<PAGE>

                                                                   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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
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
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                              <C>
         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
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
         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
</TABLE>

                                       iii

<PAGE>

<TABLE>
<CAPTION>
Schedules
---------
<S>                                 <C>
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
</TABLE>

                                       iv

<PAGE>

         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.

<PAGE>

         "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

<PAGE>

<TABLE>
<CAPTION>
                                                        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
-----     --------------       ---------------------   ----------------------   --------------
<S>      <C>                   <C>                     <C>                      <C>
  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%
</TABLE>

                  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

<PAGE>

         "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

<PAGE>

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

<PAGE>

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

<PAGE>

         "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

<PAGE>

         "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

<PAGE>

         "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

<PAGE>

         "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

<PAGE>

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

<PAGE>

                           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

<PAGE>

         "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

<PAGE>

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

<PAGE>

         "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

<PAGE>

         "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

<PAGE>

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

<PAGE>

                  (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

<PAGE>

                  (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

<PAGE>

         "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

<PAGE>

         "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

<PAGE>

         "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

<PAGE>

         "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

<PAGE>

         "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

<PAGE>

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

<PAGE>

         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

<PAGE>

         (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:

<TABLE>
<CAPTION>
Principal Amortization                             Term Loan
     Payment Date                         Principal Amortization Payment
----------------------                    ------------------------------
<S>                                       <C>
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
</TABLE>

                                       27

<PAGE>

<TABLE>
<CAPTION>
Principal Amortization                             Term Loan
     Payment Date                         Principal Amortization Payment
----------------------                    ------------------------------
<S>                                       <C>
July 31, 2006                                      $16,250,000
October 31, 2006                                   $16,250,000
January 31, 2007                                   $16,250,000
April 30, 2007                                     $16,250,000
</TABLE>

         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

<PAGE>

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

<PAGE>

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

<PAGE>

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)

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<PAGE>

         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.

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<PAGE>

         (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
<PAGE>

         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

<PAGE>

         (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

<PAGE>

         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

<PAGE>

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

<PAGE>

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;

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<PAGE>

                  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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

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

<PAGE>

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.

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<PAGE>

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

<PAGE>

         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

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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

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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

<PAGE>

         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.

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<PAGE>

         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.

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         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.

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         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:

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<PAGE>

                           (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,

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<PAGE>

                  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.

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                  (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

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<PAGE>

         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.

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<PAGE>

                  (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

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<PAGE>

         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

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         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

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                  (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

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         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,

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         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.

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         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

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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;

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                  (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.

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         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.

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         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.

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         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

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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

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         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

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         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

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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.

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         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

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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

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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

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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

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                           (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:

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     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.

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         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

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         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

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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

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         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

<PAGE>

                                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

<PAGE>

                                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

<PAGE>

                                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

<PAGE>

                                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

<PAGE>

                                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]

<PAGE>

                                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
<PAGE>

                                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

<PAGE>

                                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

<PAGE>

                                WEST CORPORATION
                                CREDIT AGREEMENT

                             U.S. BANK, N.A.

                             By: /s/ Karen Nelson
                                ---------------------------------
                             Name: Karen Nelson
                             Title: Vice President

                           [signature pages continue]

                                       5

<PAGE>

                                WEST CORPORATION
                                CREDIT AGREEMENT

                             LASALLE BANK N.A.

                             By: /s/ Don Coffin
                                ---------------------------------
                             Name: Don Coffin
                             Title: Senior Vice President

                           [signature pages continue]

                                       6

<PAGE>

                                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

<PAGE>

                                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

<PAGE>

                                WEST CORPORATION
                                CREDIT AGREEMENT

                             KEY BANK NATIONAL ASSOCIATION

                             By: /s/ Vijaya Kulkarni
                                ---------------------------------
                             Name: Vijaya Kulkarni
                             Title: Assistant Vice President

                           [signature pages continue]

                                       9

<PAGE>

                                WEST CORPORATION
                                CREDIT AGREEMENT

                             UNION BANK OF CALIFORNIA, N.A.

                             By: /s/ Mehmet Mumcuoglu
                                ---------------------------------
                             Name: Mehmet Mumcuoglu
                             Title: Vice President

                           [signature pages continue]

                                       10

<PAGE>

                                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

<PAGE>

                                WEST CORPORATION
                                CREDIT AGREEMENT

                             COMERICA BANK

                             By: /s/ Timothy O'Rourke
                                ---------------------------------
                             Name: Timothy O'Rourke
                             Title: Vice President

                           [signature pages continue]

                                       12

<PAGE>

                                WEST CORPORATION
                                CREDIT AGREEMENT

                             THE NORTHERN TRUST COMPANY

                             By: /s/ Roger McDougal
                                ---------------------------------
                             Name: Roger McDougal
                             Title: Second Vice President

                           [signature pages continue]

                                       13

<PAGE>

                                WEST CORPORATION
                                CREDIT AGREEMENT

                             COMMERCIAL FEDERAL BANK

                             By: /s/ William Honke
                                ---------------------------------
                             Name: William Honke
                             Title: Vice President

                           [signature pages continue]

                                       14

<PAGE>

                                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

<PAGE>

                                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

<PAGE>

                                WEST CORPORATION
                                CREDIT AGREEMENT

                             MALAYAN BANKING BERHAD

                             By: /s/ Wan Fadzmi Othman
                                ---------------------------------
                             Name: Wan Fadzmi Othman
                             Title: General Manager

                                       17