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                                                                   EXHIBIT 10.54

                                 AMENDMENT NO. 1
                                       TO
                           REVOLVING CREDIT AGREEMENT

         THIS AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT (this "Amendment")
is made and effective as of September 30, 2002, by and among SYKES ENTERPRISES,
INCORPORATED, a Florida corporation (the "Borrower"), the several banks and
other financial institutions from time to time party hereto (the "Lenders"), and
SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the
"Administrative Agent") and in its capacity as Collateral Agent for the Lenders
(the "Collateral Agent").

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to that certain Revolving Credit Agreement, dated as of April 5, 2002
(the "Existing Credit Agreement"), pursuant to which the Lenders have agreed to
establish for the Borrower a revolving credit facility in the aggregate
principal amount of $60,000,000, with a letter of credit subfacility in the
aggregate principal amount of up to $15,000,000 and a swingline subfacility in
the aggregate principal amount of up to $10,000,000 thereunder, all upon the
terms and subject to the conditions specified in the Existing Credit Agreement;
and

         WHEREAS, the Lenders have agreed that a portion of such revolving
credit facility and such letter of credit subfacility may be made and issued in
certain currencies other than U.S. dollars in an aggregate principal amount of
up to the U.S. dollar equivalent of $25,000,000; and

         WHEREAS, upon request of the Borrower, the Lenders and the
Administrative Agent have agreed to modify and amend the Existing Credit
Agreement as set forth herein including, without limitation, decreasing the
amount of the revolving credit facility to $40,000,000.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the Borrower, the Lenders and the
Administrative Agent agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

         SECTION 1.1       CERTAIN DEFINITIONS. Unless otherwise defined herein
or the context otherwise requires, the following terms as used in this
Amendment, including the preamble and recitals, have the meanings set forth
below:

                  "AMENDED CREDIT AGREEMENT" shall mean the Existing Credit
         Agreement, as amended hereby.

                  "AMENDMENT NO. 1 EFFECTIVE DATE" shall have the meaning
         assigned to such term in Article III.

         SECTION 1.2       OTHER DEFINITIONS. Unless otherwise defined herein,
capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the Existing Credit Agreement.

                                   ARTICLE II

                        AMENDMENTS TO EXISTING AGREEMENT

         SECTION 2.1       AMENDMENTS TO ARTICLE I - DEFINITIONS; CONSTRUCTIONS.
As of the Amendment No. 1 Effective Date, the Existing Credit Agreement is
hereby amended as follows:


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                  (a)      The terms "Aggregate Revolving Commitments,"
"Applicable Margin," "Applicable Percentage," "Consolidated EBIT," "Consolidated
Fixed Charges," "Fixed Charge Coverage Ratio," "Loan Documents," "Net Cash
Proceeds" and "Revolving Commitment" of "ARTICLE I - DEFINITIONS; CONSTRUCTION"
of the Existing Credit Agreement are hereby deleted in their entirety and the
following new terms are inserted in their respective places:

                           "AGGREGATE REVOLVING COMMITMENTS" shall mean the sum
                  of the Revolving Commitments of all Lenders at any time
                  outstanding. The Aggregate Revolving Commitments shall not
                  exceed the U.S. Dollar Equivalent of $40,000,000.

                           "APPLICABLE MARGIN" shall mean, as of any date, with
                  respect to all Eurocurrency Borrowings and Base Rate
                  Borrowings outstanding on such date, the percentage per annum
                  designated in the "Pricing Grid" attached hereto as Schedule I
                  as applicable to Eurocurrency Borrowings or Base Rate
                  Borrowings, as the case may be, based on the Leverage Ratio.
                  As of the Amendment No. 1 Effective Date through and including
                  the Borrower's fiscal quarter ending December 31, 2003, the
                  Applicable Margin for Eurocurrency Borrowings shall be 2.50%
                  and the Applicable Margin for Base Rate Borrowings shall be
                  1.50%; provided, however, if the Borrower and its Subsidiaries
                  on a consolidated basis have a Fixed Charge Coverage Ratio in
                  excess of 1.40:1.00 at the end of any two consecutive fiscal
                  quarters of the Borrower ending on or after September 30,
                  2003, as determined based on the Borrower's financial
                  statements delivered to the Administrative Agent in accordance
                  with Section 5.1(a) and (b) and the Covenant Compliance
                  Certificate delivered to the Administrative Agent in
                  accordance with Section 5.1(f), the Applicable Margin shall be
                  reset to the percentage designated in Schedule I based on the
                  Leverage Ratio as of the last day of such second consecutive
                  fiscal quarter then ended, such Applicable Margin being
                  effective as of the second Business Day following the date
                  that the Administrative Agent receives such financial
                  statements and certificate; and provided further, however,
                  that if at any time the Borrower shall have failed to deliver
                  to the Administrative Agent the Borrower's financial
                  statements required by Section 5.1(a) and (b) and the Covenant
                  Compliance Certificate required by Section 5.1(f) when due,
                  the Applicable Margin shall be at Level III until such time as
                  such financial statements and certificate are delivered, at
                  which time the Applicable Margin shall be determined as
                  provided above.

                           "APPLICABLE PERCENTAGE" shall mean, as of any date,
                  with respect to the commitment fee, the percentage per annum
                  designated in the "Pricing Grid" attached hereto as Schedule I
                  based on the Leverage Ratio. As of the Amendment No. 1
                  Effective Date through and including the Borrower's fiscal
                  quarter ending December 31, 2003, the Applicable Percentage
                  shall be 0.75%; provided, however, if the Borrower and its
                  Subsidiaries on a consolidated basis have a Fixed Charge
                  Coverage Ratio in excess of 1.40:1.00 at the end of any two
                  consecutive fiscal quarters of the Borrower ending on or after
                  September 30, 2003, as determined based on the Borrower's
                  financial statements delivered to the Administrative Agent in
                  accordance with Section 5.1(a) and (b) and the Covenant
                  Compliance Certificate delivered to the Administrative Agent
                  in accordance with Section 5.1(f), the Applicable Percentage
                  shall be reset to the percentage designated in Schedule I
                  based on the Leverage Ratio as of the last day of such second
                  consecutive fiscal quarter then ended, such Applicable Margin
                  being effective as of the second Business Day following the
                  date that the Administrative Agent receives such financial
                  statements and certificate; and provided further, however,
                  that if at any time the Borrower shall have failed to deliver
                  to the Administrative Agent the Borrower's financial
                  statements required by Section 5.1(a) and (b) and the Covenant
                  Compliance Certificate required by


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                  Section 5.1(f) when due, the Applicable Percentage shall be at
                  Level III until such time as such financial statements and
                  certificate are delivered, at which time the Applicable
                  Percentage shall be determined as provided above.

                           "CONSOLIDATED EBIT" shall mean, for the Borrower and
                  its Subsidiaries for any period, an amount equal to the sum of
                  (a) Net Income for such period plus (b) to the extent deducted
                  in determining Net Income for such period, (i) Interest
                  Expense, (ii) income tax expense, (iii) for the period ending
                  on September 30, 2002 only, one-time litigation settlement
                  charges not to exceed $13,800,000 for such fiscal quarter
                  ended September 30, 2002, (iv) for the period ending on
                  December 31, 2002 only, (A) one-time restructuring charges not
                  to exceed $23,000,000 and (B) one-time accelerated
                  depreciation charges not to exceed $1,700,000, both for such
                  fiscal quarter ended December 31, 2002, and (v) for the period
                  ending on March 31, 2003 only, one-time accelerated
                  depreciation charges not to exceed $1,700,000 for such fiscal
                  quarter ended March 31, 2003, in each case, determined on a
                  consolidated basis in accordance with GAAP for the applicable
                  period.

                           "CONSOLIDATED FIXED CHARGES" shall mean, for the
                  Borrower and its Subsidiaries for any period, an amount equal
                  to the sum (without duplication) of (a) Consolidated Interest
                  Expense for such period plus (b) Consolidated Lease Expense
                  for such period plus (c) positive income tax expense for such
                  period (as reflected on the Borrower's financial statement
                  delivered to the Administrative Agent in accordance with
                  Section 5.1(b) for such period) plus (d) Capital Expenditures
                  for such period.

                           "FIXED CHARGE COVERAGE RATIO" shall mean, for any
                  period of four consecutive fiscal quarters of the Borrower and
                  its Subsidiaries on a consolidated basis, the ratio of (a)
                  Consolidated EBITDAR for such period to (b) Consolidated Fixed
                  Charges for such period.

                           "LOAN DOCUMENTS" shall mean, collectively, this
                  Agreement, the Notes (if any), the LC Documents, all Notices
                  of Borrowing and Borrowing Availability Certificates, the
                  Subsidiary Guarantee Agreement, the Indemnity and Contribution
                  Agreement, all Pledge Agreements and any and all other
                  instruments, agreements, documents and writings executed in
                  connection with any of the foregoing (excluding, however, any
                  Hedging Agreement relating to Obligations entered into with
                  any counterparty that was a Lender (or an Affiliate thereof)
                  at the time such Hedging Agreement was entered into).

                           "NET CASH PROCEEDS" shall mean the aggregate cash
                  proceeds received by the Borrower or any Subsidiary in respect
                  of any Asset Disposition or any Equity Issuance, net of (a)
                  direct costs (including, without limitation, legal, accounting
                  and investment banking fees, and sales commissions), (b)
                  amounts held in escrow to be applied as part of the purchase
                  price, or otherwise subject, pursuant to contract, to rights
                  of the purchaser as a reduction or return of the purchase
                  price, of any Asset Disposition, (c) in the case of any Asset
                  Disposition, amounts required to be paid to the holder of any
                  Indebtedness permitted by Section 7.1 and secured by a Lien on
                  the assets being sold or otherwise disposed of in such Asset
                  Disposition, or (d) taxes paid or payable as a result thereof;
                  it being understood that "Net Cash Proceeds" shall include,
                  without limitation, any cash received upon the sale or other
                  disposition of any non-cash consideration received by the
                  Borrower or any Subsidiary in any Asset Disposition or Equity
                  Issuance and any cash released from escrow or from adjustment
                  rights of the purchaser as part of the purchase price in
                  connection with any Asset Disposition.


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                           "REVOLVING COMMITMENT" shall mean, with respect to
                  each Lender, the obligation of such Lender to make Revolving
                  Loans to the Borrower and to participate in Letters of Credit
                  and Swingline Loans in an aggregate principal amount not
                  exceeding the U.S. Dollar Equivalent of the amount set forth
                  with respect to such Lender on the signature pages to this
                  Agreement, or in the case of a Person becoming a Lender after
                  the Closing Date as permitted by Section 10.4, the amount of
                  the assigned "Revolving Commitment" as provided in the
                  Assignment and Acceptance Agreement executed by such Person as
                  an assignee, as the same may be changed pursuant to terms
                  hereof.

                  (b)      The terms "Account," "Account Debtor," "Borrowing
Availability," "Borrowing Availability Certificate," "Borrowing Base,"
"Consolidated EBITDAR," "Covenant Compliance Certificate," "Eligible Accounts,"
"Equity Issuance" and "Ineligible Accounts" are hereby added under the heading
"ARTICLE I - DEFINITIONS; CONSTRUCTION" of the Existing Credit Agreement in
their proper alphabetical order as follows:

                           "ACCOUNT" shall mean a right to payment of a monetary
                  obligation arising in the ordinary course of business, whether
                  or not earned by performance, (a) for property that has been
                  or is to be sold, leased, licensed, assigned, or otherwise
                  disposed of, and (b) for services rendered or to be rendered;
                  but such term shall not include (i) commercial tort claims,
                  (ii) deposit accounts, (iii) investment property, (iv)
                  letter-of-credit rights or letters of credit, or (v) rights to
                  payment for money or funds advanced or sold, other than rights
                  arising out of the use of a credit or charge card or
                  information contained on or for use with the card.

                           "ACCOUNT DEBTOR" means a Person obligated on an
                  Account.

                           "BORROWING AVAILABILITY" shall mean the greatest
                  additional amount that may be borrowed on any date by the
                  Borrower in respect of the Loans in the aggregate, with such
                  maximum amount to equal, at any date of determination (which
                  date and determination shall be in the Administrative Agent's
                  reasonable discretion), the difference between:

                           (a)      the Borrowing Base; and

                           (b)      the sum of the aggregate Revolving Credit
                  Exposures of all Lenders;

                           provided, however, that the Borrower shall not in any
                  event be permitted to borrow more than the Aggregate Revolving
                  Commitments then in effect, irrespective of the size of the
                  Borrowing Base.

                           "BORROWING AVAILABILITY CERTIFICATE" shall have the
                  meaning set forth in Section 2.1.

                           "BORROWING BASE" shall mean at any time eighty-five
                  percent (85%) of the face value of Eligible Accounts.

                           "CONSOLIDATED EBITDAR" shall mean, for the Borrower
                  and its Subsidiaries for any period, an amount equal to the
                  sum of (a) Consolidated EBITDA plus (b) Consolidated Lease
                  Expense, determined on a consolidated basis in accordance with
                  GAAP in each case for such period.


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                           "COVENANT COMPLIANCE CERTIFICATE" shall have the
                  meaning set forth in Section 5.1(f).

                           "ELIGIBLE ACCOUNTS" shall mean any Account of
                  Borrower or a Subsidiary Guarantor except for Ineligible
                  Accounts.

                           "EQUITY ISSUANCE" shall mean any issuance by any Loan
                  Party to any Person which is not a Loan Party of shares of its
                  Capital Stock (excluding the issuance of any such shares by
                  the Borrower under or in connection with its employee stock
                  purchase plan or pursuant to the exercise of employee or
                  director stock options).

                           "INELIGIBLE ACCOUNTS" shall mean any Account with
                  respect to which: (i) the obligation to pay is not evidenced
                  by an invoice or the invoice is conditional, permits returns,
                  or restricts collection rights or assignments in any respect
                  (except, however, that the invoice may permit returns in the
                  ordinary course of business); (ii) the invoice permits
                  payment: (A) more than 60 days after invoice date; (B) in a
                  currency other than United States Dollars; or (C) at any
                  location outside the United States; (iii) the obligation to
                  pay is evidenced by chattel paper or any note or other
                  instrument (unless duly endorsed and delivered to the
                  Administrative Agent); (iv) the goods or services have been
                  rejected, returned, or disputed in any way, whether in whole
                  or in part, in which event the receivable shall be ineligible
                  to the extent of such rejection, return, or dispute; (v) the
                  Account Debtor has attempted to renegotiate the invoiced price
                  or asserted any right of reduction, set-off, recoupment,
                  counterclaim, or defense; (vi) 90 days or more have elapsed
                  since invoice date; (vii) the invoice or corresponding Account
                  is the subject of any financing statement, lien, or other
                  encumbrance other than in favor of the Administrative Agent;
                  (viii) the Account Debtor is an officer, employee or
                  shareholder or a direct or indirect Subsidiary or Affiliate of
                  the Borrower; (ix) the Account Debtor has commenced a
                  voluntary case under the federal bankruptcy laws, as now
                  constituted or hereafter amended, or made an assignment for
                  the benefit of creditors, or if a decree or order for relief
                  has been entered by a court having jurisdiction over the
                  Account Debtor in an involuntary case under the federal
                  bankruptcy laws, as now constituted or hereafter amended, or
                  if any other petition or other application for relief under
                  the federal bankruptcy laws has been filed by or against the
                  Account Debtor, or if the Account Debtor has failed, suspended
                  business, declared itself to be insolvent, or consented to or
                  suffered a receiver, trustee, liquidator or custodian to be
                  appointed for it or for all or a significant portion of its
                  assets or affairs; (x) the Account Debtor is any governmental
                  authority, unless an assignment of such Account has been
                  properly perfected under the Assignment of Claims Act of 1940,
                  as amended; (xi) the Account Debtor does not meet the
                  established credit standards of the Borrower; (xii) fifty
                  percent (50%) or more of the aggregate balance of the Accounts
                  owing by the Account Debtor and its Affiliates remain unpaid
                  for more than 90 days after the invoice date for such
                  Accounts; (xiii) the aggregate balance of Accounts owing by a
                  single Account Debtor that exceed 20% of the total Accounts of
                  the Borrower (except if such Account Debtor is the United
                  States government and such Account meets the eligibility
                  requirements of clause (x) of this definition); (xiv) the
                  Account Debtor's principal office is located outside of the
                  United States of America (unless such account is supported by
                  a letter of credit or credit insurance acceptable to the
                  Administrative Agent and naming the Administrative Agent as
                  beneficiary); (xv) the Account is related to any unapplied
                  credit of an Account Debtor that exceeds 90 days from the
                  invoice date; (xvi) the invoice is issued with "cash" or
                  "C.O.D." terms; (xvii) finance charges have been assessed to
                  an Account Debtor, but only to the extent of such


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                  finance charges; or (xviii) the Administrative Agent otherwise
                  determines in its reasonable discretion that the Account is
                  ineligible hereunder.

                  (c)      The terms "Lender Addition Agreement," "New Lender"
and "Utilization Rate" under the heading "ARTICLE I - DEFINITIONS; CONSTRUCTION"
of the Existing Credit Agreement are hereby deleted in their entirety and not
replaced.

         SECTION 2.2       AMENDMENTS TO ARTICLE II - AMOUNT AND TERMS OF THE
COMMITMENTS. Effective as of the Amendment No. 1 Effective Date, the Existing
Credit Agreement is hereby amended as follows:

                  (a)      Section 2.1 of "ARTICLE II - AMOUNT AND TERMS OF THE
COMMITMENTS" of the Existing Credit Agreement is hereby deleted in its entirety
and the following is substituted in lieu thereof:

                           SECTION 2.1       GENERAL DESCRIPTION OF FACILITIES.

                           (a)      Subject to and upon the terms and conditions
                  herein set forth, (a) the Lenders hereby establish in favor of
                  the Borrower a revolving credit facility pursuant to which the
                  Lenders severally agree (to the extent of each Lender's Pro
                  Rata Share up to such Lender's Revolving Commitment) to make
                  Revolving Loans to the Borrower in accordance with Section
                  2.2, (b) the Swingline Lender agrees to make Swingline Loans
                  in accordance with Section 2.4, (c) the Issuing Bank agrees to
                  issue Letters of Credit in accordance with Section 2.23, and
                  (d) each Lender agrees to purchase a participation interest in
                  the Swingline Loans and the Letters of Credit pursuant to the
                  terms and conditions hereof; provided, that in no event shall
                  (x) the Revolving Credit Exposure of any Lender (determined in
                  accordance with Section 10.14) exceed at any time its
                  Revolving Commitment then in effect, (y) the sum of the
                  aggregate Revolving Credit Exposures (determined in accordance
                  with Section 10.14) exceed at any time the lesser of (i) the
                  Aggregate Revolving Commitments then in effect or (ii) the
                  Borrowing Base, or (z) the U.S. Dollar Equivalent amount of
                  outstanding Revolving Loans and LC Obligations funded and
                  issued in Foreign Currency (determined in accordance with
                  Section 10.14) exceed the Foreign Currency Commitment from
                  time to time in effect.

                           (b)      The Borrower shall furnish a certificate to
                  the Administrative Agent, substantially in the form of Exhibit
                  2.1 attached hereto (a "BORROWING AVAILABILITY CERTIFICATE"),
                  (i) if there are Revolving Loans outstanding, on a monthly
                  basis on or before the tenth (10th) Business Day of each
                  calendar month and (ii) if there are no Revolving Loans
                  outstanding, on a quarterly basis as soon as available after
                  the end of each fiscal quarter of the Borrower and, in any
                  event, at or before the time of delivery of the financial
                  statements required by Section 5.1(a) and (b), in each case,
                  duly executed and certified correct by a Responsible Officer,
                  setting forth a calculation of the Borrowing Availability as
                  of such calendar month end or such fiscal quarter end, as
                  applicable. The Administrative Agent shall determine the
                  availability of any Borrowing or the issuance of any Letter of
                  Credit based upon the most current calendar month end or the
                  most current fiscal quarter end, as applicable, Borrowing
                  Availability Certificate showing that the Borrowing
                  Availability is sufficient to support such Borrowing or the
                  issuance of such Letter of Credit. All Borrowings and issuance
                  of Letters of Credit during each calendar month or fiscal
                  quarter, as applicable, shall thereafter be reconciled by the
                  Administrative Agent upon receipt of the next succeeding
                  Borrowing Availability Certificate, and to the extent any
                  Borrowing was made or any Letter of Credit was issued without
                  the appropriate availability (as shown by such next succeeding
                  Borrowing


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                  Availability Certificate) and a resulting margin imbalance has
                  occurred, the Borrower shall be required to pay down such
                  margin imbalance immediately upon telephonic notice (followed
                  by written notice) of such margin imbalance from the
                  Administrative Agent. At the option of the Administrative
                  Agent, each Borrowing Availability Certificate shall be
                  subject to verification by appropriate representatives of the
                  Administrative Agent prior to the disbursement of any monies.

                  (b)      Section 2.2 of "ARTICLE II - AMOUNT AND TERMS OF THE
COMMITMENTS" of the Existing Credit Agreement is hereby deleted in its entirety
and the following is substituted in lieu thereof:

                           SECTION 2.2       REVOLVING LOANS. Subject to the
                  terms and conditions set forth herein, each Lender severally
                  agrees to make Revolving Loans to the Borrower, from time to
                  time during the Availability Period, in the aggregate U.S.
                  Dollar Equivalent principal amount outstanding at any time
                  that will not result in (a) such Lender's Revolving Credit
                  Exposure (determined in accordance with Section 10.14)
                  exceeding such Lender's Revolving Commitment or (b) the sum of
                  the aggregate Revolving Credit Exposures of all Lenders
                  (determined in accordance with Section 10.14) exceeding the
                  lesser of (i) the Aggregate Revolving Commitments or (ii) the
                  Borrowing Base. Funding of any Revolving Loans shall be in any
                  combination of U.S. Dollars and Foreign Currency as specified
                  by the Borrower as set forth in Section 2.3; provided, that
                  subject to the further applicable limitations set forth in
                  Section 2.23(a) with regard to the issuance of Letters of
                  Credit, the U.S. Dollar Equivalent amount of outstanding
                  Revolving Loans and LC Obligations funded and issued in
                  Foreign Currency (determined, with respect to such Revolving
                  Loans and LC Obligations, in accordance with Section 10.14)
                  shall at no time exceed the Foreign Currency Commitment then
                  in effect. During the Availability Period, the Borrower shall
                  be entitled to borrow, prepay and reborrow Revolving Loans in
                  accordance with the terms and conditions of this Agreement;
                  provided, that the Borrower may not borrow or reborrow should
                  there exist a Default or Event of Default.

                  (c)      The last sentence of Section 2.3 of "ARTICLE II -
AMOUNT AND TERMS OF THE COMMITMENTS" of the Existing Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:

                  Promptly following the receipt of a Notice of Revolving
                  Borrowing in accordance herewith, and provided that the
                  Borrowing Availability based on the most current Borrowing
                  Availability Certificate furnished by the Borrower to the
                  Administrative Agent in accordance with Section 2.1 supports
                  such Revolving Borrowing, the Administrative Agent shall
                  advise each Lender of the details thereof and the amount of
                  such Lender's Revolving Loan to be made as part of the
                  requested Revolving Borrowing.

                  (d)      Section 2.4 of "ARTICLE II - AMOUNT AND TERMS OF THE
COMMITMENTS" of the Existing Credit Agreement is hereby deleted in its entirety
and the following is substituted in lieu thereof:

                           SECTION 2.4       SWINGLINE COMMITMENT. Subject to
                  the terms and conditions set forth herein, the Swingline
                  Lender agrees to make Swingline Loans to the Borrower, from
                  time to time from the Closing Date to the Swingline
                  Termination Date, in an aggregate principal amount outstanding
                  at any time not to exceed the lesser of (a) the Swingline
                  Commitment then in effect, (b) the difference between the
                  Aggregate Revolving Commitments and the sum of the aggregate
                  Revolving Credit Exposures of all Lenders and (c) the
                  Borrowing Availability; provided, that the Swingline Lender
                  shall not be


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                  required to make a Swingline Loan to refinance an outstanding
                  Swingline Loan. The Borrower shall be entitled to borrow,
                  repay and reborrow Swingline Loans in accordance with the
                  terms and conditions of this Agreement.

                  (e)      Subsection (a) under Section 2.11 of "ARTICLE II -
AMOUNT AND TERMS OF THE COMMITMENTS" of the Existing Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:

                           (a)      Mandatory Prepayments. The Borrower shall be
                  required to make mandatory principal prepayments from 100% of
                  the Net Cash Proceeds (including all Net Cash Proceeds
                  received on any purchase money Indebtedness held by the
                  recipient of such Net Cash Proceeds) from any Asset
                  Disposition involving 5% or more of the total assets of the
                  Borrower and its Subsidiaries on a consolidated basis as
                  reflected on the Borrower's most recent annual consolidated
                  balance sheet delivered to the Administrative Agent pursuant
                  to Section 5.1(a), unless such Net Cash Proceeds are fully
                  reinvested by the Borrower (or, if applicable, such
                  Subsidiary) in like assets owned by the Borrower or such
                  Guarantor within twelve (12) months from the date of closing
                  such Asset Disposition. In such case, the Borrower will
                  deliver to the Administrative Agent, concurrently with such
                  prepayment, a certificate signed by a Responsible Officer, in
                  form and substance satisfactory to the Administrative Agent,
                  setting the forth the calculation of such Net Cash Proceeds.
                  All such prepayments shall be applied as follows: first, to
                  any outstanding Swingline Loans, second, to any outstanding
                  Revolving Loans (but without a corresponding permanent
                  reduction in the Revolving Commitments), and last, after all
                  Swingline Loans and all Revolving Loans have been repaid, to
                  the Borrower. Further, if at any time after the Closing Date,
                  the aggregate Revolving Credit Exposures shall exceed the
                  lesser of (i) the Aggregate Revolving Commitments or (ii) the
                  Borrowing Base, then (x) on the last day of any Interest
                  Period for any Eurocurrency Borrowing and (y) on any other
                  date in the event Base Rate Borrowings shall be outstanding,
                  the Borrower shall prepay Revolving Loans in an amount equal
                  to the lesser of (A) the amount necessary to eliminate such
                  excess (after giving effect to any other prepayment of Loans
                  on such date) and (B) the amount of the Borrowings referred to
                  in clauses (x) and (y), as applicable. Without limiting the
                  generality of the foregoing, the Borrower acknowledges that
                  such required payments may be necessary whenever the most
                  current calendar month end or the most current fiscal quarter
                  end, as applicable, Borrowing Availability Certificate
                  demonstrates that there shall then be outstanding in respect
                  of the sum of the Revolving Credit Exposures of all Lenders an
                  aggregate amount in excess of the Borrowing Base. Further, if,
                  on any Reset Date, (i) the aggregate Revolving Credit Exposure
                  exceeds 105% of the Aggregate Revolving Commitments then in
                  effect, or (ii) the sum of the U.S. Dollar Equivalent of (A)
                  the aggregate principal amount of outstanding Revolving Loans
                  denominated in a Foreign Currency, plus (B) the undrawn
                  amounts of outstanding Letters of Credit denominated in a
                  Foreign Currency, plus (C) the aggregate amount of LC
                  Disbursements denominated in a Foreign Currency that have not
                  been reimbursed by or on behalf of the Borrower exceeds 105%
                  of the Foreign Currency Commitment then in effect, then, in
                  either such case, the Borrower shall be required to make
                  mandatory principal prepayments of such Revolving Loans in an
                  aggregate amount sufficient to eliminate such excess.
                  Immediately upon determining the need to make any such
                  prepayment, the Borrower shall notify the Administrative Agent
                  of such required prepayment and of the identity of the
                  particular Revolving Loans being prepaid. If the
                  Administrative Agent shall notify the Borrower that the
                  Administrative Agent has determined that any prepayment is
                  required under this Section 2.11(a), the Borrower shall make
                  such prepayment no later than the


                                       8
<PAGE>

                  second Business Day following such notice. Any mandatory
                  prepayment of Revolving Loans pursuant hereto shall not be
                  limited by the notice provision for prepayments set forth in
                  Section 2.11(b). Each such prepayment shall be accompanied by
                  a payment of all accrued and unpaid interest on the Loans
                  prepaid and all amounts required pursuant to Sections 2.17 and
                  2.19.

                  (f)      Subsection (b) under Section 2.13 of "ARTICLE II -
AMOUNT AND TERMS OF THE COMMITMENTS" of the Existing Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:

                           (b)      Commitment Fee. The Borrower agrees to pay
                  to the Administrative Agent for the account of each Lender a
                  commitment fee, which shall accrue at the Applicable
                  Percentage (determined quarterly in accordance with Schedule
                  I) on the average daily amount of the unused Revolving
                  Commitment of such Lender during the Availability Period;
                  provided, that if such Lender continues to have any Revolving
                  Credit Exposure after the Commitment Termination Date, then
                  the commitment fee shall continue to accrue on the amount of
                  such Lender's unused Revolving Commitment from and after the
                  Commitment Termination Date to the date that all of such
                  Lender's Revolving Credit Exposure has been paid in full. As
                  of the Amendment No. 1 Effective Date, the Applicable
                  Percentage shall initially be 0.75%, but shall be reset from
                  time to time as provided in the definition of "Applicable
                  Percentage" herein. Accrued commitment fees shall be payable
                  in arrears on the last day of each March, June, September and
                  December of each year and on the Commitment Termination Date,
                  commencing on the first such date after the Closing Date;
                  provided, that any commitment fees accruing after the
                  Commitment Termination Date shall be payable on demand. For
                  purposes of computing commitment fees with respect to the
                  Revolving Commitments, the Revolving Commitment of each Lender
                  shall be deemed used to the extent of the outstanding
                  Revolving Loans and LC Exposure of such Lender (but
                  outstanding Swingline Loans shall not be deemed usage of the
                  Revolving Commitment of any Lender).

                  (g)      Subsection (a) under Section 2.23 of "ARTICLE II -
AMOUNT AND TERMS OF THE COMMITMENTS" of the Existing Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:

                           (a)      During the Availability Period, the Issuing
                  Bank, in reliance upon the agreements of the other Lenders
                  pursuant to Section 2.23(d), agrees to issue, at the request
                  and for the account of the Borrower, Letters of Credit on
                  behalf of the Borrower on the terms and conditions hereinafter
                  set forth; provided, that (i) each Letter of Credit shall
                  expire on the earlier of (A) the date one year after the date
                  of issuance of such Letter of Credit (or in the case of any
                  renewal or extension thereof, one year after such renewal or
                  extension) and (B) the date that is five (5) Business Days
                  prior to the Commitment Termination Date; (ii) each Letter of
                  Credit shall be in a stated amount of at least the U.S. Dollar
                  Equivalent of $500,000; and (iii) the Borrower may not request
                  any Letter of Credit, if, after giving effect to such issuance
                  (A) the aggregate LC Exposure would exceed the LC Commitment,
                  (B) the aggregate Revolving Credit Exposures of all Lenders
                  would exceed the lesser of (i) the Aggregate Revolving
                  Commitments or (ii) the Borrowing Base, or (C) the issuance of
                  such Letter of Credit would violate any legal or regulatory
                  restriction then applicable to the Issuing Bank or any Lender
                  as notified by the Issuing Bank or such Lender to the
                  Administrative Agent before the date of issuance of such
                  Letter of Credit. Letters of Credit may be issued in face
                  amounts of any Foreign Currency; provided, that the sum of the
                  U.S. Dollar Equivalent of (i) the


                                       9
<PAGE>

                  aggregate principal amount of outstanding Revolving Loans
                  denominated in a Foreign Currency, plus (ii) the undrawn
                  amounts of outstanding Letters of Credit denominated in a
                  Foreign Currency, plus (iii) the aggregate amount of LC
                  Disbursements denominated in a Foreign Currency that have not
                  been reimbursed by or on behalf of the Borrower shall not
                  exceed the Foreign Currency Commitment then in effect. Upon
                  the issuance of each Letter of Credit each Lender shall be
                  deemed to, and hereby irrevocably and unconditionally agrees
                  to, purchase from the Issuing Bank without recourse a
                  participation in such Letter of Credit equal to such Lender's
                  Pro Rata Share of the aggregate amount available to be drawn
                  under such Letter of Credit. Each issuance of a Letter of
                  Credit shall be deemed to utilize the Revolving Commitment of
                  each Lender by an amount equal to the amount of such
                  participation.

         SECTION 2.3       AMENDMENTS TO ARTICLE V - AFFIRMATIVE COVENANTS.
Effective as of the Amendment No. 1 Effective Date, the Existing Credit
Agreement is hereby amended as follows:

                  (a)      Subsection (c) under Section 5.1 of "ARTICLE V -
AFFIRMATIVE COVENANTS" of the Existing Credit Agreement is hereby deleted in its
entirety and the following new subsection is inserted in its place:

                           (c)      concurrently with the delivery of the
                  financial statements referred to in clauses (a) and (b) above,
                  a certificate of a Responsible Officer, (i) certifying as to
                  whether there exists a Default or Event of Default on the date
                  of such certificate, and if a Default or an Event of Default
                  then exists, specifying the details thereof and the action
                  which the Borrower has taken or proposes to take with respect
                  thereto, and (ii) stating whether any change in GAAP or the
                  application thereof has occurred since the date of the
                  Borrower's audited financial statements referred to in Section
                  4.4 and, if any change has occurred, specifying the effect of
                  such change on the financial statements accompanying such
                  certificate;

                  (b)      Subsections (e) and (f) under Section 5.1 of "ARTICLE
V - AFFIRMATIVE COVENANTS" of the Existing Credit Agreement are hereby
re-designated as subsections (g) and (h), respectively, and the following new
subsections (e) and (f) are added under said Section as follows:

                           (e)      as applicable in accordance with Section
                  2.1(b), (i) on or before the tenth (10th) Business Day of each
                  calendar month or (ii) as soon as available after the end of
                  each fiscal quarter of the Borrower and, in any event, at or
                  before the time of delivery of the financial statements
                  required by Section 5.1(a) and (b), a Borrowing Availability
                  Certificate as of the last day of the immediately preceding
                  calendar month end or fiscal quarter end, as applicable;

                           (f)      concurrently with the delivery of each
                  Borrowing Availability Certificate referred to in clause (e),
                  a certificate of a Responsible Officer (a "COVENANT COMPLIANCE
                  CERTIFICATE"), setting forth in reasonable detail calculations
                  demonstrating compliance with Article VI in the form of
                  Exhibit 5.1(f) hereto;

                  (c)      Section 5.9 of "ARTICLE V - AFFIRMATIVE COVENANTS" of
the Existing Credit Agreement is hereby amended to change the reference to
Section 7.4(c) therein to Section 7.4(a).

         SECTION 2.4       AMENDMENTS TO ARTICLE VI - FINANCIAL COVENANTS.
Effective as of the Amendment No. 1 Effective Date, the Existing Credit
Agreement is hereby amended as follows:

                  (a)      Section 6.1 of "ARTICLE VI - FINANCIAL COVENANTS" of
the Existing Credit Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof:


                                       10
<PAGE>

                           SECTION 6.1       LEVERAGE RATIO. The Borrower and
                  its Subsidiaries will have, as of the end of each fiscal
                  quarter of the Borrower, commencing with the fiscal quarter
                  ending December 31, 2002, a Leverage Ratio of not greater than
                  2.00:1.00, calculated on a rolling four-quarter basis and
                  determined in accordance with GAAP.

                  (b)      Section 6.2 of "ARTICLE VI - FINANCIAL COVENANTS" of
the Existing Credit Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof:

                           SECTION 6.2       FIXED CHARGE COVERAGE RATIO. The
                  Borrower and its Subsidiaries will have, as of the end of each
                  fiscal quarter of the Borrower, (a) commencing with the fiscal
                  quarter ending September 30, 2002 through and including the
                  fiscal quarter ending December 31, 2002, a Fixed Charge
                  Coverage Ratio of not less than 1.25:1.00; (b) for the fiscal
                  quarter ending March 31, 2003, a Fixed Charge Coverage Ratio
                  of not less than 1.20:1:00; (c) commencing with the fiscal
                  quarter ending June 30, 2003 through and including the fiscal
                  quarter ending September 30, 2003, a Fixed Charge Coverage
                  Ratio of not less than 1.05:1.00; (d) for the fiscal quarter
                  ending December 31, 2003, a Fixed Charge Coverage Ratio of not
                  less than 1.15:1.00; and (e) commencing with the fiscal
                  quarter ending March 31, 2004 and thereafter, a Fixed Charge
                  Coverage Ratio of not less than 1.25:1.00, in each case,
                  calculated on a rolling four-quarter basis and determined in
                  accordance with GAAP.

                  (c)      Section 6.3 of "ARTICLE VI - FINANCIAL COVENANTS" of
the Existing Credit Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof:

                           SECTION 6.3       CONSOLIDATED NET WORTH. The
                  Borrower and its Subsidiaries will have, as of the end of each
                  fiscal quarter of the Borrower, commencing with the fiscal
                  quarter ending December 31, 2002, a Consolidated Net Worth in
                  an amount equal to or greater than the difference between (a)
                  the sum of (i) $167,500,000, plus (ii) 50% of cumulative
                  Consolidated Net Income accrued since the end of such fiscal
                  quarter, all determined in accordance with GAAP; provided,
                  that if Consolidated Net Income is negative in any fiscal
                  quarter the amount added for such fiscal quarter shall be zero
                  and such negative Consolidated Net Income shall not reduce the
                  amount of Consolidated Net Income added from any previous
                  fiscal quarter, plus (iii) one hundred percent (100%) of the
                  aggregate Net Cash Proceeds from any Equity Issuance, minus
                  (b) an amount equal to the actual expenditure of funds by
                  Borrower on or after November 1, 2002 for the repurchase of
                  Borrower's common stock, not to exceed, however, $7,500,000 in
                  the aggregate at any time for the term of the Loans, in each
                  case calculated quarterly on the last day of each fiscal
                  quarter.

                  (d)      A new Section 6.4 is hereby added under "ARTICLE VI -
FINANCIAL COVENANTS" of the Existing Credit Agreement as follows:

                           SECTION 6.4       LIQUIDITY. The Borrower and its
                  Subsidiaries will have at all times cash and Cash Equivalents
                  in an amount equal to or greater than the U.S. Dollar
                  Equivalent of $40,000,000; provided, however, the Borrower may
                  not request or use Borrowings hereunder in order to meet such
                  liquidity requirement.

                  (e)      A new Section 6.5 is hereby added under "ARTICLE VI -
FINANCIAL COVENANTS" of the Existing Credit Agreement as follows:


                                       11
<PAGE>

                           SECTION 6.5       MINIMUM ELIGIBLE ACCOUNTS. The
                  Borrower and the Subsidiary Guarantors will have at all times
                  Eligible Accounts in an amount equal to or greater than
                  $23,750,000.

         SECTION 2.5       AMENDMENTS TO ARTICLE VII - NEGATIVE COVENANTS.
Effective as of the Amendment No. 1 Effective Date, the Existing Credit
Agreement is hereby amended as follows:

                  (a)      Subsection (h) under Section 7.1 of "ARTICLE VII -
NEGATIVE COVENANTS" of the Existing Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:

                           (h)      other unsecured Indebtedness in an aggregate
                  principal amount not to exceed $2,000,000 at any time
                  outstanding.

                  (b)      Subsection (a)(iii) under Section 7.4 of "ARTICLE VII
- NEGATIVE COVENANTS" of the Existing Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:

                           (iii)    Investments in the common stock or
                  securities of any other Person (including any option, warrant
                  or other right to acquire any such stock or securities) or
                  purchases, leases or other acquisitions (in one transaction or
                  a series of transactions) of any assets of any other Person;
                  provided, that (A) the aggregate cost of any such Investments
                  or acquisitions (which includes assumed Indebtedness) does not
                  exceed $10,000,000 in any single case; (B) the aggregate cost
                  of all such Investments and other acquisitions (which includes
                  assumed Indebtedness) for any period of four consecutive
                  fiscal quarters of the Borrower does not exceed $20,000,000;
                  and (C) the aggregate cost of all such Investments and other
                  acquisitions (which includes assumed Indebtedness) for the
                  term of the Loans does not exceed $50,000,000;

                  (c)      Subsections (a)(vi) and (vii) under Section 7.4 of
"ARTICLE VII - NEGATIVE COVENANTS" of the Existing Credit Agreement are hereby
amended to strike the word "and" at the end of subsection (a)(vi) and to strike
the period at the end of subsection (a)(vii) and to insert in its place "; and".

                  (d)      A new subsection (a)(viii) is hereby added under
Section 7.4 of "ARTICLE VII - NEGATIVE COVENANTS" as follows:

                           (viii)   Investments in repurchases of the capital
                  stock of the Borrower which do not exceed $5,000,000 for the
                  term of the Loans, provided, that the foregoing limitation
                  shall be increased to $7,500,000 if Consolidated EBITDAR
                  exceeds $16,000,000 as of the end of any fiscal quarter
                  commencing with the fiscal quarter ending September 30, 2003.

                  (e)      Subsection (b) under Section 7.4 of "ARTICLE VII -
NEGATIVE COVENANTS" of the Existing Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:

                           (b)      The Borrower will not, and will not permit
                  any of its Subsidiaries to, make Capital Expenditures in the
                  aggregate (i) in excess of (A) $7,500,000 during any fiscal
                  quarter of the Borrower commencing with the fiscal quarter
                  ending December 31, 2002 through and including the fiscal
                  quarter ending December 31, 2003 or (B) $15,000,000 during any
                  fiscal quarter of the Borrower commencing with the fiscal
                  quarter ending March 31, 2004 and thereafter, or (ii) in
                  excess of (A) $25,000,000 for any period of four consecutive
                  fiscal quarters of the Borrower commencing with the fiscal
                  quarter ending


                                       12
<PAGE>

                  December 31, 2002 through and including the fiscal quarter
                  ending December 31, 2003 or (B) $50,000,000 for any period of
                  four consecutive fiscal quarters of the Borrower commencing
                  with the fiscal quarter ending March 31, 2004 and thereafter.

                  (f)      Section 7.5 of "ARTICLE VII - NEGATIVE COVENANTS" of
the Existing Credit Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof:

                           SECTION 7.5       RESTRICTED PAYMENTS. The Borrower
                  will not, and will not permit its Subsidiaries to, declare or
                  make, or agree to pay or make, directly or indirectly, any
                  dividend on any class of its stock, or make any payment on
                  account of, or set apart assets for a sinking or other
                  analogous fund for, the purchase, redemption, retirement,
                  defeasance or other acquisition of, any shares of common stock
                  or Indebtedness subordinated to the Obligations of the
                  Borrower or any options, warrants, or other rights to purchase
                  such common stock or such Indebtedness, whether now or
                  hereafter outstanding (each, a "RESTRICTED PAYMENT"), except
                  for (a) dividends payable by the Borrower solely in shares of
                  any class of its common stock and (b) Restricted Payments made
                  by any Subsidiary to the Borrower or to another Subsidiary
                  Loan Party.

         SECTION 2.6       AMENDMENTS TO ARTICLE VIII - EVENTS OF DEFAULT.
Effective as of the Amendment No. 1 Effective Date, the Existing Credit
Agreement is hereby amended as follows:

                  (a)      Subsection (k) under Section 8.1 of "ARTICLE VIII -
EVENTS OF DEFAULT" of the Existing Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:

                           (k)      any judgment or order for the payment of
                  money that exceeds $2,500,000 in the aggregate (excluding,
                  however, for the period ending September 30, 2002 and
                  thereafter, the settlement of that certain class action suit
                  against the Borrower identified on Schedule 4.5 in an amount
                  not exceeding $13,800,000, exclusive of insurance, pursuant to
                  the memorandum of understanding filed with the court), or that
                  has, or could reasonably be expected to have, a Material
                  Adverse Effect shall be rendered against the Borrower or any
                  Subsidiary, and either (i) enforcement proceedings shall have
                  been commenced by any creditor upon such judgment or order or
                  (ii) there shall be a period of 30 consecutive days during
                  which a stay of enforcement of such judgment or order, by
                  reason of a pending appeal or otherwise, shall not be in
                  effect; or

         SECTION 2.7       AMENDMENTS TO SCHEDULE I - PRICING GRID. Effective as
of the Amendment No. 1 Effective Date, the Existing Credit Agreement is hereby
amended as follows:

                  (a)      Schedule I of the Existing Credit Agreement
         is hereby deleted in its entirety and the new form of Schedule
         I attached hereto is substituted in lieu thereof.

         SECTION 2.8       DELETION OF EXISTING EXHIBIT 2.1 AND ADDITION OF NEW
EXHIBIT 2.1 - BORROWING AVAILABILITY CERTIFICATE. Effective as of the Amendment
No. 1 Effective Date, the Existing Credit Agreement is hereby amended as
follows:

                  (a)      Exhibit 2.1 to the Existing Credit Agreement
         is hereby deleted in its entirety and is replaced by the new
         Exhibit 2.1 - Borrowing Availability Certificate in the form
         attached hereto.

         SECTION 2.9       RE-DESIGNATION OF EXHIBIT 5.1(C) TO EXHIBIT 5.1(F) -
COVENANT COMPLIANCE CERTIFICATE. Effective as of the Amendment No. 1 Effective
Date, the Existing Credit Agreement is hereby amended as follows:


                                       13
<PAGE>

                           (a)      Exhibit 5.1(c) to the Existing Credit
                  Agreement is hereby re-designated as Exhibit 5.1(f) - Covenant
                  Compliance Certificate, and all references in the Existing
                  Credit Agreement to Section 5.1(c), from and after the
                  Amendment No. 1 Effective Date, shall be deemed to refer to
                  Section 5.1(f).

         SECTION 2.10      REDUCTION OF REVOLVING NOTE AMOUNTS. Effective as of
the Amendment No. 1 Effective Date, the Existing Credit Agreement is hereby
amended as follows:

                           (a)      Notwithstanding the fact that the face
                  amount of the Revolving Credit Note currently held by each
                  Lender is in the amount of the Lender's original Revolving
                  Commitment, the principal amount thereof shall not exceed such
                  Lender's reduced Revolving Commitment as set forth with
                  respect to each Lender on the signature pages to this
                  Amendment, and each such Revolving Credit Note and all
                  references thereto in the Existing Credit Agreement shall be
                  deemed amended accordingly effective as of the Amendment No. 1
                  Effective Date without the necessity of re-executing any
                  Revolving Credit Note.

                                  ARTICLE III

                        EFFECTIVENESS OF AMENDMENT NO. 1

         SECTION 3.1       Upon execution hereof by the Borrower, the
Administrative Agent and the Required Lenders, this Amendment shall be and
become effective as of the date hereof (the "AMENDMENT NO. 1 EFFECTIVE DATE"),
and hereafter, this Amendment shall be known, and may be referred to, as
"AMENDMENT NO. 1".

                                   ARTICLE IV

                                  MISCELLANEOUS

         SECTION 4.1       REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that, after
giving effect to this Amendment, (a) no Default or Event of Default exists under
the Existing Credit Agreement or any of the other Loan Documents, (b) all
representations and warranties of each Loan Party set forth in the Loan
Documents are true and correct in all material respects on and as of the date
hereof (except for those which expressly relate to an earlier date), (c) since
the date of the most recent financial statements of the Borrower described in
Section 5.1(a) or (b) of the Existing Credit Agreement, there has been no change
which has had or could reasonably be expected to have a Material Adverse Effect,
and (d) the Loan Documents are legal, valid and binding obligations of the
respective Loan Parties and are enforceable by the Administrative Agent and the
Lenders, as applicable, against such Loan Parties in accordance with their
respective terms.

         SECTION 4.2       CROSS REFERENCES. References in this Amendment to any
Section are, unless otherwise specified, to such Section of this Amendment.

         SECTION 4.3       INSTRUMENT PURSUANT TO EXISTING CREDIT AGREEMENT.
This Amendment is a document executed pursuant to the Existing Credit Agreement
and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with the terms and provisions of the
Existing Credit Agreement.

         SECTION 4.4       LOAN DOCUMENTS. The Borrower hereby confirm and agree
that the Loan Documents are, and shall continue to be, in full force and effect
and hereby ratify and approve in all respects their obligations thereunder,
except that, upon the effectiveness of, and on and after the date of this
Amendment, all references in each Loan Document to the "CREDIT Agreement",
"thereunder", "thereof" or words of like import referring to the Existing Credit
Agreement shall mean the Amended Credit Agreement.


                                       14
<PAGE>

         SECTION 4.5       INDEMNIFICATION. The Borrower shall pay, and hold the
Administrative Agent, the Collateral Agent and each of the Lenders harmless from
and against, any and all present and future stamp, documentary, and other
similar taxes with respect to this Amendment and any other Loan Documents, any
collateral described therein, or any payments due thereunder, and save the
Administrative Agent and each Lender harmless from and against any and all
liabilities with respect to or resulting from any delay or omission to pay such
taxes. The indemnity provided herein shall survive repayment of the Loans.


         SECTION 4.6       ENTIRE AGREEMENT. This Amendment and any separate
letter agreement(s) relating to any fees payable to the Administrative Agent
constitute the entire agreement among the parties hereto and thereto regarding
the subject matters hereof and thereof and supersede all prior agreements and
understandings, oral or written, regarding such subject matters.

         SECTION 4.7       COUNTERPARTS, ETC. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement. The parties may execute facsimile copies of this Amendment and the
facsimile signature of any such party shall be deemed an original and fully
binding on said party; provided, any party executing this Amendment by facsimile
signature agrees to promptly provide ten (10) original executed copies of this
Amendment to Administrative Agent.

         SECTION 4.8       GOVERNING LAW; ETC. This Amendment shall be governed
by and construed in accordance with the applicable terms and provisions of
Section 10.5 - Governing Law; Jurisdiction; Consent to Service of Process of
"ARTICLE X - MISCELLANEOUS" of the Existing Credit Agreement, which terms and
provisions are incorporated herein by reference.

         SECTION 4.9       NO OTHER MODIFICATIONS. Except as hereby amended, no
other term, condition or provision of the Existing Credit Agreement shall be
deemed modified or amended, and this Amendment shall not be considered a
novation.

         SECTION 4.10      SUCCESSORS AND ASSIGNS. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

                        [Signatures follow on next page]


                                       15
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed [under seal in the case of the Borrower] by their respective duly
authorized officers as of the day and year first above written.

                                   SYKES ENTERPRISES, INCORPORATED



                                   By:  /s/ W. Michael Kipphut
                                       -----------------------------------------
                                       Name:  W. Michael Kipphut
                                       Title:    Group Executive and
                                                   Senior Vice President-Finance

                                                   [SEAL]

                                   SUNTRUST BANK, AS ADMINISTRATIVE AGENT, AS
                                   COLLATERAL AGENT, AS SWINGLINE LENDER AND AS
                                   A LENDER



                                   By : /s/ Donald T. Campisano
                                       ---------------------------------------
                                       Name:  Donald T. Campisano
                                            ----------------------------------
                                       Title:  Director
                                             ---------------------------------

                                   Revolving Commitment: $16,666,666

                                   Swingline Commitment: $10,000,000


                                      S-1
<PAGE>

                                    WACHOVIA BANK, NATIONAL ASSOCIATION, AS A
                                    LENDER



                                    By: /s/ J. Andrew Phelps
                                       ----------------------------------------
                                       Name: J. Andrew Phelps
                                            -----------------------------------
                                       Title: Vice President
                                             ----------------------------------

                                    Revolving Commitment: $13,333,333


                                      S-2
<PAGE>

                                    BNP PARIBAS, AS A LENDER



                                    By:
                                       ----------------------------------------
                                       Name:
                                            -----------------------------------
                                       Title:
                                            -----------------------------------

                                    Revolving Commitment: $10,000,000


                                      S-3
<PAGE>

                                    Accepted and Agreed to as of the Amendment
                                    No. 1 Effective Date:

                                    SYKES GLOBAL HOLDINGS, LLC
                                    SYKES LP HOLDINGS, LLC
                                    SYKES FINANCIAL SERVICES, INC.



                                    By:    /s/ W. Michael Kipphut
                                        ---------------------------------------
                                        Name:  W. Michael Kipphut
                                        Title: Senior Vice President and
                                                 Chief Financial Officer

                                    SYKES REALTY, INC.



                                    By:    /s/ W. Michael Kipphut
                                        ---------------------------------------
                                        Name:  W. Michael Kipphut
                                        Title: Vice President and
                                                 Chief Financial Officer

                                    SYKES ENTERPRISES-SOUTH AFRICA, INC.



                                    By:    /s/ W. Michael Kipphut
                                        ---------------------------------------
                                        Name:  W. Michael Kipphut
                                        Title: President


                                      S-4
<PAGE>

                                  Schedule I-1

                                  PRICING GRID

<TABLE>
<CAPTION>
         Leverage Ratio                 Applicable Margin         Applicable Percentage
                                            (per annum)                (per annum)
                                    ---------------------------------------------------
                                    Base Rate           LIBOR        Commitment Fee
                                    ---------           -----        ------------------
<S>                                 <C>                 <C>          <C>
Level I: <0.75                         0.50%            1.50%             0.50%
         -
Level II: > 0.75 and <1.50             1.00%            2.00%             0.625%
                     -
Level III: > 1.50                      1.50%            2.50%             0.75%
</TABLE>


                                  Schedule I-1