letter of Credit
Facing Fee") of one-eighth of one percent (.125%) per annum on the average daily
maximum amount available to be drawn under each such Letter of Credit issued by
it. The Issuing Lender shall promptly pay over to the Administrative Agent for
the ratable benefit of the Lenders (including the Issuing Lender) the Letter of
Credit Fee. The Letter of Credit Fee shall be payable quarterly in arrears on
the 15th day following the last day of each calendar quarter for the prior
calendar quarter.

         (c)      Issuing Lender Fees. In addition to the Letter of Credit Fees
payable pursuant to subsection (b) hereof, the Borrower shall pay to the Issuing
Lender for its own account without sharing by the other Lenders the reasonable
and customary charges from time to time of the Issuing Lender with respect to
the amendment, transfer, administration, cancellation and conversion of, and
drawings under, such Letters of Credit (collectively, the "Issuing Lender
Fees").

         (d)      Administrative Fee. The Borrower agrees to pay to the
Administrative Agent the annual administrative fee as described in the Fee
Letter.

                                       33


         Section 2.6 Commitment Reductions.

         (a)      Voluntary Reductions. The Borrower shall have the right to
terminate or permanently reduce the unused portion of the Aggregate Revolving
Committed Amount at any time or from time to time upon not less than five
Business Days' prior notice to the Administrative Agent (which shall notify the
Lenders thereof as soon as practicable) of each such termination or reduction,
which notice shall specify the effective date thereof and the amount of any such
reduction which shall be in a minimum amount of $1,000,000 or a whole multiple
of $1,000,000 in excess thereof and shall be irrevocable and effective upon
receipt by the Administrative Agent; provided that after giving effect to any
voluntary reduction, the sum of the outstanding Revolving Loans plus outstanding
Swingline Loans plus LOC Obligations shall not exceed the Aggregate Revolving
Committed Amount, as reduced.

         (b)      Mandatory Reductions. On any date that the Revolving Loans are
required to be prepaid pursuant to the terms of Section 2.7(b) (ii), (iii) and
(iv), the Aggregate Revolving Committed Amount shall be automatically
permanently reduced by the amount of such required prepayment and/or reduction.

         (c)      Maturity Date. The Revolving Commitment, the Swingline
Commitment and the LOC Commitment shall automatically terminate on the Maturity
Date.

         Section 2.7 Repayments and Prepayments.

         (a)      Optional Repayments and Prepayments. The Borrower shall have
the right to repay or prepay the Loans in whole or in part from time to time;
provided, however, that each partial repayment of a Revolving Loan and each
partial prepayment the Term Loan shall be in a minimum principal amount of
$1,000,000 and integral multiples of $500,000 in excess thereof, and each
partial repayment of a Swingline Loan shall be in a minimum principal amount of
$100,000 and integral multiples of $100,000 in excess thereof. The Borrower
shall give three Business Days' irrevocable notice in the case of LIBOR Rate
Loans and same-day irrevocable notice on any Business Day in the case of
Alternate Base Rate Loans, to the Administrative Agent (which shall notify the
Lenders thereof as soon as practicable). To the extent that the Borrower elects
to prepay the Term Loans, amounts prepaid under this Section 2.7(a) shall be
applied as the Borrower may elect, in each case first to Alternate Base Rate
Loans and then to LIBOR Rate Loans in direct order of Interest Period
maturities. All prepayments under this Section 2.7(a) shall be subject to
Section 2.17, but otherwise without premium or penalty. Interest on the
principal amount prepaid shall be payable on the next occurring Interest Payment
Date that would have occurred had such loan not been prepaid or, at the request
of the Administrative Agent, interest on the principal amount prepaid shall be
payable on any date that a prepayment is made hereunder through the date of
prepayment. Amounts repaid on the Revolving Loans and the Swingline Loans may be
reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loan
may not be reborrowed.

                                       34



         (b)      Mandatory Repayments and Prepayments.

                  (i)      Aggregate Revolving Committed Amount. If at any time
         after the Closing Date, the sum of the outstanding Revolving Loans plus
         outstanding Swingline Loans plus LOC Obligations shall exceed the
         Aggregate Revolving Committed Amount, the Borrower immediately shall
         repay the Loans in an amount sufficient to eliminate such excess (any
         such repayment to be applied as set forth in clause (iv) below).

                  (ii)     Debt Issuances. Until such time as the Term Loan
         shall have been paid in full, immediately upon receipt by any Credit
         Party of proceeds from (A) any Debt Issuance that is pari passu to the
         Credit Party Obligations, the Borrower shall prepay the Loans in an
         aggregate amount equal to one hundred percent (100%) of all Net Cash
         Proceeds in excess of an aggregate amount of $50,000,000 during the
         term of the Credit Agreement of such Debt Issuance to the Lenders (such
         prepayment to be applied as set forth in clause (iv) below) or (B) any
         Debt Issuance that is subordinated to the Credit Party Obligations, the
         Borrower shall prepay the Loans in an aggregate amount equal to fifty
         percent (50%) of all Net Cash Proceeds of such Debt Issuance to the
         Lenders (any such prepayment to be applied as set forth in clause (iv)
         below).

                  (iii)    Equity Issuances. The Borrower shall prepay the Loans
         in an aggregate amount equal to fifty percent (50%) of the Net Cash
         Proceeds of any Equity Issuance (any such prepayment to be applied as
         set forth in clause (iv) below); provided, however, that the following
         shall not be subject to such mandatory prepayment requirements: (A)
         Equity Issuances constituting stock option exercises; (B) Equity
         Issuances consummated in connection with employee stock plans; and (C)
         Equity Issuances consummated in connection with Permitted Acquisitions.

                  (iv)     Application of Mandatory Repayments and Prepayments.
         All amounts required to be paid pursuant to this Section 2.7(b) shall
         be applied as follows: (A) with respect to all amounts repaid pursuant
         to Section 2.7(b)(i), to the Revolving Loans and then (after all
         Revolving Loans have been repaid) to a cash collateral account in
         respect of LOC Obligations, (B) with respect to all amounts prepaid
         pursuant to Sections 2.7(b)(ii) and (iii), (1) first, to the Term Loan,
         pro rata to the remaining amortization payments set forth in Section
         2.2(b); and (2) second, to the Revolving Loans with a corresponding
         reduction in the Revolving Commitments and (after all Revolving Loans
         have been repaid) to a cash collateral account in respect of LOC
         Obligations. Within the parameters of the applications set forth above,
         repayments and prepayments shall be applied first to Alternate Base
         Rate Loans and then to LIBOR Rate Loans in direct order of Interest
         Period maturities. All repayments and prepayments under this Section
         2.7(b) shall be subject to Section 2.17 and be accompanied by interest
         on the principal amount repaid or prepaid through the date of repayment
         or prepayment.

         (c)      Hedging Obligations Unaffected. Any repayment or prepayment
made pursuant to this Section 2.7 shall not affect the Borrower's obligation to
continue to make payments under any Hedging Agreement, which shall remain in
full force and effect notwithstanding such repayment or prepayment, subject to
the terms of such Hedging Agreement.

                                       35



         Section 2.8 Minimum Principal Amount of Tranches.

         All borrowings, payments and prepayments in respect of Revolving Loans
and the Term Loan shall be in such amounts and be made pursuant to such
elections so that after giving effect thereto the aggregate principal amount of
the Revolving Loans and the Term Loan comprising any Tranche shall be (a) with
respect to Alternate Base Rate Loans, $1,000,000 or a whole multiple of $500,000
in excess thereof and (b) with respect to LIBOR Rate Loans, $5,000,000 or a
whole multiple of $1,000,000 in excess thereof.

         Section 2.9 Default Rate and Payment Dates.

         Upon the occurrence, and during the continuance, of an Event of
Default, at the discretion of the Required Lenders, the principal of and, to the
extent permitted by law, interest on the Loans and any other amounts owing
hereunder or under the other Credit Documents shall bear interest, payable on
demand, at a per annum rate 2% greater than the rate which would otherwise be
applicable (or if no rate is applicable, whether in respect of interest, fees or
other amounts, then the Alternate Base Rate plus 2%).

         Section 2.10 Conversion Options.

         (a)      The Borrower may, in the case of Revolving Loans and the Term
Loan, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate
Loans, by giving the Administrative Agent at least three Business Days' prior
irrevocable written notice of such election. A form of Notice of
Conversion/Extension is attached as Schedule 2.10. If the date upon which an
Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a
Business Day, then such conversion shall be made on the next succeeding Business
Day and during the period from such last day of an Interest Period to such
succeeding Business Day such Loan shall bear interest as if it were an Alternate
Base Rate Loan. All or any part of outstanding Alternate Base Rate Loans may be
converted as provided herein, provided that (i) no Loan may be converted into a
LIBOR Rate Loan when any Default or Event of Default has occurred and is
continuing and (ii) partial conversions shall be in an aggregate principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

         (b)      Any LIBOR Rate Loans may be continued as such upon the
expiration of an Interest Period with respect thereto by compliance by the
Borrower with the notice provisions contained in Section 2.10(a); provided, that
no LIBOR Rate Loan may be continued as such when any Default or Event of Default
has occurred and is continuing, in which case such Loan shall be automatically
converted to an Alternate Base Rate Loan at the end of the applicable Interest
Period with respect thereto. In the event the Administrative Agent does not
receive a request from the Borrower for an extension or conversion of any LIBOR
Rate Loan in accordance with this Section, then, so long as no Default or Event
of Default has occurred and is continuing, such LIBOR Rate Loan shall be
continued as a LIBOR Rate Loan at the end of the Interest Period applicable
thereto for an Interest Period of equal duration until the Borrower selects an
alternate Interest Period or converts such Loans to Alternate Base Rate Loans.
Each request for an extension or conversion of a Loan, and each deemed request
for an extension or

                                       36



conversion of a LIBOR Rate Loan by virtue of the Administrative Agent not
receiving a timely notice to continue such Loan, shall be irrevocable and shall
constitute a representation and warranty by the Borrower of the matters
specified in subsections (a) through (g) of Section 4.2.

         Section 2.11 Computation of Interest and Fees.

         (a)      Interest payable hereunder with respect to Alternate Base Rate
Loans shall be calculated on the basis of a year of 365 days (or 366 days, as
applicable) for the actual days elapsed. All other fees, interest and all other
amounts payable hereunder shall be calculated on the basis of a 360 day year for
the actual days elapsed. The Administrative Agent shall as soon as practicable
notify the Borrower and the Lenders of each determination of a LIBOR Rate on the
Business Day of the determination thereof. Any change in the interest rate on a
Loan resulting from a change in the Alternate Base Rate shall become effective
as of the opening of business on the day on which such change in the Alternate
Base Rate shall become effective. The Administrative Agent shall as soon as
practicable notify the Borrower and the Lenders of the effective date and the
amount of each such change.

         (b)      Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Credit Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the computations used by the Administrative Agent
in determining any interest rate.

         Section 2.12 Pro Rata Treatment and Payments.

         (a)      Each borrowing of Revolving Loans and any reduction of the
Revolving Commitments shall be made pro rata according to the respective
Revolving Commitment Percentages of the Lenders. Each payment under this Credit
Agreement or any Note shall be applied, first, to any fees then due and owing by
the Borrower pursuant to Section 2.5, second, to interest then due and owing in
respect of the Notes of the Borrower and, third, to principal then due and owing
hereunder and under the Notes of the Borrower. Each payment on account of any
fees pursuant to Section 2.5 shall be made pro rata in accordance with the
respective amounts due and owing (except as to the Letter of Credit Facing Fee
and the Issuing Lender Fees). Each payment (other than prepayments) by the
Borrower on account of principal of and interest on the Revolving Loans and on
the Term Loan shall be made pro rata according to the respective amounts due and
owing in accordance with Section 2.7 hereof. Prepayments made pursuant to
Section 2.15 shall be applied in accordance with such section. Each mandatory
prepayment on account of principal of the Loans shall be applied in accordance
with Section 2.7(b). All payments (including prepayments) to be made by the
Borrower on account of principal, interest and fees shall be made without
defense, set-off or counterclaim (except as provided in Section 2.18(b)) and
shall be made to the Administrative Agent for the account of the Lenders at the
Administrative Agent's office specified on Schedule 9.2 in Dollars and in
immediately available funds not later than 12:00 noon (New York time) on the
date when due. The Administrative Agent shall distribute such payments to the
Lenders entitled thereto promptly upon receipt in like funds as received. If any
payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and
payable on a day other than a Business Day, such payment

                                       37



shall be extended to the next succeeding Business Day, and, with respect to
payments of principal, interest thereon shall be payable at the then applicable
rate during such extension. If any payment on a LIBOR Rate Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such extension
would be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day.

         (b)      Allocation of Payments After Event of Default. Notwithstanding
any other provisions of this Credit Agreement to the contrary, after the
exercise of remedies by the Administrative Agent or the Lenders pursuant to
Section 7.2 (or after the Commitments shall automatically terminate and the
Loans (with accrued interest thereon) and all other amounts under the Credit
Documents (including without limitation the maximum amount of all contingent
liabilities under Letters of Credit) shall automatically become due and payable
in accordance with the terms of such Section), all amounts collected or received
by the Administrative Agent or any Lender on account of the Credit Party
Obligations or any other amounts outstanding under any of the Credit Documents
or in respect of the Collateral shall be paid over or delivered as follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation reasonable attorneys' fees)
         of the Administrative Agent in connection with enforcing the rights of
         the Lenders under the Credit Documents and any protective advances made
         by the Administrative Agent with respect to the Collateral under or
         pursuant to the terms of the Collateral Documents;

                  SECOND, to payment of any fees owed to the Administrative
         Agent;

                  THIRD, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation, reasonable attorneys' fees)
         of each of the Lenders in connection with enforcing its rights under
         the Credit Documents or otherwise with respect to the Credit Party
         Obligations owing to such Lender;

                  FOURTH, to the payment of all of the Credit Party Obligations
         consisting of accrued fees and interest, and including with respect to
         any Hedging Agreement between any Credit Party and any Lender, or any
         Affiliate of a Lender, to the extent such Hedging Agreement is
         permitted by Section 6.1, any fees, premiums and scheduled periodic
         payments due under such Hedging Agreement and any interest accrued
         thereon;

                  FIFTH, to the payment of the outstanding principal amount of
         the Credit Party Obligations and the payment or cash collateralization
         of the outstanding LOC Obligations, and including with respect to any
         Hedging Agreement between any Credit Party and any Lender, or any
         Affiliate of a Lender, to the extent such Hedging Agreement is
         permitted by Section 6.1, any breakage, termination or other payments
         due under such Hedging Agreement and any interest accrued thereon;

                                       38



                  SIXTH, to all other Credit Party Obligations and other
         obligations which shall have become due and payable under the Credit
         Documents or otherwise and not repaid pursuant to clauses "FIRST"
         through "FIFTH" above; and

                  SEVENTH, to the payment of the surplus, if any, to whoever may
         be lawfully entitled to receive such surplus.

         In carrying out the foregoing, (i) amounts received shall be applied in
         the numerical order provided until exhausted prior to application to
         the next succeeding category; (ii) each of the Lenders shall receive an
         amount equal to its pro rata share (based on the proportion that the
         then outstanding Loans and LOC Obligations held by such Lender bears to
         the aggregate then outstanding Loans and LOC Obligations) of amounts
         available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH"
         and "SIXTH" above; and (iii) to the extent that any amounts available
         for distribution pursuant to clause "FIFTH" above are attributable to
         the issued but undrawn amount of outstanding Letters of Credit, such
         amounts shall be held by the Administrative Agent in a cash collateral
         account and applied (A) first, to reimburse the Issuing Lender from
         time to time for any drawings under such Letters of Credit and (B)
         then, following the expiration of all Letters of Credit, to all other
         obligations of the types described in clauses "FIFTH" and "SIXTH" above
         in the manner provided in this Section 2.12(b).

         Section 2.13 Non-Receipt of Funds by the Administrative Agent.

         (a)      Unless the Administrative Agent shall have been notified in
writing by a Lender prior to the date a Loan is to be made by such Lender (which
notice shall be effective upon receipt) that such Lender does not intend to make
the proceeds of such Loan available to the Administrative Agent, the
Administrative Agent may assume that such Lender has made such proceeds
available to the Administrative Agent on such date, and the Administrative Agent
may in reliance upon such assumption (but shall not be required to) make
available to the Borrower a corresponding amount. If such corresponding amount
is not in fact made available to the Administrative Agent, the Administrative
Agent shall be able to recover such corresponding amount from such Lender. If
such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent will promptly
notify the Borrower, and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent. The Administrative Agent shall also be
entitled to recover from the Lender or the Borrower, as the case may be,
interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to the
Borrower to the date such corresponding amount is recovered by the
Administrative Agent at a per annum rate equal to (i) from the Borrower at the
applicable rate for the applicable borrowing pursuant to the Notice of Borrowing
and (ii) from a Lender at the Federal Funds Effective Rate.

         (b)      Unless the Administrative Agent shall have been notified in
writing by the Borrower, prior to the date on which any payment is due from it
hereunder (which notice shall be effective upon receipt) that the Borrower does
not intend to make such payment, the Administrative Agent may assume that the
Borrower has made such payment when due, and the

                                      39



Administrative Agent may in reliance upon such assumption (but shall not be
required to) make available to each Lender on such payment date an amount equal
to the portion of such assumed payment to which such Lender is entitled
hereunder, and if the Borrower has not in fact made such payment to the
Administrative Agent, such Lender shall, on demand, repay to the Administrative
Agent the amount made available to such Lender. If such amount is repaid to the
Administrative Agent on a date after the date such amount was made available to
such Lender, such Lender shall pay to the Administrative Agent on demand
interest on such amount in respect of each day from the date such amount was
made available by the Administrative Agent to such Lender to the date such
amount is recovered by the Administrative Agent at a per annum rate equal to the
Federal Funds Effective Rate.

         (c)      A certificate of the Administrative Agent submitted to the
Borrower or any Lender with respect to any amount owing under this Section 2.13
shall be conclusive in the absence of manifest error.

         Section 2.14 Inability to Determine Interest Rate.

         Notwithstanding any other provision of this Credit Agreement, if (i)
the Administrative Agent shall reasonably determine (which determination shall
be conclusive and binding absent manifest error) that, by reason of
circumstances affecting the relevant market, reasonable and adequate means do
not exist for ascertaining LIBOR for such Interest Period, or (ii) the Required
Lenders shall reasonably determine (which determination shall be conclusive and
binding absent manifest error) that the LIBOR Rate does not adequately and
fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the
Borrower has requested be outstanding as a LIBOR Tranche during such Interest
Period, the Administrative Agent shall forthwith give telephone notice of such
determination, confirmed in writing, to the Borrower, and the Lenders at least
two Business Days prior to the first day of such Interest Period. Unless the
Borrower shall have notified the Administrative Agent upon receipt of such
telephone notice that they wish to rescind or modify their request regarding
such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate
Loans shall be made as Alternate Base Rate Loans and any Loans that were
requested to be converted into or continued as LIBOR Rate Loans shall remain as
or be converted into Alternate Base Rate Loans. Until any such notice has been
withdrawn by the Administrative Agent, no further Loans shall be made as,
continued as, or converted into, LIBOR Rate Loans for the Interest Periods so
affected.

         Section 2.15 Illegality.

         Notwithstanding any other provision of this Credit Agreement, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof by the relevant Governmental Authority to any Lender shall
make it unlawful for such Lender or its LIBOR Lending Office to make or maintain
LIBOR Rate Loans as contemplated by this Credit Agreement or to obtain in the
interbank eurodollar market through its LIBOR Lending Office the funds with
which to make such Loans, (a) such Lender shall promptly notify the
Administrative Agent and the Borrower thereof, (b) the commitment of such Lender
hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall
forthwith be suspended until the Administrative Agent shall give notice that the
condition or situation which gave rise to the

                                       40



suspension shall no longer exist, and (c) such Lender's Loans then outstanding
as LIBOR Rate Loans, if any, shall be converted on the last day of the Interest
Period for such Loans or within such earlier period as required by law as
Alternate Base Rate Loans. The Borrower hereby agrees to promptly pay any
Lender, upon its demand, any additional amounts necessary to compensate such
Lender for actual and direct costs (but not including anticipated profits)
reasonably incurred by such Lender in making any repayment in accordance with
this Section including, but not limited to, any interest or fees payable by such
Lender to lenders of funds obtained by it in order to make or maintain its LIBOR
Rate Loans hereunder. A certificate as to any additional amounts payable
pursuant to this Section submitted by such Lender, through the Administrative
Agent, to the Borrower shall be conclusive in the absence of manifest error.
Each Lender agrees to use reasonable efforts (including reasonable efforts to
change its LIBOR Lending Office) to avoid or to minimize any amounts which may
otherwise be payable pursuant to this Section; provided, however, that such
efforts shall not cause the imposition on such Lender of any additional costs or
legal or regulatory burdens deemed by such Lender in its sole discretion to be
material.

         Section 2.16 Requirements of Law.

         (a)      If the adoption of or any change in any Requirement of Law or
in the interpretation or application thereof or compliance by any Lender with
any request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority made subsequent to the date hereof:

                  (i)      shall subject such Lender to any tax of any kind
         whatsoever with respect to any Letter of Credit or any application
         relating thereto, any LIBOR Rate Loan made by it, or change the basis
         of taxation of payments to such Lender in respect thereof (except for
         changes in the rate of tax on the overall net income of such Lender);

                  (ii)     shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit by, or any other
         acquisition of funds by, any office of such Lender which is not
         otherwise included in the determination of the LIBOR Rate hereunder; or

                  (iii)    shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender of
making or maintaining LIBOR Rate Loans or the Letters of Credit or to reduce any
amount receivable hereunder or under any Note, then, in any such case, the
Borrower shall promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such additional cost or reduced amount
receivable which such Lender reasonably deems to be material as determined by
such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A
certificate as to any additional amounts payable pursuant to this Section
submitted by such Lender, through the Administrative Agent, to the Borrower
shall be conclusive in the absence of manifest error. Each Lender agrees to use
reasonable efforts (including reasonable efforts to change its Domestic Lending
Office or LIBOR Lending Office, as the case may be) to avoid or

                                       41



to minimize any amounts which might otherwise be payable pursuant to this
paragraph of this Section; provided, however, that such efforts shall not cause
the imposition on such Lender of any additional costs or legal or regulatory
burdens deemed by such Lender to be material.

         (b)      If any Lender shall have reasonably determined that the
adoption of or any change in any Requirement of Law regarding capital adequacy
or in the interpretation or application thereof or compliance by such Lender or
any corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any central bank
or Governmental Authority made subsequent to the date hereof does or shall have
the effect of reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder to a level below that
which such Lender or such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount reasonably
deemed by such Lender to be material, then from time to time, within fifteen
(15) days after demand by such Lender, the Borrower shall pay to such Lender
such additional amount as shall be certified by such Lender as being required to
compensate it for such reduction. Such a certificate as to any additional
amounts payable under this Section submitted by a Lender (which certificate
shall include a description of the basis for the computation), through the
Administrative Agent, to the Borrower shall be conclusive absent manifest error.

         (c)      The agreements in this Section 2.16 shall survive the
termination of this Credit Agreement and payment of the Credit Party
Obligations.

         Section 2.17 Indemnity.

         The Borrower hereby agrees to indemnify each Lender and to hold such
Lender harmless from any funding loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in payment of the
principal amount of or interest on any Loan by such Lender in accordance with
the terms hereof, (b) default by the Borrower in accepting a borrowing after the
Borrower has given a notice in accordance with the terms hereof, (c) default by
the Borrower in making any prepayment after the Borrower has given a notice in
accordance with the terms hereof, and/or (d) the making by the Borrower of a
prepayment of a Loan, or the conversion thereof, on a day which is not the last
day of the Interest Period with respect thereto, in each case including, but not
limited to, any such loss or expense arising from interest or fees payable by
such Lender to lenders of funds obtained by it in order to maintain its Loans
hereunder. A certificate as to any additional amounts payable pursuant to this
Section submitted by any Lender, through the Administrative Agent, to the
Borrower shall be conclusive in the absence of manifest error. The agreements in
this Section shall survive termination of this Credit Agreement and payment of
the Credit Party Obligations.

         Section 2.18 Taxes.

         (a)      All payments made by the Borrower hereunder or under any Note
will be, except as provided in Section 2.18(b), made free and clear of, and
without deduction or withholding for, any present or future taxes, levies,
imposts, duties, fees, assessments or other charges of

                                       42



whatever nature now or hereafter imposed by any Governmental Authority or by any
political subdivision or taxing authority thereof or therein with respect to
such payments (but excluding any tax imposed on or measured by the net income or
profits of a Lender pursuant to the laws of the jurisdiction in which it is
organized or the jurisdiction in which the principal office or applicable
lending office of such Lender is located or any subdivision thereof or therein)
and all interest, penalties or similar liabilities with respect thereto (all
such non-excluded taxes, levies, imposts, duties, fees, assessments or other
charges being referred to collectively as "Taxes"). If any Taxes are so levied
or imposed, the Borrower agrees to pay the full amount of such Taxes, and such
additional amounts as may be necessary so that every payment of all amounts due
under this Credit Agreement or under any Note, after withholding or deduction
for or on account of any Taxes, will not be less than the amount provided for
herein or in such Note. The Borrower will furnish to the Administrative Agent as
soon as practicable after the date the payment of any Taxes is due pursuant to
applicable law certified copies (to the extent reasonably available and required
by law) of tax receipts evidencing such payment by the Borrower. The Borrower
agrees to indemnify and hold harmless each Lender, and reimburse such Lender
upon its written request, for the amount of any Taxes so levied or imposed and
paid by such Lender.

         (b)      Each Lender that is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower
and the Administrative Agent on or prior to the Closing Date, or in the case of
a Lender that is an assignee or transferee of an interest under this Credit
Agreement pursuant to Section 9.6(d) (unless the respective Lender was already a
Lender hereunder immediately prior to such assignment or transfer), on the date
of such assignment or transfer to such Lender, (i) if the Lender is a "bank"
within the meaning of Section 881(c)(3)(A) of the Code, two accurate and
complete original signed copies of Internal Revenue Service Form W-8BEN or
W-8ECI (or successor forms) certifying such Lender's entitlement to a complete
exemption from United States withholding tax with respect to payments to be made
under this Credit Agreement and under any Note, or (ii) if the Lender is not a
"bank" within the meaning of Section 881(c)(3)(A) of the Code, either Internal
Revenue Service Form W-8BEN or W-8ECI as set forth in clause (i) above, or (x) a
certificate substantially in the form of Schedule 2.18 (any such certificate, a
"2.18 Certificate") and (y) two accurate and complete original signed copies of
Internal Revenue Service Form W-8 (or successor form) certifying such Lender's
entitlement to an exemption from United States withholding tax with respect to
payments of interest to be made under this Credit Agreement and under any Note.
In addition, each Lender agrees that it will deliver upon the Borrower's request
updated versions of the foregoing, as applicable, whenever the previous
certification has become obsolete or inaccurate in any material respect,
together with such other forms as may be required in order to confirm or
establish the entitlement of such Lender to a continued exemption from or
reduction in United States withholding tax with respect to payments under this
Credit Agreement and any Note. Notwithstanding anything to the contrary
contained in Section 2.18(a), but subject to the immediately succeeding
sentence, (A) the Borrower shall be entitled, to the extent it is required to do
so by law, to deduct or withhold Taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
fees or other amounts payable hereunder for the account of any Lender which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. Federal income tax purposes to the extent that such Lender
has not provided to the Borrower U.S. Internal Revenue Service Forms that
establish a complete exemption from such deduction or withholding and (B) the
Borrower

                                       43



shall not be obligated pursuant to Section 2.18(a) hereof to gross-up payments
to be made to a Lender in respect of Taxes imposed by the United States if (I)
such Lender has not provided to the Borrower the Internal Revenue Service Forms
required to be provided to the Borrower pursuant to this Section 2.18(b) or (II)
in the case of a payment, other than interest, to a Lender described in clause
(ii) above, to the extent that such Forms do not establish a complete exemption
from withholding of such Taxes. Notwithstanding anything to the contrary
contained in the preceding sentence or elsewhere in this Section 2.18, the
Borrower agrees to pay additional amounts and to indemnify each Lender in the
manner set forth in Section 2.18(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any amounts
deducted or withheld by it as described in the immediately preceding sentence as
a result of any changes after the Closing Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of Taxes.

         (c)      Each Lender agrees to use reasonable efforts (including
reasonable efforts to change its Domestic Lending Office or LIBOR Lending
Office, as the case may be) to avoid or to minimize any amounts which might
otherwise be payable pursuant to this Section; provided, however, that such
efforts shall not cause the imposition on such Lender of any additional costs or
legal or regulatory burdens deemed by such Lender in its sole discretion to be
material.

         (d)      If the Borrower pays any additional amount pursuant to this
Section 2.18 with respect to a Lender, such Lender shall use reasonable efforts
to obtain a refund of tax or credit against its tax liabilities on account of
such payment; provided that such Lender shall have no obligation to use such
reasonable efforts if either (i) it is in an excess foreign tax credit position
or (ii) it believes in good faith, in its sole discretion, that claiming a
refund or credit would cause adverse tax consequences to it. In the event that
such Lender receives such a refund or credit, such Lender shall pay to the
Borrower an amount that such Lender reasonably determines is equal to the net
tax benefit obtained by such Lender as a result of such payment by the Borrower.
In the event that no refund or credit is obtained with respect to the Borrower's
payments to such Lender pursuant to this Section 2.18, then such Lender shall
upon request provide a certification that such Lender has not received a refund
or credit for such payments. Nothing contained in this Section 2.18 shall
require a Lender to disclose or detail the basis of its calculation of the
amount of any tax benefit or any other amount or the basis of its determination
referred to in the proviso to the first sentence of this Section 2.18 to the
Borrower or any other party.

         (e)      The agreements in this Section 2.18 shall survive the
termination of this Credit Agreement and the payment of the Credit Party
Obligations.

         Section 2.19 Indemnification; Nature of Issuing Lender's Duties.

         (a)      In addition to its other obligations under Section 2.3, the
Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender
harmless from and against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable attorneys' fees) that
the Issuing Lender may incur or be subject to as a consequence, direct or
indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the
Issuing Lender to honor a drawing under a Letter of Credit as a result of any
act or omission, whether rightful or

                                       44



wrongful, of any present or future de jure or de facto government or
governmental authority (all such acts or omissions, herein called "Government
Acts").

         (b)      As between the Borrower and the Issuing Lender, the Borrower
shall assume all risks of the acts, omissions or misuse of any Letter of Credit
by the beneficiary thereof. The Issuing Lender shall not be responsible: (i) for
the form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and
issuance of any Letter of Credit, even if it should in fact prove to be in any
or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii)
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, that may prove to be
invalid or ineffective for any reason; (iii) for failure of the beneficiary of a
Letter of Credit to comply fully with conditions required in order to draw upon
a Letter of Credit; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) for errors in interpretation of
technical terms; (vi) for any loss or delay in the transmission or otherwise of
any document required in order to make a drawing under a Letter of Credit or of
the proceeds thereof; and (vii) for any consequences arising from causes beyond
the control of the Issuing Lender, including, without limitation, any Government
Acts. None of the above shall affect, impair, or prevent the vesting of the
Issuing Lender's rights or powers hereunder.

         (c)      In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by the
Issuing Lender, under or in connection with any Letter of Credit or the related
certificates, if taken or omitted in good faith, shall not put the Issuing
Lender under any resulting liability to the Borrower. It is the intention of the
parties that this Credit Agreement shall be construed and applied to protect and
indemnify the Issuing Lender against any and all risks involved in the issuance
of the Letters of Credit, all of which risks are hereby assumed by the Borrower,
including, without limitation, any and all risks of the acts or omissions,
whether rightful or wrongful, of any Government Authority. The Issuing Lender
shall not, in any way, be liable for any failure by the Issuing Lender or anyone
else to pay any drawing under any Letter of Credit as a result of any Government
Acts or any other cause beyond the control of the Issuing Lender.

         (d)      Nothing in this Section 2.19 is intended to limit the
reimbursement obligation of the Borrower contained in Section 2.3(d) hereof. The
obligations of the Borrower under this Section 2.19 shall survive the
termination of this Credit Agreement. No act or omissions of any current or
prior beneficiary of a Letter of Credit shall in any way affect or impair the
rights of the Issuing Lender to enforce any right, power or benefit under this
Credit Agreement.

         (e)      Notwithstanding anything to the contrary contained in this
Section 2.19, the Borrower shall have no obligation to indemnify any Issuing
Lender in respect of any liability incurred by the Issuing Lender arising out of
the gross negligence or willful misconduct of the Issuing Lender (including
action not taken by the Issuing Lender), as determined by a court of competent
jurisdiction pursuant to a final, non-appealable judgment.

                                       45



ARTICLE III

REPRESENTATIONS AND WARRANTIES

         To induce the Lenders to enter into this Credit Agreement and to make
the Extensions of Credit herein provided for, the Credit Parties hereby
represent and warrant to the Administrative Agent and to each Lender that:

         Section 3.1 Financial Condition.

         The Borrower has heretofore delivered to the Lenders, at the Lenders'
request, the following financial statements and information: (a) audited
consolidated financial statements of the Borrower and its subsidiaries for the
fiscal years 2000, 2001 and 2002, consisting of balance sheets and the related
consolidated and consolidating statements of income, stockholders' equity and
cash flows for such period, (b) audited consolidated financial statements of the
Acquired Company and its subsidiaries for the fiscal years 2000 and 2001 (and,
with respect to the subsidiaries of the Acquired Company, for the fiscal year
2002), consisting of balance sheets and the related consolidated and
consolidating statements of income, stockholders' equity and cash flows for such
period, (c) unaudited consolidated financial statements of the Borrower and its
subsidiaries through the most recently available quarterly period ending prior
to the Closing Date, consisting of a balance sheet and the related consolidated
and consolidating statements of income, stockholders' equity and cash flows for
the period ending on such date, (d) a pro forma consolidated balance sheet of
the Borrower and its subsidiaries as of March 31, 2003 and (e) four-year
projections for the Borrower and its subsidiaries, all in form and substance
satisfactory to the Administrative Agent and certified by the chief financial
officer of the Borrower that they fairly present the financial condition of the
Borrower and its subsidiaries as of the dates indicated and that (i) with
respect to the audited and unaudited financial statements, the results of their
operations and their cash flows for the periods indicated, subject to changes
resulting from audit and normal year-end adjustments, and (ii) with respect to
the pro forma balance sheet and the projections, were prepared in good faith
based upon reasonable assumptions.

         Section 3.2 No Change.

         Since December 31, 2002 (and after delivery of annual audited financial
statements in accordance with Section 5.1(a), from the date of the most recently
delivered annual audited financial statements), there has been no change which
could reasonably be expected to have a Material Adverse Effect.

         Section 3.3 Corporate Existence; Corporate Power; Compliance with Law.

                  (a)      Each of the Credit Parties is a corporation or
         limited liability company duly organized and validly existing and in
         good standing under the laws of the state of its formation and each of
         the Credit Parties has the power and authority to enter into and
         perform its obligations under the Credit Documents to which it is a
         party and has the corporate power and authority to enter into and
         perform the obligations under each other

                                       46



         agreement, instrument and document to be executed and delivered by it
         in connection with or as contemplated by each such Credit Document to
         which it is a party or will be a party.

                  (b)      The execution and delivery by each of the Credit
         Parties of this Credit Agreement and the other applicable Credit
         Documents as of such date and the performance by each of the Credit
         Parties of its respective obligations under this Credit Agreement and
         the other applicable Credit Documents are within the corporate powers
         of each of the Credit Parties, have been duly authorized by all
         necessary corporate action on the part of each of the Credit Parties
         (including without limitation any necessary shareholder action), have
         been duly executed and delivered, have received all necessary
         governmental approval, and do not and will not (A) violate any
         Requirement of Law which is binding on any Credit Party or any of its
         Subsidiaries, (B) contravene or conflict with, or result in a breach
         of, any provision of the articles of incorporation, bylaws or other
         organizational documents of any of the Credit Parties or any of their
         Subsidiaries or of any agreement, indenture, instrument or other
         document which is binding on any of the Credit Parties or any of their
         Subsidiaries or (C) result in, or require, the creation or imposition
         of any Lien (other than pursuant to the terms of the Credit Documents)
         on any asset of any of the Credit Parties or any of their Subsidiaries.

                  (c)      Each of the Credit Parties is in compliance with all
         Requirements of Law except to the extent that the failure to comply
         therewith could not, in the aggregate, reasonably be expected to have a
         Material Adverse Effect.

         Section 3.4 Authorization; Enforceable Obligations.

         No consent or authorization of, filing with, notice to or other act by
or in respect of, any Governmental Authority or other authorization,
registration, consent, approval, waiver, notice or other action by, to or of any
other Person pursuant to any Requirement of Law, contract, indenture, instrument
or agreement or for any other reason is required to authorize or is required in
connection with (i) the execution, delivery or performance of any Credit
Document, (ii) the legality, validity, binding effect or enforceability of any
Credit Document, (iii) the acquisition, ownership, construction, completion,
occupancy, operation, leasing or subleasing of any Property or (iv) any
Extension of Credit, in each case, except those which have been obtained and are
in full force and effect. This Credit Agreement and the other applicable Credit
Documents to which the Credit Parties are parties constitute the legal, valid
and binding obligation of such Credit Parties, as applicable, enforceable
against each such Credit Party, as applicable, in accordance with their terms.

         Section 3.5 No Legal Bar; No Default.

         The execution, delivery and performance of the Credit Documents, the
borrowings thereunder and the use of the proceeds of the Loans will not violate
any Requirement of Law or any Contractual Obligation of the Borrower or any
other Credit Party (except those as to which waivers or consents have been
obtained), and will not result in, or require, the creation or imposition of any
Lien on any of its or their respective properties or revenues pursuant to any

                                       47



Requirement of Law or Contractual Obligation other than the Liens arising under
or contemplated in connection with the Credit Documents. Neither the Borrower
nor any other Credit Party is in default under or with respect to any of its
Contractual Obligations in any respect which could reasonably be expected to
have a Material Adverse Effect. No Default or Event of Default has occurred and
is continuing.

         Section 3.6 No Material Litigation.

         There are no material actions, suits or proceedings pending or, to our
knowledge, threatened against any Credit Party in any court or before any
Governmental Authority (nor shall any order, judgment or decree have been issued
or proposed to be issued by any Governmental Authority to set aside, restrain,
enjoin or prevent the full performance of any Credit Document or any transaction
contemplated thereby) that (i) concern any Property or a Credit Party's interest
therein, (ii) question the validity or enforceability of any Credit Document or
any transaction described in the Credit Documents or (iii) could reasonably be
expected to have a material adverse effect on (A) the business of the Borrower
and its Subsidiaries taken as a whole or (B) the ability of the Borrower or any
Guarantor to perform its obligations, when such obligations are required to be
performed, under this Credit Agreement, any of the Notes or any other Credit
Document.

         Section 3.7 Investment Company Act.

         Neither the Borrower nor any Credit Party is an "investment company",
or a company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended. Neither the Borrower nor any other
Credit Party is a subject to regulation under the Public Utility Holding Company
Act of 1935, as amended, the Federal Power Act, the Interstate Commerce Act, or
any federal or state statute or regulation limiting its ability to incur the
Credit Party Obligations.

         Section 3.8 Margin Regulations.

         No part of the proceeds of any Extension of Credit hereunder will be
used directly or indirectly for any purpose which violates, or which would be
inconsistent with, the provisions of Regulation T, U or X of the Board of
Governors of the Federal Reserve System as now and from time to time hereafter
in effect. The Borrower and its Subsidiaries taken as a group do not own "margin
stock" except as identified in the financial statements referred to in Section
3.1 and the aggregate value of all "margin stock" owned by the Borrower and its
Subsidiaries taken as a group does not exceed 25% of the value of their assets.

         Section 3.9 ERISA.

         Neither a Reportable Event nor an "accumulated funding deficiency"
(within the meaning of Section 412 of the Code or Section 302 of ERISA) has
occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code, except to the extent that any such occurrence or failure to comply
would not

                                       48



reasonably be expected to have a Material Adverse Effect. No termination of a
Single Employer Plan has occurred resulting in any liability that has remained
underfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such
five-year period which could reasonably be expected to have a Material Adverse
Effect. The present value of all accrued benefits under each Single Employer
Plan (based on those assumptions used to fund such Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits by an amount which, as determined in accordance with GAAP,
could reasonably be expected to have a Material Adverse Effect. Neither the
Borrower nor any Commonly Controlled Entity is currently subject to any
liability for a complete or partial withdrawal from a Multiemployer Plan which
could reasonably be expected to have a Material Adverse Effect.

         Section 3.10 Environmental Matters.

                  (a)      The facilities and properties owned, leased or
         operated by the Borrower and the other Credit Parties or any of their
         Subsidiaries (the "Properties") do not contain any Materials of
         Environmental Concern in amounts or concentrations which (i) constitute
         a material violation of, or (ii) could give rise to material liability
         under, any Environmental Law.

                  (b)      The Properties and all operations of the Borrower and
         the other Credit Parties and/or their Subsidiaries at the Properties
         are in compliance, and have in the last five years been in compliance,
         in all material respects with all applicable Environmental Laws, and
         there is no material contamination at, under or about the Properties or
         material violation of any Environmental Law with respect to the
         Properties or the business operated by the Borrower and the other
         Credit Parties or any of their Subsidiaries (the "Business").

                  (c)      Neither the Borrower nor any of the other Credit
         Parties has received any written or actual notice of violation, alleged
         violation, non-compliance, liability or potential liability regarding
         environmental matters or compliance with Environmental Laws with regard
         to any of the Properties or the Business, nor does the Borrower or any
         of the other Credit Parties nor any of their Subsidiaries have
         knowledge or reason to believe that any such notice will be received or
         is being threatened.

                  (d)      Materials of Environmental Concern have not been
         transported or disposed of from the Properties in material violation
         of, or in a manner or to a location which could give rise to material
         liability under any Environmental Law, nor have any Materials of
         Environmental Concern been generated, treated, stored or disposed of
         at, on or under any of the Properties in material violation of, or in a
         manner that could give rise to material liability under, any applicable
         Environmental Law.

                  (e)      No judicial proceeding or governmental or
         administrative action is pending or, to the knowledge of the Borrower
         and the other Credit Parties, threatened, under any Environmental Law
         to which the Borrower or any other Credit Party or any Subsidiary is or
         will be named as a party with respect to the Properties or the Business

                                       49



         that would have or would reasonably be expected to have a Material
         Adverse Effect, nor are there any consent decrees or other decrees,
         consent orders, administrative orders or other orders, or other
         administrative or judicial requirements outstanding under any
         Environmental Law with respect to the Properties or the Business that,
         if violated, would have or would reasonably be expected to have a
         Material Adverse Effect.

                  (f)      There has been no release or threat of release of
         Materials of Environmental Concern at or from the Properties, or
         arising from or related to the operations of the Borrower or any other
         Credit Party or any Subsidiary in connection with the Properties or
         otherwise in connection with the Business, in material violation of or
         in amounts or in a manner that could give rise to material liability
         under Environmental Laws.

         Section 3.11 Purpose of Loans.

         The proceeds of the Extensions of Credit shall be used by the Borrower
solely to (i) finance the Acquisition and to pay certain costs, fees and
expenses related thereto, (ii) refinance certain existing indebtedness of the
Borrower and the Acquired Company, (iii) pay fees and expenses owing to the
Lenders and the Administrative Agent in connection with this Credit Agreement
and any other transaction fees and expenses incurred in connection with the
Acquisition and the financing thereof, in amounts acceptable to the
Administrative Agent and the Lenders, and (iv) provide for working capital,
capital expenditures and other general corporate purposes of the Borrower and
its Subsidiaries.

         Section 3.12 Subsidiaries.

         Set forth on Schedule 3.12 is a complete and accurate list of all
subsidiaries of the Credit Parties. Information on the attached Schedule
includes the following: (i) state of incorporation; (ii) the number of shares of
each class of Capital Stock or other equity interests outstanding; (iii) the
number and percentage of outstanding shares of each class of stock; and (iv) the
number and effect, if exercised, of all outstanding options, warrants, rights of
conversion or purchase and similar rights. The outstanding Capital Stock and
other equity interests of all such subsidiaries is validly issued, fully paid
and non-assessable and is owned, free and clear of all Liens (other than those
arising under or contemplated in connection with the Credit Documents).

         Section 3.13 Ownership.

         Each Credit Party and its Subsidiaries has good and marketable fee
simple title to all of its respective assets, or if any Property is leased by a
Credit Party or a Subsidiary, it has a valid leasehold interest enforceable
against the ground lessor of such Property in accordance with the terms of such
lease, and none of such assets is subject to any Lien other than Permitted
Liens.

         Section 3.14 Indebtedness.

         Except as otherwise permitted under Section 6.1, the Borrower and its
Subsidiaries have no Indebtedness.

                                       50



         Section 3.15 Taxes.

         Each of the Credit Parties and each Subsidiary thereof has filed or
caused to be filed all tax reports and returns required to be filed by each of
them with any Governmental Authority, except where extensions have been properly
obtained and have paid or made adequate provision for the payment of all taxes,
assessments, fees and other charges by any Governmental Authority which are due
and payable, except such taxes, assessments, fees and other charges, if any, as
are being diligently contested in good faith by appropriate proceedings and as
to which the applicable Credit Party or Subsidiary thereof has established
adequate reserves in conformity with GAAP on the books of such Credit Party or
Subsidiary. No Lien for any such taxes, assessments, fees or other charges has
been filed, and no claims are being asserted with respect to any such taxes,
assessments, fees or other charges which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect.

         Section 3.16 Solvency.

         The fair saleable value of each Credit Party's assets, measured on a
going concern basis, exceeds all probable liabilities, including those to be
incurred pursuant to this Credit Agreement. None of the Credit Parties (a) has
unreasonably small capital in relation to the business in which it is or
proposes to be engaged or (b) has incurred, or believes that it will incur after
giving effect to the transactions contemplated by this Credit Agreement, debts
beyond its ability to pay such debts as they become due.

         Section 3.17 Investments.

         All investments of each of the Borrower and its Subsidiaries are
Permitted Investments.

         Section 3.18 Location of Assets.

         Set forth on Schedule 3.18(a) is a list of the Properties of the
Borrower and its Subsidiaries with street address, county and state where
located. Set forth on Schedule 3.18(b) is the chief executive office and
principal place of business of each of the Borrower and its Subsidiaries.
Schedule 3.18(a) and 3.18(b) may be updated from time to time by the Borrower to
include new properties or locations by giving written notice thereof to the
Administrative Agent.

         Section 3.19 No Burdensome Restrictions.

         None of the Borrower or any of its Subsidiaries is a party to any
agreement or instrument or subject to any other obligation or any charter or
corporate restriction or any provision of any applicable law, rule or regulation
which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

                                       51



         Section 3.20 Brokers' Fees.

         None of the Borrower or any of its Subsidiaries has any obligation to
any Person in respect of any finder's, broker's, investment banking or other
similar fee in connection with any of the transactions contemplated under the
Credit Documents other than the closing and other fees payable pursuant to this
Credit Agreement.

         Section 3.21 Labor Matters.

         There are no collective bargaining agreements or Multiemployer Plans
covering the employees of the Borrower or any of its Subsidiaries as of the
Closing Date, other than as set forth in Schedule 3.21 hereto, and none of the
Borrower or any of its Subsidiaries (i) has suffered any strikes, walkouts, work
stoppages or other material labor difficulty within the last five years, other
than as set forth in Schedule 3.21 hereto or (ii) has knowledge of any potential
or pending strike, walkout or work stoppage.

         Section 3.22 Security Documents.

         The Security Documents create valid security interests in, and Liens
on, the Collateral purported to be covered thereby, which security interests and
Liens are currently (or will be, upon the filing of appropriate financing
statements in favor of the Administrative Agent, on behalf of the Lenders)
perfected security interests and Liens, prior to all other Liens other than
Permitted Liens.

         Section 3.23 Accuracy and Completeness of Information.

                  (a)      All information heretofore or contemporaneously
         herewith furnished by either the Borrower or any other Credit Party or
         any of their Subsidiaries to the Administrative Agent, the Arranger or
         any Lender for purposes of or in connection with this Credit Agreement
         and the transactions contemplated hereby is, and all information
         hereafter furnished by or on behalf of the Credit Parties or any of
         their Subsidiaries to the Administrative Agent, the Arranger or any
         Lender pursuant hereto or in connection herewith will be, true and
         accurate in every material respect on the date as of which such
         information is dated or certified, and such information, taken as a
         whole, does not and will not omit to state any material fact necessary
         to make such information, taken as a whole, not misleading.

                  (b)      All registration statements, reports, proxy
         statements and other documents, if any, required to be filed by Credit
         Parties and their Subsidiaries with the Securities and Exchange
         Commission pursuant to the Securities Act of 1933 and the Securities
         Exchange Act of 1934, as amended, have been filed, and such filings are
         complete and accurate and contain no untrue statements of material fact
         or omit to state any material facts required to be stated therein or
         necessary in order to make the statements therein not misleading.

                                       52



         Section 3.24 Consummation of Acquisition; Representations and
Warranties from Other Documents.

         The Acquisition and related transactions have been consummated
substantially in accordance with the terms of the Acquisition Documents. As of
the Closing Date, the Acquisition Documents have not been materially altered,
amended or otherwise modified or supplemented or any condition thereof waived
without the prior written consent of the Administrative Agent. Each of the
representations and warranties made in the Acquisition Documents by a Credit
Party that is a party thereto is true and correct, except for any representation
or warranty therein the failure of which to be true and correct, does not have
or could not reasonably be expected to have a Material Adverse Effect.

         Section 3.25 Material Agreements.

         None of the Credit Parties or any of their Subsidiaries has breached or
violated, or is in default under, any Material Agreement or has defaulted in
making any payment when due with respect to money borrowed by such Credit Party
of Subsidiary under any Material Agreement.

         Section 3.26 Insurance.

         The insurance certificates evidencing liability, casualty and business
interruption insurance coverage of the Credit Parties and their Subsidiaries
have been delivered to the Administrative Agent and such insurance coverage is
on terms and in coverage amounts comparable to the industry standard applicable
to the assets and operations of the Credit Parties and their Subsidiaries.

ARTICLE IV

CONDITIONS PRECEDENT

         Section 4.1 Conditions to Closing Date and Initial Revolving Loans and
Term Loans.

         This Credit Agreement shall become effective upon, and the obligation
of each Lender to make the initial Revolving Loans, the Swingline Loans and the
Term Loan on the Closing Date is subject to, the satisfaction of the following
conditions precedent:

                  (a)      Execution of Credit Documents. The Administrative
         Agent shall have received (i) counterparts of this Credit Agreement,
         (ii) for the account of each Lender, Revolving Notes and the Term
         Notes, (iii) for the account of the Swingline Lender, the Swingline
         Note, and (iv) counterparts of the Pledge Agreement, in each case
         conforming to the requirements of this Credit Agreement and executed by
         a duly authorized officer of each party thereto

                  (b)      Authority Documents. The Administrative Agent shall
         have received the following:

                                       53



                           (i)      Articles of Incorporation. Copies of the
                  articles of incorporation or other charter documents, as
                  applicable, of each Credit Party certified to be true and
                  complete as of a recent date by the appropriate Governmental
                  Authority of the state of its incorporation.

                           (ii)     Resolutions. Copies of resolutions of the
                  board of directors of each Credit Party approving and adopting
                  the Credit Documents, the transactions contemplated therein
                  and authorizing execution and delivery thereof, certified by
                  an officer of such Credit Party as of the Closing Date to be
                  true and correct and in force and effect as of such date.

                           (iii)    Bylaws. A copy of the bylaws or operating
                  agreement of each Credit Party certified by an officer of such
                  Credit Party as of the Closing Date to be true and correct and
                  in force and effect as of such date.

                           (iv)     Good Standing. Copies of certificates of
                  good standing, existence or its equivalent with respect to
                  each Credit Party certified as of a recent date by the
                  appropriate Governmental Authorities of its state of
                  incorporation and each other state in which the failure to so
                  qualify and be in good standing could reasonably be expected
                  to have a Material Adverse Effect on the business or
                  operations of the Borrower and its Subsidiaries.

                           (v)      Incumbency. An incumbency certificate of
                  each Credit Party certified by a secretary or assistant
                  secretary to be true and correct as of the Closing Date.

                  (c)      Legal Opinions of Counsel. The Administrative Agent
         shall have received an opinion or opinions of legal counsel for the
         Credit Parties, dated the Closing Date and addressed to the
         Administrative Agent and the Lenders, which opinion or opinions shall
         provide, among other things, that the Borrower, the Acquired Company
         and its Subsidiaries are in compliance with all corporate instruments
         and Material Agreements on the Closing Date after giving effect to the
         Acquisition and shall otherwise be in form and substance acceptable to
         the Administrative Agent.

                  (d)      Reliance. The Administrative Agent shall have
         received a copy of each opinion, report, agreement, and other document
         required to be delivered pursuant to the Acquisition Documents in
         connection with the Acquisition and related transactions, and to the
         extent available with a letter from each Person delivering any such
         opinion authorizing reliance thereon by the Administrative Agent and
         the Lenders, all in form and substance reasonably satisfactory to the
         Administrative Agent and the Lenders.

                  (e)      Collateral Documents. The Administrative Agent shall
         have received, in form and substance satisfactory to the Administrative
         Agent:

                           (i)      all stock or membership certificates, if
                  any, evidencing the Capital Stock pledged to the
                  Administrative Agent pursuant to the Pledge Agreement,

                                       54



                  together with duly executed in blank undated stock or transfer
                  powers attached thereto;

                           (ii)     searches of UCC filings in the jurisdiction
                  of incorporation of each Credit Party or where a filing would
                  need to be made in order to perfect the Lenders' security
                  interest in the Collateral, copies of the financing statements
                  on file in such jurisdictions and evidence that no Liens exist
                  other than Permitted Liens; and

                           (iii)    duly executed UCC financing statements for
                  each appropriate jurisdiction as is necessary, in the
                  Administrative Agent's sole discretion, to perfect the
                  Lenders' security interests in the Collateral.

                  (f)      Account Designation Letter. The Administrative Agent
         shall have received the executed Account Designation Letter in the form
         of Schedule 1.1(a) hereto.

                  (g)      Solvency Certificate. The Administrative Agent shall
         have received an officer's certificate for the Credit Parties prepared
         by the chief financial officer of the Borrower as to the financial
         condition, solvency and related matters of the Borrower and of the
         Credit Parties taken as a whole, in each case after giving effect to
         the Acquisition and the initial borrowings under the Credit Documents,
         in substantially the form of Schedule 4.1(g) hereto.

                  (h)      Officer's Certificate. The Administrative Agent shall
         have received a certificate executed by a responsible officer of the
         Borrower as of the Closing Date stating that immediately after giving
         effect to this Credit Agreement, the other Credit Documents, the
         Acquisition and all the transactions contemplated herein and therein to
         occur on such date, (A) no Default or Event of Default exists, (B) all
         representations and warranties contained herein and in the other Credit
         Documents are true and correct in all material respects, and (C) the
         Credit Parties are in compliance with each of the financial covenants
         set forth in Section 5.9 on a pro forma basis.

                  (i)      Litigation. There shall not exist any pending or
         threatened litigation or investigation affecting or relating to the
         Borrower, the Acquired Company or any of their respective Subsidiaries,
         this Credit Agreement, the other Credit Documents or the Acquisition
         that in the reasonable judgment of the Administrative Agent and Lenders
         could materially adversely affect the Borrower, the Acquired Company
         and any of their respective Subsidiaries, taken as a whole, or this
         Credit Agreement or the other Credit Documents, that has not been
         settled, dismissed, vacated, discharged or terminated prior to the
         Closing Date.

                  (j)      Termination of Existing Indebtedness. All existing
         Indebtedness for borrowed money of the Borrower, the Acquired Company
         and their respective Subsidiaries (other than the Indebtedness listed
         on Schedule 6.1(b)) shall have been repaid in full and terminated and
         all Liens relating thereto shall have been terminated.

                                       55



                  (k)      Corporate Structure. The corporate capital and
         ownership structure of the Borrower and its subsidiaries (after giving
         effect to the Acquisition) shall be as described in Schedule 3.12. The
         Administrative Agent and the Lenders shall be satisfied with management
         structure, legal structure, voting control, liquidity, total leverage
         and total capitalization of the Borrower as of the Closing Date.

                  (l)      Consents. The Administrative Agent shall have
         received evidence that all governmental, shareholder and material third
         party consents and approvals necessary in connection with the
         financings and other transactions contemplated hereby (including the
         Acquisition) have been obtained and all applicable waiting periods have
         expired without any action being taken by any authority that could
         restrain, prevent or impose any material adverse conditions on such
         transactions or that could seek or threaten any of such transactions.

                  (m)      Compliance with Laws. The financings and other
         transactions contemplated hereby shall be in compliance with all
         applicable laws and regulations (including all applicable securities
         and banking laws, rules and regulations).

                  (n)      Bankruptcy. There shall be no bankruptcy or
         insolvency proceedings with respect to the Borrower or any of its
         Subsidiaries.

                  (o)      Material Adverse Effect. Since December 31, 2002,
         there has been no change which could reasonably be expected to have a
         Material Adverse Effect.

                  (p)      Funded Debt. The Administrative Agent shall have
         received evidence satisfactory to it provided by the Borrower that
         after giving effect to the Acquisition, the initial Extensions of
         Credit hereunder and the other transactions contemplated in this Credit
         Agreement, Funded Debt of the Borrower and its Subsidiaries on a
         consolidated basis (excluding existing earnout obligations and
         non-recourse Indebtedness of unrestricted Subsidiaries) shall not
         exceed $380,000,000 in the aggregate.

                  (q)      Minimum Pro Forma EBITDA. The Administrative Agent
         shall have received evidence satisfactory to it provided by the
         Borrower that pro forma Consolidated EBITDA of the Borrower and its
         Subsidiaries, as determined by the Administrative Agent and taking into
         account appropriate add-backs of up to $26,000,000 relating to the
         Acquisition, was not less than $240,000,000.

                  (r)      Acquisition Documents. The Administrative Agent and
         the Lenders shall have reviewed and approved in their sole discretion
         all of the Acquisition Documents and there shall not have been any
         material change to the documentation relating to the Acquisition
         (including the merger agreement and the schedules thereto) from the
         executed versions of such documentation dated as of March 27, 2003, as
         amended as of April 11, 2003 and as further amended as of May 7, 2003,
         unless approved by Agent, and the Acquisition shall have been
         consummated in accordance with the terms of the Acquisition Documents.
         The Administrative Agent shall have received a copy, certified by

                                       56



         an officer of the Borrower as true and complete, of each Acquisition
         Document as originally executed and delivered, together with all
         exhibits and schedules thereto.

                  (s)      Liability and Casualty Insurance. The Administrative
         Agent shall have received copies of insurance policies or certificates
         of insurance evidencing liability, casualty and business interruption
         insurance of the Borrower and its Subsidiaries.

                  (t)      Financial Statements. The Administrative Agent shall
         have received copies of the financial statements referred to in Section
         3.1 hereof, each in form and substance satisfactory to it.

                  (u)      Fees. The Administrative Agent and the Lenders shall
         have received all fees, if any, owing pursuant to the Fee Letter and
         Section 2.5.

                  (v)      Additional Matters. All other documents and legal
         matters in connection with the transactions contemplated by this Credit
         Agreement shall be reasonably satisfactory in form and substance to the
         Administrative Agent and its counsel.

         Section 4.2 Conditions to All Extensions of Credit.

         The obligation of each Lender to make any Extension of Credit hereunder
is subject to the satisfaction of the following conditions precedent on the date
of making such Extension of Credit:

                  (a)      Representations and Warranties. The representations
         and warranties made by the Credit Parties herein, in the Security
         Documents or which are contained in any certificate furnished at any
         time under or in connection herewith shall be true and correct in all
         material respects on and as of the date of such Extension of Credit as
         if made on and as of such date.

                  (b)      No Default or Event of Default. No Default or Event
         of Default shall have occurred and be continuing on such date or after
         giving effect to the Extension of Credit to be made on such date unless
         such Default or Event of Default shall have been waived in accordance
         with this Credit Agreement.

                  (c)      Compliance with Commitments. Immediately after giving
         effect to the making of any such Extension of Credit (and the
         application of the proceeds thereof), (i) the sum of outstanding
         Revolving Loans plus outstanding Swingline Loans plus LOC Obligations
         shall not exceed the Aggregate Revolving Committed Amount, (ii) the LOC
         Obligations shall not exceed the LOC Committed Amount and (iii) the
         Swingline Loans shall not exceed the Swingline Committed Amount.

                  (d)      Additional Conditions to Revolving Loans. If a
         Revolving Loan is requested, all conditions set forth in Section 2.1
         shall have been satisfied.

                                       57



                  (e)      Additional Conditions to Term Loan. If the Term Loan
         is requested, all conditions set forth in Section 2.2 shall have been
         satisfied.

                  (f)      Additional Conditions to Letters of Credit. If the
         issuance of a Letter of Credit is requested, all conditions set fort in
         Section 2.3 shall have been satisfied.

                  (g)      Additional Conditions to Swingline Loans. If a
         Swingline Loan is requested, all conditions set forth in Section 2.4
         shall have been satisfied.

         Each request for an Extension of Credit and each acceptance by the
Borrower of any such Extension of Credit shall be deemed to constitute
representations and warranties by the Borrower as of the date of such Extension
of Credit that the applicable conditions in paragraphs (a) through (g) of this
Section have been satisfied.

ARTICLE V

AFFIRMATIVE COVENANTS

         The Credit Parties hereby covenant and agree that on the Closing Date,
and thereafter for so long as this Credit Agreement is in effect and until the
Commitments have terminated, no Note remains outstanding and unpaid and the
Credit Party Obligations, together with interest, Commitment Fee and all other
amounts owing to the Administrative Agent or any Lender hereunder, are paid in
full, each of the Credit Parties shall, and shall cause each of its Subsidiaries
(other than in the case of Sections 5.1, 5.2 or 5.7 hereof), to:

         Section 5.1 Financial Statements.

         Furnish to the Administrative Agent and each of the Lenders:

                  (a)      Annual Financial Statements. As soon as available,
         but in any event within ninety (90) days after the end of each fiscal
         year of the Borrower, a copy of the consolidated balance sheet of the
         Borrower and its Consolidated Subsidiaries as at the end of such fiscal
         year and the related consolidated and consolidating statements of
         income and retained earnings and of consolidated cash flows of the
         Borrower and its Consolidated Subsidiaries for such year which, other
         than in the case of the consolidating statements, shall be audited by a
         firm of independent certified public accountants of nationally
         recognized standing reasonably acceptable to the Required Lenders,
         setting forth in each case in comparative form the figures for the
         previous year, reported on without a "going concern" or like
         qualification or exception, or qualification indicating that the scope
         of the audit was inadequate to permit such independent certified public
         accountants to certify such financial statements without such
         qualification;

                  (b)      Quarterly Financial Statements. As soon as available
         and in any event within forty-five (45) days after the end of each of
         the first three fiscal quarters of the Borrower, a copy of the
         unaudited consolidated balance sheet of the Borrower and its

                                       58



         Consolidated Subsidiaries as at the end of such period and related
         consolidated and consolidating statements of income and retained
         earnings and of consolidated cash flows for the Borrower and its
         Consolidated Subsidiaries for such quarterly period and for the portion
         of the fiscal year ending with such period, in each case setting forth
         in comparative form consolidated figures for the corresponding period
         or periods of the preceding fiscal year (subject to normal recurring
         year-end audit adjustments);

                  (c)      Annual Operating Budget and Cash Flow. As soon as
         available, but in any event within fifteen (15) days prior to the end
         of each fiscal year, a copy of the detailed annual operating budget or
         plan including cash flow projections of the Borrower and its
         subsidiaries for the next four fiscal quarter period prepared on a
         quarterly basis, in form and detail reasonably acceptable to the
         Administrative Agent and the Lenders, together with a summary of the
         material assumptions made in the preparation of such annual budget or
         plan;

all such financial statements to be complete and correct in all material
respects (subject, in the case of interim statements, to normal recurring
year-end audit adjustments) and to be prepared in reasonable detail and, in the
case of the annual and quarterly financial statements provided in accordance
with subsections (a) and (b) above, in accordance with GAAP applied consistently
throughout the periods reflected therein and further accompanied by a
description of, and an estimation of the effect on the financial statements on
account of, a change, if any, in the application of accounting principles as
provided in Section 1.3.

         Section 5.2 Certificates; Other Information.

         Furnish to the Administrative Agent and each of the Lenders:

                  (a)      concurrently with the delivery of the financial
         statements referred to in Section 5.1(a) above, a certificate of the
         independent certified public accountants reporting on such financial
         statements stating that in making the examination necessary therefor no
         knowledge was obtained of any Default or Event of Default, except as
         specified in such certificate;

                  (b)      concurrently with the delivery of the financial
         statements referred to in Sections 5.1(a) and 5.1(b) above, a
         certificate of a Responsible Officer stating that, to the best of such
         Responsible Officer's knowledge, each of the Credit Parties during such
         period observed or performed in all material respects all of its
         covenants and other agreements, and satisfied in all material respects
         every condition, contained in this Credit Agreement to be observed,
         performed or satisfied by it, and that such Responsible Officer has
         obtained no knowledge of any Default or Event of Default except as
         specified in such certificate and such certificate shall include the
         calculations in reasonable detail required to indicate compliance with
         Section 5.9 as of the last day of such period;

                  (c)      within thirty (30) days after the same are provided,
         make available by electronic mail or by posting to the Borrower's
         website copies of all reports (other than those otherwise provided
         pursuant to Section 5.1 and those which are of a promotional

                                       59



         nature) and other financial information which the Borrower sends to its
         stockholders, and within thirty days after the same are filed, copies
         of all financial statements and non-confidential reports which the
         Borrower may make to, or file with the Securities and Exchange
         Commission or any successor or analogous Governmental Authority;

                  (d)      within ninety (90) days after the end of each fiscal
         year of the Borrower, a certificate containing information regarding
         the amount of all (i) Debt Issuances outstanding at the end of the
         prior fiscal year and (ii) Equity Issuances that were made during the
         prior fiscal year;

                  (e)      promptly upon receipt thereof, a copy of any other
         report or "management letter" submitted by independent accountants to
         the Borrower or any of its Subsidiaries in connection with any annual,
         interim or special audit of the books of such Person; and

                  (f)      promptly, such other documents or other information
         as the Administrative Agent, on behalf of any Lender, may from time to
         time reasonably request.

         Section 5.3 Payment of Obligations.

                  (a)      Perform all of its obligations under each contract to
         which it is a party, if a failure to so perform could reasonably be
         expected to have a Material Adverse Effect.

                  (b)      Pay and perform all of its obligations under the
         Credit Documents and pay and perform (i) all taxes, assessments and
         other governmental charges that may be levied or assessed upon it or
         any Property, which if not paid or performed could reasonably be
         expected to have a Material Adverse Effect and (ii) all other
         indebtedness, obligations and liabilities in accordance with customary
         trade practices, which if not paid would have a Material Adverse
         Effect; provided that it may contest any tax, assessment or other
         governmental charge in good faith so long as adequate reserves are
         maintained with respect thereto in accordance with GAAP.

         Section 5.4 Conduct of Business and Maintenance of Existence.

         Continue to engage in business of the same general type as conducted by
it on the Closing Date and preserve and maintain its corporate existence and all
rights, franchises, licenses and privileges necessary to the conduct of its
business, and qualify and remain qualified as a foreign corporation (or
partnership, limited liability company or other such similar entity, as the case
may be) and authorized to do business in each jurisdiction in which the failure
to so qualify could reasonably be expected to have a Material Adverse Effect and
shall maintain all licenses, permits and registrations necessary for the conduct
of its operations.

         Section 5.5 Maintenance of Property; Insurance.

                  (a)      Keep all material property useful and necessary in
         its business in good working order and condition (ordinary wear and
         tear and obsolescence excepted); and

                                       60



                  (b)      Maintain with financially sound and reputable
         insurance companies insurance on all its material property in at least
         such amounts and against at least such risks as are usually insured
         against in the same general area by companies engaged in the same or a
         similar business; and furnish to the Administrative Agent, upon written
         request, full information as to the insurance carried; provided,
         however, that the Borrower and its Subsidiaries may maintain self
         insurance plans (including wholly-owned captive insurance company
         coverage) to the extent companies of similar size and in similar
         businesses do so.

         Section 5.6 Inspection of Property; Books and Records; Discussions.

         Keep proper books of records and account in which full, true and
correct entries in conformity with GAAP and all Requirements of Law shall be
made of all dealings and transactions in relation to its businesses and
activities; and permit, upon at least five (5) Business Days notice from the
Administrative Agent (or, if a Default or Event of Default shall have occurred
and be continuing, upon at least one (1) Business Days notice from the
Administrative Agent), representatives of the Administrative Agent or any
Lender, from time to time, to visit and inspect its properties and to inspect,
audit and make extracts from its books, records and files, including without
limitation management letters prepared by independent accountants and to discuss
with its principal officers, and its independent accountants, its business,
assets, liabilities, financial condition, results of operations and business
prospects.

         Section 5.7 Notices.

         Give notice in writing to the Administrative Agent (which shall
promptly transmit such notice to each Lender) of:

                  (a)      promptly, but in any event within two (2) Business
         Days after the Borrower knows or has reason to know thereof, the
         occurrence of any Default or Event of Default;

                  (b)      promptly and in any event within five (5) Business
         Days after the Borrower knows or has reason to know thereof, the
         commencement of any (i) Material Proceeding, (ii) loss of or damage to
         any assets of the Borrower or any Subsidiary that likely will result in
         a Material Adverse Effect and (iii) litigation, investigation or
         proceeding involving an environmental claim or potential liability
         under Environmental Laws in excess of $10,000,000;

                  (c)      promptly and in any event within five (5) Business
         Days after the Borrower knows or has reason to know thereof, default by
         Borrower or any Subsidiary under any note, indenture, loan agreement,
         mortgage or other similar agreement to which the Borrower or any
         Subsidiary is a party or by which the Borrower or any Subsidiary is
         bound, which relates to borrowed money, or of any other default under
         any other note, indenture, loan agreement, mortgage or other similar
         agreement to which the Borrower or

                                       61



         any Subsidiary is a party or by which the Borrower or any Subsidiary is
         bound if such other default may result in a Material Adverse Effect;

                  (d)      promptly and in any event within thirty (30) days
         after the Borrower knows or has reason to know thereof: (i) the
         occurrence or expected occurrence of any material Reportable Event with
         respect to any Plan, a failure to make any required contribution to a
         Plan, the creation of any Lien in favor of the PBGC (other than a
         Permitted Lien) or a Plan or any withdrawal from, or the termination,
         Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
         institution of proceedings or the taking of any other action by the
         PBGC or the Borrower or any Commonly Controlled Entity or any
         Multiemployer Plan with respect to the withdrawal from, or the
         terminating, Reorganization or Insolvency of, any Plan; and

                  (e)      promptly and in any event within three (3) Business
         Days after the Borrower knows or has reason to know thereof, any other
         development or event which could reasonably be expected to have a
         Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto. In
the case of any notice of a Default or Event of Default, the Borrower shall
specify that such notice is a Default or Event of Default notice on the face
thereof.

         Section 5.8 Environmental Laws.

                  (a)      Comply in all material respects with, and ensure
         compliance in all material respects by all tenants and subtenants, if
         any, with, all applicable Environmental Laws and obtain and comply in
         all material respects with and maintain, and ensure that all tenants
         and subtenants obtain and comply in all material respects with and
         maintain, any and all licenses, approvals, notifications, registrations
         or permits required by applicable Environmental Laws except to the
         extent that failure to do so could not reasonably be expected to have a
         Material Adverse Effect;

                  (b)      Conduct and complete all investigations, studies,
         sampling and testing, and all remedial, removal and other actions
         required under Environmental Laws and promptly comply in all material
         respects with all lawful orders and directives of all Governmental
         Authorities regarding Environmental Laws except to the extent that the
         same are being contested in good faith by appropriate proceedings and
         the pendency of such proceedings could not reasonably be expected to
         have a Material Adverse Effect; and

                  (c)      Defend, indemnify and hold harmless the
         Administrative Agent and the Lenders, and their respective employees,
         agents, officers and directors, from and against any and all claims,
         demands, penalties, fines, liabilities, settlements, damages, costs and
         expenses of whatever kind or nature known or unknown, contingent or
         otherwise, arising out of, or in any way relating to the violation of,
         noncompliance with or liability under,

                                       62



         any Environmental Law applicable to the operations of the Borrower, any
         of its Subsidiaries or the Properties, or any orders, requirements or
         demands of Governmental Authorities related thereto, including, without
         limitation, reasonable attorney's and consultant's fees, investigation
         and laboratory fees, response costs, court costs and litigation
         expenses, except to the extent that any of the foregoing arise out of
         the gross negligence or willful misconduct of the party seeking
         indemnification therefor. The agreements in this paragraph shall
         survive repayment of the Notes and all other amounts payable hereunder.

         Section 5.9 Financial Covenants.

         Commencing on the day immediately following the Closing Date, the
Credit Parties shall comply with the following financial covenants:

                  (a)      Consolidated Leverage Ratio. The Consolidated
         Leverage Ratio, as of the last day of each fiscal quarter of the
         Consolidated Group shall be less than or equal to 2.0 to 1.0.

                  (b)      Consolidated Fixed Charge Coverage Ratio. The
         Consolidated Fixed Charge Coverage Ratio, as of the last day of each
         fiscal quarter of the Consolidated Group shall be greater than or equal
         to 1.2 to 1.0.

         Notwithstanding anything herein to the contrary, the parties hereto
acknowledge and agree that, for purposes of all calculations made in determining
compliance for any applicable period with the financial covenants set forth in
this Section 5.9, (i) after consummation of any Permitted Acquisition, including
the Acquisition, (A) income statement items and other balance sheet items
(whether positive or negative) attributable to the Target acquired in such
transaction shall be included in such calculations to the extent relating to
such applicable period, subject to adjustments acceptable to the Administrative
Agent in its sole discretion, and (B) Indebtedness of a Target which is retired
in connection with a Permitted Acquisition shall be excluded from such
calculations and deemed to have been retired as of the first day of such
applicable period and (ii) after consummation of any disposition of Property
permitted by Section 6.4(a)(i), (ii) and (v), (A) income statement items and
other balance sheet items (whether positive or negative) attributable to the
Property disposed of shall be excluded in such calculations to the extent
relating to such applicable period, subject to adjustments acceptable to the
Administrative Agent in its sole discretion, and (B) Indebtedness of the Target
which is retired in connection with such Asset Disposition shall be excluded
from such calculations and deemed to have been retired as of the first day of
such applicable period.

         Section 5.10 Additional Subsidiary Guarantors.

         The Credit Parties will cause each of their Domestic Subsidiaries,
whether newly formed, after acquired or otherwise existing, to promptly (but in
any event within 10 days) become a Guarantor hereunder by way of execution of a
Joinder Agreement. The guaranty obligations of any such Additional Credit Party
shall be secured by, among other things, the Collateral of the Additional Credit
Party.

                                       63



         Section 5.11 Compliance with Law.

         To the extent failure to do so would have a Material Adverse Effect,
each Credit Party will, and will cause each of its Subsidiaries to (a) observe
and remain in compliance with all applicable Requirements of Law and maintain in
full force and effect all permits, authorizations, registrations and consents
from any Governmental Authority, in each case applicable to the conduct of its
business and (b) keep in full force and effect all licenses, certifications or
accreditations necessary for any Property to carry on its business.

         Section 5.12 Pledged Capital Stock.

         Each Credit Party will at all times pledge to the Administrative Agent,
on behalf of the Lenders, (a) 100% of the outstanding Capital Stock of each
Domestic Subsidiary of such Credit Party, (b) 65% of the outstanding Voting
Stock (and 100% of the outstanding non-Voting Stock) of each Foreign Subsidiary
of such Credit Party and (c) all other Pledged Collateral (as defined in the
Pledge Agreement), and the Administrative Agent's Lien on such Collateral shall
at all times constitute a first priority, perfected Lien (subject in each case
to Permitted Liens). Each Credit Party shall, and shall cause each of its
Subsidiaries to, adhere to the covenants regarding the location of personal
property as set forth in the Security Documents.

         Section 5.13 Post-Closing Requirement.

                  (a)      Financial Statements. As soon as practicable, but in
         any event within 45 days of the Closing Date, the Borrower shall have
         provided to the Administrative Agent and the Lenders copies the audited
         consolidated financial statements of the Acquired Company and its
         subsidiaries for the fiscal year 2002, consisting of balance sheets and
         the related consolidated and consolidating statements of income,
         stockholders' equity and cash flows for such period.

                  (b)      Foreign Stock Certificates. As soon as practicable,
         but in any event within _____ days of the Closing Date (or such
         extended period of time as agreed to by the Administrative Agent), the
         Borrower shall deliver to the Administrative Agent all stock or
         membership certificates evidencing the Capital Stock of any direct or
         indirect Foreign Subsidiary of Intercall Holding Corporation that are
         required to be pledged to the Administrative Agent pursuant to the
         Pledge Agreement and are not delivered to the Administrative Agent on
         or prior to the Closing Date, together with duly executed in blank
         undated stock or transfer powers attached thereto.

ARTICLE VI

NEGATIVE COVENANTS

         The Credit Parties hereby covenant and agree that on the Closing Date,
and thereafter for so long as this Credit Agreement is in effect and until the
Commitments have terminated, no

                                       64




Note remains outstanding and unpaid and the Credit Party Obligations, together
with interest, Commitment Fee and all other amounts owing to the Administrative
Agent or any Lender hereunder, are paid in full that:

         Section 6.1 Indebtedness.

         The Borrower will not, nor will it permit any Subsidiary to, contract,
create, incur, assume or permit to exist any Indebtedness, except:

                  (a)      Indebtedness arising or existing under this Credit
         Agreement and the other Credit Documents;

                  (b)      Indebtedness of the Borrower and its Subsidiaries
         existing as of the Closing Date as referenced in the financial
         statements referenced in Section 3.1 (and set out more specifically in
         Schedule 6.1(b)) hereto and renewals, refinancings or extensions
         thereof in a principal amount not in excess of that outstanding as of
         the date of such renewal, refinancing or extension;

                  (c)      Indebtedness of the Borrower and its Subsidiaries
         incurred after the Closing Date consisting of Capital Leases or
         Indebtedness incurred to provide all or a portion of the purchase price
         or cost of construction of an asset provided that (i) such Indebtedness
         when incurred shall not exceed the purchase price or cost of
         construction of such asset; (ii) no such Indebtedness shall be
         refinanced for a principal amount in excess of the principal balance
         outstanding thereon at the time of such refinancing; and (iii) the
         total amount of all such Indebtedness shall not exceed $25,000,000 at
         any time outstanding;

                  (d)      Unsecured intercompany Indebtedness (i) among the
         Credit Parties, (ii) among Foreign Subsidiaries, (iii) owing from
         domestic subsidiaries of the Borrower that are not Guarantors to Credit
         Parties, which Indebtedness is solely for the purpose of purchasing
         third party debt obligations; provided that the aggregate amount of
         Indebtedness incurred pursuant to this clause (iii), together with the
         aggregate amount of investments and loans made pursuant to clause (iv)
         of the definition of Permitted Investments, shall not exceed
         $25,000,000 at any time outstanding, and (iv) owing from domestic
         subsidiaries of the Borrower that are not Guarantors to Credit Parties
         (other than Indebtedness incurred pursuant to clause (iii) above);
         provided that the aggregate amount of Indebtedness incurred pursuant to
         this clause (iv), together with the aggregate amount of investments and
         loans made pursuant to clause (v) of the definition of Permitted
         Investments, shall not exceed $5,000,000 at any time outstanding;

                  (e)      Secured intercompany Indebtedness among the Borrower
         and its Subsidiaries in an amount not to exceed $25,000,000 in the
         aggregate at any time outstanding; provided that, to the extent a
         Credit Party and a Subsidiary that is not a Credit Party are parties to
         such intercompany Indebtedness arrangement, such Credit Party shall be
         the secured party;

                                       65



                  (f)      Indebtedness and obligations owing under Hedging
         Agreements relating to the Loans hereunder and other Hedging Agreements
         entered into in order to manage existing or anticipated interest rate,
         exchange rate or commodity price risks and not for speculative
         purposes;

                  (g)      Indebtedness and obligations of Credit Parties owing
         under documentary letters of credit for the purchase of goods or other
         merchandise (but not under standby, direct pay or other letters of
         credit except for the Letters of Credit hereunder) generally in an
         aggregate amount not to exceed $25,000,000 at any time outstanding;

                  (h)      Guaranty Obligations in respect of Indebtedness of a
         Credit Party to the extent such Indebtedness is permitted to exist or
         be incurred pursuant to this Section 6.1;

                  (i)      Indebtedness of the Borrower and its Subsidiaries
         arising under any Synthetic Leases (other than Indebtedness under the
         Operative Agreements set out on Schedule 6.1(b)) that is pari passu
         with or subordinated to the Credit Party Obligations in an amount not
         to exceed $25,000,000 in the aggregate at any time outstanding;

                  (j)      Indebtedness of the Borrower and its Subsidiaries
         consisting of unsecured earnout obligations incurred in connection with
         Permitted Acquisitions in an amount not to exceed $25,000,000 in the
         aggregate at any time outstanding;

                  (k)      Indebtedness (other than Synthetic Leases) of the
         Borrower and its Subsidiaries that is pari passu with the Credit Party
         Obligations which does not exceed $50,000,000 in the aggregate at any
         time outstanding; and

                  (l)      other Indebtedness of the Borrower and its
         Subsidiaries provided that such Indebtedness is non-recourse to the
         Borrower or any of its Subsidiaries and does not exceed $100,000,000 in
         the aggregate at any time outstanding.

         Section 6.2 Liens.

         The Borrower will not, nor will it permit any Subsidiary to, contract,
create, incur, assume or permit to exist any Lien with respect to any of its
property or assets of any kind (whether real or personal, tangible or
intangible), whether now owned or hereafter acquired, except for Permitted
Liens.

         Section 6.3 Nature of Business.

         The Borrower will not, nor will it permit any Subsidiary to, alter the
character of its business in any material respect from that conducted as of the
Closing Date.

                                       66



         Section 6.4 Consolidation, Merger, Sale or Purchase of Assets, etc.

         The Borrower will not, nor will it permit any Subsidiary to,

                  (a)      dissolve, liquidate or wind up its affairs, sell,
         transfer, lease or otherwise dispose of its property or assets or agree
         to do so at a future time except the following, without duplication,
         shall be expressly permitted:

                           (i)      Specified Sales;

                           (ii)     the sale, transfer, lease or other
                  disposition of property or assets (A) to an unrelated party
                  not in the ordinary course of business (other than Specified
                  Sales), where and to the extent that they are the result of a
                  Recovery Event or (B) the sale, lease, transfer or other
                  disposition of machinery, parts and equipment no longer used
                  or useful in the conduct of the business of the Borrower or
                  any of its Subsidiaries, as appropriate, in its reasonable
                  discretion, so long as and the net proceeds therefrom are used
                  to repair or replace damaged property or to purchase or
                  otherwise acquire new assets or property, provided that such
                  purchase or acquisition is committed to within 180 days of
                  receipt of the net proceeds and such purchase or acquisition
                  is consummated within 270 days of receipt of such proceeds;

                           (iii)    the sale, lease or transfer of property or
                  assets (at fair market value) from the Borrower to any
                  Guarantor;

                           (iv)     the sale, lease or transfer of property or
                  assets from a Guarantor to the Borrower or another Guarantor;
                  and

                           (v)      the sale, lease or transfer of property or
                  assets (at fair market value) not to exceed $10,000,000 in the
                  aggregate in any fiscal year;

         provided, that with respect to sales of assets permitted hereunder
         only, the Administrative Agent shall be entitled, without the consent
         of the Required Lenders, to release its Liens relating to the
         particular assets sold; or

                  (b)      (i) purchase, lease or otherwise acquire (in a single
         transaction or a series of related transactions) the property or assets
         of any Person (other than purchases or other acquisitions of inventory,
         leases, materials, property and equipment in the ordinary course of
         business, except as otherwise limited or prohibited herein) or (ii)
         enter into any transaction of merger or consolidation, except for (A)
         investments or acquisitions (including Permitted Acquisitions)
         permitted pursuant to Section 6.5, and (B) the merger or consolidation
         of a Credit Party with and into another Credit Party, provided that if
         the Borrower is a party thereto, the Borrower will be the surviving
         corporation.

                                       67



         Section 6.5 Advances, Investments and Loans.

         The Borrower will not, nor will it permit any Subsidiary to, lend money
or extend credit or make advances to any Person, or purchase or acquire any
stock, obligations or securities of, or any other interest in, or make any
capital contribution to, any Person except for Permitted Investments.

         Section 6.6 Transactions with Affiliates.

         The Borrower will not, nor will it permit any Subsidiary to, enter into
any transaction or series of transactions, whether or not in the ordinary course
of business, with any officer, director, shareholder or Affiliate other than on
terms and conditions substantially as favorable as would be obtainable in a
comparable arm's-length transaction with a Person other than an officer,
director, shareholder or Affiliate.

         Section 6.7 Ownership of Subsidiaries; Restrictions.

         The Borrower will not, nor will it permit any Subsidiary to, create,
form or acquire any Subsidiaries, except for (a) Domestic Subsidiaries which are
joined as Additional Credit Parties in accordance with the terms hereof and (b)
Foreign Subsidiaries so long as the Capital Stock of such first-tier Foreign
Subsidiaries are pledged to the Administrative Agent, for the benefit of the
Lenders, pursuant to the terms of the Pledge Agreement. The Borrower will not
sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity
interests in any of its Subsidiaries, nor will it permit any of its Subsidiaries
to issue, sell, transfer, pledge or otherwise dispose of any of their Capital
Stock or other equity interests, except in a transaction permitted by Section
6.4. The Borrower shall not, and shall not permit any of its Subsidiaries to,
amend, modify or change its shareholders' agreements and other equity-related
documents (excluding amendments to stock option plan documents) in any material
respect without the prior written consent of the Required Lenders.

         Section 6.8 Fiscal Year; Organizational Documents; Material Agreements.

         The Borrower will not, nor will it permit any of its Subsidiaries to,
change their fiscal year. The Borrower will not, nor will it permit any of its
Subsidiary to, amend, modify or change their articles of incorporation (or
corporate charter or other similar organizational document) or bylaws (or other
similar document) in any material respect or in any respect adverse to the
interests of the Lenders without the prior written consent of the Required
Lenders. The Borrower will not, nor will it permit any of its Subsidiaries to,
without the prior written consent of the Administrative Agent and the Required
Lenders, amend, modify, cancel or terminate or fail to renew or extend or permit
the amendment, modification, cancellation or termination by the Borrower or any
of its Subsidiaries of any of the Material Agreements, except in the event that
such amendments, modifications, cancellations or terminations could not
reasonably be expected to have a Material Adverse Effect.

                                       68



         Section 6.9 Limitation on Restricted Actions.

         The Borrower will not, nor will it permit any Subsidiary to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any such Person to (a) pay
dividends or make any other distributions to any Credit Party on its Capital
Stock or with respect to any other interest or participation in, or measured by,
its profits, (b) pay any Indebtedness or other obligation owed to any Credit
Party, (c) make loans or advances to any Credit Party, (d) sell, lease or
transfer any of its properties or assets to any Credit Party, or (e) act as a
Guarantor and pledge its assets pursuant to the Credit Documents or any
renewals, refinancings, exchanges, refundings or extension thereof, except (in
respect of any of the matters referred to in clauses (a)-(d) above) for such
encumbrances or restrictions existing under or by reason of (i) this Credit
Agreement and the other Credit Documents, (ii) applicable law, (iii) any
document or instrument governing Indebtedness incurred pursuant to Section
6.1(c), provided that any such restriction contained therein relates only to the
asset or assets constructed or acquired in connection therewith or (iv) any
Permitted Lien or any document or instrument governing any Permitted Lien,
provided that any such restriction contained therein relates only to the asset
or assets subject to such Permitted Lien.

         Section 6.10 Restricted Payments.

         Each of the Credit Parties will not, nor will it permit any Subsidiary
to, directly or indirectly, declare, order, make or set apart any sum for or pay
any Restricted Payment, except (a) to make dividends payable solely in the
common stock or equivalent equity interests of such Person and (b) to make
dividends or other distributions payable to the Borrower or any wholly owned
Subsidiary of the Borrower that is a Guarantor (directly or indirectly through
Subsidiaries).

         Section 6.11 Prepayments of Subordinated Debt, etc.

         The Borrower will not, nor will it permit any Subsidiary to, after the
issuance thereof, amend or modify (or permit the amendment or modification of)
any of the terms of any Subordinated Debt if such amendment or modification
would add or change any terms in a manner adverse to the interests of the
Lenders or the issuer of such Subordinated Debt, or shorten the final maturity
or average life to maturity or require any payment to be made sooner than
originally scheduled or increase the interest rate applicable thereto or change
any subordination provision thereof.

         Section 6.12 Sale Leasebacks.

         The Borrower will not, nor will it permit any Subsidiary to, directly
or indirectly, become or remain liable as lessee or as guarantor or other surety
with respect to any lease, whether an operating lease or a Capital Lease, of any
property (whether real, personal or mixed), whether now owned or hereafter
acquired in excess of $10,000,000 in the aggregate on an annual basis, (a) which
the Borrower or any Subsidiary has sold or transferred or is to sell or transfer
to a Person which is not the Borrower or any Subsidiary or (b) which the
Borrower or any Subsidiary intends to use for substantially the same purpose as
any other property which has been sold or is

                                       69



to be sold or transferred by the Borrower or any Subsidiary to another Person
which is not the Borrower or any Subsidiary in connection with such lease.

         Section 6.13 No Further Negative Pledges.

         The Borrower will not, nor will it permit any Subsidiary to, enter
into, assume or become subject to any agreement prohibiting or otherwise
restricting the creation or assumption of any Lien upon its properties or
assets, whether now owned or hereafter acquired, or requiring the grant of any
security for such obligation if security is given for some other obligation,
except (a) pursuant to this Credit Agreement and the other Credit Documents, (b)
pursuant to any document or instrument governing Indebtedness incurred pursuant
to Section 6.1(c), provided that any such restriction contained therein relates
only to the asset or assets constructed or acquired in connection therewith and
(c) in connection with any Permitted Lien or any document or instrument
governing any Permitted Lien, provided that any such restriction contained
therein relates only to the asset or assets subject to such Permitted Lien.

ARTICLE VII

EVENTS OF DEFAULT

         Section 7.1 Events of Default.

         An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

                  (a)      The Borrower shall fail to pay any principal on any
         Note when due in accordance with the terms thereof or hereof; or the
         Borrower shall fail to reimburse the Issuing Lender for any LOC
         Obligations when due in accordance with the terms hereof; or the
         Borrower shall fail to pay any interest on any Note or any fee or other
         amount payable hereunder when due in accordance with the terms thereof
         or hereof and any such failure shall continue unremedied for three (3)
         Business Days (or any Guarantor shall fail to pay on the Guaranty in
         respect of any of the foregoing or in respect of any other Guaranty
         Obligations thereunder); or

                  (b)      Any representation or warranty made or deemed made
         herein, in the Security Documents or in any of the other Credit
         Documents or which is contained in any certificate, document or
         financial or other statement furnished at any time under or in
         connection with this Credit Agreement shall prove to have been
         incorrect, false or misleading in any material respect on or as of the
         date made or deemed made; or

                  (c)      (i) Any Credit Party shall fail to perform, comply
         with or observe any term, covenant or agreement applicable to it
         contained in Section 5.1, Section 5.7(a), Section 5.9 or Article VI
         hereof; or (ii) any Credit Party shall fail to comply with any other
         covenant, contained in this Credit Agreement or the other Credit
         Documents or any other agreement, document or instrument among any
         Credit Party, the Administrative

                                       70


         Agent and the Lenders or executed by any Credit Party in favor of the
         Administrative Agent or the Lenders (other than as described in
         Sections 7.1(a) or 7.1(c)(i) above), and in the event such breach or
         failure to comply is capable of cure, is not cured within thirty (30)
         days of its occurrence; or

                  (d)      The Borrower or any of its Subsidiaries shall (i)
         default in any payment of principal of or interest on any Indebtedness
         (other than the Notes) in a principal amount outstanding of at least
         $10,000,000 in the aggregate for the Borrower and any of its
         Subsidiaries beyond the period of grace (not to exceed 30 days), if
         any, provided in the instrument or agreement under which such
         Indebtedness was created; (ii) default in the observance or performance
         of any other agreement or condition relating to any Indebtedness in a
         principal amount outstanding of at least $10,000,000 in the aggregate
         for the Borrower and its Subsidiaries or contained in any instrument or
         agreement evidencing, securing or relating thereto, or any other event
         shall occur or condition exist, the effect of which default or other
         event or condition is to cause, or to permit the holder or holders of
         such Indebtedness or beneficiary or beneficiaries of such Indebtedness
         (or a trustee or agent on behalf of such holder or holders or
         beneficiary or beneficiaries) to cause, with the giving of notice if
         required, such Indebtedness to become due prior to its stated maturity;
         or (iii) breach or default any Hedging Agreement between the Borrower
         and any Lender or Affiliate of a Lender; or

                  (e)      (i) The Borrower or any of its Subsidiaries shall
         commence any case, proceeding or other action (A) under any existing or
         future law of any jurisdiction, domestic or foreign, relating to
         bankruptcy, insolvency, reorganization or relief of debtors, seeking to
         have an order for relief entered with respect to it, or seeking to
         adjudicate it a bankrupt or insolvent, or seeking reorganization,
         arrangement, adjustment, winding-up, liquidation, dissolution,
         composition or other relief with respect to it or its debts, or (B)
         seeking appointment of a receiver, trustee, custodian, conservator or
         other similar official for it or for all or any substantial part of its
         assets, or the Borrower or any of its Subsidiaries shall make a general
         assignment for the benefit of its creditors; or (ii) there shall be
         commenced against the Borrower or any of its Subsidiaries any case,
         proceeding or other action of a nature referred to in clause (i) above
         which (A) results in the entry of an order for relief or any such
         adjudication or appointment or (B) remains undismissed, undischarged or
         unbonded for a period of 60 days; or (iii) there shall be commenced
         against the Borrower or any of its Subsidiaries any case, proceeding or
         other action seeking issuance of a warrant of attachment, execution,
         distraint or similar process against all or any substantial part of its
         assets which results in the entry of an order for any such relief which
         shall not have been vacated, discharged, or stayed or bonded pending
         appeal within 60 days from the entry thereof; or (iv) the Borrower or
         any of its Subsidiaries shall take any action in furtherance of, or
         indicating its consent to, approval of, or acquiescence in, any of the
         acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower
         or any of its Subsidiaries shall generally not, or shall be unable to,
         or shall admit in writing their inability to, pay its debts as they
         become due; or

                  (f)      One or more judgments or decrees shall be entered
         against the Borrower or any of its Subsidiaries involving in the
         aggregate a liability (to the extent not paid

                                       71



         when due or covered by insurance) of $10,000,000 or more and all such
         judgments or decrees shall not have been paid and satisfied, vacated,
         discharged, stayed or bonded pending appeal within 30 days from the
         entry thereof; or

                  (g)      (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         (other than a Permitted Lien) shall arise on the assets of the Borrower
         or any Commonly Controlled Entity, (iii) a Reportable Event shall occur
         with respect to, or proceedings shall commence to have a trustee
         appointed, or a trustee shall be appointed, to administer or to
         terminate, any Single Employer Plan, which Reportable Event or
         commencement of proceedings or appointment of a trustee is, in the
         reasonable opinion of the Required Lenders, likely to result in the
         termination of such Plan for purposes of Title IV of ERISA, (iv) any
         Single Employer Plan shall terminate for purposes of Title IV of ERISA,
         (v) the Borrower, any of its Subsidiaries or any Commonly Controlled
         Entity shall, or in the reasonable opinion of the Required Lenders is
         likely to, incur any liability in connection with a withdrawal from, or
         the Insolvency or Reorganization of, any Multiemployer Plan or (vi) any
         other similar event or condition shall occur or exist with respect to a
         Plan; and in each case in clauses (i) through (vi) above, such event or
         condition, together with all other such events or conditions, if any,
         could reasonably be expected to have a Material Adverse Effect; or

                  (h)      There shall occur a Change of Control; or

                  (i)      At any time after the execution and delivery thereof,
         the Guaranty for any reason, other than the satisfaction in full of all
         Credit Party Obligations, shall cease to be in full force and effect
         (other than in accordance with its terms) or shall be declared to be
         null and void, or any Credit Party shall contest the validity or
         enforceability of the Guaranty or any Credit Document in writing or
         deny in writing that it has any further liability, including with
         respect to future advances by the Lenders, under any Credit Document to
         which it is a party; or

                  (j)      Any other Credit Document shall fail to be in full
         force and effect or to give the Administrative Agent and/or the Lenders
         the security interests, liens, rights, powers and privileges purported
         to be created thereby (except as such documents may be terminated or no
         longer in force and effect in accordance with the terms thereof, other
         than those indemnities and provisions which by their terms shall
         survive) or any Lien shall fail to be perfected on a material portion
         of the Collateral.

         Section 7.2 Acceleration; Remedies.

         Upon the occurrence of an Event of Default, then, and in any such
event, (a) if such event is an Event of Default specified in Section 7.1(e)
above, automatically the Commitments shall immediately terminate and the Loans
(with accrued interest thereon), and all other amounts under the Credit
Documents (including without limitation the maximum amount of all contingent

                                       72



liabilities under Letters of Credit) shall immediately become due and payable,
and (b) if such event is any other Event of Default, either or both of the
following actions may be taken: (i) with the written consent of the Required
Lenders, the Administrative Agent may, or upon the written request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrower
declare the Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate; and (ii) the Administrative Agent may, or upon the
written request of the Required Lenders, the Administrative Agent shall, by
notice of default to the Borrower, declare the Loans (with accrued interest
thereon) and all other amounts owing under this Credit Agreement and the Notes
to be due and payable forthwith and direct the Borrower to pay to the
Administrative Agent cash collateral as security for the LOC Obligations for
subsequent drawings under then outstanding Letters of Credit an amount equal to
the maximum amount of which may be drawn under Letters of Credit then
outstanding, whereupon the same shall immediately become due and payable.

ARTICLE VIII

THE AGENT

         Section 8.1 Appointment.

         Each Lender hereby irrevocably designates and appoints Wachovia Bank,
National Association as the Administrative Agent of such Lender under this
Credit Agreement, and each such Lender irrevocably authorizes Wachovia Bank,
National Association, as the Administrative Agent for such Lender, to take such
action on its behalf under the provisions of this Credit Agreement and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Credit Agreement, together with such
other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary elsewhere in this Credit Agreement, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth
herein, or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Credit Agreement or otherwise exist against the Administrative Agent.

         Section 8.2 Delegation of Duties.

         The Administrative Agent may execute any of its duties under this
Credit Agreement by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care. Without
limiting the foregoing, the Administrative Agent may appoint one of its
affiliates as its agent to perform the functions of the Administrative Agent
hereunder relating to the advancing of funds to the Borrower and distribution of
funds to the Lenders and to perform such other related functions of the
Administrative Agent hereunder as are reasonably incidental to such functions.

                                       73



         Section 8.3 Exculpatory Provisions.

         Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Credit Agreement (except for its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
the Borrower or any officer thereof contained in this Credit Agreement or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this Credit
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of any of the Credit Documents or for any failure of the Borrower
to perform their obligations hereunder or thereunder. The Administrative Agent
shall not be under any obligation to any Lender to ascertain or to inquire as to
the observance or performance by the Borrower of any of the agreements contained
in, or conditions of, this Credit Agreement, or to inspect the properties, books
or records of the Borrower.

         Section 8.4 Reliance by Administrative Agent.

         The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any Note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it in
good faith to be genuine and correct and to have been signed, sent or made by
the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless (a) a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent and (b)
the Administrative Agent shall have received the written agreement of such
assignee to be bound hereby as fully and to the same extent as if such assignee
were an original Lender party hereto, in each case in form satisfactory to the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Credit Agreement unless it
shall first receive such advice or concurrence of the Required Lenders as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under any of the Credit Documents in accordance with a request of the Required
Lenders or all of the Lenders, as may be required under this Credit Agreement,
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders and all future holders of the Notes.

         Section 8.5 Notice of Default.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring
to this Credit Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event

                                       74



that the Administrative Agent receives such a notice, the Administrative Agent
shall give prompt notice thereof to the Lenders. The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders; provided, however, that unless and
until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders except
to the extent that this Credit Agreement expressly requires that such action be
taken, or not taken, only with the consent or upon the authorization of the
Required Lenders, or all of the Lenders, as the case may be.

         Section 8.6 Non-Reliance on Administrative Agent and Other Lenders.

         Each Lender expressly acknowledges that neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates has made any representation or warranty to it and that no act by
the Administrative Agent hereinafter taken, including any review of the affairs
of the Borrower, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and made its own decision to make
its Loans hereunder and enter into this Credit Agreement. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Credit Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Borrower. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrower which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

         Section 8.7 Indemnification.

         The Lenders agree to indemnify the Administrative Agent in its capacity
hereunder (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective
Commitment Percentages in effect on the date on which indemnification is sought
under this Section, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Notes) be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of any Credit Document or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in

                                       75



connection with any of the foregoing; provided, however, that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
to the extent resulting from the Agent's gross negligence or willful misconduct,
as determined by a court of competent jurisdiction. The agreements in this
Section 8.7 shall survive the termination of this Credit Agreement and payment
of the Notes and all other amounts payable hereunder.

         Section 8.8 Administrative Agent in Its Individual Capacity.

         The Administrative Agent and its affiliates may, to the extent
permitted under this Credit Agreement, make loans to, accept deposits from and
generally engage in any kind of business with the Borrower as though the
Administrative Agent were not the Administrative Agent hereunder. With respect
to its Loans made or renewed by it and any Note issued to it, the Administrative
Agent shall have the same rights and powers under this Credit Agreement as any
Lender and may exercise the same as though it were not the Administrative Agent,
and the terms "Lender" and "Lenders" shall include the Administrative Agent in
its individual capacity.

         Section 8.9 Successor Administrative Agent.

         The Administrative Agent may resign as Administrative Agent upon 30
days' prior notice to the Borrower and the Lenders. If the Administrative Agent
shall resign as Administrative Agent under this Credit Agreement and the Notes,
then the Required Lenders shall appoint from among the Lenders a successor agent
for the Lenders, which successor agent shall be approved by the Borrower,
whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Agent's rights, powers and duties as Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Credit Agreement or any
holders of the Notes. After any retiring Agent's resignation as Administrative
Agent, the provisions of this Section 8.9 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Credit Agreement.

ARTICLE IX

MISCELLANEOUS

         Section 9.1 Amendments, Waivers and Release of Collateral.

         Neither this Credit Agreement nor any of the other Credit Documents,
nor any terms hereof or thereof may be amended, supplemented, waived or modified
except in accordance with the provisions of this Section nor may be released
except as specifically provided herein or in the Security Documents or in
accordance with the provisions of this Section 9.1. The Required Lenders may,
or, with the written consent of the Required Lenders, the Administrative Agent
may, from time to time, (a) enter into with the Borrower written amendments,
supplements or modifications hereto and to the other Credit Documents for the
purpose of adding any provisions

                                       76



to this Credit Agreement or the other Credit Documents or changing in any manner
the rights of the Lenders or of the Borrower hereunder or thereunder or (b)
waive, on such terms and conditions as the Required Lenders may specify in such
instrument, any of the requirements of this Credit Agreement or the other Credit
Documents or any Default or Event of Default and its consequences; provided,
however, that no such waiver and no such amendment, waiver, supplement,
modification or release shall:

                           (i)      reduce the amount or extend the scheduled
                  date of maturity of any Loan or Note or any installment
                  thereon, or reduce the stated rate of any interest or fee
                  payable hereunder (other than interest at the increased
                  post-default rate) or extend the scheduled date of any payment
                  thereof (it being understood and agreed that any extension or
                  waiver of a mandatory prepayment required pursuant to Section
                  2.7(b)(ii)-(v) shall require the consent of the Required
                  Lenders only) or increase the amount or extend the expiration
                  date of any Lender's Commitment, in each case without the
                  written consent of each Lender directly affected thereby, or

                           (ii)     amend, modify or waive any provision of this
                  Section 9.1 or reduce the percentage specified in the
                  definition of Required Lenders, without the written consent of
                  all the Lenders, or

                           (iii)    amend, modify or waive any provision of
                  Article VIII without the written consent of the then
                  Administrative Agent, or

                           (iv)     release all or substantially all of the
                  Guarantors from their obligations under the Guaranty, without
                  the written consent of all of the Lenders, or

                           (v)      release all or substantially all of the
                  Collateral, without the written consent of all of the Lenders
                  and any party to a Hedging Agreement secured by the
                  Collateral, or

                           (vi)     without the consent of Lenders holding in
                  the aggregate more than 50% of the outstanding Revolving
                  Commitments (or if the Revolving Commitments have been
                  terminated, the outstanding Revolving Loans), amend, modify or
                  waive Section 4.2 or waive any Default or Event of Default (or
                  amend any Credit Document to effectively waive any Default or
                  Event of Default) if the effect of such waiver is that the
                  Lenders holding Revolving Commitments shall be required to
                  continue to make Revolving Loans, or

                           (vii)    amend, modify or waive any provision of the
                  Credit Documents requiring consent, approval or request of the
                  Required Lenders or all Lenders, without the written consent
                  of all of the Required Lenders or Lenders as appropriate; or

                                       77



                           (viii)   amend, modify or waive any provision of the
                  Credit Documents affecting the rights or duties of the
                  Administrative Agent or the Issuing Lender under any Credit
                  Document without the written consent of the Administrative
                  Agent and/or the Issuing Lender, as applicable, in addition to
                  the Lenders required hereinabove to take such action.

         Any such waiver, amendment, supplement or modification and any such
release shall apply equally to each of the Lenders and shall be binding upon the
Borrower, the other Credit Parties, the Lenders, the Administrative Agent and
all future holders of the Notes. In the case of any waiver, the Borrower, the
other Credit Parties, the Lenders and the Administrative Agent shall be restored
to their former position and rights hereunder and under the outstanding Loans
and Notes and other Credit Documents, and any Default or Event of Default waived
shall be deemed to be cured and not continuing; but no such waiver shall extend
to any subsequent or other Default or Event of Default, or impair any right
consequent thereon.

         Notwithstanding any of the foregoing to the contrary, the consent of
the Borrower shall not be required for any amendment, modification or waiver of
the provisions of Article VIII (other than the provisions of Section 8.9). In
addition, the Borrower and the Lenders hereby authorize the Administrative Agent
to modify this Credit Agreement by unilaterally amending or supplementing
Schedule 2.1(a) from time to time in the manner requested by the Borrower, the
Administrative Agent or any Lender in order to reflect any assignments or
transfers of the Loans as provided for hereunder; provided, however, that the
Administrative Agent shall promptly deliver a copy of any such modification to
the Borrower and each Lender.

         Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, (x) each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the provisions of
Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent
provisions set forth herein and (y) the Required Lenders may consent to allow a
Credit Party to use cash collateral in the context of a bankruptcy or insolvency
proceeding.

         Section 9.2 Notices.

         Except as otherwise provided in Article II, all notices, requests and
demands to or upon the respective parties hereto to be effective shall be in
writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made (a) when delivered by
hand, (b) when transmitted via telecopy (or other facsimile device) to the
number set out herein, (c) the day following the day on which the same has been
delivered prepaid (or pursuant to an invoice arrangement) to a reputable
national overnight air courier service, or (d) the third Business Day following
the day on which the same is sent by certified or registered mail, postage
prepaid, in each case, addressed as follows in the case of the Borrower, the
other Credit Parties and the Administrative Agent, and as set forth on Schedule
9.2 in the case of the Lenders, or to such other address as may be hereafter
notified by the respective parties hereto and any future holders of the Notes:

                                       78



     The Borrower
     and the other
     Credit Parties:            West Corporation
                                11808 Miracle Hills Drive
                                Omaha, NE 68154
                                Attn: Mr. Paul Mendlik
                                      Chief Financial Officer
                                Telecopier: (902) 963-1619
                                Telephone: (902) 963-1200

     The Administrative         Wachovia Bank, National Association,
     Agent:                     as Administrative Agent
                                Charlotte Plaza
                                201 South College Street, CP-8
                                Charlotte, North Carolina 28288-0680
                                Attention: Doug Burnett
                                           Syndication Agency Services
                                Telecopier: (704) 383-0288
                                Telephone: (704) 374-2698

                                with a copy to:

                                Wachovia Bank, National Association
                                One Wachovia Center, DC-5
                                Charlotte, North Carolina  28288-0737
                                Attention: Mr. Mark Felker
                                Telecopier: (704) 383-7611
                                Telephone: (704) 374-7074

         Section 9.3 No Waiver; Cumulative Remedies.

         No failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

         Section 9.4 Survival of Representations and Warranties.

         All representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Credit Agreement and the Notes
and the making of the Loans; provided that all such representations and
warranties shall terminate on the date upon which the Commitments have been
terminated and all amounts owing hereunder and under any Notes have been paid in
full.

                                       79



         Section 9.5 Payment of Expenses and Taxes.

         The Borrower agrees (a) to pay or reimburse the Administrative Agent
for all its reasonable out-of-pocket costs and expenses incurred in connection
with the development, preparation, negotiation, printing and execution of, and
any amendment, supplement or modification to, this Credit Agreement and the
other Credit Documents and any other documents prepared in connection herewith
or therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, together with the reasonable fees and
disbursements of counsel to the Administrative Agent, (b) to pay or reimburse
each Lender and the Administrative Agent for all its costs and expenses incurred
in connection with the enforcement or preservation of any rights under this
Credit Agreement, the Notes and any such other documents, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent and to the Lenders (including reasonable allocated costs of
in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender
and the Administrative Agent harmless from, any and all recording and filing
fees and any and all liabilities with respect to, or resulting from any delay in
paying, stamp, excise and other similar taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, the Credit Documents and any such other documents, and (d) to
pay, indemnify, and hold each Lender and the Administrative Agent and their
Affiliates harmless from and against, any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of the Credit
Documents and any such other documents and the use, or proposed use, of proceeds
of the Loans (all of the foregoing, collectively, the "indemnified
liabilities"); provided, however, that the Borrower shall not have any
obligation hereunder to an indemnified party with respect to indemnified
liabilities of such indemnified party arising from the gross negligence or
willful misconduct of such indemnified party, as determined by a court of
competent jurisdiction pursuant to a final non-appealable judgment. The
agreements in this Section 9.5 shall survive repayment of the Loans and the
Credit Party Obligations.

         Section 9.6 Successors and Assigns; Participations; Purchasing
Lenders.

                  (a)      This Credit Agreement shall be binding upon and inure
         to the benefit of the Borrower, the Lenders, the Administrative Agent,
         all future holders of the Notes and their respective successors and
         assigns, except that the Borrower may not assign or transfer any of its
         rights or obligations under this Credit Agreement or the other Credit
         Documents without the prior written consent of each Lender.

                  (b)      Any Lender may, in the ordinary course of its
         commercial banking business and in accordance with applicable law, at
         any time sell to one or more banks or other entities ("Participants")
         participating interests in any Loan owing to such Lender, any Note held
         by such Lender, any Commitment of such Lender, or any other interest of
         such Lender hereunder. In the event of any such sale by a Lender of
         participating interests to a Participant, such Lender's obligations
         under this Credit Agreement to the

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         other parties to this Credit Agreement shall remain unchanged, such
         Lender shall remain solely responsible for the performance thereof,
         such Lender shall remain the holder of any such Note for all purposes
         under this Credit Agreement, and the Borrower and the Administrative
         Agent shall continue to deal solely and directly with such Lender in
         connection with such Lender's rights and obligations under this Credit
         Agreement. No Lender shall transfer or grant any participation under
         which the Participant shall have rights to approve any amendment to or
         waiver of this Credit Agreement or any other Credit Document except to
         the extent such amendment or waiver would (i) extend the scheduled
         maturity of any Loan or Note or any installment thereon (it being
         understood and agreed that any extension or waiver of a mandatory
         prepayment required pursuant to Section 2.7(b)(ii)-(v) shall require
         the consent of the Required Lenders only) in which such Participant is
         participating, or reduce the stated rate or extend the time of payment
         of interest or fees thereon (except in connection with a waiver of
         interest at the increased post-default rate) or reduce the principal
         amount thereof, or increase the amount of the Participant's
         participation over the amount thereof then in effect (it being
         understood that a waiver of any Default or Event of Default shall not
         constitute a change in the terms of such participation, and that an
         increase in any Commitment or Loan shall be permitted without consent
         of any participant if the Participant's participation is not increased
         as a result thereof), (ii) release all or substantially all of the
         Guarantors from their obligations under the Guaranty, (iii) release all
         or substantially all of the collateral, or (iv) consent to the
         assignment or transfer by the Borrower of any of its rights and
         obligations under this Credit Agreement. In the case of any such
         participation, the Participant shall not have any rights under this
         Credit Agreement or any of the other Credit Documents (the
         Participant's rights against such Lender in respect of such
         participation to be those set forth in the agreement executed by such
         Lender in favor of the Participant relating thereto) and all amounts
         payable by the Borrower hereunder shall be determined as if such Lender
         had not sold such participation; provided that each Participant shall
         be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.5 with
         respect to its participation in the Commitments and the Loans
         outstanding from time to time; provided further, that no Participant
         shall be entitled to receive any greater amount pursuant to such
         Sections than the transferor Lender would have been entitled to receive
         in respect of the amount of the participation transferred by such
         transferor Lender to such Participant had no such transfer occurred.

                  (c)      Any Lender may, in the ordinary course of its
         commercial banking business and in accordance with applicable law, at
         any time, sell or assign to any Lender with total capital in excess of
         $250,000,000 or any Affiliate or Related Fund thereof and with the
         written consent of the Administrative Agent and, so long as no Event of
         Default has occurred and is continuing, the Borrower (in each case,
         which consent shall not be unreasonably withheld), to one or more
         additional banks or financial institutions or entities ("Purchasing
         Lenders"), all or any part of its rights and obligations under this
         Credit Agreement and the Notes in minimum amounts of $5,000,000 with
         respect to its Revolving Commitment, its Revolving Loans or its Term
         Loans (or, if less, the entire amount of such Lender's obligations),
         pursuant to a Commitment Transfer Supplement, executed by such
         Purchasing Lender and such transferor Lender (and, in the case of a
         Purchasing Lender that is not then a Lender or an Affiliate or Related
         Fund thereof, the

                                       81



         Administrative Agent and, so long as no Event of Default has occurred
         and is continuing, the Borrower), and delivered to the Administrative
         Agent for its acceptance and recording in the Register; provided,
         however, that any sale or assignment to an existing Lender, or
         Affiliate or Related Fund thereof, shall not require the consent of the
         Administrative Agent or the Borrower nor shall any such sale or
         assignment be subject to the minimum assignment amounts specified
         herein. Upon such execution, delivery, acceptance and recording, from
         and after the Transfer Effective Date specified in such Commitment
         Transfer Supplement, (x) the Purchasing Lender thereunder shall be a
         party hereto and, to the extent provided in such Commitment Transfer
         Supplement, have the rights and obligations of a Lender hereunder with
         a Commitment as set forth therein, and (y) the transferor Lender
         thereunder shall, to the extent provided in such Commitment Transfer
         Supplement, be released from its obligations under this Credit
         Agreement (and, in the case of a Commitment Transfer Supplement
         covering all or the remaining portion of a transferor Lender's rights
         and obligations under this Credit Agreement, such transferor Lender
         shall cease to be a party hereto). Such Commitment Transfer Supplement
         shall be deemed to amend this Credit Agreement to the extent, and only
         to the extent, necessary to reflect the addition of such Purchasing
         Lender and the resulting adjustment of Commitment Percentages arising
         from the purchase by such Purchasing Lender of all or a portion of the
         rights and obligations of such transferor Lender under this Credit
         Agreement and the Notes. On or prior to the Transfer Effective Date
         specified in such Commitment Transfer Supplement, the Borrower, at its
         own expense, shall execute and deliver to the Administrative Agent in
         exchange for the Notes delivered to the Administrative Agent pursuant
         to such Commitment Transfer Supplement new Notes to the order of such
         Purchasing Lender in an amount equal to the Commitment assumed by it
         pursuant to such Commitment Transfer Supplement and, unless the
         transferor Lender has not retained a Commitment hereunder, new Notes to
         the order of the transferor Lender in an amount equal to the Commitment
         retained by it hereunder. Such new Notes shall be dated the Closing
         Date and shall otherwise be in the form of the Notes replaced thereby.
         The Notes surrendered by the transferor Lender shall be returned by the
         Administrative Agent to the Borrower marked "canceled".

                  (d)      The Administrative Agent shall maintain at its
         address referred to in Section 9.2 a copy of each Commitment Transfer
         Supplement delivered to it and a register (the "Register") for the
         recordation of the names and addresses of the Lenders and the
         Commitment of, and principal amount of the Loans owing to, each Lender
         from time to time. The entries in the Register shall be conclusive, in
         the absence of manifest error, and the Borrower, the Administrative
         Agent and the Lenders may treat each Person whose name is recorded in
         the Register as the owner of the Loan recorded therein for all purposes
         of this Credit Agreement. The Register shall be available for
         inspection by the Borrower or any Lender at any reasonable time and
         from time to time upon reasonable prior notice.

                  (e)      Upon its receipt of a duly executed Commitment
         Transfer Supplement, together with payment to the Administrative Agent
         by the transferor Lender or the Purchasing Lender, as agreed between
         them, of a registration and processing fee of $3,500 for each
         Purchasing Lender listed in such Commitment Transfer Supplement and

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         the Notes subject to such Commitment Transfer Supplement, the
         Administrative Agent shall (i) accept such Commitment Transfer
         Supplement, (ii) record the information contained therein in the
         Register and (iii) give prompt notice of such acceptance and
         recordation to the Lenders and the Borrower.

                  (f)      The Borrower authorizes each Lender to disclose to
         any Participant or Purchasing Lender (each, a "Transferee") and any
         prospective Transferee any and all financial information in such
         Lender's possession concerning the Borrower and its Affiliates which
         has been delivered to such Lender by or on behalf of the Borrower
         pursuant to this Credit Agreement or which has been delivered to such
         Lender by or on behalf of the Borrower in connection with such Lender's
         credit evaluation of the Borrower and its Affiliates prior to becoming
         a party to this Credit Agreement, in each case subject to Section 9.15.

                  (g)      At the time of each assignment pursuant to this
         Section 9.6 to a Person which is not already a Lender hereunder and
         which is not a United States person (as such term is defined in Section
         7701(a)(30) of the Code) for Federal income tax purposes, the
         respective assignee Lender shall provide to the Borrower and the
         Administrative Agent the appropriate Internal Revenue Service Forms
         (and, if applicable, a 2.18 Certificate) described in Section 2.18.

                  (h)      Nothing herein shall prohibit any Lender from
         pledging or assigning any of its rights under this Credit Agreement
         (including, without limitation, any right to payment of principal and
         interest under any Note) to any Federal Reserve Bank in accordance with
         applicable laws.

         Section 9.7 Adjustments; Set-off.

                  (a)      Each Lender agrees that if any Lender (a "benefited
         Lender") shall at any time receive any payment of all or part of its
         Loans, or interest thereon, or receive any collateral in respect
         thereof (whether voluntarily or involuntarily, by set-off, pursuant to
         events or proceedings of the nature referred to in Section 7.1(e), or
         otherwise) in a greater proportion than any such payment to or
         collateral received by any other Lender, if any, in respect of such
         other Lender's Loans, or interest thereon, such benefited Lender shall
         purchase for cash from the other Lenders a participating interest in
         such portion of each such other Lender's Loan, or shall provide such
         other Lenders with the benefits of any such collateral, or the proceeds
         thereof, as shall be necessary to cause such benefited Lender to share
         the excess payment or benefits of such collateral or proceeds ratably
         with each of the Lenders; provided, however, that if all or any portion
         of such excess payment or benefits is thereafter recovered from such
         benefited Lender, such purchase shall be rescinded, and the purchase
         price and benefits returned, to the extent of such recovery, but
         without interest. The Borrower agrees that each Lender so purchasing a
         portion of another Lender's Loans may exercise all rights of payment
         (including, without limitation, rights of set-off) with respect to such
         portion as fully as if such Lender were the direct holder of such
         portion.

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                  (b)      In addition to any rights and remedies of the Lenders
         provided by law (including, without limitation, other rights of
         set-off), each Lender shall have the right, without prior notice to the
         applicable Credit Party, any such notice being expressly waived by the
         applicable Credit Party to the extent permitted by applicable law, upon
         the occurrence of any Event of Default, to setoff and appropriate and
         apply any and all deposits (general or special, time or demand,
         provisional or final), in any currency, and any other credits,
         indebtedness or claims, in any currency, in each case whether direct or
         indirect, absolute or contingent, matured or unmatured, at any time
         held or owing by such Lender or any branch or agency thereof to or for
         the credit or the account of any Credit Party, or any part thereof in
         such amounts as such Lender may elect, against and on account of the
         obligations and liabilities of such Credit Party to such Lender
         hereunder and claims of every nature and description of such Lender
         against such Credit Party, in any currency, whether arising hereunder,
         under the Notes or under any documents contemplated by or referred to
         herein or therein, as such Lender may elect, whether or not such Lender
         has made any demand for payment and although such obligations,
         liabilities and claims may be contingent or unmatured. The aforesaid
         right of set-off may be exercised by such Lender against the applicable
         Credit Party or against any trustee in bankruptcy, debtor in
         possession, assignee for the benefit of creditors, receiver or
         execution, judgment or attachment creditor of such Credit Party, or
         against anyone else claiming through or against such Credit Party or
         any such trustee in bankruptcy, debtor in possession, assignee for the
         benefit of creditors, receiver, or execution, judgment or attachment
         creditor, notwithstanding the fact that such right of set-off shall not
         have been exercised by such Lender prior to the occurrence of any Event
         of Default. Each Lender agrees promptly to notify the applicable Credit
         Party and the Administrative Agent after any such set-off and
         application made by such Lender; provided, however, that the failure to
         give such notice shall not affect the validity of such set-off and
         application.

         Section 9.8 Table of Contents and Section Headings.

         The table of contents and the Section and subsection headings herein
are intended for convenience only and shall be ignored in construing this Credit
Agreement.

         Section 9.9 Counterparts.

         This Credit Agreement may be executed by one or more of the parties to
this Credit 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 Credit Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

         Section 9.10 Effectiveness.

         This Credit Agreement shall become effective on the date on which all
of the parties have signed a copy hereof (whether the same or different copies)
and shall have delivered the same to the Administrative Agent pursuant to
Section 9.2 or, in the case of the Lenders, shall have given

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to the Administrative Agent written, telecopied or telex notice (actually
received) at such office that the same has been signed and mailed to it.

         Section 9.11 Severability.

         Any provision of this Credit Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         Section 9.12 Integration.

         This Credit Agreement and the other Credit Documents represent the
agreement of the Borrower, the other Credit Parties, the Administrative Agent
and the Lenders with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent, the Borrower, the other Credit Parties, or any Lender relative to the
subject matter hereof not expressly set forth or referred to herein or therein.

         Section 9.13 Governing Law.

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

         Section 9.14 Consent to Jurisdiction and Service of Process.

         All judicial proceedings brought against the Borrower and/or any other
Credit Party with respect to this Credit Agreement, any Note or any of the other
Credit Documents may be brought in any state or federal court of competent
jurisdiction in the State of New York, and, by execution and delivery of this
Credit Agreement, the Borrower and each of the other Credit Parties accepts, for
itself and in connection with its properties, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be
bound by any final judgment rendered thereby in connection with this Credit
Agreement from which no appeal has been taken or is available. The Borrower and
each of the other Credit Parties irrevocably agree that all service of process
in any such proceedings in any such court may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to it at its address set forth in Section 9.2 or at such
other address of which the Administrative Agent shall have been notified
pursuant thereto, such service being hereby acknowledged by the Borrower and the
other Credit Parties to be effective and binding service in every respect. The
Borrower, the other Credit Parties, the Administrative Agent and the Lenders
irrevocably waive any objection, including, without limitation, any objection to
the laying of venue or based on the grounds of forum non conveniens which it may
now or hereafter have to the bringing of any such action or proceeding in any
such jurisdiction. Nothing herein shall affect the right to serve process in any
other manner permitted by law or shall limit the right of

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any Lender to bring proceedings against the Borrower or the other Credit Parties
in the court of any other jurisdiction.

         Section 9.15 Confidentiality.

         The Administrative Agent and each of the Lenders agrees that it will
use its best efforts not to disclose without the prior consent of the Borrower
(other than to its employees, affiliates, auditors or counsel or to another
Lender) any information (the "Information") with respect to the Borrower and its
Subsidiaries which is furnished pursuant to this Credit Agreement, any other
Credit Document or any documents contemplated by or referred to herein or
therein and which is designated by the Borrower to the Lenders in writing as
confidential or as to which it is otherwise reasonably clear such information is
not public, except that any Lender may disclose any such Information (a) as has
become generally available to the public other than by a breach of this Section
9.15, (b) as may be required or appropriate in any report, statement or
testimony submitted to any municipal, state or federal regulatory body having or
claiming to have jurisdiction over such Lender or to the Federal Reserve Board
or the Federal Deposit Insurance Corporation or the Office of the Comptroller of
the Currency or the National Association of Insurance Commissioners or similar
organizations (whether in the United States or elsewhere) or their successors,
(c) as may be required or appropriate in response to any summons or subpoena or
any law, order, regulation or ruling applicable to such Lender, (d) to any
prospective Participant or assignee in connection with any contemplated transfer
pursuant to Section 9.6, provided that such prospective transferee shall have
been made aware of this Section 9.15 and shall have agreed in a writing
reasonably satisfactory to the Borrower to be bound by its provisions as if it
were a party to this Credit Agreement, (e) to Gold Sheets and other similar bank
trade publications as appears in this Credit Agreement or as is otherwise
publicly available; such information to consist of deal terms and other
information regarding the credit facilities evidenced by this Credit Agreement
customarily found in such publications, and (f) in connection with any suit,
action or proceeding for the purpose of defending itself, reducing its
liability, or protecting or exercising any of its claims, rights, remedies or
interests under or in connection with the Credit Documents or any Hedging
Agreement. Notwithstanding anything herein to the contrary, such Information
shall not include, and the Administrative Agent and each Lender may disclose
without limitation of any kind, any information with respect to the "tax
treatment" and "tax structure" (in each case, within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that are
provided to the Administrative Agent or such Lender relating to such tax
treatment and tax structure; provided that with respect to any document or
similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other information, this
sentence shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Loans, Letters of Credit and
transactions contemplated hereby.

         Section 9.16 Acknowledgments.

         The Borrower and the other Credit Parties each hereby acknowledges
that:

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                  (a)      it has been advised by counsel in the negotiation,
         execution and delivery of each Credit Document;

                  (b)      neither the Administrative Agent nor any Lender has
         any fiduciary relationship with or duty to the Borrower or any other
         Credit Party arising out of or in connection with this Credit Agreement
         and the relationship between Administrative Agent and Lenders, on one
         hand, and the Borrower and the other Credit Parties, on the other hand,
         in connection herewith is solely that of debtor and creditor; and

                  (c)      no joint venture exists among the Lenders or among
         the Borrower or the other Credit Parties and the Lenders.

         Section 9.17 Waivers of Jury Trial.

         THE BORROWER, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

ARTICLE X

GUARANTY

         Section 10.1 The Guaranty.

         In order to induce the Lenders to enter into this Credit Agreement and
to extend credit hereunder and in recognition of the direct benefits to be
received by the Guarantors from the Extensions of Credit hereunder, each of the
Guarantors hereby agrees with the Administrative Agent and the Lenders as
follows: each of the Guarantors hereby unconditionally and irrevocably jointly
and severally 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 Credit Party Obligations. If any or all of the Credit
Party Obligations becomes due and payable hereunder, each Guarantor
unconditionally promises to pay such Credit Party Obligations to the
Administrative Agent and the Lenders, or order of the Administrative Agent or
any such Lender, or demand, together with any and all reasonable expenses which
may be incurred by the Administrative Agent or the Lenders in collecting any of
the Credit Party Obligations.

         Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents, to the extent the obligations of a Guarantor
shall be adjudicated to be invalid or unenforceable for any reason (including,
without limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of each such Guarantor
hereunder shall be limited to the maximum amount that is permissible under
applicable law (whether federal or state and including, without limitation, the
Bankruptcy Code).

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         Section 10.2 Bankruptcy.

         Additionally, each of the Guarantors unconditionally and irrevocably
guarantees jointly and severally the payment of any and all Credit Party
Obligations of the Borrower to the Lenders whether or not due or payable by the
Borrower upon the occurrence of any of the events specified in Section 7.1(e),
and unconditionally promises to pay such Credit Party Obligations to the
Administrative Agent for the account of the Lenders, or order, on demand, in
lawful money of the United States. Each of the Guarantors further agrees that to
the extent that the Borrower or a Guarantor shall make a payment or a transfer
of an interest in any property to the Administrative Agent or any Lender, which
payment or transfer or any part thereof is subsequently invalidated, declared to
be fraudulent or preferential, or otherwise is avoided, and/or required to be
repaid to the Borrower or a Guarantor, the estate of the Borrower or a
Guarantor, a trustee, receiver or any other party under any bankruptcy law,
state or federal law, common law or equitable cause, then to the extent of such
avoidance or repayment, the obligation or part thereof intended to be satisfied
shall be revived and continued in full force and effect as if said payment had
not been made.

         Section 10.3 Nature of Liability.

         The liability of each Guarantor hereunder is exclusive and independent
of any security for or other guaranty of the Credit Party Obligations of the
Borrower whether executed by any such Guarantor, any other guarantor or by any
other party, and no Guarantor's liability hereunder shall 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 Credit Party
Obligations 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 the
Administrative Agent or the Lenders on the Credit Party Obligations which the
Administrative Agent or such Lenders repay the Borrower pursuant to court order
in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and each of the Guarantors waives any right to the deferral
or modification of its obligations hereunder by reason of any such proceeding.

         Section 10.4 Independent Obligation.

         The obligations of each 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 Guarantor whether or not
action is brought against any other Guarantor or the Borrower and whether or not
any other Guarantor or the Borrower is joined in any such action or actions.

         Section 10.5 Authorization.

         Each of the Guarantors authorizes the Administrative Agent and each
Lender without notice or demand (except as shall be required by applicable
statute and cannot be waived), and

                                       88



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 Credit Party Obligations or any
part thereof in accordance with this Credit Agreement, 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 Credit
Party Obligations and exchange, enforce waive and release any such security, (c)
apply such security and direct the order or manner of sale thereof as the
Administrative Agent and the Lenders in their discretion may determine and (d)
release or substitute any one or more endorsers, Guarantors, the Borrower or
other obligors.

         Section 10.6 Reliance.

         It is not necessary for the Administrative Agent or the Lenders to
inquire into the capacity or powers of the Borrower or the officers, directors,
members, partners or agents acting or purporting to act on their behalf, and any
Credit Party Obligations made or created in reliance upon the professed exercise
of such powers shall be guaranteed hereunder.

         Section 10.7 Waiver.

                  (a)      Each of the Guarantors waives any right (except as
         shall be required by applicable statute and cannot be waived) to
         require the Administrative Agent or any Lender 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 Guarantor
         or any other party, or (iii) pursue any other remedy in the
         Administrative Agent's or any Lender's power whatsoever. Each of the
         Guarantors waives any defense based on or arising out of any defense of
         the Borrower, any Guarantor or any other party other than payment in
         full of the Credit Party Obligations, including without limitation any
         defense based on or arising out of the disability of the Borrower, any
         Guarantor or any other party, or the unenforceability of the Credit
         Party Obligations 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 Credit Party Obligations. The Administrative Agent or any
         of the Lenders may, at their election, foreclose on any security held
         by the Administrative Agent or a Lender 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 any Lender may have against the Borrower or
         any other party, or any security, without affecting or impairing in any
         way the liability of any Guarantor hereunder except to the extent the
         Credit Party Obligations have been paid in full and the Commitments
         have been terminated. Each of the Guarantors waives any defense arising
         out of any such election by the Administrative Agent and each of the
         Lenders, even though such election operates to impair or extinguish any
         right of reimbursement or subrogation or other right or remedy of the
         Guarantors against the Borrower or any other party or any security.

                  (b)      Each of the Guarantors 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

                                       89



         Guaranty, and notices of the existence, creation or incurring of new or
         additional Credit Party Obligations. Each 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 Credit Party Obligations and the
         nature, scope and extent of the risks which such Guarantor assumes and
         incurs hereunder, and agrees that neither the Administrative Agent nor
         any Lender shall have any duty to advise such Guarantor of information
         known to it regarding such circumstances or risks.

                  (c)      Each of the Guarantors hereby agrees it will not
         exercise any rights of subrogation which it may at any time otherwise
         have as a result of this Guaranty (whether contractual, under Section
         509 of the U.S. Bankruptcy Code, or otherwise) to the claims of the
         Lenders against the Borrower or any other guarantor of the Credit Party
         Obligations of the Borrower owing to the Lenders (collectively, the
         "Other Parties") and all contractual, statutory or common law rights of
         reimbursement, contribution or indemnity from any Other Party which it
         may at any time otherwise have as a result of this Guaranty until such
         time as the Loans hereunder shall have been paid and the Commitments
         have been terminated. Each of the Guarantors hereby further agrees not
         to exercise any right to enforce any other remedy which the
         Administrative Agent and the Lenders now have or may hereafter have
         against any Other Party, any endorser or any other guarantor of all or
         any part of the Credit Party Obligations of the Borrower and any
         benefit of, and any right to participate in, any security or collateral
         given to or for the benefit of the Lenders to secure payment of the
         Credit Party Obligations of the Borrower until such time as the Credit
         Party Obligations shall have been paid and the Commitments have been
         terminated.

         Section 10.8 Limitation on Enforcement.

         The Lenders agree that this Guaranty may be enforced only by the action
of the Administrative Agent acting upon the instructions of the Required Lenders
and that no Lender shall have any right individually to seek to enforce or to
enforce this Guaranty, it being understood and agreed that such rights and
remedies may be exercised by the Administrative Agent for the benefit of the
Lenders under the terms of this Credit Agreement. The Lenders further agree that
this Guaranty may not be enforced against any director, officer, employee or
stockholder of the Guarantors.

                                       90



                                WEST CORPORATION
                                CREDIT AGREEMENT

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

BORROWER:                    WEST CORPORATION,
                             a Delaware corporation

                             By: /s/ Paul M. Mendlik
                                 ------------------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer

GUARANTORS:                  WEST TELEMARKETING CORPORATION,
                             a Delaware corporation

                             By: /s/ Paul M. Mendlik
                                 -------------------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer

                             WEST TELEMARKETING CORPORATION II,
                             a Delaware corporation

                             By: /s/ Paul M. Mendlik
                                  -----------------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer

                             WEST TELEMARKETING CORPORATION OUTBOUND,
                             a Delaware corporation

                             By: /s/ Paul M. Mendlik
                                 -----------------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer

                             DAKOTAH DIRECT II, L.L.C.,
                             a Delaware limited liability company

                             By: West Telemarketing Corporation Outbound,
                                 Its Member

                             By: /s/ Paul M. Mendlik
                                 -----------------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer



                                WEST CORPORATION
                                CREDIT AGREEMENT

GUARANTORS CONT.:            WEST INTERACTIVE CORPORATION,
                             a Delaware corporation

                             By: /s/ Paul M. Mendlik
                                 ---------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer

                             WEST FACILITIES CORPORATION,
                             a Delaware corporation

                             By:/s/ Paul M. Mendlik
                                ---------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer

                             WEST DIRECT, INC.,
                             a Delaware corporation

                             By: /s/ Paul M. Mendlik
                                 ---------------------------------
                              Name: Paul M. Mendlik
                             Title: Treasurer

                             NORTHERN CONTACT, INC.,
                             a Delaware limited liability company

                             By: /s/ Paul M. Mendlik
                                 ---------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer

                             TEL MARK SALES, INC.,
                             a Delaware corporation

                             By: /s/ Paul M. Mendlik
                                 ---------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer

                             INTERCALL HOLDING CORPORATION,
                             a Delaware corporation

                             By: /s/ Paul M. Mendlik
                                 ---------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer



                                WEST CORPORATION
                                CREDIT AGREEMENT

GUARANTORS CONT.:            INTERCALL, INC.,
                             a Delaware corporation

                             By: /s/ Paul M. Mendlik
                                 --------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer

                             ITC SERVICE COMPANY,
                             a Georgia corporation

                             By: /s/ Paul M. Mendlik
                                ---------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer

                             ITC TELECOM VENTURES, INC.,
                             a Delaware corporation

                             By: /s/ Paul M. Mendlik
                                ---------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer

                             ITC WIRELESS, INC.,
                             a Delaware corporation

                             By: /s/ Paul M. Mendlik
                                ---------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer

                             INVIEW, INC.,
                             a Delaware corporation

                             By: /s/ Paul M. Mendlik
                                ---------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer

                             INTERCALL WEB CONFERENCING, INC.,
                             a Delaware corporation

                             By: /s/ Paul M. Mendlik
                                ---------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer



                                WEST CORPORATION
                                CREDIT AGREEMENT

GUARANTORS CONT.:            ATTENTION, LLC,
                             a Delaware limited liability company

                             By: /s/ Paul M. Mendlik
                                ---------------------------------
                             Name: Paul M. Mendlik
                             Title: Chief Financial Officer



                                WEST CORPORATION
                                CREDIT AGREEMENT

AGENT AND LENDERS:           WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent, Issuing
                             Lender, Swingline Lender and as a
                             Lender

                             By: /s/ Mark B. Felker
                                ---------------------------------
                             Name: Mark B. Felker
                             Title: Managing Director

                           [signature pages continue]



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             WELLS FARGO BANK NATIONAL ASSOCIATION

                             By: /s/ Daniel A. Toll
                                ---------------------------------
                             Name: Daniel A. Toll
                             Title: Vice President

                           [signature pages continue]

                                       2


                                WEST CORPORATION
                                CREDIT AGREEMENT

                             BANK OF AMERICA, N.A.

                             By: /s/ Steven K. Kessler
                                ---------------------------------
                             Name: Steven K. Kessler
                             Title: Senior Vice President

                           [signature pages continue]

                                        3



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             BNP PARIBAS

                             By: /s/ Peter C. Labrie
                                ---------------------------------
                             Name: Peter C. Labrie
                             Title: Central Region Manager

                             By: /s/ Christine L. Howatt
                                ---------------------------------
                             Name: Christine L. Howatt
                             Title: Director

                           [signature pages continue]

                                       4



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             U.S. BANK, N.A.

                             By: /s/ Karen Nelson
                                ---------------------------------
                             Name: Karen Nelson
                             Title: Vice President

                           [signature pages continue]

                                       5



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             LASALLE BANK N.A.

                             By: /s/ Don Coffin
                                ---------------------------------
                             Name: Don Coffin
                             Title: Senior Vice President

                           [signature pages continue]

                                       6



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             THE BANK OF NOVA SCOTIA

                             By: /s/ Lisa Ann Beard
                                ---------------------------------
                             Name: Lisa Ann Beard
                             Title: Director, Technology Group

                           [signature pages continue]

                                       7



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             FIRST NATIONAL BANK OF OMAHA

                             By: /s/ Mark A. Baratta
                                ---------------------------------
                             Name: Mark A. Baratta
                             Title: Vice President

                           [signature pages continue]

                                       8



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             KEY BANK NATIONAL ASSOCIATION

                             By: /s/ Vijaya Kulkarni
                                ---------------------------------
                             Name: Vijaya Kulkarni
                             Title: Assistant Vice President

                           [signature pages continue]

                                       9



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             UNION BANK OF CALIFORNIA, N.A.

                             By: /s/ Mehmet Mumcuoglu
                                ---------------------------------
                             Name: Mehmet Mumcuoglu
                             Title: Vice President

                           [signature pages continue]

                                       10



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             UNITED OVERSEAS BANK LIMITED,
                             NEW YORK AGENCY

                             By: /s/ Kwong Yew Wong
                                ---------------------------------
                             Name: Kwong Yew Wong
                             Title: Agent & General Manager

                             By: /s/ Philip Cheong
                                ---------------------------------
                             Name: Philip Cheong
                             Title: VP & Deputy General Manager

                           [signature pages continue]

                                       11



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             COMERICA BANK

                             By: /s/ Timothy O'Rourke
                                ---------------------------------
                             Name: Timothy O'Rourke
                             Title: Vice President

                           [signature pages continue]

                                       12



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             THE NORTHERN TRUST COMPANY

                             By: /s/ Roger McDougal
                                ---------------------------------
                             Name: Roger McDougal
                             Title: Second Vice President

                           [signature pages continue]

                                       13



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             COMMERCIAL FEDERAL BANK

                             By: /s/ William Honke
                                ---------------------------------
                             Name: William Honke
                             Title: Vice President

                           [signature pages continue]

                                       14



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             RZB FINANCE LLC, CONNECTICUT OFFICE

                             By: /s/ Astrid Wilke
                                ---------------------------------
                             Name: Astrid Wilke
                             Title: Vice President

                             By: /s/ Christoph Hoedl
                                 ---------------------------------
                             Name: Christoph Hoedl
                             Title: Vice President

                           [signature pages continue]

                                       15



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             E. SUN COMMERCIAL BANK, LTD.,
                             LOS ANGELES BRANCH

                             By: /s/ Benjamin Lin
                                 ---------------------------------
                             Name: Benjamin Lin
                             Title: EVP & General Manager

                           [signature pages continue]

                                       16



                                WEST CORPORATION
                                CREDIT AGREEMENT

                             MALAYAN BANKING BERHAD

                             By: /s/ Wan Fadzmi Othman
                                ---------------------------------
                             Name: Wan Fadzmi Othman
                             Title: General Manager

                                       17


                                                                   EXHIBIT 10.20

                       FIRST AMENDMENT TO CREDIT AGREEMENT
                                   AND WAIVER

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER, dated as of
October 31, 2003 (this "First Amendment"), is entered into by and among WEST
CORPORATION, a Delaware corporation (the "Borrower"), certain Domestic
Subsidiaries of the Borrower as Guarantors (the "Guarantors" and together with
the Borrower, the "Credit Parties"), the Required Lenders identified on the
signature pages hereto and WACHOVIA BANK, NATIONAL ASSOCIATION, as
administrative agent for the Lenders (the "Administrative Agent").

                               W I T N E S S E T H

         WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the
Lenders are parties to that certain Credit Agreement dated as of May 9, 2003 (as
amended, modified, supplemented or restated from time to time, the "Credit
Agreement"; capitalized terms used herein shall have the meanings ascribed
thereto in the Credit Agreement unless otherwise defined herein);

         WHEREAS, the Borrower has notified the Lenders that it intends to
acquire Scherer Communications, Inc., a Texas corporation doing business as
ConferenceCall.com ("ConferenceCall.com"), pursuant to a Stock Purchase
Agreement, dated as of October 21, 2003, among the Borrower, as the buyer,
ConferenceCall.com, the stockholders of ConferenceCall.com, as the sellers, and
the other parties thereto (the "ConferenceCall.com Acquisition");

         WHEREAS, the Borrower has requested that the Required Lenders agree to
amend the definition of "Permitted Acquisition" in Section 1.1 of the Credit
Agreement;

         WHEREAS, the Borrower has requested that the Required Lenders waive
certain requirements set forth in the definition of "Permitted Acquisition" in
Section 1.1 of the Credit Agreement on a one-time basis in order to permit the
consummation of the ConferenceCall.com Acquisition; and

         WHEREAS, the Required Lenders have agreed to the amendment and waivers
requested by the Borrower, subject to the terms and conditions set forth herein.

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

                                       1

                                    SECTION 1

                                    AMENDMENT

         1.1      DEFINITION OF PERMITTED ACQUISITION. The definition of
"Permitted Acquisition," as set forth in Section 1.1 of the Credit Agreement, is
hereby amended by deleting the figure "$20,000,000," appearing in clause (f) of
such definition, and inserting the figure "$50,000,000" in substitution
therefor. The definition of "Permitted Acquisition," as amended hereby, shall
read in its entirety as set forth below:

                  "Permitted Acquisition" shall mean an acquisition or any
         series of related acquisitions by a Credit Party of the assets or all
         of the Capital Stock of a Person or any division, line of business or
         other business unit of a Person (such Person or such division, line of
         business or other business unit of such Person referred to herein as
         the "Target"), in each case that is in the same line of business (or
         assets used in the same line of business) as the Credit Parties and
         their Subsidiaries or whereby a substantial portion of the acquired
         business relies upon automated transactions, telephone representatives
         or telephony technology, so long as (a) no Default or Event of Default
         shall then exist or would exist after giving effect thereto; (b) the
         Credit Parties shall demonstrate to the reasonable satisfaction of the
         Administrative Agent that the Credit Parties will be in compliance on a
         pro forma basis with all of the terms and provisions of the financial
         covenants set forth in Section 5.9; (c) the Administrative Agent, on
         behalf of the Lenders, shall have received (or shall receive in
         connection with the closing of such acquisition) a first priority
         perfected security interest in all of the Capital Stock acquired with
         respect to the Target and the Target, if a Person, shall have executed
         a Joinder Agreement in accordance with the terms of Section 5.10; (d)
         such acquisition is not a "hostile" public company acquisition and has
         been approved by the Board of Directors and/or shareholders of the
         applicable Credit Party and the public company Target; (e) after giving
         effect to such acquisition, the sum of (1) the unused availability
         under the Aggregate Revolving Committed Amount plus (2) the Cash and
         Cash Equivalents held by the Credit Parties is greater than or equal to
         $25,000,000; and (f) with respect to any acquisition where the total
         consideration shall be greater than $50,000,000, the Borrower shall
         have delivered to the Administrative Agent and each of the Lenders not
         less than twenty (20) Business Days prior to the consummation of such
         acquisition (i) a reasonably detailed description of the material terms
         of such acquisition (including, without limitation, the purchase price
         and method and structure of payment) and of each Target, (ii) audited
         financial statements of the Target for its two (2) most recent fiscal
         years prepared by independent certified public accountants acceptable
         to the Administrative Agent and unaudited fiscal year-to-date
         statements for the most recent interim periods, (iii) consolidated
         projected income statements of the Borrower and its Consolidated
         Subsidiaries (giving effect to such Permitted Acquisition and the
         consolidation with the Borrower of each relevant Target) for the three
         (3) year period following the consummation of such Permitted
         Acquisition, in reasonable detail, together with any appropriate
         statement of assumptions, and (iv) a certificate, in form and substance
         reasonably satisfactory to the Administrative Agent, executed by a
         Responsible Officer of

                                       2

         the Borrower (A) certifying that such Permitted Acquisition complies
         with the requirements of this Credit Agreement and (B) demonstrating
         compliance with subsections (b) and (e) of this definition; provided,
         however, that an acquisition of a Target that is not incorporated,
         formed or organized in the United States (a "Foreign Target") shall
         only qualify as a Permitted Acquisition if each of the other
         requirements set forth in this definition shall have been satisfied and
         the total consideration for all such Foreign Targets does not exceed
         $50,000,000 in the aggregate during the term of this Credit Agreement.

                                    SECTION 2

WAIVER

         2.1      Waiver. The Required Lenders hereby waive, on a one-time basis
for the ConferenceCall.com Acquisition, the failure of the Borrower to comply
with Section 6.5 of the Credit Agreement, and more specifically, the
requirements set forth in the definition of "Permitted Acquisition," which
require the Borrower to provide the Lenders with (a) twenty Business Days'
notice prior to the consummation of any acquisition with total consideration in
excess of $20,000,000 and (b) audited financial statements of ConferenceCall.com
for its two most recent fiscal years. The Required Lenders consent to the
Borrower consummating the ConferenceCall.com Acquisition, on terms and
conditions substantially the same as those set forth on the summary of material
terms attached hereto as Schedule A. Except for the specific, one-time waiver
set forth above, nothing set forth herein or contemplated hereby is intended to
constitute a waiver of (i) any rights or remedies available to the Lenders or
the Administrative Agent under the Credit Agreement or any other Credit Document
or under applicable law (all of which rights and remedies are hereby expressly
reserved by the Lenders and the Administrative Agent) or (ii) the Credit
Parties' obligation to comply fully with any duty, term, condition, obligation
or covenant contained in the Credit Agreement and the other Credit Documents.

SECTION 3

CLOSING CONDITIONS AND POST-CLOSING REQUIREMENTS

         3.1      Closing Conditions.

         This First Amendment shall be effective as of the date hereof upon
satisfaction of the following conditions precedent, in form and substance
reasonably acceptable to the Administrative Agent:

                  (a) First Amendment. The Administrative Agent shall have
         received a copy of this First Amendment duly executed by each of the
         Credit Parties and the Required Lenders.

                                       3

                  (b) Officer's Certificate. The Administrative Agent shall have
         received from the Credit Parties an officer's certificate executed by a
         Responsible Officer of the Borrower (i) certifying that the
         ConferenceCall.com Acquisition complies with the requirements of the
         Credit Agreement (subject to the waiver set forth herein) and (ii)
         demonstrating that, after giving effect to the ConferenceCall.com
         Acquisition, (A) the Credit Parties will be in compliance on a pro
         forma basis with the financial covenants set forth in Section 5.9 of
         the Credit Agreement and (B) the sum of (1) the unused availability
         under the Aggregate Revolving Committed Amount plus (2) the Cash and
         Cash Equivalents held by the Credit Parties shall be greater than or
         equal to $25,000,000.

                  (c) Financial Statements. The Lenders shall have received
         consolidated projected income statements of the Borrower and its
         Consolidated Subsidiaries (giving effect to the ConferenceCall.com
         Acquisition and the consolidation with the Borrower of
         ConferenceCall.com) for the three (3) year period following the
         consummation of the acquisition, in reasonable detail, together with
         any appropriate statement of assumptions.

         3.2      Post-Closing Requirements.

                  (a) Pledge of Stock. As soon as possible, and in any event no
         later than three (3) Business Days after the closing date of the
         ConferenceCall.com Acquisition (or such later date as agreed to by the
         Administrative Agent in its sole discretion), the Administrative Agent,
         on behalf of the Lenders, shall have received a first priority
         perfected security interest in all Capital Stock acquired by the Credit
         Parties with respect to the ConferenceCall.com Acquisition.

                  (b) Joinder Agreement. As soon as possible, and in any event
         no later than three (3) Business Days after the closing date of the
         ConferenceCall.com Acquisition (or such later date as agreed to by the
         Administrative Agent in its sole discretion), the Administrative Agent
         shall have received a Joinder Agreement duly executed by
         ConferenceCall.com and the Borrower, in accordance with the terms of
         Section 5.10 of the Credit Agreement.

                  (c) Authority Documents. As soon as possible, and in any event
         no later than three (3) Business Days after the closing date of the
         ConferenceCall.com Acquisition (or such later date as agreed to by the
         Administrative Agent in its sole discretion), the Administrative Agent
         shall have received a certificate signed by the secretary of
         ConferenceCall.com attaching the following authority documents of
         ConferenceCall.com and certifying that the same are true and complete
         as of the closing date of the ConferenceCall.com Acquisition: (i) a
         copy of its articles of incorporation, (ii) a copy of the resolutions
         of its board of directors, approving and adopting the Joinder Agreement
         and the other Credit Documents, (iii) a copy of its bylaws, (iv) copies
         of a certificate of good standing, existence or its equivalent
         certified as of a recent date by the appropriate Governmental Authority
         of its state of incorporation and (v) an incumbency certificate.

                                       4

                  (d) Legal Opinion. As soon as possible, and in any event no
         later than thirty (30) Business Days after the closing date of the
         ConferenceCall.com Acquisition (or such later date as agreed to by the
         Administrative Agent in its sole discretion), the Administrative Agent
         shall have received a legal opinion from counsel to the Credit Parties
         relating to ConferenceCall.com, in the same form and substance as the
         opinions given with respect to the original Guarantors and in form and
         substance reasonably satisfactory to the Administrative Agent.

                  (e) Effect of Non-Compliance. Notwithstanding the terms of
         Section 7.1(c) of the Credit Agreement to the contrary, the failure of
         any requirement set forth in this Section 3.2 to be satisfied within
         the time period allotted therefor shall constitute an immediate Event
         of Default under the Credit Agreement.

SECTION 4

MISCELLANEOUS

         4.1      Amended Terms. The term "Credit Agreement" as used in each of
the Credit Documents shall hereafter mean the Credit Agreement as amended by
this First Amendment. Except as specifically amended or modified hereby or
otherwise agreed, the Credit Agreement is hereby ratified and confirmed and
shall remain in full force and effect according to its terms.

         4.2      Representations and Warranties of the Borrower. Each of the
Credit Parties represents and warrants to the Lenders as follows:

                  (a) It has taken all necessary action to authorize the
         execution, delivery and performance of this First Amendment.

                  (b) This First Amendment has been duly executed and delivered
         by such Person and constitutes such Person's legal, valid and binding
         obligations, enforceable in accordance with its terms, except as such
         enforceability may be subject to (i) bankruptcy, insolvency,
         reorganization, fraudulent conveyance or transfer, moratorium or
         similar laws affecting creditors' rights generally and (ii) general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding at law or in equity).

                  (c) No consent, approval, authorization or order of, or
         filing, registration or qualification with, any court or Governmental
         Authority or third party is required in connection with the execution,
         delivery or performance by such Person of this First Amendment.

                  (d) The representations and warranties of such Person set
         forth in Article III of the Credit Agreement are, subject to the
         limitations set forth therein, true and correct in all material
         respects as of the date hereof (except for those which expressly relate
         to an earlier date); provided that Schedule 3.12 to the Credit
         Agreement shall be revised to reflect certain

                                       5

         changes occurring since the original Closing Date within three (3)
         Business Days after the closing date of the ConferenceCall.com
         Acquisition.

         4.3      Reaffirmation of Credit Party Obligations. Each Credit Party
hereby ratifies the Credit Agreement (as amended by this First Amendment) and
acknowledges and reaffirms (a) that it is bound by all terms of the Credit
Agreement (as amended by this First Amendment) applicable to it and (b) that it
is responsible for the observance and full performance of its respective Credit
Party Obligations.

         4.4      Credit Document. This First Amendment shall constitute a
Credit Document under the terms of the Credit Agreement.

         4.5      Expenses. The Borrower agrees to pay all reasonable costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this First Amendment, including, without limitation,
the reasonable fees and expenses of Moore & Van Allen, PLLC, and all previously
incurred fees and expenses which remain outstanding on the date hereof.

         4.6      Entirety. This First Amendment and the other Credit Documents
embody the entire agreement between the parties hereto and supersede all prior
agreements and understandings, oral or written, if any, relating to the subject
matter hereof.

         4.7      Counterparts/Telecopy. This First Amendment may be executed in
any number of counterparts, each of which when so executed and delivered shall
be an original, but all of which shall constitute one and the same instrument.
Delivery of executed counterparts of the First Amendment by telecopy shall be
effective as an original and shall constitute a representation that an original
shall be delivered.

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

         4.9      Consent to Jurisdiction; Service of Process; Waiver of Jury
Trial. The jurisdiction, services of process and waiver of jury trial provisions
set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby
incorporated by reference, mutatis mutandis.

         4.10     Further Assurances. The Credit Parties agree to promptly take
such action, upon the request of the Administrative Agent, as is reasonably
necessary to carry out the intent of this First Amendment.

                            [Signature Pages Follow]

                                       6


         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this First Amendment to be duly executed under seal and delivered as of the
date and year first above written.

BORROWER:                            WEST CORPORATION,
                                     a Delaware corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

GUARANTORS:                          WEST TELEMARKETING CORPORATION,
                                     a Delaware corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                     WEST TELEMARKETING CORPORATION II,
                                     a Delaware corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                     WEST TELEMARKETING CORPORATION
                                     OUTBOUND, a Delaware corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                     DAKOTAH DIRECT II, L.L.C.,
                                     a Delaware limited liability company

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Manager

                                     WEST INTERACTIVE CORPORATION,
                                     a Delaware corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

GUARANTORS CONT.:                    WEST FACILITIES CORPORATION,


                                        7

                                     a Delaware corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                     WEST DIRECT, INC.,
                                     a Delaware corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                     NORTHERN CONTACT, INC.,
                                     a Delaware limited liability company

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                     TEL MARK SALES, INC.,
                                     a Delaware corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                     INTERCALL HOLDING CORPORATION,
                                     a Delaware corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                     INTERCALL, INC.,
                                     a Delaware corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                       8

GUARANTORS CONT.:                    ITC SERVICE COMPANY,
                                     a Georgia corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                     ITC TELECOM VENTURES, INC.,
                                     a Delaware corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                     ITC WIRELESS, INC.,
                                     a Delaware corporation

                                     By: /s Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                     INVIEW, INC.,
                                     a Delaware corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                     INTERCALL WEB CONFERENCING, INC.,
                                     a Delaware corporation

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Chief Financial Officer/Treasurer

                                     ATTENTION, LLC,
                                     a Delaware limited liability company

                                     By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                     Name: Paul M. Mendlik
                                     Title: Manager

                                       9


AGENT AND LENDERS:                   WACHOVIA BANK, NATIONAL ASSOCIATION,
                                     as Administrative Agent, Issuing Lender,
                                     Swingline Lender and as a Lender

                                     By: /s/ Michael Romanzo
                                        ----------------------------------------
                                     Name: Michael Romanzo
                                     Title: Vice President

                           [signature pages continue]

                                       10


                                     WELLS FARGO BANK NATIONAL ASSOCIATION

                                     By: /s/ Daniel A. Toll
                                        ----------------------------------------
                                     Name: Daniel A. Toll
                                     Title: Vice President

                           [signature pages continue]

                                       11


                                     BANK OF AMERICA, N.A.

                                     By: /s/ Steven K. Kessler
                                        ----------------------------------------
                                     Name: Steven K. Kessler
                                     Title: Senior Vice President

                           [signature pages continue]

                                       12


                                     BNP PARIBAS

                                     By: /s/ Peter C. Labrie
                                        ----------------------------------------
                                     Name: Peter C. Labrie
                                     Title: Central Region Manager

                                     By: /s/ Barbara V. Rivera
                                        ----------------------------------------
                                     Name: Barbara V. Rivera
                                     Title: Vice President

                           [signature pages continue]

                                       13


                                     U.S. BANK, N.A.

                                     By: /s/ Karen Nelson
                                        ----------------------------------------
                                     Name: Karen Nelson
                                     Title: Vice President

                           [signature pages continue]

                                       14


                                     LASALLE BANK NATIONAL ASSOCIATION

                                     By: /s/ Lezlee Schutty
                                        ----------------------------------------
                                     Name: Lezlee Schutty
                                     Title: Commercial Banking Officer

                           [signature pages continue]

                                       15


                                     THE BANK OF NOVA SCOTIA

                                     By: /s/ M. Kus
                                        ----------------------------------------
                                     Name: M. Kus
                                     Title: Director

                           [signature pages continue]

                                       16


                                     FIRST NATIONAL BANK OF OMAHA

                                     By: /s/ Mark A. Baratta
                                        ----------------------------------------
                                     Name: Mark A. Baratta
                                     Title: Vice President

                           [signature pages continue]

                                       17


                                     KEY BANK NATIONAL ASSOCIATION

                                     By: /s/ Vijaya Kulkarni
                                        ----------------------------------------
                                     Name: Vijaya Kulkarni
                                     Title: AVP

                           [signature pages continue]

                                       18


                                     UNION BANK OF CALIFORNIA, N.A.

                                     By: /s/ Mehmet Mumcuoglu
                                        ----------------------------------------
                                     Name: Mehmet Mumcuoglu
                                     Title: Vice President

                           [signature pages continue]

                                       19


                                     COMERICA BANK

                                     By: /s/ Timothy O'Rourke
                                        ----------------------------------------
                                     Name: Timothy O'Rourke
                                     Title: Vice President

                           [signature pages continue]

                                       20


                                     THE NORTHERN TRUST COMPANY

                                     By: /s/ Mark E. Taylor
                                        ----------------------------------------
                                     Name: Mark E. Taylor
                                     Title: Vice President

                           [signature pages continue]

                                       21


                                     COMMERCIAL FEDERAL BANK

                                     By: /s/ William Honke
                                        ----------------------------------------
                                     Name: William Honke
                                     Title: Vice President

                           [signature pages continue]

                                       22


                                     RZB FINANCE LLC, CONNECTICUT OFFICE


                                     By: /s/ Astrid Wilke
                                        ----------------------------------------
                                     Name: Astrid Wilke
                                     Title: Vice President

                                     By: /s/ Christoph Hoedl
                                        ----------------------------------------
                                     Name: Christoph Hoedl
                                     Title: Vice President

                           [signature pages continue]

                                       23


                                     E. SUN COMMERCIAL BANK, LTD.,
                                     LOS ANGELES BRANCH

                                     By: /s/ Benjamin Lin
                                        ----------------------------------------
                                     Name: Benjamin Lin
                                     Title: EVP & General Manager

                           [signature pages continue]

                                       24


                                   SCHEDULE A

                    SUMMARY OF MATERIAL TERMS OF ACQUISITION

                                 [see attached]

                                       25


                                                                   EXHIBIT 10.21

                      SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of January 22, 2004
(this "Second Amendment"), is entered into by and among WEST CORPORATION, a
Delaware corporation (the "Borrower"), certain Domestic Subsidiaries of the
Borrower as Guarantors (the "Guarantors" and together with the Borrower, the
"Credit Parties"), the Required Lenders identified on the signature pages hereto
and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders
(the "Administrative Agent").

                               W I T N E S S E T H

         WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the
Lenders are parties to that certain Credit Agreement dated as of May 9, 2003 (as
previously amended and modified and as further amended, modified, supplemented
or restated from time to time, the "Credit Agreement"; capitalized terms used
herein shall have the meanings ascribed thereto in the Credit Agreement unless
otherwise defined herein);

         WHEREAS, the Borrower has requested certain amendments to the Credit
Agreement, including a $125 million increase to the Aggregate Revolving
Committed Amount; and

         WHEREAS, the Required Lenders have agreed to the amendments requested
by the Borrower, subject to the terms and conditions set forth herein.

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

                                    SECTION 1

                                   AMENDMENTS

         1.1      New Definition. Section 1.1 of the Credit Agreement is hereby
amended by the addition of the following definition thereto in the appropriate
alphabetical order:

         "Second Amendment Effective Date" shall mean January 22, 2004.

         1.2      Consolidated EBITDA. The definition of "Consolidated EBITDA"
set forth in Section 1.1 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:

                                       1



                  "Consolidated EBITDA" shall mean, as of any date for the four
         fiscal quarter period ending on such date with respect to the
         Consolidated Group on a consolidated basis, the sum of (a) Consolidated
         Net Income, plus (b) an amount which, in the determination of
         Consolidated Net Income, has been deducted for (i) Consolidated
         Interest Expense, (ii) total federal, state, local and foreign income,
         value added and similar taxes, (iii) depreciation and amortization
         expense, all as determined in accordance with GAAP and (iv) non-cash
         charges relating to equity and other performance-related compensation,
         including stock options; provided that Consolidated EBITDA shall
         include add-backs relating to the Acquisition made prior to the Second
         Amendment Effective Date, as calculated by the Administrative Agent.
         Notwithstanding the above, Consolidated EBITDA shall be (A) $70,952,000
         for the fiscal quarter ending March 31, 2003, (B) $65,803,000 for the
         fiscal quarter ending June 30, 2003 and (C) $67,108,000 for the fiscal
         quarter ending September 30, 2003.

         1.3      Permitted Acquisition. The definition of "Permitted
Acquisition" set forth in Section 1.1 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                  "Permitted Acquisition" shall mean an acquisition or any
         series of related acquisitions by a Credit Party of the assets or all
         of the Capital Stock of a Person or any division, line of business or
         other business unit of a Person (such Person or such division, line of
         business or other business unit of such Person referred to herein as
         the "Target"), in each case that is in the same line of business (or
         assets used in the same line of business) as the Credit Parties and
         their Subsidiaries or whereby a substantial portion of the acquired
         business relies upon automated transactions, telephone representatives
         or telephony technology, so long as (a) no Default or Event of Default
         shall then exist or would exist after giving effect thereto; (b) the
         Credit Parties shall demonstrate to the reasonable satisfaction of the
         Administrative Agent that the Credit Parties will be in compliance on a
         pro forma basis with all of the terms and provisions of the financial
         covenants set forth in Section 5.9; (c) the Administrative Agent, on
         behalf of the Lenders, shall have received (or shall receive in
         connection with the closing of such acquisition) a first priority
         perfected security interest in all of the Capital Stock acquired with
         respect to the Target and the Target, if a Person, shall have executed
         a Joinder Agreement in accordance with the terms of Section 5.10; (d)
         such acquisition is not a "hostile" public company acquisition and has
         been approved by the Board of Directors and/or shareholders of the
         applicable Credit Party and the public company Target; (e) after giving
         effect to such acquisition, the sum of (i) the unused availability
         under the Aggregate Revolving Committed Amount plus (ii) the Cash and
         Cash Equivalents held by the Credit Parties plus (iii) the unused
         borrowing availability under any securitization facility of the Credit
         Parties is greater than or equal to $10,000,000; and (f) with respect
         to any acquisition where the total consideration shall be (i) greater
         than $50,000,000 and less than or equal to $100,000,000, the Borrower
         shall have delivered to the Administrative Agent and each of the
         Lenders not more than thirty (30) days after the consummation of such
         acquisition a reasonably detailed description of the material terms

                                       2



         of such acquisition (including, without limitation, the purchase price
         and method and structure of payment) and of each Target and (ii)
         greater than $100,000,000, the Borrower shall have delivered to the
         Administrative Agent and each of the Lenders not less than ten (10)
         Business Days prior to the consummation of such acquisition (A) a
         reasonably detailed description of the material terms of such
         acquisition (including, without limitation, the purchase price and
         method and structure of payment) and of each Target, (B) audited
         financial statements of the Target, or company-prepared financial
         statements that have been certified by the Target, for the Target's two
         (2) most recent fiscal years and unaudited fiscal year-to-date
         statements for the most recent interim periods, which financial
         statements shall be consistent with any financial statements filed with
         the Securities and Exchange Commission in connection with such
         acquisition and (C) a certificate, in form and substance reasonably
         satisfactory to the Administrative Agent, executed by a Responsible
         Officer of the Borrower (1) certifying that such Permitted Acquisition
         complies with the requirements of this Credit Agreement and (2)
         demonstrating compliance with subsections (b) and (e) of this
         definition; provided, however, that an acquisition of a Target that is
         not incorporated, formed or organized in the United States (a "Foreign
         Target") shall only qualify as a Permitted Acquisition if each of the
         other requirements set forth in this definition shall have been
         satisfied and the total consideration for all such Foreign Targets does
         not exceed $50,000,000 in the aggregate during the term of this Credit
         Agreement.

         1.4      Permitted Investments. The definition of "Permitted
Investments" set forth in Section 1.1 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

         "Permitted Investments" shall mean:

                  (i) cash and Cash Equivalents;

                  (ii) receivables owing to the Borrower or any of its
         Subsidiaries or any receivables and advances to suppliers, in each case
         if created, acquired or made in the ordinary course of business and
         payable or dischargeable in accordance with customary trade terms;

                  (iii) investments in and loans to any Credit Parties;

                  (iv) investments in and loans to domestic subsidiaries of the
         Borrower that are not Guarantors solely for the purpose of purchasing
         third party debt obligations; provided that the aggregate amount of
         investments and loans made pursuant to this clause (iv), together with
         the aggregate amount of Indebtedness incurred pursuant to Section
         6.1(d)(iii), shall not exceed $50,000,000 at any time outstanding;

                  (v) investments in and loans to subsidiaries of the Borrower
         that are not Guarantors (other than investments and loans pursuant to
         clause (iv) above); provided

                                       3



         that the aggregate amount of such investments and loans, together with
         the aggregate amount of Indebtedness incurred pursuant to Section
         6.1(d)(iv), shall not exceed $25,000,000 at any time outstanding;

                  (vi) loans and advances to employees (other than any officer
         or director) of the Borrower or its Subsidiaries in an aggregate amount
         not to exceed $1,000,000 at any time outstanding;

                  (vii) investments (including debt obligations) received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (viii) investments, acquisitions or transactions permitted
         under Section 6.4(b);

                  (ix) the Borrower may enter into Hedging Agreements to the
         extent permitted pursuant to Section 6.1; and

                  (x) Permitted Acquisitions.

         As used herein, "investment" shall mean all investments, in cash or by
         delivery of property made, directly or indirectly in, to or from any
         Person, whether by acquisition of shares of Capital Stock, property,
         assets, indebtedness or other obligations or securities or by loan
         advance, capital contribution or otherwise.

         1.5      Permitted Liens. The definition of "Permitted Liens" set forth
in Section 1.1 of the Credit Agreement is hereby amended by the addition of the
following clause (xiii) and the redesignation of the existing clause (xiii) as
clause "(xiv)":

                  (xiii) Liens arising in connection with accounts receivable
         securitizations; and

         1.6      Aggregate Revolving Committed Amount. Section 2.1 of the
Credit Agreement is hereby amended by deleting the figure "ONE HUNDRED
TWENTY-FIVE MILLION DOLLARS ($125,000,000)" and inserting the figure "TWO
HUNDRED FIFTY MILLION DOLLARS ($250,000,000)" in substitution thereof.

         1.7      Equity Issuances. Section 2.7(b)(iii) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

                  (iii) Equity Issuances. The Borrower shall prepay the Loans in
         an aggregate amount equal to twenty-five percent (25%) of the Net Cash
         Proceeds of any Equity Issuance (any such prepayment to be applied as
         set forth in clause (iv) below); provided, however, that the following
         shall not be subject to such mandatory prepayment requirements: (A)
         Equity Issuances constituting stock option exercises; (B) Equity

                                       4



         Issuances consummated in connection with employee stock plans; (C)
         Equity Issuances consummated in connection with Permitted Acquisitions;
         and (D) Equity Issuances consummated in connection with restricted
         Capital Stock issued by the Borrower in substitution for
         performance-based earnout payments due in connection with Permitted
         Acquisitions or acquisitions consummated prior to the date hereof.

         1.8      Indebtedness. Section 6.1 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

                  Section 6.1       Indebtedness.

                  The Borrower will not, nor will it permit any Subsidiary to,
         contract, create, incur, assume or permit to exist any Indebtedness,
         except:

                           (a) Indebtedness arising or existing under this
                  Credit Agreement and the other Credit Documents;

                           (b) Indebtedness of the Borrower and its Subsidiaries
                  existing as of the Closing Date as referenced in the financial
                  statements referenced in Section 3.1 (and set out more
                  specifically in Schedule 6.1(b)) hereto and renewals,
                  refinancings or extensions thereof in a principal amount not
                  in excess of that outstanding as of the date of such renewal,
                  refinancing or extension;

                           (c) Indebtedness of the Borrower and its Subsidiaries
                  incurred after the Closing Date consisting of Capital Leases
                  or Indebtedness incurred to provide all or a portion of the
                  purchase price or cost of construction of an asset provided
                  that (i) such Indebtedness when incurred shall not exceed the
                  purchase price or cost of construction of such asset; (ii) no
                  such Indebtedness shall be refinanced for a principal amount
                  in excess of the principal balance outstanding thereon at the
                  time of such refinancing; and (iii) the total principal amount
                  of all such Indebtedness shall not exceed $25,000,000 at any
                  time outstanding;

                           (d) Unsecured intercompany Indebtedness (i) among the
                  Credit Parties, (ii) among Foreign Subsidiaries, (iii) owing
                  from domestic subsidiaries of the Borrower that are not
                  Guarantors to Credit Parties, which Indebtedness is solely for
                  the purpose of purchasing third party debt obligations;
                  provided that the aggregate principal amount of Indebtedness
                  incurred pursuant to this clause (iii), together with the
                  aggregate amount of investments and loans made pursuant to
                  clause (iv) of the definition of Permitted Investments, shall
                  not exceed $50,000,000 at any time outstanding, and (iv) owing
                  from subsidiaries of the Borrower that are not Guarantors to
                  Credit Parties (other than Indebtedness incurred pursuant to
                  clause (iii) above); provided that the aggregate principal
                  amount of Indebtedness incurred pursuant to this clause (iv),
                  together with the aggregate amount of investments and loans
                  made pursuant to clause (v) of the

                                       5



                  definition of Permitted Investments, shall not exceed
                  $25,000,000 at any time outstanding;

                           (e) Secured intercompany Indebtedness among the
                  Borrower and its Subsidiaries in a principal amount not to
                  exceed $25,000,000 in the aggregate at any time outstanding;
                  provided that, to the extent a Credit Party and a Subsidiary
                  that is not a Credit Party are parties to such intercompany
                  Indebtedness arrangement, such Credit Party shall be the
                  secured party;

                           (f) Indebtedness and obligations owing under Hedging
                  Agreements relating to the Loans hereunder and other Hedging
                  Agreements entered into in order to manage existing or
                  anticipated interest rate, exchange rate or commodity price
                  risks and not for speculative purposes;

                           (g) Indebtedness and obligations of Credit Parties
                  owing under documentary letters of credit for the purchase of
                  goods or other merchandise (but not under standby, direct pay
                  or other letters of credit except for the Letters of Credit
                  hereunder) generally in an aggregate principal amount not to
                  exceed $25,000,000 at any time outstanding;

                           (h) Guaranty Obligations in respect of Indebtedness
                  of a Credit Party to the extent such Indebtedness is permitted
                  to exist or be incurred pursuant to this Section 6.1;

                           (i) Indebtedness of the Borrower and its Subsidiaries
                  arising under any Synthetic Leases (other than Indebtedness
                  under the Operative Agreements set out on Schedule 6.1(b))
                  that is pari passu with or subordinated to the Credit Party
                  Obligations in a principal amount not to exceed $25,000,000 in
                  the aggregate at any time outstanding;

                           (j) Indebtedness of the Borrower and its Subsidiaries
                  consisting of unsecured earnout obligations incurred in
                  connection with Permitted Acquisitions in a principal amount
                  not to exceed $50,000,000 in the aggregate at any time
                  outstanding;

                           (k) Indebtedness (other than revolving credit
                  facilities exceeding $50,000,000 in the aggregate and any
                  Synthetic Leases) of the Borrower and its Subsidiaries that is
                  pari passu with or subordinated to the Credit Party
                  Obligations in an aggregate principal amount not to exceed
                  $300,000,000 at any time outstanding;

                           (l) Indebtedness of the Borrower and its Subsidiaries
                  relating to any accounts receivable securitization transaction
                  or transactions; provided that the

                                       6



                  principal amount of such Indebtedness does not exceed
                  $100,000,000 in the aggregate at any time outstanding; and

                           (m) other Indebtedness of the Borrower and its
                  Subsidiaries; provided that such Indebtedness is non-recourse
                  to the Borrower or any of its Subsidiaries and the principal
                  amount of such Indebtedness does not exceed $100,000,000 in
                  the aggregate at any time outstanding.

         1.9      Accounts Receivable Asset Sales. Section 6.4(a) to the Credit
Agreement is hereby amended by the addition of the word "and" at the end of
subsection (a)(v) and the addition of the following new subsection (a)(vi):

                  (vi) the sale, transfer, contribution, conveyance or other
         disposition of accounts receivable and associated collateral, lockbox
         and other collection accounts, records and/or proceeds in connection
         with any accounts receivable securitization;

         1.10     Advances, Investments and Loans. Section 6.5 of the Credit
Agreement is hereby amended by the insertion of the phrase "or to the extent
permitted by Section 6.1" at the end of such Section.

         1.11     Schedule of Lenders and Commitments. Schedule 2.1(a) to the
Credit Agreement is hereby amended and restated in its entirety to read as set
forth on Annex A attached hereto.

                                    SECTION 2

                               CLOSING CONDITIONS

         2.1      Closing Conditions.

         This Second Amendment shall become effective as of the date hereof upon
satisfaction of the following conditions (in form and substance reasonably
acceptable to the Administrative Agent):

                  (a) Executed Amendment. Receipt by the Administrative Agent of
         a copy of this Second Amendment duly executed by each of the Credit
         Parties and the Required Lenders.

                  (b) Resolutions. Receipt by the Administrative Agent of copies
         of resolutions of the Board of Directors of each of the Credit Parties
         approving and adopting this Second Amendment, the transactions
         contemplated herein and authorizing execution and delivery hereof,
         certified by a secretary or assistant secretary of such Credit Party to
         be true and correct and in force and effect as of the date hereof.

                                       7



                  (c) Incumbency Certificate. Receipt by the Administrative
         Agent of an incumbency certificate with respect to each of the Credit
         Parties.

                  (d) Legal Opinions of Counsel. The Administrative Agent shall
         have received opinions of legal counsel for the Credit Parties, dated
         the as of the date hereof and addressed to the Administrative Agent and
         the Lenders, which opinions shall provide, among other things, that the
         execution and delivery of this Second Amendment by the Credit Parties
         and the consummation of the transactions contemplated hereby will not
         violate the corporate instruments and material agreements of the Credit
         Parties, and shall otherwise be in form and substance acceptable to the
         Administrative Agent and the Lenders.

                  (e) Material Adverse Event. Since the Closing Date, there
         shall have been no change or occurrence which could reasonably be
         expected to have a Material Adverse Effect.

                  (f) Litigation. There shall not exist any pending or
         threatened litigation or investigation affecting or relating to the
         Borrower or any of its Subsidiaries, the Credit Agreement or the other
         Credit Documents that in the reasonable judgment of the Administrative
         Agent and Lenders could materially adversely affect the Borrower and
         its Subsidiaries, taken as a whole, or the Credit Agreement or the
         other Credit Documents, that has not been settled, dismissed, vacated,
         discharged or terminated prior to the date hereof.

                  (g) Officer's Certificate. The Administrative Agent shall have
         received a certificate executed by a responsible officer of the
         Borrower as of the date hereof stating that immediately after giving
         effect to this Second Amendment and all the transactions contemplated
         to occur on the date hereof, (A) no Default or Event of Default exists,
         (B) all representations and warranties contained in the Second
         Amendment and in the Credit Agreement and the other Credit Documents
         (except those which expressly relate to an earlier date) are true and
         correct, and (C) the Credit Parties are in compliance with each of the
         financial covenants set forth in Section 5.9 to the Credit Agreement on
         a pro forma basis.

                  (h) Consents. The Administrative Agent shall have received
         evidence that all governmental, shareholder and material third party
         consents and approvals necessary in connection with this Second
         Amendment and other transactions contemplated hereby have been obtained
         and all applicable waiting periods have expired without any action
         being taken by any authority that could restrain, prevent or impose any
         material adverse conditions on such transactions or that could seek or
         threaten any of such transactions.

                  (i) Fees. Receipt by the Administrative Agent of all
         reasonable fees and expenses of the Administrative Agent in connection
         with the preparation, execution and

                                       8



         delivery of this Second Amendment, including, without limitation, the
         reasonable fees and expenses of Moore & Van Allen PLLC.

SECTION 3

MISCELLANEOUS

         3.1      Amended Terms. The term "Credit Agreement" as used in each of
the Credit Documents shall hereafter mean the Credit Agreement as amended by
this Second Amendment. Except as specifically amended or modified hereby or
otherwise agreed, the Credit Agreement is hereby ratified and confirmed and
shall remain in full force and effect according to its terms.

         3.2      Representations and Warranties of the Borrower. Each of the
Credit Parties represents and warrants to the Lenders as follows:

                  (a) It has taken all necessary action to authorize the
         execution, delivery and performance of this Second Amendment.

                  (b) This Second Amendment has been duly executed and delivered
         by such Person and constitutes such Person's legal, valid and binding
         obligations, enforceable in accordance with its terms, except as such
         enforceability may be subject to (i) bankruptcy, insolvency,
         reorganization, fraudulent conveyance or transfer, moratorium or
         similar laws affecting creditors' rights generally and (ii) general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding at law or in equity).

                  (c) No consent, approval, authorization or order of, or
         filing, registration or qualification with, any court or Governmental
         Authority or third party is required in connection with the execution,
         delivery or performance by such Person of this Second Amendment.

                  (d) The representations and warranties of such Person set
         forth in Article III of the Credit Agreement are, subject to the
         limitations set forth therein, true and correct in all material
         respects as of the date hereof (except for those which expressly relate
         to an earlier date).

         3.3      Reaffirmation of Credit Party Obligations. Each Credit Party
hereby ratifies the Credit Agreement (as amended by this Second Amendment) and
acknowledges and reaffirms (a) that it is bound by all terms of the Credit
Agreement (as amended by this Second Amendment) applicable to it and (b) that it
is responsible for the observance and full performance of its respective Credit
Party Obligations.

         3.4      Credit Document.  This Second Amendment shall constitute a
Credit Document under the terms of the Credit Agreement.

                                       9



         3.5      Expenses. The Borrower agrees to pay all reasonable costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Second Amendment, including, without limitation,
the reasonable fees and expenses of Moore & Van Allen, PLLC, and all previously
incurred fees and expenses which remain outstanding on the date hereof.

         3.6      Entirety. This Second Amendment and the other Credit Documents
embody the entire agreement between the parties hereto and supersede all prior
agreements and understandings, oral or written, if any, relating to the subject
matter hereof.

         3.7      Counterparts/Telecopy. This Second Amendment may be executed
in any number of counterparts, each of which when so executed and delivered
shall be an original, but all of which shall constitute one and the same
instrument. Delivery of executed counterparts of the Second Amendment by
telecopy shall be effective as an original and shall constitute a representation
that an original shall be delivered.

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

         3.9      Consent to Jurisdiction; Service of Process; Waiver of Jury
Trial. The jurisdiction, services of process and waiver of jury trial provisions
set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby
incorporated by reference, mutatis mutandis.

         3.10     Further Assurances. The Credit Parties agree to promptly take
such action, upon the request of the Administrative Agent, as is reasonably
necessary to carry out the intent of this Second Amendment.

                            [Signature Pages Follow]

                                       10



         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Second Amendment to be duly executed under seal and delivered as of the
date and year first above written.

BORROWER:                           WEST CORPORATION,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

GUARANTORS:                         WEST TELEMARKETING CORPORATION,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    WEST TELEMARKETING CORPORATION II,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    WEST TELEMARKETING CORPORATION OUTBOUND, a
                                    Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    DAKOTAH DIRECT II, L.L.C.,
                                    a Delaware limited liability company
                                    By:    West Telemarketing Corporation
                                           Outbound, Its Member

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    WEST INTERACTIVE CORPORATION,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                       11



GUARANTORS CONT.:                   WEST FACILITIES CORPORATION,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    WEST DIRECT, INC.,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Treasurer

                                    NORTHERN CONTACT, INC.,
                                    a Delaware limited liability company

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    TEL MARK SALES, INC.,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    INTERCALL, INC.,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                       12



GUARANTORS CONT.:                   INTERCALL TELECOM VENTURES, LLC,
                                    a Delaware limited liability company

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    ATTENTION, LLC,
                                    a Delaware limited liability company

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Manager

                                    CONFERENCECALL.COM, INC.,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                       13



AGENT AND LENDERS:                  WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as Administrative Agent, Issuing Lender,
                                    Swingline Lender and as a Lender

                                    By:/s/ Michael Romanzo
                                       -----------------------------------------
                                    Name: Michael Romanzo
                                    Title: Vice President

                           [signature pages continue]

                                       14



                                    WELLS FARGO BANK NATIONAL ASSOCIATION

                                    By: /s/ Daniel A. Toll
                                        ----------------------------------------
                                    Name: Daniel A. Toll
                                    Title: Vice President

                           [signature pages continue]

                                       15



                                    BANK OF AMERICA, N.A.

                                    By: /s/ Steven K. Kessler
                                        ----------------------------------------
                                    Name: Steven K. Kessler
                                    Title: Senior Vice President

                           [signature pages continue]

                                       16



                                    BNP PARIBAS

                                    By: /s/ Peter C. Labrie
                                        ----------------------------------------
                                    Name: Peter C. Labrie
                                    Title: Central Region Manager

                                    By: /s/ Barbara V. Rivera
                                        ----------------------------------------
                                    Name: Barbara V. Rivera
                                    Title: Vice President

                           [signature pages continue]

                                       17



                                    U.S. BANK, N.A.

                                    By: /s/ Karen Nelson
                                        ----------------------------------------
                                    Name: Karen Nelson
                                    Title: Vice President

                           [signature pages continue]

                                       18



                                    LASALLE BANK NATIONAL ASSOCIATION

                                    By: /s/ Lezlee Schutty
                                        ----------------------------------------
                                    Name: Lezlee Schutty
                                    Title: Commercial Loan Officer

                           [signature pages continue]

                                       19



                                    THE BANK OF NOVA SCOTIA

                                    By: /s/ Dan Cameron
                                        ----------------------------------------
                                    Name: Dan Cameron
                                    Title: Director

                                    By: /s/ Christopher Johnson
                                        ----------------------------------------
                                    Name: Christopher Johnson
                                    Title: Managing Director

                           [signature pages continue]

                                       20



                                    FIRST NATIONAL BANK OF OMAHA

                                    By: /s/ Mark A. Baratta
                                        ----------------------------------------
                                    Name: Mark A. Baratta
                                    Title: Vice President

                           [signature pages continue]

                                       21



                                    KEY BANK NATIONAL ASSOCIATION

                                    By: /s/ Vijaya Kulkarni
                                        ----------------------------------------
                                    Name: Vijaya Kulkarni
                                    Title: Assistant Vice President

                           [signature pages continue]

                                       22



                                    UNION BANK OF CALIFORNIA, N.A.

                                    By: /s/ Mehmet Mumcuoglu
                                        ----------------------------------------
                                    Name: Mehmet Mumcuoglu
                                    Title: Vice President

                           [signature pages continue]

                                       23



                                    UNITED OVERSEAS BANK LIMITED,
                                    NEW YORK AGENCY

                                    By: /s/ Kwong Yew Wong
                                        ----------------------------------------
                                    Name: Kwong Yew Wong
                                    Title: Agent & General Manager

                                    By: /s/ Philip Cheong
                                        ----------------------------------------
                                    Name: Philip Cheong
                                    Title: Vice President & Deputy General
                                    Manager

                           [signature pages continue]

                                       24



                                    COMERICA BANK

                                    By: /s/ Timothy O'Rourke
                                        ----------------------------------------
                                    Name: Timothy O'Rourke
                                    Title: Vice President

                           [signature pages continue]

                                       25



                                    THE NORTHERN TRUST COMPANY

                                    By: /s/ Mark E. Taylor
                                        ----------------------------------------
                                    Name: Mark E. Taylor
                                    Title: Vice President

                           [signature pages continue]

                                       26



                                    COMMERCIAL FEDERAL BANK

                                    By: /s/ William Honke
                                        ----------------------------------------
                                    Name: William Honke
                                    Title: Vice President

                           [signature pages continue]

                                       27



                                    RZB FINANCE LLC, CONNECTICUT OFFICE

                                    By: /s/ Astrid Wilke
                                        ----------------------------------------
                                    Name: Astrid Wilke
                                    Title: Vice President

                                    By: /s/ Elisabeth Hirst
                                        ----------------------------------------
                                    Name: Elisabeth Hirst
                                    Title: Assistant Vice President

                                       28



                                                                         Annex A
                                                             to Second Amendment

                                 Schedule 2.1(a)

                             SCHEDULE OF LENDERS AND
                                   COMMITMENTS



                                                      Revolving      Revolving          LOC           LOC
                                                      Committed      Commitment      Committed     Commitment
                     Lender                             Amount       Percentage        Amount      Percentage
- ------------------------------------------------   --------------   -----------    -------------   ----------
                                                                                       
Wachovia Bank, National Association                $22,307,692.33    8.9230769%    $  892,307.69    8.9230769%
BNP Paribas                                        $27,676,923.08   11.0707692%    $1,107,076.92   11.0707692%
Wells Fargo Bank National Association              $22,107,692.31    8.8430769%    $  884,307.69    8.8430769%
LaSalle Bank N.A.                                  $22,953,846.15    9.1815385%    $  918,153.85    9.1815385%
U.S. Bank, N.A.                                    $23,130,769.23    9.2523077%    $  925,230.77    9.2523077%
Bank of America, N.A.                              $19,369,230.77    7.7476923%    $  774,769.23    7.7476923%
The Bank of Nova Scotia                            $18,653,846.15    7.4615385%    $  746,153.85    7.4615385%
United Overseas Bank Limited, New York Agency      $17,692,307.69    7.0769231%    $  707,692.31    7.0769231%
Key Bank National Association                      $15,192,307.69    6.0769231%    $  607,692.31    6.0769231%
Union Bank of California, N.A.                     $14,692,307.69    5.8769231%    $  587,692.31    5.8769231%
First National Bank of Omaha                       $13,792,307.69    5.5169231%    $  551,692.31    5.5169231%
Comerica Bank                                      $ 8,084,615.38    3.2338462%    $  323,384.62    3.2338462%
The Northern Trust Company                         $ 6,846,153.85    2.7384615%    $  273,846.15    2.7384615%
Malayan Banking Berhad                             $ 6,346,153.85    2.5384615%    $  253,846.15    2.5384615%
Commercial Federal Bank                            $ 5,384,615.38    2.1538462%    $  215,384.62    2.1538462%
RZB Finance LLC, Connecticut Office                $ 2,884,615.38    1.1538462%    $  115,384.62    1.1538462%
E. Sun Commercial Bank, Ltd., Los Angeles Branch   $ 2,884,615.38    1.1538462%    $  115,384.62    1.1538462%
                                                   --------------   ----------     -------------   ----------
Total:                                             $  250,000,000          100%    $  10,000,000          100%
                                                   ==============   ==========     =============   ==========


                                       29


                                                                   EXHIBIT 10.22

                             PARTICIPATION AGREEMENT

                             Dated as of May 9, 2003

                                      among

                          WEST FACILITIES CORPORATION,
                                 as the Lessee,

       WEST CORPORATION AND THE VARIOUS ENTITIES WHICH ARE PARTIES HERETO
                               FROM TIME TO TIME,
                                 as Guarantors,

                        WACHOVIA DEVELOPMENT CORPORATION,
                        as the Borrower and as the Lessor

 THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES HERETO FROM
                          TIME TO TIME, as the Lenders,

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                 as the Agent for the Primary Financing Parties
                     and respecting the Security Documents,
                      as the Agent for the Secured Parties




                                TABLE OF CONTENTS


                                                                                                                            PAGE
                                                                                                                            ----
                                                                                                                         
SECTION 1.     THE FINANCING.....................................................................................             1
SECTION 2.     CONTINUATION OF LEASE FACILITY....................................................................             1
SECTION 3.     SUMMARY OF TRANSACTIONS...........................................................................             2
         3.1.     Operative Agreements...........................................................................             2
         3.2.     Property Acquisition...........................................................................             2
         3.3.     Commencement of Basic Rent.....................................................................             3
SECTION 4.     THE CLOSING.......................................................................................             3
         4.1.     Closing Date...................................................................................             3
         4.2.     Initial Closing Date; Advances.................................................................             3
         4.3.     INITIAL CLOSING DATE AND PROPERTY CLOSING DATE.................................................             3
SECTION 5.     FUNDING OF ADVANCES; CONDITIONS PRECEDENT; THE LESSEE'S DELIVERY OF NOTICES; RESTRICTIONS
               ON LIENS; SPECIAL PROVISION REGARDING CREDIT PARTIES..............................................             4
         5.1.     General........................................................................................             4
         5.2.     Procedures for Funding.........................................................................             4
         5.3.     Conditions Precedent for the Agent, and the Primary Financing Parties Relating to the Initial
                  Closing Date and the Advance of Funds for the Acquisition of Properties........................             5
         5.4.     Restrictions on Liens..........................................................................            10
         5.5.     Payments.......................................................................................            11
         5.6.     Special Provision Regarding Credit Parties.....................................................            11
         5.7.     Special Provision Regarding Replacement of Lenders.............................................            12
SECTION 5B.    LESSOR ADVANCE....................................................................................            13
         5B.1.    Procedure for Lessor Advance...................................................................            13
         5B.2.    Lessor Yield...................................................................................            13
         5B.3.    Scheduled Return of Lessor Advance.............................................................            14
         5B.4.    Early Return of Lessor Advance.................................................................            14
         5B.5.    Conversion and Continuation Options............................................................            14
         5B.6.    Computation of Lessor Yield....................................................................            15
SECTION 6.     REPRESENTATIONS AND WARRANTIES....................................................................            16
         6.1.     Representations and Warranties of the Borrower.................................................            16
         6.2.     Representations and Warranties of the Lessee...................................................            18
         6.3      Additional Representations and Warranties of the Credit Parties................................            24
SECTION 7.     PAYMENT OF CERTAIN EXPENSES.......................................................................            29
         7.1.     Transaction Expenses...........................................................................            29
         7.2.     Brokers' Fees..................................................................................            30
         7.3.     Certain Fees and Expenses......................................................................            30
         7.4.     [Reserved].....................................................................................            30
         7.5.     Administrative.................................................................................            30
         7.6.     Upfront Fee....................................................................................            31
SECTION 8.     OTHER COVENANTS AND AGREEMENTS....................................................................            31
         8.1.     Cooperation with the Lessee....................................................................            31
         8.2.     Covenants of the Lessor........................................................................            31
         8.3.     The Lessee Covenants, Consent and Acknowledgment...............................................            32


                                       i




                                                                                                              
         8.4.     Sharing of Certain Payments........................................................            35
         8.5.     Grant of Easements, etc............................................................            35
         8.6.     Appointment of the Agent by the Primary Financing Parties..........................            36
         8.7.     Collection and Allocation of Payments and Other Amounts............................            40
         8.8.     Release of Properties, etc.........................................................            43
         8.9.     Limitation of Lessor's Obligations.................................................            43
         8.10.    No Representations or Warranties as to any Property or the Operative
                            Agreements...............................................................            44
         8.11.    Reliance; Advice of Counsel........................................................            44
         8.12.    Non-Disturbance....................................................................            45
         8.13.    Payment of Appraiser Expenses......................................................            45
SECTION 8A.     AFFIRMATIVE COVENANTS OF THE CREDIT PARTIES..........................................            45
         8A.1.    Financial Statements...............................................................            45
         8A.2.    Certificates; Other Information....................................................            47
         8A.3.    Payment of Obligations.............................................................            47
         8A.4.    Conduct of Business and Maintenance of Existence...................................            48
         8A.5.    Maintenance of GCA Property; Insurance.............................................            48
         8A.6.    Inspection of Property; Books and Records; Discussions.............................            48
         8A.7.    Notices............................................................................            49
         8A.8.    Environmental Laws.................................................................            50
         8A.9.    Financial Covenants................................................................            50
         8A.10.   Additional Subsidiary Guarantors...................................................            51
         8A.11.   Compliance with Law................................................................            51
         8A.12.   Post-Closing Requirement...........................................................            51
SECTION 8B.     NEGATIVE COVENANTS OF THE CREDIT PARTIES.............................................            51
         8B.1.    Indebtedness.......................................................................            52
         8B.2.    GCA Liens..........................................................................            53
         8B.3.    Nature of Business.................................................................            53
         8B.4.    Consolidation, Merger, Sale or Purchase of Assets, etc.............................            54
         8B.5.    Advances, Investments and Loans....................................................            55
         8B.6.    Transactions with GCA Affiliates...................................................            55
         8B.7.    Ownership of Subsidiaries; Restrictions............................................            55
         8B.8.    Fiscal Year; Organizational Documents; Material Agreements.........................            55
         8B.9.    Limitation on Restricted Actions...................................................            56
         8B.10.   Restricted Payments................................................................            56
         8B.11.   Prepayments of Subordinated Indebtedness, etc......................................            56
         8B.12.   Sale Leasebacks....................................................................            56
         8B.13.   No Further Negative Pledges........................................................            57
SECTION 9.      CREDIT AGREEMENT AND LESSOR ADVANCES.................................................            57
SECTION 10.     TRANSFER OF INTEREST.................................................................            58
         10.1.    Restrictions on Transfer...........................................................            58
         10.2.    Effect of Transfer.................................................................            59
         10.3.    Special Transfer by Lessor.........................................................            60
SECTION 11.     INDEMNIFICATION......................................................................            61
         11.1.    General Indemnity..................................................................            61
         11.2.    General Tax Indemnity..............................................................            63



                                       ii




                                                                                                              
         11.3.    Increased Costs, Illegality, etc...................................................            68
         11.4.    Funding/Contribution Indemnity.....................................................            69
         11.5.    EXPRESS INDEMNIFICATION FOR ORDINARY NEGLIGENCE, STRICT LIABILITY, ETC.............            70
         11.6.    Additional Provisions Regarding Environmental Indemnification......................            70
SECTION 12.     MISCELLANEOUS........................................................................            71
         12.1.    Survival of Agreements.............................................................            71
         12.2.    Notices............................................................................            71
         12.3.    Counterparts.......................................................................            72
         12.4.    Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters....................            72
         12.5.    Headings, etc......................................................................            75
         12.6.    Parties in Interest................................................................            75
         12.7.    GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; VENUE.............            75
         12.8.    Severability.......................................................................            76
         12.9.    Liability Limited..................................................................            76
         12.10.   Rights of the Lessee...............................................................            77
         12.11.   Further Assurances.................................................................            77
         12.12.   Calculations under Operative Agreements............................................            78
         12.13.   Confidentiality....................................................................            78
         12.14.   Financial Reporting/Tax Characterization...........................................            79



                                      iii




                                    SCHEDULES

1 -        GCA Permitted Liens - GCA Permitted Lien in Appendix A

2 -        Subsidiary Information - Section 6.3(n)

3 -        Location of Real Property - Section 6.3(t)

4 -        Chief Executive Offices - Section 6.3(t)

5 -        Labor Matters - Section 6.3(w)

6 -        Indebtedness - Sections 8b.1(b) and 8B.1(i)

                                    EXHIBITS

A -        Form of Requisition - Sections 4.2, 5.2 and 5.3

B -        Form of Outside Counsel Opinion for the Lessee - Section 5.3(j)

C -        Form of Officer's Certificate (Credit Party) - Section 5.3(w)

D -        Form of Secretary's Certificate (Credit Party) - Section 5.3(y)

E -        Form of Officer's Certificate (Lessor) - Section 5.3(z)

F -        Form of Secretary's Certificate (Lessor) - Section 5.3(aa)

G -        Form of Credit Party Joinder Agreement - Section 8A.10

Appendix A - Rules of Usage and Definitions

                                       iv




                            PARTICIPATION AGREEMENT

         THIS PARTICIPATION AGREEMENT dated as of May 9, 2003 (as amended,
modified, extended, supplemented, restated and/or replaced from time to time,
this "Agreement") is by and among WEST FACILITIES CORPORATION, a Delaware
corporation (the "Lessee"), WEST CORPORATION, a Delaware corporation and the
various entities which are parties hereto from time to time as guarantors
(individually, a "Guarantor" and collectively, the "Guarantors"), WACHOVIA
DEVELOPMENT CORPORATION, a North Carolina corporation (the "Borrower" or the
"Lessor"); the various banks and other lending institutions which are parties
hereto from time to time as lenders (subject to the definition of Lenders in
Appendix A hereto, individually, a "Lender" and collectively, the "Lenders");
and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as the
agent for the Primary Financing Parties and respecting the Security Documents,
as the agent for the Secured Parties (in such capacity, the "Agent").
Capitalized terms used but not otherwise defined in this Agreement shall have
the meanings set forth in Appendix A hereto, and the rules of usage set forth in
Appendix A hereto shall apply herein.

         In consideration of the mutual agreements herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows:

SECTION 11. THE FINANCING.

         Subject to the terms and conditions of this Agreement and the other
Operative Agreements and in reliance on the representations and warranties of
each of the parties hereto contained herein or made pursuant hereto, the Primary
Financing Parties have agreed to make the Lessor Advance (in the case of the
Lessor) or make loans pursuant to the Notes (in the case of the Lenders) issued
by the Lessor on the Initial Closing Date, with such Lessor Advance and the
Notes to be in an aggregate principal amount of up to the aggregate amount of
the Commitments in order for the Lessor to acquire, through an assignment of the
Existing Notes and the Existing Holder Certificates and an assumption of the
Trust's obligations under the Existing Operative Agreements, title to or a
ground lease interest in various Properties, as applicable, in accordance with
the terms and provisions hereof and for the other purposes described herein. The
obligations of the Lessor under the Operative Agreements shall be secured by the
Collateral.

SECTION 12. CONTINUATION OF LEASE FACILITY.

         Each party hereto agrees that certain of the Operative Agreements
amend, restate and replace certain of the Existing Operative Agreements,
including without limitation, that certain Participation Agreement dated as of
March 12, 2001 (as amended, modified, extended, supplemented, restated and/or
replaced prior to the Initial Closing Date, the "Existing Participation
Agreement") by and among West Facilities Corporation, a Delaware corporation (as
an assignee from West Corporation); Wells Fargo Bank Northwest, National
Association (as



successor to First Security Bank, National Association), a national banking
association, not individually, except as expressly stated therein, but solely as
the owner trustee under the Green Real Estate Trust 2001-1; the various banks
and other lending institutions which are parties thereto from time to time as
holders of certificates issued with respect to the Green Real Estate Trust
2001-1; the various banks and other lending institutions which are parties
thereto from time to time as lenders; and Wachovia Bank, National Association
(as successor to First Union National Bank), a national banking association, as
the agent. Each of the parties agrees that (a) the proceeds of the Loans and the
Lessor Advances shall be used by the Lessor to purchase and receive an
assignment of the notes outstanding pursuant to the Existing Operative
Agreements (the "Existing Notes") and the holder certificates outstanding
pursuant to the Existing Operative Agreements (the "Existing Holder
Certificates"), (b) the Lenders under the Operative Agreements shall receive
Notes pursuant to the terms and conditions of the Operative Agreements and the
obligations owing to the Lessor with respect to the Lessor Advances shall be
evidenced by Section 5B of this Agreement and pursuant to the terms and
conditions of the Operative Agreements, and (c) certain of the Operative
Agreements shall replace certain of the Existing Operative Agreements. In
accordance with the Operative Agreements, the parties to this Agreement agree
that the Lessor is permitted to (i) acquire the beneficial interest in the Trust
through an assignment of the Existing Notes and the Existing Holder Certificates
and an assumption of the Trust's obligations under the Existing Operative
Agreements, (ii) take all necessary action to evidence the Lessor's ownership of
the Properties or the Lessor's ground lease interest in the Properties, as
applicable and (iii) enter into and perform its obligations pursuant to the
Assignment and Recharacterization Agreement. Those Existing Operative Agreements
which are not amended, restated and replaced shall automatically and without
further action, be terminated.

SECTION 13 SUMMARY OF TRANSACTIONS.

         13.1.    OPERATIVE AGREEMENTS.

         On the date hereof, each of the respective parties hereto and thereto
shall execute and deliver this Agreement, the Lease, each applicable Ground
Lease, the Credit Agreement, the Notes, the Security Agreement, each applicable
Mortgage Instrument and such other documents, instruments, certificates and
opinions of counsel as agreed to by the parties hereto.

         13.2.    PROPERTY ACQUISITION.

         On each Property Closing Date and subject to the terms and conditions
of this Agreement (a) the Lenders will each make Loans in accordance with
Section 5 of this Agreement and the terms and provisions of the Credit
Agreement, (b) the Lessor will make a Lessor Advance in accordance with Sections
5 and 5B of this Agreement, (c) the Lessor shall acquire, through an assignment
of the Existing Notes and the Existing Holder Certificates and an assumption of
the Trust's obligations under the Existing Operative Agreements, title to or a
ground lease interest in each applicable Property, each to be within an Approved
State, identified by the Lessee, in each case pursuant to a Deed, Bill of Sale
or Ground Lease, as the case may be, and grant the Agent a lien on such Property
by execution of the required Security Documents, (d) the Agent, the Lessee

                                       2



and the Lessor shall execute and deliver a Lease Supplement relating to each
such Property acquired as of such Property Closing Date and (e) the Term shall
commence with respect to each such Property. Unless the context otherwise
requires, references in the Operative Agreements to the acquisition of a
Property (including without limitation a ground lease interest in a Property) by
the Lessor shall be deemed to refer to the acquisition of title to such Property
or the acquisition of a ground lease interest therein through an assignment of
the Existing Notes and the Existing Holder Certificates and an assumption of the
Trust's obligations under the Existing Operative Agreements.

         13.3.    COMMENCEMENT OF BASIC RENT.

         As to any particular Property, the Lessee shall commence to pay Basic
Rent as of the Property Closing Date for such Property.

SECTION 14. THE CLOSING.

         14.1.    CLOSING DATE.

         All documents and instruments required to be delivered on the Closing
Date shall be delivered at the offices of Moore & Van Allen PLLC, Charlotte,
North Carolina, or at such other location as may be determined by the Lessor,
the Agent and the Lessee.

         14.2.    INITIAL CLOSING DATE; ADVANCES.

         The Lessee shall deliver to the Agent a requisition (a "Requisition"),
in the form attached hereto as EXHIBIT A or in such other form as is
satisfactory to the Agent, in its reasonable discretion, in connection with (a)
the Transaction Expenses payable by the Lessor pursuant to Section 7.1 and (b)
the Advances.

         14.3.    INITIAL CLOSING DATE AND PROPERTY CLOSING DATE.

         EACH OF THE PARTIES HERETO AGREES THAT NOTWITHSTANDING ANY OTHER
PROVISION OF ANY OPERATIVE AGREEMENT (A) THE ONLY PROPERTY CLOSING DATE IS
INTENDED TO AND SHALL OCCUR ON THE INITIAL CLOSING DATE, (B) THE COMMITMENTS
EXPIRE AT 11:59 P.M., CHARLOTTE, NORTH CAROLINA TIME ON THE INITIAL CLOSING
DATE, (C) NO ADVANCES SHALL BE MADE AFTER THE INITIAL CLOSING DATE AND (D) THE
PROVISIONS OF THIS SECTION 4.3 ARE CONSISTENT WITH THE INTENT OF EACH PARTY
HERETO AND WERE SPECIFICALLY REVIEWED, NEGOTIATED AND ACCEPTED BY EACH PARTY
HERETO.

                                       3



SECTION 15. FUNDING OF ADVANCES; CONDITIONS PRECEDENT; THE LESSEE'S DELIVERY OF
NOTICES; RESTRICTIONS ON LIENS; SPECIAL PROVISION REGARDING CREDIT PARTIES.

         15.1.    GENERAL.

         To the extent funds have been made available to the Lessor pursuant to
Section 5 and by the Lessor pursuant to Sections 5 and 5B, the Lessor will use
such funds from time to time in accordance with the terms and conditions of this
Agreement and the other Operative Agreements for the following purposes: (i) at
the direction of the Lessee to acquire, through an assignment of the Existing
Notes and the Existing Holder Certificates and an assumption of the Trust's
obligations under the Existing Operative Agreements, title to or a ground lease
interest in various Properties in accordance with the terms of this Agreement
and the other Operative Agreements and (ii) to pay Transaction Expenses payable
by the Lessor under Section 7.1.

         5.2.     PROCEDURES FOR FUNDING.

                  (a)      The only Advances shall occur on the Initial Closing
         Date. Not less than three (3) Business Days prior to the Initial
         Closing Date or three (3) Business Days prior to the date on which any
         Advance is to be made, as applicable, the Lessee shall deliver to the
         Agent a Requisition as described in Section 4.2; provided, however,
         that if the Requisition is delivered less than three (3) Business Days
         prior to the Initial Closing Date and the Agent, in its discretion,
         accepts such Requisition the requirement that the Requisition be
         delivered at least three (3) Business Days prior to the Initial Closing
         Date shall be deemed waived.

                  (b)      Each Requisition shall: (i) be irrevocable, (ii)
         request Loans not in excess of the total aggregate of the Available
         Lender Commitments, (iii) request Lessor Advances not in excess of the
         total aggregate of the Available Lessor Commitments and (iv) request
         that the Lenders make Loans and the Lessor make Lessor Advances for the
         payment of Transaction Expenses and Property Acquisition Costs that
         have previously been incurred or are to be incurred on the date of such
         Advance to the extent such were not subject to a prior Requisition, in
         each case as specified in the Requisition.

                  (c)      Subject to the satisfaction of the conditions
         precedent set forth in Section 5.3, on the Initial Closing Date and on
         each Property Closing Date, (i) the Lenders shall make Loans based on
         their respective Lender Commitments in an aggregate amount equal to
         twenty-five percent (25%) of the Requested Funds specified in any
         Requisition, up to an aggregate principal amount equal to the aggregate
         of the Available Lender Commitments, and (ii) the Lessor shall make a
         Lessor Advance based on its Lessor Commitment in an amount such that
         the aggregate of all Lessor Advances at such time shall be seventy-five
         percent (75%) of the balance of the Requested Funds specified in such
         Requisition, up to the aggregate advanced amount equal to the aggregate
         of the Available Lessor Commitments.

                                       4



                  (d)      If a Requisition is submitted for an Advance and such
         Advance is not expended on behalf of the Lessor for the purposes
         specified in such Requisition on the date of such Advance, such Advance
         shall be held by the Agent until the applicable date for expenditure
         thereof, or, if such date does not occur within three (3) Business Days
         of the date of the Agent's receipt of such Advance, shall be applied
         regarding the applicable Advance to repay the Lenders and the Lessor
         and, subject to the terms hereof and of the Credit Agreement, shall
         remain available for future Advances. Any such amounts held by the
         Agent shall be subject to the lien of the Security Documents and shall
         accrue interest and Lessor Yield from the date any such amount is
         advanced to the Agent until the date repaid to the Lenders and the
         Lessor, as applicable.

                  (e)      All Operative Agreements which are to be delivered to
         the Agent or the Primary Financing Parties shall be delivered to the
         Agent on behalf of the Agent or the Primary Financing Parties and such
         items (except for Notes, Bills of Sale, Deeds, the Ground Leases and
         chattel paper originals, with respect to which in each case there shall
         be only one original) shall be delivered with originals sufficient for
         the Agent and each Primary Financing Party. All other items which are
         to be delivered to the Agent or the Primary Financing Parties shall be
         delivered to the Agent, on behalf of the Agent or the Primary Financing
         Parties, or directly to such party as required by the Operative
         Agreements. To the extent any such other items delivered by the Agent
         are requested in writing from time to time by any Primary Financing
         Party or are required to be delivered by the Agent pursuant to Section
         8.6(g), the Agent shall provide a copy of such item to the party
         requesting it or to the parties entitled thereto, as applicable.

                  (f)      Notwithstanding the completion of any closing under
         this Agreement pursuant to Section 5.3, each condition precedent in
         connection with any such closing may be subsequently enforced as a
         covenant obligation of the Lessee by the Agent (unless such has been
         expressly waived in writing by the Agent).

         5.3.     CONDITIONS PRECEDENT FOR THE AGENT, AND THE PRIMARY FINANCING
                  PARTIES RELATING TO THE INITIAL CLOSING DATE AND THE ADVANCE
                  OF FUNDS FOR THE ACQUISITION OF PROPERTIES.

         The obligations (i) on the Initial Closing Date of the Lessee, the
Agent and the Primary Financing Parties to enter into the transactions
contemplated by this Agreement, including without limitation the obligation to
execute and deliver the applicable Operative Agreements to which each is a party
on the Initial Closing Date, and (ii) on the Initial Closing Date of the Lessor
to make a Lessor Advance and of the Lenders to make Loans in order to pay
Transaction Expenses payable by the Lessor pursuant to Section 7.1(a), and (iii)
on a Property Closing Date of the Lessor to make a Lessor Advance and of the
Lenders to make Loans for the purpose of providing funds to the Lessor necessary
to pay the Transaction Expenses and to acquire a Property on such Property
Closing Date, if applicable (each of the foregoing (ii) or (iii), an "Advance"),
in each case are subject to the satisfaction or waiver of each of the following
conditions precedent on or prior to the Initial Closing Date or the applicable
Property Closing Date, as the case may be (to the extent such conditions
precedent require the delivery of any agreement, certificate, instrument,
memorandum, legal or other opinion, appraisal, commitment,

                                       5




title insurance commitment, lien report or any other document of any kind or
type, such shall be in form and substance satisfactory to the Agent, in its
reasonable discretion; notwithstanding the foregoing, the obligations of each
party shall not be subject to any conditions contained in this Section 5.3 which
are required to be performed by such party):

                  (a)      the correctness of the representations and warranties
         of the parties to this Agreement contained herein, in each of the other
         Operative Agreements and each certificate delivered pursuant to any
         Operative Agreement;

                  (b)      (i) the performance by the parties to this Agreement
         of their respective agreements contained herein and in the other
         Operative Agreements to be performed by them on or prior to such date;

                  (c)      the Agent shall have received a fully executed
         counterpart copy of the Requisition, appropriately completed;

                  (d)      with respect to a Property Closing Date only, title
         to each such Property shall conform to the representations and
         warranties set forth in Section 6.2(l) hereof;

                  (e)      with respect to a Property Closing Date only, the
         Lessee shall have delivered to the Agent a good standing certificate
         for the Lessee in the state where the Property is located, the Deed
         with respect to the Land and Improvements (if any), a copy of the
         Ground Lease (if any) and a copy of the Bill of Sale with respect to
         the Equipment, respecting such of the foregoing as are being acquired
         or ground leased on such date;

                  (f)      there shall not have occurred and be continuing any
         Default or Event of Default and no Default or Event of Default will
         have occurred after giving effect to the Advance;

                  (g)      with respect to a Property Closing Date only, the
         Lessee shall have delivered to the Agent title insurance commitments to
         issue policies insuring the Lien of the Mortgage Instrument up to the
         amount of the Notes and the Lessor Advance respecting each Property
         being acquired or ground leased on such Property Closing Date, with
         such endorsements as the Agent deems reasonably necessary, in favor of
         the Lessor and the Agent from a title insurance company reasonably
         acceptable to the Agent, but only with such title exceptions thereto as
         are reasonably acceptable to the Agent;

                  (h)      with respect to a Property Closing Date only, the
         Lessee shall have delivered to the Agent an environmental site
         assessment respecting each Property being acquired on such Property
         Closing Date, prepared by an independent recognized professional
         reasonably acceptable to the Agent and evidencing no pre-existing
         environmental condition with respect to which there is more than a
         remote risk of loss;

                  (i)      with respect to a Property Closing Date only, the
         Lessee shall have delivered to the Agent an ALTA survey (with a flood
         hazard certification) respecting each Property being acquired on such
         Property Closing Date prepared by (i) an

                                       6




         independent recognized professional reasonably acceptable to the Agent
         and (ii) in a manner and including such information as is reasonably
         required by the Agent;

                  (j)      with respect to a Property Closing Date only, the
         Lessee shall have caused to be delivered to the Agent a legal opinion
         in the form attached hereto as EXHIBIT B or in such other form as is
         reasonably acceptable to the Agent with respect to local law real
         property issues respecting the state in which each Property being
         acquired on such Property Closing Date is located addressed to the
         Agent, from counsel located in the state where each such Property is
         located, prepared by counsel reasonably acceptable to the Agent;

                  (k)      with respect to a Property Closing Date only, the
         Agent shall be satisfied that the acquisition, ground leasing and/or
         holding of each such Property being acquired on such Property Closing
         Date and the execution of the Mortgage Instruments and the other
         Security Documents will not materially and adversely affect the rights
         of the Agent or the Primary Financing Parties under or with respect to
         the Operative Agreements;

                  (l)      the Lessee shall have delivered to the Agent invoices
         for, or other reasonably satisfactory evidence of, the various
         Transaction Expenses and other fees, expenses and disbursements
         referenced in Section 7 of this Agreement, as appropriate;

                  (m)      with respect to a Property Closing Date only, the
         Lessee shall have caused to be delivered to the Agent Mortgage
         Instruments (in such form as is reasonably acceptable to the Agent,
         with revisions as necessary to conform to applicable state law), Lessor
         Financing Statements and Lender Financing Statements respecting each
         Property being acquired on such Property Closing Date, all fully
         executed and in recordable form;

                  (n)      with respect to a Property Closing Date only, the
         Lessee shall have delivered to the Agent with respect to each Property
         being acquired on such Property Closing Date a Lease Supplement and a
         memorandum (or short form lease) regarding the Lease and such Lease
         Supplement (such memorandum or short form lease to be in the form
         attached to the Lease as Exhibit B or in such other form as is
         reasonably acceptable to the Agent, with modifications as necessary to
         conform to applicable state law, and in form suitable for recording);

                  (o)      with respect to each Advance, the sum of the
         Available Lender Commitment plus the Available Lessor Commitment will
         be sufficient to pay all amounts payable therefrom;

                  (p)      with respect to a Property Closing Date only, if any
         such Property is subject to a Ground Lease, the Lessee shall have
         caused a lease memorandum (or short form lease) to be delivered to the
         Agent for such Ground Lease and, if requested by the Agent, a landlord
         waiver and a mortgagee waiver (in each case, in such form as is
         reasonably acceptable to the Agent);

                                       7




                  (q)      with respect to a Property Closing Date only, counsel
         (reasonably acceptable to the Agent) for the ground lessor (to the
         extent the ground lessor is an Affiliate of the Lessee) of each such
         Property subject to a Ground Lease shall have issued to the Agent, its
         opinion (in form and substance reasonably satisfactory to the Agent);

                  (r)      with the respect to a Property Closing Date only, the
         Lessee shall have provided evidence of insurance to the Agent with
         respect to each Property being acquired on such Property Closing Date
         as provided in the Lease;

                  (s)      with respect to a Property Closing Date only, the
         Lessee shall have caused an Appraisal regarding each Property being
         acquired on such Property Closing Date to be provided to the Agent from
         an appraiser reasonably satisfactory to the Agent;

                  (t)      all taxes, fees and other charges in connection with
         the execution, delivery, recording, filing and registration of the
         Operative Agreements and/or documents related thereto shall have been
         paid or provisions for such payment shall have been made to the
         satisfaction of the Agent;

                  (u)      in the opinion of the Agent and its counsel, the
         transactions contemplated by the Operative Agreements do not and will
         not subject the Primary Financing Parties or the Agent to any
         materially adverse regulatory prohibitions, constraints, penalties or
         fines;

                  (v)      each of the Operative Agreements to be entered into
         on such date shall have been duly authorized, executed and delivered by
         the parties thereto, and shall be in full force and effect, and the
         Agent shall have received a fully executed copy of each of the
         Operative Agreements;

                  (w) as of the Initial Closing Date only, the Agent shall have
         received an Officer's Certificate, dated as of the Initial Closing
         Date, of the Lessee in the form attached hereto as EXHIBIT C or in such
         other form as is reasonably acceptable to the Agent stating that (i)
         each and every representation and warranty of any Credit Party
         contained in the Operative Agreements to which it is a party is true
         and correct on and as of the Initial Closing Date; (ii) no Default
         (other than any Credit Agreement Default) or Event of Default (other
         than any Credit Agreement Event of Default) has occurred and is
         continuing under any Operative Agreement; (iii) each Operative
         Agreement to which any Credit Party is a party is in full force and
         effect with respect to it except as the same may be limited by
         applicable bankruptcy, insolvency, fraudulent transfer or conveyance,
         reorganization, moratorium or other similar laws relating to or
         affecting creditors' or lessors' rights generally and general
         principles of equity; and (iv) each Credit Party has duly performed and
         complied with all covenants, agreements and conditions contained herein
         or in any Operative Agreement required to be performed or complied with
         by it on or prior to the Initial Closing Date;

                  (x) since the date of the most recent audited financial
         statements of the Parent (which have been previously delivered to the
         Agent), there shall not have occurred any

                                       8




         event, condition or state of facts which shall have or could reasonably
         be expected to have a Material Adverse Effect, other than as
         specifically contemplated by the Operative Agreements;

                  (y)      as of the Initial Closing Date only, the Agent shall
         have received (i) a certificate of the Secretary or an Assistant
         Secretary of the Lessee, dated as of the Initial Closing Date, in the
         form attached hereto as EXHIBIT D or in such other form as is
         reasonably acceptable to the Agent attaching and certifying as to (1)
         the resolutions of the Board of Directors of the Lessee duly
         authorizing the execution, delivery and performance by the Lessee of
         each of the Operative Agreements to which it is or will be a party, (2)
         the certificate of incorporation of the Lessee certified as of a recent
         date by the Secretary of State of its state of incorporation and its
         by-laws and (3) the incumbency and signature of persons authorized to
         execute and deliver on behalf of the Lessee the Operative Agreements to
         which it is or will be a party and (ii) a good standing certificate (or
         local equivalent) from the appropriate office of the respective states
         where the Lessee is incorporated and where the principal place of
         business of the Lessee is located as to its good standing in each such
         state. The Lessee shall cause a similar certificate to be delivered by
         each Guarantor to the Agent as of the Initial Closing Date;

                  (z)      as of the Initial Closing Date only, the Agent, shall
         have received an Officer's Certificate of the Lessor dated as of the
         Initial Closing Date in the form attached hereto as EXHIBIT E or in
         such other form as is reasonably acceptable to the Agent, stating that
         (i) each and every representation and warranty of the Lessor contained
         in the Operative Agreements to which it is a party is true and correct
         on and as of the Initial Closing Date, (ii) each Operative Agreement to
         which the Lessor is a party is in full force and effect with respect to
         it except as the same may be limited by applicable bankruptcy,
         insolvency, fraudulent transfer or conveyance, reorganization,
         moratorium or other similar laws relating to or affecting creditors' or
         lessors' rights generally and general principles of equity; (iii) the
         Lessor has duly performed and complied with all covenants, agreements
         and conditions contained herein or in any Operative Agreement required
         to be performed or complied with by it on or prior to the Initial
         Closing Date and (iv) no Credit Agreement Default or Credit Agreement
         Event of Default attributable solely to Lessor has occurred and is
         continuing under any Operative Agreement;

                  (aa)     as of the Initial Closing Date only, the Agent shall
         have received (i) a certificate of the Secretary or an Assistant
         Secretary of the Lessor, dated as of the Initial Closing Date in the
         form attached hereto as EXHIBIT F or in such other form as is
         reasonably acceptable to the Agent attaching and certifying as to (A)
         the signing resolutions duly authorizing the execution, delivery and
         performance by the Lessor of each of the Operative Agreements to which
         it is or will be a party, (B) its articles of incorporation or other
         equivalent charter documents as certified by the Secretary of State of
         its state of incorporation and its by-laws, as the case may be,
         certified as of a recent date by an appropriate officer of the Lessor
         and (C) the incumbency and signature of persons authorized to execute
         and deliver on its behalf the Operative Agreements to which it is a
         party and (ii) a good standing certificate from the appropriate
         governmental

                                       9




         authority in the jurisdiction of the Lessor's organization and the
         jurisdiction of the Lessor's principal place of business;

                  (bb)     as of the Initial Closing Date only, counsel for the
         Lessor reasonably acceptable to the Agent shall have issued to the
         Primary Financing Parties (other than the Lessor), the Lessee and the
         Agent its opinion dated as of the Initial Closing Date in such form as
         is reasonably acceptable to the Agent;

                  (cc)     as of the Initial Closing Date only, counsel for the
         Lessee reasonably acceptable to the Agent shall have issued to the
         Primary Financing Parties and the Agent its opinion dated as of the
         Initial Closing Date in such form as is reasonably acceptable to the
         Agent; provided, however, that if the Initial Closing Date and the
         Property Closing Date occur simultaneously, the opinion required by
         this Section 5.3(cc) and the opinion required by Section 5.3(j) may be
         combined into a single legal opinion, provided such legal opinion
         satisfies both Sections 5.3(j) and 5.3(cc);

                  (dd)     with respect to a Property Closing Date only, no
         Casualty and no Condemnation respecting any Property to be acquired or
         ground leased on such Property Closing Date shall have occurred and no
         action shall be pending or threatened by a Governmental Authority to
         initiate a Condemnation with respect to any such Property; and

                  (ee)     the Lessee shall cause (i) Uniform Commercial Code
         lien searches, tax lien searches and judgment lien searches regarding
         each Credit Party and the Lessor to be conducted (and copies thereof to
         be delivered to the Agent) in such jurisdictions as determined by the
         Agent by a nationally recognized search company reasonably acceptable
         to the Agent and (ii) the liens referenced in such lien searches which
         are objectionable to the Agent to be either removed or otherwise
         handled in a manner reasonably satisfactory to the Agent.

         15.4.    RESTRICTIONS ON LIENS.

         On each Property Closing Date, the Lessee shall cause each Property
acquired by the Lessor on such date to be free and clear of all Liens except
those referenced in Sections 6.2(r)(i) and 6.2(r)(ii), such other Liens that are
expressly set forth as title exceptions on the title commitment or policy issued
under Section 5.3(g) with respect to such Property, Liens for Taxes that are not
yet due and payable and such other Liens that have been expressly approved or
agreed to by the Agent. On the date any Property is either sold to a third party
(other than the Lessee or any Affiliate or designee of the Lessee) in accordance
with the terms of the Operative Agreements or, pursuant to Section 22.1(a) of
the Lease Agreement, retained by the Lessor, the Lessee shall cause such
Property to be free and clear of all Liens (other than Lessor Liens, such other
Liens that are expressly set forth as title exceptions on the title commitment
or policy issued under Section 5.3(g) with respect to such Property, to the
extent such title commitment has been approved by the Agent, Liens for Taxes
that are not yet due and payable and such other Liens that have been expressly
approved or agreed to by the Agent).

                                       10




         15.5.    PAYMENTS.

         All payments of Rent, and other amounts payable to any Financing Party
to be made by the Lessee under this Agreement or any other Operative Agreement
(excluding Excepted Payments and Supplemental Rent which shall be paid directly
to the party to whom such payments are owed) shall be made to the Agent at the
office designated by the Agent from time to time by written notice as provided
herein in Dollars and in immediately available funds, without setoff, deduction,
or counterclaim. Subject to the definition of "Interest Period" in Appendix A
attached hereto, whenever any payment under this Agreement or any other
Operative Agreement shall be stated to be due on a day that is not a Business
Day, such payment may be made on the next succeeding Business Day, and such
extension of time in such case shall be included in the computation of interest,
Lessor Yield and fees payable pursuant to the Operative Agreements, as
applicable and as the case may be.

         15.6.    SPECIAL PROVISION REGARDING CREDIT PARTIES.

         It is the express intent of each of the parties hereto that the group
of Credit Parties under the Operative Agreements and the group consisting of the
borrower and guarantors under the Guarantor Credit Agreement contain the same
members in each group while the facilities contemplated by the Operative
Agreements and the GCA Credit Documents are outstanding. As a result, certain
Subsidiaries of the Credit Parties will join the Operative Agreements from time
to time in accordance with Section 8A.10 and pursuant to this Section 5.6
certain of the Credit Parties (other than the Parent and the Lessee) may be
released from the Operative Agreements pursuant to the terms and conditions set
forth in this Section 5.6. Provided no Lease Default, Lease Event of Default or
Guaranty Event of Default has occurred and is continuing, if (a) the Guarantor
Credit Agreement is terminated and not replaced by any other facility and so
long as none of the Parent, the Lessee or any other Subsidiary, direct or
indirect, of the Parent has outstanding any Indebtedness or any facility with
commitments to provide Indebtedness in excess of one hundred million dollars
($100,000,000) (other than the amounts outstanding pursuant to the Operative
Agreements and subordinated Indebtedness, which shall be expressly subordinated,
to the satisfaction of the Primary Financing Parties, to the transactions and
payment of the Credit Party obligations contemplated by the Operative
Agreements) or (b) the GCA Lenders release any GCA Credit Party other than the
Parent or the Lessee from all of the GCA Credit Party Obligations, all of such
GCA Credit Party's obligations owing to the GCA Lenders in the GCA Credit
Documents, all GCA Liens on any property or interest of any GCA Credit Party in
favor or for the benefit of the GCA Lenders and the Guarantor Credit Agreement
have not been terminated, restated or replaced, then, with respect to (a) above,
upon written request of the Parent and the Lessee or with respect to (b) above,
upon the later of (y) the effectiveness of such release under the Guarantor
Credit Agreement and (z) delivery to the Agent, for the benefit of the Primary
Financing Parties, of the same consideration and benefit including without
limitation, amendments or modifications to the GCA Credit Documents or otherwise
(including without limitation restatement or replacement facilities) which are
favorable to the GCA Lenders, fees, increased pricing or other amounts paid to
the GCA Lenders or collateral pledged to or for the benefit of the GCA Lenders;
then such Credit Parties (in all cases other than the Parent and the Lessee)
shall be deemed released from the Guaranteed Obligations under the Operative
Agreements and the Financing Parties shall upon written request of the

                                       11




Parent and the Lessee provide written confirmation of such release in form and
substance acceptable to such Financing Parties. Immediately upon such release,
such released Credit Party shall no longer be a Credit Party to the Operative
Agreements and all provisions related to the Credit Parties shall, from and
after the effectiveness of such release, no longer include such released party.
In the case of (a), above, in addition to the release of the applicable Credit
Parties, the covenants in Section 8B shall no longer apply (provided, terms
defined therein or sections referenced in other provisions shall continue) to
any Credit Party after such time, provided, the Parent, the Lessee and their
Subsidiaries do not have any Indebtedness in excess of one hundred million
dollars ($100,000,000) (other than the amounts outstanding pursuant to the
Operative Agreements and subordinated Indebtedness, which shall be expressly
subordinated, to the satisfaction of the Primary Financing Parties, to the
transactions and payment of the Credit Party obligations contemplated by the
Operative Agreements) outstanding at any time during the Term. In the event the
Parent, the Lessee or any of their Subsidiaries has any Indebtedness in excess
of one hundred million dollars ($100,000,000) (other than the amounts
outstanding pursuant to the Operative Agreements and subordinated Indebtedness,
which shall be expressly subordinated, to the satisfaction of the Primary
Financing Parties, to the transactions and payment of the Credit Party
obligations contemplated by the Operative Agreements) outstanding during the
Term, then Section 8B of the Participation Agreement shall automatically be
reinstated and such provisions shall have full force and effect from such date
through the Expiration Date and the Parent and the Lessee shall promptly, but in
any event within thirty (30) days of incurring such Indebtedness, cause each of
the parties which were previously Credit Parties (or their successors) to join
the Operative Agreements as Guarantors and provide an executed Joinder Agreement
from each such party and other documentation as reasonably requested by any
Primary Financing Party (including without limitation documents executed by each
Credit Party satisfactory to the Primary Financing Parties evidencing the
reinstatement of Section 8B of the Participation Agreement, provided, such
Section 8B shall be automatically reinstated regardless of whether such
documents are executed). Notwithstanding the foregoing, no Property, Collateral,
Security Document, other Operative Agreement or any other Credit Party (except,
with respect to other Credit Parties, as expressly provided herein) shall be
released hereby and such released Credit Parties shall not be released from:
(aa) any obligations which were due and owing prior to the effectiveness of such
release, (bb) any of the indemnity provisions of the Operative Agreements,
including without limitation Section 11 of the Participation Agreement or (cc)
any other provision of any Operative Agreement which by its terms continues
after the release of a Credit Party or after the termination of the Operative
Agreements.

         15.7.    SPECIAL PROVISION REGARDING REPLACEMENT OF LENDERS.

         In the event a Lender does not consent to (or is deemed to have
rejected) a Renewal Term proposed by Lessee in accordance with Section 2.2 of
the Lease, the Lessee shall have the right to replace such a Lender as a party
to this Agreement and the other relevant Operative Agreements, the Lessee may,
upon notice to such Lender and the Agent, replace such Lender by causing such
Lender to assign its Lender Commitment, if any, and its Loan (with the
assignment fee to be paid by the Lessee in such instance) pursuant to Section 10
hereof and Sections 9.7 and 9.8 of the Credit Agreement and the other applicable
terms and conditions in the Operative Agreements to one or more other Lenders or
eligible assignees procured by the Lessee. To the

                                       12



extent not paid by the replacement Lender, the Lessee shall (a) pay in full all
principal, interest, fees and other amounts owing to such Lender through the
date of replacement, (b) provide appropriate assurances and indemnities as each
replaced Lender may reasonably require with respect to the Operative Agreements,
and (c) release such Lender from its obligations under the Operative Agreements.
Any Lender being replaced and the replacement Lenders shall execute and deliver
an Assignment and Acceptance in the form of Exhibit B to the Credit Agreement
and take actions to comply with Section 10 hereof and Sections 9.7 and 9.8 of
the Credit Agreement and the other applicable terms and conditions in the
Operative Agreements.

                  SECTION 5B. LESSOR ADVANCE.

         5B.1.    PROCEDURE FOR LESSOR ADVANCE.

                  (a)      Upon receipt from Lessee by the Agent of a
         Requisition pursuant to Section 4.2, and subject to the terms and
         conditions of this Agreement, the Lessor shall make an Advance under
         the Lessor Commitment equal to seventy-five percent (75%) of the amount
         requested in such Requisition on the applicable Closing Date. The
         Lessor Advance shall be based on the Eurodollar Rate or the ABR, as
         designated by the Lessee in the Requisition.

                  (b)      Subject to Section 9 of this Participation Agreement,
         the extent that the Borrower shall have elected to terminate or reduce
         the amount of the Lender Commitments pursuant to Section 2.5(a) of the
         Credit Agreement, a pro rata election shall be deemed to have been made
         with respect to the Lessor Commitments. On any date on which the Lender
         Commitments shall be reduced to zero (0) as a result of a Credit
         Agreement Event of Default, the Lessor Commitments shall automatically
         be reduced to zero (0), and the Lessee shall prepay the Lessor Advances
         in full, together with accrued but unpaid Lessor Yield thereon and
         subject to Section 17.12 of the Lease, all other amounts owing to the
         Lessor under the Operative Agreements.

         5B.2.    LESSOR YIELD.

                  (a)      The Lessor Advance shall bear yield calculated at the
         rate of Lessor Yield applicable from time to time. The Lessee shall pay
         as Basic Rent to the Agent for distribution to the Lessor the Lessor
         Yield in arrears on each Scheduled Interest Payment Date or as
         otherwise provided herein or in Section 8.7 of this Agreement.

                  (b)      If all or a portion of Lessor Yield shall not be
         received by the Lessor (or the Agent on behalf of the Lessor) when due
         (whether at the stated maturity, by acceleration or otherwise), such
         overdue amount shall, without limiting the rights of the Lessor
         hereunder or under any other Operative Agreement, bear interest at the
         Lessor Overdue Rate, in each case from the date of nonpayment until
         paid (whether after or before judgment) and shall be paid upon demand.
         Upon the occurrence and during the continuation of any Event of
         Default, Lessor Yield shall be calculated at the Lessor Overdue Rate.

                                       13


         5B.3.    SCHEDULED RETURN OF LESSOR ADVANCE.

                  The outstanding amount of the Lessor Advance shall be due in
         full on the Expiration Date. On the Expiration Date, subject to the
         terms of this Agreement, the Lessor (or the Agent on behalf of the
         Lessor) shall receive from the Lessee as Basic Rent under the Lease the
         outstanding amount of the Lessor Advance then due, together with all
         accrued but unpaid Lessor Yield and all other amounts due to Lessor
         under the Operative Agreements.

         5B.4.    EARLY RETURN OF LESSOR ADVANCE.

                  (a)      Subject to Sections 11.2(e), 11.3 and 11.4 of this
         Agreement, the Lessor Advance may at any time and from time to time be
         prepaid by the Lessee as a payment of Supplemental Rent, in whole or in
         part, without premium or penalty, upon at least three (3) Business
         Days' irrevocable notice to the Agent, on behalf of the Lessor,
         specifying the date and amount of prepayment of the Lessor Advance.
         Upon receipt of such notice, the Agent shall promptly notify the Lessor
         thereof. If such notice is given, the amount specified in such notice
         shall be due and payable on the date specified therein. Amounts prepaid
         shall not be re-advanced.

                  (b) If on any date the Agent or the Lessor shall receive any
         payment in respect of (i) any Casualty, Condemnation or Environmental
         Violation pursuant to Sections 15.1(a) or 15.1(g) or Article XVI of the
         Lease (excluding any payments in respect thereof which are payable to
         Lessee in accordance with the Lease), or (ii) the Termination Value of
         any Property in connection with the delivery of a Termination Notice
         pursuant to Article XVI of the Lease, or (iii) the Termination Value of
         any Property or such other applicable amount in connection with the
         exercise of a Purchase Option under Article XX of the Lease or the
         exercise of the option of the Lessor to transfer the Properties to the
         Lessee pursuant to Section 20.3 of the Lease, then in each case, the
         Agent or the Lessor shall receive such payment to be distributed in
         accordance with Section 8.7(b) of this Agreement.

                  (c) Each prepayment of the Lessor Advances pursuant to Section
         5B.4(a) shall be allocated to reduce the Property Cost of each Property
         ratably based on the then current Property Cost of each Property
         immediately before giving effect to such prepayment. Each prepayment of
         the Lessor Advances pursuant to Section 5B.4(b) shall be allocated to
         reduce the Property Cost of the affected Property immediately before
         giving effect to such prepayment.

         5B.5.    CONVERSION AND CONTINUATION OPTIONS.

                  (a) Subject to Section 9 of the Participation Agreement, the
         Borrower may elect from time to time to convert Eurodollar Lessor
         Advances to ABR Lessor Advances by giving the Lessor at least three (3)
         Business Days' prior irrevocable notice of such election, provided,
         that any such conversion may only be made on the last day of an

                                       14


         Interest Period with respect thereto, and provided, further, to the
         extent an Event of Default has occurred and is continuing on the last
         day of any such Interest Period, the applicable Eurodollar Lessor
         Advances shall automatically be converted to ABR Lessor Advances.
         Subject to Section 9 of the Participation Agreement, the Borrower may
         elect from time to time to convert ABR Lessor Advances to Eurodollar
         Lessor Advances by giving the Lessor at least three (3) Business Days'
         prior irrevocable notice of such election. All or any part of
         outstanding Lessor Advance may be converted as provided herein,
         provided, that (i) no ABR Lessor Advance may be converted into a
         Eurodollar Lessor Advance after the date that is one (1) month prior to
         the Expiration Date and (ii) such notice of conversion regarding any
         Eurodollar Lessor Advance shall contain an election by the Lessee of an
         Interest Period for such Eurodollar Lessor Advance to be created by
         such conversion and such Interest Period shall be in accordance with
         the terms of the definition of the term "Interest Period" including
         without limitation subparagraphs (A) through (D) thereof.

                  (b) Any Eurodollar Lessor Advance may be continued as such
         upon the expiration of the then current Interest Period with respect
         thereto by the Lessee giving irrevocable notice to the Lessor, in
         accordance with the applicable notice provision for the conversion of
         ABR Lessor Advances to Eurodollar Lessor Advances set forth herein,
         provided, that no Eurodollar Lessor Advance may be continued as such
         after the date that is one (1) month prior to the Expiration Date,
         provided, further, no Eurodollar Lessor Advance may be continued as
         such if an Event of Default has occurred and is continuing as of the
         last day of the Interest Period for such Eurodollar Lessor Advance, and
         provided, further, that if the Lessee shall fail to give any required
         notice as described above or otherwise herein, then if no Event of
         Default has occurred and is continuing as of the last day of the
         Interest Period such Eurodollar Lessor Advance shall be continued as a
         Eurodollar Lessor Advance at the end of such Interest Period for an
         Interest Period of equal duration to the immediately preceding Interest
         Period, provided, further, if any continuation is not permitted
         pursuant to the preceding provisos, such Eurodollar Lessor Advance
         shall automatically be converted to an ABR Lessor Advance on the last
         day of such then expiring Interest Period.

         5B.6.    COMPUTATION OF LESSOR YIELD.

                  (a) Lessor Yield shall be calculated on the basis of a year of
         three hundred sixty (360) days for the actual days elapsed. Any change
         in the Lessor Yield resulting from a change in the Eurodollar Reserve
         Percentage shall become effective as of the opening of business on the
         day on which such change becomes effective.

                  (b) Pursuant to Section 12.12 of this Agreement, the
         calculation of Lessor Yield under this Section 5B.6 shall be made by
         the Agent. Each determination of Lessor Yield by the Agent shall be
         conclusive and binding in the absence of manifest error.

                  (c) If the Eurodollar Rate cannot be determined by the Agent
         in the manner specified in the definition of the term "Eurodollar
         Rate", then commencing on the Scheduled Interest Payment Date next
         occurring and continuing until such time as the

                                       15


         Eurodollar Rate can be determined by the Agent in the manner specified
         in the definition of such term, the outstanding Lessor Advance shall
         bear a yield at the ABR.

SECTION 16. REPRESENTATIONS AND WARRANTIES.

         16.1.    REPRESENTATIONS AND WARRANTIES OF THE BORROWER.

         The Borrower represents and warrants to each of the other parties
hereto that as of each Closing Date (except to the extent any such
representation or warranty relates to an earlier date):

                  (a)      It is a corporation duly organized and validly
         existing and in good standing under the laws of the State of North
         Carolina, is qualified to do business in each jurisdiction necessary to
         permit the Borrower to own and lease the Properties and perform its
         obligations under each of the Operative Agreements and has the power
         and authority to enter into and perform its obligations under each of
         the Operative Agreements to which it is or will be a party and each
         other agreement, instrument and document to be executed and delivered
         by it on or before such Closing Date in connection with or as
         contemplated by each such Operative Agreement to which the Borrower is
         or will be a party, and is a multi-purpose, Wholly-Owned Entity of
         Wachovia Corporation;

                  (b)      The execution, delivery and performance of each
         Operative Agreement to which it is or will be a party has been duly
         authorized by all necessary action on its part and neither the
         execution and delivery thereof, nor the consummation of the
         transactions contemplated thereby, nor compliance by it with any of the
         terms and provisions thereof (i) does or will require any approval or
         consent of any trustee or holders of any of its indebtedness or
         obligations or any other consent or approval that has not previously
         been obtained, (ii) does or will contravene any Legal Requirement,
         (iii) does or will contravene or result in any breach of or constitute
         any default under, or result in the creation of any Lien upon any of
         its property under, (A) its charter or by-laws, or (B) any indenture,
         mortgage, chattel mortgage, deed of trust, conditional sales contract,
         bank loan or credit agreement or other agreement or instrument to which
         it is a party or by which it or its properties may be bound or
         affected, which contravention, breach, default or Lien under clause (B)
         could reasonably be expected to materially and adversely affect its
         ability to perform its obligations under the Operative Agreements to
         which it is a party or would question the validity or enforceability of
         any of the Operative Agreements to which it is or will become a party
         or (iv) does or will require any Governmental Action by any
         Governmental Authority;

                  (c)      Each Operative Agreement to which the Borrower is or
         will be a party have been, or on or before such Closing Date will be,
         duly executed and delivered by the Borrower, and each Operative
         Agreement to which the Borrower is a party constitutes, or upon
         execution and delivery will constitute, a legal, valid and binding
         obligation enforceable against the Borrower in accordance with the
         terms thereof;

                                       16



                  (d)      There is no action or proceeding pending or, to its
         knowledge, threatened to which it is or will be a party before any
         Governmental Authority that, if adversely determined, would materially
         and adversely affect its ability to perform its obligations under the
         Operative Agreements to which it is a party or would question the
         validity or enforceability of any of the Operative Agreements to which
         it is or will become a party;

                  (e)      The Borrower has not assigned or transferred any of
         its right, title or interest in or under the Lease or its interest in
         any Property or any portion thereof, except in accordance with the
         Operative Agreements;

                  (f)      No Default or Event of Default under the Operative
         Agreements attributable to it has occurred and is continuing;

                  (g)      Except as otherwise contemplated in the Operative
         Agreements, the proceeds of the Advances shall not be applied by the
         Borrower for any purpose other than the purchase and/or lease of the
         Properties or to pay Transaction Expenses, payable by the Lessor under
         Section 7.1 of this Agreement;

                  (h)      Neither the Borrower nor any Person authorized by the
         Borrower to act on its behalf has offered or sold any interest in the
         Borrower's Interest or the Notes, or in any similar security relating
         to the Properties, or in any security the offering of which for the
         purposes of the Securities Act would be deemed to be part of the same
         offering as the offering of the aforementioned securities to, or
         solicited any offer to acquire any of the same from, any Person other
         than, in the case of the Notes, the Agent and the Lenders and neither
         the Borrower nor any Person authorized by the Borrower to act on its
         behalf will take any action which would subject, as a direct result of
         such action alone, the issuance or sale of any interest in the
         Borrower's Interest or the Notes to the provisions of Section 5 of the
         Securities Act or require the qualification of any Operative Agreement
         under the Trust Indenture Act of 1939, as amended;

                  (i)      The location of the Borrower for purposes of the UCC
         is North Carolina. The Borrower's principal place of business, chief
         executive office and office where the documents, accounts and records
         relating to the transactions contemplated by this Agreement and each
         other Operative Agreement are kept are located at One Wachovia Center,
         301 South College Street, Charlotte, North Carolina 28288;

                  (j)      The Borrower is not engaged principally in, and does
         not have as one (1) of its important activities, the business of
         extending credit for the purpose of purchasing or carrying any margin
         stock (within the meaning of Regulation U), and no part of the proceeds
         of the sale of the Notes or the Lessor Advance will be used by it to
         purchase or carry any margin stock or to extend credit to others for
         the purpose of purchasing or carrying any such margin stock or for any
         purpose that violates, or is inconsistent with, the provisions of
         Regulations T, U, or X;

                  (k) The Borrower is not an "investment company" or a company
         controlled by an "investment company" within the meaning of the
         Investment Company Act;

                                       17



                  (l)      Each Property is free and clear of all Lessor Liens
         attributable to the Lessor, and the execution, delivery and performance
         by the Lessor of this Agreement or any other Operative Agreement to
         which Lessor is a party will not subject any of the Properties, or any
         portion thereof, to any Lessor Lien (other than those created by or
         pursuant to the Operative Agreements);

                  (m)      The Borrower's true legal name as registered in the
         jurisdiction of its organization is "Wachovia Development Corporation"
         and its Federal Employer Identification Number is 56-1610288. During
         the five (5) year period immediately prior to the Initial Closing Date,
         the true legal name of the Borrower has not been other than "Wachovia
         Development Corporation" or "First Union Development Corporation". The
         Borrower does not use, or transact and has not used, or transacted
         within the five (5) years immediately prior to the Initial Closing Date
         any business under, any trade name other than its current or prior
         legal name referenced in the preceding sentence;

                  (n)      The Borrower has filed all tax returns and all other
         material reports that are required under applicable Law to be filed by
         it and has paid all taxes or other charges of any Governmental
         Authority due pursuant to such returns or other reports, except for any
         taxes or other charges that are being diligently contested in good
         faith by appropriate proceedings and for which adequate reserves have
         been set aside on the books and records of the Borrower;

                  (o)      The unaudited balance sheet of the Borrower as of
         March 31, 2003, copies of which have been delivered to the Agent, and
         to the Lessee, fairly present, in conformity with sound accounting
         principles, the financial condition of the Borrower on such date;

                  (p)      Since March 31, 2003, there has been no event, act,
         condition or occurrence having a material adverse effect upon the
         financial condition, operations, performance or properties, in the
         aggregate, of the Borrower, or the ability of the Borrower to perform
         in any material respect its obligations under the Operative Agreements;
         and

                  (q)      To the Borrower's knowledge, the facts disclosed in
         the applicable letter from the Borrower to the Lessee regarding certain
         matters of the Borrower (including Attachment C thereto, but excluding
         Attachments A and B thereto), substantially in the form of mutually
         agreed upon by the Borrower and the Lessee on or prior the Initial
         Closing Date, were (as of the date referenced therein) true, correct
         and complete in all material respects.

         16.2.    REPRESENTATIONS AND WARRANTIES OF THE LESSEE.

         Lessee represents and warrants to each of the other parties hereto that
as of each Closing Date (except to the extent that any such representation or
warranty relates to an earlier date):

                                       18



                  (a)      [RESERVED];

                  (b)      (i)      Each of the Lessee and its Subsidiaries is a
                  corporation duly organized and validly existing and in good
                  standing under the laws of the state of its formation and the
                  Lessee has the power and authority to enter into and perform
                  its obligations under the Operative Agreements to which it is
                  a party and has the corporate power and authority to act as
                  the Lessee, and to enter into and perform the obligations
                  under each of the other Operative Agreements to which it is a
                  party or will be a party and each other agreement, instrument
                  and document to be executed and delivered by it on or before
                  such date in connection with or as contemplated by each such
                  Operative Agreement to which it is a party or will be a party;

                           (ii)     The execution and delivery by the Lessee of
                  this Agreement and the other applicable Operative Agreements
                  as of such date and the performance by the Lessee of its
                  obligations under this Agreement and the other applicable
                  Operative Agreements are within the corporate powers of
                  Lessee, have been duly authorized by all necessary corporate
                  action on the part of the Lessee (including without limitation
                  any necessary shareholder action), have been duly executed and
                  delivered, have received all necessary governmental approval,
                  and do not and will not (A) violate any Legal Requirement
                  which is binding on the Lessee or any of its Subsidiaries, (B)
                  contravene or conflict with, or result in a breach of, any
                  provision of the Restated Certificate of Incorporation,
                  Restated By-Laws or other organizational documents of the
                  Lessee or any of its Subsidiaries or of any agreement,
                  indenture, instrument or other document which is binding on
                  the Lessee or any of its Subsidiaries or (C) result in, or
                  require, the creation or imposition of any Lien (other than
                  pursuant to the terms of the Operative Agreements) on any
                  asset of the Lessee or any of its Subsidiaries;

                  (c)      This Agreement and the other applicable Operative
         Agreements to which the Lessee is a party, executed prior to and as of
         such date, constitute the legal, valid and binding obligation of the
         Lessee enforceable against the Lessee in accordance with their terms.
         The Lessee has executed the various Operative Agreements required to be
         executed as of such date;

                  (d)      There are no material actions, suits or proceedings
         pending or, to our knowledge, threatened against the Lessee in any
         court or before any Governmental Authority (nor shall any order,
         judgment or decree have been issued or proposed to be issued by any
         Governmental Authority to set aside, restrain, enjoin or prevent the
         full performance of any Operative Agreement or any transaction
         contemplated thereby) that (i) concern any Property or the Lessee's
         interest therein, (ii) question the validity or enforceability of any
         Operative Agreement or any transaction described in the Operative
         Agreements or (iii) shall have or could reasonably be expected to have
         a Material Adverse Effect;

                                       19



                  (e)      No Governmental Action by any Governmental Authority
         or other authorization, registration, consent, approval, waiver, notice
         or other action by, to or of any other Person pursuant to any Legal
         Requirement, contract, indenture, instrument or agreement or for any
         other reason is required to authorize or is required in connection with
         (i) the execution, delivery or performance of any Operative Agreement,
         (ii) the legality, validity, binding effect or enforceability of any
         Operative Agreement, (iii) the acquisition, ownership, construction,
         completion, occupancy, operation, leasing or subleasing of any Property
         or (iv) any Advance, in each case, except those which have been
         obtained and are in full force and effect;

                  (f)      Upon the execution and delivery of each Lease
         Supplement to the Lease, (i) the Lessee will have unconditionally
         accepted the Property subject to the Lease Supplement and will have a
         valid and subsisting leasehold interest in such Property, subject only
         to the Permitted Liens, and (ii) no offset will exist with respect to
         any Rent or other sums payable under the Lease;

                  (g)      Except as otherwise contemplated by the Operative
         Agreements, the Lessee shall not use the proceeds of any Lessor Advance
         or Loan for any purpose other than the purchase and/or lease of the
         Properties, the acquisition, installation and testing of the Equipment,
         the construction of Improvements and the payment of Transaction
         Expenses referenced in Sections 7.1(a) and 7.1(b) of this Agreement
         with respect to a particular Property;

                  (h)      All information heretofore or contemporaneously
         herewith furnished by the Parent or any of its Subsidiaries to the
         Agent or any Primary Financing Party for purposes of or in connection
         with this Agreement and the transactions contemplated hereby is, and
         all information hereafter furnished by or on behalf of the Lessee or
         any of its Subsidiaries to the Agent or any Primary Financing Party
         pursuant hereto or in connection herewith will be, true and accurate in
         every material respect on the date as of which such information is
         dated or certified, and such information, taken as a whole, does not
         and will not omit to state any material fact necessary to make such
         information, taken as a whole, not misleading;

                  (i)      The location of the Lessee for purposes of the UCC is
         Delaware. The principal place of business, chief executive office and
         office of the Lessee where the documents, accounts and records relating
         to the transactions contemplated by this Agreement and each other
         Operative Agreement are kept are located at 11808 Miracle Hills Drive,
         Omaha, Douglas County, Nebraska 68154;

                  (j)      The representations and warranties of the Lessee set
         forth in any of the Operative Agreements are true and correct in all
         material respects on and as of each such date as if made on and as of
         such date. The Lessee is in all material respects in compliance with
         its obligations under the Operative Agreements and there exists no
         Default or Event of Default under any of the Operative Agreements which
         is continuing and which has not been cured within any cure period
         expressly granted under the terms of the applicable Operative Agreement
         or otherwise waived in accordance with the

                                       20



         applicable Operative Agreement. No Default or Event of Default will
         occur under any of the Operative Agreements as a result of, or after
         giving effect to, the Advance requested by the Requisition on the date
         of each Advance;

                  (k)      Each Property to be financed consists of Land and
         existing Improvements thereon which Improvements are suitable for
         occupancy at the time of acquisition or ground leasing. Each Property
         to be financed is located at the location set forth on the applicable
         Requisition, each of which is in one (1) of the Approved States;

                  (l)      The Lessor has good and marketable fee simple title
         to each Property, or, if any Property is the subject of a Ground Lease,
         the Lessor has a valid ground leasehold interest enforceable against
         the ground lessor of such Property in accordance with the terms of such
         Ground Lease, subject only to (i) such Liens referenced in Sections
         6.2(r)(i) and 6.2(r)(ii) on the applicable Closing Date respecting each
         such Property and (ii) Permitted Liens after the Closing Date;

                  (m)      No portion of any Property is located in an area
         identified as a special flood hazard area by the Federal Emergency
         Management Agency or other applicable agency, or if any such Property
         is located in an area identified as a special flood hazard area by the
         Federal Emergency Management Agency or other applicable agency, then
         flood insurance has been obtained for such Property in accordance with
         Section 14.2(b) of the Lease and in accordance with the National Flood
         Insurance Act of 1968, as amended;

                  (n)      Each Property complies with all Insurance
         Requirements and all standards of Lessee with respect to similar
         properties owned by Lessee;

                  (o)      Each Property complies with all Legal Requirements as
         of such date (including without limitation all zoning and land use laws
         and Environmental Laws), except to the extent that failure to comply
         therewith, individually or in the aggregate, shall not have and could
         not reasonably be expected to have a Material Adverse Effect;

                  (p)      All utility services and facilities necessary for the
         operation of the Improvements and the operation of the Equipment
         regarding each Property (including without limitation gas, electrical,
         water and sewage services and facilities) are available at the
         applicable Land;

                  (q)      Acquisition, installation and testing of the
         Equipment and construction of the Improvements have been performed in a
         good and workmanlike manner;

                  (r)      (i)      The Security Documents create, as security
                  for the Obligations (as such term is defined in the Security
                  Agreement), valid and enforceable security interests in, and
                  Liens on, all of the Collateral, in favor of the Agent, for
                  the ratable benefit of the Secured Parties, as their
                  respective interests appear in the Operative Agreements, and
                  such security interests and Liens are subject to no other
                  Liens other than Permitted Liens. Upon recordation of the
                  Mortgage

                                       21



                  Instrument in the real estate recording office in the
                  applicable Approved State identified by the Lessee, the Lien
                  created by the Mortgage Instrument in the real property
                  described therein shall be a perfected first priority mortgage
                  Lien, subject to no Liens other than Permitted Liens, on such
                  real property (or, in the case of a Ground Lease, the
                  leasehold estate under such Ground Lease) in favor of the
                  Agent, for the ratable benefit of the Secured Parties, as
                  their respective interests appear in the Operative Agreements.
                  To the extent that the security interests in the portion of
                  the Collateral comprised of personal property can be perfected
                  by filing in the filing offices in the applicable Approved
                  States or elsewhere identified by the Lessee, upon filing of
                  the Lender Financing Statements in such filing offices, the
                  security interests created by the Security Agreement shall be
                  perfected first priority security interests, subject to no
                  Liens other than Permitted Liens, in such personal property in
                  favor of the Agent, for the ratable benefit of the Secured
                  Parties, as their respective interests appear in the Operative
                  Agreements;

                           (ii)     The Lease Agreement, together with the
                  applicable Lease Supplement, creates, as security for the
                  obligations of the Lessee under the Lease Agreement, valid and
                  enforceable security interests in, and Liens on, each Property
                  leased thereunder, in favor of the Lessor, and such security
                  interests and Liens are subject to no other Liens other than
                  Permitted Liens. Upon recordation of the memorandum of the
                  Lease Agreement and the memorandum of a Ground Lease (or, in
                  either case, a short form lease) in the real estate recording
                  office in the applicable Approved State identified by the
                  Lessee, the Lien created by the Lease Agreement in the real
                  property described therein shall be a perfected first priority
                  mortgage Lien, subject to no Liens other than Permitted Liens,
                  on such real property (or, in the case of a Ground Lease, on
                  the leasehold estate under such Ground Lease) in favor of the
                  Agent, for the ratable benefit of the Secured Parties, as
                  their respective interests appear in the Operative Agreements.
                  To the extent that the security interests in the portion of
                  any Property comprised of personal property can be perfected
                  by the filing in the filing offices in the applicable Approved
                  State or elsewhere identified by the Lessee upon filing of the
                  Lessor Financing Statements in such filing offices, a security
                  interest created by the Lease Agreement shall be perfected
                  first priority security interests, subject to no Liens other
                  than Permitted Liens, in such personal property in favor of
                  the Lessor, which rights pursuant to the Lessor Financing
                  Statements are assigned to the Agent, for the ratable benefit
                  of the Secured Parties, as their respective interests appear
                  in the Operative Agreements;

                  (s)      Each Property has been improved in a good and
         workmanlike manner and is operational;

                  (t) Each Property has been acquired or ground leased pursuant
         to a Ground Lease at a price that is not in excess of fair market value
         or fair market rental value, as the case may be;

                                       22


                  (u)      [RESERVED];

                  (v)      All Material Licenses that are required have been
         obtained or exist and are in full force and effect.

                  (w)      All Financial Statements furnished to the Primary
         Financing Parties or the Agent by any Credit Party are complete and
         correct, have been prepared in accordance with GAAP and fairly reflect
         the financial condition and results of the operations of the Credit
         Party and their related entities represented therein as of the dates
         and for the periods stated therein;

                  (x)      Since the date of the most recent Financial
         Statements delivered to any of the Financing Parties, there has been no
         change which could have a Material Adverse Effect;

                  (y)      [RESERVED];

                  (z)      Neither the Lessee nor any Subsidiary thereof has any
         guaranties outstanding other than pursuant to the Guarantor Credit
         Agreement and the Operative Agreements, nor will the Lessee or any
         Subsidiary thereof enter into any guaranties, for the obligations of
         any non-Subsidiary third parties;

                  (aa)     Each of the Lessee and its Subsidiaries has filed or
         caused to be filed all tax reports and returns required to be filed by
         each of them with any Governmental Authority, except where extensions
         have been properly obtained and have paid or made adequate provision
         for the payment of all taxes, assessments, fees and other charges by
         any Governmental Authority which are due and payable, except such
         taxes, assessments, fees and other charges, if any, as are being
         diligently contested in good faith by appropriate proceedings and as to
         which the Lessee or any Subsidiary thereof has established adequate
         reserves in conformity with GAAP on the books of the Lessee or any
         Subsidiary thereof. No Lien for any such taxes, assessments, fees or
         other charges has been filed, and no claims are being asserted with
         respect to any such taxes, assessments, fees or other charges which, if
         adversely determined, could reasonably be expected to have a Material
         Adverse Effect;

                  (bb)     None of the Operative Agreements or the Financial
         Statements, or any statement, list, certificate or other information
         furnished or to be furnished by the Lessee or any Subsidiary thereof to
         the Financing Party in connection with the Operative Agreements or any
         of the transactions contemplated thereby, contains or will contain any
         untrue statement of a material fact or omits or will omit to state a
         material fact necessary to make the statements contained therein, in
         light of the circumstances in which they are made, not misleading. Each
         of the Lessee and each Subsidiary thereof has affirmatively disclosed
         to the Financing Parties all circumstances regarding its business,
         operations, property, financial condition or business prospects that
         are likely to have a Material Adverse Effect;

                                       23



                  (cc)     [RESERVED]; and

                  (dd)     The true legal name of the Lessee as registered in
         the jurisdiction of its organization is and has been for at least five
         (5) years or, if less, since its formation "West Facilities
         Corporation" and its Federal Employer Identification number is
         36-4516927. The Lesser does not use or transact, and has not used or
         transacted within the five (5) years immediately prior to the Initial
         Closing Date or, if less, since its formation, any business under any
         trade name other than its legal name.

         6.3      ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE CREDIT
                  PARTIES.

         To induce the Primary Financing Parties to enter into the Operative
Agreements and to make the Loans and the Lessor Advance contemplated by the
Operative Agreements, the Credit Parties hereby represent and warrant to the
Agent and to each Primary Financing Party that:

                  (a)      The Lessee or the Parent has heretofore delivered to
         the Primary Financing Parties, at the Primary Financing Parties'
         request, the following financial statements and information: (a)
         audited consolidated financial statements of the Parent and its
         subsidiaries for the fiscal years 2000, 2001 and 2002, consisting of
         balance sheets and the related consolidated and consolidating
         statements of income, stockholders' equity and cash flows for such
         period, (b) audited consolidated financial statements of the Acquired
         Company and its subsidiaries for the fiscal years 2000 and 2001 (and,
         with respect to the subsidiaries of the Acquired Company, for the
         fiscal year 2002), consisting of balance sheets and the related
         consolidated and consolidating statements of income, stockholders'
         equity and cash flows for such period, (c) unaudited consolidated
         financial statements of the Parent and its subsidiaries through the
         most recently available quarterly period ending prior to the Closing
         Date, consisting of a balance sheet and the related consolidated and
         consolidating statements of income, stockholders' equity and cash flows
         for the period ending on such date, (d) a pro forma consolidated
         balance sheet of the Parent and its subsidiaries as of March 31, 2003
         and (e) four-year projections for the Parent and its subsidiaries, all
         in form and substance satisfactory to the Agent and certified by the
         chief financial officer of the Parent that they fairly present the
         financial condition of the Parent and its subsidiaries as of the dates
         indicated and that (i) with respect to the audited and unaudited
         financial statements, the results of their operations and their cash
         flows for the periods indicated, subject to changes resulting from
         audit and normal year-end adjustments, and (ii) with respect to the pro
         forma balance sheet and the projections, were prepared in good faith
         based upon reasonable assumptions;

                  (b)      Since December 31, 2002 (and after delivery of annual
         audited financial statements in accordance with Section 8A.1(a), from
         the date of the most recently delivered annual audited financial
         statements), there has been no change which could reasonably be
         expected to have a GCA Material Adverse Effect;

                  (c)      Each of the Credit Parties is in compliance with all
         Requirements of Law except to the extent that the failure to comply
         therewith could not, in the aggregate, reasonably be expected to have a
         GCA Material Adverse Effect;

                                       24


                  (d)      There are no material actions, suits or proceedings
         pending or, to our knowledge, threatened against any Credit Party in
         any court or before any Governmental Authority (nor shall any order,
         judgment or decree have been issued or proposed to be issued by any
         Governmental Authority to set aside, restrain, enjoin or prevent the
         full performance of any Operative Agreement or any transaction
         contemplated thereby) that (i) concern any GCA Property or a Credit
         Party's interest therein, (ii) question the validity or enforceability
         of any Operative Agreement or any transaction described in the
         Operative Agreements or (iii) could reasonably be expected to have a
         material adverse effect on (A) the business of the Parent and its GCA
         Subsidiaries taken as a whole or (B) the ability of the Parent or any
         other Credit Party to perform its obligations, when such obligations
         are required to be performed, under this Participation Agreement, or
         any of the other Operative Agreements;

                  (e)      Neither the Parent nor any other Credit Party is an
         "investment company", or a company "controlled" by an "investment
         company", within the meaning of the Investment Company Act of 1940, as
         amended. Neither the Parent nor any other Credit Party is a subject to
         regulation under the Public Utility Holding Company Act of 1935, as
         amended, the Federal Power Act, the Interstate Commerce Act, or any
         federal or state statute or regulation limiting its ability to incur
         the Credit Party obligations or the obligations of any Credit Party
         under the Operative Agreements;

                  (f)      No part of the proceeds of any Loan or Lessor Advance
         hereunder will be used directly or indirectly for any purpose which
         violates, or which would be inconsistent with, the provisions of
         Regulation T, U or X of the Board of Governors of the Federal Reserve
         System as now and from time to time hereafter in effect. The Parent and
         the GCA Subsidiaries taken as a group do not own "margin stock" except
         as identified in the financial statements referred to in Section 6.3(a)
         and the aggregate value of all "margin stock" owned by the Parent and
         the GCA Subsidiaries taken as a group does not exceed 25% of the value
         of their assets;

                  (g)      Neither a Reportable Event nor an "accumulated
         funding deficiency" (within the meaning of Section 412 of the Code or
         Section 302 of ERISA) has occurred during the five-year period prior to
         the date on which this representation is made or deemed made with
         respect to any Plan, and each Plan has complied in all material
         respects with the applicable provisions of ERISA and the Code, except
         to the extent that any such occurrence or failure to comply would not
         reasonably be expected to have a GCA Material Adverse Effect. No
         termination of a Single Employer Plan has occurred resulting in any
         liability that has remained underfunded, and no GCA Lien in favor of
         the PBGC or a Plan has arisen, during such five-year period which could
         reasonably be expected to have a GCA Material Adverse Effect. The
         present value of all accrued benefits under each Single Employer Plan
         (based on those assumptions used to fund such Plans) did not, as of the
         last annual valuation date prior to the date on which this
         representation is made or deemed made, exceed the value of the assets
         of such Plan allocable to such accrued benefits by an amount which, as
         determined in accordance with GAAP, could reasonably be expected to
         have a GCA Material Adverse Effect. Neither

                                       25



         the Parent nor any Commonly Controlled Entity is currently subject to
         any liability for a complete or partial withdrawal from a Multiemployer
         Plan which could reasonably be expected to have a GCA Material Adverse
         Effect;

                  (h)      The facilities and properties owned, leased or
         operated by the Parent and the other Credit Parties or any of the GCA
         Subsidiaries (the "GCA Properties") do not contain any Materials of
         Environmental Concern in amounts or concentrations which (i) constitute
         a material violation of, or (ii) could give rise to material liability
         under, any Environmental Law;

                  (i)      The GCA Properties and all operations of the Parent
         and the other Credit Parties and/or the GCA Subsidiaries at the GCA
         Properties are in compliance, and have in the last five years been in
         compliance, in all material respects with all applicable Environmental
         Laws, and there is no material contamination at, under or about the GCA
         Properties or material violation of any Environmental Law with respect
         to the GCA Properties or the business operated by the Parent and the
         other Credit Parties or any of the GCA Subsidiaries (the "Business");

                  (j)      Neither the Parent nor any of the other Credit
         Parties has received any written or actual notice of violation, alleged
         violation, non-compliance, liability or potential liability regarding
         environmental matters or compliance with Environmental Laws with regard
         to any of the GCA Properties or the Business, nor does the Parent or
         any of the other Credit Parties nor any of the GCA Subsidiaries have
         knowledge or reason to believe that any such notice will be received or
         is being threatened;

                  (k)      Materials of Environmental Concern have not been
         transported or disposed of from the GCA Properties in material
         violation of, or in a manner or to a location which could give rise to
         material liability under any Environmental Law, nor have any Materials
         of Environmental Concern been generated, treated, stored or disposed of
         at, on or under any of the GCA Properties in material violation of, or
         in a manner that could give rise to material liability under, any
         applicable Environmental Law;

                  (l)      No judicial proceeding or governmental or
         administrative action is pending or, to the knowledge of the Parent and
         the other Credit Parties, threatened, under any Environmental Law to
         which the Parent or any other Credit Party or any GCA Subsidiary is or
         will be named as a party with respect to the GCA Properties or the
         Business that would have or would reasonably be expected to have a GCA
         Material Adverse Effect, nor are there any consent decrees or other
         decrees, consent orders, administrative orders or other orders, or
         other administrative or judicial requirements outstanding under any
         Environmental Law with respect to the GCA Properties or the Business
         that, if violated, would have or would reasonably be expected to have a
         GCA Material Adverse Effect;

                  (m)      There has been no release or threat of release of
         Materials of Environmental Concern at or from the GCA Properties, or
         arising from or related to the operations of the Parent or any other
         Credit Party or any GCA Subsidiary in connection

                                       26



         with the GCA Properties or otherwise in connection with the Business,
         in material violation of or in amounts or in a manner that could give
         rise to material liability under Environmental Laws;

                  (n)      Set forth on Schedule 2 hereto is a complete and
         accurate list of all subsidiaries of the Credit Parties. Information on
         the attached Schedule 2 includes the following: (i) state of
         incorporation; (ii) the number of shares of each class of Capital Stock
         or other equity interests outstanding; (iii) the number and percentage
         of outstanding shares of each class of stock; and (iv) the number and
         effect, if exercised, of all outstanding options, warrants, rights of
         conversion or purchase and similar rights. The outstanding Capital
         Stock and other equity interests of all such subsidiaries is validly
         issued, fully paid and non-assessable and is owned, free and clear of
         all GCA Liens (other than those arising under or contemplated in
         connection with the Operative Agreements or the GCA Credit Documents);

                  (o)      Each Credit Party and its GCA Subsidiaries has good
         and marketable fee simple title to all of its respective assets, or if
         any GCA Property is leased by a Credit Party or a GCA Subsidiary, it
         has a valid leasehold interest enforceable against the ground lessor of
         such GCA Property in accordance with the terms of such lease, and none
         of such assets is subject to any GCA Lien other than GCA Permitted
         Liens;

                  (p)      Except as otherwise permitted under Section 8B.1, the
         Parent and the GCA Subsidiaries have no Indebtedness;

                  (q)      Each of the Credit Parties and each GCA Subsidiary
         thereof has filed or caused to be filed all tax reports and returns
         required to be filed by each of them with any Governmental Authority,
         except where extensions have been properly obtained and have paid or
         made adequate provision for the payment of all taxes, assessments, fees
         and other charges by any Governmental Authority which are due and
         payable, except such taxes, assessments, fees and other charges, if
         any, as are being diligently contested in good faith by appropriate
         proceedings and as to which the applicable Credit Party or GCA
         Subsidiary thereof has established adequate reserves in conformity with
         GAAP on the books of such Credit Party or GCA Subsidiary. No GCA Lien
         for any such taxes, assessments, fees or other charges has been filed,
         and no claims are being asserted with respect to any such taxes,
         assessments, fees or other charges which, if adversely determined,
         could have a GCA Material Adverse Effect;

                  (r)      The fair saleable value of each Credit Party's
         assets, measured on a going concern basis, exceeds all probable
         liabilities, including those to be incurred pursuant to the Operative
         Agreements. None of the Credit Parties (i) has unreasonably small
         capital in relation to the business in which it is or proposes to be
         engaged or (ii) has incurred, or believes that it will incur after
         giving effect to the transactions contemplated by the Operative
         Agreements, debts beyond its ability to pay such debts as they become
         due;

                  (s)      All Investments of each of the Parent and the GCA
         Subsidiaries are Permitted Investments;

                                       27



                  (t)      Set forth on Schedule 3 is a list of the GCA
         Properties of the Parent and the GCA Subsidiaries with street address,
         county and state where located. Set forth on Schedule 4 is the chief
         executive office and principal place of business of each of the Parent
         and the GCA Subsidiaries. Schedule 3 and Schedule 4 may be updated from
         time to time by the Parent to include new properties or locations by
         giving written notice thereof to the Agent;

                  (u)      None of the Parent or any of the GCA Subsidiaries is
         a party to any agreement or instrument or subject to any other
         obligation or any charter or corporate restriction or any provision of
         any applicable law, rule or regulation which, individually or in the
         aggregate, could reasonably be expected to have a GCA Material Adverse
         Effect;

                  (v)      None of the Parent or any of the GCA Subsidiaries has
         any obligation to any Person in respect of any finder's, broker's,
         investment banking or other similar fee in connection with any of the
         transactions contemplated under the Operative Agreements other than the
         closing and other fees payable pursuant to this Participation
         Agreement;

                  (w)      There are no collective bargaining agreements or
         Multiemployer Plans covering the employees of the Parent or any of the
         GCA Subsidiaries as of the Closing Date, other than as set forth in
         Schedule 5 hereto, and none of the Parent or any of the GCA
         Subsidiaries (i) has suffered any strikes, walkouts, work stoppages or
         other material labor difficulty within the last five years, other than
         as set forth in Schedule 5 hereto or (ii) has knowledge of any
         potential or pending strike, walkout or work stoppage;

                  (x)      The GCA Security Documents create valid security
         interests in, and GCA Liens on, the Collateral purported to be covered
         thereby, which security interests and GCA Liens are currently (or will
         be, upon the filing of appropriate financing statements in favor of the
         Agent, on behalf of the Primary Financing Parties) perfected security
         interests and GCA Liens, prior to all other GCA Liens other than GCA
         Permitted Liens;

                  (y)      [RESERVED];

                  (z)      All registration statements, reports, proxy
         statements and other documents, if any, required to be filed by the
         Lessee, its Subsidiaries, the Credit Parties and the GCA Subsidiaries
         with the Securities and Exchange Commission pursuant to the Securities
         Act of 1933 and the Securities Exchange Act of 1934, as amended, have
         been filed, and such filings are complete and accurate and contain no
         untrue statements of material fact or omit to state any material facts
         required to be stated therein or necessary in order to make the
         statements therein not misleading.

                  (aa)     None of the Lessee, or any Subsidiary thereof, Credit
         Parties or any of the GCA Subsidiaries has breached or violated, or is
         in default under, any Material Agreement or has defaulted in making any
         payment when due with respect to money

                                       28



         borrowed by such Lessee, or any Subsidiary thereof, Credit Party or GCA
         Subsidiary under any Material Agreement; and

                  (bb)     The insurance certificates evidencing liability,
         casualty and business interruption insurance coverage of the Credit
         Parties and the GCA Subsidiaries have been delivered to the Agent and
         such insurance coverage is on terms and in coverage amounts comparable
         to the industry standard applicable to the assets and operations of the
         Credit Parties and the GCA Subsidiaries.

SECTION 17. PAYMENT OF CERTAIN EXPENSES.

         17.1.    TRANSACTION EXPENSES.

                  (a)      The Lessor agrees on the Initial Closing Date, to
         pay, or cause to be paid, all Transaction Expenses arising from the
         Initial Closing Date, including without limitation all reasonable fees,
         expenses and disbursements of the various legal counsels for the Lessor
         and the Agent in connection with the transactions contemplated by the
         Operative Agreements and incurred in connection with such Initial
         Closing Date, the reasonable out-of-pocket expenses of the Lessor due
         and payable on such Initial Closing Date, all fees, taxes and expenses
         for the recording, registration and filing of documents and all other
         reasonable fees, expenses and disbursements incurred in connection with
         such Initial Closing Date; provided, however, the Lessor shall pay such
         amounts described in this Section 7.1(a) only if (i) such amounts are
         properly described in a Requisition delivered on or before the Initial
         Closing Date, and (ii) funds are made available by the Lessor and the
         Lenders in connection with such Requisition in an amount sufficient to
         allow such payment. On the Initial Closing Date after delivery and
         receipt of the Requisition referenced in Section 4.2 hereof and
         satisfaction of the other conditions precedent for such date, the
         Lessor shall make a Lessor Advance and the Lenders shall make Loans to
         the Lessor to enable the Lessor to pay for the Transaction Expenses
         referenced in this Section 7.1(a). The Lessee agrees to timely pay all
         amounts referred to in this Section 7.1(a) to the extent the Lessor is
         not required to pay such amounts.

                  (b)      Assuming no Default or Event of Default shall have
         occurred and be continuing, the Lessor agrees to pay, or cause to be
         paid, on each Property Closing Date (i) all Transaction Expenses
         including without limitation all reasonable fees, expenses and
         disbursements of the various legal counsels for the Lessor and the
         Agent in connection with the transactions contemplated by the Operative
         Agreements and billed in connection with such Advance, (ii) all amounts
         described in Section 7.1(a) which have not been previously paid, (iii)
         the fees and reasonable out-of-pocket expenses of the Lessor, (iv) all
         fees, expenses and disbursements incurred with respect to the various
         items referenced in Section 5.3 (including without limitation any
         premiums for title insurance policies and charges for any updates to
         such policies), (v) all other reasonable fees, expenses and
         disbursements in connection with such Advance including without
         limitation all expenses relating to and all fees, taxes and expenses
         for the recording, registration and filing of documents and (vi) all
         fees, expenses and costs referenced in

                                       29


         Sections 7.3(a), 7.3(b) and 7.3(d); provided, however, the Lessor shall
         pay such amounts described in this Section 7.1(b) only if (i) such
         amounts are properly described in a Requisition delivered on the
         applicable date and (ii) funds are made available by the Lenders and
         the Lessor in connection with such Requisition in an amount sufficient
         to allow such payment. On each Property Closing Date, after delivery of
         the applicable Requisition and satisfaction of the other conditions
         precedent for such date, the Lessor shall make a Lessor Advance and the
         Lenders shall make Loans to the Lessor to pay for the Transaction
         Expenses referenced in this Section 7.1(b). The Lessee agrees to timely
         pay all amounts referred to in this Section 7.1(b) to the extent not
         paid by the Lessor.

                  (c)      All fees payable pursuant to the Operative Agreements
         shall be calculated on the basis of a year of three hundred sixty (360)
         days for the actual days elapsed.

         17.2.    BROKERS' FEES.

         The Lessee agrees to pay or cause to be paid all brokers' fees, if any,
including without limitation any interest and penalties thereon, which are
payable in connection with the transactions contemplated by this Agreement and
the other Operative Agreements.

         17.3.    CERTAIN FEES AND EXPENSES.

         To the extent not duplicative of amounts funded by an Advance on a
Closing Date, the Lessee agrees to pay or cause to be paid (a) all reasonable
expenses of the Lessor (including without limitation reasonable counsel fees and
expenses); (b) all reasonable costs and expenses incurred by the Lessee, the
Agent or any Primary Financing Party in entering into any Lease Supplement and
any future amendments, modifications, supplements, restatements and/or
replacements with respect to any of the Operative Agreements, whether or not
such Lease Supplement, amendments, modifications, supplements, restatements
and/or replacements are ultimately entered into, or giving or withholding of
waivers of consents hereto or thereto, which have been requested by the Lessee,
the Agent or any Primary Financing Party; (c) all reasonable costs and expenses
incurred by the Lessee, the Agent or any Primary Financing Party in connection
with any exercise of remedies under any Operative Agreement or any purchase of
any Property by the Lessee or any third party; and (d) all reasonable costs and
expenses incurred by the Lessee, the Agent or any Primary Financing Party in
connection with any transfer or conveyance of any Property, whether or not such
transfer or conveyance is ultimately accomplished.

         17.4.    [RESERVED].

         17.5.    ADMINISTRATIVE FEE.

         The Lessee shall pay or cause to be paid an administrative fee to the
Agent (for its individual account) on the terms and conditions set forth in the
fee letter dated March 24, 2003 (the "Lessee Fee Letter") regarding the lease
financing addressed to the Parent (to the attention of Mr. Paul Mendlik, Chief
Financial Officer of the Parent) from the Agent and Wachovia Securities, Inc.
(executed by Mr. Weston R. Garrett, Vice President of the Agent and Wachovia

                                       30



Securities, Inc.). No additional administrative fee shall be paid with respect
to the sale of a participation interest by any Lender in the transactions
evidenced by the Operative Agreements.

         17.6.    UPFRONT FEE.

         The Lessee shall pay or cause to be paid to the Agent (for distribution
to the applicable Lenders) an upfront fee for each of the Lenders (excluding
Wachovia Capital Investments, Inc.) in accordance with the terms of the letter
dated on or about March 24, 2003 addressed to Mr. Paul Mendlik, Chief Financial
Officer of West Corporation from Wachovia Bank, National Association and
Wachovia Securities, Inc.

SECTION 18. OTHER COVENANTS AND AGREEMENTS.

         18.1.    COOPERATION WITH THE LESSEE.

         The Primary Financing Parties and the Agent shall, at the expense of
and to the extent reasonably requested by the Lessee (but without assuming
additional liabilities on account thereof and only to the extent such is
acceptable to the Primary Financing Parties and/or the Agent, as applicable, in
their reasonable discretion), cooperate with the Lessee in connection with the
Lessee satisfying its covenant obligations contained in the Operative Agreements
including without limitation at any time and from time to time, promptly and
duly executing and delivering any and all such further instruments, documents
and financing statements (and continuation statements related thereto).

         18.2.    COVENANTS OF THE LESSOR.

         The Lessor hereby agrees that so long as this Agreement is in effect:

                  (a)      The Lessor will not create or permit to exist at any
         time, and will, at its own cost and expense, promptly take such action
         as may be necessary duly to discharge, or to cause to be discharged,
         all Lessor Liens on the Properties attributable to it; provided,
         however, that the Lessor shall not be required to so discharge any such
         Lessor Lien while the same is being contested in good faith by
         appropriate proceedings diligently prosecuted so long as such
         proceedings shall not materially and adversely affect the rights of the
         Lessee under the Lease and the other Operative Agreements or involve
         any material danger of impairment of the Liens of the Security
         Documents or of the sale, forfeiture or loss of, and shall not
         interfere with the use or disposition of, any Property or title thereto
         or any interest therein or the payment of Rent;

                  (b)      The Lessor shall not (i) commence any case,
         proceeding or other action under any existing or future law of any
         jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
         reorganization, arrangement, winding-up, liquidation, dissolution,
         composition or other relief with respect to it or its debts, or (ii)
         seek appointment of a receiver, trustee, custodian or other similar
         official for all or any substantial benefit of the creditors of the
         Lessor; and the Lessor shall not take any action

                                       31



         in furtherance of, or indicating its consent to, approval of, or
         acquiescence in, any of the acts set forth in this paragraph;

                  (c)      The Lessor shall give prompt written notice to the
         Lessee, the Primary Financing Parties (other than the Lessor) and the
         Agent if the Lessor's location for purposes of the UCC shall cease to
         be North Carolina, or if the Lessor's principal place of business or
         chief executive office, or the office where the records concerning the
         accounts or contract rights relating to any Property are kept, shall
         cease to be located at One Wachovia Center, 301 South College Street,
         Charlotte, North Carolina 28288; and

                  (d)      The Lessor shall take or refrain from taking such
         actions and grant or refrain from granting such approvals with respect
         to the Operative Agreements and/or relating to any Property in each
         case as directed in writing by the Agent (until such time as the Loans
         are paid in full) or, in connection with Section 8.5 hereof, the
         Lessee; provided, however, that each of the Agent, the Primary
         Financing Parties (other than the Lessor) and the Lessee acknowledges,
         covenants and agrees that it will not instruct the Lessor to take any
         action in violation of the terms of any Operative Agreement.

                  (e)      Upon receipt by the Lessor from the Lessee, but in no
         event more often than once per fiscal quarter of the Lessor, of (i) a
         request to update the letter previously delivered by the Lessor
         regarding certain statements by the Lessor, regarding the Lessor's
         business and (ii) updated attachments A and B to such letter or such
         other information to be provided by any Credit Party, the Lessor shall
         deliver within a reasonable amount of time to the Lessee or an
         Affiliate of the Lessee such letter updated as of the Lessor's fiscal
         quarter most recently ended.

         18.3.     THE LESSEE COVENANTS, CONSENT AND ACKNOWLEDGMENT.

                  (a)      The Lessee acknowledges and agrees that the Borrower,
         pursuant to the terms and conditions of the Security Agreement, the
         Mortgage Instruments and certain of the other Security Documents, shall
         create Liens respecting the Properties (including without limitation
         the Land, Improvements and Equipment constituting such Properties)
         described therein in favor of the Agent. The Lessee hereby irrevocably
         consents to the creation, perfection and maintenance of such Liens. The
         Lessee shall, to the extent reasonably requested by any of the other
         parties hereto, cooperate with the other parties in connection with
         their covenants herein or in the other Operative Agreements and shall
         from time to time duly execute and deliver any and all such future
         instruments, documents and financing statements (and continuation
         statements related thereto) as any other party hereto may reasonably
         request.

                  (b)      The Lessor hereby instructs the Lessee, and the
         Lessee hereby acknowledges and agrees, that until such time as the
         Loans and the Lessor Advances are paid in full and the Liens evidenced
         by the Security Documents have been released (i) any and all Rent
         (excluding Excepted Payments and Supplemental Rent) and any and all
         other amounts of any kind or type under any of the Operative Agreements
         due and owing or payable to any Person shall instead be paid directly
         to the Agent (on behalf of

                                       32



         the Person entitled thereto; provided, that Excepted Payments and
         Supplemental Rent shall be paid directly to the Person entitled
         thereto) or as the Agent may direct from time to time for allocation
         and distribution in accordance with the procedures set forth in Section
         8.7 hereof, (ii) all rights of the Lessor under the Lease shall be
         exercised by the Agent and (iii) the Lessee shall cause all notices,
         certificates, financial statements, communications and other
         information which are delivered, or are required to be delivered, to
         the Lessor, to also be delivered to the Agent, as Lessor's agent.

                  (c)      The Lessee shall not consent to or permit any
         amendment, supplement or other modification of the terms or provisions
         of any Operative Agreement to which it is a party except in accordance
         with Section 12.4 of this Agreement.

                  (d)      The Lessee hereby covenants and agrees to cause an
         Appraisal or reappraisal (in form and substance reasonably satisfactory
         to the Agent and from an appraiser selected by the Agent) to be issued
         respecting each Property as requested by the Agent from time to time
         (i) at each and every time as such shall be required to satisfy any
         regulatory requirements imposed on the Agent and/or any Primary
         Financing Party and (ii) after the occurrence of a Lease Event of
         Default.

                  (e)      The Lessee hereby covenants and agrees that, except
         for amounts payable as Basic Rent, any and all payment obligations
         owing from time to time under the Operative Agreements by any Person to
         the Agent, any Primary Financing Party or any other Person shall
         (without further action) be deemed to be Supplemental Rent obligations
         payable by the Lessee. Without limitation, such obligations of the
         Lessee shall include the Supplemental Rent obligations pursuant to this
         Section 8.3(e), Section 3.3 of the Lease, arrangement fees,
         administrative fees, participation fees, upfront fees, unused fees,
         prepayment penalties, breakage costs, indemnities and transaction
         expenses incurred by the parties hereto in connection with the
         transactions contemplated by the Operative Agreements.

                  (f)      At any time the Lessor or the Agent is entitled under
         the Operative Agreements to possession of a Property or any component
         thereof, the Lessee hereby covenants and agrees, at its own cost and
         expense, to assemble and make the same available to the Agent (on
         behalf of the Lessor).

                  (g)      The Lessee hereby covenants and agrees that
         Non-Integral Equipment respecting any individual parcel of Property
         shall at no time constitute in excess of ten percent (10%) of the
         aggregate Advances respecting such parcel of Property funded at such
         time under the Operative Agreements.

                  (h)      The Lessee hereby covenants and agrees that each
         parcel of the Property shall be a Permitted Facility.

                  (i)      The Lessee hereby covenants and agrees that it shall
         give prompt notice to the Agent if the Lessee's location for purposes
         of the UCC shall cease to be Delaware, or if its principal place of
         business or chief executive office, or the office where the records

                                       33


         concerning the accounts or contract rights relating to any Property are
         kept, shall cease to be located at 11808 Miracle Hills Drive, Omaha,
         Douglas County, Nebraska 68154 or if it shall change its name.

                  (j) The Lessee shall promptly notify the Agent, or cause the
         Agent and each Primary Financing Party to be promptly notified, upon
         any Credit Party gaining knowledge of the occurrence of any Default or
         Event of Default which is continuing at such time.

                  (k) Until all of the obligations under the Operative
         Agreements have been finally and indefeasibly paid and satisfied in
         full and the Commitments terminated, unless consent has been obtained
         from the Majority Secured Parties, the Lessee will:

                           (i) preserve and maintain its corporate existence and
                  all rights, franchises, licenses and privileges necessary to
                  the conduct of its business, and qualify and remain qualified
                  as a foreign corporation (or partnership, limited liability
                  company or other such similar entity, as the case may be) and
                  authorized to do business in each jurisdiction in which the
                  failure to so qualify would have a Material Adverse Effect and
                  shall maintain all licenses, permits and registrations
                  necessary for the conduct of its operations;

                           (ii) pay and perform all obligations of the Lessee
                  under the Operative Agreements and pay and perform (A) all
                  taxes, assessments and other governmental charges that may be
                  levied or assessed upon any Property, which if not paid or
                  performed would have a Material Adverse Effect, (B) all taxes,
                  assessments and other governmental charges that may be levied
                  or assessed upon it or any of its property, which if not paid
                  or performed would have a Material Adverse Effect, and (C) all
                  other indebtedness, obligations and liabilities in accordance
                  with customary trade practices, which if not paid would have a
                  Material Adverse Effect; provided that the Lessee may contest
                  any item described in this Section 8.3(k)(ii) in good faith so
                  long as adequate reserves are maintained with respect thereto
                  in accordance with GAAP;

                           (iii) to the extent failure to do so would have a
                  Material Adverse Effect, observe and remain in compliance with
                  all applicable Laws and maintain in full force and effect all
                  Governmental Actions, in each case applicable to the conduct
                  of its business; keep in full force and effect all licenses,
                  certifications or accreditations necessary for any Property to
                  carry on its business; and not permit the termination of any
                  insurance reimbursement program available to any Property; and

                           (iv) [RESERVED].

                  (l) Lessee shall perform any and all obligations of Lessor
         under, and cause Lessor to otherwise remain in full compliance with,
         the terms and provisions of each Ground Lease, if any.

                                       34



                  (m) Promptly after obtaining any required architectural
         approvals by any business park or any other applicable entity with
         oversight responsibility for the applicable Improvements, the Lessee
         shall deliver to the Agent copies of the same.

                  (n) The Lessee hereby covenants and agrees that the Clarke
         Sublease shall not be amended, modified, restated and/or replaced in
         any manner without the prior written consent of the Agent (acting upon
         direction from the Majority Secured Parties).

                  (o) Until all of the obligations under the Operative
         Agreements have been finally and indefeasibly paid and satisfied in
         full and the Commitments terminated, unless consent has been obtained
         from the Majority Secured Parties, the Lessee will not enter into any
         agreement, any term or condition of which would, if complied with by
         the Lessee, result in a Default or Event of Default either immediately
         or upon the elapsing of time.

         18.4. SHARING OF CERTAIN PAYMENTS.

         Except for Excepted Payments and Supplemental Rent, the parties hereto
acknowledge and agree that all payments due and owing by the Lessee to the
Lessor under the Lease or any of the other Operative Agreements shall be made by
the Lessee directly to the Agent as more particularly provided in Section 8.3
hereof. Excepted Payments and Supplemental Rent shall be paid directly to the
Person entitled thereto. The Lessor, the Agent, the Lenders and the Lessee
acknowledge the terms of Section 8.7 of this Agreement regarding the allocation
of payments and other amounts made or received from time to time under the
Operative Agreements and agree that all such payments and amounts are to be
allocated as provided in Section 8.7 of this Agreement.

         18.5. GRANT OF EASEMENTS, ETC.

         The Agent, the Lenders and the Lessor hereby agree that, so long as no
Event of Default shall have occurred and be continuing, the Lessor shall, from
time to time at the request of the Lessee (and with the prior consent of the
Agent), in connection with the transactions contemplated by the Lease or the
other Operative Agreements, (i) grant easements and other rights in the nature
of easements with respect to any Property, (ii) release existing easements or
other rights in the nature of easements which are for the benefit of any
Property, (iii) execute and deliver to any Person any instrument appropriate to
confirm or effect such grants or releases, and (iv) execute and deliver to any
Person such other documents or materials in connection with the acquisition,
testing or operation of any Property, including without limitation reciprocal
easement agreements, operating agreements, plats, replats or subdivision
documents; provided, that each of the agreements referred to in this Section 8.5
shall be of the type normally executed by the Lessee in the ordinary course of
the Lessee's business and shall be on commercially reasonable terms so as not to
diminish the value of any Property in any material respect.

                                       35



         18.6. APPOINTMENT OF THE AGENT BY THE PRIMARY FINANCING PARTIES.

                  (a) The Secured Parties acknowledge and agree and direct that
         the rights and remedies of the beneficiaries of the Lien of the
         Security Documents shall be exercised by the Agent on behalf of the
         Secured Parties in accordance with the provisions of the Operative
         Agreements; provided, in all cases, the Agent shall allocate payments
         and other amounts received in accordance with Section 8.7. The Agent is
         further appointed to provide notices under the Operative Agreements on
         behalf of the Lessor and each other Primary Financing Party (as
         determined by the Agent, in its reasonable discretion), to receive
         notices under the Operative Agreements on behalf of the Lessor and each
         other Primary Financing Party. The Agent hereby accepts such
         appointments.

                  (b) Each Primary Financing Party hereby designates and
         appoints the Agent as the agent of such Primary Financing Party under
         this Agreement and the other Operative Agreements, and each such
         Primary Financing Party authorizes the Agent, in such capacity, to
         execute the Operative Agreements as agent for and on behalf of such
         Primary Financing Party, to take such action on behalf of such Primary
         Financing Party under the provisions of this Agreement and the other
         Operative Agreements and to exercise such powers and perform such
         duties as are expressly delegated to the Agent by the terms of this
         Agreement and other Operative Agreements, together with such other
         powers as are reasonably incidental thereto. Subject to the terms of
         the Operative Agreements, each of the Primary Financing Parties directs
         the Agent to exercise such powers, make such decisions and otherwise
         perform such duties as are delegated to the Agent hereunder or
         thereunder without being required to obtain any specific consent with
         respect thereto from any Primary Financing Party, unless the matter
         under consideration is a Unanimous Vote Matter or otherwise requires
         consent of the Majority Lenders and/or the Majority Secured Parties.
         Notwithstanding any provision to the contrary elsewhere in this
         Agreement, the Agent shall not have any duties or responsibilities,
         except those expressly set forth herein, or any fiduciary relationship
         with any Primary Financing Party, and no implied covenants, functions,
         responsibilities, duties, obligations or liabilities shall be read into
         this Agreement or any other Operative Agreement or otherwise exist
         against the Agent.

                  (c) The Agent may execute any of its duties under this
         Agreement and the other Operative Agreements by or through agents or
         attorneys-in-fact and shall be entitled to advice of counsel concerning
         all matters pertaining to such duties. The Agent shall not be
         responsible for the negligence or misconduct of any agents or
         attorneys-in-fact selected by it with reasonable care.

                  (d) Neither the Agent nor any of its officers, directors,
         employees, agents, attorneys-in-fact or Affiliates shall be (a) liable
         for any action lawfully taken or omitted to be taken by it or such
         Person under or in connection with this Agreement or any other
         Operative Agreement (except for its or such Person's own gross
         negligence, willful misconduct or its or such Person's failure to use
         ordinary care in the handling of funds) or (b) responsible in any
         manner to any of the Primary Financing Parties for any recitals,
         statements, representations or warranties made by the Borrower or any
         Credit Party or

                                       36



         any officer thereof contained in this Agreement or any other Operative
         Agreement or in any certificate, report, statement or other document
         referred to or provided for in, or received by the Agent under or in
         connection with, this Agreement or any other Operative Agreement or for
         the value, validity, effectiveness, genuineness, enforceability or
         sufficiency of this Agreement or any other Operative Agreement or for
         any failure of the Borrower or any Credit Party to perform its
         obligations hereunder or thereunder. The Agent shall not be under any
         obligation to any Primary Financing Party to ascertain or to inquire as
         to the observance or performance of any of the agreements contained in,
         or conditions of, this Agreement or any other Operative Agreement, or
         to inspect the properties, books or records of the Borrower or any
         Credit Party.

                  (e) The Agent shall be entitled to rely, and shall be fully
         protected in relying, upon any Note, writing, resolution, notice,
         consent, certificate, affidavit, letter, telecopy, telex or teletype
         message, statement, order or other document or conversation believed by
         it to be genuine and correct and to have been signed, sent or made by
         the proper Person or Persons and upon advice and statements of legal
         counsel (including without limitation counsel to the Borrower or any
         Credit Party), independent accountants and other experts selected by
         the Agent. The Agent may deem and treat the payee of any Note as the
         owner thereof for all purposes unless a written notice of assignment,
         negotiation or transfer thereof shall have been filed with the Agent.
         The Agent shall be fully justified in failing or refusing to take any
         action under this Agreement or any other Operative Agreement unless it
         shall first receive such advice or concurrence of the Majority Secured
         Parties, the Majority Lenders or all the Primary Financing Parties, as
         the case may be, as set forth in this Agreement or any other Operative
         Agreement or it shall first be indemnified to its satisfaction by the
         Primary Financing Parties against any and all liability and expense
         which may be incurred by it by reason of taking or continuing to take
         any such action. The Agent shall in all cases be fully protected in
         acting, or in refraining from acting, under this Agreement and the
         other Operative Agreements in accordance therewith, and such and any
         action taken or failure to act pursuant thereto shall be binding upon
         all the Primary Financing Parties and all future holders of the Notes.

                  (f) The Agent shall not be deemed to have knowledge or notice
         of the occurrence of any Default or Event of Default hereunder unless
         the Agent has received written notice from a Primary Financing Party, a
         Credit Party or the Borrower referring to this Agreement or such other
         Operative Agreement, describing such Default or Event of Default and
         stating that such notice is a "notice of default". In the event that
         the Agent receives such a notice, the Agent shall give notice thereof
         to the Primary Financing Parties and the Lessee. The Agent shall take
         such action with respect to such Default or Event of Default as shall
         be directed by the Majority Secured Parties or otherwise as determined
         pursuant to intercreditor provisions in any other agreement among the
         Primary Financing Parties; provided, that unless and until the Agent
         shall have received such directions, the Agent may (but shall not be
         obligated to) take such action, or refrain from taking such action,
         with respect to such Default or Event of Default as it shall deem
         advisable in the best interests of the Primary Financing Parties;
         provided, further, the foregoing shall not limit the rights of the
         Lessor, the Majority Lenders or all the Primary

                                       37



         Financing Parties, as the case may be, as described in this Agreement
         or any other Operative Agreement.

                  (g) Each Primary Financing Party expressly acknowledges that
         neither the Agent nor any of its officers, directors, employees,
         agents, attorneys-in-fact or Affiliates has made any representations or
         warranties to it and that no act by the Agent hereinafter taken,
         including without limitation any review of the affairs of the Borrower
         or the Credit Parties, shall be deemed to constitute any representation
         or warranty by the Agent to any Primary Financing Party. Each Primary
         Financing Party represents to the Agent that it has, independently and
         without reliance upon the Agent or any other Primary Financing Party,
         and based on such documents and information as it has deemed
         appropriate, made its own appraisal of and investigation into the
         business, operations, property, financial and other condition and
         creditworthiness of the Borrower and the Credit Parties and made its
         own decision to make Loans pursuant to its Notes or make its Lessor
         Advance hereunder and enter into this Agreement. Each Primary Financing
         Party also represents that it will, independently and without reliance
         upon the Agent or any other Primary Financing Party, and based on such
         documents and information as it shall deem appropriate at the time,
         continue to make its own credit analysis, appraisals and decisions in
         taking or not taking action under this Agreement and the other
         Operative Agreements, and to make such investigation as it deems
         necessary to inform itself as to the business, operations, property,
         financial and other condition and creditworthiness of the Borrower and
         the Credit Parties. The Agent agrees to provide to the Primary
         Financing Parties notices, reports and other documents that are
         customarily provided by the Agent in its capacity as Agent in
         transactions similar to the transactions contemplated hereby and by the
         other Operative Agreements. Except for notices, reports and other
         documents expressly required to be furnished to the Primary Financing
         Parties by the Agent hereunder, the Agent shall not have any duty or
         responsibility to provide any Primary Financing Party with any credit
         or other information concerning the business, operations, property,
         condition (financial or otherwise), prospects or creditworthiness of
         the Borrower or the Credit Parties which may come into the possession
         of the Agent or any of its officers, directors, employees, agents,
         attorneys-in-fact or Affiliates.

                  (h) The Primary Financing Parties agree to indemnify the
         Agent, in its capacity as such (to the extent not reimbursed by the
         Borrower or the Credit Parties and without limiting any obligation of
         the Borrower or the Credit Parties under and in accordance with the
         terms of the Operative Agreements to do so), ratably according to their
         respective Commitment Percentages in effect on the date on which
         indemnification is sought under this Section (or, if indemnification is
         sought after the date upon which the Commitments shall have terminated
         and the Notes and the Lessor Advance shall have been paid in full,
         ratably in accordance with their Commitment Percentages immediately
         prior to such date), from and against any and all liabilities,
         obligations, losses, damages, penalties, actions, judgments, suits,
         costs, expenses or disbursements of any kind whatsoever which may at
         any time (including without limitation at any time following the
         payment of the Notes) be imposed on, incurred by or asserted against
         any of them in any way relating to or arising out of, the Commitments,
         this Agreement, any of the other Operative Agreements or any documents
         contemplated by or referred to herein or therein

                                       38



         or the transactions contemplated hereby or thereby or any action taken
         or omitted by any of them under or in connection with any of the
         foregoing; provided, that no Primary Financing Party shall be liable
         for the payment of any portion of such liabilities, obligations,
         damages, penalties, actions, judgments, suits, costs, expenses or
         disbursements resulting solely from the gross negligence or willful
         misconduct of the Agent, or its failure to use ordinary care in the
         handling of funds. The agreements in this Section shall survive the
         payment of the Notes and all other amounts payable hereunder.

                  (i) The Agent and its Affiliates may make loans to, accept
         deposits from and generally engage in any kind of business with the
         Borrower or the Credit Parties as though the Agent were not the Agent
         hereunder and under the other Operative Agreements.

                  (j) (i) The Agent may resign at any time as the Agent upon
                  sixty (60) days' notice to the Primary Financing Parties, the
                  Borrower and, so long as no Event of Default shall have
                  occurred and be continuing, the Lessee. If the Agent shall
                  resign as the Agent under this Agreement, a successor Agent
                  shall be appointed by the Majority Secured Parties which
                  successor Agent shall be subject to the approval of, so long
                  as no Event of Default shall have occurred and be continuing,
                  the Lessee, such approval not to be unreasonably withheld or
                  delayed. If no successor Agent is appointed prior to the
                  effective date of the resignation of the resigning Agent, the
                  Agent may appoint, after consulting with the Primary Financing
                  Parties and subject to the approval of, so long as no Event of
                  Default shall have occurred and be continuing, the Lessee,
                  such approval not to be unreasonably withheld or delayed, a
                  successor Agent. Any successor Agent, however appointed, shall
                  be a bank or trust company incorporated and doing business
                  within the United States of America and having a combined
                  capital and surplus of at least $200,000,000, if there be such
                  an institution willing, able and legally qualified to perform
                  the duties of the Agent hereunder upon reasonable or customary
                  terms. If no successor Agent has accepted appointment as the
                  Agent by the date which is sixty (60) days following a
                  retiring Agent's notice of resignation, the retiring Agent's
                  notice of resignation shall nevertheless thereupon become
                  effective and the Primary Financing Parties shall perform all
                  of the duties of the Agent until such time, if any, as the
                  Majority Secured Parties appoint a successor Agent, as
                  provided for above. Upon the effective date of such
                  resignation, only such successor Agent shall succeed to all
                  the rights, powers and duties of the retiring Agent and the
                  term "Agent" shall mean such successor agent and the retiring
                  Agent's rights, powers and duties in such capacity shall be
                  terminated. After any retiring Agent resigns hereunder as the
                  Agent, the provisions of this Section 8.6 shall inure to their
                  respective benefit as to any actions taken or omitted to be
                  taken by it while it was the Agent under this Agreement.

                           (ii) The Agent may be removed (x) by the Majority
                  Secured Parties in the case of fraud, misappropriation of
                  funds or the commission of illegal acts by the Agent or where
                  the Agent has failed to perform its obligations hereunder or

                                       39



                  under any other Operative Agreement in any material respect,
                  or (y) any time at the request of any Primary Financing Party,
                  but only with the consent of the Secured Parties and, so long
                  as no Event of Default shall have occurred and be continuing,
                  the Lessee. Any such removal shall be effective upon the
                  acceptance of appointment of a successor Agent in accordance
                  with the provisions of paragraph (i) of this Section 8.6(j);
                  provided, however, to the extent the Agent being replaced
                  pursuant to clause (x) of this Section 8.6(j)(ii) is also a
                  Lender, such Person shall not be permitted to vote in
                  connection with the appointment or approval of a successor
                  Agent pursuant to paragraph (i) of this Section 8.6(j).

                  (k) Other than the exercise of reasonable care to assure the
         safe custody of the Collateral while being held by the Agent hereunder
         or under any other Operative Agreement, the Agent shall have no duty or
         liability to preserve rights pertaining thereto, it being understood
         and agreed that the Lessee shall be responsible for preservation of all
         rights in the Collateral, and the Agent shall be relieved of all
         responsibility for the Collateral upon surrendering it or tendering the
         surrender of it to the Lessee. The Agent shall be deemed to have
         exercised reasonable care in the custody and preservation of the
         Collateral in its possession if the Collateral is accorded treatment
         substantially equal to that which the Agent accords its own property,
         which shall be no less than the treatment employed by a reasonable and
         prudent agent in the industry, it being understood that the Agent shall
         not have responsibility for taking any necessary steps to preserve
         rights against any parties with respect to any of the Collateral.

         18.7. COLLECTION AND ALLOCATION OF PAYMENTS AND OTHER AMOUNTS.

         (a) The Lessee has agreed pursuant to Section 5.5 and otherwise in
         accordance with the terms of this Agreement to pay to (i) the Agent any
         and all Rent (excluding Excepted Payments and Supplemental Rent) and
         any and all other amounts of any kind or type under any of the
         Operative Agreements due and owing or payable to any Person hereto and
         (ii) each Person as appropriate the Excepted Payments and Supplemental
         Rent. Promptly after receipt, the Agent shall apply and allocate, in
         accordance with the terms of this Section 8.7, such amounts received
         from the Lessee and all other payments, receipts and other
         consideration of any kind whatsoever received by the Agent pursuant to
         the Security Agreement or otherwise received by the Agent, the Lessor
         or any of the Primary Financing Parties in connection with the
         Collateral, the Security Documents or any of the other Operative
         Agreements. Ratable distributions among the Primary Financing Parties
         under this Section 8.7 shall be made based on the ratio of the amounts
         outstanding under the Financing to the aggregate Property Cost. Ratable
         distributions among the Lenders under this Section 8.7 shall be made
         based on the ratio of the amounts outstanding under an individual
         Lender's Note to the aggregate of all amounts outstanding under all of
         the Lenders' Notes.

                  (b) Payments and other amounts received by the Agent or Lessor
         from time to time in accordance with the terms of subparagraph (a)
         shall be applied and allocated as follows (subject in all cases to
         Section 8.7(c)):

                           (i) Any such payment or amount identified as or
                  deemed to be Basic Rent shall be applied and allocated by the
                  Agent if no Default or Event of Default is in effect, first,
                  ratably to the Primary Financing Parties for application and

                                       40



                  allocation to the payment of interest on the Loans and Lessor
                  Yield on the Lessor Advance and thereafter the principal of
                  the Loans and the principal amount of the Lessor Advance which
                  is due and payable on such date; second, to any and all other
                  amounts owing under the Operative Agreements to the Primary
                  Financing Parties; and third, any excess shall be paid to such
                  Person or Persons as the Lessee may designate; provided, that
                  if a Default or Event of Default is in effect, such amounts
                  shall instead be held by the Agent until the earlier of (I)
                  the first date thereafter on which no Default or Event of
                  Default shall be in effect (in which case such payments or
                  returns shall then be made to such other Person or Persons as
                  the Lessee may designate) and (II) the Expiration Date (or, if
                  earlier, the date of any Acceleration), in which case such
                  amounts shall be applied and allocated in the manner
                  contemplated by Section 8.7(b)(iv).

                           (ii) If on any date the Agent or the Lessor shall
                  receive any amount in respect of (A) any Casualty or
                  Condemnation pursuant to Sections 15.1(a) or 15.1(g) of the
                  Lease (excluding any payments in respect thereof which are
                  payable to the Lessee in accordance with the Lease), or (B)
                  the Termination Value in connection with the delivery of a
                  Termination Notice pursuant to Article XVI of the Lease, or
                  (C) the Termination Value in connection with the exercise of
                  the Purchase Option under Section 20.1 of the Lease or the
                  exercise of the option of the Lessor to transfer the
                  Properties to the Lessee pursuant to Section 20.3 of the
                  Lease, then in each case, the Lessor shall be required to pay
                  such amount received in accordance with Section 8.7(b)(iii)
                  hereof; provided, that any excess shall be paid to the Lessee
                  or its designee in accordance with Section 15.1 of the Lease.

                           (iii) An amount equal to any payment identified as
                  proceeds of the sale or other disposition (or lease upon the
                  exercise of remedies) of the Properties or any portion
                  thereof, whether pursuant to Article XXII of the Lease or the
                  exercise of remedies under the Security Documents or
                  otherwise, the execution of remedies set forth in the Lease
                  and any payment in respect of excess wear and tear pursuant to
                  Section 22.3 of the Lease shall be applied and allocated by
                  the Agent first, to the payment to the Lessor of the
                  outstanding principal balance of all Lessor Advances plus all
                  outstanding Lessor Yield with respect to such outstanding
                  Lessor Advances, second, to any and all other amounts owing
                  under the Operative Agreements to the Lessor, third, ratably
                  to the payment of the principal and interest of the Loans then
                  outstanding, fourth, to any and all other amounts owing under
                  the Operative Agreements to the Lenders under the Loans, and
                  fifth, to the extent moneys remain after application and
                  allocation pursuant to clauses first through fourth above, to
                  the Lessor for application and allocation to any and all other
                  amounts owing to any Financing Party and as the Lessor shall
                  determine.

                           (iv) An amount equal to (A) any such payment pursuant
                  to Section 22.1(b) of the Lease (or otherwise) of the Maximum
                  Residual Guarantee Amount (and any such lesser amount as may
                  be required by Section 22.1(b) of the Lease) in respect of the
                  Properties and (B) any other amount payable upon any

                                       41


                  exercise of remedies after the occurrence of an Event of
                  Default not covered by Sections 8.7(b)(i) or 8.7(b)(iii) above
                  (including without limitation any amount received in
                  connection with an Acceleration which does not represent
                  proceeds from the sale or liquidation of the Properties),
                  shall be applied and allocated by the Agent first, ratably, to
                  the payment of the principal and interest balance of Loans
                  then outstanding, second, to the payment of any other amounts
                  owing to the Lenders hereunder or under any of the other
                  Operative Agreements, third, to the payment of the principal
                  balance of all Lessor Advances plus all outstanding Lessor
                  Yield with respect to such outstanding Lessor Advance, fourth,
                  to the payment of any other amounts owing to the Lessor
                  hereunder or under any of the other Operative Agreements, and
                  fifth, to the extent moneys remain after application and
                  allocation pursuant to clauses first through fourth above, to
                  the Lessor for application and allocation to any other amounts
                  owing to any Financing Party as the Lessor shall determine.

                           (v) An amount equal to any such payment identified as
                  Supplemental Rent shall be applied and allocated by the Agent
                  to the payment of any amounts then owing as Supplemental Rent
                  to the Persons entitled thereto (other than any such amounts
                  payable pursuant to the preceding provisions of this Section
                  8.7(b)) as shall be determined by the Agent in its reasonable
                  discretion; provided, however, that Supplemental Rent received
                  upon the exercise of remedies after the occurrence and
                  continuance of an Event of Default in lieu of or in
                  substitution of the Maximum Residual Guarantee Amount or as a
                  partial payment thereon shall be applied and allocated as set
                  forth in Section 8.7(b)(iv).

                           (vi) The Agent in its reasonable judgment shall
                  identify the nature of each payment or amount received by the
                  Agent and apply and allocate each such amount in the manner
                  specified above.

                  (c) Upon the payment in full of the Loans, the Lessor Advances
         and all other amounts then due and owing by the Borrower hereunder or
         under any Credit Document and the payment in full of all other amounts
         then due and owing to the Lenders, the Lessor, the Agent and the other
         Financing Parties pursuant to the Operative Agreements, any moneys
         remaining with the Agent shall be returned to the Lessee. It is agreed
         that, prior to the application and allocation of amounts received by
         the Agent in the order described in Section 8.7(b) above or any
         distribution of money to the Lessee, any such amounts shall first be
         applied and allocated to the payment of (i) any and all sums advanced
         by the Agent in order to preserve the Collateral or to preserve its
         Lien thereon, (ii) the expenses of retaking, holding, preparing for
         sale or lease, selling or otherwise disposing or realizing on the
         Collateral, or of any exercise by the Agent of its rights under the
         Security Documents, together with reasonable attorneys' fees and
         expenses and court costs and (iii) any and all other amounts reasonably
         owed to the Agent under or in connection with the transactions
         contemplated by the Operative Agreements (including without limitation
         any accrued and unpaid administration fees).

                                       42



        18.8. RELEASE OF PROPERTIES, ETC.

         If the Lessee shall at any time purchase any Property pursuant to the
Lease or if any Property shall be sold in accordance with Article XXII of the
Lease, then, upon satisfaction by the Lessor of its obligation to prepay the
Loans, Lessor Advances and all other amounts owing to the Lenders and the Lessor
under the Operative Agreements, the Agent is hereby authorized and directed to
release such Property from the liens created by the Security Documents. In
addition, upon the termination of the Commitments and the payment in full of the
Loans, the Lessor Advances and all other amounts owing by the Lessor and the
Lessee hereunder or under any other Operative Agreement the Agent is hereby
authorized and directed to release all of the Properties from the Liens created
by the Security Documents. The Agent shall, at the sole cost and expense of the
Lessee, execute and deliver to the Lessor and the Lessee such documents as the
Lessor or the Lessee shall reasonably request to evidence such release.

        18.9. LIMITATION OF LESSOR'S OBLIGATIONS.

                  (a) The Lessor shall not have any duty or obligation to
         manage, control, use, make any payment in respect of, register, record,
         insure, inspect, sell, dispose of or otherwise deal with the Properties
         or any other part of the Borrower's Interest, or to otherwise take or
         refrain from taking any action under or in connection with any
         Operative Agreement to which the Lessor is a party, except as expressly
         provided by the terms of the Operative Agreements or in written
         instructions from all the Primary Financing Parties and/or the Majority
         Secured Parties, as applicable, received pursuant to Section 8.6; and
         no implied duties or obligations shall be read into the Operative
         Agreements against the Lessor. The Lessor nevertheless agrees that it
         will promptly take all action as may be necessary to discharge any
         Lessor Liens on any part of any Property.

                  (b) The Lessor agrees that it will not manage, control, use,
         sell, dispose of or otherwise deal with any Property or any other part
         of the Borrower's Interest except (a) as required by the terms of the
         Operative Agreements, (b) in accordance with the powers granted to, or
         the authority conferred upon, it pursuant to the Operative Agreements
         or (c) in accordance with the express terms hereof and with written
         instructions from all the Primary Financing Parties and/or the Majority
         Secured Parties, as applicable, pursuant to Section 8.6.

                  (c) Except in accordance with written instructions furnished
         pursuant to an applicable provision of the Operative Agreements
         (expressly cited in such instructions), and without limitation of the
         generality of Section 8.9(a), the Lessor shall not have any duty to (i)
         file, record or deposit any Operative Agreement or any other document,
         or to maintain any such filing, recording or deposit or to refile,
         rerecord or redeposit any such document; (ii) obtain insurance on any
         Property or effect or maintain any such insurance, other than to
         receive and forward to each Primary Financing Party and the Agent any
         notices, policies, certificates or binders furnished to the Lessor
         pursuant to the Lease; (iii) maintain any Property; (iv) pay or
         discharge any Tax or any Lien owing with respect to or assessed or
         levied against any part of the Borrower's Interest, except as provided
         in the last sentence of Section 8.9(a), other than to forward notice of
         such Tax or Lien

                                       43



         received by the Lessor to each Primary Financing Party and the Agent;
         (v) confirm, verify, investigate or inquire into the failure to receive
         any reports or financial statements of Lessee or any other Person; (vi)
         inspect any Property at any time or ascertain or inquire as to the
         performance or observance of any of the covenants of Lessee or any
         other Person under any Operative Agreement with respect to any
         Property; or (vii) manage, control, use, sell, dispose of or otherwise
         deal with any Property or any part thereof or any other part of the
         Borrower's Interest, except as provided in Section 8.9(b).

                  (d) The Lessor, in the exercise or administration of its
         powers pursuant to the Operative Agreements, may, at the expense and,
         so long as no Default or Event of Default shall have occurred and be
         continuing, with the consent of Lessee employ agents, attorneys,
         accountants, and auditors and enter into agreements with any of them
         and the Lessor shall not be liable for the default or misconduct of any
         such agents, attorneys, accountants or auditors if such agents,
         attorneys, accountants or auditors shall have been selected by it with
         reasonable care.

        18.10.    NO REPRESENTATIONS OR WARRANTIES AS TO ANY PROPERTY OR THE
                  OPERATIVE AGREEMENTS.

         THE LESSOR MAKES (i) NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR
IMPLIED, AS TO THE TITLE, VALUE, USE, CONDITION, DESIGN, OPERATION,
MERCHANTABILITY OR FITNESS FOR USE OF ANY PROPERTY (OR ANY PART THEREOF), OR ANY
OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH
RESPECT TO ANY PROPERTY (OR ANY PART THEREOF) AND THE LESSOR SHALL NOT BE LIABLE
FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN OR THE FAILURE OF ANY PROPERTY,
OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT EXCEPT AS EXPRESSLY
SET FORTH IN THE OPERATIVE AGREEMENTS, INCLUDING SECTION 6.1(L) HEREOF, AND (II)
NO REPRESENTATION OR WARRANTY AS TO THE VALIDITY OR ENFORCEABILITY OF ANY
OPERATIVE AGREEMENT AS AGAINST ANY PERSON OTHER THAN THE LESSOR OR AS TO THE
CORRECTNESS OF ANY STATEMENT MADE BY A PERSON OTHER THAN THE LESSOR CONTAINED IN
ANY THEREOF.

        18.11. RELIANCE; ADVICE OF COUNSEL.

         The Lessor shall not incur any liability to any Person in acting upon
any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper reasonably
believed by it to be genuine and believed by it in good faith to be signed by
the proper party or parties. The Lessor may accept and rely upon a certified
copy of a resolution of the board of directors or other governing body of any
corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect. As to any
fact or matter the manner of ascertainment of which is not specifically
prescribed herein, the Lessor may for all purposes of the Operative Agreements
rely on an Officer's Certificate of the relevant party, as to such fact or
matter, and such certificate shall constitute full protection to the Lessor for
any action taken or omitted to be taken by it

                                       44


reasonably in good faith in reliance thereon. In the administration of the
Lessor's duties, the Lessor may execute and perform its powers and duties
directly or through agents or attorneys and may consult with counsel,
accountants and other skilled Persons to be selected and employed by it, and the
Lessor shall not be liable for anything done, suffered or omitted reasonably in
good faith by it in accordance with the advice or opinion of any such counsel,
accountants or other skilled Persons and not contrary to the Operative
Agreements.

        18.12. NON-DISTURBANCE.

         In the event of a foreclosure under any Security Document (other than
the Lease), upon the occurrence of an Event of Default, so long as there shall
then exist no Lease Event of Default, the Primary Financing Parties agree, for
themselves and their respective successors and assigns, that neither the
leasehold interest, right of possession nor use and enjoyment of the Properties
by Lessee under the Lease shall be extinguished or terminated by reason of such
foreclosure, but rather the Lease shall continue in full force and effect and in
all cases subject to Section 10.1(d) hereof, the Lease shall automatically and
unconditionally become a direct lease between the Primary Financing Parties or
any successor thereto, as lessor as if such Primary Financing Parties or
successor were the Lessor originally named in the Lease, and Lessee.

        18.13. PAYMENT OF APPRAISER EXPENSES.

         Notwithstanding any provision in any Operative Agreement to the
contrary, each of the Primary Financing Parties hereby agrees to pay its ratable
share (based on such Primary Financing Party's pro rata share of the aggregate
amount then outstanding under the Financing) of the fees or expenses of any
appraiser otherwise payable by the Lessor pursuant to Section 22.4 of the Lease.

SECTION 8A.  AFFIRMATIVE COVENANTS OF THE CREDIT PARTIES

         The Credit Parties hereby covenant and agree that on the Initial
Closing Date, and thereafter for so long as any Operative Agreement is in effect
and until the Commitments have terminated, the Loans and the Lessor Advances are
paid in full, all amounts accrued or due and owing from any Credit Party
pursuant to any Operative Agreement have been paid in full and the Liens
evidenced by the Security Documents have been released, each Credit Party shall,
and shall cause each of the GCA Subsidiaries (other than in the case of Sections
8A.1, 8A.2 or 8A.7 hereof), to:

         8A.1. FINANCIAL STATEMENTS.

         Furnish to the Agent and each of the Primary Financing Parties:

                  (a) As soon as available, but in any event within ninety (90)
         days after the end of each fiscal year of the Parent, a copy of the
         consolidated balance sheet of the Parent and its consolidated
         subsidiaries as at the end of such fiscal year and the related
         consolidated and consolidating statements of income and retained
         earnings and of

                                       45



         consolidated cash flows of the Parent and its consolidated subsidiaries
         for such year which, other than in the case of the consolidating
         statements, shall be audited by a firm of independent certified public
         accountants of nationally recognized standing reasonably acceptable to
         the Primary Financing Parties, setting forth in each case in
         comparative form the figures for the previous year, reported on without
         a "going concern" or like qualification or exception, or qualification
         indicating that the scope of the audit was inadequate to permit such
         independent certified public accountants to certify such financial
         statements without such qualification;

                  (b) As soon as available and in any event within forty-five
         (45) days after the end of each of the first three fiscal quarters of
         the Parent, a copy of the unaudited consolidated balance sheet of the
         Parent and its consolidated subsidiaries as at the end of such period
         and related consolidated and consolidating statements of income and
         retained earnings and of consolidated cash flows for the Parent and its
         consolidated subsidiaries for such quarterly period and for the portion
         of the fiscal year ending with such period, in each case setting forth
         in comparative form consolidated figures for the corresponding period
         or periods of the preceding fiscal year (subject to normal recurring
         year-end audit adjustments);

                  (c) As soon as available, but in any event within fifteen (15)
         days prior to the end of each fiscal year, a copy of the detailed
         annual operating budget or plan including cash flow projections of the
         Parent and its subsidiaries for the next four fiscal quarter period
         prepared on a quarterly basis, in form and detail reasonably acceptable
         to the Agent and the Primary Financing Parties, together with a summary
         of the material assumptions made in the preparation of such annual
         budget or plan;

all such financial statements to be complete and correct in all material
respects (subject, in the case of interim statements, to normal recurring
year-end audit adjustments) and to be prepared in reasonable detail and, in the
case of the annual and quarterly financial statements provided in accordance
with subsections (a) and (b) above, in accordance with GAAP applied consistently
throughout the periods reflected therein and further accompanied by a
description of, and an estimation of the effect on the financial statements on
account of, a change, if any, in the application of accounting principles as
provided in Section (n) of the rules of usage in Appendix A hereto.

         The Parent shall deliver to the Agent and each Primary Financing Party
at the same time as the delivery of any annual or quarterly financial statements
given in accordance with the provisions of Section 8A.1, (i) a description in
reasonable detail of any material change in the application of accounting
principles employed in the preparation of such financial statements from those
applied in the most recently preceding quarterly or annual financial statements
as to which no objection shall have been made in accordance with the provisions
above and (ii) a reasonable estimate of the effect on the financial statements
on account of such changes in application.

                                       46



         8A.2. CERTIFICATES; OTHER INFORMATION.

         Furnish to the Agent and each of the Primary Financing Parties:

                  (a) concurrently with the delivery of the financial statements
         referred to in Section 8A.1 above, a certificate of the independent
         certified public accountants reporting on such financial statements
         stating that in making the examination necessary therefor no knowledge
         was obtained of any Default or Event of Default, except as specified in
         such certificate;

                  (b) concurrently with the delivery of the financial statements
         referred to in Sections 8A.1(a) and 8A.1(b) above, a certificate of a
         Responsible Officer stating that, to the best of such Responsible
         Officer's knowledge, each of the GCA Credit Parties during such period
         observed or performed in all material respects all of its covenants and
         other agreements, and satisfied in all material respects every
         condition, contained in the Operative Agreements to be observed,
         performed or satisfied by it, and that such Responsible Officer has
         obtained no knowledge of any Default or Event of Default except as
         specified in such certificate and such certificate shall include the
         calculations in reasonable detail required to indicate compliance with
         Section 8A.9 as of the last day of such period;

                  (c) within thirty (30) days after the same are provided,
         make available by electronic mail or by posting on the Parent's website
         copies of all reports (other than those otherwise provided pursuant to
         Section 8A.1 and those which are of a promotional nature) and other
         financial information which the Parent sends to its stockholders, and
         within thirty days after the same are filed, copies of all financial
         statements and non-confidential reports which the Parent may make to,
         or file with the Securities and Exchange Commission or any successor or
         analogous Governmental Authority;

                  (d) within ninety (90) days after the end of each fiscal year
         of the Parent, a certificate containing information regarding the
         amount of all (i) Debt Issuances outstanding at the end of the prior
         fiscal year and (ii) Equity Issuances that were made during the prior
         fiscal year;

                  (e) promptly upon receipt thereof, a copy of any other report
         or "management letter" submitted by independent accountants to the
         Parent or any of its GCA Subsidiaries in connection with any annual,
         interim or special audit of the books of such Person; and

                  (f) promptly, such other documents or other information as the
         Agent, on behalf of any Primary Financing Party, may from time to time
         reasonably request.

         8A.3. PAYMENT OF OBLIGATIONS.

                  (a) Perform all of its obligations under each contract to
         which it is a party, if a failure to so perform could reasonably be
         expected to have a GCA Material Adverse Effect.

                                       47



                  (b) Pay and perform all of its obligations under the Operative
         Agreements and pay and perform (i) all taxes, assessments and other
         governmental charges that may be levied or assessed upon it or any GCA
         Property, which if not paid or performed could reasonably be expected
         to have a GCA Material Adverse Effect and (ii) all other indebtedness,
         obligations and liabilities in accordance with customary trade
         practices, which if not paid would have a GCA Material Adverse Effect;
         provided that it may contest any tax, assessment or other governmental
         charge in good faith so long as adequate reserves are maintained with
         respect thereto in accordance with GAAP.

         8A.4. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.

         Continue to engage in business of the same general type as conducted by
it on the Closing Date and preserve and maintain its corporate existence and all
rights, franchises, licenses and privileges necessary to the conduct of its
business, and qualify and remain qualified as a foreign corporation (or
partnership, limited liability company or other such similar entity, as the case
may be) and authorized to do business in each jurisdiction in which the failure
to so qualify could reasonably be expected to have a GCA Material Adverse Effect
and shall maintain all licenses, permits and registrations necessary for the
conduct of its operations.

         8A.5. MAINTENANCE OF GCA PROPERTY; INSURANCE.

                  (a) Keep all material property useful and necessary in its
         business in good working order and condition (ordinary wear and tear
         and obsolescence excepted); and

                  (b) Maintain with financially sound and reputable insurance
         companies insurance on all its material property in at least such
         amounts and against at least such risks as are usually insured against
         in the same general area by companies engaged in the same or a similar
         business; and furnish to the Agent, upon written request, full
         information as to the insurance carried; provided, however, that the
         Parent and the GCA Subsidiaries may maintain self insurance plans
         (including wholly-owned captive insurance company coverage) to the
         extent companies of similar size and in similar businesses do so.

         8A.6. INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.

         Keep proper books of records and account in which full, true and
correct entries in conformity with GAAP and all Requirements of Law shall be
made of all dealings and transactions in relation to its businesses and
activities; and permit, upon at least five (5) Business Days notice from the
Agent (or, if a Default or Event of Default shall have occurred and be
continuing, upon at least one (1) Business Days notice from the Agent),
representatives of the Agent or any Primary Financing Party, from time to time,
to visit and inspect its properties and to inspect, audit and make extracts from
its books, records and files, including without limitation management letters
prepared by independent accountants and to discuss with its principal officers,
and its independent accountants, its business, assets, liabilities, financial
condition, results of operations and business prospects.

                                       48




         8A.7. NOTICES.

         Give notice in writing to the Agent (which shall promptly transmit such
notice to each Primary Financing Party) of:

                  (a) promptly, but in any event within two (2) Business Days
         after the Parent knows or has reason to know thereof, the occurrence of
         any Default or Event of Default;

                  (b) promptly and in any event within five (5) Business Days
         after the Parent knows or has reason to know thereof, the commencement
         of any (i) Material Proceeding, (ii) loss of or damage to any assets of
         the Parent or any GCA Subsidiary that likely will result in a GCA
         Material Adverse Effect and (iii) in addition other notice provisions
         in the Operative Agreements regarding environmental matters,
         litigation, investigation or proceeding involving an environmental
         claim or potential liability under Environmental Laws in excess of
         $10,000,000;

                  (c) promptly and in any event within five (5) Business Days
         after the Parent knows or has reason to know thereof, default by Parent
         or any GCA Subsidiary under any note, indenture, loan agreement,
         mortgage or other similar agreement to which the Parent or any GCA
         Subsidiary is a party or by which the Parent or any GCA Subsidiary is
         bound, which relates to borrowed money, or of any other default under
         any other note, indenture, loan agreement, mortgage or other similar
         agreement to which the Parent or any GCA Subsidiary is a party or by
         which the Parent or any GCA Subsidiary is bound if such other default
         may result in a GCA Material Adverse Effect;

                  (d) promptly and in any event within thirty (30) days after
         the Parent knows or has reason to know thereof: (i) the occurrence or
         expected occurrence of any material Reportable Event with respect to
         any Plan, a failure to make any required contribution to a Plan, the
         creation of any GCA Lien in favor of the PBGC (other than a GCA
         Permitted Lien) or a Plan or any withdrawal from, or the termination,
         Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
         institution of proceedings or the taking of any other action by the
         PBGC or the Parent or any Commonly Controlled Entity or any
         Multiemployer Plan with respect to the withdrawal from, or the
         terminating, Reorganization or Insolvency of, any Plan; and

                  (e) promptly and in any event within three (3) Business Days
         after the Parent knows or has reason to know thereof, any other
         development or event which could reasonably be expected to have a GCA
         Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Parent proposes to take with respect thereto. In the
case of any notice of a Default or Event of Default, the Parent shall specify
that such notice is a Default or Event of Default notice on the face thereof.

                                       49




         8A.8. ENVIRONMENTAL LAWS.

                  (a) Comply in all material respects with, and ensure
         compliance in all material respects by all tenants and subtenants, if
         any, with, all applicable Environmental Laws and obtain and comply in
         all material respects with and maintain, and ensure that all tenants
         and subtenants obtain and comply in all material respects with and
         maintain, any and all licenses, approvals, notifications, registrations
         or permits required by applicable Environmental Laws except to the
         extent that failure to do so could not reasonably be expected to have a
         GCA Material Adverse Effect;

                  (b) Conduct and complete all investigations, studies, sampling
         and testing, and all remedial, removal and other actions required under
         Environmental Laws and promptly comply in all material respects with
         all lawful orders and directives of all Governmental Authorities
         regarding Environmental Laws except to the extent that the same are
         being contested in good faith by appropriate proceedings and the
         pendency of such proceedings could not reasonably be expected to have a
         GCA Material Adverse Effect; and

                  (c) Defend, indemnify and hold harmless the Agent and the
         Primary Financing Parties, and their respective employees, agents,
         officers and directors, from and against any and all claims, demands,
         penalties, fines, liabilities, settlements, damages, costs and expenses
         of whatever kind or nature known or unknown, contingent or otherwise,
         arising out of, or in any way relating to the violation of,
         noncompliance with or liability under, any Environmental Law applicable
         to the operations of the Parent, any of the GCA Subsidiaries or the GCA
         Properties, or any orders, requirements or demands of Governmental
         Authorities related thereto, including, without limitation, reasonable
         attorney's and consultant's fees, investigation and laboratory fees,
         response costs, court costs and litigation expenses, except to the
         extent that any of the foregoing arise out of the gross negligence or
         willful misconduct of the party seeking indemnification therefor. The
         agreements in this paragraph shall survive repayment of the Notes,
         Lessor Advances and all other amounts payable under the Operative
         Agreements.

         8A.9. FINANCIAL COVENANTS.

         Commencing on the day immediately following the Closing Date, the
Credit Parties shall comply with the following financial covenants:

                  (a) The Consolidated Leverage Ratio, as of the last day of
         each fiscal quarter of the Consolidated Group shall be less than or
         equal to 2.0 to 1.0.

                  (b) The Consolidated Fixed Charge Coverage Ratio, as of the
         last day of each fiscal quarter of the Consolidated Group shall be
         greater than or equal to 1.2 to 1.0.

         Notwithstanding anything herein to the contrary, the parties hereto
acknowledge and agree that, for purposes of all calculations made in determining
compliance for any applicable period

                                       50




with the financial covenants set forth in this Section 8A.9, (i) after
consummation of any Permitted Acquisition, including the Acquisition, (A) income
statement items and other balance sheet items (whether positive or negative)
attributable to the Target acquired in such transaction shall be included in
such calculations to the extent relating to such applicable period, subject to
adjustments acceptable to the Agent in its sole discretion, and (B) Indebtedness
of a Target which is retired in connection with a Permitted Acquisition shall be
excluded from such calculations and deemed to have been retired as of the first
day of such applicable period and (ii) after consummation of any disposition of
GCA Property permitted by Section 8B.4(a)(i), (ii) and (v), (A) income statement
items and other balance sheet items (whether positive or negative) attributable
to the GCA Property disposed of shall be excluded in such calculations to the
extent relating to such applicable period, subject to adjustments acceptable to
the Agent in its sole discretion, and (B) Indebtedness of the Target which is
retired in connection with such Asset Disposition shall be excluded from such
calculations and deemed to have been retired as of the first day of such
applicable period.

         8A.10. ADDITIONAL SUBSIDIARY GUARANTORS.

         The Credit Parties will cause each of their Domestic GCA Subsidiaries,
whether newly formed, after acquired or otherwise existing, to promptly (but in
any event within 10 days) become a Guarantor hereunder by way of execution of a
Joinder Agreement.

         8A.11. COMPLIANCE WITH LAW.

         To the extent failure to do so would have a GCA Material Adverse
Effect, each Credit Party will, and will cause each of its GCA Subsidiaries to
(a) observe and remain in compliance with all applicable Requirements of Law and
maintain in full force and effect all permits, authorizations, registrations and
consents from any Governmental Authority, in each case applicable to the conduct
of its business, and (b) keep in full force and effect all licenses,
certifications or accreditations necessary for any GCA Property to carry on its
business.

         8A.12. POST-CLOSING REQUIREMENT.

         As soon as practicable, but in any event within 45 days of the Initial
Closing Date, the Parent shall have provided to the Agent and each Primary
Financing Party copies of the audited consolidated financial statements of the
Acquired Company and its subsidiaries for fiscal year 2002, consisting of
balance sheets and the related consolidated and consolidating statements of
income, stockholders' equity and cash flows for such period.

SECTION 8B.  NEGATIVE COVENANTS OF THE CREDIT PARTIES

         The Credit Parties hereby covenant and agree that on the Closing Date,
and thereafter for so long as any Operative Agreement is in effect and until the
Commitments have terminated, the Loans and the Lessor Advances are paid in full,
all amounts accrued or due and owing from any Credit Party pursuant to any
Operative Agreements have been paid in full and the Liens evidenced by the
Security Documents have been released, that:

                                       51




         8B.1. INDEBTEDNESS.

         The Parent will not, nor will it permit any GCA Subsidiary to,
contract, create, incur, assume or permit to exist any Indebtedness, except:

                  (a) Indebtedness arising or existing under the Guarantor
         Credit Agreement and the other GCA Credit Documents;

                  (b) Indebtedness of the Parent and the GCA Subsidiaries
         existing as of the Closing Date as referenced in the financial
         statements referenced in Section 6.3(a) (and set out more specifically
         in Schedule 6) hereto and renewals, refinancings or extensions thereof
         in a principal amount not in excess of that outstanding as of the date
         of such renewal, refinancing or extension;

                  (c) Indebtedness of the Parent and the GCA Subsidiaries
         incurred after the Closing Date consisting of Capital Leases or
         Indebtedness incurred to provide all or a portion of the purchase price
         or cost of construction of an asset provided that (i) such Indebtedness
         when incurred shall not exceed the purchase price or cost of
         construction of such asset; (ii) no such Indebtedness shall be
         refinanced for a principal amount in excess of the principal balance
         outstanding thereon at the time of such refinancing; and (iii) the
         total amount of all such Indebtedness shall not exceed $25,000,000 at
         any time outstanding;

                  (d) Unsecured intercompany Indebtedness (i) among the Credit
         Parties, (ii) among Foreign GCA Subsidiaries, (iii) owing from domestic
         subsidiaries of the Parent that are not guarantors to Credit Parties,
         which Indebtedness is solely for the purpose of purchasing third party
         debt obligations; provided, that the aggregate amount of Indebtedness
         incurred pursuant to this clause (iii), together with the aggregate
         amount of investments and loans made pursuant to clause (iv) of the
         definition of Permitted Investments, shall not exceed $25,000,000 at
         any time outstanding and (iv) owing from domestic subsidiaries of the
         Parent that are not guarantors to Credit Parties (other than
         Indebtedness incurred pursuant to clause (iii) above); provided, that
         the aggregate amount of Indebtedness incurred pursuant to this clause
         (iv), together with the aggregate amount of investments and loans made
         pursuant to clause (v) of the definition of Permitted Investments,
         shall not exceed $5,000,000 at any time outstanding;

                  (e) Secured intercompany Indebtedness among the Parent and the
         GCA Subsidiaries in an amount not to exceed $25,000,000 in the
         aggregate at any time outstanding; provided that, to the extent a
         Credit Party and a Subsidiary that is not a Credit Party are parties to
         such intercompany Indebtedness arrangement, such Credit Party shall be
         the secured party;

                  (f) Indebtedness and obligations owing under Hedging
         Agreements relating to the loans pursuant to the Guarantor Credit
         Agreement and other Hedging Agreements

                                       52




         entered into in order to manage existing or anticipated interest rate,
         exchange rate or commodity price risks and not for speculative
         purposes;

                  (g) Indebtedness and obligations of GCA Credit Parties owing
         under documentary letters of credit for the purchase of goods or other
         merchandise (but not under standby, direct pay or other letters of
         credit except for the Letters of Credit hereunder) generally in an
         aggregate amount not to exceed $25,000,000 at any time outstanding;

                  (h) Guaranty Obligations in respect of Indebtedness of a GCA
         Credit Party to the extent such Indebtedness is permitted to exist or
         be incurred pursuant to this Section 8B.1;

                  (i) Indebtedness of the Parent and the GCA Subsidiaries
         arising under any Synthetic Leases (other than Indebtedness under the
         Operative Agreements set out on Schedule 6 that is pari passu with or
         subordinated to the GCA Credit Party Obligations in an amount not to
         exceed $25,000,000 in the aggregate at any time outstanding;

                  (j) Indebtedness of the Parent and the GCA Subsidiaries
         consisting of unsecured earnout obligations incurred in connection with
         Permitted Acquisitions in an amount not to exceed $25,000,000 in the
         aggregate at any time outstanding;

                  (k) Indebtedness (other than Synthetic Leases) of the Borrower
         and its Subsidiaries that is pari passu with the Credit Party
         obligations which does not exceed $50,000,000 in the aggregate at any
         time outstanding; and

                  (l) other Indebtedness of the Parent and the GCA Subsidiaries
         provided that such Indebtedness is non-recourse to the Parent and the
         GCA Subsidiaries and does not exceed $100,000,000 in the aggregate at
         any time outstanding.

         8B.2. GCA LIENS.

         The Parent will not, nor will it permit any GCA Subsidiary to,
contract, create, incur, assume or permit to exist any GCA Lien with respect to
any of its property or assets of any kind (whether real or personal, tangible or
intangible), whether now owned or hereafter acquired, except for GCA Permitted
Liens.

         8B.3. NATURE OF BUSINESS.

         The Parent will not, nor will it permit any GCA Subsidiary to, alter
the character of its business in any material respect from that conducted as of
the Closing Date.

                                       53




         8B.4. CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.

         The Parent will not, nor will it permit any GCA Subsidiary to,

                  (a) dissolve, liquidate or wind up its affairs, sell,
         transfer, lease or otherwise dispose of its property or assets or agree
         to do so at a future time except the following, without duplication,
         shall be expressly permitted:

                           (i) Specified Sales;

                           (ii) the sale, transfer, lease or other disposition
                  of property or assets (A) to an unrelated party not in the
                  ordinary course of business (other than Specified Sales),
                  where and to the extent that they are the result of a Recovery
                  Event or (B) the sale, lease, transfer or other disposition of
                  machinery, parts and equipment no longer used or useful in the
                  conduct of the business of the Parent or any of the GCA
                  Subsidiaries, as appropriate, in its reasonable discretion, so
                  long as and the net proceeds therefrom are used to repair or
                  replace damaged property or to purchase or otherwise acquire
                  new assets or property, provided that such purchase or
                  acquisition is committed to within 180 days of receipt of the
                  net proceeds and such purchase or acquisition is consummated
                  within 270 days of receipt of such proceeds;

                           (iii) the sale, lease or transfer of property or
                  assets (at fair market value) from the Parent to any other GCA
                  Credit Party;

                           (iv) the sale, lease or transfer of property or
                  assets from a Credit Party other than the Parent to another
                  Credit Party; and

                           (v) the sale, lease or transfer of property or assets
                  (at fair market value) not to exceed $10,000,000 in the
                  aggregate in any fiscal year;

         provided, that with respect to sales of assets permitted hereunder
         only, the Agent shall be entitled, without the consent of the Primary
         Financing Parties, to release its GCA Liens relating to the particular
         assets sold; or

                  (b) (i) purchase, lease or otherwise acquire (in a single
         transaction or a series of related transactions) the GCA Property or
         assets of any Person (other than purchases or other acquisitions of
         inventory, leases, materials, GCA Property and equipment in the
         ordinary course of business, except as otherwise limited or prohibited
         herein) or (ii) enter into any transaction of merger or consolidation,
         except for (A) investments or acquisitions (including Permitted
         Acquisitions) permitted pursuant to Section 8B.5, and (B) the merger or
         consolidation of a GCA Credit Party with and into another GCA Credit
         Party, provided that if the Parent is a party thereto, the Parent will
         be the surviving corporation.

                                       54




         8B.5. ADVANCES, INVESTMENTS AND LOANS.

         The Parent will not, nor will it permit any GCA Subsidiary to, lend
money or extend credit or make advances to any Person, or purchase or acquire
any stock, obligations or securities of, or any other interest in, or make any
capital contribution to, any Person except for Permitted Investments.

         8B.6. TRANSACTIONS WITH GCA AFFILIATES.

         The Parent will not, nor will it permit any GCA Subsidiary to, enter
into any transaction or series of transactions, whether or not in the ordinary
course of business, with any officer, director, shareholder or GCA Affiliate
other than on terms and conditions substantially as favorable as would be
obtainable in a comparable arm's-length transaction with a Person other than an
officer, director, shareholder or GCA Affiliate.

         8B.7. OWNERSHIP OF SUBSIDIARIES; RESTRICTIONS.

         The Parent will not, nor will it permit any GCA Subsidiary to, create,
form or acquire any Subsidiaries, except for (a) Domestic GCA Subsidiaries which
are joined as Additional Credit Parties in accordance with the terms hereof and
(b) Foreign GCA Subsidiaries so long as the Capital Stock of such first-tier
Foreign GCA Subsidiaries are pledged to the agent under the Guarantor Credit
Agreement, for the benefit of the GCA Lenders, pursuant to the terms of the
Pledge Agreement. The Parent will not sell, transfer, pledge or otherwise
dispose of any Capital Stock or other equity interests in any of the GCA
Subsidiaries, nor will it permit any of the GCA Subsidiaries to issue, sell,
transfer, pledge or otherwise dispose of any of their Capital Stock or other
equity interests, except in a transaction permitted by Section 8B.4. The Parent
shall not, and shall not permit any of the GCA Subsidiaries to, amend, modify or
change its shareholders' agreements and other equity-related documents
(excluding amendments to stock option plan documents) in any material respect
without the prior written consent of the Primary Financing Parties.

         8B.8. FISCAL YEAR; ORGANIZATIONAL DOCUMENTS; MATERIAL AGREEMENTS.

         The Parent will not, nor will it permit any of the GCA Subsidiaries to,
change their fiscal year. The Parent will not, nor will it permit any GCA
Subsidiary to, amend, modify or change their articles of incorporation (or
corporate charter or other similar organizational document) or bylaws (or other
similar document) in any material respect or in any respect adverse to the
interests of the Primary Financing Parties without the prior written consent of
the Primary Financing Parties. The Parent will not, nor will it permit any of
the GCA Subsidiaries to, without the prior written consent of the Agent and the
Primary Financing Parties, amend, modify, cancel or terminate or fail to renew
or extend or permit the amendment, modification, cancellation or termination by
the Parent or any of the GCA Subsidiaries of any of the Material Agreements,
except in the event that such amendments, modifications, cancellations or
terminations could not reasonably be expected to have a GCA Material Adverse
Effect.

                                       55




         8B.9. LIMITATION ON RESTRICTED ACTIONS.

         The Parent will not, nor will it permit any GCA Subsidiary to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any such Person to (a) pay
dividends or make any other distributions to any Credit Party on its Capital
Stock or with respect to any other interest or participation in, or measured by,
its profits, (b) pay any Indebtedness or other obligation owed to any Credit
Party, (c) make loans or advances to any Credit Party, (d) sell, lease or
transfer any of its GCA Properties or assets to any Credit Party, or (e) act as
a Parent and pledge its assets pursuant to the Operative Agreements or any
renewals, refinancings, exchanges, refundings or extension thereof, except (in
respect of any of the matters referred to in clauses (a)-(d) above) for such
encumbrances or restrictions existing under or by reason of (i) this
Participation Agreement and the other Operative Agreements, (ii) applicable law,
(iii) any document or instrument governing Indebtedness incurred pursuant to
Section 8B.1(c), provided that any such restriction contained therein relates
only to the asset or assets constructed or acquired in connection therewith or
(iv) any GCA Permitted Lien or any document or instrument governing any GCA
Permitted Lien, provided that any such restriction contained therein relates
only to the asset or assets subject to such GCA Permitted Lien.

         8B.10. RESTRICTED PAYMENTS.

         Each of the GCA Credit Parties will not, nor will it permit any GCA
Subsidiary to, directly or indirectly, declare, order, make or set apart any sum
for or pay any Restricted Payment, except (a) to make dividends payable solely
in the common stock or equivalent equity interests of such Person and (b) to
make dividends or other distributions payable to the Parent or any wholly owned
GCA Subsidiary of the Parent that is a Credit Party (directly or indirectly
through GCA Subsidiaries).

         8B.11. PREPAYMENTS OF SUBORDINATED INDEBTEDNESS, ETC.

         The Parent will not, nor will it permit any GCA Subsidiary to, after
the issuance thereof, amend or modify (or permit the amendment or modification
of) any of the terms of any Subordinated Debt if such amendment or modification
would add or change any terms in a manner adverse to the interests of the
Primary Financing Parties or the issuer of such Subordinated Debt, or shorten
the final maturity or average life to maturity or require any payment to be made
sooner than originally scheduled or increase the interest rate applicable
thereto or change any subordination provision thereof.

         8B.12. SALE LEASEBACKS.

         The Parent will not, nor will it permit any GCA Subsidiary to, directly
or indirectly, become or remain liable as lessee or as guarantor or other surety
with respect to any lease, whether an operating lease or a Capital Lease, of any
GCA Property (whether real, personal or mixed), whether now owned or hereafter
acquired in excess of $10,000,000 in the aggregate on an annual basis, (a) which
the Parent or any GCA Subsidiary has sold or transferred or is to sell or
transfer to a Person which is not the Parent or any GCA Subsidiary or (b) which
the Parent or

                                       56




any GCA Subsidiary intends to use for substantially the same purpose as any
other GCA Property which has been sold or is to be sold or transferred by the
Parent or any GCA Subsidiary to another Person which is not the Parent or any
GCA Subsidiary in connection with such lease.

         8B.13. NO FURTHER NEGATIVE PLEDGES.

         The Parent will not, nor will it permit any GCA Subsidiary to, enter
into, assume or become subject to any agreement prohibiting or otherwise
restricting the creation or assumption of any GCA Lien upon its GCA Properties
or assets, whether now owned or hereafter acquired, or requiring the grant of
any security for such obligation if security is given for some other obligation,
except (a) pursuant to this Participation Agreement and the other Operative
Agreements, (b) pursuant to any document or instrument governing Indebtedness
incurred pursuant to Section 8B.1(c), provided that any such restriction
contained therein relates only to the asset or assets constructed or acquired in
connection therewith and (c) in connection with any GCA Permitted Lien or any
document or instrument governing any GCA Permitted Lien, provided that any such
restriction contained therein relates only to the asset or assets subject to
such GCA Permitted Lien.

SECTION 9. CREDIT AGREEMENT AND LESSOR ADVANCES.

         Notwithstanding anything to the contrary contained in the Credit
Agreement or any other Operative Agreement, the Agent, the Lenders, the Credit
Parties and the Borrower hereby agree that, unless a Default or Event of Default
has occurred and is continuing, the Lessee shall have the following rights:

                  (a) the right to designate an account to which Lessor Advances
         and Loans funded under the Operative Agreements shall be credited;

                  (b) the right to terminate or reduce the Lender Commitments
         pursuant to Section 2.5(a) of the Credit Agreement, and the right to
         terminate the Lessor Commitments;

                  (c) the right to exercise the conversion and continuation
         options pursuant to Section 2.7 of the Credit Agreement and Section
         5B.5 of this Agreement;

                  (d) the right to receive any notice and any certificate in
         each case issued pursuant to Section 2.11(a) of the Credit Agreement;

                  (e) the right to replace any Lender pursuant to Section
         2.11(b) of the Credit Agreement;

                  (f) the right to approve any successor agent pursuant to
         Section 8.6 of this Agreement;

                                       57




                  (g) the right to consent to any assignment by a Lender to
         which the Lessor has the right to consent pursuant to Section 9.8 of
         the Credit Agreement; and

                  (h) the right to perform the obligations of the Borrower
         pursuant to the Credit Agreement.

SECTION 20. TRANSFER OF INTEREST.

         20.1. RESTRICTIONS ON TRANSFER.

                  (a) Each Lender may participate, assign or transfer all or a
         portion of its interest hereunder and under the other Operative
         Agreements in accordance with Sections 9.7 and 9.8 of the Credit
         Agreement; provided, each participant, assignee or transferee must
         obtain the same ratable interest in Loans and Lender Commitments;
         provided, further, that each Lender that participates, assigns or
         transfers all or a portion of its interest hereunder and under the
         other Operative Agreements shall deliver to the Agent a copy of each
         Assignment and Acceptance (as referenced in Section 9.8 of the Credit
         Agreement) for purposes of maintaining the Register. The Lessor may,
         subject to the rights of the Lessee under the Lease and the other
         Operative Agreements and to the Lien of the applicable Security
         Documents, directly or indirectly, assign, convey, appoint an agent
         with respect to enforcement of, or otherwise transfer any of its right,
         title or interest in or to any Property, the Lease and the other
         Operative Agreements (including without limitation any right to
         indemnification thereunder), or any other document relating to a
         Property or any interest in a Property as provided in the Lease to any
         Eligible Lessor (i) if at any time the Lessor deems it necessary or
         appropriate under applicable Law or pursuant to the direction or
         recommendation of any Government Authority or (ii) for any other
         reason, but, with respect to this clause (ii), only with the prior
         written consent of the Agent (not to be unreasonably withheld or
         delayed) and (provided, no Default or Event of Default has occurred and
         is continuing) with the consent of the Lessee (not to be unreasonably
         withheld or delayed). Each Eligible Lessor who receives any right,
         title or interest of the Lessor with respect to the Operative
         Agreements shall provide the documentation required and otherwise
         comply with Section 9.8(c) of the Credit Agreement, mutatis mutandis,
         as if such Eligible Lessor was a Purchasing Lender thereunder. The
         provisions of the immediately preceding sentence shall not apply to the
         obligations of the Lessor to transfer Property to the Lessee or a third
         party purchaser pursuant to Article XXII of the Lease upon payment for
         such Property in accordance with the terms and conditions of the Lease.
         The Lessee may not assign any of the Operative Agreements or any of its
         rights or obligations thereunder or with respect to any Property in
         whole or in part to any Person without the prior written consent of the
         Agent and the Primary Financing Parties.

                  (b) Notwithstanding anything to the contrary in Section
         10.1(a), no consent shall be required from the Agent, the Lessee or any
         Primary Financing Party (but Lessor shall provide one hundred eighty
         (180) days (or such shorter period as required by the Legal Requirement
         giving rise to the assignment, conveyance, appointment or transfer

                                       58




         contemplated by this Section 10.1(b)) written notice to the Agent and
         the Lessee) in connection with any assignment, conveyance, appointment
         or transfer by the Lessor required by any Legal Requirement of all or
         any of its right, title or interest in or to the Properties, the Lease
         and the other Operative Agreements (including without limitation any
         right to indemnification thereunder), or any other document relating to
         the Properties or any interest in the Properties as provided in the
         Lease to an Eligible Lessor; provided, in such case, so long as no
         Default or Event of Default shall have occurred and be continuing,
         Lessee shall have the right to require the Lessor (unless such transfer
         or conveyance has already occurred, in which case the Lessee shall have
         the right to require such transferee) to transfer its interest to an
         Eligible Lessor selected by the Lessee, in its reasonable discretion;
         provided, further, Lessee shall be responsible for any cost or expense
         incurred by the Lessor in connection with any assignment, conveyance,
         appointment or transfer by the Lessor pursuant to this Section 10.1(b).

                  (c) The Lessee agrees to indemnify the Lessor for any loss,
         claim or increased costs incurred by the Lessor and quantified to
         Lessee in writing by Lessor in reasonable detail as a result of any
         change in GAAP that adversely affects the Lessor; provided, however, in
         the case of such a change in GAAP that adversely affects the Lessor, as
         long as no Default or Event of Default shall have occurred and be
         continuing, Lessee shall have the right to require the Lessor to
         transfer its interest to an Eligible Lessor selected by the Lessee, in
         its reasonable discretion; provided, further, nothing in the preceding
         proviso shall limit the obligation of the Lessee to provide the
         indemnity set forth in this Section 10.1(c).

                  (d) Upon the occurrence and during the continuance of an Event
         of Default by the Lessor, the Lessee shall have the right to require
         the Lessor to transfer its interest in the Properties and the Operative
         Agreements to an Eligible Lessor selected by the Lessee, in its
         reasonable discretion.

         20.2. EFFECT OF TRANSFER.

         From and after any transfer effected in accordance with this Section
10, the transferor shall be released, to the extent of such transfer, from its
liability hereunder and under the other documents to which it is a party in
respect of obligations to be performed on or after the date of such transfer;
provided, however, that any transferor shall remain liable hereunder and under
such other documents to the extent that the transferee shall not have assumed
the obligations of the transferor thereunder. Upon any transfer by the Lessor or
any other Primary Financing Party as above provided, any such transferee shall
assume the obligations of the Lessor or such Primary Financing Party, as the
case may be, and shall be deemed the "Lessor" and/or a "Primary Financing
Party", as the case may be, for all purposes of such documents and each
reference herein to the transferor shall thereafter be deemed a reference to
such transferee for all purposes, except as provided in the preceding sentence.
Notwithstanding any transfer of all or a portion of the transferor's interest as
provided in this Section 10, the transferor shall be entitled to all benefits
accrued and all rights vested prior to such transfer including without
limitation rights to indemnification under any such document.

                                       59




         20.3. SPECIAL TRANSFER BY LESSOR.

         Without limiting any of the rights of the Lessor provided herein or in
any other Operative Agreement, in the event the Lessor desires to assign any
portion of its interest in the Lessor Advance, the Lessor may, in its sole
discretion, but subject to the provisions of this Section 10.3, convert any
portion of the Lessor Advance into Loans by providing the Agent and the Lessee
with written notice of such conversion at least one (1) Business Day prior to
the effectiveness thereof, provided, at all times during the Term, the Lessor
shall maintain at least twelve percent (12%) of the aggregate Property Cost for
all Properties as a Lessor Advance. In the event the Lessor converts any portion
of the Lessor Advance to Loans, the Lessor Commitment and the Lender Commitments
(as set forth in Schedule 2.1 to the Credit Agreement), even though such may
have been terminated prior to the effectiveness of the conversion and such
conversion shall not reinstate any of the Commitments, shall be deemed to be
adjusted and the applicable provisions of the Operative Agreements, including
without limitation provisions referencing the percentage of Property Cost funded
as a Loan or Lessor Advance, Schedule 2.1 to the Credit Agreement, the
definition of Lessor Commitment and each similar provision of the Operative
Agreements which would be affected by the conversion contemplated by this
Section 10.3, shall be deemed amended to reference the appropriate amounts after
the conversion. Each of the parties hereto agrees that (a) as of the date of any
conversion pursuant to this Section 10.3 and thereafter, any portion of the
Lessor Advance which is converted into Loans shall be treated as if such portion
was a Loan at all times since the Initial Closing Date and shall have the
benefit of the Collateral and the Security Documents as if such Loan has been
outstanding since the Initial Closing Date, (b) the Lenders, whether existing or
joined by assignment, receiving an assignment of any such converted Loan shall
have all of the rights, benefits and obligations of a Lender and not the rights,
benefits and obligations of the Lessor, provided, the Lessor shall retain,
regarding dates prior to the effectiveness of the conversion, the benefit of any
indemnity provisions in the Operative Agreements, including without limitation
Section 11, with respect to the portion of the Lessor Advance which is converted
to Loans hereunder and (c) upon written request by the Lessor to execute an
amendment to the Operative Agreements, which evidences the conversion
contemplated by this Section 10.3, including without limitation amending the
applicable provisions referencing the percentage of Property Cost funded as a
Loan or Lessor Advance, Schedule 2.1 to the Credit Agreement, the definition of
Lessor Commitment and each similar provisions of the Operative Agreements which
would be affected by the conversion contemplated by this Section 10.3, to
execute such amendment and to deliver appropriate documentation evidencing such
amendment; provided, such conversion and the modification to the applicable
provisions of the Operative Agreements shall be effective upon the Lessor's
delivery of notice of any such conversion regardless of whether any such
amendment is executed. As of the date of the conversion, but in no event more
than once, the Lessee, upon request of the Lessor, shall cause a legal opinion
to be issued by Lessee's counsel in favor of each Financing Party, including
without limitation any Lender who is receiving an assignment of a portion of the
Loans at such time, in form and substance similar to the opinion delivered on
the Initial Closing Date pursuant to Section 5.3(cc) (but also including and
addressing the amendment and the documents related thereto required pursuant to
this Section 10.3 and the enforceability of the Loans and Lessor Advances as of
the date of such amendment) and otherwise in form and substance acceptable to
the Lessor.

                                       60




SECTION 21.  INDEMNIFICATION.

         21.1. GENERAL INDEMNITY.

         Whether or not any of the transactions contemplated hereby shall be
consummated, the Indemnity Provider hereby assumes liability for and agrees to
defend, indemnify and hold harmless each Indemnified Person on an After Tax
Basis from and against any Claims, which may be imposed on, incurred by or
asserted against an Indemnified Person by any third party, including without
limitation Claims arising from the negligence of an Indemnified Person (but not
to the extent such Claims arise from such Indemnified Party's breach of its
express obligations under the Operative Agreements (other than such Indemnified
Party's obligation to pay interest under any Note or Lessor Yield regarding any
Lessor Advance) or the gross negligence or willful misconduct of such
Indemnified Person itself, as determined by a court of competent jurisdiction,
as opposed to gross negligence or willful misconduct imputed to such Indemnified
Person) in any way relating to or arising or alleged to arise out of the
execution, delivery, performance or enforcement of this Agreement, the Lease or
any other Operative Agreement or on or with respect to any Property or any
component thereof, including without limitation Claims in any way relating to or
arising or alleged to arise out of (a) the financing, refinancing, purchase,
acceptance, rejection, ownership, design, construction, refurbishment,
development, delivery, acceptance, nondelivery, leasing, subleasing, possession,
use, occupancy, operation, maintenance repair, modification, transportation,
condition, sale, return, repossession (whether by summary proceedings or
otherwise), or any other disposition of any Property or any part thereof,
including without limitation the acquisition, holding or disposition of any
interest in any Property, lease or agreement comprising a portion of any
thereof; (b) any latent or other defects in any Property or any portion thereof
whether or not discoverable by an Indemnified Person or the Indemnity Provider;
(c) a violation of Environmental Laws, Environmental Claims or other loss of or
damage to any property or the environment relating to any Property, the Lease or
the Indemnity Provider; (d) the Operative Agreements, or any transaction
contemplated thereby; (e) any breach by the Indemnity Provider of any of its
representations or warranties under the Operative Agreements to which the
Indemnity Provider is a party or failure by the Indemnity Provider to perform or
observe any covenant or agreement to be performed by it under any of the
Operative Agreements; (f) the transactions contemplated hereby or by any other
Operative Agreement, in respect of the application of Parts 4 and 5 of Subtitle
B of Title I of ERISA; (g) personal injury, death or property damage, including
without limitation Claims based on strict or absolute liability in tort; and (h)
any fees, expenses and/or other assessments by any business park or any other
applicable entity with oversight responsibility for the applicable Property.

         If a written Claim is made against any Indemnified Person or if any
proceeding shall be commenced against such Indemnified Person (including without
limitation a written notice of such proceeding), for any Claim, such Indemnified
Person shall promptly notify the Indemnity Provider in writing and shall not
take action with respect to such Claim without the consent of the Indemnity
Provider for thirty (30) days after the receipt of such notice by the Indemnity
Provider; provided, however, that in the case of any such Claim, if action shall
be required by law or regulation to be taken prior to the end of such period of
thirty (30) days, such Indemnified

                                       61




Person shall endeavor to, in such notice to the Indemnity Provider, inform the
Indemnity Provider of such shorter period, and no action shall be taken with
respect to such Claim without the consent of the Indemnity Provider before seven
(7) days before the end of such shorter period unless the Indemnified Person
shall be required by such law or regulation to take action prior to the end of
such seven (7) day period; provided, further, that the failure of such
Indemnified Person to give the notices referred to in this sentence shall not
diminish the Indemnity Provider's obligation hereunder except to the extent such
failure materially precludes the Indemnity Provider from contesting such Claim,
in which case the Indemnity Provider's obligations hereunder shall be diminished
in a manner proportionate to such material preclusion.

         If, within thirty (30) days of receipt of such notice from the
Indemnified Person (or such shorter period as the Indemnified Person has
notified the Indemnity Provider is required by law or regulation for the
Indemnified Person to respond to such Claim), the Indemnity Provider shall
request in writing that such Indemnified Person respond to such Claim, the
Indemnified Person shall, at the expense of the Indemnity Provider, in good
faith conduct and control such action (including without limitation by pursuit
of appeals) (provided, however, that (A) if such Claim, in the Indemnity
Provider's reasonable discretion, can be pursued by the Indemnity Provider on
behalf of or in the name of such Indemnified Person, the Indemnified Person, at
the Indemnity Provider's request, shall allow the Indemnity Provider to conduct
and control the response to such Claim and (B) in the case of any Claim (and
notwithstanding the provisions of the foregoing subsection (A)), the Indemnified
Person may request the Indemnity Provider to conduct and control the response to
such Claim (with counsel to be selected by the Indemnity Provider and consented
to by such Indemnified Person, such consent not to be unreasonably withheld;
provided, however, that any Indemnified Person may retain separate counsel at
the expense of the Indemnity Provider in the event of a conflict of interest
between such Indemnified Person and the Indemnity Provider)) by, in the sole
discretion of the Person conducting and controlling the response to such Claim
(1) resisting payment thereof, (2) not paying the same except under protest, if
protest is necessary and proper, (3) if the payment be made, using reasonable
efforts to obtain a refund thereof in appropriate administrative and judicial
proceedings, or (4) taking such other action as is reasonably requested by the
Indemnity Provider from time to time including but not limited to paying the
same, subject to the last sentence of Section 11.1, as a result of settlement or
otherwise.

         The party controlling the response to any Claim shall consult in good
faith with the non-controlling party and shall keep the non-controlling party
reasonably informed as to the conduct of the response to such Claim; provided,
that all decisions ultimately shall be made in the discretion of the controlling
party. The parties agree that an Indemnified Person may at any time decline to
take further action with respect to the response to such Claim and may settle
such Claim if such Indemnified Person shall waive its rights to any indemnity
from the Indemnity Provider that otherwise would be payable in respect of such
Claim (and any future Claim, the pursuit of which is precluded by reason of such
resolution of such Claim) and shall pay to the Indemnity Provider any amount
previously paid or advanced by the Indemnity Provider pursuant to this Section
11.1 by way of indemnification or advance for the payment of an amount regarding
such Claim, except reasonable expenses therefrom incurred by such Indemnified
Person in connection with the response to such Claim.

                                       62




         Notwithstanding the foregoing provisions of this Section 11.1, an
Indemnified Person shall not be required to take any action and the Indemnity
Provider shall not be permitted to respond to any Claim in its own name or that
of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to
pay and shall pay to such Indemnified Person on demand and on an After Tax Basis
all reasonable costs, losses and expenses that such Indemnified Person actually
incurs in connection with such Claim, including without limitation all
reasonable legal, accounting and investigatory fees and disbursements and the
Indemnity Provider shall have agreed that the Claim is an indemnifiable Claim
hereunder, (B) in the case of a Claim that must be pursued in the name of an
Indemnified Person (or an Affiliate thereof), the amount of the potential
indemnity (taking into account all similar or logically related Claims that have
been or could be raised for which the Indemnity Provider may be liable to pay an
indemnity under this Section 11.1) exceeds $20,000 (or such lesser amount as may
be subsequently agreed between the Indemnity Provider and the Indemnified
Person), (C) the Indemnified Person shall have reasonably determined that the
action to be taken will not result in any material danger of sale, forfeiture or
loss of any Property, or any part thereof or interest therein, will not
interfere with the payment of Rent, and will not result in risk of criminal
liability, (D) if such Claim shall involve the payment of any amount prior to
the resolution of such Claim, the Indemnity Provider shall provide to the
Indemnified Person an interest-free advance in an amount equal to the amount
that the Indemnified Person is required to pay (with no additional net after-tax
cost to such Indemnified Person) prior to the date such payment is due and (E)
no Event of Default shall have occurred and be continuing. In no event shall an
Indemnified Person be required to appeal an adverse judicial determination to
the United States Supreme Court. In addition, an Indemnified Person shall not be
required to contest any Claim in its name (or that of an Affiliate) if the
subject matter thereof shall be of a continuing nature and shall have previously
been decided adversely by a court of competent jurisdiction pursuant to the
contest provisions of this Section 11.1, unless there shall have been a change
in law (or interpretation thereof) and the Indemnified Person shall have
received, at the Indemnity Provider's expense, an opinion of independent counsel
selected by the Indemnity Provider and reasonably acceptable to the Indemnified
Person stating that as a result of such change in law (or interpretation
thereof), it is more likely than not that the Indemnified Person will prevail in
such contest. In no event shall the Indemnity Provider be permitted to adjust or
settle any Claim without the consent of the Indemnified Person to the extent any
such adjustment or settlement involves, or is reasonably likely to involve, any
performance by or adverse admission by or with respect to the Indemnified
Person.

         21.2. GENERAL TAX INDEMNITY.

                  (a) The Indemnity Provider shall pay and assume liability for,
         and does hereby agree to indemnify, protect and defend each Property
         and all Indemnified Persons, and hold them harmless against, all
         Impositions on an After Tax Basis, and all payments pursuant to the
         Operative Agreements shall be made free and clear of and without
         deduction for any and all present and future Impositions.

                  (b) Notwithstanding anything to the contrary in Section
         11.2(a) hereof, the following shall be excluded from the indemnity
         required by Section 11.2(a):

                                       63




                  (i) Taxes (other than Taxes that are, or are in the nature of,
         sales, use, rental, value added, transfer or property taxes) that are
         imposed on an Indemnified Person by the United States federal
         government that are based on or measured by the net income (including
         without limitation taxes based on capital gains, minimum taxes and
         alternative minimum taxes) of such Person; provided, that this clause
         (i) shall not be interpreted to prevent a payment from being made on an
         After Tax Basis if such payment is otherwise required to be so made;

                  (ii) Taxes (other than Taxes that are, or are in the nature
         of, sales, use, rental, value added, transfer or property taxes) that
         are imposed on any Indemnified Person (other than the Lessor) by any
         state or local jurisdiction or taxing authority within any state or
         local jurisdiction and that are based upon or measured by the net
         income (including without limitation taxes based on capital gains,
         minimum taxes and alternative minimum taxes) of such Person; provided
         that such Taxes shall not be excluded under this subparagraph (ii) to
         the extent such Taxes would have been imposed had the location,
         possession or use of any Property in, the location or the operation of
         the Lessee in, or the Lessee's making payments under the Operative
         Agreements from, the jurisdiction imposing such Taxes been the sole
         connection between such Indemnified Person and the jurisdiction
         imposing such Taxes; provided, further, that this clause (ii) shall not
         be interpreted to prevent a payment from being made on an After Tax
         Basis if such payment is otherwise required to be so made;

                  (iii) any Tax to the extent it relates to any act, event or
         omission that occurs after the termination of the Lease and redelivery
         or sale of any Property in accordance with the terms of the Lease (but
         not any Tax that relates to such termination, redelivery or sale and/or
         to any period prior to such termination, redelivery or sale);

                  (iv) any Taxes which are imposed on an Indemnified Person as a
         result of the gross negligence or willful misconduct of such
         Indemnified Person itself, as determined by a court of competent
         jurisdiction (as opposed to gross negligence or willful misconduct
         imputed to such Indemnified Person), but not Taxes imposed as a result
         of ordinary negligence of such Indemnified Person; and

                  (v) any Taxes which are imposed on an Indemnified Person as a
         direct and primary result of such Indemnified Person's breach of its
         express obligations under the Operative Agreements.

         (c) (i) Subject to the terms of Section 11.2(f), the Indemnity Provider
         shall pay or cause to be paid all Impositions directly to the taxing
         authorities where feasible and otherwise to the Indemnified Person, as
         appropriate, and the Indemnity Provider shall at its own expense, upon
         such Indemnified Person's reasonable request, furnish to such
         Indemnified Person copies of official receipts or other satisfactory
         proof evidencing such payment.

                                       64




                  (ii) In the case of Impositions for which no contest is
         conducted pursuant to Section 11.2(f) and which the Indemnity Provider
         pays directly to the taxing authorities, the Indemnity Provider shall
         pay such Impositions prior to the latest time permitted by the relevant
         taxing authority for timely payment. In the case of Impositions for
         which the Indemnity Provider reimburses an Indemnified Person, the
         Indemnity Provider shall do so within thirty (30) days after receipt by
         the Indemnity Provider of demand by such Indemnified Person describing
         in reasonable detail the nature of the Imposition and the basis for the
         demand (including without limitation the computation of the amount
         payable), accompanied by receipts or other reasonable evidence of such
         demand. In the case of Impositions for which a contest is conducted
         pursuant to Section 11.2(f), the Indemnity Provider shall pay such
         Impositions or reimburse such Indemnified Person for such Impositions,
         to the extent not previously paid or reimbursed pursuant to subsection
         (a), prior to the latest time permitted by the relevant taxing
         authority for timely payment after conclusion of all contests under
         Section 11.2(f).

                  (iii) At the Indemnity Provider's request, the amount of any
         indemnification payment by the Indemnity Provider pursuant to
         subsection (a) shall be verified and certified by an independent public
         accounting firm mutually acceptable to the Indemnity Provider and the
         Indemnified Person. The fees and expenses of such independent public
         accounting firm shall be paid by the Indemnity Provider unless such
         verification shall result in an adjustment in the Indemnity Provider's
         favor of fifteen percent (15%) or more of the payment as computed by
         the Indemnified Person, in which case such fee shall be paid by the
         Indemnified Person.

         (d) The Indemnity Provider shall be responsible for preparing and
filing any real and personal property or ad valorem tax returns in respect of
the Properties. In case any other report or tax return shall be required to be
made with respect to any obligations of the Indemnity Provider under or arising
out of subsection (a) and of which the Indemnity Provider has knowledge or
should have knowledge, the Indemnity Provider, at its sole cost and expense,
shall notify the relevant Indemnified Person of such requirement and (except if
such Indemnified Person notifies the Indemnity Provider that such Indemnified
Person intends to prepare and file such report or return) (A) to the extent
required or permitted by and consistent with Legal Requirements, make and file
in the Indemnity Provider's name such return, statement or report; and (B) in
the case of any other such return, statement or report required to be made in
the name of such Indemnified Person, advise such Indemnified Person of such fact
and prepare such return, statement or report for filing by such Indemnified
Person or, where such return, statement or report shall be required to reflect
items in addition to any obligations of the Indemnity Provider under or arising
out of subsection (a), provide such Indemnified Person at the Indemnity
Provider's expense with information sufficient to permit such return, statement
or report to be properly made with respect to any obligations of the Indemnity
Provider under or arising out of subsection (a) no later than fifteen (15) days
prior to the due date thereof. Such Indemnified Person shall, upon the Indemnity
Provider's request and at the

                                       65




         Indemnity Provider's expense, provide any data maintained by such
         Indemnified Person (and not otherwise available to or within the
         control of the Indemnity Provider) with respect to each Property which
         the Indemnity Provider may reasonably require to prepare any required
         tax returns or reports.

                  (e) As between the Indemnity Provider on one hand, and each
         Financing Party on the other hand, the Indemnity Provider shall be
         responsible for, and the Indemnity Provider shall indemnify and hold
         harmless each Financing Party (without duplication of any
         indemnification required by subsection (a)) on an After Tax Basis
         against, any obligation for United States or foreign withholding taxes
         or similar levies, imposts, charges, fees, deductions or withholdings
         (collectively, "Withholdings") imposed in respect of the interest
         payable on the Notes, Lessor Yield payable on the Lessor Advances or
         with respect to any other payments under the Operative Agreements (all
         such payments being referred to herein as "Exempt Payments" to be made
         without deduction, withholding or set off) (and, if any Financing Party
         receives a demand for such payment from any taxing authority or a
         Withholding is otherwise required with respect to any Exempt Payment,
         the Indemnity Provider shall discharge such demand on behalf of such
         Financing Party); provided, however, that the obligation of the
         Indemnity Provider under this Section 11.2(e) shall not apply to:

                           (i) Withholdings on any Exempt Payment to any
                  Financing Party which is a non-U.S. Person unless such
                  Financing Party is, on the date hereof (or on the date it
                  becomes a Financing Party hereunder) and on the date of any
                  change in the principal place of business or the lending
                  office of such Financing Party (provided that this Section
                  11.2(e)(i) shall not apply with respect to any change in a
                  Financing Party's principal place of business or lending
                  office unless such change subjects such Financing Party to
                  additional U.S. Withholdings), entitled to and does timely
                  submit to the Agent two (2) complete original signed copies of
                  a Form W-8BEN or Form W-8ECI or successor applicable form,
                  certifying in each case that such party is entitled under
                  Section 1442 of the Code or any other applicable provision
                  thereof or under any applicable tax treaty or convention to
                  receive payments pursuant to the Operative Agreements without
                  deduction or withholding of United States federal income tax
                  and is a foreign Person thereby entitled to an exemption from
                  United States backup withholding taxes (except where the
                  failure of the exemption results from a change in the
                  principal place of business of the Lessee; provided if a
                  failure of exemption for any Financing Party results from a
                  change in the principal place of business or lending office of
                  any other Financing Party, then such other Financing Party
                  shall be liable for any Withholding or indemnity with respect
                  thereto), or

                           (ii) Any U.S. Taxes imposed solely by reason of the
                  failure by a non-U.S. Person to comply with applicable
                  certification, information, documentation or other reporting
                  requirements concerning the nationality, residence, identity
                  or connections with the United States of America of such
                  non-U.S. Person if such compliance is required by statute or
                  regulation of the United States of America as a precondition
                  to relief or exemption from such U.S. Taxes.

                                       66




For the purposes of this Section 11.2(e), (A) "U.S. Person" shall mean a
citizen, national or resident of the United States of America, a corporation,
partnership or other entity created or organized in or under any laws of the
United States of America or any State thereof, or any estate or trust that is
subject to Federal income taxation regardless of the source of its income, (B)
"U.S. Taxes" shall mean any present or future tax, assessment or other charge or
levy imposed by or on behalf of the United States of America or any taxing
authority thereof or therein, (C) "Form W-8BEN" shall mean Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding) of the Department of the Treasury of the United States of America
and (D) "Form W-8ECI" shall mean Form W-8ECI (Certificate of Foreign Person's
Claim for Exemption from Withholding on Income Effectively Connected with the
Conduct of a Trade or Business in the United States) of the Department of
Treasury of the United States of America. Each of the Forms referred to in the
foregoing clauses (C) and (D) shall include such successor and related forms as
may from time to time be adopted by the relevant taxing authorities of the
United States of America to document a claim to which such Form relates.

         If a Financing Party or an Affiliate with whom such Financing Party
files a consolidated tax return (or equivalent) subsequently receives the
benefit in any country of a tax credit or an allowance resulting from U.S. Taxes
with respect to which it has received a payment of an additional amount under
this Section 11.2(e), such Financing Party will pay to the Indemnity Provider
such part of that benefit as in the opinion of such Financing Party will leave
it (after such payment) in a position no more and no less favorable than it
would have been in if no additional payment had been required to be paid,
provided always that (i) such Financing Party will be the sole judge of the
amount of any such benefit and of the date on which it is received, (ii) such
Financing Party will have the absolute discretion as to the order and manner in
which it employs or claims tax credits and allowances available to it and (iii)
such Financing Party will not be obliged to disclose to the Indemnity Provider
any information regarding its tax affairs or tax computations.

         Each non-U.S. Person that shall become a Financing Party after the date
hereof shall, upon the effectiveness of the related transfer or otherwise upon
becoming a Financing Party hereunder, be required to provide all of the forms
and statements referenced above or other evidences of exemption from
Withholdings.

         (f) If a written Claim is made against any Indemnified Person or if any
proceeding shall be commenced against such Indemnified Person (including without
limitation a written notice of such proceeding), for any Impositions, the
provisions in Section 11.1 relating to notification and rights to contest shall
apply; provided, however, that the Indemnity Provider shall have the right to
conduct and control such contest only if such contest involves a Tax other than
a Tax on net income of the Indemnified Person and can be pursued independently
from any other proceeding involving a Tax liability of such Indemnified Person.

                                       67



                  (g) If any Indemnified Person shall receive a refund or rebate
         of any Tax paid by an Indemnity Provider pursuant to this Section 11.2,
         then the recipient thereof shall promptly repay the refund or rebate to
         the Indemnity Provider limited to the amount received and taking into
         account any Tax consequences arising in connection with the receipt
         thereof and the repayment contemplated by this Section 11.2(g);
         provided, however, such amounts shall not be repaid to the Indemnity
         Provider during the occurrence and continuance of any Event of Default
         under any Operative Agreements attributable to the Indemnity Provider,
         provided, further, if after a refund or rebate of any Tax, there occurs
         subsequent assessments with respect to such Tax, the provisions of
         Section 11.2(a) above shall apply.

         21.3. INCREASED COSTS, ILLEGALITY, ETC.

                  (a) If, due to either (i) the introduction of or any change in
         or in the interpretation of any law or regulation or (ii) the
         compliance with any guideline or request hereafter adopted, promulgated
         or made by any central bank or other governmental authority (whether or
         not having the force of law), there shall be any increase in the cost
         to any Financing Party of agreeing to make or making, funding or
         maintaining Advances, then the Lessee shall from time to time, upon
         demand by such Financing Party (with a copy of such demand to the Agent
         but subject to the terms of Section 2.11 of the Credit Agreement), pay
         to the Agent for the account of such Financing Party additional amounts
         sufficient to compensate such Financing Party for such increased cost.
         A certificate as to the amount of such increased cost, submitted to the
         Lessee and the Agent by such Financing Party, shall be conclusive and
         binding for all purposes, absent manifest error; provided, that upon
         request, the Lessee shall be entitled to review and verify
         non-confidential information of any Financing Party related to the
         determination as set forth in the certificate and discuss such
         non-confidential information of any Financing Party related to any such
         determination with such Financing Party.

                  (b) If any Financing Party determines that compliance with any
         law or regulation or any guideline or request from any central bank or
         other governmental authority (whether or not having the force of law,
         but in each case promulgated or made after the date hereof) affects or
         would affect the amount of capital required or expected to be
         maintained by such Financing Party or any corporation controlling such
         Financing Party and that the amount of such capital is increased by or
         based upon the existence of such Financing Party's commitment to make
         Advances and other commitments of this type or upon the Advances, then,
         upon demand by such Financing Party (with a copy of such demand to the
         Agent but subject to the terms of Section 2.11 of the Credit
         Agreement), the Lessee shall pay to the Agent for the account of such
         Financing Party, from time to time as specified by such Financing
         Party, additional amounts sufficient to compensate such Financing Party
         or such corporation in the light of such circumstances, to the extent
         that such Financing Party reasonably determines such increase in
         capital to be allocable to the existence of such Financing Party's
         commitment to make such Advances. A certificate as to such amounts
         submitted to the Lessee and the Agent by such Financing Party shall be
         conclusive and binding for all purposes, absent manifest error;
         provided, that upon request, the Lessee shall be entitled to review and
         verify non-

                                       68




         confidential information of any Financing Party related to the
         determination as set forth in the certificate and discuss such
         non-confidential information of any Financing Party related to any such
         determination with such Financing Party.

                  (c) Without affecting its rights under Sections 11.3(a),
         21.3(b) or any other provision of any Operative Agreement, each
         Financing Party agrees that if there is any increase in any cost to or
         reduction in any amount receivable by such Financing Party with respect
         to which the Lessee would be obligated to compensate such Financing
         Party pursuant to Sections 11.3(a) or 11.3(b), such Financing Party
         shall use reasonable efforts to select an alternative office for
         Advances which would not result in any such increase in any cost to or
         reduction in any amount receivable by such Financing Party; provided,
         however, that no Financing Party shall be obligated to select an
         alternative office for Advances if such Financing Party determines that
         (i) as a result of such selection such Financing Party would be in
         violation of any applicable law, regulation, treaty, or guideline, or
         would incur additional costs or expenses or (ii) such selection would
         be inadvisable for regulatory reasons or materially inconsistent with
         the interests of such Financing Party.

                  (d) With reference to the obligations of the Lessee set forth
         in Sections 11.3(a) through 11.3(c), the Lessee shall not have any
         obligation to pay to any Financing Party amounts owing under such
         Sections for any period which is more than one (1) year prior to the
         date upon which the request for payment therefor is delivered to the
         Lessee.

                  (e) Notwithstanding any other provision of this Agreement, if
         any Financing Party shall notify the Agent that the introduction of or
         any change in or in the interpretation of any law or regulation makes
         it unlawful, or any central bank or other governmental authority
         asserts that it is unlawful, for any Financing Party to perform its
         obligations hereunder to make or maintain its Loans or Lessor Advances
         on the basis of the Eurodollar Rate, then (i) such Loans or Lessor
         Advances will automatically, at the earlier of the end of the Interest
         Period for such Loans or Lessor Advances, or the date required by law,
         convert into Loans or Lessor Advances based on the ABR and (ii) the
         obligation of the Financing Parties to make, convert or continue its
         Loans or Lessor Advances on the basis of the Eurodollar Rate shall be
         suspended until the Agent shall notify the Lessee that such Financing
         Party has determined that the circumstances causing such suspension no
         longer exist.

         21.4. FUNDING/CONTRIBUTION INDEMNITY.

         Subject to the provisions of Section 2.11(a) of the Credit Agreement,
the Lessee agrees to indemnify each Financing Party and to hold each Financing
Party harmless from any loss or reasonable expense which such Financing Party
may sustain or incur as a consequence of (a) any default in connection with the
drawing of funds for any Advance, (b) any default in making any prepayment after
a notice thereof has been given in accordance with the provisions of the
Operative Agreements or (c) the making of a voluntary or involuntary payment of
Loans or Lessor Advances based on the Eurodollar Rate on a day which is not the
last day of an Interest

                                       69




Period with respect thereto. Such indemnification shall be in an amount equal to
the excess, if any, of (x) the amount of interest or Lessor Yield, as the case
may be, which would have accrued on the amount so paid, or not so borrowed,
accepted, converted or continued for the period from the date of such payment or
of such failure to borrow, accept, convert or continue to the last day of such
Interest Period (or, in the case of a failure to borrow, accept, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable Eurodollar Rate plus the Applicable
Percentage for such Loan or Lessor Advance, as the case may be, for such
Interest Period over (y) the amount of interest (as determined by such Financing
Party in its reasonable discretion) which would have accrued to such Financing
Party on such amount by (i) (in the case of the Lenders) reemploying such funds
in loans of the same type and amount during the period from the date of payment
or failure to borrow to the last day of the then applicable Interest Period (or,
in the case of a failure to borrow, the Interest Period that would have
commenced on the date of such failure) and (ii) (in the case of the Lessor)
placing such amount on deposit for a comparable period with leading banks in the
relevant interest rate market. This covenant shall survive the termination of
the Operative Agreements and the payment of all other amounts payable hereunder.

         21.5.    EXPRESS INDEMNIFICATION FOR ORDINARY NEGLIGENCE, STRICT
                  LIABILITY, ETC.

         WITHOUT LIMITING THE GENERALITY OF THE INDEMNIFICATION PROVISIONS OF
ANY AND ALL OF THE OPERATIVE AGREEMENTS AND TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH PERSON PROVIDING INDEMNIFICATION OF ANOTHER PERSON UNDER
ANY OPERATIVE AGREEMENT HEREBY FURTHER EXPRESSLY RELEASES EACH BENEFICIARY OF
ANY SUCH INDEMNIFICATION FROM ALL CLAIMS FOR LOSS OR DAMAGE, DESCRIBED IN ANY
OPERATIVE AGREEMENT, CAUSED BY ANY ACT OR OMISSION ON THE PART OF ANY SUCH
BENEFICIARY ATTRIBUTABLE TO THE ORDINARY NEGLIGENCE (WHETHER SOLE OR
CONTRIBUTORY) OR STRICT LIABILITY OF ANY SUCH BENEFICIARY, AND INDEMNIFIES,
EXONERATES AND HOLDS EACH SUCH BENEFICIARY FREE AND HARMLESS FROM AND AGAINST
ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, LOSSES, COSTS,
LIABILITIES, DAMAGES AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEY'S FEES
AND EXPENSES), DESCRIBED ABOVE, INCURRED BY ANY SUCH BENEFICIARY (IRRESPECTIVE
OF WHETHER ANY SUCH BENEFICIARY IS A PARTY TO THE ACTION FOR WHICH
INDEMNIFICATION UNDER THIS AGREEMENT OR ANY OTHER OPERATIVE AGREEMENT IS SOUGHT)
ATTRIBUTABLE TO THE ORDINARY NEGLIGENCE (WHETHER SOLE OR CONTRIBUTORY) OR STRICT
LIABILITY OF ANY SUCH BENEFICIARY.

         21.6. ADDITIONAL PROVISIONS REGARDING ENVIRONMENTAL INDEMNIFICATION.

         Each and every Indemnified Person shall at all times have the rights
and benefits, and the Indemnity Provider shall have the obligations, in each
case provided pursuant to the Operative Agreements with respect to environmental
matters, violations of any Environmental Law, any

                                       70




Environmental Claim or other loss of or damage to any property or the
environment relating to any Property, the Lease or the Indemnity Provider
(including without limitation the rights and benefits provided pursuant to
Section 11.1(c)).

SECTION 22.  MISCELLANEOUS.

         22.1. SURVIVAL OF AGREEMENTS.

         The representations, warranties, covenants, indemnities and agreements
of the parties provided for in the Operative Agreements, and the parties'
obligations under any and all thereof, shall survive the execution and delivery
of this Agreement, the transfer of any Property to the Lessor, the acquisition
of any Property (or any of its components), the construction of any
Improvements, any disposition of any interest of the Lessor in any Property, the
payment of the Notes and the Lessor Advance and any disposition thereof and
shall be and continue in effect notwithstanding any investigation made by any
party and the fact that any party may waive compliance with any of the other
terms, provisions or conditions of any of the Operative Agreements. Except as
otherwise expressly set forth herein or in other Operative Agreements, the
indemnities of the parties provided for in the Operative Agreements shall
survive the expiration or termination of one or more Operative Agreements.

         22.2. NOTICES.

         All notices required or permitted to be given under any Operative
Agreement shall be in writing. Notices may be served by certified or registered
mail, postage paid with return receipt requested; by private courier, prepaid;
by telex, facsimile, or other telecommunication device capable of transmitting
or creating a written record; or personally. Mailed notices shall be deemed
delivered five (5) days after mailing, properly addressed. Couriered notices
shall be deemed delivered when delivered as addressed, or if the addressee
refuses delivery, when presented for delivery notwithstanding such refusal.
Telex or telecommunicated notices shall be deemed delivered when receipt is
either confirmed by confirming transmission equipment or acknowledged by the
addressee or its office. Personal delivery shall be effective when accomplished.
Unless a party changes its address by giving notice to the other party as
provided herein, notices shall be delivered to the parties at the following
addresses:

         If to the Lessee, to such entity at the following address:

                   West Facilities Corporation
                   11808 Miracle Hills Drive
                   Omaha, Nebraska 68154
                   Attention:    Paul M. Mendlik, Chief Financial Officer
                   Telephone:    (402) 963-1200
                   Telecopy:     (402) 963-1619

                                       71




         If to the Lessor, to it at the following address:

                   Wachovia Development Corporation
                   c/o Wachovia Securities, Inc.
                   One Wachovia Center
                   201 South College Street
                   Charlotte, North Carolina  28288
                   Attention:        Gabrielle Braverman
                   Telephone:        (704) 383-1967
                   Telecopy:         (704) 383-8108

         If to the Agent, to it at the following address:

                   Wachovia Bank, National Association
                   301 South College Street
                   Charlotte, North Carolina  28288-5708
                   Attention:        Angela Abessinio
                   Telephone:        (704) 383-9334
                   Telecopy:         (704) 383-7989

         If to any Lender, to it at the address set forth for such Lender in
Schedule 2.1 of the Credit Agreement.

         From time to time any party may designate additional parties and/or
another address for notice purposes by notice to each of the other parties
hereto. Each notice hereunder shall be effective upon receipt or refusal
thereof.

         22.3. COUNTERPARTS.

         This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one (1) and the same
instrument.

         12.4.    TERMINATIONS, AMENDMENTS, WAIVERS, ETC.; UNANIMOUS VOTE
                  MATTERS.

         Each of the parties hereto agrees that:

                  (a) except as expressly provided in subsections (b) and (c)
         below and except for the Unanimous Vote Matters, each Operative
         Agreement may only be terminated, amended, modified, extended
         supplemented, restated, replaced or waived upon the approval in writing
         by the Borrower, the Agent, the Majority Secured Parties, the Lessee
         (to the extent the Lessee is a party to such Operative Agreement) and,
         with respect to the Guaranty only, the Guarantors; provided, each
         termination, amendment, modification, extension, supplement,
         restatement, replacement or waiver regarding any Operative Agreement,
         which adversely affects the rights of the Lessee shall also require the
         written consent of the Lessee (not to be unreasonably withheld or
         delayed) unless a Lease

                                       72




         Default or Lease Event of Default shall have occurred and be
         continuing, provided, further, that each termination, amendment,
         modification, extension, supplement, restatement, replacement or waiver
         regarding any Operative Agreement shall also require the written
         consent of each Financing Party affected thereby (the "Unanimous Vote
         Matters"), so as to

                           (i) except for a pro rata reduction in each such Lend
                  Commitment and/or Lessor Commitment or, regarding the Lender
                  Commitment, as otherwise provided in Section 2.5 of the Credit
                  Agreement, reduce the Lender Commitments and/or the Lessor
                  Commitments or extend the scheduled date of maturity of any
                  Note;

                           (ii) extend the scheduled Expiration Date or extend
                  any payment date of any Note or Lessor Advance;

                           (iii) reduce the stated rate of interest payable on
                  any Note or reduce the stated Lessor Yield payable on any
                  Lessor Advance (other than as a result of waiving the
                  applicability of any post-default increase in interest rates
                  or Lessor Yields);

                           (iv) modify the priority of any Lien in favor of the
                  Agent under any Security Document;

                           (v) subordinate any obligation owed to such Lender or
                  the Lessor;

                           (vi) extend the expiration date of such Lender's
                  Lender Commitment or the Lessor Commitment of the Lessor;

                           (vii) terminate, amend, supplement, waive, discharge
                  or modify any provision of this Section 12.4 or reduce the
                  percentages specified in the definitions of Majority Lenders
                  or Majority Secured Parties;

                           (viii) release a material portion of the Collateral
                  (except in accordance with Section 8.8);

                           (ix) release the Borrower or the Lessee from its
                  obligations under any Operative Agreement or otherwise alter
                  any payment obligations of the Borrower or the Lessee to the
                  Lessor or any Financing Party under the Operative Agreements;

                           (x) terminate, amend, supplement, waive, discharge or
                  modify any provision of Section 8.6 of this Agreement;

                           (xi) impose any additional affirmative obligation or
                  requirement on the applicable Financing Party, make any
                  existing obligations of the applicable Financing Party
                  materially more onerous, or further obligate, prohibit or
                  restrict

                                       73




                  the applicable Financing Party or its right, title or interest
                  under the Operative Agreements in any material manner; or

                           (xii) modify or amend any definition so as to affect
                  the matters described in the foregoing (i)-(xi).

                  (b) the Mortgage Instrument (and any UCC Financing Statement
         related thereto) may only be terminated, amended, modified, extended
         supplemented, restated, replaced or waived upon the approval in writing
         by the Borrower, the Lessor, (to the extent relating to the Lessee as
         opposed to relating to the Borrower) the Lessee and (to the extent
         relating to the Lien in favor of the Lenders under such Mortgage
         Instrument or UCC Financing Statement) the Majority Lenders.

                  (c) each termination, amendment, modification, extension,
         supplement, restatement, replacement or waiver regarding any Operative
         Agreement affecting Sections 4.1, 8.2, 8.3, 9.1, 10.1, 10.2, 11.1,
         12.1, 13.1, 13.2, 14.1, 14.2, 14.3, 15.1, 15.2, 15.3, 16.1, 16.2, 18.1,
         19.1, 19.2, 20.2, 20.3 (excluding all provisions related to payments in
         Sections 20.2 or 20.3), 22.1, 22.4, 22.5, 23.1 or 24.1 of the Lease or
         affecting in any way the Collateral or any Property requires the
         consent of the Lessor.

         Any such termination, amendment, supplement, waiver, discharge or
modification approved, executed, adopted or consented to pursuant to this
Section 12.4 shall apply equally to each of the Lenders and the Lessor and shall
be binding upon all the parties to this Agreement. In the case of any waiver,
each party to this Agreement shall be restored to its former position and rights
under the Operative Agreements, and any Default or Event of Default waived shall
be deemed to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.

         If, at a time when the conditions precedent set forth in the Operative
Agreements to any Lessor Advance are, in the reasonable opinion of the Agent,
satisfied, the Lessor shall fail to fulfill its obligations to make such Lessor
Advance, then, for so long as such failure shall continue, the Lessor shall
(unless the Lessee and the Majority Secured Parties, determined as if the Lessor
were not a "Financing Party", shall otherwise consent in writing) be deemed for
all purposes relating to terminations, amendments, supplements, waivers,
discharges or modifications under the Operative Agreements to have no Lessor
Advances for purposes of performing the computation of Majority Secured Parties,
and shall have no rights under this Section 12.4; provided that any action taken
with respect to a Unanimous Vote Matter shall not be effective as against the
Lessor without the Lessor's consent.

         If, at a time when the conditions precedent set forth in the Operative
Agreements to any Loan are, in the reasonable opinion of the Agent, satisfied,
any Lender shall fail to fulfill its obligations to make such Loan, then, for so
long as such failure shall continue, such Lender shall (unless the Lessee and
the Majority Secured Parties, determined as if such Lender were not a "Financing
Party", shall otherwise consent in writing) be deemed for all purposes relating
to terminations, amendments, supplements, waivers, discharges or modifications
under the Operative Agreements to have no Loans for purposes of performing the
computation of Majority

                                       74




Secured Parties, and shall have no rights under this Section 12.4; provided that
any action taken with respect to a Unanimous Vote Matter shall not be effective
as against such Lender without such Lender's consent.

         22.5. HEADINGS, ETC.

         The Table of Contents and headings of the various Articles and Sections
of this Agreement are for convenience of reference only and shall not modify,
define, expand or limit any of the terms or provisions hereof.

         22.6. PARTIES IN INTEREST.

         Except as expressly provided herein, none of the provisions of this
Agreement are intended for the benefit of any Person except the parties hereto.

         22.7.    GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY
                  TRIAL; VENUE.

                  (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
         PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND
         ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NORTH
         CAROLINA (WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF RELATING TO
         CONFLICTS OF LAW), EXCEPT TO THE EXTENT THE LAWS OF THE STATE WHERE A
         PARTICULAR PROPERTY IS LOCATED ARE REQUIRED TO APPLY. Any legal action
         or proceeding with respect to this Agreement or any other Operative
         Agreement may be brought in the courts of the State of North Carolina
         in Mecklenburg County or of the United States for the Western District
         of North Carolina, and, by execution and delivery of this Agreement,
         each of the parties to this Agreement hereby irrevocably accepts for
         itself and in respect of its property, generally and unconditionally,
         the nonexclusive jurisdiction of such courts. Each of the parties to
         this Agreement further irrevocably consents to the service of process
         out of any of the aforementioned courts in any such action or
         proceeding by the mailing of copies thereof by registered or certified
         mail, postage prepaid, to it at the address set out for notices
         pursuant to Section 12.2, such service to become effective three (3)
         days after such mailing. Nothing herein shall affect the right of any
         party to serve process in any other manner permitted by Law or to
         commence legal proceedings or to otherwise proceed against any party in
         any other jurisdiction.

                  (b) EACH OF THE PARTIES HERETO IRREVOCABLY AND
         UNCONDITIONALLY, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW,
         WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO ANY
         DISPUTE OR THIS AGREEMENT, ANY OTHER OPERATIVE AGREEMENT AND FOR ANY
         COUNTERCLAIM THEREIN.

                  (c) Each of the parties to this Agreement hereby irrevocably
         waives any objection which it may now or hereafter have to the laying
         of venue of any of the

                                       75




         aforesaid actions or proceedings arising out of or in connection with
         this Agreement or any other Operative Agreement brought in the courts
         referred to in subsection (a) above and hereby further irrevocably
         waives and agrees not to plead or claim in any such court that any such
         action or proceeding brought in any such court has been brought in an
         inconvenient forum.

         Subject to the other applicable provisions of the Operative Agreements,
the parties shall have the right to proceed in any court of proper jurisdiction
or by self-help to exercise or prosecute the following remedies, as applicable:
(i) all rights to foreclose against any real or personal property or other
security by exercising a power of sale or under applicable law by judicial
foreclosure including a proceeding to confirm the sale; (ii) all rights of
self-help including peaceful occupation of real property and collection of
rents, set-off and peaceful possession of personal property; (iii) obtaining
provisional or ancillary remedies including injunctive relief, sequestration,
garnishment, attachment, appointment of receiver and filing an involuntary
bankruptcy proceedings; and (iv) when applicable, a judgment by confession of
judgment. Any claim or controversy with regard to any party's entitlement to
such remedies is a Dispute.

         Each party to this Agreement agrees that it shall not have a remedy of
punitive or exemplary damages against any other party in any Dispute and hereby
waives any right or claim to punitive or exemplary damages it has now or which
may arise in the future in connection with any Dispute.

         22.8. SEVERABILITY.

         Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         22.9. LIABILITY LIMITED.

         Anything to the contrary contained in this Agreement, the Credit
Agreement, the Notes or in any other Operative Agreement notwithstanding, no
Exculpated Person shall be personally liable in any respect for any liability or
obligation arising hereunder or in any other Operative Agreement including
without limitation the payment of the principal of, or interest on, the Notes,
or for monetary damages for the breach of performance of any of the covenants
contained in the Credit Agreement, the Notes, this Agreement, the Security
Agreement or any of the other Operative Agreements. The Primary Financing
Parties agree that, in the event any remedies under any Operative Agreement are
pursued, neither the Primary Financing Parties nor the Agent shall have any
recourse against any Exculpated Person, for any deficiency, loss or Claim for
monetary damages or otherwise resulting therefrom and recourse shall be had
solely and exclusively against the Borrower's Interest (excluding Excepted
Payments) and the Lessee (with respect to the Lessee's obligations under the
Operative Agreements); but nothing contained herein shall be taken to prevent
recourse against or the enforcement of remedies against the

                                       76




Borrower's Interest (excluding Excepted Payments) in respect of any and all
liabilities, obligations and undertakings contained herein and/or in any other
Operative Agreement. Notwithstanding the provisions of this Section, nothing in
any Operative Agreement shall: (i) constitute a waiver, release or discharge of
any indebtedness or obligation evidenced by the Notes arising under any
Operative Agreement or secured by any Operative Agreement, but the same shall
continue until paid or discharged; (ii) relieve any Exculpated Person from
liability and responsibility for (but only to the extent of the damages arising
by reason of): active waste knowingly committed by any Exculpated Person with
respect to any Property, any fraud, gross negligence or willful misconduct on
the part of any Exculpated Person; (iii) relieve any Exculpated Person from
liability and responsibility for (but only to the extent of the moneys
misappropriated, misapplied or not turned over) (A) except for Excepted
Payments, misappropriation or misapplication by the Lessor (i.e., application in
a manner contrary to any of the Operative Agreements) of any insurance proceeds
or condemnation award paid or delivered to the Lessor by any Person other than
the Agent, (B) except for Excepted Payments, any deposits or any escrows or
amounts owed by the Lessee held by the Lessor or (C) except for Excepted
Payments, any rent or other income received by the Lessor from the Lessee that
is not turned over to the Agent; or (iv) affect or in any way limit the Agent's
rights and remedies under any Operative Agreement with respect to the Rents and
rights and powers of the Agent under the Operative Agreements or to obtain a
judgment against the Lessee's interest in the Properties or the Agent's rights
and powers to obtain a judgment against the Lessor or the Lessee (provided, that
no deficiency judgment or other money judgment shall be enforced against any
Exculpated Person except to the extent of the Lessor's interest in the
Borrower's Interest (excluding Excepted Payments) or to the extent the Lessor
may be liable as otherwise contemplated in clauses (ii) and (iii) of this
Section 12.9).

         22.10. RIGHTS OF THE LESSEE.

         If at any time all obligations (i) of the Borrower under the Credit
Agreement, the Security Documents and the other Operative Agreements and (ii) of
the Credit Parties under the Operative Agreements have in each case been
satisfied or discharged in full, then the Lessee shall be entitled to (a)
terminate the Lease and (b) receive all amounts then held under the Operative
Agreements and all proceeds with respect to any of the Properties. Upon the
termination of the Lease pursuant to the foregoing clause (a), the Lessor shall
transfer to the Lessee all of its right, title and interest free and clear of
the Lien of the Lease, the Lien of the Security Documents and all Lessor Liens
in and to any Properties then subject to the Lease and any amounts or proceeds
referred to in the foregoing clause (b) shall be paid over to the Lessee.

         22.11. FURTHER ASSURANCES.

         The parties hereto shall promptly cause to be taken, executed,
acknowledged or delivered, at the sole expense of the Lessee, all such further
acts, conveyances, documents and assurances as the other parties may from time
to time reasonably request in order to carry out and effectuate the intent and
purposes of this Participation Agreement, the other Operative Agreements and the
transactions contemplated hereby and thereby (including without limitation the
preparation, execution and filing of any and all Uniform Commercial Code
financing statements, filings of Mortgage Instruments and other filings or
registrations which the parties

                                       77




hereto may from time to time request to be filed or effected). The Lessee, at
its own expense and without need of any prior request from any other party,
shall take such action as may be necessary (including without limitation any
action specified in the preceding sentence), or (if the Lessor or the Agent
shall so request) as so requested, in order to maintain and protect all security
interests provided for hereunder or under any other Operative Agreement. In
addition, in connection with the sale or other disposition of any Property or
any portion thereof, the Lessee agrees to execute such instruments of conveyance
as may be reasonably required in connection therewith.

         22.12. CALCULATIONS UNDER OPERATIVE AGREEMENTS.

         The parties hereto agree that all calculations and numerical
determinations to be made under the Operative Agreements by the Lessor shall be
made by the Agent and that such calculations and determinations shall be
conclusive and binding on the parties hereto in the absence of manifest error;
provided, that upon request, the Lessee shall be entitled to review and verify
non-confidential information of any Financing Party related to the determination
as set forth in the certificate and discuss such non-confidential information of
any Financing Party related to any such determination with such Financing Party.

         22.13. CONFIDENTIALITY.

         Each Financing Party severally agrees to use reasonable efforts to keep
confidential all non-public information pertaining to the Credit Party or any of
their Subsidiaries which is provided to it by any Credit Party or any of their
Subsidiaries and which an officer of any Credit Party or any of their
Subsidiaries has requested in writing be kept confidential, and shall not
intentionally disclose such information to any Person except:

                  (a) to the extent such information is public when received by
         such Person or becomes public thereafter due to the act or omission of
         any party other than such Person;

                  (b) to the extent such information is independently obtained
         from a source other than any Credit Party or any of their Subsidiaries
         and such information from such source is not, to such Person's
         knowledge, subject to an obligation of confidentiality or, if such
         information is subject to an obligation of confidentiality, that
         disclosure of such information is permitted;

                  (c) to counsel, auditors or accountants retained by any such
         Person or any Affiliates of any such Person (if such Affiliates are
         permitted to receive such information pursuant to clause (f) or (g)
         below), provided they agree to keep such information confidential as if
         such Person or Affiliate were party to this Agreement and to financial
         institution regulators, including examiners of any Financing Party or
         any Affiliate thereof in the course of examinations of such Persons;

                  (d) in connection with any litigation or the enforcement or
         preservation of the rights of any Financing Party under the Operative
         Agreements;

                                       78




                  (e) to the extent required by any applicable statute, rule or
         regulation or court order (including without limitation, by way of
         subpoena) or pursuant to the request of any regulatory or Governmental
         Authority having jurisdiction over any such Person; provided, however,
         that such Person shall endeavor (if not otherwise prohibited by Law) to
         notify the Parent prior to any disclosure made pursuant to this clause
         (e), except that no such Person shall be subject to any liability
         whatsoever for any failure to so notify the Parent;

                  (f) any Financing Party may disclose such information to
         another Financing Party or to any Affiliate of a Financing Party that
         is a direct or indirect owner of any Financing Party;

                  (g) any Financing Party may disclose such information to an
         Affiliate of any Financing Party to the extent required in connection
         with the transactions contemplated hereby or to the extent such
         Affiliate is involved in, or provides advice or assistance to such
         Person with respect to, such transactions (provided, in each case that
         such Affiliate has agreed in writing to maintain confidentiality as if
         it were such Financing Party (as the case may be)); or

                  (h) to the extent disclosure to any other financial
         institution or other Person is appropriate in connection with any
         proposed or actual assignment or grant of a participation by any of the
         Lenders of interests in the Credit Agreement or any Note to such other
         financial institution (who will in turn be required by the Agent to
         agree in writing to maintain confidentiality as if it were a Lender
         originally party to this Agreement).

         Subject to the foregoing terms of Sections 12.13(a)-12.13(h), under the
terms of any one or more of which circumstances disclosure shall be permitted,
each Financing Party severally agrees to use reasonable efforts to keep
confidential all non-public information pertaining to the financing structure
described in the unrecorded Operative Agreements.

         22.14. FINANCIAL REPORTING/TAX CHARACTERIZATION.

         The Lessee agrees to obtain advice from its own accountants and tax
counsel regarding the financial reporting treatment and the tax characterization
of the transactions described in the Operative Agreements. Except as expressly
stated in Sections 6.1(q) and 8.2(e) hereof, the Lessee further agrees that the
Lessee shall not rely upon any statement (including without limitation the
representations and warranties of the Borrower or any Financing Party, the
covenants or any information provided in accordance with the covenants of the
Lessor or any other Financing Party) of any Financing Party or any of their
respective Affiliates and/or Subsidiaries regarding any such financial reporting
treatment, accounting treatment and/or tax characterization. For federal income
tax purposes, Lessor and Lessee agree to consistently treat Lessee as the owner
of each Property. Accordingly, unless prohibited by applicable Law or unless
otherwise previously determined by a court of competent jurisdiction pursuant to
the contest provisions of Section 11.2(f) hereof, Lessor and Lessee agree, for
federal income tax

                                       79




purposes, (i) to treat Lessee as the owner of each Property and (ii) not to take
any action or position inconsistent with such treatment on or with respect to
their Federal income tax returns.

                            [signature pages follow]

                                       80




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

                                    WEST FACILITIES CORPORATION, as the
                                    Lessee

                                    By:  /s/ Paul M. Mendlik
                                        ---------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                           (signature pages continue)

                                                         Participation Agreement
                                                             West Lease Facility

                                       81




WEST CORPORATION, as the Parent and as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                       ----------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                           (signature pages continue)

                                                         Participation Agreement
                                                             West Lease Facility

                                       82




                                    WEST TELEMARKETING CORPORATION,
                                    as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                       ----------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    WEST TELEMARKETING CORPORATION II,
                                    as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                       ----------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    WEST TELEMARKETING CORPORATION
                                    OUTBOUND, as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                       ----------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    DAKOTAH DIRECT II, L.L.C., as a Guarantor

                                    By: West Telemarketing Corporation Outbound,
                                        as Member

                                    By: /s/ Paul M. Mendlik
                                       ----------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                           (signature pages continue)

                                                         Participation Agreement
                                                             West Lease Facility

                                       83




                                    WEST INTERACTIVE CORPORATION,
                                    as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                       ----------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    WEST DIRECT, INC.,
                                    as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                       ----------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Treasurer

                                    ATTENTION, LLC, as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                       ----------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Manager

                                    TEL MARK SALES, INC., as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                       ----------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                           (signature pages continue)

                                                         Participation Agreement
                                                             West Lease Facility

                                       84




                                    NORTHERN CONTACT, INC., as a
                                    Guarantor

                                    By: /s/ Paul M. Mendlik
                                       ----------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    INTERCALL HOLDING CORPORATION,
                                    as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                       ----------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    INTERCALL, INC., as a guarantor

                                    By: /s/ Paul M. Mendlik
                                       ----------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    ITC SERVICE COMPANY, as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                       ----------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                           (signature pages continue)

                                                         Participation Agreement
                                                             West Lease Facility

                                       85




                                ITC TELECOM VENTURES, INC., as a Guarantor

                                By: /s/ Paul M. Mendlik
                                    -------------------------------------
                                Name: Paul M. Mendlik
                                Title: Chief Financial Office

                                ITC WIRELESS INC., as a Guarantor

                                By: /s/ Paul M. Mendlik
                                    -------------------------------------
                                Name: Paul M. Mendlik
                                Title: Chief Financial Officer

                                INVIEW, INC., as a Guarantor

                                By: /s/ Paul M. Mendlik
                                    -------------------------------------
                                Name: Paul M. Mendlik
                                Title: Chief Financial Officer

                                INTERCALL WEB CONFERENCING, INC.,
                                as a Guarantor

                                By: /s/ Paul M. Mendlik
                                    -------------------------------------
                                Name: Paul M. Mendlik
                                Title: Chief Financial Officer

                           (signature pages continue)

                                                         Participation Agreement
                                                             West Lease Facility

                                       86




                                WACHOVIA DEVELOPMENT CORPORATION,
                                as the Borrower and as the Lessor

                                By: /s/ Evander S. Jones, Jr.
                                    -------------------------------------
                                Name: Evander S. Jones, Jr.
                                Title: Vice President

                           (signature pages continue)

                                                         Participation Agreement
                                                             West Lease Facility

                                       87




               WACHOVIA BANK, NATIONAL ASSOCIATION, as the Agent

                                By: /s/ Evander S. Jones, Jr.
                                    -------------------------------------
                                Name: Evander S. Jones, Jr.
                                Title: Vice President

                           (signature pages continue)

                                                         Participation Agreement
                                                             West Lease Facility

                                     88




                                WACHOVIA CAPITAL INVESTMENTS, INC., as a Lender

                                By: /s/ Evander S. Jones, Jr.
                                    -------------------------------------
                                Name: Evander S. Jones, Jr.
                                Title: Vice President

                              (signature pages end)

                                                         Participation Agreement
                                                             West Lease Facility

                                     89



                                   Schedule 1

                               GCA Permitted Liens



      Debtor            Secured Party     Jurisdiction   Filing Type   Filing Date         Description of Collateral
- ------------------    -----------------   ------------   -----------   -----------   ------------------------------------
                                                                      
 West Corporation         Lombard US        Delaware        UCC-1        8/1/02;          Certain equipment under the
                          Equipment                      (#21910276)     amended     Equipment Loan Agreement, dated July
                           Finance                                       8/28/02                22, 2002 among
                         Corporation                                                  West Corporation, West Interactive
                                                                                                 Corporation,
                                                                                          Dakotah Direct II, L.L.C.,
                                                                                     West Telemarketing Corporation, West
                                                                                      Telemarketing Corporation Outbound
                                                                                                and Lombard US

West Telemarketing        Lombard US        Delaware        UCC-1        8/1/02;          Certain equipment under the
    Corporation           Equipment                      (#21910615)     amended     Equipment Loan Agreement dated July
                           Finance                                       8/28/02                22, 2002 among
                         Corporation                                                  West Corporation, West Interactive
                                                                                                 Corporation,
                                                                                          Dakotah Direct II, L.L.C.,
                                                                                     West Telemarketing Corporation, West
                                                                                      Telemarketing Corporation Outbound
                                                                                       and Lombard US Equipment Finance
                                                                                                 Corporation

West Telemarketing     Banc of America      Delaware        UCC-1        11/26/01     Certain equipment specified therein
    Corporation           Leasing &                      (#11792659)
      Outbound           Capital, LLC

West Telemarketing        Lombard US        Delaware        UCC-1        8/1/02;          Certain equipment under the
    Corporation            Equipment                     (#21910680)     amended      Equipment Loan Agreement dated July
      Outbound              Finance                                      8/28/02                22, 2002 among
                         Corporation                                                  West Corporation, West Interactive
                                                                                                 Corporation,
                                                                                          Dakotah Direct II, L.L.C.,
                                                                                     West Telemarketing Corporation, West
                                                                                      Telemarketing Corporation Outbound
                                                                                       and Lombard US Equipment Finance
                                                                                                 Corporation

West Telemarketing      Dell Financial      Delaware        UCC-1        4/18/03      Certain equipment specified therein
    Corporation            Services                      (#31015273)
      Outbound

West Interactive       Banc of America      Delaware        UCC-1        1/22/02      Certain equipment specified therein
    Corporation       Leasing & Capital                  (#20367825)

 West Interactive     Banc of America       Delaware        UCC-1        2/22/02      Certain equipment specified therein
                                                         (#20470405)


                                                         Participation Agreement
                                                             West Lease Facility


                                       90





      Debtor            Secured Party     Jurisdiction   Filing Type   Filing Date         Description of Collateral
- ------------------    -----------------   ------------   -----------   -----------   ------------------------------------
                                                                      
    Corporation       Leasing & Capital

 West Interactive      Banc of America      Delaware        UCC-1        4/4/02       Certain equipment specified therein
    Corporation       Leasing & Capital                  (#20842843)

 West Interactive      Banc of America      Delaware        UCC-1        4/23/02      Certain equipment specified therein
    Corporation       Leasing & Capital                  (#20999775)

 West Interactive      Banc of America      Delaware        UCC-1        7/8/02       Certain equipment specified therein
    Corporation       Leasing & Capital                  (#21646987)

 West Interactive         Lombard US        Delaware        UCC-1        8/1/02;          Certain equipment under the
    Corporation            Equipment                     (#21910599)     amended      Equipment Loan Agreement dated July
                            Finance                                      8/28/02                22, 2002 among
                          Corporation                                                 West Corporation, West Interactive
                                                                                                 Corporation,
                                                                                          Dakotah Direct II, L.L.C.,
                                                                                     West Telemarketing Corporation, West
                                                                                      Telemarketing Corporation Outbound
                                                                                       and Lombard US Equipment Finance
                                                                                                 Corporation

 West Interactive     Nortel Networks       Delaware        UCC-1        2/3/03           Certain equipment specified
    Corporation                                          (#30295330)                  therein. This lien is pursuant to a
                                                                                            Maintenance Agreement.

****Dakotah Direct          EIS             Illinois        UCC-1        5/27/99      Certain equipment specified therein
      II, LLC         International,                     (#004042454)
                           Inc.

Dakotah Direct II,      Lombard US          Delaware        UCC-1        8/28/02          Certain equipment under the
        LLC              Equipment                       (#22175549)                  Equipment Loan Agreement dated July
                          Finance                                                               22, 2002 among
                        Corporation                                                   West Corporation, West Interactive
                                                                                                 Corporation,
                                                                                          Dakotah Direct II, L.L.C.,
                                                                                     West Telemarketing Corporation, West
                                                                                      Telemarketing Corporation Outbound
                                                                                       and Lombard US Equipment Finance
                                                                                                 Corporation

   InterCall New        Telecom New            N/A        No filing      Security        Telecommunications Equipment
   Zealand, Ltd.       Zealand, Ltd.                                     interest     purchased from Telecom by InterCall
                                                                        granted to                     N.Z.
                                                                        Telecom on
                                                                          8/9/02

  InterCall, Inc.    Sun Microsystems          N/A        No filing      Security         Specified office equipment
                          Finance                                        interest
                                                                        granted on
                                                                         11/7/02


                                                         Participation Agreement
                                                             West Lease Facility

                                       91



Note:    1. See Schedule 3 for GCA Liens on real property.

         2. **** denotes those GCA Liens that are in the process of being
         terminated and released as no Indebtedness is outstanding under the
         original obligation that such GCA Lien secured.

                                                         Participation Agreement
                                                             West Lease Facility

                                       92



                                   Schedule 2

                             Subsidiary Information



                      Jurisdiction of      No. of      Outstanding        Owner of       No. of   Percentage
                       Incorporation    Outstanding     Warrants,        Outstanding     Shares    of Shares
     Subsidiary        /Organization       Shares     Options, Etc.        Shares         Owned      Owned
- --------------------  ---------------   -----------   -------------   ----------------   ------   ----------
                                                                                
 West Telemarketing       Delaware         10,000           0         West Corporation   10,000      100%
    Corporation

 West Telemarketing       Delaware         10,000           0               West         10,000      100%
   Corporation II                                                       Telemarketing
                                                                         Corporation

 West Telemarketing       Delaware         10,000           0         West Corporation   10,000      100%
    Corporation
      Outbound

   West Facilities        Delaware         10,000           0         West Corporation   10,000      100%
    Corporation

  West Interactive        Delaware         10,000           0         West Corporation   10,000      100%
    Corporation

 West Direct, Inc.        Delaware         10,000           0         West Corporation   10,000      100%

Tel Mark Sales, Inc.      Delaware         10,000           0         West Corporation   10,000      100%

   Attention, LLC         Georgia                                     West Corporation               100%

 Northern Contact,        Delaware         10,000           0               West         10,000      100%
        Inc.                                                            Telemarketing
                                                                         Corporation

 Dakotah Direct II,       Delaware                                          West                     100%
       L.L.C.                                                           Telemarketing
                                                                         Corporation
                                                                          Outbound

Telecommunications        Missouri         10,000           0               West         10,000      100%
  Resources, Inc.                                                       Telemarketing
                                                                         Corporation
                                                                          Outbound

 West International       Delaware          1,000           0         West Corporation    1,000      100%
    Corporation

 West Telemarketing     Nova Scotia,       10,000           0             Northern       10,000      100%
    Canada, ULC            Canada                                       Contact, Inc.

  West Interactive        Delaware         10,000           0         West Interactive   10,000      100%
    Canada, Inc.                                                         Corporation


                                                         Participation Agreement
                                                             West Lease Facility

                                       93



                                                                                   
 Attention Funding,       Delaware                                     Attention, LLC                100%
       L.L.C.

 InterCall Holding        Delaware         10,000           0         West Corporation   10,000      100%
 Corporation (f/k/a
    ITC Holding
   Company, Inc.)

  InterCall, Inc.         Delaware            100           0             InterCall         100      100%
                                                                           Holding
                                                                         Corporation

ITC Service Company       Georgia             500           0          InterCall, Inc.      500      100%

    ITC Telecom           Delaware           1000           0          InterCall, Inc.     1000      100%
   Ventures, Inc.

 ITC Wireless, Inc.       Delaware           1000           0            ITC Service       1000      100%
                                                                           Company

    InView, Inc.          Delaware            100           0          InterCall, Inc.      100      100%

   InterCall Web          Delaware            100           0          InterCall, Inc.      100      100%
 Conferencing, Inc.

  InterCall, Inc.      New Brunswick          100           0          InterCall, Inc.      100      100%

InterCall Australia      Australia            100           0          InterCall, Inc.      100      100%
     Pty. Ltd.

InterCall Singapore      Singapore              2           0          InterCall, Inc.        2      100%
     Pte. Ltd.

InterCall Hong Kong      Hong Kong         10,000           0          InterCall, Inc.    9,998       99%
Pty. Ltd.(1)

   InterCall Asia        Australia            100           0          InterCall, Inc.      100      100%
  Pacific Holdings
     Pty. Ltd.

   InterCall New        New Zealand           100           0          InterCall, Inc.      100      100%
  Zealand Limited

     InterCall         United Kingdom          10           0          InterCall, Inc.       10      100%
    Conferencing
  Services Limited

   Legal Connect           United               2           0             InterCall           2      100%



- --------
(1) Disclosure Memorandum for Acquisition states: "InterCall, Inc. holds 9,998
shares, Robert Lamb holds one share and Simon Chen holds one share; Robert Lamb
and Simon Chen are both Employees of InterCall, Inc. or one of its Subsidiaries,
and each of Messrs. Lamb and Chen have entered into a Declaration of Trust
whereby InterCall, Inc. is the beneficial owner of all of the shares held by
each of them. Mr. Lamb is in the process of transferring his one share to
InterCall Web Conferencing, Inc., and Simon Chen is in the process of
transferring his one share to InterCall, Inc. The shares being transferred will
be subject to an assessment of a nominal stamp duty."

                                                         Participation Agreement
                                                             West Lease Facility

                                       94



                                                                              
Limited             Kingdom                                           Conferencing
                                                                    Services Limited



                                                         Participation Agreement
                                                             West Lease Facility

                                       95



                                   Schedule 3

                            Location of Real Property

Owned Real Property:

1.       Approximately 0.39 acres owned by InterCall, Inc. located at 802 First
         Avenue, West Point, Troup County, Georgia 31833.

2.       Approximately 2.54 acres owned by InterCall, Inc. located at 1239 O.G.
         Skinner Drive, West Point, Troup County, Georgia 31833.

3.       3300 20th Avenue, Valley, Chambers County, Alabama, owned by InterCall,
         Inc. Title to this property is subject to the following:

                  (a)      Lease by Powertel, Inc. of 1,800 square feet by lease
                           dated June 3, 2000.

4.       Approximately 5.69 acres owned by InterCall, Inc. located at 1211 O.G.
         Skinner Drive, West Point, Troup County, Georgia 31833.

5.       401 E. 4th Street, West Point, Troup County, Georgia 31833, owned by
         InterCall, Inc.

6.       403 E. 4th Street, West Point, Troup County, Georgia 31833, owned by
         InterCall, Inc.

7.       620 Greison Trail, Newnan, Coweta County, Georgia 31833, owned by
         InterCall, Inc.

8.       Approximately 14 acres of land adjacent to O.G. Skinner Dr. (a.k.a.
         Pittman Street), West Point, Troup County, Georgia 31833, owned by
         InterCall, Inc.

9.       Approximately 1.63 acres located adjacent to and south of property
         described herein as 1211 O.G. Skinner Drive, West Point, Troup Count,
         Georgia 31833, owned by InterCall, Inc.

10.      11808 Miracle Hills Dr., Omaha, Douglas County, Nebraska 68154, owned
         by West Corporation and subject to that certain Mortgage Agreement, by
         and between West Corporation and First National Bank of Omaha.

11.      5031 Commerce Park Circle, Pensacola, Escambia County, Florida 32507,
         owned by West Corporation (f/k/a West TeleServices Corporation).

12.      2311 S. Illinois Ave. US Route 51, Carbondale, Jackson County, Illinois
         62901, owned by West Telemarketing Corporation Outbound.

13.      1015 Belvidere, El Paso, El Paso County, Texas 79912, owned by West
         Telemarketing Corporation Outbound.

14.      Buildings 1000, 2000, 3000 and 5000, 11330 IH 10 West, San Antonio,
         Bexar County, Texas 78249, owned by West Telemarketing Corporation
         Outbound.

15.      Building 7000, 10931 Laureate Drive, San Antonio, Bexar County, Texas
         78349, leased by West Facilities Corporation and subject to that
         certain synthetic lease transaction (see Schedule 61.(b)).

                                                         Participation Agreement
                                                             West Lease Facility

                                       96



16.      Building 8000, 10940 Laureate Drive, San Antonio, Bexar County, Texas
         78349, owned by West Telemarketing Corporation Outbound.

Leased Real Property:

1.       Lease to InterCall, Inc., as lessee, for the 5th Floor, Suite 508, 232
         Madison Avenue, New York, New York 10016.

2.       Lease to InterCall, Inc., as lessee, for approximately 2,489 rsf, known
         as Suite 495, Glenridge Highlands I, 5555 Glenridge Connector, Atlanta,
         Georgia 30342.

3.       Lease to InterCall, Inc., as lessee, for approximately 2,222 rsf at
         Corporate Center, 110 East Broward Boulevard, Ft. Lauderdale, Florida
         33301.

4.       Lease to InterCall, Inc., as lessee, for approximately 3,715 rsf, known
         as 3601 West 76th Street, Edina, Minnesota 55435.

5.       Lease to InterCall, Inc., as lessee, for approximately 1,440 rsf, known
         as Suite 150, Lake Forest Place, 4445 Lake Forest Drive, Cincinnati,
         Ohio 45242.

6.       Lease to InterCall, Inc., as lessee, for approximately 3,323 rsf, known
         as Suite 1110, Prentice Point, 5299 DTC Boulevard, Englewood, Colorado
         80111.

7.       Lease to InterCall, Inc., as lessee, for approximately 2,681 rsf, known
         as Suite 1060, 3 Ballston Plaza, 1100 North Glebe Road, Arlington,
         Virginia 22201.

8.       Lease to InterCall, Inc., as lessee, for approximately 2,867 rsf, known
         as Suite 414, 3 Bala Plaza, Bala Cynwyd, Pennsylvania 19004.

9.       Lease to InterCall, Inc., as lessee, for approximately 4,689 rsf, known
         as Suite 210, 990 Washington Street, Dedham, Massachusetts 02026.

10.      Lease to InterCall, Inc., as lessee, for approximately 3,214 rsf, known
         as 99 Cherry Hill Road, Parsippany, New Jersey 07054.

11.      Lease to InterCall, Inc., as lessee, for office space at 80 Broad
         Street, New York, New York 10004-2009.

12.      Lease to InterCall, Inc., as lessee, for approximately 3,355 rsf, known
         as Suite 840, 433 East Las Colinas Boulevard, Irving, Texas 75039.

13.      Lease to InterCall, Inc., as lessee, for approximately 2,796 rsf at
         2700 Post Oak Boulevard, Houston, Texas 77056.

14.      Lease to InterCall, Inc., as lessee, for 1001 Southwest 5th Ave., Suite
         110, Portland, Oregon 97204.

15.      Lease to InterCall, Inc., as lessee, for approximately 3,110 rsf, known
         as Suite 220, 18201 Von Karman Ave., Irvine, California 92612.

                                                         Participation Agreement
                                                             West Lease Facility

                                       97



16.      Lease to InterCall, Inc., as lessee, for approximately 2,261 rsf at 999
         Baker Way, San Mateo, California 94404.

17.      Lease to InterCall, Inc., as lessee, for approximately 2,224 rsf, known
         as Suite 230 of the Denny Building, Seattle, Washington 98121.

18.      Lease to InterCall, Inc., as lessee, for approximately 2,675 rsf, known
         as Suite 810, 425 California Street, San Francisco, California 94104.

19.      Lease to InterCall, Inc., as lessee, for approximately 5,039 rsf, known
         as 300 South Tower, Peachtree 25th Building, Atlanta, Georgia 30309.

20.      Lease to InterCall, Inc., as lessee, for approximately 23,261 rsf,
         known as Suites 225, 400, 413, 420, 421, 464 and 520 for premises
         located at Citicorp Plaza, 8420 West Bryn Mawr, Chicago, Illinois
         60631.

21.      Lease to InterCall, Inc., as lessee, for the office space located at
         3618 West Market Street, Suite 100, Room 1, Fairlawn, Ohio 44333.

22.      Lease to InterCall Australia Pty. Ltd., as lessee, for Level 8, 155
         George Street, Sydney, New South Wales, Australia.

23.      Lease to InterCall Australia Pty. Ltd., as lessee, for Suite 1301, 227
         Collins Street, Melbourne, Victoria, Australia.

24.      Lease to InterCall Singapore Pte. Ltd., as lessee, for 80 Raffles
         Place, #35-23 OB Plaza 1, Singapore.

25.      Lease to InterCall, Inc., as lessee, for office space at 7300 West
         110th Street, Overland Park, Kansas 66210.

26.      Lease to InterCall, Inc., as lessee, for Suites 212 and 220, Building
         A, Trinity Court, Wokingham Road, Bracknell, RG42 1PL (UK).

27.      Lease to InterCall Conferencing Services Limited, as lessee, for
         offices on the second floor at Topeka House, Barnwood, Gloucester, UK.

28.      License Agreement to InterCall, Inc., as lessee, for office space at
         Kilcullen House, 1 Haigh Terrace, Dun Lioghaire, Dublin, Ireland.

29.      Lease to InterCall, Inc., as lessee, for 3131 East Camelback, Suite
         200, Phoenix, Arizona 85016.

30.      Lease to InterCall, Inc., as lessee, for approximately 4,074 rsf, known
         as Suite 210, 3301 Northland Drive, Austin, Texas 78731.

31.      Lease to InterCall, Inc., as lessee, for approximately 1,752 rsf, known
         as Space 102, 5387 Manhattan Circle, Boulder, Colorado 80303.

32.      Lease to InterCall, Inc., as lessee, for approximately 3,395 rsf, known
         as Suite 206, 11340 West Olympic Boulevard, Los Angeles, California
         90064.

                                                         Participation Agreement
                                                             West Lease Facility

                                       98



33.      Lease to InterCall, Inc., as lessee, for office space at 80 River
         Street, Hoboken, New Jersey 07030.

34.      Office Lease between HQ Global Workplaces and InterCall, Inc., as
         lessee, dated September 2, 1999.

35.      Lease to InterCall, Inc., as lessee, for office space at Level 10
         Telecom House, 8 Hereford Street, Auckland 1003, New Zealand.

36.      Lease to InterCall, Inc., as lessee, for equipment at 2203 64th
         Boulevard, Valley, Alabama 30864.

37.      Lease to InterCall Web Conferencing Services Limited, as lessee, for
         office space at LaGrande Arche Paroi Nord, 92044, Paris La Defense,
         France.

38.      Lease to InterCall, Inc., as lessee, for office space at HQ Boone
         Boulevard Center, Vienna, Virginia 22182.

39.      Lease to InterCall, Inc., as lessee, for office space at HQ Francisco
         Bay Center, San Francisco, California 94111.

40.      Lease to West Telemarketing Corporation, as lessee, for office space at
         9910 Maple Street, Omaha, Nebraska 68134.

41.      Lease to West Telemarketing Corporation, as lessee, for office space at
         3311 N. 93rd Street and 9218 Bedford Avenue, Omaha, Nebraska 68134.

42.      Lease to West Telemarketing Corporation, as lessee, for office space at
         11626 Nicholas Street, Omaha, Nebraska 68134.

43.      Lease to West Telemarketing Corporation, as lessee, for office space at
         10120 Maple Street, Omaha, Nebraska 68134.

44.      Lease to West Interactive Corporation, as lessee, for office space at
         9211 Bedford Street, Omaha, Nebraska 68134.

45.      Lease to West Interactive Corporation, as lessee, for office space at
         9223 Bedford Street and 3231 N. 93rd Street, Omaha, Nebraska 68134.

46.      Lease to West Facilities Corporation, as lessee, for Suite 208, 99
         Railroad Station Plaza, Hicksville, New York 11801.

47.      Lease to West Telemarketing Corporation, as lessee, for office space at
         808 N. 108th Ave., Omaha, Nebraska 68154.

48.      Lease to West Telemarketing Corporation, as lessee, for office space at
         10011 Maple Street, Omaha, Nebraska 68134.

49.      Lease to West Interactive Corporation, as lessee, for office space at
         4015 S. 132nd Street, Omaha, Nebraska 68137.

                                                         Participation Agreement
                                                             West Lease Facility

                                       99



50.      Lease to West Telemarketing Corporation, as lessee, for office space at
         11626 Nicholas Street, Omaha, Nebraska 68154.

51.      Lease to West Telemarketing Corporation, as lessee, for office space at
         10614 Burt Street, Omaha, Nebraska 68114.

52.      Lease to West Corporation (f/k/a West TeleServices Corporation), as
         lessee, for office space at 11810 Nicholas Street, Omaha, Nebraska
         68154.

53.      Lease to West Corporation (f/k/a West TeleServices Corporation), as
         lessee, for office space at 3141 and 3147 North 93rd Street, Omaha,
         Nebraska 68134.

54.      11650 Miracle Hills Drive, Omaha, Douglas County, Nebraska 68154,
         leased by West Corporation, as lessee, and subject to that certain
         synthetic lease transaction (see Schedule 6.1(b)).

55.      Lease to West Corporation (f/k/a West TeleServices Corporation), as
         lessee, for space at 4645 Concord Road, Beaumont, Texas 77703.

56.      Lease to West Interactive Corporation, as lessee, for space at 1425
         Champa Street, Denver, Colorado 80202.

57.      Lease to West Interactive Corporation, as lessee, for space at 3003
         Cobb Parkway, Atlanta, Georgia 30339.

58.      Lease to West Telemarketing Corporation, as lessee, for space at 2323
         W. 38th Street, Unit 1A, Erie, Pennsylvania 16506.

59.      Lease to West Telemarketing Corporation, as lessee, for space at 227
         Fox Hill Rd., Unit D-8, Hampton, Virginia 23669.

60.      Lease to West Telemarketing Corporation, as lessee, for space at 1545
         South 77 Sunshine Strip, Harlingen, Texas 78550.

61.      Lease to West Telemarketing Corporation, as lessee, for space at 5000
         Bradford Drive, Huntsville, Alabama 35805.

62.      Lease to West Telemarketing Corporation, as lessee, for space at 1331
         West Memorial Road, Oklahoma City, Oklahoma 73114.

63.      Lease to West Telemarketing Corporation, as lessee, for space at 1315
         Financial Blvd., Reno, Nevada 89510.

64.      Lease to West Telemarketing Corporation, as lessee, for space at Harlem
         Alpine Center, 1975 Harlem Road, Loves Park, Illinois 61111.

65.      Lease to West Telemarketing Corporation, as lessee, for Suite 100, 3810
         S. 103rd East Ave., Tulsa, Oklahoma 74146.

66.      Lease to West Telemarketing Corporation Outbound, as lessee, for space
         at 328 Ross Clark Circle, Dothan, Alabama 36303.

                                                         Participation Agreement
                                                             West Lease Facility

                                      100



67.      Lease to West Telemarketing Corporation Outbound, as lessee, for space
         at 55 Sunbridge Drive, Fayetteville, Arkansas 72703.

68.      Lease to West Telemarketing Corporation Outbound, as lessee, for Suite
         126, 3400 Rogers Ave., Fort Smith, Arkansas 72902.

69.      Lease to West Telemarketing Corporation Outbound, as lessee, for Suite
         210, 740 General Stewart Way, Hinesville, Georgia 31313.

70.      Lease to West Telemarketing Corporation Outbound, as lessee, for space
         at 703 Swanner Loop, Killeen, Texas 76543.

71.      Lease to West Interactive Corporation, as lessee, for space at 3605
         Ambassador Caffery Pkwy., Lafayette, Louisiana 70503.

72.      Lease to West Telemarketing Corporation Outbound, as lessee, for space
         at 1910 West Loop 289, Lubbock, Texas 70407.

72.      Lease to West Telemarketing Corporation Outbound, as lessee, for Suite
         100, 1800 South Main Street, McAllen, Texas 78503.

74.      Lease to West Telemarketing Corporation Outbound, as lessee, for space
         at 3262 Dauphin, Mobile, Alabama 36606.

75.      Lease to West Telemarketing Corporation Outbound, as lessee, for the
         5th Floor, 3800 E. 42nd Street, Odessa, Texas 79762.

76.      Lease to West Telemarketing Corporation Outbound, as lessee, for Suite
         3, 119 Hamilton Park Drive, Tallahassee, Florida 32304.

77.      Lease to Attention, LLC, as lessee, for space at 3432 Jefferson Ave.,
         Texarkana, Arkansas 78124 pursuant to that Assignment of Lease from
         West Telemarketing Corporation Outbound.

78.      Lease to West Telemarketing Corporation Outbound, as lessee, for space
         at 2103 Universal City Blvd., Universal City, Texas 78148.

79.      Lease to West Telemarketing Corporation Outbound, as lessee, for Suite
         L, 7524 Bosque Blvd., Waco, Texas 76712.

80.      Lease to Tel Mark Sales, Inc., as lessee, for space at 100 West College
         Avenue, Appleton, Wisconsin 54911.

81.      Lease to Tel Mark Sales, Inc., as lessee, for space at 1111 E. South
         River Street, Appleton, Wisconsin 54915.

82.      Lease to Attention, LLC, as lessee, for space at 1000 N. Travis Street,
         Sherman, Texas 75090.

83.      Lease to Attention, LLC, as lessee, for Suite 300, 5300 Oakbrook
         Parkway, Norcross, Georgia 30093.

                                                         Participation Agreement
                                                             West Lease Facility

                                      101



84.      Lease to Attention, LLC, as lessee, for space at 220 A North Sunset
         Blvd., Sherman, Texas 75092.

85.      Lease to Dakotah Direct II, LLC, as lessee, for space at S. 4300 Geiger
         Blvd., Spokane, Washington 99224.

86.      Lease to Dakotah Direct II, LLC, as lessee, for space at 101 Sherman
         Avenue, Coeur d' Alene, Idaho 83814.

87.      Lease to Dakotah Direct II, LLC, as lessee, for space at 157 South
         Howard Street, Spokane, Washington 99201.

88.      Lease to Dakotah Direct II, LLC, as lessee, for space at 5615 Dunbarton
         Ave., Pasco, Washington 99301.

89.      Lease to Dakotah Direct II, LLC, as lessee, for space at 9317 E. Sinto,
         Spokane, Washington 99206.

90.      Lease to West Telemarketing Canada, ULC, as lessee, for space at 2261
         Keating X Road, Saanichton, BC V8M 2A5.

91.      Lease to West Telemarketing Corporation, as lessee, for space at 7850
         Anselmo Lane, Baton Rouge, Louisiana 70810.

92.      Lease to West Telemarketing Corporation Outbound, as lessee, for space
         at 1223 Lee Trevino Dr., El Paso, Texas 79907.

93.      Lease to InterCall, Inc., as lessee, for Suite 202, 1804 Embarcadero
         Road, Palo Alto, California.

94.      Lease to InterCall, Inc., as lessee, for Office #'s 527, 534 and 539
         located at 8300 Boone Blvd., Suite 500, Vienna, Virginia 22182.

95.      Lease to InterCall, Inc., as lessee, for Office #'s 164, 165, 167 and
         171 located at 1750 Montgomery Street, San Francisco, California 94111.

                                                         Participation Agreement
                                                             West Lease Facility

                                      102



                                   Schedule 4

                             Chief Executive Offices

West Corporation
11808 Miracle Hills Drive
Omaha, Nebraska 68154

West Telemarketing Corporation
11808 Miracle Hills Drive
Omaha, Nebraska 68154

Northern Contact, Inc.
11808 Miracle Hills Drive
Omaha, Nebraska 68154

West Telemarketing Corporation II
11808 Miracle Hills Drive
Omaha, Nebraska 68154

West Telemarketing Corporation Outbound
10931 Laureate Drive Suite 7140
San Antonio, Texas 78249

Dakotah Direct II, L.L.C.
2850 West Golf Road, 5th Floor
Rolling Meadows, Illinois 60008

West Interactive Corporation
11808 Miracle Hills Drive
Omaha, Nebraska 68154

West Facilities Corporation
11808 Miracle Hills Drive
Omaha, Nebraska 68154

West Direct, Inc.
11808 Miracle Hills Drive
Omaha, Nebraska 68154

Attention, LLC
5300 Oakbrook Parkway Suite 300
Norcross, GA 30093

Tel Mark Sales, Inc.
1111 E. South River Street
Appleton, WI 54915

                                                         Participation Agreement
                                                             West Lease Facility




InterCall Holding Corporation (f/k/a ITC Holding Company, Inc.)
Citicorp Plaza
8420 West Bryn Mawr
Chicago, Illinois 60631

InterCall, Inc.
1239 O.G. Skinner Drive
West Point, Georgia 31833

InterCall Australia Pty. Ltd.
Level 8, 155 George Street
Sydney, New South Wales, Australia

InterCall Singapore Pte. Ltd.
80 Raffles Place
#35-23 OB Plaza 1
Singapore, China

InterCall Conferencing Services Limited
Second Floor
Topeka House
Barnwood, Gloucester, UK

InterCall New Zealand Limited
Level 10 Telecom House
8 Hereford Street
Auckland 1003, New Zealand

InterCall, Inc. (Canada)
10117 Jasper Ave. Suite 520
Edmonton, Alberta
T5J 1 W8
Canada

ITC Service Company
3300 20th Avenue
Valley, Alabama 36854

ITC Telecom Ventures, Inc.
3300 20th Avenue
Valley, Alabama 36854

ITC Wireless, Inc.
3300 20th Avenue
Valley, Alabama 36854

InView, Inc.
Citicorp Plaza
8420 West Bryn Mawr
Chicago, Illinois 60631

                                                         Participation Agreement
                                                             West Lease Facility




InterCall Web Conferencing, Inc.
Citicorp Plaza
8420 West Bryn Mawr
Chicago, Illinois 60631

InterCall Hong Kong Pty. Ltd.
1318 Two Pacific Place
88 Queensway
Hong Kong

InterCall Asia Pacific Holdings Pty. Ltd.
Level 8, 155 George Street
Sydney, New South Wales, Australia

                                                         Participation Agreement
                                                             West Lease Facility




                                   Schedule 5

                                  Labor Matters

                                      None.

                                                         Participation Agreement
                                                             West Lease Facility




                                   Schedule 6

                                  Indebtedness

1.       Indebtedness of West Corporation not exceeding $12,000,000.00 in the
         aggregate pursuant to that certain Mortgage Loan, by and between West
         Corporation and First National Bank of Omaha, dated as of January 30,
         1998, as amended as of March 8, 2002.

2.       Indebtedness in an aggregate principal amount not to exceed
         $41,000,000.00 under that certain synthetic lease transaction pursuant
         to the Operative Agreements as described in that certain Participation
         Agreement, dated as of the Closing Date, by and among West Facilities
         Corporation, as lessee, Wachovia Development Corporation, as lessor,
         the lenders party thereto and Wachovia Bank, National Association.

3.       Earn-out obligations of West Corporation pursuant to that certain
         Purchase Agreement, dated as of July 23, 2002, by and among Attention,
         LLC, the Sellers (as defined therein), the Sellers' Representative (as
         defined therein) and West Corporation. Pursuant to the Attention, LLC
         acquisition, additional consideration will be payable over the four
         year period between 2004 and 2008, which will range from a minimum of
         $21,500,000.00 to a maximum of $50,000,000.00 based upon Attention,
         LLC's satisfaction of certain earnings objectives during the years
         ending December 31, 2003 through 2007. At December 31, 2002, the
         $21,500,000.00 minimum payment was accrued.

4.       Earn-out obligations of West Corporation pursuant to that certain Stock
         Purchase Agreement, dated as of December 7, 2001, by and between West
         Corporation and John F. Gillen, in connection with West Corporation's
         purchase of Tel Mark Sales, Inc. There is a provision for a three-year
         contingent earn-out with a maximum earn-out of $5,000,000.00 per year
         relating to the acquisition of Tel Mark Sales, Inc. in 2002. The
         earn-out obligation is based upon the acquired entity achieving certain
         revenue growth objectives. Based on the revenue growth achieved by this
         entity an accrual of $2,752,000.00 was recorded during fiscal year
         2002.

5.       As of April 30, 2003, indebtedness in the approximate aggregate amount
         of $12,000,000.00 outstanding pursuant to those Equipment Leases by and
         between Banc of America Leasing and Capital, LLC and West Interactive
         Corporation covering certain equipment as delineated in the collateral
         descriptions for the following UCC filings: #20367825 (1/22/02
         Delaware), #20470405 (2/22/02 Delaware), #20842751 (4/4/02 Delaware),
         #20999775 (4/23/02 Delaware) and #21646987 (7/8/02 Delaware).

6.       As of April 30, 2003 indebtedness in the approximate amount of
         $1,900,000.00 outstanding pursuant to that certain Equipment Lease
         dated as of July 22, 2002, by and among Lombard US Equipment Finance
         Corporation, West Corporation, West Interactive Corporation, West
         Telemarketing Corporation, West Telemarketing Corporation Outbound and
         Dakotah Direct II, LLC covering certain equipment as delineated in the
         collateral descriptions for the following UCC filings: #21910276
         (8/1/02 Delaware), #21910615 (8/1/02 Delaware), #21910680 (8/1/02
         Delaware), #21910599 (8/1/02 Delaware) and #22175549 (8/28/02
         Delaware). Please note that the only entities with outstanding
         indebtedness under the Lombard Equipment Lease are West Interactive
         Corporation and West Telemarketing Corporation Outbound.

7.       As of April 30, 2003, indebtedness in the approximate amount of
         $1,300,000.00 pursuant to that certain Equipment Lease by and between
         West Telemarketing Corporation Outbound and Banc of

                                                         Participation Agreement
                                                             West Lease Facility




         America Leasing & Capital, LLC covering certain equipment as delineated
         in the collateral description in the following UCC filing: #11792659
         (11/26/01 Delaware).

8.       As of April 30, 2003, indebtedness in the approximate amount of
         $300,000.00 pursuant to that certain Equipment Lease by and between
         West Telemarketing Corporation Outbound and Dell Financial Services
         covering certain equipment as delineated in the collateral description
         in the following UCC filing: #31015273 (4/18/03 Delaware).

9.       On August 9, 2002, InterCall New Zealand, Ltd. purchased certain
         telecommunications equipment valued at approximately $598,000 from
         Telecom New Zealand, Ltd. Payments to Telecom are due in installments,
         and Telecom took a security interest in the telecommunications
         equipment to secure payment.

10.      Equipment Lease, dated as of November 7, 2002, by and between Sun
         Microsystems Finance and InterCall.

                                                         Participation Agreement
                                                             West Lease Facility




                                    EXHIBIT A

                                REQUISITION FORM
     (Pursuant to Sections 4.2, 5.2 and 5.3 of the Participation Agreement)

         WEST FACILITIES CORPORATION, a Delaware corporation (the "Company")
hereby certifies as true and correct and delivers the following Requisition to
WACHOVIA BANK, NATIONAL ASSOCIATION, as the agent for the Lenders and the Lessor
(each such term as hereinafter defined) and respecting the Security Documents,
as the agent for the Secured Parties (the "Agent"):

         Reference is made herein to that certain Participation Agreement dated
as of May 9, 2003 (as amended, modified, extended, supplemented, restated and/or
replaced from time to time, the "Participation Agreement") among the Company, as
the lessee (the "Lessee"), West Corporation and the various entities which are
parties thereto from time to time as guarantors (individually, a "Guarantor" and
collectively, the "Guarantors"), Wachovia Development Corporation, as the lessor
and as the borrower (the "Lessor"), the various banks and other lending
institutions which are parties thereto from time to time, as lenders (the
"Lenders"), and the Agent. Capitalized terms used herein but not otherwise
defined herein shall have the meanings set forth therefor in the Participation
Agreement.

Check one or both:

         [ ]      INITIAL CLOSING DATE: ________________________________________
                  (three (3) Business Days prior notice required for Advance)

         [ ]      PROPERTY CLOSING DATE: _______________________________________
                  (three (3) Business Days prior notice required for Advance)

1.       Transaction Expenses and other fees, expenses and disbursements under
         Sections 7.1(a) or 7.1(b) of the Participation Agreement and any and
         all other amounts contemplated to be financed under the Participation
         Agreement including without limitation any broker's fees, taxes,
         recording fees and the like (with supporting invoices or closing
         statement attached):

                    Party to Whom                          Amount Owed
                    Amount is Owed                       (in US Dollars)

              _____________________________           _______________________

              _____________________________           _______________________

              _____________________________           _______________________

                                      A-1



2.       Description of Land (which shall be a legal description of the Land in
         connection with an Advance to pay Property Acquisition Costs): See
         attached Schedule 1

3.       Description of Improvements: See attached Schedule 2

4.       Description of Equipment: See attached Schedule 3

5.       Aggregate Loans and Lessor Advances requested since the Initial Closing
         Date with respect to each Property for which Advances are requested
         under this Requisition (listed on a Property by Property basis),
         including without limitation all amounts requested under this
         Requisition: [IDENTIFY ON A PROPERTY BY PROPERTY BASIS]

                  $______________           [Property]

         In connection with this Requisition, the Company hereby requests that
the Lenders make Loans to the Lessor in the amount of $______________ and that
the Lessor make a Lessor Advance to the Lessor in the amount of
$________________. The Company hereby certifies (i) that the foregoing amounts
requested do not exceed the total aggregate of the Available Lender Commitments
plus the Available Lessor Commitments and (ii) each of the provisions of the
Participation Agreement applicable to the Loans and Lessor Advance requested
hereunder have been complied with as of the date of this Requisition.

         The Company requests the Loans be allocated as follows:

                  $______________           ABR Loans

                  $______________           Eurodollar Loans

         The Company requests the Lessor Advances be allocated as follows:

                  $______________           ABR Lessor Advances

                  $______________           Eurodollar Lessor Advances

6.       Each and every representation and warranty of the Credit Parties
         contained in the Operative Agreements to which any such Credit Party is
         a party is true and correct on and as of the date hereof.

7.       No Default or Event of Default has occurred and is continuing under any
         Operative Agreement.

8.       Each Operative Agreement to which any Credit Party is a party is in
         full force and effect with respect to each such Credit Party.

                                      A-2



9.       Each Credit Party has duly performed and complied with all covenants,
         agreements and conditions contained in the Participation Agreement or
         in any Operative Agreement required to be performed or complied with by
         it on or prior to the date hereof.

         The Company has caused this Requisition to be executed by its duly
authorized officer as of this _____ day of __________, ______.

                                            WEST FACILITIES CORPORATION

                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________

                                      A-3



                                   Schedule 1

                               Description of Land
                     (Legal Description and Street Address)

                                      A-4



                                   Schedule 2

                           Description of Improvements

                                      A-5



                                   Schedule 3

                            Description of Equipment



General Description           Make          Model         Serial Number
- -----------------------------------------------------------------------
                                                 

- -----------------------------------------------------------------------

- -----------------------------------------------------------------------

- -----------------------------------------------------------------------

- -----------------------------------------------------------------------

- -----------------------------------------------------------------------

- -----------------------------------------------------------------------

- -----------------------------------------------------------------------

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                                      A-6



                                    EXHIBIT B

                        [FORM OF OPINION TO BE REVISED.]

                    [Outside Counsel Opinion for the Lessee]
           (Pursuant to Section 5.3(j) of the Participation Agreement)

                              _____________,_______

TO THOSE ON THE ATTACHED DISTRIBUTION LIST

         Re: Synthetic Lease Financing Provided in favor of West Facilities
             Corporation

Dear Sirs:

We have acted as special counsel to [IF CREDIT SUPPORT FROM A PARTY OTHER THAN
THE LESSEE IS PART OF THE TRANSACTION, THIS OPINION MUST BE MODIFIED TO
REFERENCE SUCH PARTY AND THE DOCUMENTS TO WHICH IT IS A PARTY], West Facilities
Corporation, a Delaware corporation (the "Lessee") in connection with certain
transactions contemplated by the Participation Agreement dated as of May 9, 2003
(the "Participation Agreement"), among the Lessee, West Corporation and the
various entities which are parties thereto from time to time as guarantors
(individually, a "Guarantor" and collectively, the "Guarantors"), Wachovia
Development Corporation, as the lessor and as the borrower (the "Lessor"), the
various banks and other lending institutions which are parties thereto from time
to time, as lenders (the "Lenders") and Wachovia Bank, National Association, as
the agent for the Primary Financing Parties and respecting the Security
Documents, as the agent for the Secured Parties (the "Agent"). This opinion is
delivered pursuant to Section 5.3(j) of the Participation Agreement. All
capitalized terms used herein, and not otherwise defined herein, shall have the
meanings assigned thereto in Appendix A to the Participation Agreement.

In connection with the foregoing, we have examined originals, or copies
certified to our satisfaction, of [IDENTIFY THE APPLICABLE OPERATIVE AGREEMENTS,
INCLUDING EACH MORTGAGE INSTRUMENT, RELATED UCC FIXTURE FILINGS, ADDITIONAL UCCS
(HEREINAFTER DEFINED), DEEDS AND MEMORANDA OF LEASE] and such other corporate
documents and records of the Lessee, certificates of public officials and
representatives of the Lessee as to certain factual matters, and such other
instruments and documents which we have deemed necessary or advisable to examine
for the purpose of this opinion. With respect to such examination, we have
assumed (i) the statements of fact made in all such certificates, documents and
instruments are true, accurate and complete; (ii) the due authorization,
execution and delivery of the Operative Agreements by the parties thereto; (iii)
the genuineness of all signatures, the authenticity and completeness of all
documents, certificates, instruments, records and corporate records submitted to
us as originals and the conformity to the original instruments of all documents
submitted to us as copies, and the authenticity and completeness of the
originals of such copies; (iv) that all parties have all

                                      B-1



requisite corporate power and authority to execute, deliver and perform the
Operative Agreements; and (v) except as to the Lessee, the enforceability of the
Mortgage Instrument, the Memorandum of Lease and the UCC financing statements
against all parties thereto.

Based on the foregoing, and having due regard for such legal considerations as
we deem relevant, and subject to the limitations and assumptions set forth
herein, including without limitation the matters set forth in the last two (2)
paragraphs hereof, we are of the opinion that:

         (a)      The Mortgage Instrument and Memorandum of Lease are
enforceable in accordance with their respective terms, except as limited by laws
generally affecting the enforcement of creditors' rights, which laws will not
materially prevent the realization of the benefits intended by such documents.

         (b)      Each form of Mortgage Instrument and UCC fixture filing
relating thereto, attached hereto as Schedules 1 and 2, respectively, is in
proper form for filing and recording with the offices of [IDENTIFY THE RECORDING
OFFICES OF THE RESPECTIVE COUNTY CLERKS WHERE THE PROPERTIES ARE TO BE LOCATED].
Upon filing of each Mortgage Instrument and UCC fixture filing in [IDENTIFY THE
RECORDING OFFICES OF THE RESPECTIVE COUNTY CLERKS WHERE THE PROPERTIES ARE TO BE
LOCATED], the Agent will have a valid, perfected lien and security interest in
that portion of the Collateral described in such Mortgage Instrument or UCC
fixture filing to the extent such Collateral is comprised of real property
and/or fixtures.

         (c)      The forms of UCC financing statements relating to the Security
Documents, attached hereto as Schedule 3 (the "Additional UCCs"), are in proper
form for filing and recording with the offices of [IDENTIFY THE SECRETARY OF
STATE WHERE THE LESSEE IS LOCATED FOR PURPOSES OF THE UCC]. Upon filing of the
Additional UCCs in [IDENTIFY THE SECRETARY OF STATE WHERE THE LESSEE IS LOCATED
FOR PURPOSES OF THE UCC], the Agent will have a valid, perfected lien and
security interest in that portion of the Collateral which can be perfected by
filing UCC-1 financing statements under Article 9 of the UCC.

         (d)      Each form of Deed and Memorandum of Lease is in appropriate
form for filing and recording with the [IDENTIFY THE RECORDING OFFICES OF THE
RESPECTIVE COUNTY CLERKS FOR THE COUNTIES WHERE THE PROPERTIES ARE TO BE
LOCATED].

         (e)      Each Memorandum of Lease, when filed and recorded with the
[IDENTIFY THE RECORDING OFFICES OF THE RESPECTIVE COUNTY CLERKS FOR THE COUNTIES
WHERE THE PROPERTIES ARE TO BE LOCATED], will have been filed and recorded in
all public offices in the State of [__________] in which filing or recording is
necessary to provide constructive notice of the Lease to third Persons and to
establish of record the interest of the Lessor thereunder as to the Properties
described in each such Memorandum of Lease.

         (f)      The execution and delivery by the Lessor of the Operative
Agreements to which it is a party and compliance by the Lessor with all of the
provisions thereof do not and will not contravene any law, rule or regulation of
[IDENTIFY THE STATE].

                                      B-2



         (g)      By reason of their participation in the transaction
contemplated under the Operative Agreements, none of the Agent or any Primary
Financing Party has to (a) qualify as a foreign corporation in [IDENTIFY THE
STATE], (b) file any application or any designation for service of process in
[IDENTIFY THE STATE] or (c) pay any franchise, income, sales, excise, stamp or
other taxes of any kind to [IDENTIFY THE STATE].

         (h)      The provisions in the Operative Agreements concerning Rent,
interest, fees, prepayment premiums and other similar charges do not violate the
usury laws or other similar laws regulating the use or forbearance of money of
[IDENTIFY THE STATE].

         (i)      If the transactions contemplated by the Operative Agreements
are characterized as a lease transaction by a court of competent jurisdiction,
the Lease and the applicable Lease Supplement shall demise to the Lessee a valid
leasehold interest in the Properties described in such Lease Supplement.

         (j)      If the transactions contemplated by the Operative Agreements
are characterized as a loan transaction by a court of competent jurisdiction,
the combination of the Mortgage Instruments, the Deeds, the Lease and the
applicable Lease Supplements (and the other Operative Agreements incorporated
therein by reference) are sufficient to create a valid, perfected lien or
security interest in the Properties therein described, enforceable as a mortgage
in [IDENTIFY THE STATE].

This opinion is limited to the matters stated herein and no opinion is implied
or may be inferred beyond the matters stated herein. This opinion is based on
and is limited to the laws of the State of [___________] and the federal laws of
the United States of America. Insofar as the foregoing opinion relates to
matters of law other than the foregoing, no opinion is hereby given.

This opinion is for the sole benefit of the Lessee, the Primary Financing
Parties, the Agent and their respective successors and assigns and may not be
relied upon by any other person other than such parties and their respective
successors and assigns without the express written consent of the undersigned.
The opinions expressed herein are as of the date hereof and we make no
undertaking to amend or supplement such opinions if facts come to our attention
or changes in the current law of the jurisdictions mentioned herein occur which
could affect such opinions.

                                                      Very truly yours,

                                                      [LESSEE'S OUTSIDE COUNSEL]

                                      B-3



                                Distribution List

Wachovia Bank, National Association, as the Agent

The various banks and other lending institutions which are parties to the
Participation Agreement from time to time, as additional Lenders

West Facilities Corporation, as the Lessee

West Corporation, as a Guarantor

The various entities which are parties thereto from time to time as Guarantors

Wachovia Development Corporation, as the Lessor and as the Borrower

                                      B-4



                                   Schedule 1

                           Form of Mortgage Instrument

                                      B-5



                                   Schedule 2

                          Forms of UCC Fixture Filings

                                      B-6



                                   Schedule 3

                        Forms of UCC Financing Statements

                                      B-7



                                    EXHIBIT C

                           WEST FACILITIES CORPORATION

                              OFFICER'S CERTIFICATE
           (Pursuant to Section 5.3(w) of the Participation Agreement)

         WEST FACILITIES CORPORATION, a Delaware corporation (the "Company"),
DOES HEREBY CERTIFY as follows:

         1.       Each and every representation and warranty of each Credit
                  Party contained in the Operative Agreements to which it is a
                  party is true and correct on and as of the date hereof.

         2.       No Default (other than any Credit Agreement Default) or Event
                  of Default (other than any Credit Agreement Event of Default)
                  has occurred and is continuing under any Operative Agreement.

         3.       Each Operative Agreement to which any Credit Party is a party
                  is in full force and effect with respect to it, except as the
                  same may be limited by applicable bankruptcy, insolvency,
                  fraudulent transfer or conveyance, reorganization, moratorium
                  or other similar laws relating to or affecting creditors' or
                  lessors' rights generally and general principles of equity.

         4.       Each Credit Party has duly performed and complied with all
                  covenants, agreements and conditions contained in the
                  Participation Agreement (hereinafter defined) or in any
                  Operative Agreement required to be performed or complied with
                  by it on or prior to the date hereof.

Capitalized terms used in this Officer's Certificate and not otherwise defined
herein have the respective meanings ascribed thereto in the Participation
Agreement dated as of May 9, 2003 among the Company, as the Lessee, West
Corporation and the various entities which are parties thereto from time to time
as guarantors (the "Guarantors"), Wachovia Development Corporation, as the
lessor and as the borrower, the various banks and other lending institutions
which are parties thereto from time to time, as lenders (the "Lenders"), and
Wachovia Bank, National Association, as the agent for the Primary Financing
Parties and respecting the Security Documents, as the agent for the Secured
Parties (the "Agent").

IN WITNESS WHEREOF, the Company has caused this Officer's Certificate to be duly
executed and delivered as of this _____ day of __________, ______.

                                            WEST FACILITIES CORPORATION

                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________

                                      C-1



                                    EXHIBIT D

                           WEST FACILITIES CORPORATION

                             SECRETARY'S CERTIFICATE
           (Pursuant to Section 5.3(y) of the Participation Agreement)

         WEST FACILITIES CORPORATION, a Delaware corporation (the "Company")
DOES HEREBY CERTIFY as follows:

         1.       Attached hereto as Schedule 1 is a true, correct and complete
                  copy of the resolutions of the Board of Directors of the
                  Company duly adopted by the Board of Directors of the Company
                  on __________. Such resolutions have not been amended,
                  modified or rescinded since their date of adoption and remain
                  in full force and effect as of the date hereof.

         2.       Attached hereto as Schedule 2 is a true, correct and complete
                  copy of the Certificate of Incorporation of the Company on
                  file in and as certified by the Office of the Secretary of
                  State of Delaware. Such Certificate of Incorporation has not
                  been amended, modified or rescinded since their date of
                  adoption and remain in full force and effect as of the date
                  hereof.

         3.       Attached hereto as Schedule 3 is a true, correct and complete
                  copy of the Bylaws of the Company. Such Bylaws have not been
                  amended, modified or rescinded since their date of adoption
                  and remain in full force and effect as of the date hereof.

         4.       The persons named below now hold the offices set forth
                  opposite their names, and the signatures opposite their names
                  and titles are their true and correct signatures.


               Name                    Office                   Signature

         ________________        __________________        _____________________

         ________________        __________________        _____________________

IN WITNESS WHEREOF, the Company has caused this Secretary's Certificate to be
duly executed and delivered as of this _____ day of ___________, ______.

                                            WEST FACILITIES CORPORATION

                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________

                                      D-1



                                   Schedule 1

                                Board Resolutions

                                      D-2



                                   Schedule 2

                          Certificate of Incorporation

                                      D-3



                                   Schedule 3

                                     Bylaws

                                      D-4



                                    EXHIBIT E

                        WACHOVIA DEVELOPMENT CORPORATION

                              OFFICER'S CERTIFICATE
           (Pursuant to Section 5.3(z) of the Participation Agreement)

         WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation (the
"Lessor"), DOES HEREBY CERTIFY as follows:

         1.       Each and every representation and warranty of the Lessor
                  contained in the Operative Agreements to which it is a party
                  is true and correct on and as of the date hereof.

         2.       Each Operative Agreement to which the Lessor is a party is in
                  full force and effect with respect to it, except as the same
                  may be limited by applicable bankruptcy, insolvency,
                  fraudulent transfer or conveyance, reorganization, moratorium
                  or other similar laws relating to or affecting creditors' or
                  lessors' rights generally and general principles of equity.

         3.       The Lessor has duly performed and complied with all covenants,
                  agreements and conditions contained in the Participation
                  Agreement (hereinafter defined) or in any Operative Agreement
                  required to be performed or complied with by it on or prior to
                  the date hereof.

         4.       No Credit Agreement Default or Credit Agreement Event of
                  Default has occurred and is continuing.

         5.       The Lessor is not an entity which (a) is or holds itself out
                  as being engaged primarily, or proposes to engage primarily,
                  in the business of investing, reinvesting or trading in
                  securities; (b) is engaged or proposes to engage in the
                  business of issuing face-amount certificates of the
                  installment type, or has been engaged in such business and has
                  any such certificate outstanding; or (c) is engaged or
                  proposes to engage in the business of investing, reinvesting,
                  owning, holding or trading in securities, and owns or proposes
                  to acquire "investment securities" having a value exceeding 40
                  per centum of the value of its total assets (exclusive of
                  government securities and cash items) on an unconsolidated
                  basis. As used in this paragraph, "investment securities"
                  includes all securities except (i) government securities, (ii)
                  securities issued by employees' securities companies, and
                  (iii) securities issued by majority-owned subsidiaries of the
                  owner which are not investment companies. As used in this
                  paragraph, "government securities" means any security issued
                  or guaranteed as to principal or interest by the United
                  States, or by a person controlled or supervised by and acting
                  as an instrumentality of the Government of the United States
                  pursuant to authority granted by the

                                      E-1



                  Congress of the United States; or any certificate of deposit
                  for any of the foregoing.

Capitalized terms used in this Officer's Certificate and not otherwise defined
herein have the respective meanings ascribed thereto in the Participation
Agreement dated as of May 9, 2003 among West Facilities Corporation, as the
Lessee, West Corporation and the various entities which are parties thereto from
time to time as guarantors (the "Guarantors"), the Lessor, the various banks and
other lending institutions which are parties thereto from time to time, as
lenders (the "Lenders") and Wachovia Bank, National Association, as the agent
for the Primary Financing Parties and respecting the Security Documents, as the
agent for the Secured Parties (the "Agent").

IN WITNESS WHEREOF, the Lessor has caused this Officer's Certificate to be duly
executed and delivered as of this _____ day of __________, ______.

                                            WACHOVIA DEVELOPMENT CORPORATION

                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________

                                      E-2



                                    EXHIBIT F

                        WACHOVIA DEVELOPMENT CORPORATION

                             SECRETARY'S CERTIFICATE
          (Pursuant to Section 5.3(aa) of the Participation Agreement)

                       CERTIFICATE OF ASSISTANT SECRETARY

         I, ______________________, duly elected and qualified _________
Secretary of Wachovia Development Corporation, a North Carolina corporation (the
"Company"), hereby certify as follows:

         1.       Attached hereto as Schedule 1 is a true, correct and complete
                  copy of the resolutions of the Board of Directors of the
                  Company duly adopted by the Board of Directors of the Company
                  on __________. Such resolutions have not been amended,
                  modified or rescinded since their date of adoption and remain
                  in full force and effect as of the date hereof.

         2.       Attached hereto as Schedule 2 is a true, correct and complete
                  copy of the Articles of Incorporation of the Company on file
                  in and as certified by the Office of the Secretary of State of
                  North Carolina. Such Articles of Incorporation have not been
                  amended, modified or rescinded since their date of adoption
                  and were in full force and effect on the date of the
                  resolutions referenced in paragraph 1 and remain in full force
                  and effect as of the date hereof.

         3.       Attached hereto as Schedule 3 is a true, correct and complete
                  copy of the Bylaws of the Company. Such Bylaws have not been
                  amended, modified or rescinded since their date of adoption
                  and remain in full force and effect as of the date hereof.

         4.       The persons named below now hold the offices set forth
                  opposite their names, and the signatures opposite their names
                  and titles are their true and correct signatures.

                  Name                  Office                  Signature

         ___________________    _____________________     ______________________

         ___________________    _____________________     ______________________

                                      G-1




IN WITNESS WHEREOF, the Company has caused this __________ Secretary's
Certificate to be duly executed and delivered as of this _____ day of
__________, _____.

                                   WACHOVIA DEVELOPMENT CORPORATION

                                   By:
                                      ------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------

                                      G-2




                                   SCHEDULE 1

                                   RESOLUTIONS

                                      G-3




                                   SCHEDULE 2

                            ARTICLES OF INCORPORATION

                                      G-4




                                   SCHEDULE 3

                                     BYLAWS

                                      G-5




                                   Appendix A
                         Rules of Usage and Definitions


                                I. Rules of Usage

The following rules of usage shall apply to this Appendix A and the Operative
Agreements (and each appendix, schedule, Exhibit and annex to the foregoing)
unless otherwise required by the context or unless otherwise defined therein:

         (a)      Except as otherwise expressly provided, any definitions set
forth herein or in any other document shall be equally applicable to the
singular and plural forms of the terms defined.

         (b)      Except as otherwise expressly provided, references in any
document to articles, sections, paragraphs, clauses, annexes, appendices,
schedules or exhibits are references to articles, sections, paragraphs, clauses,
annexes, appendices, schedules or exhibits in or to such document.

         (c)      The headings, subheadings and table of contents used in any
document are solely for convenience of reference and shall not constitute a part
of any such document nor shall they affect the meaning, construction or effect
of any provision thereof.

         (d)      References to any Person shall include such Person, its
successors, permitted assigns and permitted transferees.

         (e)      Except as otherwise expressly provided, reference to any
agreement means such agreement as amended, modified, extended, supplemented,
restated and/or replaced from time to time in accordance with the applicable
provisions thereof.

         (f)      Except as otherwise expressly provided, references to any law
includes any amendment or modification to such law and any rules or regulations
issued thereunder or any law enacted in substitution or replacement therefor.

         (g)      When used in any document, words such as "hereunder",
"hereto", "hereof" and "herein" and other words of like import shall, unless the
context clearly indicates to the contrary, refer to the whole of the applicable
document and not to any particular article, section, subsection, paragraph or
clause thereof.

         (h)      References to "including" means including without limiting the
generality of any description preceding such term and for purposes hereof the
rule of ejusdem generis shall not be




applicable to limit a general statement, followed by or referable to an
enumeration of specific matters, to matters similar to those specifically
mentioned.

         (i)      References herein to "attorney's fees", "legal fees", "costs
of counsel" or other such references shall be deemed to include the allocated
cost of in-house counsel.

         (j)      Each of the parties to the Operative Agreements and their
counsel have reviewed and revised, or requested revisions to, the Operative
Agreements, and the usual rule of construction that any ambiguities are to be
resolved against the drafting party shall be inapplicable in the construction
and interpretation of the Operative Agreements and any amendments or exhibits
thereto.

         (k)      Capitalized terms used in any Operative Agreements which are
not defined in this Appendix A but are defined in another Operative Agreement
shall have the meaning so ascribed to such term in the applicable Operative
Agreement.

         (l)      In computing any period of time for purposes of any Operative
Agreement, the mechanics for counting the number of days set forth in Rule 6 of
the Federal Rules of Civil Procedure shall be observed.

         (m)      Unless the context otherwise requires, references in the
Operative Agreements to the acquisition of a Property (including without
limitation a ground lease interest in a Property) by the Lessor shall be deemed
to refer to the acquisition of title to such Property or the acquisition of a
ground lease interest therein, in each case in connection with an assignment of
the Existing Notes and the Existing Holder Certificates and an assumption of the
Trust's obligations under the Existing Operative Agreements.

         (n)      Unless otherwise specified herein, all accounting terms used
herein shall be interpreted, all accounting determinations hereunder shall be
made, and all financial statements required to be delivered hereunder shall be
prepared in accordance with GAAP applied on a basis consistent with the most
recent audited consolidated financial statements of the Parent delivered to the
Agent and the Primary Financing Parties; provided that, if the Parent shall
notify the Agent and the Primary Financing Parties that they wish to amend any
covenant in Section 8A.9 to eliminate the effect of any change in GAAP on the
operation of such covenant (or if the Agent notifies the Parent that the Primary
Financing Parties wish to amend Section 8A.9 for such purpose), then the
Parent's compliance with such covenant shall be determined on the basis of GAAP
in effect immediately before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Parent and the Primary Financing Parties.

         (o) For purposes of this Participation Agreement and the other
Operative Agreements, any reference to a GCA Lender party to a Hedging Agreement
shall include (i) any Affiliate of such GCA Lender party to a Hedging Agreement
and (ii) any Person that was a GCA

                                       2




Lender (or Affiliate of such GCA Lender) at the time it entered into the Hedging
Agreement that has ceased to be a GCA Lender.

                                       3




                                 II. Definitions

         "ABR" or "Alternate Base Rate" shall mean, for any day, a rate per
annum equal to the greater of (a) the Prime Lending Rate in effect on such day,
and (b) the Federal Funds Effective Rate in effect on such day plus one-half of
one percent (0.5%). For purposes hereof: "Prime Lending Rate" shall mean the
rate announced by the Agent from time to time as its prime lending rate as in
effect from time to time. Each change in the Prime Lending Rate shall be
effective as of the opening of business on the date such change in the Prime
Lending Rate occurs. The Prime Lending Rate is a reference rate and is one of
several interest rate bases used by the Agent and does not necessarily represent
the lowest or most favorable rate offered by the Agent actually charged to any
customer. Any Lender may make commercial loans or other loans at rates of
interest at, above or below the Prime Lending Rate. The Prime Lending Rate shall
change automatically and without notice from time to time as and when the prime
lending rate of the Agent changes. "Federal Funds Effective Rate" shall mean,
for any period, a fluctuating interest rate per annum equal for each day during
such period to the weighted average of the rates on overnight Federal funds
transactions with members or the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by the
Agent from three (3) Federal funds brokers of recognized standing selected by
it. Any change in the ABR due to a change in the Prime Lending Rate or the
Federal Funds Effective Rate shall be effective as of the opening of business on
the effective day of such change in the Prime Lending Rate or the Federal Funds
Effective Rate, respectively. If for any reason the Agent shall have determined
(which determination shall be conclusive in the absence of manifest error) that
it is unable to ascertain the Federal Funds Effective Rate, for any reason,
including the inability or failure of the Agent to obtain sufficient quotations
in accordance with the terms thereof, the Alternate Base Rate shall be
determined without regard to clause (b) of the first sentence of this
definition, as appropriate, until the circumstances giving rise to such
inability no longer exist. Any change in the Alternate Base Rate due to a change
in the Prime Lending Rate or the Federal Funds Effective Rate shall be effective
on the opening of business on the date of such change.

         "ABR Lessor Advance" shall mean a Lessor Advance bearing a Lessor Yield
 based on the ABR.

         "ABR Loans" shall mean Loans the rate of interest applicable to which
is based upon the ABR.

         "Acceleration" shall have the meaning given to such term in Section 6
of the Credit Agreement.

         "Accounts" shall have the meaning given to such term in Section 1 of
the Security Agreement.

                                       4




         "Acquired Company" shall mean ITC Holding Company, Inc., a Delaware
corporation.

         "Acquisition" shall mean the acquisition of the Acquired Company by the
Parent pursuant to the Acquisition Documents.

         "Acquisition Documents" shall mean that certain Agreement and Plan of
Merger dated as of March 27, 2003, as amended as of April 11, 2003, and as
further amended as of May 9, 2003, among the Parent, Dialing Acquisition Corp.,
a Delaware corporation, and the Acquired Company, as amended, modified or
supplemented from time to time.

         "Additional Credit Party" shall mean each Person that becomes a
Guarantor under the Operative Agreements by execution of a Joinder Agreement in
accordance with Section 8A.10 of the Participation Agreement.

         "Advance" shall have the meaning given to such term in Section 5.3 of
the Participation Agreement.

         "Affiliate" shall mean, with respect to any Person, any Person or group
acting in concert in respect of the Person in question that, directly or
indirectly, controls or is controlled by or is under common control with such
Person.

         "After Tax Basis" shall mean, with respect to any payment to be
received, the amount of such payment increased so that, after deduction of the
amount of all Federal, state and local taxes required to be paid by the
recipient calculated at the then maximum marginal income tax rates generally
applicable to Persons of the same type as the recipients with respect to the
receipt by the recipient of such amounts (less any tax savings realized as a
result of any deduction attributable to the payment of the indemnified amount or
the event or circumstances giving rise to the obligation to make such payment),
such increased payment (as so reduced) is equal to the payment otherwise
required to be made.

         "Agent" shall mean Wachovia Bank, National Association, as agent for
the Primary Financing Parties, or any successor agent appointed in accordance
with the terms of the Participation Agreement and respecting the Security
Documents, as agent for the Secured Parties.

         "Aggregate Revolving Committed Amount" shall mean one hundred
twenty-five million dollars ($125,000,000.00) as such amount may be reduced from
time to time as provided in Section 2.6, or such other applicable sections, of
the Guarantor Credit Agreement.

         "Applicable Percentage" shall mean, for any day, the rate per annum set
forth below opposite the applicable level then in effect:

                                       5






                                   APPLICABLE PERCENTAGE                              APPLICABLE PERCENTAGE        APPLICABLE
                                   FOR EURODOLLAR LESSOR    APPLICABLE PERCENTAGE       FOR ABR LESSOR          PERCENTAGE FOR ABR
                                   ADVANCES IN EXCESS OF    FOR EURODOLLAR LESSOR      ADVANCE IN EXCESS OF     LESSOR ADVANCES NOT
                                   12% OF THE AGGREGATE        ADVANCE NOT IN          12% OF THE AGGREGATE     IN EXCESS OF 12% OF
             CONSOLIDATED          PROPERTY COST FOR ALL    EXCESS OF 12% OF THE       PROPERTY COST FOR ALL      THE AGGREGATE
               LEVERAGE               PROPERTIES AND          AGGREGATE PROPERTY         PROPERTIES AND        PROPERTY COST FOR ALL
 LEVEL           RATIO                EURODOLLAR LOAN      COST FOR ALL PROPERTIES          ABR LOANS              PROPERTIES
- -------    ----------------        ---------------------   -----------------------    ----------------------   ---------------------
                                                                                                
  I            < 0.50x                    1.00 %                  1.50 %                     0.00 %                   0.50%
- -------    ----------------        ---------------------   ------------------------   ----------------------   ---------------------
  II       > or = 0.50x but               1.25 %                  1.75 %                     0.00 %                   0.50%
               < 1.00x
- -------    ----------------        ---------------------   ------------------------   ----------------------   ---------------------
  III      > or = 1.00x but               1.50 %                  2.00 %                     0.25 %                   0.75%
               < 1.50x
- -------    ----------------        ---------------------   ------------------------   ----------------------   ---------------------
  IV         > or = 1.50x                 2.00 %                  2.50 %                     0.75 %                   1.25%
- -------    ----------------        ---------------------   ------------------------   ----------------------   ---------------------


                  The Applicable Percentage shall be determined and adjusted
         quarterly on the date five (5) Business Days after the date on which
         the Agent has received from the Parent the quarterly financial
         information and certifications required to be delivered to the Agent
         and the Primary Financing Parties in accordance with the provisions of
         Sections 8A.1(b) and 8A.2(b) pursuant to which the Parent notifies the
         Agent of a change in the applicable pricing level based on the
         financial information contained therein (each an "Interest
         Determination Date"). Such Applicable Percentage shall be effective
         from such Interest Determination Date until the next such Interest
         Determination Date. If the Parent shall fail to provide the quarterly
         financial information and certifications in accordance with the
         provisions of Sections 8A.1(b) and 8A.2(b), the Applicable Percentage
         from such Interest Determination Date shall, on the date five (5)
         Business Days after the date by which the Parent was so required to
         provide such financial information and certifications to the Agent and
         the Primary Financing Parties, be based on Level IV until such time as
         such information and certifications are provided, whereupon the Level
         shall be determined by the then current Consolidated Leverage Ratio.

         "Appraisal" shall mean, with respect to any Property, an as-built
appraisal to be delivered in connection with the Participation Agreement or in
accordance with the terms of the Lease, in each case prepared by a reputable
appraiser reasonably acceptable to the Agent, which in the reasonable judgment
of counsel to the Agent, complies with all of the provisions of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, as amended, the rules
and regulations adopted pursuant thereto, and all other applicable Legal
Requirements.

         "Appraisal Procedure" shall have the meaning given to such term in
Section 22.4 of the Lease.

         "Approved Bank" shall have the meaning given to such term in the
definition of Cash Equivalents.

         "Approved State" shall mean each of the following: Nebraska, Texas and
any other state within the continental United States proposed by the Lessee and
consented to in writing by the Agent.

                                       6




         "Appurtenant Rights" shall mean (a) all agreements, easements, rights
of way or use, rights of ingress or egress, privileges, appurtenances,
tenements, hereditaments and other rights and benefits at any time belonging or
pertaining to the Land underlying the Improvements or the Improvements,
including without limitation the use of any streets, ways, alleys, vaults or
strips of land adjoining, abutting, adjacent or contiguous to the Land and (b)
all permits, licenses and rights, whether or not of record, appurtenant to such
Land or the Improvements.

         "Arranger" shall mean Wachovia Securities, Inc.

         "Asset Disposition" shall mean the disposition of any or all of the
assets (including, without limitation, the Capital Stock of a GCA Subsidiary or
any ownership interest in a joint venture) of any GCA Credit Party or any GCA
Subsidiary whether by sale, lease, transfer or otherwise. The term "Asset
Disposition" shall not include (i) Specified Sales, (ii) the sale, lease or
transfer of assets permitted by Section 8B.4(a)(iii) or (iv) hereof, or (iii)
any Equity Issuance.

         "Assigned Facility" shall have the meaning provided therefor in Section
3 of the Assignment and Recharacterization Agreement.

         "Assigning Parties" shall mean the Existing Lenders and the Existing
Holders.

         "Assignment and Acceptance" shall mean the Assignment and Acceptance in
the form attached to the Credit Agreement as Exhibit B.

         "Assignment and Recharacterization Agreement" shall mean that certain
Assignment and Recharacterization Agreement dated on or about the Initial
Closing Date by and among the parties to the Participation Agreement and the
parties to the Existing Participation Agreement, as specified therein.

         "Available Lender Commitment" shall mean, as to any Lender at any time,
an amount equal to the excess, if any, of (a) the amount of the Lender
Commitment of such Lender over (b) the aggregate principal amount of all Loans
made by such Lender as of such date after giving effect to Section 5.2(d) of the
Participation Agreement (but without giving effect to any other repayments or
prepayments of any Loans).

         "Available Lessor Commitments" shall mean, as to the Lessor at any
time, an amount equal to the excess, if any, of (a) the amount of the Lessor
Commitment of the Lessor over (b) the aggregate principal amount of all Lessor
Advances as of such date after giving effect to Section 5.2(d) of the
Participation Agreement (but without giving effect to any other repayments or
prepayments of any Lessor Advances).

         "Bankruptcy Code" shall mean Title 11 of the U. S. Code entitled
"Bankruptcy," as now or hereafter in effect or any successor thereto.

                                       7




         "Basic Documents" shall mean the following: the Participation
Agreement, the Guaranty, the Credit Agreement, the Notes, the Lease and the
Security Agreement.

         "Basic Rent" shall mean an amount equal to the scheduled interest and
Lessor Yield due on any Scheduled Interest Payment Date (but not including
interest on any overdue amounts under Section 2.8(b) of the Credit Agreement or
otherwise, or any yield on overdue amounts calculated at the Lessor Overdue
Rate) payable in accordance with the Lease and the Participation Agreement.

         "Basic Term" shall commence on the Initial Closing Date and shall
terminate on the fifth annual anniversary of the Initial Closing Date unless
earlier terminated.

         "Basic Term Expiration Date" shall have the meaning specified in
Section 2.2 of the Lease.

         "Beneficiaries" shall have the meaning specified in the Guaranty.

         "Benefitted Lender" shall have the meaning specified in Section 9.10(a)
of the Credit Agreement.

         "Bill of Sale" shall mean a Bill of Sale regarding Equipment in form
and substance reasonably satisfactory to the Agent.

         "Board" shall mean the Board of Governors of the Federal Reserve System
of the United States (or any successor).

         "Borrower" shall mean Wachovia Development Corporation, a North
Carolina corporation, as the borrower under the Credit Agreement.

         "Borrower's Interest" shall mean the Borrower's rights in, to and under
any Property, the Operative Agreements, any other property contributed on behalf
of the Lessee and any and all other property or assets from time to time of the
Borrower obtained with respect to the Operative Agreements, including, without
limitation, Modifications, and all amounts of Rent, insurance proceeds and
condemnation awards, indemnity or other payments of any kind received by the
Borrower pursuant to the Operative Agreements; provided, the term "Borrower's
Interest" shall not include any Lessor Advance or Lessor Yield.

         "Borrowing Date" shall mean any Business Day specified in a notice
delivered pursuant to Section 2.3 of the Credit Agreement as a date on which the
Borrower requests the Lenders to make Loans thereunder.

         "Business" shall have the meaning set forth in Section 6.3(i).

                                       8




         "Business Day" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in North Carolina, Nebraska and Texas or any other
states from which the Agent, any Lender or the Lessor funds or engages in
administrative activities with respect to the transactions under the Operative
Agreements are authorized or required by law to close; provided, however, that
when used in connection with a Eurodollar Loan or a Lessor Advance based on the
Eurodollar Rate, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market.

         "Capital Lease" shall mean any lease of property, real or personal, the
obligations with respect to which are required to be capitalized on a balance
sheet of the lessee in accordance with GAAP.

         "Capital Stock" shall mean (i) in the case of a corporation, capital
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of capital stock, (iii) in the case of a partnership, partnership
interests (whether general or limited), (iv) in the case of a limited liability
company, membership interests and (v) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

         "Cash Equivalents" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition ("Government Obligations"), (ii)
U.S. dollar denominated (or foreign currency fully hedged or other non-hedged
foreign currency in an aggregate amount not to exceed $5,000,000) time deposits,
certificates of deposit, Eurodollar time deposits and Eurodollar certificates of
deposit of (x) any domestic commercial bank of recognized standing having
capital, surplus and retained earnings in excess of $250,000,000, (y) any
domestic commercial bank having capital and surplus of less than $250,000,000,
provided that no more than $25,000,000 of such investments shall be deemed "Cash
Equivalents" at any time, or (z) any bank whose short-term commercial paper
rating from S&P is at least A-1 or the equivalent thereof or from Moody's is at
least P-1 or the equivalent thereof (any such bank being an "Approved Bank"), in
each case with maturities of not more than 364 days from the date of
acquisition, (iii) commercial paper and variable or fixed rate notes issued by
any Approved Bank (or by the parent company thereof) or any variable rate notes
issued by, or guaranteed by any domestic corporation rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody's and maturing within six months of the date of acquisition,
(iv) repurchase agreements with a bank or trust company (including a Primary
Financing Party) or a recognized securities dealer having capital, surplus and
retained earnings in excess of $500,000,000 for direct obligations issued by or
fully guaranteed by the United States of America and (v) obligations of any
state of the United States or any political subdivision thereof for the payment
of the principal and redemption price of and interest on which there shall have
been irrevocably deposited Government Obligations maturing as to principal and
interest at times and in amounts sufficient to provide such payment.

                                       9




         "Casualty" shall mean any damage or destruction of all or any portion
of the Property as a result of a fire or other casualty.

         "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as
amended by the Superfund Amendments and Reauthorization Act of 1986.

         "Change of Control" shall mean (a) any Person or two or more Persons
acting in concert (other than members of the West Family Group) shall have
acquired "beneficial ownership," directly or indirectly, of, or shall have
acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation, will result in its or their acquisition of,
or control over, Voting Stock of the Parent (or other securities convertible
into such Voting Stock) representing 50% or more of the combined voting power of
all Voting Stock of the Parent, or (b) Continuing Directors shall cease for any
reason to constitute a majority of the members of the board of directors of the
Parent then in office. As used herein, "beneficial ownership" shall have the
meaning provided in Rule 13d-3 of the Securities and Exchange Commission under
the Securities Exchange Act of 1934.

         "Chattel Paper" shall have the meaning given to such term in Section 1
of the Security Agreement.

         "Claims" shall mean any and all obligations, liabilities, losses,
actions, suits, penalties, claims, demands, costs and expenses (including
without limitation reasonable attorney's fees and expenses) of any nature
whatsoever.

         "Clarke Sublease" shall mean the Lease Agreement dated as of September
19, 1988 between Woodway Phase II, Ltd., a Texas limited partnership, as
landlord, and Clarke Checks, Inc., a Delaware corporation, as tenant, as amended
by the First Amendment to Lease Agreement dated January 12, 1989, a Second
Amendment and Modification of Lease Amendment dated November 21, 1989, a Third
Amendment to Lease Agreement dated September 1, 1997 and a Fourth Amendment to
Lease Agreement dated February 15, 2001. Notwithstanding the Rules of Usage set
forth in Section I of this Appendix A, the Clarke Sublease shall not include any
amendment, modification, restatement and/or replacement except those referenced
above in this definition of the "Clarke Sublease" and each other amendment,
modification, restatement and/or replacement which is consented to in writing by
the Agent (acting upon direction from the Majority Secured Parties).

         "Closing Date" shall mean the Initial Closing Date and the Property
Closing Date.

         "Code" shall mean the Internal Revenue Code of 1986 together with rules
and regulations promulgated thereunder, as amended from time to time, or any
successor statute thereto.

                                       10




         "Collateral" shall mean all assets of the Lessor and the Lessee, now
owned or hereafter acquired, upon which a Lien is purported to be created by one
or more of the Security Documents.

         "Commencement Date" shall have the meaning specified in Section 2.2 of
the Lease.

         "Commercial Tort Claims" shall have the meaning given to such term in
Section 1 of the Security Agreement.

         "Commitment" shall mean the Lender Commitment of each Lender and the
Lessor Commitment of the Lessor.

         "Commitment Percentage" shall mean, as to any Primary Financing Party
at any time, the percentage which such Primary Financing Party's Commitment then
constitutes of the aggregate Commitments (or, at any time after the Commitments
shall have expired or terminated, the percentage which the aggregate principal
amount of such Primary Financing Party's Financing then outstanding constitutes
of the aggregate principal amount of all of the Financing then outstanding).

         "Commitment Period" shall mean the Initial Closing Date only.

         "Commonly Controlled Entity" shall mean an entity, whether or not
incorporated, which is under common control with the Parent within the meaning
of Section 4001 of ERISA or is part of a group which includes the Parent and
which is treated as a single employer under Section 414 of the Code.

         "Condemnation" shall mean any taking or sale of the use, access,
occupancy, easement rights or title to any Property or any part thereof, wholly
or partially (temporarily or permanently), by or on account of any actual or
threatened eminent domain proceeding or other taking of action by any Person
having the power of eminent domain, including without limitation an action by a
Governmental Authority to change the grade of, or widen the streets adjacent to,
any Property or alter the pedestrian or vehicular traffic flow to any Property
so as to result in a change in access to such Property, or by or on account of
an eviction by paramount title or any transfer made in lieu of any such
proceeding or action.

         "Consolidated Capital Expenditures" shall mean, for any period, all
capital expenditures of the Consolidated Group on a consolidated basis for such
period, as determined in accordance with GAAP. The term "Consolidated Capital
Expenditures" shall not include capital expenditures in respect of the
reinvestment of proceeds derived from Recovery Events received by the Parent and
the GCA Subsidiaries to the extent that such reinvestment is permitted under the
Operative Agreements.

         "Consolidated EBITDA" shall mean, as of any date for the four fiscal
quarter period ending on such date with respect to the Consolidated Group on a
consolidated basis, the sum of (i)

                                       11




Consolidated Net Income, plus (ii) an amount which, in the determination of
Consolidated Net Income, has been deducted for (A) Consolidated Interest
Expense, (B) total federal, state, local and foreign income, value added and
similar taxes and (C) depreciation and amortization expense, all as determined
in accordance with GAAP; provided that Consolidated EBITDA shall include
add-backs relating to the Acquisition of up to $26,000,000, as calculated by the
Agent. Notwithstanding the above, Consolidated EBITDA shall be (i) for the
fiscal quarter ending June 30, 2002, $63,156,000, (ii) for the fiscal quarter
ending September 30, 2002, $57,190,000, (iii) for the fiscal quarter ending
December 31, 2002, $70,782,000, and (iv) for the fiscal quarter ending March 31,
2003, $66,360,000.

         "Consolidated Fixed Charge Coverage Ratio" shall mean, as of the end of
each fiscal quarter of the Consolidated Group for the four fiscal quarter period
ending on such date with respect to the Consolidated Group on a consolidated
basis, the ratio of (i) Consolidated EBITDA for the applicable period minus
Consolidated Capital Expenditures for the applicable period to (ii) the sum of
Consolidated Interest Expense for the applicable period plus Scheduled Funded
Debt Payments for the applicable period plus payments made in connection with
earnout obligations for the applicable period to the extent permitted hereunder
plus cash taxes paid during the applicable period. Notwithstanding the
foregoing, for purposes of calculating the Consolidated Fixed Charge Coverage
Ratio for the first three complete fiscal quarters to occur after the Closing
Date, the Consolidated Fixed Charge Coverage Ratio shall be determined by
annualizing the components of the denominator thereof such that for the first
complete fiscal quarter to occur after the Closing Date such components would be
multiplied by four (4), the first two complete fiscal quarters would be
multiplied by two (2) and the first three complete fiscal quarters would be
multiplied by one and one-third (1 1/3).

         "Consolidated Group" shall mean the Parent and its Consolidated
Subsidiaries.

         "Consolidated Interest Expense" shall mean, for any period, all cash
interest expense of the Consolidated Group (including, without limitation, the
interest component under Capital Leases), as determined in accordance with GAAP.
For purposes hereof, Consolidated Interest Expense for the first three complete
fiscal quarters to occur after the Closing Date shall be determined by
annualizing Consolidated Interest Expense such that for the first complete
fiscal quarter to occur after the Closing Date such components would be
multiplied by four (4), the first two complete fiscal quarters would be
multiplied by two (2) and the first three fiscal quarters would be multiplied by
one and one-third (1 1/3).

         "Consolidated Leverage Ratio" shall mean, as of the end of any fiscal
quarter of the Consolidated Group for the four fiscal quarter period ending on
such date with respect to the Consolidated Group on a consolidated basis, the
ratio of (a) Funded Debt of the Consolidated Group on a consolidated basis on
the last day of such period to (b) the sum of (i) Consolidated EBITDA for such
period plus (ii) any payments made by the GCA Credit Parties during such period
under Synthetic Leases (including, without limitation, pursuant to the Operative
Agreements).

                                       12




         "Consolidated Net Income" shall mean, as of any date for the four
fiscal quarter period ending on such date with respect to the Consolidated Group
on a consolidated basis, net income (excluding extraordinary items) after
Consolidated Interest Expense, income taxes and depreciation and amortization,
all as determined in accordance with GAAP.

         "Consolidated Subsidiary" shall mean, as to any Person, any subsidiary
of such Person which under the rules of GAAP consistently applied should have
its financial results consolidated with those of such Person for purposes of
financial accounting statements.

         "Continuing Directors" shall mean during any period of up to 24
consecutive months commencing after the Closing Date, individuals who at the
beginning of such 24 month period were directors of the Parent (together with
any new director whose election by the Parent's board of directors or whose
nomination for election by the Parent's shareholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of such period or whose election or nomination for
election was previously so approved).

         "Contractor" shall mean each entity with whom the Lessee contracts to
construct any Improvements or any portion thereof on the Property.

         "Contractual Obligation" shall mean, as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Controlled Group" shall mean all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Lessee, are treated as a single employer
under Section 414 of the Code.

         "Credit Agreement" shall mean the Credit Agreement, dated on or about
the Initial Closing Date, among the Borrower, the Agent and the Lenders, as
specified therein.

         "Credit Agreement Default" shall mean any event or condition which,
with the lapse of time or the giving of notice, or both, would constitute a
Credit Agreement Event of Default.

         "Credit Agreement Event of Default" shall mean any event or condition
defined as an "Event of Default" in Section 6 of the Credit Agreement.

         "Credit Documents" shall mean the Participation Agreement, the Credit
Agreement, the Notes, the Security Documents and any other Operative Agreement
which relates to or governs the relationship among the Agent, the Lenders and/or
the Borrower.

         "Credit Parties" shall mean the Lessee, the Parent and each other
entity party to the Participation Agreement from time to time as a Guarantor,
including without limitation entities joined as Guarantors pursuant to Section
8A.10 of the Participation Agreement.

                                       13




         "Debt Issuance" shall mean the issuance of any Indebtedness for
borrowed money by any Credit Party or any of its GCA Subsidiaries (excluding,
for purposes hereof, any Equity Issuance or any Indebtedness of the Parent and
the GCA Subsidiaries permitted to be incurred pursuant to Section 8B.1 hereof).

         "Debt Rating" shall mean, as of any date of determination thereof and
with respect to any Person, the ratings most recently published by the Rating
Agencies relating to the unsecured, unsupported senior long-term debt
obligations of such Person.

         "Deed" shall mean a warranty deed regarding the Land and/or
Improvements in form and substance satisfactory to the Agent.

         "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

         "Defaulting Primary Financing Party" shall mean, at any time, any
Primary Financing Party that, at such time (a) has failed to make a Loan or
Lessor Advance required pursuant to the terms of the Operative Agreements, (b)
has failed to pay to the Agent or any Primary Financing Party an amount owed by
such Primary Financing Party pursuant to the terms of the Operative Agreements,
or (c) has been deemed insolvent or has become subject to a bankruptcy or
insolvency proceeding or to a receiver, trustee or similar official.

         "Deficiency Balance" shall have the meaning given in Section 22.1(b) of
the Lease Agreement.

         "Deposit Accounts" shall have the meaning given to such term in Section
1 of the Security Agreement.

         "Documents" shall have the meaning given to such term in Section 1 of
the Security Agreement.

         "Dollars" and "$" shall mean dollars in lawful currency of the United
States of America.

         "Domestic GCA Subsidiary" shall mean any GCA Subsidiary that is
organized and existing under the laws of the United States or any state or
commonwealth thereof or under the laws of the District of Columbia.

         "Election Date" shall have the meaning given to such term in Section
20.1 of the Lease.

         "Election Notice" shall have the meaning given to such term in Section
20.1 of the Lease.

         "Eligible Lessor" shall mean a Person with a minimum net worth of at
least $200,000,000.00 and a Debt Rating of a Rating Agency of "A" (or its
equivalent) or higher.

                                       14




         "Employee Benefit Plan" or "Plan" shall mean an employee benefit plan
(within the meaning of Section 3(3) of ERISA, including without limitation any
Multiemployer Plan), or any "plan" as defined in Section 4975(e)(1) of the Code
and as interpreted by the Internal Revenue Service and the Department of Labor
in rules, regulations, releases or bulletins in effect on any Closing Date.

         "Environmental Claims" shall mean any investigation, notice, violation,
demand, allegation, action, suit, injunction, judgment, order, consent decree,
penalty, fine, lien, proceeding, or claim (whether administrative, judicial, or
private in nature) arising (a) pursuant to, or in connection with, an actual or
alleged violation of, any Environmental Law, (b) in connection with any
Hazardous Substance, (c) from any abatement, removal, remedial, corrective, or
other response action in connection with a Hazardous Substance, Environmental
Law, or other order of a Tribunal or (d) from any actual or alleged damage,
injury, threat, or harm to health, safety, natural resources, or the
environment.

         "Environmental Laws" shall mean any Law, permit, consent, approval,
license, award, or other authorization or requirement of any Tribunal relating
to emissions, discharges, releases, threatened releases of any Hazardous
Substance into ambient air, surface water, ground water, publicly owned
treatment works, septic system, or land, or otherwise relating to the handling,
storage, treatment, generation, use, or disposal of Hazardous Substances,
pollution or to the protection of health or the environment, including without
limitation CERCLA, the Resource Conservation and Recovery Act, 42 U.S.C. Section
6901, et seq., and state statutes analogous thereto.

         "Environmental Violation" shall mean any activity, occurrence or
condition that violates or threatens (if the threat requires remediation under
any Environmental Law and is not remediated during any grace period allowed
under such Environmental Law) to violate or results in or threatens (if the
threat requires remediation under any Environmental Law and is not remediated
during any grace period allowed under such Environmental Law) to result in
noncompliance with any Environmental Law.

         "Equipment" shall mean equipment, apparatus, furnishings, fittings and
personal property of every kind and nature whatsoever purchased, leased or
otherwise acquired using the proceeds of the Loans or the Lessor Advances by the
Lessee or the Lessor and all improvements and modifications thereto and
replacements thereof, whether or not now owned or hereafter acquired or now or
subsequently attached to, contained in or used or usable in any way in
connection with any operation of any Improvements, including but without
limiting the generality of the foregoing, all equipment described in the
Appraisal including without limitation all heating, electrical, and mechanical
equipment, lighting, switchboards, plumbing, ventilation, air conditioning and
air-cooling apparatus, refrigerating, and incinerating equipment, escalators,
elevators, loading and unloading equipment and systems, cleaning systems
(including without limitation window cleaning apparatus), telephones,
communication systems (including without limitation telecommunications switches,
satellite dishes and antennae), televisions, computers, sprinkler systems and
other fire prevention and extinguishing apparatus and materials, security

                                       15




systems, motors, engines, machinery, pipes, pumps, tanks, conduits, appliances,
fittings and fixtures of every kind and description.

         "Equipment Schedule" shall mean (a) each Equipment Schedule attached to
the applicable Requisition and (b) each Equipment Schedule attached to the
applicable Lease Supplement.

         "Equity Issuance" shall mean any issuance by any Credit Party or any
GCA Subsidiary to any Person which is not a Credit Party of (a) shares of its
Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of
options or warrants or (c) any shares of its Capital Stock pursuant to the
conversion of any debt securities to equity. The term "Equity Issuance" shall
not include any equity issued in connection with the Acquisition, any Asset
Disposition or any Debt Issuance.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

         "ERISA Affiliate" shall mean each entity required to be aggregated with
any Credit Party pursuant to the requirements of Section 414(b) or (c) of the
Code.

         "Eurodollar Lessor Advance" shall mean a Lessor Advance bearing a
Lessor Yield based on the Eurodollar Rate.

         "Eurodollar Loans" shall mean Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

         "Eurodollar Rate" shall mean for the Interest Period for any applicable
Loan or Lessor Advance (including without limitation conversions, extensions and
renewals), a per annum interest rate (rounded upwards, if necessary, to the
nearest one hundredth (1/100th) of one percent (1%)) determined by the Agent
that is equal to a fraction (a) expressed as a percentage (rounded upwards, if
necessary, to the nearest one hundredth (1/100th) of one percent (1%)) (i) with
the numerator equal to a per annum interest rate determined by the Agent on the
basis of the offered rates for deposits in Dollars for a period of time
corresponding to such Interest Period (and commencing on the first day of such
Interest Period), reported on Telerate page 3750 as of 11:00 a.m. (London time)
two (2) Business Days before the first day of such Interest Period and (ii) the
denominator equal to 100% minus the Eurodollar Reserve Percentage. In the event
no such offered rates appear on Telerate page 3750 or such rate is otherwise not
available, the term "Eurodollar Rate" shall mean for the Interest Period for any
applicable Loan or Lessor Advance (including without limitation conversions,
extensions and renewals), a per annum interest rate equal to a fraction (b)
expressed as a percentage (rounded upwards, if necessary, to the nearest one
hundredth (1/100th) of one percent (1%)) (i) with the numerator equal to a per
annum interest rate determined by the Agent on the basis of the offered rates
for deposits in dollars for a period of time corresponding to such Interest
Period (and commencing on the first day of such Interest Period), which appear
on the Reuters Screen LIBO Page as of 11:00 a.m. (London time) two (2)

                                       16




Business Days before the first day of such Interest Period (provided that if
more than one rate is specified on the Reuters Screen LIBO Page, the rate in
respect of such Interest Period will be the arithmetic mean of such offered
rates (rounded upwards, if necessary, to the nearest one hundredth (1/100th) of
one percent (1%)) and (ii) the denominator equal to 100% minus the Eurodollar
Reserve Percentage. As used herein, "Reuters Screen LIBO Page" means the display
designated as page "LIBO" on the Reuters Monitor Money Rates Service (or such
other page as may replace the LIBO page on that service for the purpose of
displaying London interbank offered rates of major banks) ("RMMRS"). If, for any
reason, neither of such rates is available, then "Eurodollar Rate" shall mean
for the Interest Period for any applicable Loan or Lessor Advance (including
without limitation conversions, extensions and renewals), a per annum interest
rate equal to a fraction (c) expressed as a percentage (rounded upwards, if
necessary, to the nearest one hundredth (1/100th) of one percent (1%)) (i) with
the numerator equal to the average per annum rate of interest determined by the
office of the Agent (each such determination to be conclusive and binding) as of
two (2) Business Days prior to the first day of such Interest Period, as the
effective rate at which deposits in immediately available funds in Dollars are
being, have been, or would be offered or quoted by the Agent to major banks in
the applicable interbank market for Eurodollar deposits at any time during the
Business Day which is the second Business Day immediately preceding the first
day of such Interest Period, for a term comparable to such Interest Period and
in the amount of such Loan or Lessor Advance and (ii) the denominator equal to
100% minus the Eurodollar Reserve Percentage. If no such offers or quotes are
generally available for such amount, then the Agent shall be entitled to
determine the Eurodollar Rate from another recognized service or interbank
quotation, or by estimating in its reasonable judgment the per annum rate (as
described above) that would be applicable if such quote or offers were generally
available.

         "Eurodollar Reserve Percentage" shall mean for any day as applied to a
Eurodollar Loan or a Eurodollar Lessor Advance, the aggregate (without
duplication) of the maximum rates (expressed as a decimal) of reserve
requirements in effect on such day (including without limitation basic,
supplemental, marginal and emergency reserves under any regulations of the Board
or other Governmental Authority having jurisdiction with respect thereto)
dealing with reserve requirements prescribed on eurocurrency funding (currently
referred to as "Eurocurrency liabilities" in Regulation D) maintained by a
member bank of the Federal Reserve System.

         "Event of Default" shall mean a Lease Event of Default, a Guaranty
Event of Default or a Credit Agreement Event of Default.

         "Excepted Payments" shall mean:

                  (a)      all indemnity payments (including without limitation
         indemnity payments made pursuant to Section 11 of the Participation
         Agreement), whether made by adjustment to Basic Rent or otherwise, to
         which any Financing Party or any of its Affiliates, agents, officers,
         directors or employees is entitled;

                                       17




                  (b)      any amounts (other than Basic Rent or Termination
         Value) payable under any Operative Agreement to reimburse any Financing
         Party or any of its Affiliates (including without limitation the
         reasonable expenses of any Financing Party incurred in connection with
         any such payment) for performing or complying with any of the
         obligations of the Lessee under and as permitted by any Operative
         Agreement;

                  (c)      any amount payable to the Lessor or any other Primary
         Financing Party by a transferee permitted under the Operative
         Agreements of the Lessor or such other Primary Financing Party as the
         purchase price of the Lessor's interest in the Borrower's Interest
         (which amount shall not include any amounts necessary to pay the
         principal and interest on the Notes or any other amount payable to the
         Agent or the Primary Financing Parties) or such Primary Financing
         Party's interest in the transactions contemplated by the Operative
         Agreements (or a portion thereof);

                  (d)      any insurance proceeds (or payments with respect to
         risks self-insured or policy deductibles) under liability policies
         other than such proceeds or payments payable or any Financing Party;

                  (e)      any insurance proceeds under policies maintained by
         the Lessor or any other Financing Party pursuant to or in accordance
         with the terms of the Operative Agreements;

                  (f)      Transaction Expenses or other amounts, fees,
         disbursements or expenses paid or payable to or for the benefit of the
         Lessor or any other Financing Party;

                  (g)      any payments in respect of interest to the extent
         attributable to payments referred to in clauses (a) through (f) above;
         and

                  (h)      any rights of the Financing Parties to demand,
         collect, sue for or otherwise receive and enforce payment of any of the
         foregoing amounts, provided that such rights shall not include the
         right to terminate the Lease.

         "Excess Proceeds" shall mean the excess, if any, of the aggregate of
all awards, compensation or insurance proceeds payable in connection with a
Casualty or Condemnation over the Termination Value paid by the Lessee pursuant
to the Lease with respect to such Casualty or Condemnation.

         "Exculpated Persons" shall mean the Lessor (except with respect to the
representations and warranties and the other obligations of the Lessor pursuant
to the Operative Agreements expressly undertaken by it in its capacity as a
Primary Financing Party), its successors, assigns, trustees, officers,
directors, shareholders, partners, employees, agents and Affiliates.

         "Exempt Payments" shall have the meaning specified in Section 11.2(e)
of the Participation Agreement.

                                       18




         "Existing Agent" shall have the meaning specified in the recitals to
the Assignment and Recharacterization Agreement.

         "Existing Construction Agent" shall have the meaning specified in the
recitals to the Assignment and Recharacterization Agreement.

         "Existing Guarantor" shall have the meaning specified in the recitals
to the Assignment and Recharacterization Agreement.

         "Existing Guaranty" shall have the meaning provided for the term
"Guaranty" in Appendix A to the Existing Participation Agreement.

         "Existing Holder" shall have the meaning specified in the recitals to
the Assignment and Recharacterization Agreement.

         "Existing Holder Certificates" shall have the meaning specified in
Section 2 of the Participation Agreement.

         "Existing Lender" shall have the meaning specified in the recitals to
the Assignment and Recharacterization Agreement.

         "Existing Lessee" shall have the meaning specified in the recitals to
the Assignment and Recharacterization Agreement.

         "Existing Notes" shall have the meaning specified in Section 2 of the
Participation Agreement.

         "Existing Operative Agreements" shall mean the "Operative Agreements"
as such term is defined in the Existing Participation Agreement.

         "Existing Participation Agreement" shall have the meaning specified in
Section 2 of the Participation Agreement.

         "Existing Parties" shall mean collectively the Financing Parties, the
Lessee and the Guarantor, as each term is defined in Appendix A to the Existing
Participation Agreement.

         "Existing Security Documents" shall have the meaning provided for the
term "Security Documents" in Appendix A to the Existing Participation Agreement.

         "Existing Security Filings" shall mean collectively the "Lender
Financing Statements," the "Lessor Financing Statements" and the "Mortgage
Instruments" as such terms are defined in Appendix A to the Existing
Participation Agreement.

                                       19




         "Expiration Date" shall mean the last day of the Term; provided, in no
event shall the Expiration Date be later than the fifth anniversary of the
Initial Closing Date, unless a later date has been expressly agreed to in
writing by each of the Lessor, the Lessee, the Agent, and the other Primary
Financing Parties in accordance with the terms and conditions set forth in
Section 2.2 of the Lease.

         "Fair Market Sales Value" shall mean, with respect to any Property, the
amount, which in any event, shall not be less than zero (0), that would be paid
in cash in an arms-length transaction between an informed and willing purchaser
and an informed and willing seller, neither of whom is under any compulsion to
purchase or sell, respectively, such Property. Fair Market Sales Value of any
Property shall be determined based on the assumption that, except for purposes
of Section 17 of the Lease, such Property is in the condition and state of
repair required under Section 10.1 of the Lease and the Lessee is in compliance
with the other requirements of the Operative Agreements.

         "Federal Funds Effective Rate" shall have the meaning given to such
term in the definition of ABR.

         "Financial Statements" shall mean financial statements of the Parent
prepared on a consolidated and consolidating basis, in accordance with GAAP, and
containing a balance sheet, statement of income and retained earnings and a
statement of cash flows as at the close of the relevant period. Any Financial
Statements provided to the Financing Parties which are required to be audited
hereunder shall be accompanied by (i) any management letter prepared by such
accountants and (ii) a certificate of such accountants that, in the course of
their examination necessary for their certification of the foregoing, they have
obtained no knowledge of any Default or Event of Default or, if, in the opinion
of such accountants, any Default or Event of Default shall exist, stating the
nature and status thereof.

         "Financing" shall mean the financing extended pursuant to the Credit
Agreement and the amount of the Lessor Advances.

         "Financing Parties" shall mean the Lessor, the Agent and the Lenders
(each, a "Financing Party").

         "Fixtures" shall mean all fixtures relating to the Improvements,
including without limitation all components thereof, located in or on the
Improvements, together with all replacements, modifications, alterations and
additions thereto.

         "Foreign GCA Subsidiary" shall mean any GCA Subsidiary that is not a
Domestic GCA Subsidiary.

         "Foreign Target" shall have the meaning set forth in the definition of
Permitted Acquisition.

                                       20




"Form W-8BEN" shall have the meaning specified in Section 11.2(e) of the
Participation Agreement.

         "Form W-8ECI" shall have the meaning specified in Section 11.2(e) of
the Participation Agreement.

         "Funded Debt" shall mean, with respect to any Person, without
duplication, (i) all obligations of such Person for borrowed money, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (iii) all
obligations of such Person under conditional sale or other title retention
agreements relating to property purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary course of business), (iv) all obligations of such Person issued
or assumed as the deferred purchase price of property or services purchased by
such Person (other than (A) trade debt incurred in the ordinary course of
business and due within six months of the incurrence thereof and (B) obligations
under earnout agreements in existence as of the Closing Date) which would appear
as liabilities on a balance sheet of such Person, (v) the principal portion of
all obligations of such Person under Capital Leases, (vi) all Guaranty
Obligations of such Person with respect to Funded Debt of another Person, (vii)
the maximum available amount of all letters of credit or acceptances issued or
created for the account of such Person, (viii) all Funded Debt of another Person
secured by a GCA Lien on any property of such Person, whether or not such Funded
Debt has been assumed, provided that for purposes hereof the amount of such
Funded Debt shall be limited to the greater of (A) the amount of such Funded
Debt as to which there is recourse to such Person and (B) the fair market value
of the property which is subject to such GCA Lien, (ix) the outstanding
attributed principal amount under any securitization transaction, (x) the
principal balance outstanding under any Synthetic Lease to which such Person is
a party, and (xi) all preferred Capital Stock issued by such Person and which by
the terms thereof could be (at the request of the holders thereof or otherwise)
subject to mandatory sinking fund payments, redemption or other acceleration
prior to the date that is 6 months after the Maturity Date. The Funded Debt of
any Person shall include the Funded Debt of any partnership or joint venture in
which such Person is a general partner or joint venturer, but only to the extent
to which there is recourse to such Person for the payment of such Funded Debt.

         "GAAP" shall mean generally accepted accounting principles,
consistently applied, set forth in the opinions and pronouncements of the
accounting principles board of the American Institute of Certified Public
Accountants, and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession, that are
applicable to the circumstances as of the date of determination, subject,
however, in the case of determination of compliance with the financial covenants
set out in Section 8A.9 to the provisions of Section (n) in the rules of usage
in Appendix A to the Participation Agreement.

         "GCA Affiliate" shall mean as to any Person, any other Person
(excluding any GCA Subsidiary) which, directly or indirectly, is in control of,
is controlled by, or is under common control with, such Person. For purposes of
this definition, a Person shall be deemed to be

                                       21




"controlled by" a Person if such Person possesses, directly or indirectly, power
either (a) to vote ten percent (10%) or more of the securities having ordinary
voting power for the election of directors of such Person or (b) to direct or
cause the direction of the management and policies of such Person whether by
contract or otherwise.

         "GCA Agent" shall mean the administrative agent under the Guarantor
Credit Agreement.

         "GCA Credit Documents" shall mean the Guarantor Credit Agreement, each
of the Notes related thereto, any Joinder Agreement, the Letters of Credit, LOC
Documents, the Security Documents and all other agreements, documents,
certificates and instruments delivered to the Agent or any Lender by any Credit
Party in connection therewith (other than any agreement, document, certificate
or instrument related to a Hedging Agreement), as the capitalized terms used in
this definition (other than Guarantor Credit Agreement) are defined in the
Guarantor Credit Agreement.

         "GCA Credit Party" shall mean any of the borrowers or guarantors under
the Guarantor Credit Agreement.

         "GCA Credit Party Obligations" shall mean, without duplication, (i) all
         of the obligations of the GCA Credit Parties to the GCA Lenders and the
         GCA Agent, whenever arising, under the GCA Credit Documents (including,
         but not limited to, any interest accruing after the occurrence of a
         filing of a petition of bankruptcy under the Bankruptcy Code with
         respect to any GCA Credit Party, regardless of whether such interest is
         an allowed claim under the Bankruptcy Code) and (b) all liabilities and
         obligations, whenever arising, of the Parent or any of the GCA
         Subsidiaries to any GCA Lender, or any Affiliate of any GCA Lender,
         arising under any Hedging Agreement permitted pursuant to the
         applicable sections of the Guarantor Credit Agreement,

         "GCA Lender" shall mean the banks and financial institutions which,
from time to time, are party to the Guarantor Credit Agreement as lenders
thereunder.

         "GCA Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any
Capital Lease having substantially the same economic effect as any of the
foregoing).

         "GCA Material Adverse Effect" shall mean a GCA Material Adverse Effect
on (a) the business, operations, property, condition (financial or otherwise) or
prospects of any of the Parent and the GCA Subsidiaries taken as a whole, (b)
the ability of the Parent or any other GCA Credit Party to perform its
obligations, when such obligations are required to be performed, under this
Participation Agreement, any of the Notes, or any other Operative Agreement or
(c) the validity or enforceability of this Participation Agreement, any of the
Notes, the Lessor

                                       22




Advance or any of the other Operative Agreements or the rights or remedies of
the Agent or the Primary Financing Parties hereunder or thereunder.

         "GCA Permitted Liens" shall mean:

                  (i)      GCA Liens created by or otherwise existing, under or
         in connection with (A) the Participation Agreement or the other
         Operative Agreements in favor of the Primary Financing Parties or (B)
         the Guarantor Credit Agreement or the other GCA Credit Documents;

                  (ii)     GCA Liens in favor of a GCA Lender in connection with
         Hedging Agreements, but only (A) to the extent such GCA Liens secure
         obligations under Hedging Agreements with any GCA Lender, or any GCA
         Affiliate of any GCA Lender, (B) to the extent such GCA Liens are on
         the same collateral as to which the agent under the Guarantor Credit
         Agreement, on behalf of the GCA Lenders, also has a GCA Lien and (C) if
         such provider and the GCA Lenders shall share pari passu in the
         collateral subject to such GCA Liens;

                  (iii)    purchase money GCA Liens securing purchase money
         indebtedness (and refinancings thereof) to the extent permitted under
         Section 8B.1(c);

                  (iv)     GCA Liens for taxes, assessments, charges or other
         governmental levies not yet due or as to which the period of grace (not
         to exceed 60 days), if any, related thereto has not expired or which
         are being contested in good faith by appropriate proceedings, provided
         that adequate reserves with respect thereto are maintained on the books
         of the Parent or the GCA Subsidiaries, as the case may be, in
         conformity with GAAP (or, in the case of GCA Subsidiaries with
         significant operations outside of the United States of America,
         generally accepted accounting principles in effect from time to time in
         their respective jurisdictions of incorporation);

                  (v)      carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like GCA Liens arising in the ordinary course of
         business which are not overdue for a period of more than 60 days or
         which are being contested in good faith by appropriate proceedings;

                  (vi)     pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation and deposits securing liability to insurance carriers under
         insurance or self-insurance arrangements;

                  (vii)    deposits to secure the performance of bids, trade
         contracts, (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business;

                                       23




                  (viii)   GCA Liens on the real property and fixtures of the
         Parent located at or on Lots 19 and 20, Miracle Hills Park, Douglas
         County, Nebraska and all personal property located on or at such real
         property that is integral to the operation of such real property and
         fixtures.

                  (ix)     any extension, renewal or replacement (or successive
         extensions, renewals or replacements) , in whole or in part, of any GCA
         Lien referred to in the foregoing clauses; provided that such
         extension, renewal or replacement GCA Lien shall be limited to all or a
         part of the property which secured the GCA Lien so extended, renewed or
         replaced (plus improvements on such property);

                  (x)      GCA Liens existing on the Closing Date and set forth
         on Schedule 1 to the Participation Agreement; provided that (a) no such
         GCA Lien shall at any time be extended to cover GCA Property or assets
         other than the property or assets subject thereto on the Closing Date
         and (b) the principal amount of the Indebtedness secured by such GCA
         Liens shall not be extended, renewed, refunded or refinanced;

                  (xi)     GCA Liens arising in connection with Capital Leases
         to the extent permitted under Section 8B.1(c);

                  (xii)    other GCA Liens in addition to those permitted by the
         foregoing clauses securing Indebtedness not exceeding $500,000 on an
         individual basis and $5,000,000 in the aggregate; and

                  (xiii)   easements, rights-of-way, restrictions,
         encroachments, and other minor defects or irregularities in title to
         real property, in each case which do not and will not interfere in any
         material respect with the operation of such real property or the
         ordinary conduct of the business of the Parent or any of the GCA
         Subsidiaries.

         "GCA Properties" shall have the meaning set forth in Section 6.3(h).

         "GCA Subsidiary" shall mean, as to any Person, a corporation,
partnership, limited liability company or other entity of which shares of stock
or other ownership interests having ordinary voting power (other than stock or
such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the time owned,
or the management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person. Unless otherwise
qualified, all references to a "GCA Subsidiary" or to "GCA Subsidiaries" in this
Participation Agreement shall refer to a GCA Subsidiary or GCA Subsidiaries of
the Parent, excluding West Interactive Canada, Inc., West International
Corporation, West Telemarketing Insurance Agency, Inc., West Marketing Services
Corporation, Telecommunications Resources, Inc. and two subsidiaries of
Attention, LLC formed or organized for the purpose of purchasing third party
debt obligations.

                                       24




         "General Intangibles" shall have the meaning given to such term in
Section 1 of the Security Agreement.

         "Governmental Action" shall mean all permits, authorizations,
registrations, consents, approvals, waivers, exceptions, variances, orders,
judgments, written interpretations, decrees, licenses, exemptions, publications,
filings, notices to and declarations of or with, or required by, any
Governmental Authority, or required by any Legal Requirement, and shall include,
without limitation, all environmental and operating permits and licenses that
are required for the full use, occupancy, zoning and operating of any Property.

         "Governmental Authority" shall mean any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Ground Lease" shall mean a ground lease (in form and substance
reasonably satisfactory to the Agent) respecting any Property (a) owned by any
Credit Party (or a parent corporation or any Subsidiary of any Credit Party) and
leased to the Lessor where such lease has at least a ninety-nine (99) year term
and payments set at no more than $1.00 per year, or (b) where such lease is
subject to such other terms and conditions as are reasonably satisfactory to the
Agent.

         "Guaranteed Obligations" shall have the meaning given to such term in
Section 1 of the Guaranty.

         "Guarantor" shall mean individually, West Corporation, a Delaware
corporation or any of the entities which are party to the Participation
Agreement either as an original signatory or as a joinder party from time to
time as guarantors.

         "Guarantor Credit Agreement" shall mean that certain Credit Agreement
dated as of May 9, 2003 among West Corporation, as the borrower; certain
domestic subsidiaries of West Corporation party thereto from time to time as
guarantors; the lenders party thereto from time to time; Wachovia Bank, National
Association, as the administrative agent; and Wachovia Securities, Inc., as lead
arranger and sole book runner.

         "Guarantor Credit Agreement Event of Default" shall mean an Event of
Default as defined in Article VII of the Guarantor Credit Agreement.

         "Guaranty" shall mean the Guaranty dated on about the Initial Closing
Date provided by each of the Guarantors in favor of the Financing Parties.

         "Guaranty Event of Default" shall mean an "Event of Default", as such
term is used in the Guaranty.

         "Guaranty Obligations" shall mean, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable

                                       25



instruments for deposit or collection) guaranteeing or intended to guarantee any
Indebtedness of any other Person in any manner, whether direct or indirect, and
including without limitation any obligation, whether or not contingent, (i) to
purchase any such Indebtedness or any property constituting security therefor,
(ii) to advance or provide funds or other support for the payment or purchase of
any such Indebtedness or to maintain working capital, solvency or other balance
sheet condition of such other Person (including without limitation keep well
agreements, maintenance agreements, comfort letters or similar agreements or
arrangements) for the benefit of any holder of Indebtedness of such other
Person, (iii) to lease or purchase GCA Property, securities or services
primarily for the purpose of assuring the holder of such Indebtedness, or (iv)
to otherwise assure or hold harmless the holder of such Indebtedness against
loss in respect thereof. The amount of any Guaranty Obligation hereunder shall
(subject to any limitations set forth therein) be deemed to be an amount equal
to the outstanding principal amount (or maximum principal amount, if larger) of
the Indebtedness in respect of which such Guaranty Obligation is made.

         "Hard Costs" shall mean all costs and expenses payable for supplies,
materials, labor and profit with respect to the Improvements under any
construction contract.

         "Hazardous Substance" shall mean any of the following: (a) any
petroleum or petroleum product, explosives, radioactive materials, asbestos,
formaldehyde, polychlorinated biphenyls, lead and radon gas; (b) any substance,
material, product, derivative, compound or mixture, mineral, chemical, waste,
gas, medical waste, or pollutant, in each case whether naturally occurring,
man-made or the by-product of any process, that is toxic, harmful or hazardous
to the environment or human health or safety as determined in accordance with
any Environmental Law; or (c) any substance, material, product, derivative,
compound or mixture, mineral, chemical, waste, gas, medical waste or pollutant
that would support the assertion of any claim under any Environmental Law,
whether or not defined as hazardous as such under any Environmental Law.

         "Hedging Agreements" shall mean, with respect to any Person, any
agreement entered into to protect such Person against fluctuations in interest
rates, or currency or raw materials values, including, without limitation, any
interest rate swap, cap or collar agreement or similar arrangement between such
Person and one or more counterparties, any foreign currency exchange agreement,
currency protection agreements, commodity purchase or option agreements or other
interest or exchange rate or commodity price hedging agreements.

         "Impositions" shall mean any and all liabilities, expenses, costs and
charges of any kind whatsoever for fees, taxes, levies, imposts, duties,
charges, assessments or withholdings ("Taxes") including but not limited to (i)
real and personal property taxes, including without limitation personal property
taxes on any property covered by the Lease that is classified by Governmental
Authorities as personal property, and real estate or ad valorem taxes in the
nature of property taxes; (ii) sales taxes, use taxes and other similar taxes
(including rent taxes and intangibles taxes); (iii) excise taxes; (iv) real
estate transfer taxes, conveyance taxes, stamp taxes and documentary recording
taxes and fees; (v) taxes that are or are in the nature of franchise, income,
value added, privilege and doing business taxes, license and registration fees;

                                       26




(vi) assessments on any Property, including without limitation all assessments
for public Improvements or benefits, whether or not such improvements are
commenced or completed within the Term; and (vii) taxes, assessments or charges
asserted, imposed or assessed by the PBGC or any governmental authority
succeeding to or performing functions similar to, the PBGC; and in each case all
interest, additions to tax and penalties thereon, which at any time prior to,
during or with respect to the Term or in respect of any period for which the
Lessee shall be obligated to pay Supplemental Rent, may be levied, assessed or
imposed by any Governmental Authority upon or with respect to (a) any Property
or any part thereof or interest therein; (b) the leasing, financing,
refinancing, demolition, construction, substitution, subleasing, assignment,
control, condition, occupancy, servicing, maintenance, repair, ownership,
possession, activity conducted on, delivery, insuring, use, operation,
improvement, sale, transfer of title, return or other disposition of such
Property or any part thereof or interest therein; (c) the Notes, other
indebtedness with respect to any Property, or the Lessor Advances, or any part
thereof or interest therein; (d) the rentals, receipts or earnings arising from
any Property or any part thereof or interest therein; (e) the Operative
Agreements, the performance thereof, or any payment made or accrued pursuant
thereto; (f) the income or other proceeds received with respect to any Property
or any part thereof or interest therein upon the sale or disposition thereof;
(g) any contract relating to the construction, acquisition or delivery of the
Improvements or any part thereof or interest therein; (h) the issuance of the
Notes; (i) the Borrower or the Borrower's Interest; or (j) otherwise in
connection with the transactions contemplated by the Operative Agreements.

         "Improvements" shall mean, with respect to any Land, all buildings,
structures, Fixtures, and other improvements of every kind existing at any time
and from time to time on or under the Land purchased or otherwise acquired using
the proceeds of the Advances or which is subject to a Ground Lease, together
with any and all appurtenances to such buildings, structures or improvements,
including without limitation sidewalks, utility pipes, conduits and lines,
parking areas and roadways, and including without limitation all Modifications
and other additions to or changes in the Improvements at any time, including
without limitation (a) any Improvements existing as of the Property Closing Date
as such Improvements may be referenced on the applicable Requisition and (b) any
Improvements made subsequent to such Property Closing Date.

         "Indebtedness" shall mean, with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to GCA Property purchased by such Person (other than
customary reservations or retentions of title under agreements with suppliers
entered into in the ordinary course of business), (d) all obligations of such
Person issued or assumed as the deferred purchase price of GCA Property or
services purchased by such Person (other than trade debt incurred in the
ordinary course of business and due within six months of the incurrence thereof)
which would appear as liabilities on a balance sheet of such Person, (e) all
obligations of such Person under take-or-pay or similar arrangements or under
commodities agreements, (f) all Indebtedness of others secured by (or for which
the holder of

                                       27




such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any GCA Lien on, or payable out of the proceeds of production from, GCA
Property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, (g) all Guaranty Obligations of such Person
with respect to Indebtedness of another Person, (h) the principal portion of all
obligations of such Person under Capital Leases, (i) all obligations of such
Person under Hedging Agreements, (j) the maximum amount of all letters of credit
issued or bankers' acceptances facilities created for the account of such Person
and, without duplication, all drafts drawn thereunder (to the extent
unreimbursed), (k) all preferred Capital Stock issued by such Person and which
by the terms thereof could be (at the request of the holders thereof or
otherwise) subject to mandatory sinking fund payments, redemption or other
acceleration, (l) the principal balance outstanding under any Synthetic Lease,
and (m) the Indebtedness of any partnership or unincorporated joint venture in
which such Person is a general partner or a joint venturer.

         "Indemnified Person" shall mean the Agent, the Primary Financing
Parties and their respective successors, assigns, directors, trustees,
shareholders, partners, officers, employees, agents and Affiliates.

         "Indemnity Provider" shall mean the Lessee.

         "Initial Closing Date" shall mean May 9, 2003.

         "Insolvency" shall mean, with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of such term as used in
Section 4245 of ERISA.

         "Insolvent" shall mean being in a condition of Insolvency.

         "Instruments" shall have the meaning given to such term in Section 1 of
the Security Agreement.

         "Insurance Requirements" shall mean all terms and conditions of any
insurance policy either required by the Lease to be maintained by the Lessee and
all requirements of the issuer of any such policy and, regarding self insurance,
any other requirements of the Lessee.

         "Interest Determination Date" shall have the meaning assigned thereto
in the definition of "Applicable Percentage".

         "Interest Period" shall mean as to any Loan or Lessor Advance based on
the Eurodollar Rate (i) with respect to the initial Interest Period, the period
beginning on the Initial Closing Date and ending one (1) month, two (2) months,
three (3) months or to the extent available to the Lessor and all Lenders six
(6) months thereafter, as selected in accordance with the applicable provisions
of the Operative Agreements and (ii) thereafter, each period commencing on the
last day of the next preceding Interest Period applicable to such Eurodollar
Loan or Eurodollar Lessor Advance and ending one (1) month, two (2) months,
three (3) months or to the extent available to the Lessor and all Lenders six
(6) months thereafter, as selected; provided, however,

                                       28




that all of the foregoing provisions relating to Interest Periods are subject to
the following: (A) if any Interest Period would end on a day which is not a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day (except that where the next succeeding Business Day falls in the
next succeeding calendar month, then on the next preceding Business Day), (B) no
Interest Period shall extend beyond the Expiration Date, (C) where an Interest
Period begins on a day for which there is no numerically corresponding day in
the calendar month in which the Interest Period is to end, such Interest Period
shall end on the last Business Day of such calendar month and (D) there shall
not be more than four (4) Interest Periods outstanding at any one time.

         "Investment Company Act" shall mean the Investment Company Act of 1940,
as amended, together with the rules and regulations promulgated thereunder.

         "Investment Property" shall have the meaning given to such term in
Section 1 of the Security Agreement.

         "Joinder Agreement" shall mean a Joinder Agreement substantially in the
form of Exhibit G, executed and delivered by an Additional Credit Party in
accordance with the provisions of Section 8A.10 of the Participation Agreement.

         "Land" shall mean a parcel of real property described on (a) the
Requisition issued by the Lessee on the Property Closing Date relating to such
parcel and (b) the schedules to each applicable Lease Supplement executed and
delivered in accordance with the requirements of Section 2.4 of the Lease.

         "Law" shall mean any statute, law, ordinance, regulation, rule,
directive, order, writ, injunction or decree of any Tribunal.

         "Lease" or "Lease Agreement" shall mean the Amended and Restated Lease
Agreement dated on or about the Initial Closing Date, between the Lessor and the
Lessee, together with any Lease Supplements thereto.

         "Lease Default" shall mean any event or condition which, with the lapse
of time or the giving of notice, or both, would constitute a Lease Event of
Default.

         "Lease Event of Default" shall have the meaning specified in Section
17.1 of the Lease.

         "Lease Supplement" shall mean each Amended and Restated Lease
Supplement substantially in the form of Exhibit A to the Lease, together with
all attachments and schedules thereto.

         "Legal Requirements" shall mean all foreign, federal, state, county,
municipal and other governmental statutes, laws, rules, orders, regulations,
ordinances, judgments, decrees and injunctions affecting the Lessor, the Lessee,
the Agent, any Lender or any Property, Land,

                                       29




Improvement, Equipment or the taxation, demolition, construction, use or
alteration of such Property, Land, Improvements or Equipment, whether now or
hereafter enacted and in force, including without limitation any that require
repairs, modifications or alterations in or to any Property or in any way limit
the use and enjoyment thereof (including without limitation all building, zoning
and fire codes and the Americans with Disabilities Act of 1990, 42 U.S.C.
Section 12101 et. seq., and any other similar federal, state or local laws or
ordinances and the regulations promulgated thereunder) and any that may relate
to environmental requirements (including without limitation all Environmental
Laws), and all permits, certificates of occupancy, licenses, authorizations and
regulations relating thereto, and all covenants, agreements, restrictions and
encumbrances contained in any instruments which are either of record or known to
the Lessee affecting any Property or the Appurtenant Rights.

         "Lender Commitments" shall mean the Lender Commitment of each Lender as
set forth in Schedule 2.1 to the Credit Agreement as such Schedule 2.1 may be
amended and replaced from time to time.

         "Lender Financing Statements" shall mean UCC financing statements and
fixture filings appropriately completed and executed for filing in the
applicable jurisdiction in order to procure a security interest in favor of the
Agent in the Collateral subject to the Security Documents.

         "Lenders" shall mean Wachovia Capital Investments, Inc., and shall
include the other banks and financial institutions which may be from time to
time party to the Participation Agreement and the Credit Agreement.

         "Lessee" shall have the meaning set forth in the Lease.

         "Lessor" shall mean Wachovia Development Corporation, a North Carolina
corporation, as the lessor under the Lease.

         "Lessor Advance" shall mean any advance made by the Lessor pursuant to
the terms of the Participation Agreement.

         "Lessor Basic Rent" shall mean the scheduled Lessor Yield due on the
Lessor Advances on any Scheduled Interest Payment Date pursuant to the
Participation Agreement (but not including interest on overdue amounts under the
Participation Agreement or otherwise).

         "Lessor Commitments" shall mean the obligation of the Lessor to make
the Lessor Advance in an amount not to exceed $30,750,000.00.

         "Lessor Financing Statements" shall mean UCC financing statements and
fixture filings appropriately completed and executed for filing in the
applicable jurisdictions in order to protect the Lessor's interest under the
Lease to the extent the Lease is a security agreement or a mortgage.

                                       30




         "Lessor Lien" shall mean any Lien, true lease or sublease or
disposition of title arising as a result of (a) any claim against the Lessor not
resulting from the transactions contemplated by the Operative Agreements, (b)
any act or omission of the Lessor which is not required by the Operative
Agreements or is in violation of any of the terms of the Operative Agreements,
(c) any claim against the Lessor with respect to Taxes or Transaction Expenses
against which the Lessee is not required to indemnify the Lessor pursuant to
Section 11 of the Participation Agreement or (d) any claim against the Lessor
arising out of any transfer by the Lessor of all or any portion of the interest
of the Lessor in any Property, the Borrower's Interest or the Operative
Agreements other than the transfer of title to or possession of any Property by
the Lessor pursuant to and in accordance with the Lease, the Credit Agreement,
the Security Agreement or the Participation Agreement or pursuant to the
exercise of the remedies set forth in Article XVII of the Lease.

         "Lessor Overdue Rate" shall mean the lesser of (a) the then-current
rate of Lessor Yield plus four percent (4%) and (b) the highest rate permitted
by applicable Law.

         "Lessor Property Cost" shall mean, with respect to each Property at any
date of determination, an amount equal to (a) the aggregate principal amount of
all Lessor Advances made on or prior to such date with respect to such Property
minus (b) the aggregate amount of prepayments or repayments as the case may be
of the Lessor Advances allocated to reduce the Lessor Property Cost of such
Property pursuant to Section 5B.4(c) of the Participation Agreement.

         "Lessor Yield" shall mean with respect to the Lessor Advance from time
to time either the Eurodollar Rate plus the Applicable Percentage or the ABR
plus the Applicable Percentage, as elected by the Lessor (subject to Section 9
of the Participation Agreement); provided, however, (a) in the event the Agent
is unable to determine the Eurodollar Rate as provided in Section 5B.6(c) of the
Participation Agreement, the outstanding Lessor Advance shall bear a yield at
the ABR plus the Applicable Percentage applicable from time to time from and
after the dates and during the periods specified in Section 5B.6(c) of the
Participation Agreement, and (b) upon the delivery by Lessor of the notice
described in Section 11.3(e) of the Participation Agreement, the Lessor Advance
shall bear a yield at the ABR plus the Applicable Percentage applicable from
time to time after the dates and during the periods specified in Section 11.3(e)
of the Participation Agreement.

         "Letter-of-Credit Rights" shall have the meaning given to such term in
Section 1 of the Security Agreement.

         "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien, option or charge of any kind.

         "Limited Recourse Amount" shall mean with respect to all the Properties
on an aggregate basis, an amount equal to the sum of the Termination Values with
respect to all the Properties on an aggregate basis on each Payment Date, less
the Maximum Residual Guarantee Amount as of such date with respect to all the
Properties on an aggregate basis.

                                       31




         "Limited Recourse Event of Default" shall have the meaning given to
such term in Section 17.12 of the Lease.

         "Loan Basic Rent" shall mean the scheduled interest due on the Loans on
any Scheduled Interest Payment Date pursuant to the Credit Agreement (but not
including interest on any overdue amounts under Section 2.8(b) of the Credit
Agreement or otherwise).

         "Loan Property Cost" shall mean, with respect to each Property at any
date of determination, an amount equal to (a) the aggregate principal amount of
all Loans made on or prior to such date with respect to such Property minus (b)
the aggregate amount of prepayments or repayments as the case may be of the
Loans allocated to reduce the Loan Property Cost of such Property pursuant to
Section 2.6(c) of the Credit Agreement.

         "Loans" shall mean the loans extended pursuant to the Credit Agreement.

         "Majority Lenders" shall mean at any time, Lenders whose Loans
outstanding represent at least fifty-one percent (51%) of (a) the aggregate
Loans outstanding or (b) to the extent there are no Loans outstanding, the
aggregate of the Lender Commitments.

         "Majority Secured Parties" shall mean at any time, Lenders and the
Lessor whose Loans and Lessor Advances outstanding represent at least fifty-one
percent (51%) of (a) the aggregate Advances outstanding or (b) to the extent
there are no Advances outstanding, the sum of the aggregate Lessor Commitments
plus the aggregate Lender Commitments.

         "Marketing Period" shall mean, if the Lessee has given a Sale Notice in
accordance with Section 20.1 of the Lease, the period commencing on the date
such Sale Notice is given and ending on the Expiration Date.

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the business, operations, property, condition (financial or otherwise), or
prospects of the Parent and the other Credit Parties taken as a whole, (b) the
ability of the Parent or any Credit Party to perform its obligations, when such
obligations are required to be performed, under the Participation Agreement, the
Notes or any other Operative Agreement, (c) the validity or enforceability of
the Participation Agreement, the Notes or any other Operative Agreement or the
rights or remedies of the Agent, the Lenders or the Lessor thereunder, (d) the
validity, priority or enforceability of any Lien on any Property created by any
of the Operative Agreements, or (e) the value, utility or useful life of any
Property or the use, or ability of the Lessee to use, any Property for the
purpose for which it was intended.

         "Material Agreements" shall mean contracts, notes, securities,
instruments and other agreements to which any Credit Party or any of their
Subsidiaries is a party or by which it is bound which, if violated or breached,
could have a Material Adverse Effect.

                                       32




         "Material Law" shall mean any law whose violation by any Credit Party
or any of their respective Subsidiaries could result in a Material Adverse
Effect.

         "Material License" shall mean (i) all licenses, franchises, permits and
consents from Governmental Authorities and other Persons and all registrations
and filings with Governmental Authorities and other Persons which if not
obtained, held or made by the Credit Parties and their respective Subsidiaries
could have a Material Adverse Effect and (ii) all licenses, franchises, permits
and consents from Governmental Authorities or other Persons and all
registrations and filings with Governmental Authorities and other Persons that
are required in connection with the execution, delivery or performance by the
Credit Parties and their respective Subsidiaries, or the validity or
enforceability against the Credit Parties, of this Agreement and the other
Operative Agreements to which any Credit Party is a party.

         "Material Proceedings" shall mean any litigation, investigation or
other proceeding by or before any Governmental Authority (i) which involves any
of the Operative Agreements or any of the transactions contemplated thereby, or
involves any Credit Party or any of their respective Subsidiaries as a party or
the property of any Credit Party or any of their respective Subsidiaries, and
could reasonably be expected to have a Material Adverse Effect if adversely
determined, (ii) in which there has been issued an injunction, writ, temporary
restraining order or any other order of any nature which purports to restrain or
enjoin the making of any requested Advance, the consummation of any other
transaction contemplated by the Operative Agreements, or the enforceability of
any provision of any of the Operative Agreements, (iii) which involves the
actual or alleged breach or violation by any Credit Party or any of their
respective Subsidiaries of, or default by any Credit Party or any of their
respective Subsidiaries under, any Material Agreement or (iv) which involves the
actual or alleged violation by any Credit Party or any of their respective
Subsidiaries of any Material Law.

         "Materials of Environmental Concern" shall mean any gasoline or
petroleum (including crude oil or any fraction thereof) or petroleum products or
any hazardous or toxic substances, materials or wastes, defined or regulated as
such in or under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

         "Maturity Date" shall mean the Expiration Date.

         "Maximum Residual Guarantee Amount" shall mean an amount equal to the
product of the aggregate Property Cost for all of the Properties times
eighty-eight percent (88%).

         "Modifications" shall have the meaning specified in Section 11.1(a) of
the Lease.

         "Moody's" shall mean Moody's Investors Service, Inc.

         "Mortgage Instrument" shall mean any mortgage, deed of trust or any
other instrument executed by the Lessor and the Lessee (or regarding any
Property subject to a Ground Lease, the applicable Affiliate of the Lessee) in
favor of the Agent (for the benefit of the Secured Parties)

                                       33




and evidencing a Lien on the Property, in form and substance reasonably
acceptable to the Agent.

         "Mortgage Obligations" shall mean any obligations owing to the Lessor
pursuant to the Operative Agreements.

         "Multiemployer Plan" shall mean any plan described in Section
4001(a)(3) of ERISA to which contributions are or have been made or required by
any Credit Party or any of its Subsidiaries or ERISA Affiliates.

         "Multiple Employer Plan" shall mean a plan to which any Credit Party or
any ERISA Affiliate and at least one (1) other employer other than an ERISA
Affiliate is making or accruing an obligation to make, or has made or accrued an
obligation to make, contributions.

         "Net Cash Proceeds" shall mean the aggregate cash proceeds received by
any GCA Credit Party or any GCA Subsidiary in respect of any Asset Disposition,
Equity Issuance or Debt Issuance, net of (a) direct costs (including, without
limitation, legal, accounting and investment banking fees, and sales
commissions) and (b) taxes paid or payable as a result thereof; it being
understood that "Net Cash Proceeds" shall include, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration
received by any GCA Credit Party or any GCA Subsidiary in any Asset Disposition,
Equity Issuance or Debt Issuance.

         "New Facility" shall have the meaning given to such term in Section 3A
of the Guaranty.

         "Non-Integral Equipment" shall mean Equipment which (a) is personal
property that is readily removable without causing material damage to the
applicable Property and (b) is not integral or necessary, respecting the
applicable Property, for compliance with Section 8.3 of the Lease or otherwise
to the structure thereof, the mechanical operation thereof, the electrical
systems thereof or otherwise with respect to any aspect of the physical plant
thereof.

         "Notes" shall mean those notes issued to the Lenders pursuant to the
Credit Agreement.

         "Obligations" shall have the meaning given to such term in Section 1 of
the Security Agreement.

         "Officer's Certificate" with respect to any person shall mean a
certificate executed on behalf of such person by a Responsible Officer who has
made or caused to be made such examination or investigation as is necessary to
enable such Responsible Officer to express an informed opinion with respect to
the subject matter of such Officer's Certificate.

         "Operative Agreements" shall mean the following: the Participation
Agreement, the Guaranty, the Credit Agreement, the Notes, the Lease, the Lease
Supplements (and memoranda of the Lease and each Lease Supplement in a form
reasonably acceptable to the Agent), the Security Agreement, the Mortgage
Instruments, the other Security Documents, the Ground

                                       34




Leases, the Deeds and the Bills of Sale, the Assignment and Recharacterization
Agreement and any and all other agreements, documents and instruments executed
in connection with any of the foregoing.

         "Original Executed Counterpart" shall have the meaning given to such
term in Section 5 of Exhibit A to the Lease.

         "Overdue Interest" shall mean any interest payable pursuant to Section
2.8(b) of the Credit Agreement.

         "Overdue Rate" shall mean (a) with respect to the Loan Basic Rent, and
any other amount owed under or with respect to the Credit Agreement or the
Security Documents, the rate specified in Section 2.8(b) of the Credit
Agreement, (b) with respect to the Lessor Basic Rent, the Lessor Yield and any
other amount owing to the Lessor pursuant to the Operative Agreements, the
Lessor Overdue Rate, and (c) with respect to any other amount, the amount
referred to in clause (y) of Section 2.8(b) of the Credit Agreement.

         "Owner Trustee" shall mean Wells Fargo Bank Northwest, National
Association (as successor to First Security Bank, National Association), not
individually, except as expressly stated in the Existing Operative Agreements,
but solely in its capacity as the owner trustee of the Trust, and any successor,
replacement or additional Owner Trustee expressly permitted under the Existing
Operative Agreement or this Agreement.

         "Parent" shall mean West Corporation, a Delaware corporation.

         "Participant" shall have the meaning given to such term in Section 9.7
of the Credit Agreement.

         "Participation Agreement" shall mean the Participation Agreement dated
on or about the Initial Closing Date, among the Lessee, the Lessor, the Lenders
and the Agent.

         "Payment Date" shall mean any Scheduled Interest Payment Date and any
date on which interest or Lessor Yield in connection with a prepayment of
principal on the Loans or of the Lessor Advances is due under the Credit
Agreement or the Participation Agreement.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation created by
Section 4002(a) of ERISA or any successor thereto.

         "Pension Plan" shall mean a "pension plan", as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
Multiemployer Plan), and to which any Credit Party or any ERISA Affiliate may
have any liability, including without limitation any liability by reason of
having been a substantial employer within the meaning of Section 4063 of ERISA
at any time during the preceding five (5) years, or by reason of being deemed to
be a contributing sponsor under Section 4069 of ERISA.

                                       35



         "Permitted Acquisition" shall mean an acquisition or any series of
related acquisitions by a GCA Credit Party of the assets or all of the Capital
Stock of a Person or any division, line of business or other business unit of a
Person (such Person or such division, line of business or other business unit of
such Person referred to herein as the "Target"), in each case that is in the
same line of business (or assets used in the same line of business) as the GCA
Credit Parties and their GCA Subsidiaries or whereby a substantial portion of
the acquired business relies upon automated transactions, telephone
representatives or telephony technology, so long as (a) no Default or Event of
Default shall then exist or would exist after giving effect thereto; (b) the GCA
Credit Parties shall demonstrate to the reasonable satisfaction of the Agent
that the GCA Credit Parties will be in compliance on a pro forma basis with all
of the terms and provisions of the financial covenants set forth in Section
8A.9; (c) the agent under the Guarantor Credit Agreement, on behalf of the GCA
Lenders, shall have received (or shall receive in connection with the closing of
such acquisition) a first priority perfected security interest in all of the
Capital Stock acquired with respect to the Target and the Target, if a Person,
shall have executed a Joinder Agreement in accordance with the terms of the
applicable section of the Guarantor Credit Agreement; (d) such acquisition is
not a "hostile" public company acquisition and has been approved by the Board of
Directors and/or shareholders of the applicable GCA Credit Party and the public
company Target; (e) after giving effect to such acquisition, the sum of (1) the
unused availability under the Aggregate Revolving Committed Amount plus (2) the
Cash and Cash Equivalents held by the GCA Credit Parties is greater than or
equal to $25,000,000; and (f) with respect to any acquisition where the total
consideration shall be greater than $20,000,000, the Parent shall have delivered
to the Agent and each of the Primary Financing Parties not less than twenty (20)
Business Days prior to the consummation of such acquisition (i) a reasonably
detailed description of the material terms of such acquisition (including,
without limitation, the purchase price and method and structure of payment) and
of each Target, (ii) audited financial statements of the Target for its two (2)
most recent fiscal years prepared by independent certified public accountants
acceptable to the Agent and unaudited fiscal year-to-date statements for the
most recent interim periods, (iii) consolidated projected income statements of
the Parent and its consolidated subsidiaries (giving effect to such Permitted
Acquisition and the consolidation with the Parent of each relevant Target) for
the three (3) year period following the consummation of such Permitted
Acquisition, in reasonable detail, together with any appropriate statement of
assumptions, and (iv) a certificate, in form and substance reasonably
satisfactory to the Agent, executed by a Responsible Officer of the Parent (A)
certifying that such Permitted Acquisition complies with the requirements of
this Participation Agreement and (B) demonstrating compliance with subsections
(b), and (e) of this definition; provided, however, that an acquisition of a
Target that is not incorporated, formed or organized in the United States (a
"Foreign Target") shall only qualify as a Permitted Acquisition if each of the
other requirements set forth in this definition shall have been satisfied and
the total consideration for all such Foreign Targets does not exceed $50,000,000
in the aggregate during the term of this Participation Agreement.

         "Permitted Facility" shall mean the leasehold estate known as Lot 1, in
the Miracle Hills Subdivision in Douglas County, Nebraska and the fee simple
estate known as Building 7000, at 10931 Laureate Drive in Bexar County, Texas.

                                       36




         "Permitted Investments" shall mean:

                  (i) cash and Cash Equivalents;

                  (ii) receivables owing to the Parent or any of the GCA
         Subsidiaries or any receivables and advances to suppliers, in each case
         if created, acquired or made in the ordinary course of business and
         payable or dischargeable in accordance with customary trade terms;

                  (iii) investments in and loans to any GCA Credit Parties;

                  (iv) investments in and loans to domestic subsidiaries of the
         Parent that are not guarantors under the Guarantor Credit Agreement
         solely for the purpose of purchasing third party debt obligations;
         provided, that, the aggregate amount of investments and loans made
         pursuant to this clause (iv), together with the aggregate amount of
         Indebtedness incurred pursuant to Section 8B.1(d)(iii) shall not exceed
         $25,000,000 at any time outstanding;

                  (v) investments in and loans to subsidiaries of the Parent
         that are not guarantors under the Guarantor Credit Agreement (other
         than investments and loans pursuant to clause (iv) above); provided,
         that the aggregate amount of such investments and loans, together with
         the aggregate amount of Indebtedness incurred pursuant to Section
         8B.1(d)(iv) shall not exceed $5,000,000 at any time outstanding;

                  (vi) investments (including debt obligations) received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (vii) investments, acquisitions or transactions permitted
         under Section 8B.4(b);

                  (viii) the Parent may enter into Hedging Agreements to the
         extent permitted pursuant to Section 8B.1; and

                  (ix) Permitted Acquisitions.

         As used herein, "investment" shall mean all investments, in cash or by
delivery of property made, directly or indirectly in, to or from any Person,
whether by acquisition of shares of Capital Stock, property, assets,
indebtedness or other obligations or securities or by loan advance, capital
contribution or otherwise.

                                       37




         "Permitted Liens" shall mean:

                  (a)      as of the Property Closing Date for a Property, Liens
         that are expressly set forth as title exceptions on the title
         commitment issued under Section 5.3(g) of the Participation Agreement
         with request to the applicable Property and

                  (b)      after the Property Closing Date for a Property,

                           (i)      Liens that are expressly set forth as title
                  exceptions on the title commitment issued under Section 5.3(g)
                  of the Participation Agreement with request to the applicable
                  Property;

                           (ii)     the respective rights and interests of the
                  parties to the Operative Agreements as provided in the
                  Operative Agreements;

                           (iii)    the rights of any sublessee or assignee
                  under a sublease or an assignment expressly permitted by the
                  terms of the Lease for no longer than the duration of the
                  Lease;

                           (iv)     Liens for Taxes that either are not yet due
                  or are being contested in accordance with the provisions of
                  Section 13.1 of the Lease;

                           (v)      Liens arising by operation of law,
                  materialmen's, mechanics', workmen's, repairmen's, employees',
                  carriers', warehousemen's and other like Liens relating to the
                  construction of the Improvements or in connection with any
                  Modifications or arising in the ordinary course of business
                  for amounts that either are not more than thirty (30) days
                  past due or are being diligently contested in good faith by
                  appropriate proceedings, so long as such proceedings satisfy
                  the conditions for the continuation of proceedings to contest
                  Taxes set forth in Section 13.1 of the Lease;

                           (vi)     Liens of any of the types referred to in
                  clause (d) above that have been bonded for not less than the
                  full amount in dispute (or as to which other security
                  arrangements satisfactory to the Lessor and the Agent have
                  been made), which bonding (or arrangements) shall comply with
                  applicable Legal Requirements, and shall have effectively
                  stayed any execution or enforcement of such Liens;

                           (vii)    Liens arising out of judgments or awards
                  with respect to which appeals or other proceedings for review
                  are being prosecuted in good faith and for the payment of
                  which adequate reserves have been provided as required by GAAP
                  or other appropriate provisions have been made, so long as
                  such proceedings have the effect of staying the execution of
                  such judgments or awards and satisfy the

                                       38




         conditions for the continuation of proceedings to contest Taxes set
         forth in Section 13.1 of the Lease;

                  (viii)   Liens in favor of municipalities to the extent agreed
         to by the Lessor; and

                  (ix)     Lessor Liens.

         "Person" shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization, governmental authority or any other entity.

         "Plan" shall mean, at any particular time, any employee benefit plan
which is covered by Title IV of ERISA and in respect of which the Parent or a
Commonly Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

         "Pledge Agreement" shall mean the Pledge Agreement dated as of the
Closing Date to be executed in favor of the agent under the Guarantor Credit
Agreement by the Parent and each of the other GCA Credit Parties, as amended,
modified, restated or supplemented from time to time.

         "Primary Financing Parties" shall mean the Lessor, the Lenders and any
other banks, financial institutions or other institutional investors which may
be from time to time Lenders.

         "Prime Lending Rate" shall have the meaning given to such term in the
definition of ABR.

         "Proceeds" shall have the meaning given to such term in Section 1 of
the Security Agreement.

         "Property" shall mean, with respect to each Permitted Facility that is
acquired pursuant to the terms of the Operative Agreements, the Land and each
item of Equipment and the various Improvements, in each case located on such
Land, including without limitation each Property subject to a Ground Lease and
each Property for which the Term has commenced.

         "Property Acquisition Cost" shall mean the cost to the Lessor to
purchase a Property or to acquire, through an assignment of the Existing Notes
and the Existing Holder Certificates, title to or a ground lease interest in a
Property, in either case, on a Property Closing Date.

         "Property Closing Date" shall mean the Initial Closing Date.

         "Property Cost" shall mean, with respect to any Property at any date of
determination, an amount equal to the aggregate sum of the Lessor Property Costs
plus the Loan Property Cost for such Property.

                                       39




         "Purchase Option" shall have the meaning given to such term in Section
20.1 of the Lease.

         "Purchasing Lender" shall have the meaning given to such term in
Section 9.8(a) of the Credit Agreement.

         "Rating Agencies" shall mean Moody's, S&P and Fitch Investors Service,
L.P. or, in each case, any successor nationally recognized statistical rating
organization.

         "Recovery Event" shall mean the receipt by the Parent or any of the GCA
Subsidiaries of any cash insurance proceeds or condemnation award payable by
reason of theft, loss, physical destruction or damage, taking or similar event
with respect to any of their respective GCA Property or assets.

         "Register" shall have the meaning given to such term in Section 9.9(a)
of the Credit Agreement.

         "Regulation D" shall mean Regulation D of the Board, as the same may be
modified and supplemented and in effect from time to time.

         "Regulation T" shall mean Regulation T of the Board, as the same may be
modified and supplemented and in effect from time to time.

         "Regulation U" shall mean Regulation U of the Board, as the same may be
modified and supplemented and in effect from time to time.

         "Regulation X" shall mean Regulation X of the Board, as the same may be
modified and supplemented and in effect from time to time.

         "Release" shall mean any release, pumping, pouring, emptying,
injecting, escaping, leaching, dumping, seepage, spill, leak, flow, discharge,
disposal or emission of a Hazardous Substance.

         "Reorganization" shall mean, with respect to any Multiemployer Plan,
the condition that such Plan is in reorganization within the meaning of such
term as used in Section 4241 of ERISA.

         "Renewal Term" shall mean each renewal term of the Lease effectuated in
accordance with Section 2.2 of the Lease.

         "Rent" shall mean, collectively, the Basic Rent and the Supplemental
Rent, in each case payable under the Lease.

                                       40




         "Reportable Event" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty-day notice
period is waived under PBGC Reg. Section 4043.

         "Requested Funds" shall mean any funds requested by the Lessee in
accordance with Section 5 of the Participation Agreement.

         "Requirement of Law" shall mean, as to any Person, the Certificate of
Incorporation and By-laws or other organizational or governing documents of such
Person, and each law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

         "Requisition" shall have the meaning specified in Section 4.2 of the
Participation Agreement.

         "Responsible Officer" shall mean the Chairman or Vice Chairman of the
Board of Directors, the Chief Executive Officer, the President, any Senior Vice
President or Executive Vice President, any Vice President, the Secretary, any
Assistant Secretary, the Treasurer, or any Assistant Treasurer.

         "Restricted Payment" shall mean (a) any dividend or other distribution,
direct or indirect, on account of any shares of any class of Capital Stock of
the Parent or any of its subsidiaries, now or hereafter outstanding, (b) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital
Stock of the Parent or any of its subsidiaries, now or hereafter outstanding,
(c) any payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire shares of any class of Capital
Stock of the Parent or any of its subsidiaries, now or hereafter outstanding, or
(d) any payment or prepayment of principal of, premium, if any, or interest on,
redemption, purchase, retirement, defeasance, sinking fund or similar payment
with respect to, any Subordinated Debt.

         "Reuters Screen LIBO Page" shall have the meaning given to such term in
the definition of Eurodollar Rate.

         "RMMRS" shall have the meaning given to such term in the definition of
Eurodollar Rate.

         "S&P" shall mean Standard and Poor's Rating Group, a division of The
McGraw-Hill Companies, Inc.

         "Sale Date" shall have the meaning given to such term in Section
20.3(a) of the Lease.

                                       41




         "Sale Notice" shall mean a notice given to the Lessor in connection
with the election by the Lessee of its Sale Option.

         "Sale Option" shall have the meaning given to such term in Section 20.1
of the Lease.

         "Sale Proceeds Shortfall" shall mean the amount by which the proceeds
of a sale described in Section 22.1 of the Lease are less than the Limited
Recourse Amount with respect to the Properties if it has been determined that
the Fair Market Sales Value of the Properties at the expiration of the term of
the Lease has been impaired by greater than ordinary wear and tear during the
Term of the Lease.

         "Scheduled Funded Debt Payments" shall mean, as of any date of
determination for the Parent and the GCA Subsidiaries, the sum of all scheduled
payments of principal on Funded Debt for the applied period ending on the date
of determination (including the principal component of payments due on Capital
Leases during the applicable period ending on the date of determination).

         "Scheduled Interest Payment Date" shall mean (a) as to any Eurodollar
Loan or Eurodollar Lessor Advance, the last day of the Interest Period
applicable to such Eurodollar Loan or Eurodollar Lessor Advance, (b) as to any
ABR Loan or any ABR Lessor Advance, the fifteenth day of each month, unless such
day is not a Business Day and in such case on the next occurring Business Day
and (c) as to all Loans and Lessor Advances, the date of any voluntary or
involuntary payment, prepayment, return or redemption, and the Maturity Date or
the Expiration Date, as the case may be.

         "Secured Parties" shall have the meaning given to such term in the
Security Agreement.

         "Secured Party Financing Statements" shall mean UCC financing
statements and fixture filings appropriately completed and executed for filing
in the applicable jurisdiction in order to procure a security interest in favor
of the Agent in the Collateral subject to the Security Documents.

         "Securities Act" shall mean the Securities Act of 1933, as amended,
together with the rules and regulations promulgated thereunder.

         "Security Agreement" shall mean the Security Agreement dated on or
about the Initial Closing Date between the Borrower and the Agent, for the
benefit of the Secured Parties, and accepted and agreed to by the Lessee.

         "Security Documents" shall mean the collective reference to the
Security Agreement, the Mortgage Instruments, (to the extent the Lease is
construed as a security instrument) the Lease, the UCC Financing Statements and
all other security documents hereafter delivered to the Agent granting a Lien on
any asset or assets of any Person to secure the obligations and liabilities of
the Lessor under the Credit Agreement and/or under any of the other Credit
Documents or to secure any guarantee of any such obligations and liabilities.

                                       42




         "Single Employer Plan" shall mean any Plan which is not a Multiemployer
Plan.

         "Soft Costs" shall mean all costs which are ordinarily and reasonably
incurred in relation to the acquisition of the Properties other than Hard Costs,
including without limitation structuring fees, administrative fees, upfront
fees, legal fees, upfront fees, fees and expenses related to appraisals, title
examinations, title insurance, document recordation, surveys, environmental site
assessments, geotechnical soil investigations and similar costs and professional
fees customarily associated with a real estate closing, fees and expenses of the
Lessor payable or reimbursable under the Operative Agreements and costs and
expenses incurred pursuant to Sections 7.3(a) and 7.3(b) of the Participation
Agreement.

         "Specified Sales" shall mean (a) the sale, transfer, lease or other
disposition of inventory and materials in the ordinary course of business and
(b) the sale, transfer or other disposition of Permitted Investments described
in clause (i) of the definition thereof.

         "Subordinated Debt" shall mean any Indebtedness incurred by any Credit
Party which by its terms is specifically subordinated in right of payment to the
prior payment of the Credit Party obligations under the Operative Agreements,
including without limitation, the Guaranteed Obligations, on terms satisfactory
to the Majority Secured Parties.

         "subsidiary" shall mean, as to any Credit Party, any corporation,
partnership, limited liability company or other entity which under the rules of
GAAP consistently applied should have its financial results consolidated with
those of such Credit Party for purposes of financial accounting statements.

         "Subsidiary" shall mean, as to any Person, any corporation of which at
least a majority of the outstanding stock having by the terms thereof ordinary
voting power to elect a majority of the board of directors of such corporation
(irrespective of whether or not at the time stock of any other class or classes
of such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person, or by one (1)
or more Subsidiaries, or by such Person and one (1) or more Subsidiaries.

         "Supplemental Amounts" shall have the meaning given to such term in
Section 9.18 of the Credit Agreement.

         "Supplemental Rent" shall mean all amounts, liabilities and obligations
(other than Basic Rent) which the Lessee assumes or agrees to pay to the Lessor,
the Agent, the Lenders or any other Person under the Lease or under any of the
other Operative Agreements including without limitation payments of the
Termination Value and the Maximum Residual Guarantee Amount and all
indemnification amounts, liabilities and obligations.

         "Synthetic Lease" shall mean any synthetic lease, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing
product where such product is

                                       43



considered borrowed money indebtedness for tax purposes but is classified as an
operating lease in accordance with GAAP.

         "Target" shall have the meaning set forth in the definition of
"Permitted Acquisitions."

         "Taxes" shall have the meaning specified in the definition of
"Impositions."

         "Term" shall have the meaning specified in Section 2.2 of the Lease.

         "Termination Date" shall have the meaning specified in Section 16.2(a)
of the Lease.

         "Termination Event" shall mean (a) with respect to any Pension Plan,
the occurrence of a Reportable Event or an event described in Section 4062(e) of
ERISA, (b) the withdrawal of any Credit Party or any ERISA Affiliate from a
Multiple Employer Plan during a plan year in which it was a substantial employer
(as such term is defined in Section 4001(a)(2) of ERISA), or the termination of
a Multiple Employer Plan, (c) the distribution of a notice of intent to
terminate a Plan or Multiemployer Plan pursuant to Section 4041(a)(2) or 4041A
of ERISA, (d) the institution of proceedings to terminate a Plan or
Multiemployer Plan by the PBGC under Section 4042 of ERISA, (e) any other event
or condition which might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan or
Multiemployer Plan, or (f) the complete or partial withdrawal of any Credit
Party or any ERISA Affiliate from a Multiemployer Plan.

         "Termination Notice" shall have the meaning specified in Section 16.1
of the Lease.

         "Termination Value" shall mean the sum of (a) either (i) with respect
to all Properties, an amount equal to the aggregate outstanding Property Cost
for all the Properties, or (ii) with respect to a particular Property, an amount
equal to the Property Cost allocable to such Property, plus (b) respecting the
amounts described in each of the foregoing subclause (i) or (ii), as applicable,
any and all accrued but unpaid interest on the Loans and any and all Lessor
Yield on the Lessor Advances related to the applicable Property Cost, plus (c)
to the extent the same is not duplicative of the amounts payable under clause
(b) above, all other Rent and other amounts then due and payable or accrued
under the Operative Agreements (including without limitation amounts under
Sections 11.1 and 11.2 of the Participation Agreement and all costs and expenses
referred to in Sections 22.1(a) and 22.3 of the Lease).

         "Transaction Expenses" shall mean all Soft Costs and all other fees,
costs, disbursements and expenses incurred in connection with the preparation,
execution and delivery of the Operative Agreements and the transactions
contemplated by the Operative Agreements including without limitation all costs
and expenses described in Section 7 of the Participation Agreement and the
following:

                  (a) the reasonable fees, out-of-pocket expenses and
         disbursements of counsel in negotiating the terms of the Operative
         Agreements and the other transaction

                                       44



         documents, preparing for the closings under, and rendering opinions in
         connection with, such transactions and in rendering other services
         customary for counsel representing parties to transactions of the types
         involved in the transactions contemplated by the Operative Agreements;

                  (b) the reasonable fees, out-of-pocket expenses and
         disbursements of accountants for the Lessee in connection with the
         transaction contemplated by the Operative Agreements;

                  (c) any and all other reasonable fees, charges or other
         amounts payable to the Lenders, the Agent, the Lessor or any broker
         which arises under any of the Operative Agreements;

                  (d) any other reasonable fee, out-of-pocket expenses,
         disbursement or cost of any party to the Operative Agreements or any of
         the other transaction documents; and

                  (e) any and all Taxes and fees incurred in recording or filing
         any Operative Agreement or any other transaction document, any deed,
         declaration, mortgage, security agreement, notice or financing
         statement with any public office, registry or governmental agency in
         connection with the transactions contemplated by the Operative
         Agreements.

         "Tribunal" shall mean any state, commonwealth, federal, foreign,
territorial, or other court or government body, subdivision agency, department,
commission, board, bureau or instrumentality of a governmental body.

         "Trust" shall mean the Green Real Estate Trust 2001-1, which was part
of the financing provided by the Existing Operative Agreements.

         "Trust Company" shall mean Wells Fargo Bank Northwest, National
Association (as successor to First Security Bank, National Association), in its
individual capacity.

         "Type" shall mean, as to any Loan, whether it is an ABR Loan or a
Eurodollar Loan.

         "UCC" shall mean the Uniform Commercial Code in effect in the State of
New York, as the same may be amended from time to time.

         "UCC Financing Statements" shall mean collectively the Lender Financing
Statements and the Lessor Financing Statements.

         "Unanimous Vote Matters" shall have the meaning given it in Section
12.4 of the Participation Agreement.

         "Unfunded Liability" shall mean, with respect to any Plan, at any time,
the amount (if any) by which (a) the present value of all benefits under such
Plan exceeds (b) the fair market

                                       45



value of all Plan assets allocable to such benefits, all determined as of the
then most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of the Company or any member of the
Controlled Group to the PBGC or such Plan under Title IV of ERISA.

         "Uniform Commercial Code" and "UCC" shall mean the Uniform Commercial
Code as in effect in any applicable jurisdiction.

         "United States Bankruptcy Code" shall mean Title 11 of the United
States Code.

         "U.S. Person" shall have the meaning specified in Section 11.2(e) of
the Participation Agreement.

         "U.S. Taxes" shall have the meaning specified in Section 11.2(e) of the
Participation Agreement.

         "Voting Stock" shall mean, with respect to any Person, Capital Stock
issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

         "Wachovia" shall mean Wachovia Bank, National Association.

         "West Family Group" shall mean Gary L. West and Mary E. West and any
charitable foundation or trust created by Gary L. West or Mary E. West to the
extent the board of trustees of any such charitable foundation or trust is
controlled by Thomas B. Barker and Roland J. Santoni (or any replacement of
Thomas B. Barker or Roland J. Santoni on the board of trustees that is a
Responsible Officer of the Parent and/or a person designated by Gary L. West and
Mary E. West).

         "Wholly-Owned Entity" shall mean a Person all of the shares of capital
stock or other ownership interest of which are owned by a referent Person and/or
one of such referent Person's wholly-owned Subsidiaries or other wholly-owned
entities.

         "Withholdings" shall have the meaning specified in Section 11.2(e) of
the Participation Agreement.

                                       46


                                                                   EXHIBIT 10.23

                                 FIRST AMENDMENT
                   TO CERTAIN OPERATIVE AGREEMENTS AND WAIVER

         THIS FIRST AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS AND WAIVER, dated
as of October 31, 2003 (this "First Amendment"), is entered into by and among
WEST FACILITIES CORPORATION, a Delaware corporation (the "Lessee"), WEST
CORPORATION, a Delaware corporation ("West Corp."), and the various entities
which are parties to the Participation Agreement (hereinafter defined) from time
to time as guarantors (individually, a "Guarantor" and collectively, the
"Guarantors"), WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation
(the "Borrower" or the "Lessor"); the various banks and other lending
institutions which are parties to the Participation Agreement from time to time
as lenders (subject to the definition of Lenders in Appendix A to the
Participation Agreement, individually, a "Lender" and collectively, the
"Lenders"); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, as the agent for the Primary Financing Parties and respecting the
Security Documents, as the agent for the Secured Parties (in such capacity, the
"Agent"). Capitalized terms used but not otherwise defined in this First
Amendment shall have the meanings set forth in Appendix A to the Participation
Agreement, and the rules of usage set forth in Appendix A to the Participation
Agreement shall apply herein.

                               W I T N E S S E T H

         WHEREAS, the parties to this Amendment are parties to that certain
Participation Agreement dated as of May 9, 2003 (as amended, modified,
supplemented or restated from time to time, the "Participation Agreement");

         WHEREAS, West Corp. has notified the Financing Parties that it intends
to acquire Scherer Communications, Inc., a Texas corporation doing business as
ConferenceCall.com ("ConferenceCall.com"), pursuant to a Stock Purchase
Agreement, dated as of October 21, 2003, among West Corp., as the buyer,
ConferenceCall.com, the stockholders of ConferenceCall.com, as the sellers, and
the other parties thereto (the "ConferenceCall.com Acquisition");

         WHEREAS, West Corp. has requested that the parties to this Amendment
agree to amend the definition of "Permitted Acquisition" in Appendix A of the
Participation Agreement;

         WHEREAS, West Corp. has requested that the parties to this Amendment
waive certain requirements set forth in the definition of "Permitted
Acquisition" in Appendix A of the Participation Agreement on a one-time basis in
order to permit the consummation of the ConferenceCall.com Acquisition;

                                       1




         WHEREAS, the parties to this Amendment have also agreed to add a form
of joinder agreement as an exhibit to the Participation Agreement which was
inadvertently omitted from the final version of the Participation Agreement
printed at the time of closing; and

         WHEREAS, the parties to this Amendment have agreed to the amendments
and waivers referenced above, subject to the terms and conditions set forth
herein.

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

                                   SECTION 23

                                   AMENDMENTS

         23.1     Definition of Permitted Acquisition. The definition of
"Permitted Acquisition," as set forth in Appendix A of the Participation
Agreement, is hereby amended by deleting the figure "$20,000,000," appearing in
clause (f) of such definition, and inserting the figure "$50,000,000" in
substitution therefor. The definition of "Permitted Acquisition," as amended
hereby, shall read in its entirety as set forth below:

                  "Permitted Acquisition" shall mean an acquisition or any
         series of related acquisitions by a GCA Credit Party of the assets or
         all of the Capital Stock of a Person or any division, line of business
         or other business unit of a Person (such Person or such division, line
         of business or other business unit of such Person referred to herein as
         the "Target"), in each case that is in the same line of business (or
         assets used in the same line of business) as the GCA Credit Parties and
         their GCA Subsidiaries or whereby a substantial portion of the acquired
         business relies upon automated transactions, telephone representatives
         or telephony technology, so long as (a) no Default or Event of Default
         shall then exist or would exist after giving effect thereto; (b) the
         GCA Credit Parties shall demonstrate to the reasonable satisfaction of
         the Agent that the GCA Credit Parties will be in compliance on a pro
         forma basis with all of the terms and provisions of the financial
         covenants set forth in Section 8A.9; (c) the agent under the Guarantor
         Credit Agreement, on behalf of the GCA Lenders, shall have received (or
         shall receive in connection with the closing of such acquisition) a
         first priority perfected security interest in all of the Capital Stock
         acquired with respect to the Target and the Target, if a Person, shall
         have executed a Joinder Agreement in accordance with the terms of the
         applicable section of the Guarantor Credit Agreement; (d) such
         acquisition is not a "hostile" public company acquisition and has been
         approved by the Board of Directors and/or shareholders of the
         applicable GCA Credit Party and the public company Target; (e) after
         giving effect to such acquisition, the sum of (1) the unused
         availability under the Aggregate Revolving Committed Amount plus (2)
         the Cash and Cash Equivalents held by the GCA Credit Parties is greater
         than or equal to $25,000,000; and (f) with respect to any acquisition
         where the total consideration shall be greater than $50,000,000, the
         Parent shall have delivered to the Agent and each of the Primary
         Financing Parties not less than twenty

                                       2




         (20) Business Days prior to the consummation of such acquisition (i) a
         reasonably detailed description of the material terms of such
         acquisition (including, without limitation, the purchase price and
         method and structure of payment) and of each Target, (ii) audited
         financial statements of the Target for its two (2) most recent fiscal
         years prepared by independent certified public accountants acceptable
         to the Agent and unaudited fiscal year-to-date statements for the most
         recent interim periods, (iii) consolidated projected income statements
         of the Parent and its consolidated subsidiaries (giving effect to such
         Permitted Acquisition and the consolidation with the Parent of each
         relevant Target) for the three (3) year period following the
         consummation of such Permitted Acquisition, in reasonable detail,
         together with any appropriate statement of assumptions, and (iv) a
         certificate, in form and substance reasonably satisfactory to the
         Agent, executed by a Responsible Officer of the Parent (A) certifying
         that such Permitted Acquisition complies with the requirements of this
         Participation Agreement and (B) demonstrating compliance with
         subsections (b), and (e) of this definition; provided, however, that an
         acquisition of a Target that is not incorporated, formed or organized
         in the United States (a "Foreign Target") shall only qualify as a
         Permitted Acquisition if each of the other requirements set forth in
         this definition shall have been satisfied and the total consideration
         for all such Foreign Targets does not exceed $50,000,000 in the
         aggregate during the term of this Participation Agreement.

         23.2     Definition of GCA Subsidiary. The definition of "GCA
Subsidiary" set forth in Appendix A of the Participation Agreement is hereby
amended and restated in its entirety to read as follows:

                  "GCA Subsidiary" shall mean, as to any Person, a corporation,
         partnership, limited liability company or other entity of which shares
         of stock or other ownership interests having ordinary voting power
         (other than stock or such other ownership interests having such power
         only by reason of the happening of a contingency) to elect a majority
         of the board of directors or other managers of such corporation,
         partnership or other entity are at the time owned, or the management of
         which is otherwise controlled, directly or indirectly through one or
         more intermediaries, or both, by such Person. Unless otherwise
         qualified, all references to a "GCA Subsidiary" or to "GCA
         Subsidiaries" in this Participation Agreement shall refer to a GCA
         Subsidiary or GCA Subsidiaries of the Parent, excluding West
         Interactive Canada, Inc., West International Corporation, West
         Telemarketing Insurance Agency, Inc., West Marketing Services
         Corporation, Telecommunications Resources, Inc. and two direct or
         indirect subsidiaries of Attention, LLC formed or organized for the
         purpose of purchasing third party debt obligations.

                                       3




         23.3     Addition of Form of Credit Party Joinder Agreement as Exhibit
to Participation Agreement. The form of joinder agreement attached hereto as
Schedule A shall be added to the Participation Agreement as Exhibit G thereto.

                                   SECTION 24

WAIVER

         24.1     Waiver. The Borrower, the Agent, the Majority Secured Parties
and the Lessee hereby waive, on a one-time basis for the ConferenceCall.com
Acquisition, the failure of the Credit Parties to comply with Section 8B.5 of
the Participation Agreement, and more specifically, the requirements set forth
in the definition of "Permitted Acquisition," which require the Credit Parties
to provide the Agent and each of the Primary Financing Parties with (a) not less
than twenty Business Days' notice prior to the consummation of any acquisition
with total consideration in excess of $20,000,000 and (b) audited financial
statements of ConferenceCall.com for its two most recent fiscal years. The
Borrower, the Agent, the Majority Secured Parties and the Lessee consent to West
Corp. consummating the ConferenceCall.com Acquisition, on terms and conditions
substantially the same as those set forth on the summary of material terms
attached hereto as Schedule B. Except for the specific, one-time waiver set
forth above, nothing set forth herein or contemplated hereby is intended to
constitute a waiver of (i) any rights or remedies available to any of the
Financing Parties under any Operative Agreement or under applicable Law (all of
which rights and remedies are hereby expressly reserved by the Financing
Parties) or (ii) the Credit Parties' obligation to comply fully with any duty,
term, condition, obligation or covenant contained in any Operative Agreement.

SECTION 25

CLOSING CONDITIONS

         25.1     Closing Conditions.

         This First Amendment shall be effective as of the date hereof upon
satisfaction of the following conditions precedent, in form and substance
reasonably acceptable to the Agent:

                  (a)      First Amendment. The Agent shall have received a copy
         of this First Amendment duly executed by the Borrower, the Agent, the
         Majority Secured Parties and the Credit Parties.

                  (b)      Officer's Certificate. The Agent shall have received
         from the Credit Parties an officer's certificate executed by a
         Responsible Officer of West Corp. (i) certifying that the
         ConferenceCall.com Acquisition complies with the requirements of the
         Operative Agreements (subject to the waiver set forth herein) and (ii)
         demonstrating that, after giving effect to the ConferenceCall.com
         Acquisition, (A) the Credit Parties will be

                                       4




         in compliance on a pro forma basis with the financial covenants set
         forth in Section 8A.9 of the Participation Agreement and (B) the sum of
         (1) the unused availability under the Aggregate Revolving Committed
         Amount (as such term is defined in Guarantor Credit Agreement) plus (2)
         the Cash and Cash Equivalents held by the Credit Parties shall be
         greater than or equal to $25,000,000.

                  (c)      Financial Statements. The Primary Financing Parties
         shall have received consolidated projected income statements of West
         Corp. and its Consolidated Subsidiaries (giving effect to the
         ConferenceCall.com Acquisition and the consolidation with West Corp. of
         ConferenceCall.com) for the three (3) year period following the
         consummation of the acquisition, in reasonable detail, together with
         any appropriate statement of assumptions.

         25.2     Post-Closing Requirements.

                  (a)      Joinder Agreement. As soon as possible, and in any
         event no later than three (3) Business Days after the closing date of
         the ConferenceCall.com Acquisition (or such later date as agreed to by
         the Agent in its sole discretion), the Agent shall have received a
         Joinder Agreement duly executed by ConferenceCall.com and West Corp.,
         in accordance with the terms of Section 8A.10 of the Participation
         Agreement.

                  (b)      Authority Documents. As soon as possible, and in any
         event no later than three (3) Business Days after the closing date of
         the ConferenceCall.com Acquisition (or such later date as agreed to by
         the Agent in its sole discretion), the Agent shall have received a
         certificate signed by the secretary of ConferenceCall.com attaching the
         following authority documents of ConferenceCall.com and certifying that
         the same are true and complete as of the closing date of the
         ConferenceCall.com Acquisition: (i) a copy of its articles of
         incorporation, (ii) a copy of the resolutions of its board of
         directors, approving and adopting the Joinder Agreement and the other
         Operative Agreements, (iii) a copy of its bylaws and (iv) an incumbency
         certificate. Additionally, in conjunction with the delivery of such
         certificate, the Agent shall have received copies of a certificate of
         good standing, existence or its equivalent certified as of a recent
         date by the appropriate Governmental Authority of its state of
         incorporation.

                  (c)      Legal Opinion. As soon as possible, and in any event
         no later than thirty (30) Business Days after the closing date of the
         ConferenceCall.com Acquisition (or such later date as agreed to by the
         Agent in its sole discretion), the Agent shall have received a legal
         opinion from counsel to the Credit Parties relating to
         ConferenceCall.com, in the same form and substance as the opinions
         given with respect to the original Guarantors and in form and substance
         reasonably satisfactory to the Agent.

                  (d)      Effect of Non-Compliance. Notwithstanding any
         provision in any Operative Agreement to the contrary, the failure of
         any requirement set forth in this

                                       5




         Section 3.2 to be satisfied within the time period allotted therefor
         shall constitute an immediate Lease Event of Default.

SECTION 26

MISCELLANEOUS

         26.1     Amended Terms. The term "Participation Agreement" as used in
each of the Operative Agreements shall hereafter mean the Participation
Agreement as amended by this First Amendment. Except as specifically amended or
modified hereby or otherwise agreed, the Participation Agreement is hereby
ratified and confirmed and shall remain in full force and effect according to
its terms.

         26.2     Representations and Warranties of the Credit Parties. Each of
the Credit Parties represents and warrants to the Financing Parties as follows:

                  (a)      It has taken all necessary action to authorize the
         execution, delivery and performance of this First Amendment.

                  (b)      This First Amendment has been duly executed and
         delivered by such Person and constitutes such Person's legal, valid and
         binding obligations, enforceable in accordance with its terms, except
         as such enforceability may be subject to (i) bankruptcy, insolvency,
         reorganization, fraudulent conveyance or transfer, moratorium or
         similar laws affecting creditors' rights generally and (ii) general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding at law or in equity).

                  (c)      No consent, approval, authorization or order of, or
         filing, registration or qualification with, any court or Governmental
         Authority or third party is required in connection with the execution,
         delivery or performance by such Person of this First Amendment.

                  (d)      The representations and warranties of such Person set
         forth in Sections 6.2 and 6.3 of the Participation Agreement and
         Section 2 of the Guaranty, as the case may be, are, subject to the
         limitations set forth therein and provided that references to
         Subsidiary Information in Schedule 2 to the Participation Agreement
         shall be deemed to refer to Schedule C attached to this First
         Amendment, true and correct in all material respects as of the date
         hereof (except for those which expressly relate to an earlier date).

         26.3     Reaffirmation of Credit Party Obligations. Each Credit Party
hereby ratifies the Operative Agreements (as amended by this First Amendment)
and acknowledges and reaffirms (a) that it is bound by all terms of the
Operative Agreements (as amended by this First Amendment) applicable to it and
(b) that it is responsible for the observance and full performance of its
respective obligations pursuant to the Operative Agreements.

                                       6




         26.4     Operative Agreements. This First Amendment shall constitute an
Operative Agreement under the terms of the Participation
Agreement.

         26.5     Expenses. West Corp. agrees to pay, or cause to be paid, all
reasonable costs and expenses of the Agent in connection with the preparation,
execution and delivery of this First Amendment, including, without limitation,
the reasonable fees and expenses of Moore & Van Allen, PLLC, and all previously
incurred fees and expenses which remain outstanding on the date hereof.

         26.6     Entirety. This First Amendment and the other Operative
Agreements embody the entire agreement between the parties hereto and supersede
all prior agreements and understandings, oral or written, if any, relating to
the subject matter hereof.

         26.7     Counterparts/Telecopy. This First Amendment may be executed in
any number of counterparts, each of which when so executed and delivered shall
be an original, but all of which shall constitute one and the same instrument.
Delivery of executed counterparts of the First Amendment by telecopy shall be
effective as an original and shall constitute a representation that an original
shall be delivered.

         26.8     Governing Law. This First Amendment and the rights and
obligations of the parties under this First Amendment shall be governed by, and
construed and interpreted in accordance with, the law of the State of North
Carolina.

         26.9     Consent to Jurisdiction; Service of Process; Waiver of Jury
Trial; Venue. The jurisdiction, services of process, waiver of jury trial, and
venue provisions set forth in Section 12.7 of the Participation Agreement are
hereby incorporated by reference, mutatis mutandis.

         26.10    Further Assurances. The Credit Parties agree to promptly take
such action, upon the request of the Agent, as is reasonably necessary to carry
out the intent of this First Amendment.

                            [Signature Pages Follow]

                                       7



         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this First Amendment to be duly executed under seal and delivered as of the
date and year first above written.

                                    WEST FACILITIES CORPORATION, as the Lessee

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Officer

                           (signature pages continue)

                                       8



         WEST CORPORATION, as the Parent and as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Officer

                           (signature pages continue)

                                       9



                                    WEST TELEMARKETING CORPORATION,
                                    as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    WEST TELEMARKETING CORPORATION II,
                                    as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    WEST TELEMARKETING CORPORATION
                                    OUTBOUND, as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    DAKOTAH DIRECT II, L.L.C., as a Guarantor

                                    By: West Telemarketing Corporation Outbound,
                                        as Member

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                           (signature pages continue)

                                       10



                                    WEST INTERACTIVE CORPORATION,
                                    as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Office

                                    WEST DIRECT, INC., as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Treasurer

                                    ATTENTION, LLC, as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:    Paul M. Mendlik
                                    Title:   Manager

                                    TEL MARK SALES, INC., as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Officer

                           (signature pages continue)

                                       11



                                    NORTHERN CONTACT, INC., as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    INTERCALL HOLDING CORPORATION,
                                    as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    INTERCALL, INC., as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:    Paul M. Mendlik
                                    Title:   Chief Financial Officer

                                    ITC SERVICE COMPANY, as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Officer

                           (signature pages continue)

                                       12



                                    ITC TELECOM VENTURES, INC., as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    ITC WIRELESS, INC., as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    INVIEW, INC., as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    INTERCALL WEB CONFERENCING, INC.,
                                    as a Guarantor

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name:  Paul M. Mendlik
                                    Title: Chief Financial Officer

                           (signature pages continue)

                                       13



                                    WACHOVIA DEVELOPMENT CORPORATION,
                                    as the Borrower and as the Lessor

                                    By: /s/ Evander S. Jones, Jr.
                                        ----------------------------------------
                                    Name:  Evander S. Jones, Jr.
                                    Title: Vice President

                           (signature pages continue)

                                       14



         WACHOVIA BANK, NATIONAL ASSOCIATION, as the Agent

                                    By: /s/ Michael Romanzo
                                        ----------------------------------------
                                    Name:  Michael Romanzo
                                    Title: Vice President

                           (signature pages continue)

                                       15



                                    WACHOVIA CAPITAL INVESTMENTS, INC.,
                                    as a Lender

                                    By: /s/ Evander S. Jones, Jr.
                                        ----------------------------------------
                                    Name:  Evander S. Jones, Jr.
                                    Title: Vice President

                              (signature pages end)

                                       16



                                   SCHEDULE A
                               TO FIRST AMENDMENT
                   TO CERTAIN OPERATIVE AGREEMENTS AND WAIVER

                                    EXHIBIT G

                                    [FORM OF]
                                JOINDER AGREEMENT

         THIS JOINDER AGREEMENT (the "Agreement"), dated as of _____________,
____, is by and between _____________________, a ______________________ (the
"Subsidiary Guarantor"), and WACHOVIA BANK, NATIONAL ASSOCIATION, in its
capacity as Agent under that certain Participation Agreement, dated as of May 9,
2003 (as amended, restated or otherwise modified, the "Participation
Agreement"), by and among West Facilities Corporation, a Delaware corporation
(the "Lessee"), West Corporation, a Delaware corporation ("West Corp."),
Wachovia Development Corporation, a North Carolina corporation (the "Borrower"
or the "Lessor"); the various banks and other lending institutions which are
parties thereto from time to time as lenders (subject to the definition of
Lenders in Appendix A thereto, individually, a "Lender" and collectively, the
"Lenders"); and Wachovia Bank, National Association, a national banking
association, as the agent for the Primary Financing Parties and respecting the
Security Documents, as the agent for the Secured Parties (in such capacity, the
"Agent"). Capitalized terms used herein but not otherwise defined shall have the
meanings provided in Appendix A to the Participation Agreement.

         The Subsidiary Guarantor is an additional Domestic GCA Subsidiary, and,
consequently, the Credit Parties are required by Section 8A.10 of the
Participation Agreement to cause the Subsidiary Guarantor to become a
"Guarantor".

         Accordingly, the Subsidiary Guarantor hereby agrees as follows with the
Agent, for the benefit of the Financing Parties:

         1.       The Subsidiary Guarantor hereby acknowledges, agrees and
confirms that, by its execution of this Agreement, the Subsidiary Guarantor will
be deemed to be a party to the Participation Agreement, the Guaranty and the
other Operative Agreements to which any of the Guarantors is a party and a
"Guarantor" for all purposes of the Participation Agreement, the Guaranty and
the other Operative Agreements, and shall have all of the obligations of a
Guarantor thereunder as if it had executed the Participation Agreement, the
Guaranty and the other Operative Agreements to which any of the Guarantors is a
party. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and
agrees to be bound by, all of the terms, provisions and conditions contained in
the Operative Agreements, including without limitation (a) all of the
representations and warranties of the Credit Parties set forth in Section 6.3 of
the Participation Agreement and Section 2 of the Guaranty and (b) all of the
affirmative and negative covenants set forth in Section 8A and 8B of the
Participation Agreement. Without limiting the generality of the foregoing terms
of this paragraph 1, the Subsidiary Guarantor hereby jointly and severally
together with the other Guarantors, guarantees to each Financing Party, as
provided

                                 Schedule A - 1



in the Guaranty the prompt payment and performance of the Guaranteed Obligations
in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) strictly in
accordance with the terms thereof and agrees that if any of such Guaranteed
Obligations are not paid or performed in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise), the Subsidiary Guarantor will, jointly and
severally together with the other Guarantors, promptly pay and perform the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment, performance or renewal of any of the Guaranteed Obligations,
the same will be promptly paid or performed in full when due (whether at
extended maturity, as a mandatory prepayment, by acceleration, as a mandatory
cash collateralization or otherwise) in accordance with the terms of such
extension or renewal.

         2.       The Subsidiary Guarantor acknowledges and confirms that it has
received a copy of the Participation Agreement, the Guaranty, each other
Operative Agreement requested by the Subsidiary Guarantor and the respective
schedules and exhibits thereto. The information on the schedules to the
Participation Agreement is hereby amended to provide the information shown on
the attached Schedule A.

         3.       West Corp. and the Guarantors confirm that all of their
obligations under the Operative Agreements are, and upon the Subsidiary
Guarantor becoming a Guarantor, shall continue to be, in full force and effect.
The parties hereto confirm and agree that immediately upon the Subsidiary
Guarantor becoming a Guarantor, the term "Guaranteed Obligations," as used in
the Operative Agreements, shall include all obligations of such Subsidiary
Guarantor under the Participation Agreement, the Guaranty and under each other
Operative Agreement.

         4.       The Subsidiary Guarantor hereby agrees that upon becoming a
Guarantor it will assume all Guaranteed Obligations of a Guarantor.

         5.       Each of West Corp. and the Subsidiary Guarantor agrees that at
any time and from time to time, upon the written request of the Agent, it will
execute and deliver such further documents and do such further acts and things
as the Agent may reasonably request in order to effect the purposes of this
Agreement.

         6.       This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which when taken together
shall constitute one contract.

         7.       This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of North Carolina.

                                 Schedule A - 2



         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed by its authorized officer, and the Agent, for the
benefit of the Financing Parties, has caused the same to be accepted by its
authorized officer, as of the day and year first above written.

                                    [SUBSIDIARY GUARANTOR]

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                    WEST CORPORATION,
                                    a Delaware corporation

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                    WEST FACILITIES CORPORATION,
                                    a Delaware corporation

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

Acknowledged and accepted:

WACHOVIA BANK, NATIONAL
ASSOCIATION, as Agent

By:_________________________________
Name:_______________________________
Title:______________________________

                                 Schedule A - 3



                                   Schedule A
                                       to
                                Joinder Agreement

                Schedules to Credit Agreement/Security Documents

                                [TO BE ATTACHED]

                                 Schedule A - 4



                                   SCHEDULE B
                               TO FIRST AMENDMENT
                   TO CERTAIN OPERATIVE AGREEMENTS AND WAIVER

                    SUMMARY OF MATERIAL TERMS OF ACQUISITION

                       [SEE THE FOLLOWING ATTACHED PAGES]

                                 Schedule B - 1



ConferenceCall.com

October 10, 2003

Section V.
Transaction Terms.

- -        $40 million gross purchase price with $2.5 million working capital
         requirement ($2.0 million in cash is expected at closing) represents
         the following multiples on a TTM basis:



                       Multiple of:
                    ConferenceCall.com       InterCall*
                    ------------------       ----------
                                       
- - Revenue                  2.1                 1.93

- - EBITDA                   4.5                  5.7

- - EBIT                     4.8                  7.4

- - Net Income               7.8                 12.1


* Multiples paid for InterCall are shown for comparative purposes.

- -        Transaction will be a stock purchase

- -        Expected signing on October 21st with an expected close date of
         November 1st.

- -        Transaction will be financed through existing cash and/or a draw on
         existing line of credit with Wachovia.

         -        At September 30th, $198 million was outstanding under the
                  credit agreements through Wachovia

         -        After this acquisition it is expected that borrowings through
                  Wachovia will total approximately $250 million

                                 Schedule B - 2



ConferenceCall.com

October 10, 2003

- -        Escrow and Holdback. The total holdedback on the purchase price is $6
         million. These funds will be placed in escrow and will be available to
         cover any post closing liability that arises. The amounts will be
         released as follows:

         -        $3 million on April 30, 2005

         -        $1 million on November 1, 2006

         -        $2 million on November 1, 2007

         -        Release of escrows are tied to expiration of statue of
                  limitations for income taxes and FET

- -        Estimated amount of total "FET" and income tax exposure is as follows:

         -        $200K income tax exposure for 2000 that expires in 2004

         -        $700K income tax exposure for 2001 that expires in 2005

         -        $1.5 million income tax exposure for 2002 that expires in 2006

         -        $1.2 million income tax exposure for 2003 that expires in 2007

         -        $1 million FET exposure that expires in 2007

- -        Representations and Warranties. The representations and warranties were
         developed from West's standard agreement.

         -        Deductible of $300k related to indemnification for breaches of
                  representations and warranties

- -        Employee Appreciation Bonus. Kevin Scherer, the founder and 70%
         shareholder, will distribute $1 million in bonuses to employees as part
         of the sale. These funds will be held as retention incentives and paid
         out to employees over a six month period.

                                 Schedule B - 3



                                   SCHEDULE C
                               TO FIRST AMENDMENT
                   TO CERTAIN OPERATIVE AGREEMENTS AND WAIVER

                             SUBSIDIARY INFORMATION



                      Jurisdiction of       No. of        Outstanding         Owner of       No. of      Percentage
                      Incorporation/     Outstanding       Warrants,         Outstanding     Shares       of Shares
    Subsidiary         Organization         Shares       Options, Etc.         Shares         Owned         Owned
    ----------        --------------     -----------     -------------    ----------------   -------     ----------
                                                                                       
 West Telemarketing
    Corporation           Delaware          10,000             0          West Corporation    10,000        100%

       West                                                                     West
  Telemarketing                                                             Telemarketing
  Corporation II          Delaware          10,000             0             Corporation      10,000        100%

 West Telemarketing
    Corporation
      Outbound            Delaware          10,000             0          West Corporation    10,000        100%

  West Facilities
    Corporation           Delaware          10,000             0          West Corporation    10,000        100%

  West Interactive
    Corporation           Delaware          10,000             0          West Corporation    10,000        100%

 West Direct, Inc.        Delaware          10,000             0          West Corporation    10,000        100%

Tel Mark Sales, Inc.      Delaware          10,000             0          West Corporation    10,000        100%

   Attention, LLC         Georgia                                         West Corporation                  100%

 Northern Contact,                                                       West Telemarketing
        Inc.              Delaware          10,000             0             Corporation      10,000        100%

                                                                                West
                                                                             Telemarketing
 Dakotah Direct II,                                                          Corporation
       L.L.C.             Delaware                                             Outbound                     100%

                                                                                West
                                                                            Telemarketing
 Telecommunications                                                          Corporation
   Resources, Inc.        Missouri          10,000             0              Outbound        10,000        100%

 West International
    Corporation           Delaware           1,000             0          West Corporation     1,000        100%

 West Telemarketing     Nova Scotia,                                          Northern
     Canada, ULC           Canada           10,000             0            Contact, Inc.     10,000        100%


                                      C-1





                      Jurisdiction of       No. of        Outstanding         Owner of       No. of      Percentage
                      Incorporation/     Outstanding       Warrants,         Outstanding     Shares       of Shares
    Subsidiary         Organization         Shares       Options, Etc.         Shares         Owned         Owned
    ----------        ---------------    -----------     -------------    ----------------   ------      ----------
                                                                                       
  West Interactive                                                        West Interactive
    Canada, Inc.          Delaware          10,000             0            Corporation       10,000        100%

 Attention Funding,
       L.L.C.             Delaware                                         Attention, LLC                   100%

 InterCall Holding
 Corporation (f/k/a
    ITC Holding
   Company, Inc.)         Delaware          10,000             0          West Corporation    10,000        100%

  InterCall, Inc.         Delaware             100             0             InterCall           100        100%
                                                                              Holding
                                                                            Corporation

ITC Service Company       Georgia              500             0           InterCall, Inc.       500        100%

    ITC Telecom
   Ventures, Inc.         Delaware            1000             0           InterCall, Inc.      1000        100%

 ITC Wireless, Inc.       Delaware            1000             0        ITC Service Company     1000        100%

    InView, Inc.          Delaware             100             0           InterCall, Inc.       100        100%

   InterCall Web
 Conferencing, Inc.       Delaware             100             0           InterCall, Inc.       100        100%

  InterCall, Inc.      New Brunswick           100             0           InterCall, Inc.       100        100%

InterCall Australia
     Pty. Ltd.           Australia             100             0           InterCall, Inc.       100        100%

InterCall Singapore
     Pte. Ltd.           Singapore               2             0           InterCall, Inc.         2        100%

InterCall Hong Kong
     Pty. Ltd.           Hong Kong          10,000             0           InterCall, Inc.    10,000        100%

   InterCall Asia
  Pacific Holdings
     Pty. Ltd.           Australia             100             0           InterCall, Inc.       100        100%

   InterCall New
  Zealand Limited       New Zealand            100             0           InterCall, Inc.       100        100%

     InterCall
    Conferencing
  Services Limited     United Kingdom           10             0           InterCall, Inc.        10        100%


                                      C-2





                    Jurisdiction of       No. of        Outstanding         Owner of       No. of      Percentage
                    Incorporation/     Outstanding       Warrants,         Outstanding     Shares       of Shares
  Subsidiary         Organization         Shares       Options, Etc.         Shares         Owned         Owned
  ----------        ---------------    -----------     -------------    --------------     ------      ----------
                                                                                     
 Legal Connect      United Kingdom             2             0            InterCall              2        100%
    Limited                                                              Conferencing
                                                                        Services Limited

 Jamaican Agent        Jamaica             1,000             0          West Corporation       999       99.9%
Services Limited                                                            Northern
                                                                          Contact, Inc.          1        0.1%

  West Contact       Philippines          10,000             0                West           9.993       99.93%
 Services, Inc.                                                           Corporation
                                                                           Jose MA. G.           1        .01%
                                                                            Hofilena
                                                                          Hector M. De           1        .01%
                                                                              Leon
                                                                           Rose Marie            1        .01%
                                                                             M. King
                                                                            Thomas B.            1        .01%
                                                                             Barker
                                                                            Imelda A.            1        .01%
                                                                            Manguiat
                                                                           Jocelyn I.            1        .01%
                                                                         Sanchez-Salazar
                                                                          Mark V. Lavin          1        .01%


                                      C-3

EXHIBIT 10.24

SECOND AMENDMENT
TO CERTAIN OPERATIVE AGREEMENTS

THIS SECOND AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS, dated as of
January 22, 2004 (this "Second Amendment"), is entered into by and among WEST
FACILITIES CORPORATION, a Delaware corporation (the "Lessee"), WEST CORPORATION,
a Delaware corporation ("West Corp."), and the various entities which are
parties to the Participation Agreement (hereinafter defined) from time to time
as guarantors (individually, a "Guarantor" and collectively, the "Guarantors"),
WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation (the "Borrower"
or the "Lessor"); the various banks and other lending institutions which are
parties to the Participation Agreement from time to time as lenders (subject to
the definition of Lenders in Appendix A to the Participation Agreement,
individually, a "Lender" and collectively, the "Lenders"); and WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association, as the agent for the
Primary Financing Parties and respecting the Security Documents, as the agent
for the Secured Parties (in such capacity, the "Agent"). Capitalized terms used
but not otherwise defined in this Second Amendment shall have the meanings set
forth in Appendix A to the Participation Agreement, and the rules of usage set
forth in Appendix A to the Participation Agreement shall apply herein.

W I T N E S S E T H

WHEREAS, the parties to this Amendment are parties to that certain
Participation Agreement dated as of May 9, 2003, as amended by the First
Amendment to Certain Operative Agreements and Waiver (as amended, modified,
supplemented or restated from time to time, the "Participation Agreement");

WHEREAS, the parties to this Second Amendment have agreed to the
amendments set forth herein, subject to the terms and conditions set forth
herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

SECTION 27
AMENDMENTS

27.1 New Definition. Appendix A to the Participation Agreement is
hereby amended by the addition of the following definition thereto in the
appropriate alphabetical order:

"Second Amendment Effective Date" shall mean January 22, 2004.

27.2 Consolidated EBITDA. The definition of "Consolidated EBITDA"
set forth in Appendix A to the Participation Agreement is hereby amended and
restated in its entirety to read as follows:

"Consolidated EBITDA" shall mean, as of any date for the four
fiscal quarter period ending on such date with respect to the
Consolidated Group on a consolidated basis, the sum of (a) Consolidated
Net Income, plus (b) an amount which, in the determination of
Consolidated Net Income, has been deducted for (i) Consolidated
Interest Expense, (ii) total federal, state, local and foreign income,
value added and similar taxes, (iii) depreciation and amortization
expense, all as determined in accordance with GAAP and (iv) non-cash
charges relating to equity and other performance-related compensation,
including stock options; provided that Consolidated EBITDA shall
include add-backs relating to the Acquisition made prior to the Second
Amendment Effective Date, as calculated by the Agent. Notwithstanding
the above, Consolidated EBITDA shall be (A) $70,952,000 for the fiscal
quarter ending March 31, 2003, (B) $65,803,000 for the fiscal quarter
ending June 30, 2003 and (C) $67,108,000 for the fiscal quarter ending
September 30, 2003.

27.3 Permitted Acquisition. The definition of "Permitted
Acquisition" set forth in Appendix A to the Participation Agreement is hereby
amended and restated in its entirety to read as follows:

"Permitted Acquisition" shall mean an acquisition or any
series of related acquisitions by a GCA Credit Party of the assets or
all of the Capital Stock of a Person or any division, line of business
or other business unit of a Person (such Person or such division, line
of business or other business unit of such Person referred to herein as
the "Target"), in each case that is in the same line of business (or
assets used in the same line of business) as the GCA Credit Parties and
the GCA Subsidiaries or whereby a substantial portion of the acquired
business relies upon automated transactions, telephone representatives
or telephony technology, so long as (a) no Default or Event of Default
shall then exist or would exist after giving effect thereto; (b) the
Credit Parties shall demonstrate to the reasonable satisfaction of the
Agent that the Credit Parties will be in compliance on a pro forma
basis with all of the terms and provisions of the financial covenants
set forth in Section 8A.9; (c) the agent under the Guarantor Credit
Agreement, on behalf of the GCA Lenders, shall have received (or shall
receive in connection with the closing of such acquisition) a first
priority perfected security interest in all of the Capital Stock
acquired with respect to the Target and the Target, if a Person, shall
have executed a Joinder Agreement in accordance with the terms of
Section 8A.10; (d) such acquisition is not a "hostile" public company
acquisition and has been approved by the Board of Directors and/or
shareholders of the applicable GCA Credit Party and the public company
Target; (e) after giving effect to such acquisition, the sum of (i) the
unused availability under the Aggregate Revolving Committed Amount plus
(ii) the cash and Cash Equivalents held by the GCA Credit Parties plus
(iii) the unused borrowing availability under any securitization
facility of the GCA Credit Parties is greater than or equal to
$10,000,000; and (f) with respect to any acquisition where the total
consideration shall be (i) greater than $50,000,000 and less than or
equal to $100,000,000, the Parent

shall have delivered to the Agent and each of the Primary Financing
Parties not more than thirty (30) days after the consummation of such
acquisition a reasonably detailed description of the material terms of
such acquisition (including, without limitation, the purchase price and
method and structure of payment) and of each Target and (ii) greater
than $100,000,000, the Parent shall have delivered to the Agent and
each of the Primary Financing Parties not less than ten (10) Business
Days prior to the consummation of such acquisition (A) a reasonably
detailed description of the material terms of such acquisition
(including, without limitation, the purchase price and method and
structure of payment) and of each Target, (B) audited financial
statements of the Target, or company-prepared financial statements that
have been certified by the Target, for the Target's two (2) most recent
fiscal years and unaudited fiscal year-to-date statements for the most
recent interim periods, which financial statements shall be consistent
with any financial statements filed with the Securities and Exchange
Commission in connection with such acquisition and (C) a certificate,
in form and substance reasonably satisfactory to the Agent, executed by
a Responsible Officer of the Parent (1) certifying that such Permitted
Acquisition complies with the requirements of this Agreement and (2)
demonstrating compliance with subsections (b) and (e) of this
definition; provided, however, that an acquisition of a Target that is
not incorporated, formed or organized in the United States (a "Foreign
Target") shall only qualify as a Permitted Acquisition if each of the
other requirements set forth in this definition shall have been
satisfied and the total consideration for all such Foreign Targets does
not exceed $50,000,000 in the aggregate during the term of this
Agreement.

27.4 Permitted Investments. The definition of "Permitted
Investments" set forth in Appendix A to the Participation Agreement is hereby
amended and restated in its entirety to read as follows:

"Permitted Investments" shall mean:

(i) cash and Cash Equivalents;

(ii) receivables owing to the Parent or any of the GCA
Subsidiaries or any receivables and advances to suppliers, in each case
if created, acquired or made in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms;

(iii) investments in and loans to any GCA Credit Parties;

(iv) investments in and loans to domestic subsidiaries of
the Parent that are not guarantors under the Guarantor Credit Agreement
solely for the purpose of purchasing third party debt obligations;
provided that the aggregate amount of investments and loans made
pursuant to this clause (iv), together with the aggregate amount of
Indebtedness incurred pursuant to Section 8B.1(d)(iii), shall not
exceed $50,000,000 at any time outstanding;

(v) investments in and loans to subsidiaries of the
Parent that are not guarantors under the Guarantor Credit Agreement
(other than investments and loans pursuant to clause (iv) above);
provided that the aggregate amount of such investments and loans,
together with the aggregate amount of Indebtedness incurred pursuant to
Section 8B.1(d)(iv), shall not exceed $25,000,000 at any time
outstanding;

(vi) loans and advances to employees (other than any
officer or director) of the Parent or the GCA Subsidiaries in an
aggregate amount not to exceed $1,000,000 at any time outstanding;

(vii) investments (including debt obligations) received in
connection with the bankruptcy or reorganization of suppliers and
customers and in settlement of delinquent obligations of, and other
disputes with, customers and suppliers arising in the ordinary course
of business;

(viii) investments, acquisitions or transactions permitted
under Section 8B.4(b);

(ix) the Parent may enter into Hedging Agreements to the
extent permitted pursuant to Section 8B.1; and

(x) Permitted Acquisitions.

As used herein, "investment" shall mean all investments, in cash or by
delivery of property made, directly or indirectly in, to or from any
Person, whether by acquisition of shares of Capital Stock, property,
assets, indebtedness or other obligations or securities or by loan
advance, capital contribution or otherwise.

27.5 GCA Permitted Liens. The definition of "GCA Permitted Liens"
set forth in Appendix A of the Participation Agreement is hereby amended by the
addition of the following clause (xiii) and the redesignation of the existing
clause (xiii) as clause "(xiv)":

(xiii) Liens arising in connection with accounts receivable
securitizations; and

27.6 [Reserved].

27.7 [Reserved].

27.8 Indebtedness. Section 8B.1 of the Participation Agreement is
hereby amended and restated in its entirety to read as follows:

Section 8B.1 Indebtedness.

The Parent will not, nor will it permit any GCA Subsidiary to,
contract, create, incur, assume or permit to exist any Indebtedness,
except:

(a) Indebtedness arising or existing under the
Guarantor Credit Agreement and the other GCA Credit Documents;

(b) Indebtedness of the Parent and the GCA
Subsidiaries existing as of the Closing Date as referenced in
the financial statements referenced in Section 6.3(a) (and set
out more specifically in Schedule 6) hereto and renewals,
refinancings or extensions thereof in a principal amount not
in excess of that outstanding as of the date of such renewal,
refinancing or extension;

(c) Indebtedness of the Parent and the GCA
Subsidiaries incurred after the Closing Date consisting of
Capital Leases or Indebtedness incurred to provide all or a
portion of the purchase price or cost of construction of an
asset provided that (i) such Indebtedness when incurred shall
not exceed the purchase price or cost of construction of such
asset; (ii) no such Indebtedness shall be refinanced for a
principal amount in excess of the principal balance
outstanding thereon at the time of such refinancing; and (iii)
the total principal amount of all such Indebtedness shall not
exceed $25,000,000 at any time outstanding;

(d) Unsecured intercompany Indebtedness (i)
among the GCA Credit Parties, (ii) among Foreign GCA
Subsidiaries, (iii) owing from domestic subsidiaries of the
Parent that are not guarantors under the Guarantor Credit
Agreement to Credit Parties, which Indebtedness is solely for
the purpose of purchasing third party debt obligations;
provided that the aggregate principal amount of Indebtedness
incurred pursuant to this clause (iii), together with the
aggregate amount of investments and loans made pursuant to
clause (iv) of the definition of Permitted Investments, shall
not exceed $50,000,000 at any time outstanding, and (iv) owing
from subsidiaries of the Parent that are not guarantors under
the Guarantor Credit Agreement to Credit Parties (other than
Indebtedness incurred pursuant to clause (iii) above);
provided that the aggregate principal amount of Indebtedness
incurred pursuant to this clause (iv), together with the
aggregate amount of investments and loans made pursuant to
clause (v) of the definition of Permitted Investments, shall
not exceed $25,000,000 at any time outstanding;

(e) Secured intercompany Indebtedness among the
Parent and the GCA Subsidiaries in a principal amount not to
exceed $25,000,000 in the aggregate at any time outstanding;
provided that, to the extent a Credit Party and a Subsidiary
that is not a Credit Party are parties to such intercompany
Indebtedness arrangement, such Credit Party shall be the
secured party;

(f) Indebtedness and obligations owing under
Hedging Agreements relating to the loans pursuant to the
Guarantor Credit Agreement and other Hedging Agreements
entered into in order to manage existing or anticipated
interest rate, exchange rate or commodity price risks and not
for speculative purposes;

(g) Indebtedness and obligations of GCA Credit
Parties owing under documentary letters of credit for the
purchase of goods or other merchandise (but not under standby,
direct pay or other letters of credit except for the letters
of credit under the Guarantor Credit Agreement) generally in
an aggregate principal amount not to exceed $25,000,000 at any
time outstanding;

(h) Guaranty Obligations in respect of
Indebtedness of a GCA Credit Party to the extent such
Indebtedness is permitted to exist or be incurred pursuant to
this Section 8B.1;

(i) Indebtedness of the Parent and the GCA
Subsidiaries arising under any Synthetic Leases (other than
Indebtedness under the Operative Agreements set out on
Schedule 6) that is pari passu with or subordinated to the GCA
Credit Party Obligations in a principal amount not to exceed
$25,000,000 in the aggregate at any time outstanding;

(j) Indebtedness of the Parent and the GCA
Subsidiaries consisting of unsecured earnout obligations
incurred in connection with Permitted Acquisitions in a
principal amount not to exceed $50,000,000 in the aggregate at
any time outstanding;

(k) Indebtedness (other than revolving credit
facilities exceeding $50,000,000 in the aggregate and any
Synthetic Leases) of the Parent and the GCA Subsidiaries that
is pari passu with or subordinated to the GCA Credit Party
Obligations in an aggregate principal amount not to exceed
$300,000,000 at any time outstanding;

(l) Indebtedness of the Parent and the GCA
Subsidiaries relating to any accounts receivable
securitization transaction or transactions; provided that the
principal amount of such Indebtedness does not exceed
$100,000,000 in the aggregate at any time outstanding; and

(m) other Indebtedness of the Parent and the GCA
Subsidiaries; provided that such Indebtedness is non-recourse
to the Parent or any of the GCA Subsidiaries and the principal
amount of such Indebtedness does not exceed $100,000,000 in
the aggregate at any time outstanding.

27.9 Accounts Receivable Asset Sales. Section 8B.4(a) to the
Participation Agreement is hereby amended by the addition of the word "and" at
the end of subsection (a)(v) and the addition of the following new subsection
(a)(vi):

(vi) the sale, transfer, contribution, conveyance or other
disposition of accounts receivable and associated collateral, lockbox
and other collection accounts, records and/or proceeds in connection
with any accounts receivable securitization;

27.10 Advances, Investments and Loans. Section 8B.5 of the
Participation Agreement is hereby amended by the insertion of the phrase "or to
the extent permitted by Section 8B.1" at the end of such Section.

27.11 Amendments to Schedules for Participation Agreement. Schedules
1 through 6 to the Participation Agreement are hereby amended and restated in
their entirety and replaced by Schedule A attached hereto.

27.12 Agreement of Wachovia regarding Coordination of Voting under
Lease and Guarantor Credit Agreement. The Participation Agreement is amended to
add a new Section 12.15 as follows:

12.15 LESSOR/LENDER VOTING MATTERS.

Wachovia Development Corporation (and any Affiliate thereof
which is a direct or indirect assignee of Wachovia Development
Corporation), as the Lessor, and Wachovia Capital Investments, Inc.
(and any Affiliate thereof which is a direct or indirect assignee of
Wachovia Capital Investments, Inc.), as a Lender, hereby agree to vote
on matters concerning covenant amendments, modifications and waivers in
a manner consistent with the vote of Wachovia Bank, National
Association regarding such same matter under the Guarantor Credit
Agreement.

SECTION 28
CLOSING CONDITIONS

28.1 Closing Conditions.

This Second Amendment shall become effective as of the date hereof upon
satisfaction of the following conditions (in form and substance reasonably
acceptable to the Agent):

(a) Executed Amendment. Receipt by the Agent of a copy of
this Second Amendment duly executed by the Borrower, the Agent, the
Majority Secured Parties and the Credit Parties.

(b) Resolutions. Receipt by the Agent of copies of
resolutions of the Board of Directors of each of the Credit Parties
approving and adopting this Second Amendment, the transactions
contemplated herein and authorizing execution and delivery hereof,
certified by a secretary or assistant secretary of such Credit Party to
be true and correct and in force and effect as of the date hereof.

(c) Incumbency Certificate. Receipt by the Agent of an
incumbency certificate with respect to each of the Credit Parties.

(d) Legal Opinions of Counsel. The Agent shall have
received opinions of legal counsel for the Credit Parties, dated as of
the date hereof and addressed to the Agent

and the Primary Financing Parties, which opinions shall provide, among
other things, that the execution and delivery of this Second Amendment
by the Credit Parties and the consummation of the transactions
contemplated hereby will not violate the corporate instruments and
material agreements of the Credit Parties, and shall otherwise be in
form and substance acceptable to the Agent and the Primary Financing
Parties.

(e) Material Adverse Event. Since the Closing Date, there
shall have been no change or occurrence which could reasonably be
expected to have a Material Adverse Effect.

(f) Litigation. There shall not exist any pending or
threatened litigation or investigation affecting or relating to the
Parent or any of its Subsidiaries, the Participation Agreement or the
other Operative Agreements that in the reasonable judgment of the Agent
and Primary Financing Parties could materially adversely affect the
Parent and its Subsidiaries, taken as a whole, or the Participation
Agreement or the other Operative Agreements, that has not been settled,
dismissed, vacated, discharged or terminated prior to the date hereof.

(g) Officer's Certificate. The Agent shall have received
a certificate executed by a responsible officer of the Parent as of the
date hereof stating that immediately after giving effect to this Second
Amendment and all the transactions contemplated to occur on the date
hereof, (A) no Default or Event of Default exists, (B) all
representations and warranties contained in the Second Amendment and in
the Participation Agreement and the other Operative Agreements (except
those which expressly relate to an earlier date) are true and correct,
and (C) the Credit Parties are in compliance with each of the financial
covenants set forth in Section 8A.9 to the Participation Agreement on a
pro forma basis.

(h) Consents. The Agent shall have received evidence that
all governmental, shareholder and material third party consents and
approvals necessary in connection with this Second Amendment and other
transactions contemplated hereby have been obtained and all applicable
waiting periods have expired without any action being taken by any
authority that could restrain, prevent or impose any material adverse
conditions on such transactions or that could seek or threaten any of
such transactions.

(i) Fees. Receipt by the Agent of all reasonable fees and
expenses of the Agent in connection with the preparation, execution and
delivery of this Second Amendment, including, without limitation, the
reasonable fees and expenses of Moore & Van Allen PLLC.

SECTION 29
MISCELLANEOUS

29.1 Amended Terms. The term "Participation Agreement" as used in
each of the Operative Agreements shall hereafter mean the Participation
Agreement as amended by this

Second Amendment. Except as specifically amended or modified hereby or otherwise
agreed, the Participation Agreement is hereby ratified and confirmed and shall
remain in full force and effect according to its terms.

29.2 Representations and Warranties of the Credit Parties. Each of
the Credit Parties represents and warrants to the Financing Parties as follows:

(a) It has taken all necessary action to authorize the
execution, delivery and performance of this Second Amendment.

(b) This Second Amendment has been duly executed and
delivered by such Person and constitutes such Person's legal, valid and
binding obligations, enforceable in accordance with its terms, except
as such enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).

(c) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or Governmental
Authority or third party is required in connection with the execution,
delivery or performance by such Person of this Second Amendment.

(d) The representations and warranties of such Person set
forth in Sections 6.2 and 6.3 of the Participation Agreement and
Section 2 of the Guaranty, as the case may be, are, subject to the
limitations set forth therein, true and correct in all material
respects as of the date hereof (except for those which expressly relate
to an earlier date).

29.3 Reaffirmation of Credit Party Obligations. Each Credit Party
hereby ratifies the Operative Agreements (as amended by this Second Amendment)
and acknowledges and reaffirms (a) that it is bound by all terms of the
Operative Agreements (as amended by this Second Amendment) applicable to it and
(b) that it is responsible for the observance and full performance of its
respective obligations pursuant to the Operative Agreements.

29.4 Operative Agreements. This Second Amendment shall constitute
an Operative Agreement under the terms of the Participation Agreement.

29.5 Expenses. The Parent agrees to pay all reasonable costs and
expenses of the Agent in connection with the preparation, execution and delivery
of this Second Amendment, including, without limitation, the reasonable fees and
expenses of Moore & Van Allen, PLLC, and all previously incurred fees and
expenses which remain outstanding on the date hereof.

29.6 Entirety. This Second Amendment and the other Operative
Agreements embody the entire agreement between the parties hereto and supersede
all prior agreements and understandings, oral or written, if any, relating to
the subject matter hereof.

29.7 Counterparts/Telecopy. This Second Amendment may be executed
in any number of counterparts, each of which when so executed and delivered
shall be an original, but all of which shall constitute one and the same
instrument. Delivery of executed counterparts of the Second Amendment by
telecopy shall be effective as an original and shall constitute a representation
that an original shall be delivered.

29.8 Governing Law. This Second Amendment and the rights and
obligations of the parties under this Second Amendment shall be governed by, and
construed and interpreted in accordance with, the law of the State of North
Carolina.

29.9 Consent to Jurisdiction; Service of Process; Waiver of Jury
Trial; Venue. The jurisdiction, services of process, waiver of jury trial and
venue provisions set forth in Section 12.7 of the Participation Agreement are
hereby incorporated by reference, mutatis mutandis.

29.10 Further Assurances. The Credit Parties agree to promptly take
such action, upon the request of the Agent, as is reasonably necessary to carry
out the intent of this Second Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Second Amendment to be duly executed under seal and delivered as of the
date and year first above written.

WEST FACILITIES CORPORATION, as the Lessee

By: /s/ Paul M. Mendlik
----------------------------------------
Name: Paul M. Mendlik
Title: Chief Financial Officer

(signature pages continue)
West Facilities Corporation
Lease Facility
Second Amendment

WEST CORPORATION, as the Parent and as a Guarantor

By: /s/ Paul M. Mendlik
--------------------------------
Name: Paul M. Mendlik
Title: Chief Financial Officer

(signature pages continue)

West Facilities Corporation
Lease Facility
Second Amendment

WEST TELEMARKETING CORPORATION,
as a Guarantor

By: /s/ Paul M. Mendlik
----------------------------------------
Name: Paul M. Mendlik
Title: Chief Financial Officer

WEST TELEMARKETING CORPORATION II,
as a Guarantor

By: /s/ Paul M. Mendlik
----------------------------------------
Name: Paul M. Mendlik
Title: Chief Financial Officer

WEST TELEMARKETING CORPORATION OUTBOUND, as
a Guarantor

By: /s/ Paul M. Mendlik
----------------------------------------
Name: Paul M. Mendlik
Title: Chief Financial Officer

DAKOTAH DIRECT II, L.L.C., as a Guarantor

By: West Telemarketing Corporation Outbound,
as Member

By: /s/ Paul M. Mendlik
----------------------------------------
Name: Paul M. Mendlik
Title: Chief Financial Officer

(signature pages continue)

West Facilities Corporation
Lease Facility
Second Amendment

WEST INTERACTIVE CORPORATION,
as a Guarantor

By: /s/ Paul M. Mendlik
----------------------------------------
Name: Paul M. Mendlik
Title: Chief Financial Officer

WEST DIRECT, INC., as a Guarantor

By: /s/ Paul M. Mendlik
----------------------------------------
Name: Paul M. Mendlik
Title: Treasurer

ATTENTION, LLC, as a Guarantor

By: /s/ Paul M. Mendlik
----------------------------------------
Name: Paul M. Mendlik
Title: Manager

TEL MARK SALES, INC., as a Guarantor

By: /s/ Paul M. Mendlik
----------------------------------------
Name: Paul M. Mendlik
Title: Chief Financial Officer

NORTHERN CONTACT, INC., as a Guarantor

By: /s/ Paul M. Mendlik
----------------------------------------
Name: Paul M. Mendlik
Title: Chief Financial Officer

(signature pages continue)

West Facilities Corporation
Lease Facility
Second Amendment

INTERCALL, INC., as a Guarantor

By: /s/ Paul M. Mendlik
----------------------------------------
Name: Paul M. Mendlik
Title: Chief Financial Officer

INTERCALL TELECOM VENTURES, LLC, as a
Guarantor

By: /s/ Paul M. Mendlik
----------------------------------------
Name: Paul M. Mendlik
Title: Chief Financial Officer

CONFERENCECALL.COM., INC., as a Guarantor

By: /s/ Paul M. Mendlik
----------------------------------------
Name: Paul M. Mendlik
Title: Chief Financial Officer

(signature pages continue)

West Facilities Corporation
Lease Facility
Second Amendment

WACHOVIA DEVELOPMENT CORPORATION, as the
Borrower and as the Lessor

By: /s/ Evander S. Jones, Jr.
----------------------------------------
Name: Evander S. Jones, Jr.
Title: Vice President

(signature pages continue)

West Facilities Corporation
Lease Facility
Second Amendment

WACHOVIA BANK, NATIONAL ASSOCIATION, as the Agent

By: /s/ Michael Romanzo
---------------------------------------
Name: Michael Romanzo
Title: Vice President

(signature pages continue)

West Facilities Corporation
Lease Facility
Second Amendment

WACHOVIA CAPITAL INVESTMENTS, INC., as a
Lender

By: /s/ Evander S. Jones, Jr.
----------------------------------------
Name: Evander S. Jones, Jr.
Title: Vice President

(signature pages continue)

West Facilities Corporation
Lease Facility
Second Amendment

COMMERCEBANK, N.A., as a Lender

By: ________________________________________
Name: ______________________________________
Title:______________________________________

(signature pages end)

West Facilities Corporation
Lease Facility
Second Amendment

SCHEDULE A

Schedule 1

GCA Permitted Liens

Debtor Secured Party Jurisdiction Filing Type Filing Date Description of Collateral
- ------------------ ------------- ------------ ------------- ----------- -------------------------------

West Lombard US Delaware UCC-1 8/1/02; Certain equipment under the
Corporation Equipment (#21910276) amended Equipment Loan Agreement,
Finance 8/28/02 dated July 22, 2002 among
Corporation West Corporation, West
Interactive Corporation,
Dakotah Direct II, L.L.C.,
West Telemarketing Corporation,
West Telemarketing Corporation
Outbound and Lombard US

West Lombard US Delaware UCC-1 8/1/02; Certain equipment under the
Telemarketing Equipment (#21910615) amended Equipment Loan Agreement
Corporation Finance 8/28/02 dated July 22, 2002 among
Corporation West Corporation, West
Interactive Corporation,
Dakotah Direct II, L.L.C.,
West Telemarketing Corporation,
West Telemarketing Corporation
Outbound and Lombard US
Equipment Finance Corporation

West Banc of Delaware UCC-1 11/26/01 Certain equipment specified
Telemarketing America (#11792659) therein
Corporation Leasing &
Outbound Capital, LLC

West Lombard US Delaware UCC-1 8/1/02; Certain equipment under the
Telemarketing Equipment (#21910680) amended Equipment Loan Agreement
Corporation Finance 8/28/02 dated July 22, 2002 among
Outbound Corporation West Corporation,
West Interactive Corporation,
Dakotah Direct II, L.L.C.,
West Telemarketing Corporation,
West Telemarketing Corporation
Outbound and Lombard US
Equipment Finance Corporation

West Dell Financial Delaware UCC-1 4/18/03 Certain equipment specified
Telemarketing Services (#31015273) therein
Corporation
Outbound

West Banc of Delaware UCC-1 1/22/02 Certain equipment specified
Interactive America (#20367825) therein
Corporation Leasing &
Capital

West Banc of Delaware UCC-1 2/22/02 Certain equipment specified

West Facilities Corporation
Lease Facility
Second Amendment

A-1

Debtor Secured Party Jurisdiction Filing Type Filing Date Description of Collateral
- ------------------ ------------- ------------ ----------- ----------- --------------------------------

America (#20470405) therein
Interactive Leasing &
Corporation Capital

West Banc of Delaware UCC-1 4/4/02 Certain equipment specified
Interactive America (#20842843) therein
Corporation Leasing &
Capital

West Banc of Delaware UCC-1 4/23/02 Certain equipment specified
Interactive America (#20999775) therein
Corporation Leasing &
Capital

West Banc of Delaware UCC-1 7/8/02 Certain equipment specified
Interactive America (#21646987) therein
Corporation Leasing &
Capital

West Lombard US Delaware UCC-1 8/1/02; Certain equipment under the
Interactive Equipment (#21910599) amended Equipment Loan Agreement
Corporation Finance 8/28/02 dated July 22, 2002 among
Corporation West Corporation,
West Interactive Corporation,
Dakotah Direct II, L.L.C.,
West Telemarketing Corporation,
West Telemarketing Corporation
Outbound and Lombard US
Equipment Finance Corporation

West Nortel Delaware UCC-1 2/3/03 Certain equipment specified
Interactive Networks (#30295330) therein. This lien is pursuant to a
Corporation Maintenance Agreement.

****Dakotah EIS Illinois UCC-1 5/27/99 Certain equipment specified
Direct II, LLC International, (#004042454) therein
Inc.

Dakotah Lombard US Delaware UCC-1 8/28/02 Certain equipment under the
Direct II, LLC Equipment (#22175549) Equipment Loan Agreement
Finance dated July 22, 2002 among
Corporation West Corporation,
West Interactive Corporation,
Dakotah Direct II, L.L.C.,
West Telemarketing Corporation,
West Telemarketing Corporation
Outbound and Lombard US
Equipment Finance Corporation

InterCall New Telecom New N/A No filing Security Telecommunications Equipment
Zealand, Ltd. Zealand, Ltd. interest purchased from Telecom by
granted to InterCall N.Z.
Telecom on
8/9/02

InterCall, Inc. Sun N/A No filing Security Specified office equipment
Microsystems interest
Finance granted on
11/7/02

West Facilities Corporation
Lease Facility
Second Amendment

A-2

Note: 1. See Schedule 3 for GCA Liens on real property.

2. **** denotes those GCA Liens that are in the process of being
terminated and released as no Indebtedness is outstanding under the
original obligation that such GCA Lien secured.

West Facilities Corporation
Lease Facility
Second Amendment

A-3

Schedule 2

Subsidiary Information

Jurisdiction
of No. of Outstanding Owner of No. of Percentage
Incorporation Outstanding Warrants, Outstanding Shares of Shares
Subsidiary /Organization Shares Options, Etc. Shares Owned Owned
- --------------- --------------- ----------- ------------- ------------- ------ ----------

West Delaware 10,000 0 West 10,000 100%
Telemarketing Corporation
Corporation

West Delaware 10,000 0 West 10,000 100%
Telemarketing Telemarketing
Corporation II Corporation

West Delaware 10,000 0 West 10,000 100%
Telemarketing Corporation
Corporation
Outbound

West Facilities Delaware 10,000 0 West 10,000 100%
Corporation Corporation

West Delaware 10,000 0 West 10,000 100%
Interactive Corporation
Corporation

West Direct, Delaware 10,000 0 West 10,000 100%
Inc. Corporation

Tel Mark Sales, Delaware 10,000 0 West 10,000 100%
Inc. Corporation

Attention, LLC Georgia West 100%
Corporation

Northern Delaware 10,000 0 West 10,000 100%
Contact, Inc. Telemarketing
Corporation

Dakotah Direct Delaware West 100%
II, L.L.C. Telemarketing
Corporation
Outbound

West Delaware 1,000 0 West 1,000 100%
International Corporation
Corporation

West Nova Scotia, 10,000 0 Northern 10,000 100%
Telemarketing Canada Contact, Inc.
Canada, ULC

Attention Delaware Attention, LLC 100%
Funding, L.L.C.

InterCall, Inc. Delaware 10,000 0 West 10,000 100%
Corporation

InterCall Delaware 0 InterCall, Inc. 100%
Telecom
Ventures, LLC

InterCall, Inc. New
Brunswick 100 0 InterCall, Inc. 100 100%

West Facilities Corporation
Lease Facility
Second Amendment

A-4

InterCall Australia 100 0 InterCall, Inc. 100 100%
Australia Pty.
Ltd.

InterCall Singapore 2 0 InterCall, Inc. 2 100%
Singapore Pte.
Ltd.

InterCall Hong Hong Kong 10,000 0 InterCall, Inc. 10,000 100%
Kong Pty. Ltd.

InterCall Asia Australia 100 0 InterCall, Inc. 100 100%
Pacific Holdings
Pty. Ltd.

InterCall New New Zealand 100 0 InterCall, Inc. 100 100%
Zealand Limited

InterCall
Conferencing United 10 0 InterCall, Inc. 10 100%
Services Limited Kingdom

Legal Connect United 2 0 InterCall 2 100%
Limited Kingdom Conferencing
Services
Limited

Jamaican Agent Jamaica 1,000 0 West Corporation 999 99.9%
Services Limited Northern
Contact, Inc. 1 0.1%

West Contact Philippines 10,000 0 West 9.993 99.93%
Services, Corporation
Inc. Jose MA. G. 1 .01%
Hofilena
Hector M. De 1 .01%
Leon
Rose Marie 1 .01%
M. King
Thomas B. 1 .01%
Barker
Imelda A. 1 .01%
Manguiat
Jocelyn I. 1 .01%
Sanchez-
Salazar
Mark V. Lavin 1 .01%

ConferenceCall.com, Delaware 1,000 0 InterCall, Inc. 1,000 100%
Inc.

InterCall Japan, K.K. Japan 130 0 InterCall, Inc. 130 100%

West Facilities Corporation
Lease Facility
Second Amendment

A-5

Schedule 3

Location of Real Property

Owned Real Property:

1. Approximately 0.39 acres owned by InterCall, Inc. located at 802 First
Avenue, West Point, Troup County, Georgia 31833.

2. Approximately 2.54 acres owned by InterCall, Inc. located at 1239 O.G.
Skinner Drive, West Point, Troup County, Georgia 31833.

3. 3300 20th Avenue, Valley, Chambers County, Alabama, owned by InterCall,
Inc. Title to this property is subject to the following:

(a) Lease by Powertel, Inc. of 1,800 square feet by lease
dated June 3, 2000.

4. Approximately 5.69 acres owned by InterCall, Inc. located at 1211 O.G.
Skinner Drive, West Point, Troup County, Georgia 31833.

5. 401 E. 4th Street, West Point, Troup County, Georgia 31833, owned by
InterCall, Inc.

6. 403 E. 4th Street, West Point, Troup County, Georgia 31833, owned by
InterCall, Inc.

7. 620 Greison Trail, Newnan, Coweta County, Georgia 31833, owned by
InterCall, Inc.

8. Approximately 14 acres of land adjacent to O.G. Skinner Dr. (a.k.a.
Pittman Street), West Point, Troup County, Georgia 31833, owned by
InterCall, Inc.

9. Approximately 1.63 acres located adjacent to and south of property
described herein as 1211 O.G. Skinner Drive, West Point, Troup Count,
Georgia 31833, owned by InterCall, Inc.

10. 11808 Miracle Hills Dr., Omaha, Douglas County, Nebraska 68154, owned
by West Corporation and subject to that certain Mortgage Agreement, by
and between West Corporation and First National Bank of Omaha.

11. 5031 Commerce Park Circle, Pensacola, Escambia County, Florida 32507,
owned by West Corporation (f/k/a West TeleServices Corporation).

12. 2311 S. Illinois Ave. US Route 51, Carbondale, Jackson County, Illinois
62901, owned by West Telemarketing Corporation Outbound.

13. 1015 Belvidere, El Paso, El Paso County, Texas 79912, owned by West
Telemarketing Corporation Outbound.

14. Buildings 1000, 2000, 3000 and 5000, 11330 IH 10 West, San Antonio,
Bexar County, Texas 78249, owned by West Telemarketing Corporation
Outbound.

15. Building 7000, 10931 Laureate Drive, San Antonio, Bexar County, Texas
78349, leased by West Facilities Corporation and subject to that
certain synthetic lease transaction (see Schedule 61.(b)).

16. Building 8000, 10940 Laureate Drive, San Antonio, Bexar County, Texas
78349, owned by West Telemarketing Corporation Outbound.

West Facilities Corporation
Lease Facility
Second Amendment

A-6

Leased Real Property:

1. Lease to InterCall, Inc., as lessee, for the 5th Floor, Suite 508, 232
Madison Avenue, New York, New York 10016.

2. Lease to InterCall, Inc., as lessee, for approximately 2,489 rsf, known
as Suite 495, Glenridge Highlands I, 5555 Glenridge Connector, Atlanta,
Georgia 30342.

3. Lease to InterCall, Inc., as lessee, for approximately 2,222 rsf at
Corporate Center, 110 East Broward Boulevard, Ft. Lauderdale, Florida
33301.

4. Lease to InterCall, Inc., as lessee, for approximately 3,715 rsf, known
as 3601 West 76th Street, Edina, Minnesota 55435.

5. Lease to InterCall, Inc., as lessee, for approximately 1,440 rsf, known
as Suite 150, Lake Forest Place, 4445 Lake Forest Drive, Cincinnati,
Ohio 45242.

6. Lease to InterCall, Inc., as lessee, for approximately 3,323 rsf, known
as Suite 1110, Prentice Point, 5299 DTC Boulevard, Englewood, Colorado
80111.

7. Lease to InterCall, Inc., as lessee, for approximately 2,681 rsf, known
as Suite 1060, 3 Ballston Plaza, 1100 North Glebe Road, Arlington,
Virginia 22201.

8. Lease to InterCall, Inc., as lessee, for approximately 2,867 rsf, known
as Suite 414, 3 Bala Plaza, Bala Cynwyd, Pennsylvania 19004.

9. Lease to InterCall, Inc., as lessee, for approximately 4,689 rsf, known
as Suite 210, 990 Washington Street, Dedham, Massachusetts 02026.

10. Lease to InterCall, Inc., as lessee, for approximately 3,214 rsf, known
as 99 Cherry Hill Road, Parsippany, New Jersey 07054.

11. Lease to InterCall, Inc., as lessee, for office space at 80 Broad
Street, New York, New York 10004-2009.

12. Lease to InterCall, Inc., as lessee, for approximately 3,355 rsf, known
as Suite 840, 433 East Las Colinas Boulevard, Irving, Texas 75039.

13. Lease to InterCall, Inc., as lessee, for approximately 2,796 rsf at
2700 Post Oak Boulevard, Houston, Texas 77056.

14. Lease to InterCall, Inc., as lessee, for 1001 Southwest 5th Ave., Suite
110, Portland, Oregon 97204.

15. Lease to InterCall, Inc., as lessee, for approximately 3,110 rsf, known
as Suite 220, 18201 Von Karman Ave., Irvine, California 92612.

16. Lease to InterCall, Inc., as lessee, for approximately 2,261 rsf at 999
Baker Way, San Mateo, California 94404.

17. Lease to InterCall, Inc., as lessee, for approximately 2,224 rsf, known
as Suite 230 of the Denny Building, Seattle, Washington 98121.

West Facilities Corporation
Lease Facility
Second Amendment

A-7

18. Lease to InterCall, Inc., as lessee, for approximately 2,675 rsf, known
as Suite 810, 425 California Street, San Francisco, California 94104.

19. Lease to InterCall, Inc., as lessee, for approximately 5,039 rsf, known
as 300 South Tower, Peachtree 25th Building, Atlanta, Georgia 30309.

20. Lease to InterCall, Inc., as lessee, for approximately 23,261 rsf,
known as Suites 225, 400, 413, 420, 421, 464 and 520 for premises
located at Citicorp Plaza, 8420 West Bryn Mawr, Chicago, Illinois
60631.

21. Lease to InterCall, Inc., as lessee, for the office space located at
3618 West Market Street, Suite 100, Room 1, Fairlawn, Ohio 44333.

22. Lease to InterCall Australia Pty. Ltd., as lessee, for Level 8, 155
George Street, Sydney, New South Wales, Australia.

23. Lease to InterCall Australia Pty. Ltd., as lessee, for Suite 1301, 227
Collins Street, Melbourne, Victoria, Australia.

24. Lease to InterCall Singapore Pte. Ltd., as lessee, for 80 Raffles
Place, #35-23 OB Plaza 1, Singapore.

25. Lease to InterCall, Inc., as lessee, for office space at 7300 West
110th Street, Overland Park, Kansas 66210.

26. Lease to InterCall, Inc., as lessee, for Suites 212 and 220, Building
A, Trinity Court, Wokingham Road, Bracknell, RG42 1PL (UK).

27. Lease to InterCall Conferencing Services Limited, as lessee, for
offices on the second floor at Topeka House, Barnwood, Gloucester, UK.

28. License Agreement to InterCall, Inc., as lessee, for office space at
Kilcullen House, 1 Haigh Terrace, Dun Lioghaire, Dublin, Ireland.

29. Lease to InterCall, Inc., as lessee, for 3131 East Camelback, Suite
200, Phoenix, Arizona 85016.

30. Lease to InterCall, Inc., as lessee, for approximately 4,074 rsf, known
as Suite 210, 3301 Northland Drive, Austin, Texas 78731.

31. Lease to InterCall, Inc., as lessee, for approximately 1,752 rsf, known
as Space 102, 5387 Manhattan Circle, Boulder, Colorado 80303.

32. Lease to InterCall, Inc., as lessee, for approximately 3,395 rsf, known
as Suite 206, 11340 West Olympic Boulevard, Los Angeles, California
90064.

33. Lease to InterCall, Inc., as lessee, for office space at 80 River
Street, Hoboken, New Jersey 07030.

34. Office Lease between HQ Global Workplaces and InterCall, Inc., as
lessee, dated September 2, 1999.

35. Lease to InterCall, Inc., as lessee, for office space at Level 10
Telecom House, 8 Hereford Street, Auckland 1003, New Zealand.

36. Lease to InterCall, Inc., as lessee, for equipment at 2203 64th
Boulevard, Valley, Alabama 30864.

West Facilities Corporation
Lease Facility
Second Amendment

A-8

37. Lease to InterCall Web Conferencing Services Limited, as lessee, for
office space at LaGrande Arche Paroi Nord, 92044, Paris La Defense,
France.

38. Lease to InterCall, Inc., as lessee, for office space at HQ Boone
Boulevard Center, Vienna, Virginia 22182.

39. Lease to InterCall, Inc., as lessee, for office space at HQ Francisco
Bay Center, San Francisco, California 94111.

40. Lease to West Telemarketing Corporation, as lessee, for office space at
9910 Maple Street, Omaha, Nebraska 68134.

41. Lease to West Telemarketing Corporation, as lessee, for office space at
3311 N. 93rd Street and 9218 Bedford Avenue, Omaha, Nebraska 68134.

42. Lease to West Telemarketing Corporation, as lessee, for office space at
11626 Nicholas Street, Omaha, Nebraska 68134.

43. Lease to West Telemarketing Corporation, as lessee, for office space at
10120 Maple Street, Omaha, Nebraska 68134.

44. Lease to West Interactive Corporation, as lessee, for office space at
9211 Bedford Street, Omaha, Nebraska 68134.

45. Lease to West Interactive Corporation, as lessee, for office space at
9223 Bedford Street and 3231 N. 93rd Street, Omaha, Nebraska 68134.

46. Lease to West Facilities Corporation, as lessee, for Suite 208, 99
Railroad Station Plaza, Hicksville, New York 11801.

47. Lease to West Telemarketing Corporation, as lessee, for office space at
808 N. 108th Ave., Omaha, Nebraska 68154.

48. Lease to West Telemarketing Corporation, as lessee, for office space at
10011 Maple Street, Omaha, Nebraska 68134.

49. Lease to West Interactive Corporation, as lessee, for office space at
4015 S. 132nd Street, Omaha, Nebraska 68137.

50. Lease to West Telemarketing Corporation, as lessee, for office space at
11626 Nicholas Street, Omaha, Nebraska 68154.

51. Lease to West Telemarketing Corporation, as lessee, for office space at
10614 Burt Street, Omaha, Nebraska 68114.

52. Lease to West Corporation (f/k/a West TeleServices Corporation), as
lessee, for office space at 11810 Nicholas Street, Omaha, Nebraska
68154.

53. Lease to West Corporation (f/k/a West TeleServices Corporation), as
lessee, for office space at 3141 and 3147 North 93rd Street, Omaha,
Nebraska 68134.

54. 11650 Miracle Hills Drive, Omaha, Douglas County, Nebraska 68154,
leased by West Corporation, as lessee, and subject to that certain
synthetic lease transaction (see Schedule 6.1(b)).

West Facilities Corporation
Lease Facility
Second Amendment

A-9

55. Lease to West Corporation (f/k/a West TeleServices Corporation), as
lessee, for space at 4645 Concord Road, Beaumont, Texas 77703.

56. Lease to West Interactive Corporation, as lessee, for space at 1425
Champa Street, Denver, Colorado 80202.

57. Lease to West Interactive Corporation, as lessee, for space at 3003
Cobb Parkway, Atlanta, Georgia 30339.

58. Lease to West Telemarketing Corporation, as lessee, for space at 2323
W. 38th Street, Unit 1A, Erie, Pennsylvania 16506.

59. Lease to West Telemarketing Corporation, as lessee, for space at 227
Fox Hill Rd., Unit D-8, Hampton, Virginia 23669.

60. Lease to West Telemarketing Corporation, as lessee, for space at 1545
South 77 Sunshine Strip, Harlingen, Texas 78550.

61. Lease to West Telemarketing Corporation, as lessee, for space at 5000
Bradford Drive, Huntsville, Alabama 35805.

62. Lease to West Telemarketing Corporation, as lessee, for space at 1331
West Memorial Road, Oklahoma City, Oklahoma 73114.

63. Lease to West Telemarketing Corporation, as lessee, for space at 1315
Financial Blvd., Reno, Nevada 89510.

64. Lease to West Telemarketing Corporation, as lessee, for space at Harlem
Alpine Center, 1975 Harlem Road, Loves Park, Illinois 61111.

65. Lease to West Telemarketing Corporation, as lessee, for Suite 100, 3810
S. 103rd East Ave., Tulsa, Oklahoma 74146.

66. Lease to West Telemarketing Corporation Outbound, as lessee, for space
at 328 Ross Clark Circle, Dothan, Alabama 36303.

67. Lease to West Telemarketing Corporation Outbound, as lessee, for space
at 55 Sunbridge Drive, Fayetteville, Arkansas 72703.

68. Lease to West Telemarketing Corporation Outbound, as lessee, for Suite
126, 3400 Rogers Ave., Fort Smith, Arkansas 72902.

69. Lease to West Telemarketing Corporation Outbound, as lessee, for Suite
210, 740 General Stewart Way, Hinesville, Georgia 31313.

70. Lease to West Telemarketing Corporation Outbound, as lessee, for space
at 703 Swanner Loop, Killeen, Texas 76543.

71. Lease to West Interactive Corporation, as lessee, for space at 3605
Ambassador Caffery Pkwy., Lafayette, Louisiana 70503.

72. Lease to West Telemarketing Corporation Outbound, as lessee, for space
at 1910 West Loop 289, Lubbock, Texas 70407.

West Facilities Corporation
Lease Facility
Second Amendment

A-10

72. Lease to West Telemarketing Corporation Outbound, as lessee, for Suite
100, 1800 South Main Street, McAllen, Texas 78503.

74. Lease to West Telemarketing Corporation Outbound, as lessee, for space
at 3262 Dauphin, Mobile, Alabama 36606.

75. Lease to West Telemarketing Corporation Outbound, as lessee, for the
5th Floor, 3800 E. 42nd Street, Odessa, Texas 79762.

76. Lease to West Telemarketing Corporation Outbound, as lessee, for Suite
3, 119 Hamilton Park Drive, Tallahassee, Florida 32304.

77. Lease to Attention, LLC, as lessee, for space at 3432 Jefferson Ave.,
Texarkana, Arkansas 78124 pursuant to that Assignment of Lease from
West Telemarketing Corporation Outbound.

78. Lease to West Telemarketing Corporation Outbound, as lessee, for space
at 2103 Universal City Blvd., Universal City, Texas 78148.

79. Lease to West Telemarketing Corporation Outbound, as lessee, for Suite
L, 7524 Bosque Blvd., Waco, Texas 76712.

80. Lease to Tel Mark Sales, Inc., as lessee, for space at 100 West College
Avenue, Appleton, Wisconsin 54911.

81. Lease to Tel Mark Sales, Inc., as lessee, for space at 1111 E. South
River Street, Appleton, Wisconsin 54915.

82. Lease to Attention, LLC, as lessee, for space at 1000 N. Travis Street,
Sherman, Texas 75090.

83. Lease to Attention, LLC, as lessee, for Suite 300, 5300 Oakbrook
Parkway, Norcross, Georgia 30093.

84. Lease to Attention, LLC, as lessee, for space at 220 A North Sunset
Blvd., Sherman, Texas 75092.

85. Lease to Dakotah Direct II, LLC, as lessee, for space at S. 4300 Geiger
Blvd., Spokane, Washington 99224.

86. Lease to Dakotah Direct II, LLC, as lessee, for space at 101 Sherman
Avenue, Coeur d' Alene, Idaho 83814.

87. Lease to Dakotah Direct II, LLC, as lessee, for space at 157 South
Howard Street, Spokane, Washington 99201.

88. Lease to Dakotah Direct II, LLC, as lessee, for space at 5615 Dunbarton
Ave., Pasco, Washington 99301.

89. Lease to Dakotah Direct II, LLC, as lessee, for space at 9317 E. Sinto,
Spokane, Washington 99206.

90. Lease to West Telemarketing Canada, ULC, as lessee, for space at 2261
Keating X Road, Saanichton, BC V8M 2A5.

91. Lease to West Telemarketing Corporation, as lessee, for space at 7850
Anselmo Lane, Baton Rouge, Louisiana 70810.

92. Lease to West Telemarketing Corporation Outbound, as lessee, for space
at 1223 Lee Trevino Dr., El Paso, Texas 79907.

93. Lease to InterCall, Inc., as lessee, for Suite 202, 1804 Embarcadero
Road, Palo Alto, California.

West Facilities Corporation
Lease Facility
Second Amendment

A-11

94. Lease to InterCall, Inc., as lessee, for Office #'s 527, 534 and 539
located at 8300 Boone Blvd., Suite 500, Vienna, Virginia 22182.

95. Lease to InterCall, Inc., as lessee, for Office #'s 164, 165, 167 and
171 located at 1750 Montgomery Street, San Francisco, California 94111.

96. Lease to Scherer Communications, Inc. (assumed by ConferenceCall.com,
Inc. through 12/31/03 merger), as lessee, for Suites 214, 224 and 226
located at 1445 MacArthur Drive, Carrollton, Texas 75007.

97. Lease to Scherer Communications, Inc. (assumed by ConferenceCall.com,
Inc. through 12/31/03 merger), as lessee, for Suite 212 located at 1445
MacArthur Drive, Carrollton, Texas 75007.

98. Lease to Scherer Communications, Inc. (assumed by ConferenceCall.com,
Inc. through 12/31/03 merger), as lessee, for Suite 2670 located at the
Univision Center, Dallas, Texas 75201.

West Facilities Corporation
Lease Facility
Second Amendment

A-12

Schedule 4

Chief Executive Offices

West Corporation
11808 Miracle Hills Drive
Omaha, Nebraska 68154

West Telemarketing Corporation
11808 Miracle Hills Drive
Omaha, Nebraska 68154

Northern Contact, Inc.
11808 Miracle Hills Drive
Omaha, Nebraska 68154

West Telemarketing Corporation II
11808 Miracle Hills Drive
Omaha, Nebraska 68154

West Telemarketing Corporation Outbound
10931 Laureate Drive Suite 7140
San Antonio, Texas 78249

Dakotah Direct II, L.L.C.
2850 West Golf Road, 5th Floor
Rolling Meadows, Illinois 60008

West Interactive Corporation
11808 Miracle Hills Drive
Omaha, Nebraska 68154

West Facilities Corporation
11808 Miracle Hills Drive
Omaha, Nebraska 68154

West Direct, Inc.
11808 Miracle Hills Drive
Omaha, Nebraska 68154

Attention, LLC
5300 Oakbrook Parkway Suite 300
Norcross, GA 30093

Tel Mark Sales, Inc.
1111 E. South River Street
Appleton, WI 54915

InterCall, Inc.

West Facilities Corporation
Lease Facility
Second Amendment

A-13

1239 O.G. Skinner Drive
West Point, Georgia 31833

InterCall Australia Pty. Ltd.
Level 8, 155 George Street
Sydney, New South Wales, Australia

InterCall Singapore Pte. Ltd.
80 Raffles Place
#35-23 OB Plaza 1
Singapore, China

InterCall Conferencing Services Limited
Second Floor
Topeka House
Barnwood, Gloucester, UK

InterCall New Zealand Limited
Level 10 Telecom House
8 Hereford Street
Auckland 1003, New Zealand

InterCall, Inc. (Canada)
10117 Jasper Ave. Suite 520
Edmonton, Alberta
T5J 1 W8
Canada

InterCall Telecom Ventures, LLC
3300 20th Avenue
Valley, Alabama 36854

InterCall Hong Kong Pty. Ltd.
1318 Two Pacific Place
88 Queensway
Hong Kong

InterCall Asia Pacific Holdings Pty. Ltd.
Level 8, 155 George Street
Sydney, New South Wales, Australia

ConferenceCall.com, Inc.
1445 MacArthur Drive, Suite 226
Carrollton, Texas 75007

West Facilities Corporation
Lease Facility
Second Amendment

A-14

Schedule 5

Labor Matters

None.

West Facilities Corporation
Lease Facility
Second Amendment
A-15

Schedule 6

Indebtedness

1. Indebtedness of West Corporation not exceeding $12,000,000.00 in the
aggregate pursuant to that certain Mortgage Loan, by and between West
Corporation and First National Bank of Omaha, dated as of January 30,
1998, as amended as of March 8, 2002.

2. Indebtedness in an aggregate principal amount not to exceed
$325,000,000.00 (increased, pursuant to a subsequent amendment, to
$450,000,000.00) under that certain Credit Agreement, dated as of the
Closing Date, by and among West Corporation, as borrower, the domestic
subsidiaries of West Corporation party thereto, as guarantors, Wachovia
Bank, National Association, as administrative agent and syndication
agent, Bank of America, N.A. and BNP Paribas, as co-document agents,
and the lenders party thereto, as lenders, as the same may be amended,
modified, extended, supplemented, restated and/or replaced from time to
time

3. Earn-out obligations of West Corporation pursuant to that certain
Purchase Agreement, dated as of July 23, 2002, by and among Attention,
LLC, the Sellers (as defined therein), the Sellers' Representative (as
defined therein) and West Corporation. Pursuant to the Attention, LLC
acquisition, additional consideration will be payable over the four
year period between 2004 and 2008, which will range from a minimum of
$21,500,000.00 to a maximum of $50,000,000.00 based upon Attention,
LLC's satisfaction of certain earnings objectives during the years
ending December 31, 2003 through 2007. At December 31, 2002, the
$21,500,000.00 minimum payment was accrued.

4. Earn-out obligations of West Corporation pursuant to that certain Stock
Purchase Agreement, dated as of December 7, 2001, by and between West
Corporation and John F. Gillen, in connection with West Corporation's
purchase of Tel Mark Sales, Inc. There is a provision for a three-year
contingent earn-out with a maximum earn-out of $5,000,000.00 per year
relating to the acquisition of Tel Mark Sales, Inc. in 2002. The
earn-out obligation is based upon the acquired entity achieving certain
revenue growth objectives. Based on the revenue growth achieved by this
entity an accrual of $2,752,000.00 was recorded during fiscal year
2002.

5. As of April 30, 2003, indebtedness in the approximate aggregate amount
of $12,000,000.00 outstanding pursuant to those Equipment Leases by and
between Banc of America Leasing and Capital, LLC and West Interactive
Corporation covering certain equipment as delineated in the collateral
descriptions for the following UCC filings: #20367825 (1/22/02
Delaware), #20470405 (2/22/02 Delaware), #20842751 (4/4/02 Delaware),
#20999775 (4/23/02 Delaware) and #21646987 (7/8/02 Delaware).

6. As of April 30, 2003 indebtedness in the approximate amount of
$1,900,000.00 outstanding pursuant to that certain Equipment Lease
dated as of July 22, 2002, by and among Lombard US Equipment Finance
Corporation, West Corporation, West Interactive Corporation, West
Telemarketing Corporation, West Telemarketing Corporation Outbound and
Dakotah Direct II, LLC covering certain equipment as delineated in the
collateral descriptions for the following UCC filings: #21910276
(8/1/02 Delaware), #21910615 (8/1/02 Delaware), #21910680 (8/1/02
Delaware), #21910599 (8/1/02 Delaware) and #22175549 (8/28/02
Delaware). Please note that the only entities with outstanding
indebtedness under the Lombard Equipment Lease are West Interactive
Corporation and West Telemarketing Corporation Outbound.

7. As of April 30, 2003, indebtedness in the approximate amount of
$1,300,000.00 pursuant to that certain Equipment Lease by and between
West Telemarketing Corporation Outbound and Banc of America Leasing &
Capital, LLC covering certain equipment as delineated in the collateral
description in the following UCC filing: #11792659 (11/26/01 Delaware).

West Facilities Corporation
Lease Facility
Second Amendment

A-16

8. As of April 30, 2003, indebtedness in the approximate amount of
$300,000.00 pursuant to that certain Equipment Lease by and between
West Telemarketing Corporation Outbound and Dell Financial Services
covering certain equipment as delineated in the collateral description
in the following UCC filing: #31015273 (4/18/03 Delaware).

9. On August 9, 2002, InterCall New Zealand, Ltd. purchased certain
telecommunications equipment valued at approximately $598,000 from
Telecom New Zealand, Ltd. Payments to Telecom are due in installments,
and Telecom took a security interest in the telecommunications
equipment to secure payment.

10. Equipment Lease, dated as of November 7, 2002, by and between Sun
Microsystems Finance and InterCall, Inc. for certain office equipment.

West Facilities Corporation
Lease Facility
Second Amendment

A-17

.
.
.

WEST CORPORATIONS AND SUBSIDIARIES EXHIBIT 21.01

NAME STATE OF ORGANIZATION DBAs DBA STATE

West Corporation Delaware West Corporation (Delaware) NE
West International Corporation Delaware None
West Facilities Corporation Delaware None
West Telemarketing Corporation Delaware None
West Contact Services, Inc. Philippines None
Jamaican Agent Services Limited Jamaica None
West Telemarketing Corporation Outbound Delaware Dakotah AR, FL, GA, ID, IL, KY, NE,
TX, WA
West Telemarketing Corporation
Outbound Insurance Sales CA
West Interactive Corporation Delaware None
Attention, LLC Georgia Attention, LLC of Georgia AR, GA
West Direct, Inc. Delaware Legal Rewards CT, NE
Major Savings CT, NE
Savings Direct CT, NE
TeleConference USA CO, CT, GA, NE, TX
Tel Mark Sales, Inc. Delaware None
InterCall, Inc. Delaware Intercall Teleconferencing Inc. NJ
Intercallelevement WA
Northern Contact, Inc. Delaware None
West Telemarketing Corporation II Delaware None
West Telemarketing Canada, ULC Canada None
Dakotah Direct II, LLC Delaware None
Attention Funding Corporation Delaware None
Attention Funding Trust Delaware None
InterCall Telecom Ventures, LLC Delaware None
ConfereceCall.com, Inc. Delaware West Conferencing Services, Inc. TX
InterCall, Inc. Canada None
InterCall Australia Pty. Ltd. Australia None
InterCall Singapore Pte. Ltd. Singapore None
InterCall Hong Kong Pty. Ltd. Hong Kong None
InterCall Asia Pacific Holdings Pty. Ltd. Australia None
InterCall New Zealand Limited New Zealand None
InterCall Conferencing Services, Ltd. United Kingdom None
Legal Connect Limited United Kingdom None
InterCall Japan KK Japan None



                                                                   EXHIBIT 23.01




INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement Nos.
333-24473, 333-29353 and 333-106715 of West Corporation and subsidiaries on
Form S-8 of our reports dated February 13, 2004 (which reports express an
unqualified opinion and include an explanatory paragraph relating to the change
in accounting for goodwill and other intangible assets in connection with the
adoption of Statement of Financial Accounting Standards No. 142, Goodwill and
Other Intangible Assets, in 2002), appearing in this Annual Report on Form 10-K
of West Corporation and subsidiaries for the year ended December 31, 2003.


Deloitte & Touche LLP
Omaha, Nebraska
March 5, 2004

exv31w01

Exhibit 31.01
CERTIFICATION
I, Thomas B. Barker, certify that:

      1.     I have reviewed this report on Form 10-K of West Corporation;

      2.     Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

      3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

      4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

      a.     designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

      b.     evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

      c.     disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

      5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

      a.     all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

      b.     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ THOMAS B. BARKER

Thomas B. Barker

Chief Executive Officer

Date: March 8, 2004
exv31w02

Exhibit 31.02
CERTIFICATION
I, Paul M. Mendlik, certify that:

      1.     I have reviewed this report on Form 10-K of West Corporation;

      2.     Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

      3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

      4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

      a.     designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

      b.     evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

      c.     disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

      5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

      a.     all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

      b.     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ PAUL M. MENDLIK

Paul M. Mendlik

Executive Vice President —

Chief Financial Officer and Treasurer

Date: March 8, 2004
exv32w01

Exhibit 32.01
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Annual Report of West Corporation (the “Company”) on Form 10-K for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas B. Barker, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

      (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

      A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ THOMAS B. BARKER

Thomas B. Barker

Chief Executive Officer

March 8, 2004
exv32w02

Exhibit 32.02
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Annual Report of West Corporation (the “Company”) on Form 10-K for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul M. Mendlik, Executive Vice President — Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

      (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

      A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ PAUL M. MENDLIK

Paul M. Mendlik

Executive Vice President —

Chief Financial Officer and Treasurer

March 8, 2004


	1. I have reviewed this report on Form 10-K of West Corporation;

	2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


	a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


	5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


	a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	/s/ PAUL M. MENDLIK

	Paul M. Mendlik
	Executive Vice President —
	Chief Financial Officer and Treasurer


	(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.