<PAGE>
                                                                   EXHIBIT 10.21

                      SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of January 22, 2004
(this "Second Amendment"), is entered into by and among WEST CORPORATION, a
Delaware corporation (the "Borrower"), certain Domestic Subsidiaries of the
Borrower as Guarantors (the "Guarantors" and together with the Borrower, the
"Credit Parties"), the Required Lenders identified on the signature pages hereto
and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders
(the "Administrative Agent").

                               W I T N E S S E T H

         WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the
Lenders are parties to that certain Credit Agreement dated as of May 9, 2003 (as
previously amended and modified and as further amended, modified, supplemented
or restated from time to time, the "Credit Agreement"; capitalized terms used
herein shall have the meanings ascribed thereto in the Credit Agreement unless
otherwise defined herein);

         WHEREAS, the Borrower has requested certain amendments to the Credit
Agreement, including a $125 million increase to the Aggregate Revolving
Committed Amount; and

         WHEREAS, the Required Lenders have agreed to the amendments requested
by the Borrower, subject to the terms and conditions set forth herein.

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

                                    SECTION 1

                                   AMENDMENTS

         1.1      New Definition. Section 1.1 of the Credit Agreement is hereby
amended by the addition of the following definition thereto in the appropriate
alphabetical order:

         "Second Amendment Effective Date" shall mean January 22, 2004.

         1.2      Consolidated EBITDA. The definition of "Consolidated EBITDA"
set forth in Section 1.1 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:

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                  "Consolidated EBITDA" shall mean, as of any date for the four
         fiscal quarter period ending on such date with respect to the
         Consolidated Group on a consolidated basis, the sum of (a) Consolidated
         Net Income, plus (b) an amount which, in the determination of
         Consolidated Net Income, has been deducted for (i) Consolidated
         Interest Expense, (ii) total federal, state, local and foreign income,
         value added and similar taxes, (iii) depreciation and amortization
         expense, all as determined in accordance with GAAP and (iv) non-cash
         charges relating to equity and other performance-related compensation,
         including stock options; provided that Consolidated EBITDA shall
         include add-backs relating to the Acquisition made prior to the Second
         Amendment Effective Date, as calculated by the Administrative Agent.
         Notwithstanding the above, Consolidated EBITDA shall be (A) $70,952,000
         for the fiscal quarter ending March 31, 2003, (B) $65,803,000 for the
         fiscal quarter ending June 30, 2003 and (C) $67,108,000 for the fiscal
         quarter ending September 30, 2003.

         1.3      Permitted Acquisition. The definition of "Permitted
Acquisition" set forth in Section 1.1 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                  "Permitted Acquisition" shall mean an acquisition or any
         series of related acquisitions by a Credit Party of the assets or all
         of the Capital Stock of a Person or any division, line of business or
         other business unit of a Person (such Person or such division, line of
         business or other business unit of such Person referred to herein as
         the "Target"), in each case that is in the same line of business (or
         assets used in the same line of business) as the Credit Parties and
         their Subsidiaries or whereby a substantial portion of the acquired
         business relies upon automated transactions, telephone representatives
         or telephony technology, so long as (a) no Default or Event of Default
         shall then exist or would exist after giving effect thereto; (b) the
         Credit Parties shall demonstrate to the reasonable satisfaction of the
         Administrative Agent that the Credit Parties will be in compliance on a
         pro forma basis with all of the terms and provisions of the financial
         covenants set forth in Section 5.9; (c) the Administrative Agent, on
         behalf of the Lenders, shall have received (or shall receive in
         connection with the closing of such acquisition) a first priority
         perfected security interest in all of the Capital Stock acquired with
         respect to the Target and the Target, if a Person, shall have executed
         a Joinder Agreement in accordance with the terms of Section 5.10; (d)
         such acquisition is not a "hostile" public company acquisition and has
         been approved by the Board of Directors and/or shareholders of the
         applicable Credit Party and the public company Target; (e) after giving
         effect to such acquisition, the sum of (i) the unused availability
         under the Aggregate Revolving Committed Amount plus (ii) the Cash and
         Cash Equivalents held by the Credit Parties plus (iii) the unused
         borrowing availability under any securitization facility of the Credit
         Parties is greater than or equal to $10,000,000; and (f) with respect
         to any acquisition where the total consideration shall be (i) greater
         than $50,000,000 and less than or equal to $100,000,000, the Borrower
         shall have delivered to the Administrative Agent and each of the
         Lenders not more than thirty (30) days after the consummation of such
         acquisition a reasonably detailed description of the material terms

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         of such acquisition (including, without limitation, the purchase price
         and method and structure of payment) and of each Target and (ii)
         greater than $100,000,000, the Borrower shall have delivered to the
         Administrative Agent and each of the Lenders not less than ten (10)
         Business Days prior to the consummation of such acquisition (A) a
         reasonably detailed description of the material terms of such
         acquisition (including, without limitation, the purchase price and
         method and structure of payment) and of each Target, (B) audited
         financial statements of the Target, or company-prepared financial
         statements that have been certified by the Target, for the Target's two
         (2) most recent fiscal years and unaudited fiscal year-to-date
         statements for the most recent interim periods, which financial
         statements shall be consistent with any financial statements filed with
         the Securities and Exchange Commission in connection with such
         acquisition and (C) a certificate, in form and substance reasonably
         satisfactory to the Administrative Agent, executed by a Responsible
         Officer of the Borrower (1) certifying that such Permitted Acquisition
         complies with the requirements of this Credit Agreement and (2)
         demonstrating compliance with subsections (b) and (e) of this
         definition; provided, however, that an acquisition of a Target that is
         not incorporated, formed or organized in the United States (a "Foreign
         Target") shall only qualify as a Permitted Acquisition if each of the
         other requirements set forth in this definition shall have been
         satisfied and the total consideration for all such Foreign Targets does
         not exceed $50,000,000 in the aggregate during the term of this Credit
         Agreement.

         1.4      Permitted Investments. The definition of "Permitted
Investments" set forth in Section 1.1 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

         "Permitted Investments" shall mean:

                  (i) cash and Cash Equivalents;

                  (ii) receivables owing to the Borrower or any of its
         Subsidiaries or any receivables and advances to suppliers, in each case
         if created, acquired or made in the ordinary course of business and
         payable or dischargeable in accordance with customary trade terms;

                  (iii) investments in and loans to any Credit Parties;

                  (iv) investments in and loans to domestic subsidiaries of the
         Borrower that are not Guarantors solely for the purpose of purchasing
         third party debt obligations; provided that the aggregate amount of
         investments and loans made pursuant to this clause (iv), together with
         the aggregate amount of Indebtedness incurred pursuant to Section
         6.1(d)(iii), shall not exceed $50,000,000 at any time outstanding;

                  (v) investments in and loans to subsidiaries of the Borrower
         that are not Guarantors (other than investments and loans pursuant to
         clause (iv) above); provided

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         that the aggregate amount of such investments and loans, together with
         the aggregate amount of Indebtedness incurred pursuant to Section
         6.1(d)(iv), shall not exceed $25,000,000 at any time outstanding;

                  (vi) loans and advances to employees (other than any officer
         or director) of the Borrower or its Subsidiaries in an aggregate amount
         not to exceed $1,000,000 at any time outstanding;

                  (vii) investments (including debt obligations) received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (viii) investments, acquisitions or transactions permitted
         under Section 6.4(b);

                  (ix) the Borrower may enter into Hedging Agreements to the
         extent permitted pursuant to Section 6.1; and

                  (x) Permitted Acquisitions.

         As used herein, "investment" shall mean all investments, in cash or by
         delivery of property made, directly or indirectly in, to or from any
         Person, whether by acquisition of shares of Capital Stock, property,
         assets, indebtedness or other obligations or securities or by loan
         advance, capital contribution or otherwise.

         1.5      Permitted Liens. The definition of "Permitted Liens" set forth
in Section 1.1 of the Credit Agreement is hereby amended by the addition of the
following clause (xiii) and the redesignation of the existing clause (xiii) as
clause "(xiv)":

                  (xiii) Liens arising in connection with accounts receivable
         securitizations; and

         1.6      Aggregate Revolving Committed Amount. Section 2.1 of the
Credit Agreement is hereby amended by deleting the figure "ONE HUNDRED
TWENTY-FIVE MILLION DOLLARS ($125,000,000)" and inserting the figure "TWO
HUNDRED FIFTY MILLION DOLLARS ($250,000,000)" in substitution thereof.

         1.7      Equity Issuances. Section 2.7(b)(iii) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

                  (iii) Equity Issuances. The Borrower shall prepay the Loans in
         an aggregate amount equal to twenty-five percent (25%) of the Net Cash
         Proceeds of any Equity Issuance (any such prepayment to be applied as
         set forth in clause (iv) below); provided, however, that the following
         shall not be subject to such mandatory prepayment requirements: (A)
         Equity Issuances constituting stock option exercises; (B) Equity

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         Issuances consummated in connection with employee stock plans; (C)
         Equity Issuances consummated in connection with Permitted Acquisitions;
         and (D) Equity Issuances consummated in connection with restricted
         Capital Stock issued by the Borrower in substitution for
         performance-based earnout payments due in connection with Permitted
         Acquisitions or acquisitions consummated prior to the date hereof.

         1.8      Indebtedness. Section 6.1 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

                  Section 6.1       Indebtedness.

                  The Borrower will not, nor will it permit any Subsidiary to,
         contract, create, incur, assume or permit to exist any Indebtedness,
         except:

                           (a) Indebtedness arising or existing under this
                  Credit Agreement and the other Credit Documents;

                           (b) Indebtedness of the Borrower and its Subsidiaries
                  existing as of the Closing Date as referenced in the financial
                  statements referenced in Section 3.1 (and set out more
                  specifically in Schedule 6.1(b)) hereto and renewals,
                  refinancings or extensions thereof in a principal amount not
                  in excess of that outstanding as of the date of such renewal,
                  refinancing or extension;

                           (c) Indebtedness of the Borrower and its Subsidiaries
                  incurred after the Closing Date consisting of Capital Leases
                  or Indebtedness incurred to provide all or a portion of the
                  purchase price or cost of construction of an asset provided
                  that (i) such Indebtedness when incurred shall not exceed the
                  purchase price or cost of construction of such asset; (ii) no
                  such Indebtedness shall be refinanced for a principal amount
                  in excess of the principal balance outstanding thereon at the
                  time of such refinancing; and (iii) the total principal amount
                  of all such Indebtedness shall not exceed $25,000,000 at any
                  time outstanding;

                           (d) Unsecured intercompany Indebtedness (i) among the
                  Credit Parties, (ii) among Foreign Subsidiaries, (iii) owing
                  from domestic subsidiaries of the Borrower that are not
                  Guarantors to Credit Parties, which Indebtedness is solely for
                  the purpose of purchasing third party debt obligations;
                  provided that the aggregate principal amount of Indebtedness
                  incurred pursuant to this clause (iii), together with the
                  aggregate amount of investments and loans made pursuant to
                  clause (iv) of the definition of Permitted Investments, shall
                  not exceed $50,000,000 at any time outstanding, and (iv) owing
                  from subsidiaries of the Borrower that are not Guarantors to
                  Credit Parties (other than Indebtedness incurred pursuant to
                  clause (iii) above); provided that the aggregate principal
                  amount of Indebtedness incurred pursuant to this clause (iv),
                  together with the aggregate amount of investments and loans
                  made pursuant to clause (v) of the

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                  definition of Permitted Investments, shall not exceed
                  $25,000,000 at any time outstanding;

                           (e) Secured intercompany Indebtedness among the
                  Borrower and its Subsidiaries in a principal amount not to
                  exceed $25,000,000 in the aggregate at any time outstanding;
                  provided that, to the extent a Credit Party and a Subsidiary
                  that is not a Credit Party are parties to such intercompany
                  Indebtedness arrangement, such Credit Party shall be the
                  secured party;

                           (f) Indebtedness and obligations owing under Hedging
                  Agreements relating to the Loans hereunder and other Hedging
                  Agreements entered into in order to manage existing or
                  anticipated interest rate, exchange rate or commodity price
                  risks and not for speculative purposes;

                           (g) Indebtedness and obligations of Credit Parties
                  owing under documentary letters of credit for the purchase of
                  goods or other merchandise (but not under standby, direct pay
                  or other letters of credit except for the Letters of Credit
                  hereunder) generally in an aggregate principal amount not to
                  exceed $25,000,000 at any time outstanding;

                           (h) Guaranty Obligations in respect of Indebtedness
                  of a Credit Party to the extent such Indebtedness is permitted
                  to exist or be incurred pursuant to this Section 6.1;

                           (i) Indebtedness of the Borrower and its Subsidiaries
                  arising under any Synthetic Leases (other than Indebtedness
                  under the Operative Agreements set out on Schedule 6.1(b))
                  that is pari passu with or subordinated to the Credit Party
                  Obligations in a principal amount not to exceed $25,000,000 in
                  the aggregate at any time outstanding;

                           (j) Indebtedness of the Borrower and its Subsidiaries
                  consisting of unsecured earnout obligations incurred in
                  connection with Permitted Acquisitions in a principal amount
                  not to exceed $50,000,000 in the aggregate at any time
                  outstanding;

                           (k) Indebtedness (other than revolving credit
                  facilities exceeding $50,000,000 in the aggregate and any
                  Synthetic Leases) of the Borrower and its Subsidiaries that is
                  pari passu with or subordinated to the Credit Party
                  Obligations in an aggregate principal amount not to exceed
                  $300,000,000 at any time outstanding;

                           (l) Indebtedness of the Borrower and its Subsidiaries
                  relating to any accounts receivable securitization transaction
                  or transactions; provided that the

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                  principal amount of such Indebtedness does not exceed
                  $100,000,000 in the aggregate at any time outstanding; and

                           (m) other Indebtedness of the Borrower and its
                  Subsidiaries; provided that such Indebtedness is non-recourse
                  to the Borrower or any of its Subsidiaries and the principal
                  amount of such Indebtedness does not exceed $100,000,000 in
                  the aggregate at any time outstanding.

         1.9      Accounts Receivable Asset Sales. Section 6.4(a) to the Credit
Agreement is hereby amended by the addition of the word "and" at the end of
subsection (a)(v) and the addition of the following new subsection (a)(vi):

                  (vi) the sale, transfer, contribution, conveyance or other
         disposition of accounts receivable and associated collateral, lockbox
         and other collection accounts, records and/or proceeds in connection
         with any accounts receivable securitization;

         1.10     Advances, Investments and Loans. Section 6.5 of the Credit
Agreement is hereby amended by the insertion of the phrase "or to the extent
permitted by Section 6.1" at the end of such Section.

         1.11     Schedule of Lenders and Commitments. Schedule 2.1(a) to the
Credit Agreement is hereby amended and restated in its entirety to read as set
forth on Annex A attached hereto.

                                    SECTION 2

                               CLOSING CONDITIONS

         2.1      Closing Conditions.

         This Second Amendment shall become effective as of the date hereof upon
satisfaction of the following conditions (in form and substance reasonably
acceptable to the Administrative Agent):

                  (a) Executed Amendment. Receipt by the Administrative Agent of
         a copy of this Second Amendment duly executed by each of the Credit
         Parties and the Required Lenders.

                  (b) Resolutions. Receipt by the Administrative Agent of copies
         of resolutions of the Board of Directors of each of the Credit Parties
         approving and adopting this Second Amendment, the transactions
         contemplated herein and authorizing execution and delivery hereof,
         certified by a secretary or assistant secretary of such Credit Party to
         be true and correct and in force and effect as of the date hereof.

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                  (c) Incumbency Certificate. Receipt by the Administrative
         Agent of an incumbency certificate with respect to each of the Credit
         Parties.

                  (d) Legal Opinions of Counsel. The Administrative Agent shall
         have received opinions of legal counsel for the Credit Parties, dated
         the as of the date hereof and addressed to the Administrative Agent and
         the Lenders, which opinions shall provide, among other things, that the
         execution and delivery of this Second Amendment by the Credit Parties
         and the consummation of the transactions contemplated hereby will not
         violate the corporate instruments and material agreements of the Credit
         Parties, and shall otherwise be in form and substance acceptable to the
         Administrative Agent and the Lenders.

                  (e) Material Adverse Event. Since the Closing Date, there
         shall have been no change or occurrence which could reasonably be
         expected to have a Material Adverse Effect.

                  (f) Litigation. There shall not exist any pending or
         threatened litigation or investigation affecting or relating to the
         Borrower or any of its Subsidiaries, the Credit Agreement or the other
         Credit Documents that in the reasonable judgment of the Administrative
         Agent and Lenders could materially adversely affect the Borrower and
         its Subsidiaries, taken as a whole, or the Credit Agreement or the
         other Credit Documents, that has not been settled, dismissed, vacated,
         discharged or terminated prior to the date hereof.

                  (g) Officer's Certificate. The Administrative Agent shall have
         received a certificate executed by a responsible officer of the
         Borrower as of the date hereof stating that immediately after giving
         effect to this Second Amendment and all the transactions contemplated
         to occur on the date hereof, (A) no Default or Event of Default exists,
         (B) all representations and warranties contained in the Second
         Amendment and in the Credit Agreement and the other Credit Documents
         (except those which expressly relate to an earlier date) are true and
         correct, and (C) the Credit Parties are in compliance with each of the
         financial covenants set forth in Section 5.9 to the Credit Agreement on
         a pro forma basis.

                  (h) Consents. The Administrative Agent shall have received
         evidence that all governmental, shareholder and material third party
         consents and approvals necessary in connection with this Second
         Amendment and other transactions contemplated hereby have been obtained
         and all applicable waiting periods have expired without any action
         being taken by any authority that could restrain, prevent or impose any
         material adverse conditions on such transactions or that could seek or
         threaten any of such transactions.

                  (i) Fees. Receipt by the Administrative Agent of all
         reasonable fees and expenses of the Administrative Agent in connection
         with the preparation, execution and

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         delivery of this Second Amendment, including, without limitation, the
         reasonable fees and expenses of Moore & Van Allen PLLC.

SECTION 3

MISCELLANEOUS

         3.1      Amended Terms. The term "Credit Agreement" as used in each of
the Credit Documents shall hereafter mean the Credit Agreement as amended by
this Second Amendment. Except as specifically amended or modified hereby or
otherwise agreed, the Credit Agreement is hereby ratified and confirmed and
shall remain in full force and effect according to its terms.

         3.2      Representations and Warranties of the Borrower. Each of the
Credit Parties represents and warrants to the Lenders as follows:

                  (a) It has taken all necessary action to authorize the
         execution, delivery and performance of this Second Amendment.

                  (b) This Second Amendment has been duly executed and delivered
         by such Person and constitutes such Person's legal, valid and binding
         obligations, enforceable in accordance with its terms, except as such
         enforceability may be subject to (i) bankruptcy, insolvency,
         reorganization, fraudulent conveyance or transfer, moratorium or
         similar laws affecting creditors' rights generally and (ii) general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding at law or in equity).

                  (c) No consent, approval, authorization or order of, or
         filing, registration or qualification with, any court or Governmental
         Authority or third party is required in connection with the execution,
         delivery or performance by such Person of this Second Amendment.

                  (d) The representations and warranties of such Person set
         forth in Article III of the Credit Agreement are, subject to the
         limitations set forth therein, true and correct in all material
         respects as of the date hereof (except for those which expressly relate
         to an earlier date).

         3.3      Reaffirmation of Credit Party Obligations. Each Credit Party
hereby ratifies the Credit Agreement (as amended by this Second Amendment) and
acknowledges and reaffirms (a) that it is bound by all terms of the Credit
Agreement (as amended by this Second Amendment) applicable to it and (b) that it
is responsible for the observance and full performance of its respective Credit
Party Obligations.

         3.4      Credit Document.  This Second Amendment shall constitute a
Credit Document under the terms of the Credit Agreement.

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         3.5      Expenses. The Borrower agrees to pay all reasonable costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Second Amendment, including, without limitation,
the reasonable fees and expenses of Moore & Van Allen, PLLC, and all previously
incurred fees and expenses which remain outstanding on the date hereof.

         3.6      Entirety. This Second Amendment and the other Credit Documents
embody the entire agreement between the parties hereto and supersede all prior
agreements and understandings, oral or written, if any, relating to the subject
matter hereof.

         3.7      Counterparts/Telecopy. This Second Amendment may be executed
in any number of counterparts, each of which when so executed and delivered
shall be an original, but all of which shall constitute one and the same
instrument. Delivery of executed counterparts of the Second Amendment by
telecopy shall be effective as an original and shall constitute a representation
that an original shall be delivered.

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

         3.9      Consent to Jurisdiction; Service of Process; Waiver of Jury
Trial. The jurisdiction, services of process and waiver of jury trial provisions
set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby
incorporated by reference, mutatis mutandis.

         3.10     Further Assurances. The Credit Parties agree to promptly take
such action, upon the request of the Administrative Agent, as is reasonably
necessary to carry out the intent of this Second Amendment.

                            [Signature Pages Follow]

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         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Second Amendment to be duly executed under seal and delivered as of the
date and year first above written.

BORROWER:                           WEST CORPORATION,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

GUARANTORS:                         WEST TELEMARKETING CORPORATION,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    WEST TELEMARKETING CORPORATION II,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    WEST TELEMARKETING CORPORATION OUTBOUND, a
                                    Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    DAKOTAH DIRECT II, L.L.C.,
                                    a Delaware limited liability company
                                    By:    West Telemarketing Corporation
                                           Outbound, Its Member

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    WEST INTERACTIVE CORPORATION,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                       11
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GUARANTORS CONT.:                   WEST FACILITIES CORPORATION,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    WEST DIRECT, INC.,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Treasurer

                                    NORTHERN CONTACT, INC.,
                                    a Delaware limited liability company

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    TEL MARK SALES, INC.,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    INTERCALL, INC.,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                       12
<PAGE>


GUARANTORS CONT.:                   INTERCALL TELECOM VENTURES, LLC,
                                    a Delaware limited liability company

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                    ATTENTION, LLC,
                                    a Delaware limited liability company

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Manager

                                    CONFERENCECALL.COM, INC.,
                                    a Delaware corporation

                                    By: /s/ Paul M. Mendlik
                                        ----------------------------------------
                                    Name: Paul M. Mendlik
                                    Title: Chief Financial Officer

                                       13
<PAGE>


AGENT AND LENDERS:                  WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as Administrative Agent, Issuing Lender,
                                    Swingline Lender and as a Lender

                                    By:/s/ Michael Romanzo
                                       -----------------------------------------
                                    Name: Michael Romanzo
                                    Title: Vice President

                           [signature pages continue]

                                       14
<PAGE>


                                    WELLS FARGO BANK NATIONAL ASSOCIATION

                                    By: /s/ Daniel A. Toll
                                        ----------------------------------------
                                    Name: Daniel A. Toll
                                    Title: Vice President

                           [signature pages continue]

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                                    BANK OF AMERICA, N.A.

                                    By: /s/ Steven K. Kessler
                                        ----------------------------------------
                                    Name: Steven K. Kessler
                                    Title: Senior Vice President

                           [signature pages continue]

                                       16
<PAGE>


                                    BNP PARIBAS

                                    By: /s/ Peter C. Labrie
                                        ----------------------------------------
                                    Name: Peter C. Labrie
                                    Title: Central Region Manager

                                    By: /s/ Barbara V. Rivera
                                        ----------------------------------------
                                    Name: Barbara V. Rivera
                                    Title: Vice President

                           [signature pages continue]

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<PAGE>


                                    U.S. BANK, N.A.

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

                           [signature pages continue]

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                                    LASALLE BANK NATIONAL ASSOCIATION

                                    By: /s/ Lezlee Schutty
                                        ----------------------------------------
                                    Name: Lezlee Schutty
                                    Title: Commercial Loan Officer

                           [signature pages continue]

                                       19
<PAGE>


                                    THE BANK OF NOVA SCOTIA

                                    By: /s/ Dan Cameron
                                        ----------------------------------------
                                    Name: Dan Cameron
                                    Title: Director

                                    By: /s/ Christopher Johnson
                                        ----------------------------------------
                                    Name: Christopher Johnson
                                    Title: Managing Director

                           [signature pages continue]

                                       20
<PAGE>


                                    FIRST NATIONAL BANK OF OMAHA

                                    By: /s/ Mark A. Baratta
                                        ----------------------------------------
                                    Name: Mark A. Baratta
                                    Title: Vice President

                           [signature pages continue]

                                       21
<PAGE>


                                    KEY BANK NATIONAL ASSOCIATION

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

                           [signature pages continue]

                                       22
<PAGE>


                                    UNION BANK OF CALIFORNIA, N.A.

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

                           [signature pages continue]

                                       23
<PAGE>


                                    UNITED OVERSEAS BANK LIMITED,
                                    NEW YORK AGENCY

                                    By: /s/ Kwong Yew Wong
                                        ----------------------------------------
                                    Name: Kwong Yew Wong
                                    Title: Agent & General Manager

                                    By: /s/ Philip Cheong
                                        ----------------------------------------
                                    Name: Philip Cheong
                                    Title: Vice President & Deputy General
                                    Manager

                           [signature pages continue]

                                       24
<PAGE>


                                    COMERICA BANK

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

                           [signature pages continue]

                                       25
<PAGE>


                                    THE NORTHERN TRUST COMPANY

                                    By: /s/ Mark E. Taylor
                                        ----------------------------------------
                                    Name: Mark E. Taylor
                                    Title: Vice President

                           [signature pages continue]

                                       26
<PAGE>


                                    COMMERCIAL FEDERAL BANK

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

                           [signature pages continue]

                                       27
<PAGE>


                                    RZB FINANCE LLC, CONNECTICUT OFFICE

                                    By: /s/ Astrid Wilke
                                        ----------------------------------------
                                    Name: Astrid Wilke
                                    Title: Vice President

                                    By: /s/ Elisabeth Hirst
                                        ----------------------------------------
                                    Name: Elisabeth Hirst
                                    Title: Assistant Vice President

                                       28
<PAGE>


                                                                         Annex A
                                                             to Second Amendment

                                 Schedule 2.1(a)

                             SCHEDULE OF LENDERS AND
                                   COMMITMENTS

<TABLE>
<CAPTION>
                                                      Revolving      Revolving          LOC           LOC
                                                      Committed      Commitment      Committed     Commitment
                     Lender                             Amount       Percentage        Amount      Percentage
------------------------------------------------   --------------   -----------    -------------   ----------
<S>                                                <C>              <C>            <C>             <C>
Wachovia Bank, National Association                $22,307,692.33    8.9230769%    $  892,307.69    8.9230769%
BNP Paribas                                        $27,676,923.08   11.0707692%    $1,107,076.92   11.0707692%
Wells Fargo Bank National Association              $22,107,692.31    8.8430769%    $  884,307.69    8.8430769%
LaSalle Bank N.A.                                  $22,953,846.15    9.1815385%    $  918,153.85    9.1815385%
U.S. Bank, N.A.                                    $23,130,769.23    9.2523077%    $  925,230.77    9.2523077%
Bank of America, N.A.                              $19,369,230.77    7.7476923%    $  774,769.23    7.7476923%
The Bank of Nova Scotia                            $18,653,846.15    7.4615385%    $  746,153.85    7.4615385%
United Overseas Bank Limited, New York Agency      $17,692,307.69    7.0769231%    $  707,692.31    7.0769231%
Key Bank National Association                      $15,192,307.69    6.0769231%    $  607,692.31    6.0769231%
Union Bank of California, N.A.                     $14,692,307.69    5.8769231%    $  587,692.31    5.8769231%
First National Bank of Omaha                       $13,792,307.69    5.5169231%    $  551,692.31    5.5169231%
Comerica Bank                                      $ 8,084,615.38    3.2338462%    $  323,384.62    3.2338462%
The Northern Trust Company                         $ 6,846,153.85    2.7384615%    $  273,846.15    2.7384615%
Malayan Banking Berhad                             $ 6,346,153.85    2.5384615%    $  253,846.15    2.5384615%
Commercial Federal Bank                            $ 5,384,615.38    2.1538462%    $  215,384.62    2.1538462%
RZB Finance LLC, Connecticut Office                $ 2,884,615.38    1.1538462%    $  115,384.62    1.1538462%
E. Sun Commercial Bank, Ltd., Los Angeles Branch   $ 2,884,615.38    1.1538462%    $  115,384.62    1.1538462%
                                                   --------------   ----------     -------------   ----------
Total:                                             $  250,000,000          100%    $  10,000,000          100%
                                                   ==============   ==========     =============   ==========
</TABLE>

                                       29