<PAGE>
                                                                   EXHIBIT 10.23

                                 FIRST AMENDMENT
                   TO CERTAIN OPERATIVE AGREEMENTS AND WAIVER

         THIS FIRST AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS AND WAIVER, dated
as of October 31, 2003 (this "First Amendment"), is entered into by and among
WEST FACILITIES CORPORATION, a Delaware corporation (the "Lessee"), WEST
CORPORATION, a Delaware corporation ("West Corp."), and the various entities
which are parties to the Participation Agreement (hereinafter defined) from time
to time as guarantors (individually, a "Guarantor" and collectively, the
"Guarantors"), WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation
(the "Borrower" or the "Lessor"); the various banks and other lending
institutions which are parties to the Participation Agreement from time to time
as lenders (subject to the definition of Lenders in Appendix A to the
Participation Agreement, individually, a "Lender" and collectively, the
"Lenders"); and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, as the agent for the Primary Financing Parties and respecting the
Security Documents, as the agent for the Secured Parties (in such capacity, the
"Agent"). Capitalized terms used but not otherwise defined in this First
Amendment shall have the meanings set forth in Appendix A to the Participation
Agreement, and the rules of usage set forth in Appendix A to the Participation
Agreement shall apply herein.

                               W I T N E S S E T H

         WHEREAS, the parties to this Amendment are parties to that certain
Participation Agreement dated as of May 9, 2003 (as amended, modified,
supplemented or restated from time to time, the "Participation Agreement");

         WHEREAS, West Corp. has notified the Financing Parties that it intends
to acquire Scherer Communications, Inc., a Texas corporation doing business as
ConferenceCall.com ("ConferenceCall.com"), pursuant to a Stock Purchase
Agreement, dated as of October 21, 2003, among West Corp., as the buyer,
ConferenceCall.com, the stockholders of ConferenceCall.com, as the sellers, and
the other parties thereto (the "ConferenceCall.com Acquisition");

         WHEREAS, West Corp. has requested that the parties to this Amendment
agree to amend the definition of "Permitted Acquisition" in Appendix A of the
Participation Agreement;

         WHEREAS, West Corp. has requested that the parties to this Amendment
waive certain requirements set forth in the definition of "Permitted
Acquisition" in Appendix A of the Participation Agreement on a one-time basis in
order to permit the consummation of the ConferenceCall.com Acquisition;

                                       1

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         WHEREAS, the parties to this Amendment have also agreed to add a form
of joinder agreement as an exhibit to the Participation Agreement which was
inadvertently omitted from the final version of the Participation Agreement
printed at the time of closing; and

         WHEREAS, the parties to this Amendment have agreed to the amendments
and waivers referenced above, subject to the terms and conditions set forth
herein.

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

                                   SECTION 23

                                   AMENDMENTS

         23.1     Definition of Permitted Acquisition. The definition of
"Permitted Acquisition," as set forth in Appendix A of the Participation
Agreement, is hereby amended by deleting the figure "$20,000,000," appearing in
clause (f) of such definition, and inserting the figure "$50,000,000" in
substitution therefor. The definition of "Permitted Acquisition," as amended
hereby, shall read in its entirety as set forth below:

                  "Permitted Acquisition" shall mean an acquisition or any
         series of related acquisitions by a GCA Credit Party of the assets or
         all of the Capital Stock of a Person or any division, line of business
         or other business unit of a Person (such Person or such division, line
         of business or other business unit of such Person referred to herein as
         the "Target"), in each case that is in the same line of business (or
         assets used in the same line of business) as the GCA Credit Parties and
         their GCA Subsidiaries or whereby a substantial portion of the acquired
         business relies upon automated transactions, telephone representatives
         or telephony technology, so long as (a) no Default or Event of Default
         shall then exist or would exist after giving effect thereto; (b) the
         GCA Credit Parties shall demonstrate to the reasonable satisfaction of
         the Agent that the GCA Credit Parties will be in compliance on a pro
         forma basis with all of the terms and provisions of the financial
         covenants set forth in Section 8A.9; (c) the agent under the Guarantor
         Credit Agreement, on behalf of the GCA Lenders, shall have received (or
         shall receive in connection with the closing of such acquisition) a
         first priority perfected security interest in all of the Capital Stock
         acquired with respect to the Target and the Target, if a Person, shall
         have executed a Joinder Agreement in accordance with the terms of the
         applicable section of the Guarantor Credit Agreement; (d) such
         acquisition is not a "hostile" public company acquisition and has been
         approved by the Board of Directors and/or shareholders of the
         applicable GCA Credit Party and the public company Target; (e) after
         giving effect to such acquisition, the sum of (1) the unused
         availability under the Aggregate Revolving Committed Amount plus (2)
         the Cash and Cash Equivalents held by the GCA Credit Parties is greater
         than or equal to $25,000,000; and (f) with respect to any acquisition
         where the total consideration shall be greater than $50,000,000, the
         Parent shall have delivered to the Agent and each of the Primary
         Financing Parties not less than twenty

                                       2

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         (20) Business Days prior to the consummation of such acquisition (i) a
         reasonably detailed description of the material terms of such
         acquisition (including, without limitation, the purchase price and
         method and structure of payment) and of each Target, (ii) audited
         financial statements of the Target for its two (2) most recent fiscal
         years prepared by independent certified public accountants acceptable
         to the Agent and unaudited fiscal year-to-date statements for the most
         recent interim periods, (iii) consolidated projected income statements
         of the Parent and its consolidated subsidiaries (giving effect to such
         Permitted Acquisition and the consolidation with the Parent of each
         relevant Target) for the three (3) year period following the
         consummation of such Permitted Acquisition, in reasonable detail,
         together with any appropriate statement of assumptions, and (iv) a
         certificate, in form and substance reasonably satisfactory to the
         Agent, executed by a Responsible Officer of the Parent (A) certifying
         that such Permitted Acquisition complies with the requirements of this
         Participation Agreement and (B) demonstrating compliance with
         subsections (b), and (e) of this definition; provided, however, that an
         acquisition of a Target that is not incorporated, formed or organized
         in the United States (a "Foreign Target") shall only qualify as a
         Permitted Acquisition if each of the other requirements set forth in
         this definition shall have been satisfied and the total consideration
         for all such Foreign Targets does not exceed $50,000,000 in the
         aggregate during the term of this Participation Agreement.

         23.2     Definition of GCA Subsidiary. The definition of "GCA
Subsidiary" set forth in Appendix A of the Participation Agreement is hereby
amended and restated in its entirety to read as follows:

                  "GCA Subsidiary" shall mean, as to any Person, a corporation,
         partnership, limited liability company or other entity of which shares
         of stock or other ownership interests having ordinary voting power
         (other than stock or such other ownership interests having such power
         only by reason of the happening of a contingency) to elect a majority
         of the board of directors or other managers of such corporation,
         partnership or other entity are at the time owned, or the management of
         which is otherwise controlled, directly or indirectly through one or
         more intermediaries, or both, by such Person. Unless otherwise
         qualified, all references to a "GCA Subsidiary" or to "GCA
         Subsidiaries" in this Participation Agreement shall refer to a GCA
         Subsidiary or GCA Subsidiaries of the Parent, excluding West
         Interactive Canada, Inc., West International Corporation, West
         Telemarketing Insurance Agency, Inc., West Marketing Services
         Corporation, Telecommunications Resources, Inc. and two direct or
         indirect subsidiaries of Attention, LLC formed or organized for the
         purpose of purchasing third party debt obligations.

                                       3

<PAGE>


         23.3     Addition of Form of Credit Party Joinder Agreement as Exhibit
to Participation Agreement. The form of joinder agreement attached hereto as
Schedule A shall be added to the Participation Agreement as Exhibit G thereto.

                                   SECTION 24

WAIVER

         24.1     Waiver. The Borrower, the Agent, the Majority Secured Parties
and the Lessee hereby waive, on a one-time basis for the ConferenceCall.com
Acquisition, the failure of the Credit Parties to comply with Section 8B.5 of
the Participation Agreement, and more specifically, the requirements set forth
in the definition of "Permitted Acquisition," which require the Credit Parties
to provide the Agent and each of the Primary Financing Parties with (a) not less
than twenty Business Days' notice prior to the consummation of any acquisition
with total consideration in excess of $20,000,000 and (b) audited financial
statements of ConferenceCall.com for its two most recent fiscal years. The
Borrower, the Agent, the Majority Secured Parties and the Lessee consent to West
Corp. consummating the ConferenceCall.com Acquisition, on terms and conditions
substantially the same as those set forth on the summary of material terms
attached hereto as Schedule B. Except for the specific, one-time waiver set
forth above, nothing set forth herein or contemplated hereby is intended to
constitute a waiver of (i) any rights or remedies available to any of the
Financing Parties under any Operative Agreement or under applicable Law (all of
which rights and remedies are hereby expressly reserved by the Financing
Parties) or (ii) the Credit Parties' obligation to comply fully with any duty,
term, condition, obligation or covenant contained in any Operative Agreement.

SECTION 25

CLOSING CONDITIONS

         25.1     Closing Conditions.

         This First Amendment shall be effective as of the date hereof upon
satisfaction of the following conditions precedent, in form and substance
reasonably acceptable to the Agent:

                  (a)      First Amendment. The Agent shall have received a copy
         of this First Amendment duly executed by the Borrower, the Agent, the
         Majority Secured Parties and the Credit Parties.

                  (b)      Officer's Certificate. The Agent shall have received
         from the Credit Parties an officer's certificate executed by a
         Responsible Officer of West Corp. (i) certifying that the
         ConferenceCall.com Acquisition complies with the requirements of the
         Operative Agreements (subject to the waiver set forth herein) and (ii)
         demonstrating that, after giving effect to the ConferenceCall.com
         Acquisition, (A) the Credit Parties will be

                                       4

<PAGE>


         in compliance on a pro forma basis with the financial covenants set
         forth in Section 8A.9 of the Participation Agreement and (B) the sum of
         (1) the unused availability under the Aggregate Revolving Committed
         Amount (as such term is defined in Guarantor Credit Agreement) plus (2)
         the Cash and Cash Equivalents held by the Credit Parties shall be
         greater than or equal to $25,000,000.

                  (c)      Financial Statements. The Primary Financing Parties
         shall have received consolidated projected income statements of West
         Corp. and its Consolidated Subsidiaries (giving effect to the
         ConferenceCall.com Acquisition and the consolidation with West Corp. of
         ConferenceCall.com) for the three (3) year period following the
         consummation of the acquisition, in reasonable detail, together with
         any appropriate statement of assumptions.

         25.2     Post-Closing Requirements.

                  (a)      Joinder Agreement. As soon as possible, and in any
         event no later than three (3) Business Days after the closing date of
         the ConferenceCall.com Acquisition (or such later date as agreed to by
         the Agent in its sole discretion), the Agent shall have received a
         Joinder Agreement duly executed by ConferenceCall.com and West Corp.,
         in accordance with the terms of Section 8A.10 of the Participation
         Agreement.

                  (b)      Authority Documents. As soon as possible, and in any
         event no later than three (3) Business Days after the closing date of
         the ConferenceCall.com Acquisition (or such later date as agreed to by
         the Agent in its sole discretion), the Agent shall have received a
         certificate signed by the secretary of ConferenceCall.com attaching the
         following authority documents of ConferenceCall.com and certifying that
         the same are true and complete as of the closing date of the
         ConferenceCall.com Acquisition: (i) a copy of its articles of
         incorporation, (ii) a copy of the resolutions of its board of
         directors, approving and adopting the Joinder Agreement and the other
         Operative Agreements, (iii) a copy of its bylaws and (iv) an incumbency
         certificate. Additionally, in conjunction with the delivery of such
         certificate, the Agent shall have received copies of a certificate of
         good standing, existence or its equivalent certified as of a recent
         date by the appropriate Governmental Authority of its state of
         incorporation.

                  (c)      Legal Opinion. As soon as possible, and in any event
         no later than thirty (30) Business Days after the closing date of the
         ConferenceCall.com Acquisition (or such later date as agreed to by the
         Agent in its sole discretion), the Agent shall have received a legal
         opinion from counsel to the Credit Parties relating to
         ConferenceCall.com, in the same form and substance as the opinions
         given with respect to the original Guarantors and in form and substance
         reasonably satisfactory to the Agent.

                  (d)      Effect of Non-Compliance. Notwithstanding any
         provision in any Operative Agreement to the contrary, the failure of
         any requirement set forth in this

                                       5

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         Section 3.2 to be satisfied within the time period allotted therefor
         shall constitute an immediate Lease Event of Default.

SECTION 26

MISCELLANEOUS

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

         26.2     Representations and Warranties of the Credit Parties. Each of
the Credit Parties represents and warrants to the Financing Parties as follows:

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

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

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

                  (d)      The representations and warranties of such Person set
         forth in Sections 6.2 and 6.3 of the Participation Agreement and
         Section 2 of the Guaranty, as the case may be, are, subject to the
         limitations set forth therein and provided that references to
         Subsidiary Information in Schedule 2 to the Participation Agreement
         shall be deemed to refer to Schedule C attached to this First
         Amendment, true and correct in all material respects as of the date
         hereof (except for those which expressly relate to an earlier date).

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

                                       6

<PAGE>


         26.4     Operative Agreements. This First Amendment shall constitute an
Operative Agreement under the terms of the Participation
Agreement.

         26.5     Expenses. West Corp. agrees to pay, or cause to be paid, all
reasonable costs and expenses of the Agent in connection with the preparation,
execution and delivery of this First Amendment, including, without limitation,
the reasonable fees and expenses of Moore & Van Allen, PLLC, and all previously
incurred fees and expenses which remain outstanding on the date hereof.

         26.6     Entirety. This First Amendment and the other Operative
Agreements embody the entire agreement between the parties hereto and supersede
all prior agreements and understandings, oral or written, if any, relating to
the subject matter hereof.

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

         26.8     Governing Law. This First Amendment and the rights and
obligations of the parties under this First Amendment shall be governed by, and
construed and interpreted in accordance with, the law of the State of North
Carolina.

         26.9     Consent to Jurisdiction; Service of Process; Waiver of Jury
Trial; Venue. The jurisdiction, services of process, waiver of jury trial, and
venue provisions set forth in Section 12.7 of the Participation Agreement are
hereby incorporated by reference, mutatis mutandis.

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

                            [Signature Pages Follow]

                                       7
<PAGE>


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

                                    WEST FACILITIES CORPORATION, as the Lessee

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

                           (signature pages continue)

                                       8

<PAGE>

         WEST CORPORATION, as the Parent and as a Guarantor

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

                           (signature pages continue)

                                       9

<PAGE>

                                    WEST TELEMARKETING CORPORATION,
                                    as a Guarantor

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

                                    WEST TELEMARKETING CORPORATION II,
                                    as a Guarantor

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

                                    WEST TELEMARKETING CORPORATION
                                    OUTBOUND, as a Guarantor

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

                                    DAKOTAH DIRECT II, L.L.C., as a Guarantor

                                    By: West Telemarketing Corporation Outbound,
                                        as Member

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

                           (signature pages continue)

                                       10

<PAGE>

                                    WEST INTERACTIVE CORPORATION,
                                    as a Guarantor

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

                                    WEST DIRECT, INC., as a Guarantor

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

                                    ATTENTION, LLC, as a Guarantor

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

                                    TEL MARK SALES, INC., as a Guarantor

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

                           (signature pages continue)

                                       11

<PAGE>

                                    NORTHERN CONTACT, INC., as a Guarantor

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

                                    INTERCALL HOLDING CORPORATION,
                                    as a Guarantor

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

                                    INTERCALL, INC., as a Guarantor

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

                                    ITC SERVICE COMPANY, as a Guarantor

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

                           (signature pages continue)

                                       12

<PAGE>

                                    ITC TELECOM VENTURES, INC., as a Guarantor

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

                                    ITC WIRELESS, INC., as a Guarantor

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

                                    INVIEW, INC., as a Guarantor

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

                                    INTERCALL WEB CONFERENCING, INC.,
                                    as a Guarantor

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

                           (signature pages continue)

                                       13

<PAGE>

                                    WACHOVIA DEVELOPMENT CORPORATION,
                                    as the Borrower and as the Lessor

                                    By: /s/ Evander S. Jones, Jr.
                                        ----------------------------------------
                                    Name:  Evander S. Jones, Jr.
                                    Title: Vice President

                           (signature pages continue)

                                       14

<PAGE>

         WACHOVIA BANK, NATIONAL ASSOCIATION, as the Agent

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

                           (signature pages continue)

                                       15

<PAGE>

                                    WACHOVIA CAPITAL INVESTMENTS, INC.,
                                    as a Lender

                                    By: /s/ Evander S. Jones, Jr.
                                        ----------------------------------------
                                    Name:  Evander S. Jones, Jr.
                                    Title: Vice President

                              (signature pages end)

                                       16

<PAGE>

                                   SCHEDULE A
                               TO FIRST AMENDMENT
                   TO CERTAIN OPERATIVE AGREEMENTS AND WAIVER

                                    EXHIBIT G

                                    [FORM OF]
                                JOINDER AGREEMENT

         THIS JOINDER AGREEMENT (the "Agreement"), dated as of _____________,
____, is by and between _____________________, a ______________________ (the
"Subsidiary Guarantor"), and WACHOVIA BANK, NATIONAL ASSOCIATION, in its
capacity as Agent under that certain Participation Agreement, dated as of May 9,
2003 (as amended, restated or otherwise modified, the "Participation
Agreement"), by and among West Facilities Corporation, a Delaware corporation
(the "Lessee"), West Corporation, a Delaware corporation ("West Corp."),
Wachovia Development Corporation, a North Carolina corporation (the "Borrower"
or the "Lessor"); the various banks and other lending institutions which are
parties thereto from time to time as lenders (subject to the definition of
Lenders in Appendix A thereto, individually, a "Lender" and collectively, the
"Lenders"); and Wachovia Bank, National Association, a national banking
association, as the agent for the Primary Financing Parties and respecting the
Security Documents, as the agent for the Secured Parties (in such capacity, the
"Agent"). Capitalized terms used herein but not otherwise defined shall have the
meanings provided in Appendix A to the Participation Agreement.

         The Subsidiary Guarantor is an additional Domestic GCA Subsidiary, and,
consequently, the Credit Parties are required by Section 8A.10 of the
Participation Agreement to cause the Subsidiary Guarantor to become a
"Guarantor".

         Accordingly, the Subsidiary Guarantor hereby agrees as follows with the
Agent, for the benefit of the Financing Parties:

         1.       The Subsidiary Guarantor hereby acknowledges, agrees and
confirms that, by its execution of this Agreement, the Subsidiary Guarantor will
be deemed to be a party to the Participation Agreement, the Guaranty and the
other Operative Agreements to which any of the Guarantors is a party and a
"Guarantor" for all purposes of the Participation Agreement, the Guaranty and
the other Operative Agreements, and shall have all of the obligations of a
Guarantor thereunder as if it had executed the Participation Agreement, the
Guaranty and the other Operative Agreements to which any of the Guarantors is a
party. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and
agrees to be bound by, all of the terms, provisions and conditions contained in
the Operative Agreements, including without limitation (a) all of the
representations and warranties of the Credit Parties set forth in Section 6.3 of
the Participation Agreement and Section 2 of the Guaranty and (b) all of the
affirmative and negative covenants set forth in Section 8A and 8B of the
Participation Agreement. Without limiting the generality of the foregoing terms
of this paragraph 1, the Subsidiary Guarantor hereby jointly and severally
together with the other Guarantors, guarantees to each Financing Party, as
provided

                                 Schedule A - 1

<PAGE>

in the Guaranty the prompt payment and performance of the Guaranteed Obligations
in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) strictly in
accordance with the terms thereof and agrees that if any of such Guaranteed
Obligations are not paid or performed in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise), the Subsidiary Guarantor will, jointly and
severally together with the other Guarantors, promptly pay and perform the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment, performance or renewal of any of the Guaranteed Obligations,
the same will be promptly paid or performed in full when due (whether at
extended maturity, as a mandatory prepayment, by acceleration, as a mandatory
cash collateralization or otherwise) in accordance with the terms of such
extension or renewal.

         2.       The Subsidiary Guarantor acknowledges and confirms that it has
received a copy of the Participation Agreement, the Guaranty, each other
Operative Agreement requested by the Subsidiary Guarantor and the respective
schedules and exhibits thereto. The information on the schedules to the
Participation Agreement is hereby amended to provide the information shown on
the attached Schedule A.

         3.       West Corp. and the Guarantors confirm that all of their
obligations under the Operative Agreements are, and upon the Subsidiary
Guarantor becoming a Guarantor, shall continue to be, in full force and effect.
The parties hereto confirm and agree that immediately upon the Subsidiary
Guarantor becoming a Guarantor, the term "Guaranteed Obligations," as used in
the Operative Agreements, shall include all obligations of such Subsidiary
Guarantor under the Participation Agreement, the Guaranty and under each other
Operative Agreement.

         4.       The Subsidiary Guarantor hereby agrees that upon becoming a
Guarantor it will assume all Guaranteed Obligations of a Guarantor.

         5.       Each of West Corp. and the Subsidiary Guarantor agrees that at
any time and from time to time, upon the written request of the Agent, it will
execute and deliver such further documents and do such further acts and things
as the Agent may reasonably request in order to effect the purposes of this
Agreement.

         6.       This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which when taken together
shall constitute one contract.

         7.       This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of North Carolina.

                                 Schedule A - 2

<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed by its authorized officer, and the Agent, for the
benefit of the Financing Parties, has caused the same to be accepted by its
authorized officer, as of the day and year first above written.

                                    [SUBSIDIARY GUARANTOR]

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                    WEST CORPORATION,
                                    a Delaware corporation

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

                                    WEST FACILITIES CORPORATION,
                                    a Delaware corporation

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

Acknowledged and accepted:

WACHOVIA BANK, NATIONAL
ASSOCIATION, as Agent

By:_________________________________
Name:_______________________________
Title:______________________________

                                 Schedule A - 3

<PAGE>

                                   Schedule A
                                       to
                                Joinder Agreement

                Schedules to Credit Agreement/Security Documents

                                [TO BE ATTACHED]

                                 Schedule A - 4

<PAGE>

                                   SCHEDULE B
                               TO FIRST AMENDMENT
                   TO CERTAIN OPERATIVE AGREEMENTS AND WAIVER

                    SUMMARY OF MATERIAL TERMS OF ACQUISITION

                       [SEE THE FOLLOWING ATTACHED PAGES]

                                 Schedule B - 1

<PAGE>

ConferenceCall.com

October 10, 2003

Section V.
Transaction Terms.

-        $40 million gross purchase price with $2.5 million working capital
         requirement ($2.0 million in cash is expected at closing) represents
         the following multiples on a TTM basis:

<TABLE>
<CAPTION>
                       Multiple of:
                    ConferenceCall.com       InterCall*
                    ------------------       ----------
<S>                 <C>                      <C>
- Revenue                  2.1                 1.93

- EBITDA                   4.5                  5.7

- EBIT                     4.8                  7.4

- Net Income               7.8                 12.1
</TABLE>

* Multiples paid for InterCall are shown for comparative purposes.

-        Transaction will be a stock purchase

-        Expected signing on October 21st with an expected close date of
         November 1st.

-        Transaction will be financed through existing cash and/or a draw on
         existing line of credit with Wachovia.

         -        At September 30th, $198 million was outstanding under the
                  credit agreements through Wachovia

         -        After this acquisition it is expected that borrowings through
                  Wachovia will total approximately $250 million

                                 Schedule B - 2

<PAGE>

ConferenceCall.com

October 10, 2003

-        Escrow and Holdback. The total holdedback on the purchase price is $6
         million. These funds will be placed in escrow and will be available to
         cover any post closing liability that arises. The amounts will be
         released as follows:

         -        $3 million on April 30, 2005

         -        $1 million on November 1, 2006

         -        $2 million on November 1, 2007

         -        Release of escrows are tied to expiration of statue of
                  limitations for income taxes and FET

-        Estimated amount of total "FET" and income tax exposure is as follows:

         -        $200K income tax exposure for 2000 that expires in 2004

         -        $700K income tax exposure for 2001 that expires in 2005

         -        $1.5 million income tax exposure for 2002 that expires in 2006

         -        $1.2 million income tax exposure for 2003 that expires in 2007

         -        $1 million FET exposure that expires in 2007

-        Representations and Warranties. The representations and warranties were
         developed from West's standard agreement.

         -        Deductible of $300k related to indemnification for breaches of
                  representations and warranties

-        Employee Appreciation Bonus. Kevin Scherer, the founder and 70%
         shareholder, will distribute $1 million in bonuses to employees as part
         of the sale. These funds will be held as retention incentives and paid
         out to employees over a six month period.

                                 Schedule B - 3

<PAGE>

                                   SCHEDULE C
                               TO FIRST AMENDMENT
                   TO CERTAIN OPERATIVE AGREEMENTS AND WAIVER

                             SUBSIDIARY INFORMATION

<TABLE>
<CAPTION>
                      Jurisdiction of       No. of        Outstanding         Owner of       No. of      Percentage
                      Incorporation/     Outstanding       Warrants,         Outstanding     Shares       of Shares
    Subsidiary         Organization         Shares       Options, Etc.         Shares         Owned         Owned
    ----------        --------------     -----------     -------------    ----------------   -------     ----------
<S>                   <C>                <C>             <C>              <C>                <C>         <C>
 West Telemarketing
    Corporation           Delaware          10,000             0          West Corporation    10,000        100%

       West                                                                     West
  Telemarketing                                                             Telemarketing
  Corporation II          Delaware          10,000             0             Corporation      10,000        100%

 West Telemarketing
    Corporation
      Outbound            Delaware          10,000             0          West Corporation    10,000        100%

  West Facilities
    Corporation           Delaware          10,000             0          West Corporation    10,000        100%

  West Interactive
    Corporation           Delaware          10,000             0          West Corporation    10,000        100%

 West Direct, Inc.        Delaware          10,000             0          West Corporation    10,000        100%

Tel Mark Sales, Inc.      Delaware          10,000             0          West Corporation    10,000        100%

   Attention, LLC         Georgia                                         West Corporation                  100%

 Northern Contact,                                                       West Telemarketing
        Inc.              Delaware          10,000             0             Corporation      10,000        100%

                                                                                West
                                                                             Telemarketing
 Dakotah Direct II,                                                          Corporation
       L.L.C.             Delaware                                             Outbound                     100%

                                                                                West
                                                                            Telemarketing
 Telecommunications                                                          Corporation
   Resources, Inc.        Missouri          10,000             0              Outbound        10,000        100%

 West International
    Corporation           Delaware           1,000             0          West Corporation     1,000        100%

 West Telemarketing     Nova Scotia,                                          Northern
     Canada, ULC           Canada           10,000             0            Contact, Inc.     10,000        100%
</TABLE>

                                      C-1

<PAGE>

<TABLE>
<CAPTION>
                      Jurisdiction of       No. of        Outstanding         Owner of       No. of      Percentage
                      Incorporation/     Outstanding       Warrants,         Outstanding     Shares       of Shares
    Subsidiary         Organization         Shares       Options, Etc.         Shares         Owned         Owned
    ----------        ---------------    -----------     -------------    ----------------   ------      ----------
<S>                   <C>                <C>             <C>              <C>                <C>         <C>
  West Interactive                                                        West Interactive
    Canada, Inc.          Delaware          10,000             0            Corporation       10,000        100%

 Attention Funding,
       L.L.C.             Delaware                                         Attention, LLC                   100%

 InterCall Holding
 Corporation (f/k/a
    ITC Holding
   Company, Inc.)         Delaware          10,000             0          West Corporation    10,000        100%

  InterCall, Inc.         Delaware             100             0             InterCall           100        100%
                                                                              Holding
                                                                            Corporation

ITC Service Company       Georgia              500             0           InterCall, Inc.       500        100%

    ITC Telecom
   Ventures, Inc.         Delaware            1000             0           InterCall, Inc.      1000        100%

 ITC Wireless, Inc.       Delaware            1000             0        ITC Service Company     1000        100%

    InView, Inc.          Delaware             100             0           InterCall, Inc.       100        100%

   InterCall Web
 Conferencing, Inc.       Delaware             100             0           InterCall, Inc.       100        100%

  InterCall, Inc.      New Brunswick           100             0           InterCall, Inc.       100        100%

InterCall Australia
     Pty. Ltd.           Australia             100             0           InterCall, Inc.       100        100%

InterCall Singapore
     Pte. Ltd.           Singapore               2             0           InterCall, Inc.         2        100%

InterCall Hong Kong
     Pty. Ltd.           Hong Kong          10,000             0           InterCall, Inc.    10,000        100%

   InterCall Asia
  Pacific Holdings
     Pty. Ltd.           Australia             100             0           InterCall, Inc.       100        100%

   InterCall New
  Zealand Limited       New Zealand            100             0           InterCall, Inc.       100        100%

     InterCall
    Conferencing
  Services Limited     United Kingdom           10             0           InterCall, Inc.        10        100%
</TABLE>

                                      C-2

<PAGE>

<TABLE>
<CAPTION>
                    Jurisdiction of       No. of        Outstanding         Owner of       No. of      Percentage
                    Incorporation/     Outstanding       Warrants,         Outstanding     Shares       of Shares
  Subsidiary         Organization         Shares       Options, Etc.         Shares         Owned         Owned
  ----------        ---------------    -----------     -------------    --------------     ------      ----------
<S>                 <C>                <C>             <C>              <C>                <C>         <C>
 Legal Connect      United Kingdom             2             0            InterCall              2        100%
    Limited                                                              Conferencing
                                                                        Services Limited

 Jamaican Agent        Jamaica             1,000             0          West Corporation       999       99.9%
Services Limited                                                            Northern
                                                                          Contact, Inc.          1        0.1%

  West Contact       Philippines          10,000             0                West           9.993       99.93%
 Services, Inc.                                                           Corporation
                                                                           Jose MA. G.           1        .01%
                                                                            Hofilena
                                                                          Hector M. De           1        .01%
                                                                              Leon
                                                                           Rose Marie            1        .01%
                                                                             M. King
                                                                            Thomas B.            1        .01%
                                                                             Barker
                                                                            Imelda A.            1        .01%
                                                                            Manguiat
                                                                           Jocelyn I.            1        .01%
                                                                         Sanchez-Salazar
                                                                          Mark V. Lavin          1        .01%
</TABLE>

                                      C-3