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                                CREDIT AGREEMENT

                                      among

                               SITEL CORPORATION,

                                SITEL EUROPE PLC,

                               SITEL TMS LIMITED,


                                 VARIOUS LENDERS

                                       and

                             BANKERS TRUST COMPANY,
                             as administrative AGENT

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                           Dated as of April 11, 2000

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                        DEUTSCHE BANK SECURITIES INC., as
                         LEAD ARRANGER and BOOK MANAGER

                            BANK OF AMERICA, N.A., as
                                SYNDICATION AGENT

                                       and

                          FIRST UNION NATIONAL BANK, as

                               DOCUMENTATION AGENT

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<PAGE>

                  CREDIT  AGREEMENT,  dated as of April 11,  2000,  among  SITEL
CORPORATION,  a Minnesota  corporation (the "US Borrower"),  SITEL EUROPE PLC, a
company incorporated under the laws of England (the "English  Borrower"),  SITEL
TMS  LIMITED,  a company  incorporated  under the laws of  Ireland  (the  "Irish
Borrower"),  the  Lenders  party  hereto from time to time,  and  BANKERS  TRUST
COMPANY, as Administrative  Agent (all capitalized terms used herein and defined
in Section 11 are used herein as therein defined).

                              W I T N E S S E T H:
                               - - - - - - - - - -


                  WHEREAS,  subject  to and upon the  terms and  conditions  set
forth  herein,  the  Lenders  are willing to make  available  to the  respective
Borrowers the respective credit facilities provided for herein;

                  NOW, THEREFORE, IT IS AGREED:

                  SECTION 1. Amount and Terms of Credit.

                  1.01 The  Commitments.  (a)  Subject to and upon the terms and
conditions set forth herein,  each Lender  severally agrees to make, at any time
and from  time to time on and after  the  Effective  Date and prior to the Final
Maturity Date, one or more loans (each, a "Revolving  Loan",  and  collectively,
the  "Revolving  Loans") to one or more of the Borrowers  (on a several  basis),
which Revolving Loans (i) shall be made and maintained in the Approved  Currency
or  Approved  Currencies  permitted  for  the  applicable   Borrower,   (ii)  if
denominated in Dollars, at the option of the US Borrower,  shall be incurred and
maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, (iii)
if denominated in a Foreign  Currency,  at the option of the applicable  Foreign
Borrower,  shall be incurred and  maintained as, and/or  converted  into, one or
more Borrowings of Revolving Loans of such Foreign  Currency,  (iv) if Euro Rate
Loans,  shall have such  Interest  Periods  as are  selected  by the  applicable
Borrower  pursuant  to  Section  1.09,  (v)  may be  repaid  and  reborrowed  in
accordance with the provisions  hereof,  (vi) shall not exceed for any Lender at
any time  outstanding that aggregate  Principal Amount which,  when added to the
sum of (x) the aggregate  Principal  Amount of all other Revolving Loans made by
such  Lender  and then  outstanding  and (y) the  product  of (A) such  Lender's
Percentage  and (B) the sum of (1) the aggregate  amount of all Letter of Credit
Outstandings  (exclusive of Unpaid  Drawings  which are repaid with the proceeds
of, and simultaneously with the incurrence of, Revolving Loans) at such time and
(2)  the  aggregate  Principal  Amount  of all  Swingline  Loans  (exclusive  of
Swingline Loans which are repaid with the proceeds of, and  simultaneously  with
the  incurrence  of,  the  respective   incurrence  of  Revolving   Loans)  then
outstanding,  equals the Revolving Loan  Commitment of such Lender at such time,
and  (vii)  shall  not  exceed  for all  Lenders  at any time  outstanding  that
aggregate  Principal  Amount  which,  when added to the sum of (I) the aggregate
amount of all Letter of Credit Outstandings  (exclusive of Unpaid Drawings which
are repaid with the proceeds of, and simultaneously  with the incurrence of, the
respective  incurrence  of Revolving  Loans) at such time and (II) the aggregate
Principal  Amount of all Swingline Loans (exclusive of Swingline Loans which are
repaid with the


<PAGE>

proceeds  of,  and  simultaneously   with  the  incurrence  of,  the  respective
incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan
Commitment at such time.

                  (b)  Subject  to and upon the terms and  conditions  set forth
herein,  the Swingline  Lender agrees to make, at any time and from time to time
on and after  the  Effective  Date and prior to the  Swingline  Expiry  Date,  a
revolving loan or revolving  loans (each a "Swingline  Loan" and,  collectively,
the "Swingline  Loans") to the US Borrower,  which  Swingline Loans (i) shall be
made and  maintained  in Dollars and as Base Rate Loans,  (ii) may be repaid and
reborrowed in accordance with the provisions  hereof,  (iii) shall not exceed in
aggregate  Principal Amount at any time outstanding,  when combined with the sum
of (I) the aggregate  Principal  Amount of all Revolving Loans then  outstanding
and (II) the aggregate amount of all Letter of Credit Outstandings at such time,
an amount equal to the Total  Revolving  Loan  Commitment at such time, and (iv)
shall not  exceed in  aggregate  Principal  Amount at any time  outstanding  the
Maximum Swingline Amount.  Notwithstanding anything to the contrary contained in
this Section  1.01(b),  (x) the Swingline  Lender shall not be obligated to make
any Swingline  Loans at a time when a Lender Default exists unless the Swingline
Lender has entered into  arrangements  satisfactory to it and the US Borrower to
eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or
Lenders'   participation   in   such   Swingline   Loans,   including   by  cash
collateralizing   such  Defaulting   Lender's  or  Lenders'  Percentage  of  the
outstanding  Swingline  Loans and (y) the  Swingline  Lender  shall not make any
Swingline  Loan after it has  received  written  notice from any Borrower or the
Required  Lenders  stating  that a Default or an Event of Default  exists and is
continuing  until such time as the Swingline  Lender shall have received written
notice  (I) of  rescission  of all  such  notices  from  the  party  or  parties
originally delivering such notice or (II) of the waiver of such Default or Event
of Default by the Required Lenders.

                  (c) On any Business Day, the Swingline Lender may, in its sole
discretion,  give notice to the Lenders that the Swingline Lender's  outstanding
Swingline  Loans shall be funded with one or more  Borrowings of Revolving Loans
(provided that such notice shall be deemed to have been automatically given upon
the  occurrence  of a Default or an Event of Default under Section 10.05 or upon
the  exercise of any of the remedies  provided in the last  paragraph of Section
10), in which case one or more  Borrowings  of Revolving  Loans  denominated  in
Dollars and  constituting  Base Rate Loans (each such  Borrowing,  a  "Mandatory
Borrowing")  shall be made on the  immediately  succeeding  Business  Day by all
Lenders pro rata based on each  Lender's  Percentage  (determined  before giving
effect to any termination of the Revolving Loan Commitments pursuant to the last
paragraph of Section 10) and the proceeds  thereof shall be applied  directly by
the  Swingline  Lender  to repay  the  Swingline  Lender  for  such  outstanding
Swingline Loans. Each Lender hereby  irrevocably  agrees to make Revolving Loans
upon one  Business  Day's  notice  pursuant to each  Mandatory  Borrowing in the
amount and in the manner  specified  in the  preceding  sentence and on the date
specified in writing by the Swingline Lender  notwithstanding  (i) the amount of
the  Mandatory  Borrowing  may not  comply  with the  Minimum  Borrowing  Amount
otherwise required hereunder, (ii) whether any conditions specified in Section 6
are then satisfied,  (iii) whether a Default or an Event of Default then exists,
(iv)  the date of such  Mandatory  Borrowing  and (v) the  amount  of the  Total
Revolving  Loan  Commitment  at such  time.  In the  event  that  any  Mandatory
Borrowing  cannot for any reason be made on the date  otherwise  required  above
(including,  without limitation, as a result of the

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<PAGE>

commencement  of a proceeding  under the Bankruptcy  Code with respect to the US
Borrower),  then each Lender hereby agrees that it shall forthwith  purchase (as
of the date the Mandatory Borrowing would otherwise have occurred,  but adjusted
for any payments  received  from the US Borrower on or after such date and prior
to  such  purchase)  from  the  Swingline  Lender  such  participations  in  the
outstanding  Swingline Loans as shall be necessary to cause the Lenders to share
in  such  Swingline  Loans  ratably  based  upon  their  respective  Percentages
(determined  before  giving  effect to any  termination  of the  Revolving  Loan
Commitments pursuant to the last paragraph of Section 10), provided that (x) all
interest  payable  on the  Swingline  Loans  shall  be for  the  account  of the
Swingline  Lender  until the date as of which the  respective  participation  is
required  to be  purchased  and,  to the extent  attributable  to the  purchased
participation,  shall be payable to the participant from and after such date and
(y) at the time any  purchase of  participations  pursuant  to this  sentence is
actually  made,  the  purchasing  Lender shall be required to pay the  Swingline
Lender interest on the principal  amount of the  participation  so purchased for
each day from and  including the day upon which the  Mandatory  Borrowing  would
otherwise  have  occurred  to  but  excluding  the  date  of  payment  for  such
participation,  at the overnight Federal Funds Rate for the first three days and
at the rate  otherwise  applicable  to Revolving  Loans  maintained as Base Rate
Loans hereunder for each day thereafter.

                  1.02 Minimum Amount of Each Borrowing. The aggregate principal
amount of each Borrowing of Revolving Loans or Swingline Loans shall not be less
than the Minimum  Borrowing Amount applicable  thereto.  More than one Borrowing
may occur on the same date, but at no time shall there be outstanding  more than
fifteen Borrowings of Euro Rate Loans.

                  1.03 Notice of  Borrowing.  (a)  Whenever  (x) the US Borrower
desires  to incur  Dollar  Loans  hereunder  (other  than  Swingline  Loans  and
Revolving  Loans incurred  pursuant to a Mandatory  Borrowing),  the US Borrower
shall give the  Administrative  Agent at the Notice Office at least one Business
Day's prior  notice of each Base Rate Loan,  and at least three  Business  Days'
prior notice of each  Eurodollar  Loan,  provided  that any such notice shall be
deemed to have been given on a certain day only if given before 11:00 A.M.  (New
York time) on such day, and (y) any Foreign  Borrower  desires to incur  Foreign
Currency Loans hereunder,  such Foreign  Borrower shall give the  Administrative
Agent at the Notice  Office at least three  Business  Days' prior notice of each
such Foreign  Currency  Loan,  provided  that any such notice shall be deemed to
have been given on a certain day only if given before 11:00 A.M. (Local time) on
such day. Each such notice (each a "Notice of  Borrowing"),  except as otherwise
expressly  provided in Section 1.10,  shall be irrevocable and shall be given by
the  applicable  Borrower in writing,  or by  telephone  promptly  confirmed  in
writing,  in the form of Exhibit A,  appropriately  completed to specify (i) the
date of such  incurrence  (which shall be a Business  Day),  (ii) the  aggregate
principal  amount of the  Revolving  Loans to be made (stated in the  applicable
Approved  Currency),  (iii) the Approved Currency for such Revolving Loans, (iv)
in the case of Dollar  Loans,  whether  such  Dollar  Loans being made are to be
initially  maintained as Base Rate Loans or, to the extent permitted  hereunder,
Eurodollar  Loans,  and (v) in the case of Euro Rate Loans, the initial Interest
Period to be applicable  thereto.  The Administrative  Agent shall promptly give
each Lender notice of such proposed incurrence,  of such Lender's  proportionate
share thereof and of the other  matters  required by the  immediately  preceding
sentence to be specified in the Notice of Borrowing.

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<PAGE>

                  (b)(i)  Whenever  the US Borrower  desires to incur  Swingline
Loans  hereunder,  the US Borrower shall give the Swingline Lender no later than
2:00 P.M.  (New York time) on the date that a  Swingline  Loan is to be incurred
hereunder,  written notice or telephonic notice promptly confirmed in writing of
each  Swingline  Loan to be  incurred  hereunder.  Each  such  notice  shall  be
irrevocable and specify in each case (A) the date of Borrowing (which shall be a
Business Day) and (B) the aggregate  principal  amount of the Swingline Loans to
be incurred pursuant to such Borrowing.

                  (ii)  Mandatory  Borrowings  shall  be made  upon  the  notice
specified in Section 1.01(c),  with the US Borrower irrevocably agreeing, by its
incurrence of any Swingline  Loan, to the making of the Mandatory  Borrowings as
set forth in Section 1.01(c).

                  (c)  Without  in  any  way  limiting  the  obligation  of  the
applicable  Borrower to confirm in writing any telephonic notice permitted to be
given  hereunder of any  Borrowing or prepayment  of Loans,  the  Administrative
Agent or the  Swingline  Lender,  as the case may be, may act without  liability
upon the basis of telephonic notice of such Borrowing or prepayment, as the case
may be, believed by the  Administrative  Agent or the Swingline  Lender,  as the
case may be,  in good  faith to be from the  Chairman  of the  Board,  the Chief
Executive Officer, the President,  the Chief Financial Officer, the Treasurer or
any Assistant  Treasurer of such Borrower,  or from any other authorized officer
of such Borrower  designated in writing by any of the foregoing officers of such
Borrower to the  Administrative  Agent as being authorized to give such notices,
prior to receipt  of written  confirmation.  In each such  case,  such  Borrower
hereby  waives  the right to dispute  the  Administrative  Agent's or  Swingline
Lender's  record of the terms of such  telephonic  notice of such  Borrowing  or
prepayment of Loans, as the case may be, absent manifest error.

                  1.04  Disbursement  of Funds.  No later than 12:00 Noon (Local
time) on the date  specified in each Notice of Borrowing  (or (x) in the case of
Swingline  Loans,  no later than 3:00 P.M. (New York time) on the date specified
pursuant to Section  1.03(b)(i) or (y) in the case of Mandatory  Borrowings,  no
later than 1:00 P.M. (New York time) on the date specified in Section  1.01(c)),
each Lender will make  available its pro rata portion  (determined in accordance
with Section 1.07) of each such Borrowing requested to be made on such date (or,
in the case of Swingline  Loans,  the Swingline  Lender will make  available the
full amount  thereof).  All such amounts will be made  available in the relevant
Approved Currency and in immediately available funds at the Payment Office, and,
except  for  Revolving  Loans  made  pursuant  to  a  Mandatory  Borrowing,  the
Administrative  Agent will make  available  to the  applicable  Borrower  at the
Payment Office, in the relevant  Approved Currency and in immediately  available
funds,  the  aggregate  of the amounts so made  available  by the Lenders to the
extent of funds  actually  received  by the  Administrative  Agent.  Unless  the
Administrative Agent shall have been notified by any Lender prior to the date of
Borrowing   that  such  Lender  does  not  intend  to  make   available  to  the
Administrative  Agent such Lender's  portion of any Borrowing to be made on such
date, the Administrative  Agent may assume that such Lender has made such amount
available  to the  Administrative  Agent  on  such  date  of  Borrowing  and the
Administrative  Agent may (but shall not be obligated to), in reliance upon such
assumption, make available to the applicable Borrower a corresponding amount. If
such  corresponding  amount is not in fact made available to

                                       4
<PAGE>

the  Administrative  Agent by such  Lender,  the  Administrative  Agent shall be
entitled to recover such  corresponding  amount on demand from such  Lender.  If
such  Lender  does  not  pay  such  corresponding   amount  forthwith  upon  the
Administrative  Agent's demand therefor, the Administrative Agent shall promptly
notify the  applicable  Borrower and such Borrower  shall  immediately  pay such
corresponding amount to the Administrative  Agent. The Administrative Agent also
shall be entitled to recover on demand from such Lender or such Borrower, as the
case may be, interest on such  corresponding  amount in respect of each day from
the date such  corresponding  amount was made  available  by the  Administrative
Agent to such Borrower until the date such corresponding  amount is recovered by
the  Administrative  Agent,  at a rate per annum equal to (i) if recovered  from
such Lender,  at the  overnight  Federal  Funds Rate (or, in the case of Foreign
Currency  Loans,  the  Administrative   Agent's  customary  rate  for  interbank
advances) for the first three days and at the interest rate otherwise applicable
to such Loans for each day thereafter, and (ii) if recovered from such Borrower,
the rate of interest  applicable  to the  respective  Borrowing,  as  determined
pursuant  to  Section  1.08.  Nothing  in this  Section  1.04 shall be deemed to
relieve any Lender from its  obligation to make Loans  hereunder or to prejudice
any rights  which any  Borrower  may have  against any Lender as a result of any
failure by such Lender to make Loans hereunder.

                  1.05  Notes.  (a)  Each  Borrower's   obligation  to  pay  the
principal  of, and interest  on, the Loans made by each Lender to such  Borrower
shall be  evidenced  in the  Register  maintained  by the  Administrative  Agent
pursuant  to Section  13.15 and shall,  if  requested  by such  Lender,  also be
evidenced  (i) if  Revolving  Loans,  by a  promissory  note duly  executed  and
delivered by each Borrower substantially in the form of Exhibit B-1, with blanks
appropriately  completed in conformity  herewith  (each a "Revolving  Note" and,
collectively,  the  "Revolving  Notes"),  and  (ii)  if  Swingline  Loans,  by a
promissory note duly executed and delivered by the US Borrower  substantially in
the form of Exhibit  B-2,  with blanks  appropriately  completed  in  conformity
herewith (the "Swingline Note").

                  (b) The Revolving  Note issued by each Borrower to each Lender
shall (i) be  executed by such  Borrower,  (ii) be payable to such Lender or its
registered  assigns and be dated the  Effective  Date (or,  if issued  after the
Effective Date, be dated the date of the issuance thereof), (iii) be in a stated
principal  amount  (expressed in Dollars) equal to the Revolving Loan Commitment
of such Lender,  (iv) with respect to each Revolving Loan evidenced thereby,  be
payable in the  respective  Approved  Currency in which such  Revolving Loan was
made, (v) mature on the Final  Maturity Date,  (vi) bear interest as provided in
the appropriate clause of Section 1.08, (vii) be subject to voluntary prepayment
as provided in Section  4.01,  and  mandatory  repayment  as provided in Section
4.02,  and (viii) be entitled to the  benefits of this  Agreement  and the other
Credit Documents.

                  (c)  The  Swingline  Note  issued  by the US  Borrower  to the
Swingline  Lender shall (i) be executed by the US  Borrower,  (ii) be payable to
the Swingline Lender or its registered  assigns and be dated the Effective Date,
(iii)  be in a stated  principal  amount  (expressed  in  Dollars)  equal to the
Maximum  Swingline  Amount  and be payable  in  Dollars  and in the  outstanding
principal  amount of the Swingline  Loans  evidenced  thereby from time to time,
(iv) mature on the Swingline  Expiry Date,  (v) bear interest as provided in the
appropriate  clause of

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<PAGE>

Section  1.08 in  respect  of the Base Rate  Loans  evidenced  thereby,  (vi) be
subject to  voluntary  prepayment  as provided in Section  4.01,  and  mandatory
repayment  as provided in Section  4.02 and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.

                  (d) Each Lender will note on its  internal  records the amount
of each Loan made by it and each  payment in respect  thereof  and will prior to
any  transfer  of any of its Notes  endorse  on the  reverse  side  thereof  the
outstanding  principal  amount of Loans evidenced  thereby.  Failure to make any
such  notation  or any error in such  notation  shall not affect the  respective
Borrower's obligations in respect of such Loans.

                  1.06  Conversions.  The US  Borrower  shall have the option to
convert,  on any Business  Day,  all or a portion  equal to at least the Minimum
Borrowing Amount of the outstanding  principal amount of Revolving Loans made to
the US  Borrower  pursuant  to one or more  Borrowings  of one or more  Types of
Revolving  Loans into a Borrowing of another Type of  Revolving  Loan,  provided
that, (i) except as otherwise provided in Section 1.10(b),  Eurodollar Loans may
be  converted  into Base Rate Loans only on the last day of an  Interest  Period
applicable to the Revolving Loans being converted and no such partial conversion
of  Eurodollar  Loans  shall  reduce the  outstanding  principal  amount of such
Eurodollar  Loans made  pursuant to a single  Borrowing to less than the Minimum
Borrowing Amount applicable thereto,  (ii) Base Rate Loans may only be converted
into  Eurodollar  Loans if no Default or Event of Default is in existence on the
date of such conversion,  and (iii) no conversion  pursuant to this Section 1.06
shall  result  in a greater  number of  Borrowings  of Euro Rate  Loans  than is
permitted under Section 1.02.  Each such conversion  shall be effected by the US
Borrower by giving the Administrative  Agent at the Notice Office prior to 11:00
A.M. (New York time) at least three  Business Days' prior notice (each a "Notice
of Conversion") specifying the Revolving Loans to be so converted, the Borrowing
or  Borrowings  pursuant to which such  Revolving  Loans were made and, if to be
converted into Eurodollar Loans, the Interest Period to be initially  applicable
thereto.  The  Administrative  Agent shall give each Lender prompt notice of any
such proposed  conversion  affecting any of its Revolving  Loans.  Upon any such
conversion the proceeds thereof will be deemed to be applied directly on the day
of such conversion to prepay the outstanding  principal  amount of the Revolving
Loans being  converted.  Swingline  Loans and Foreign  Currency Loans may not be
converted pursuant to this Section 1.06.

                  1.07 Pro Rata  Borrowings.  All Borrowings of Revolving  Loans
under this Agreement shall be incurred from the Lenders pro rata on the basis of
their  Revolving  Loan  Commitments.  It is  understood  that no Lender shall be
responsible  for any  default  by any  other  Lender of its  obligation  to make
Revolving  Loans  hereunder  and that each Lender shall be obligated to make the
Revolving  Loans provided to be made by it hereunder,  regardless of the failure
of any other Lender to make its Revolving Loans hereunder.

                  1.08 Interest.  (a) The US Borrower  agrees to pay interest in
respect of the unpaid  principal  amount of each Base Rate Loan from the date of
Borrowing  thereof  until the earlier of (i) the  maturity  thereof  (whether by
acceleration  or otherwise)  and (ii) the conversion of such Base Rate Loan to a
Eurodollar  Loan  pursuant to Section  1.06,  at a rate per annum which

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<PAGE>

shall be equal to the sum of the Applicable Margin plus the Base Rate each as in
effect from time to time.

                  (b) The US Borrower  agrees to pay  interest in respect of the
unpaid  principal  amount of each  Eurodollar  Loan  from the date of  Borrowing
thereof until the earlier of (i) the maturity  thereof  (whether by acceleration
or otherwise)  and (ii) the  conversion of such  Eurodollar  Loan to a Base Rate
Loan pursuant to Section 1.06,  1.09 or 1.10(b),  as  applicable,  at a rate per
annum which shall,  during each Interest Period applicable  thereto, be equal to
the sum of the Applicable Margin plus the Euro Rate for such Interest Period.

                  (c) Each Foreign Borrower agrees to pay interest in respect of
the unpaid principal amount of each Euro Rate Loan made to such Foreign Borrower
from the date of  Borrowing  thereof  until the  maturity  thereof  (whether  by
acceleration or otherwise) at a rate per annum which shall, during each Interest
Period applicable thereto, be equal to the sum of the Applicable Margin plus the
Euro Rate for such Interest Period.

                  (d) Overdue  principal  and, to the extent  permitted  by law,
overdue interest in respect of each Loan shall, in each case, bear interest at a
rate per annum equal to the greater of (x) the rate which is 2% in excess of the
rate then borne by such Loans and (y) the rate which is 2% in excess of the rate
otherwise applicable to Base Rate Loans from time to time, and all other overdue
amounts  payable  hereunder  and under  any other  Credit  Document  shall  bear
interest  at the rate per annum  equal to the rate  which is 2% in excess of the
rate  applicable  to Base Rate Loans from time to time.  Interest  which accrues
under this Section 1.08(d) shall be payable on demand.

                  (e) Accrued (and theretofore unpaid) interest shall be payable
(i) in respect of each Base Rate Loan,  quarterly  in arrears on each  Quarterly
Payment  Date,  (ii) in respect of each Euro Rate Loan,  on the last day of each
Interest  Period  applicable  thereto and, in the case of an Interest  Period in
excess of three months,  on each date occurring at three month  intervals  after
the first day of such Interest Period, and (iii) in respect of each Loan, on any
repayment or prepayment (on the amount repaid or prepaid),  at maturity (whether
by acceleration or otherwise) and, after such maturity, on demand.

                  (f) Upon each Interest  Determination Date, the Administrative
Agent shall  determine the  respective  interest  rate for each Interest  Period
applicable  to Euro Rate  Loans for which such  determination  is being made and
shall promptly notify the applicable Borrower and the Lenders thereof. Each such
determination  shall, absent manifest error, be final and conclusive and binding
on all parties hereto.

                  1.09 Interest  Periods.  At the time the  applicable  Borrower

gives any Notice of Borrowing or Notice of  Conversion  in respect of the making
of, or conversion  into, any Euro Rate Loan (in the case of the initial Interest
Period  applicable  thereto)  or prior to 11:00 A.M.  (Local  time) on the third
Business Day prior to the  expiration of an Interest  Period  applicable to such
Euro Rate Loan (in the case of any subsequent  Interest Period),  the applicable
Borrower  shall  have the right to elect,  by giving  the  Administrative  Agent
notice thereof,  the interest period

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<PAGE>

(each an "Interest  Period")  applicable to such Euro Rate Loan,  which Interest
Period shall, at the option of such Borrower,  be a one, two, three or six-month
period, provided that:

                 (i) all Euro Rate Loans comprising a  Borrowing  shall  at  all
         times have the same Interest Period;

                (ii) the  initial  Interest  Period for any Euro Rate Loan shall
         commence on the date of Borrowing of such Euro Rate Loan (including, in
         the case of Eurodollar Loans, the date of any conversion thereto from a
         Base Rate  Loan)  and each  Interest  Period  occurring  thereafter  in
         respect of such Euro Rate Loan shall  commence  on the day on which the
         next preceding Interest Period applicable thereto expires;

               (iii) if any Interest Period for a Euro Rate Loan begins on a day
         for which there is no  numerically  corresponding  day in the  calendar
         month at the end of such Interest  Period,  such Interest  Period shall
         end on the last Business Day of such calendar month;

                (iv) if any Interest Period for a Euro Rate Loan would otherwise
         expire on a day which is not a Business Day, such Interest Period shall
         expire on the next succeeding Business Day; provided,  however, that if
         any Interest  Period for a Euro Rate Loan would  otherwise  expire on a
         day which is not a Business  Day but is a day of the month  after which
         no further  Business  Day occurs in such month,  such  Interest  Period
         shall expire on the next preceding Business Day;

                 (v)   no Interest  Period for a Eurodollar Loan may be selected
         at any time when a Default or an Event of Default is then in existence;

                (vi) no Interest Period of longer than one month may be selected
         for a Foreign  Currency  Loan at any time when a Default or an Event of
         Default is then in existence; and

               (vii) no Interest Period in respect of any Borrowing of Euro Rate
         Loans shall be selected which extends beyond the Final Maturity Date.

                  If upon the expiration of any Interest Period  applicable to a
Borrowing of Euro Rate Loans, the applicable Borrower has failed to elect, or is
not  permitted  to  elect,  a new  Interest  Period  to be  applicable  to  such
Eurodollar  Loans as  provided  above,  such  Borrower  shall be  deemed to have
elected (x) in the case of Eurodollar  Loans, to convert such  Eurodollar  Loans
into  Base  Rate  Loans  effective  as of the  expiration  date of such  current
Interest  Period,  and (y) in the case of Foreign  Currency  Loans,  to select a
one-month  Interest  Period for such Foreign  Currency Loans effective as of the
expiration of such current Interest Period.

                                       8
<PAGE>
                  1.10 Increased Costs,  Illegality,  etc. (a) In the event that
any Lender shall have determined  (which  determination  shall,  absent manifest
error,  be final and  conclusive  and binding upon all parties  hereto but, with
respect to clauses  (i) and (iv) below,  may be made only by the  Administrative
Agent):

                 (i) on any Interest  Determination  Date that, by reason of any
         changes arising after the date of this Agreement affecting the relevant
         interbank market, adequate and fair means do not exist for ascertaining
         the  applicable  interest  rate  on  the  basis  provided  for  in  the
         definition of Euro Rate;

                (ii) at any time,  that such Lender shall incur  increased costs
         or reductions  in the amounts  received or  receivable  hereunder  with
         respect  to any Euro  Rate Loan  because  of (x) any  change  since the
         Effective Date in any applicable law or governmental rule,  regulation,
         order, guideline or request (whether or not having the force of law) or
         in the  interpretation  or  administration  thereof and  including  the
         introduction of any new law or governmental  rule,  regulation,  order,
         guideline or request,  such as, for example,  but not limited to: (A) a
         change  in the  basis of  taxation  of  payment  to such  Lender of the
         principal  of or interest on such Euro Rate Loans or any other  amounts
         payable  hereunder  (except  for  changes  in the  rate of tax  on,  or
         determined  by  reference  to, the net income or profits of such Lender
         pursuant to the laws of the jurisdiction in which it is organized or in
         which its principal  office or applicable  lending office is located or
         any subdivision thereof or therein) or (B) a change in official reserve
         requirements,  but, in all events,  excluding  reserves  required under
         Regulation  D  to  the  extent  included  in  the  computation  of  the
         Eurodollar Rate and/or (y) other circumstances since the Effective Date
         affecting such Lender, the relevant interbank market or the position of
         such Lender in such market; or

               (iii) at any time,  that the  making or  continuance  of any Euro
         Rate Loan has been made (x) unlawful by any law or  governmental  rule,
         regulation  or order,  (y)  impossible  by compliance by such Lender in
         good faith with any  governmental  request (whether or not having force
         of law) or (z)  impracticable  as a result of a  contingency  occurring
         after the Effective  Date which  materially  and adversely  affects the
         relevant interbank market;

                (iv) at any time that any Foreign  Currency is not  available in
         sufficient  amounts,  as determined in good faith by the Administrative
         Agent,  to fund any Borrowing of Revolving  Loans  denominated  in such
         Foreign Currency; or

                 (v) at  any  time,  that  such Lender shall incur any Mandatory
         Costs;

then, and in any such event,  such Lender (or the  Administrative  Agent, in the
case of clause (i) or (iv) above)  shall  promptly  give  written  notice to the
Borrowers  and,  except  in the  case of  clauses  (i) and  (iv)  above,  to the
Administrative  Agent of such  determination  (which  notice the  Administrative
Agent shall promptly  transmit to each of the other Lenders).  Thereafter (v) in
the case of clause (i)  above,  (A) in the event  that  Eurodollar  Loans are so
affected,  Eurodollar  Loans shall no longer be available until such time as the
Administrative  Agent  notifies  the  US  Borrower  and  the  Lenders  that  the
circumstances  giving rise to such notice by the Administrative  Agent no longer

                                       9
<PAGE>

exist,  and any  Notice of  Borrowing  or Notice of  Conversion  given by the US
Borrower  with  respect to  Eurodollar  Loans  which have not yet been  incurred
(including by way of  conversion)  shall be deemed  rescinded by the US Borrower
and (B) in the  event  that any  Foreign  Currency  Loans are so  affected,  the
applicable  Euro Rate  shall be  determined  on the basis  provided  in the last
sentence  of the  definition  of such Euro Rate,  (w) in the case of clause (ii)
above,  the applicable  Borrower  shall pay to such Lender,  upon written demand
therefor,  such  additional  amounts (in the form of an increased  rate of, or a
different  method of  calculating,  interest or  otherwise as such Lender in its
sole discretion  shall determine) as shall be required to compensate such Lender
for such  increased  costs or  reductions  in  amounts  received  or  receivable
hereunder (a written  notice as to the  additional  amounts owed to such Lender,
showing in reasonable detail the basis for the calculation thereof, submitted to
the respective  Borrower by such Lender shall,  absent  manifest error, be final
and conclusive and binding on all the parties hereto), (x) in the case of clause
(iii) above, the applicable  Borrower shall take one of the actions specified in
Section  1.10(b) as  promptly as  possible  and,  in any event,  within the time
period required by law, (y) in the case of clause (iv) above, Revolving Loans in
the affected  Foreign  Currency  (other than any such Revolving Loans which have
theretofore  been funded)  shall no longer be  available  until such time as the
Administrative   Agent   notifies  the   Borrowers  and  the  Lenders  that  the
circumstances  giving rise to such notice by the Administrative  Agent no longer
exist,  and any Notice of  Borrowing  given by a Borrower  with  respect to such
Revolving  Loans which have not yet been incurred  shall be deemed  rescinded by
such Borrower and (z) in the case of clause (v) above,  the  respective  Foreign
Borrower shall pay to such Lender, upon written demand therefor,  such Mandatory
Costs.

                  (b) At any time  that any Euro Rate  Loan is  affected  by the
circumstances described in Section 1.10(a)(ii) or (iii), the applicable Borrower
may (and in the case of a Euro Rate Loan affected by the circumstances described
in  Section  1.10(a)(iii)  the  applicable  Borrower  shall)  either  (x) if the
affected  Euro  Rate  Loan  is  then  being  made  initially  or  pursuant  to a
conversion,  cancel the respective  Borrowing by giving the Administrative Agent
written  notice on the same date that such Borrower was notified by the affected
Lender or the Administrative  Agent pursuant to Section  1.10(a)(ii) or (iii) or
(y) if the  affected  Euro Rate Loan is then  outstanding,  upon at least  three
Business  Days'  written  notice to the  Administrative  Agent and the  affected
Lender,  (A) in the case of a Eurodollar  Loan,  require the affected  Lender to
convert such Eurodollar Loan into a Base Rate Loan or repay such Eurodollar Loan
in full and (B) in the case of any Foreign  Currency  Loan,  repay such  Foreign
Currency  Loan in full;  provided  that (i) if the  circumstances  described  in
Section 1.10(a)(iii) apply to any Foreign Currency Loan, the applicable Borrower
may,  in lieu of taking the  actions  described  above,  maintain  such  Foreign
Currency  Loan  outstanding,  in which  case the  applicable  Euro Rate shall be
determined on the basis  provided in the last sentence of the  definition of the
applicable  Euro Rate,  unless the  maintenance  of such Foreign  Currency  Loan
outstanding  on such basis would not stop the  conditions  described  in Section
1.10(a)(iii) from existing (in which case the actions  described above,  without
giving effect to this proviso,  shall be required to be taken), and (ii) if more
than one Lender is  affected  at any time,  then all  affected  Lenders  must be
treated the same pursuant to this Section 1.10(b).

                                       10
<PAGE>

                  (c) If any Lender determines that after the Effective Date the
introduction  of or any  change  in any  applicable  law or  governmental  rule,
regulation,  order,  guideline,  directive or request (whether or not having the
force of law) concerning  capital  adequacy,  or any change in interpretation or
administration thereof by the NAIC or any governmental  authority,  central bank
or comparable  agency,  will have the effect of increasing the amount of capital
required  or  expected  to be  maintained  by  such  Lender  or any  corporation
controlling  such Lender based on the existence of such Lender's  Revolving Loan
Commitment hereunder or its obligations hereunder,  then the applicable Borrower
shall pay to such Lender,  upon its written  demand  therefor,  such  additional
amounts as shall be required to compensate such Lender or such other corporation
for the increased cost to such Lender or such other corporation or the reduction
in the rate of return to such  Lender or such other  corporation  as a result of
such increase of capital.  In determining such additional  amounts,  each Lender
will act  reasonably  and in good faith and will use averaging  and  attribution
methods  which are  reasonable,  provided that such  Lender's  determination  of
compensation  owing under this Section 1.10(c) shall,  absent manifest error, be
final and conclusive and binding on all the parties  hereto.  Each Lender,  upon
determining that any additional amounts will be payable pursuant to this Section
1.10(c),  will give prompt written  notice  thereof to the applicable  Borrower,
which notice shall show in reasonable  detail the basis for  calculation of such
additional amounts.

                  (d) In the  event  that  any  Lender  shall  determine  (which
determination  shall, absent manifest error, be final and conclusive and binding
on all  parties  hereto) at any time that such  Lender is  required  to maintain
reserves (including, without limitation, any marginal, emergency,  supplemental,
special  or  other  reserves   required  by  applicable  law)  which  have  been
established  by any  Federal,  state,  local or  foreign  court or  governmental
agency,  authority,  instrumentality  or regulatory body with  jurisdiction over
such Lender  (including  any branch,  Affiliate  or funding  office  thereof) in
respect of any  Foreign  Currency  Loans or any  category of  liabilities  which
includes  deposits  by  reference  to which  the  interest  rate on any  Foreign
Currency  Loan is  determined  or any category of  extensions of credit or other
assets  which  includes  loans by a  non-United  States  office of any Lender to
non-United  States  residents,  then,  unless such  reserves are included in the
calculation of the interest rate applicable to such Foreign Currency Loans or in
Section  1.10(a)(ii),  such Lender shall promptly notify the applicable Borrower
or Borrowers in writing  specifying the additional amounts required to indemnify
such Lender against the cost of  maintaining  such reserves (such written notice
to provide in reasonable  detail a computation of such  additional  amounts) and
the applicable  Borrower or Borrowers  shall,  and shall be obligated to, pay to
such Lender such specified  amounts as additional  interest at the time that the
applicable  Borrower is  otherwise  required to pay  interest in respect of such
Foreign Currency Loan or, if later, on written demand therefor by such Lender.

                  1.11 Compensation. Each Borrower shall compensate each Lender,
upon its written request (which request shall set forth in reasonable detail the
basis  for  requesting  such  compensation),   for  all  losses,   expenses  and
liabilities  (including,  without  limitation,  any loss,  expense or  liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required  by such  Lender to fund its Euro Rate  Loans,  but  excluding  loss of
anticipated profit) which such Lender may sustain:  (i) if for any reason (other
than a default by such Lender or the  Administrative  Agent) a Borrowing  of, or
conversion  from or into,  Euro Rate  Loans  does

                                       11
<PAGE>

not occur on a date  specified  therefor in a Notice of  Borrowing  or Notice of
Conversion  (whether or not withdrawn by such  Borrower);  (ii) if any repayment
(including any repayment made pursuant to Section 4.01 or 4.02 or a result of an
acceleration  of  the  Loans  pursuant  to  Section  10 or as a  result  of  the
replacement  of a Lender  pursuant to Section 1.13 or 13.12(b)) or conversion of
any Euro Rate Loans  occurs on a date  which is not the last day of an  Interest
Period with respect  thereto;  (iii) if any prepayment of any Euro Rate Loans is
not made on any date specified in a notice of prepayment given by such Borrower;
or (iv) as a consequence  of (x) any other default by such Borrower to repay its
Loans  when  required  by the terms of this  Agreement  or any Note held by such
Lender or (y) any election made pursuant to Section 1.10(b).

                  1.12 Change of Lending Office. (a) Each Lender may at any time
or from time to time designate, by written notice to the Administrative Agent to
the extent not already  reflected on Schedule  II, one or more  lending  offices
(which,  for this purpose,  may include  lending  affiliates  of the  respective
Lender) for the various Foreign  Currency Loans made by such Lender  (including,
without  limitation,  by designating a separate lending office (or affiliate) to
act as such with  respect  to  Dollar  Loans  versus  Foreign  Currency  Loans);
provided that for designations made after the Effective Date, to the extent such
designation  shall result in increased costs under Section 1.10, 2.06 or 4.04 in
excess of those which would be charged in the  absence of the  designation  of a
different  lending  office  (including a different  affiliate of the  respective
Lenders), then the respective Foreign Borrower or Foreign Borrowers shall not be
obligated  to pay such excess  increased  costs  (although  such  Borrowers,  in
accordance with and pursuant to the other provisions of this Agreement, shall be
obligated to pay the costs which would apply in the absence of such  designation
and any subsequent  increased  costs of the type described in Section 1.10, 2.06
or 4.04 resulting  from changes after the date of the  respective  designation).
Each lending  office and affiliate of any Lender  designated  as provided  above
shall, for all purposes of this Agreement,  be treated in the same manner as the
respective  Lender  (and  shall  be  entitled  to all  indemnities  and  similar
provisions in respect of its acting as such hereunder).

                  (b) Each Lender  agrees that upon the  occurrence of any event
giving  rise to the  operation  of Section  1.10(a)(ii),  (iii) or (v),  Section
1.10(c),  Section  1.10(d),  Section  2.06 or Section  4.04 with respect to such
Lender, it will, if requested by the applicable Borrower, use reasonable efforts
(subject to overall policy  considerations  of such Lender) to designate another
lending  office  for any Loans or  Letters  of Credit  affected  by such  event,
provided  that such  designation  is made on such terms that such Lender and its
lending office suffer no economic,  legal or regulatory  disadvantage,  with the
object of avoiding the  consequence of the event giving rise to the operation of
such  Section.  Nothing in this Section 1.12 shall affect or postpone any of the
obligations  of any  Borrower  or the right of any Lender  provided  in Sections
1.10, 2.06 and 4.04.

                  1.13  Replacement  of Lenders.  (a)(i) If any Lender becomes a
Defaulting  Lender or otherwise  defaults in its obligations to make Loans, (ii)
upon  the  occurrence  of an  event  giving  rise to the  operation  of  Section
1.10(a)(ii),  (iii) or (v),  Section 1.10(c),  Section 1.10(d),  Section 2.06 or
Section 4.04 with respect to any Lender which results in such Lender charging to
any Borrower  increased costs in excess of those being generally  charged by the
other  Lenders  or (iii) in the case of a  refusal  by a Lender  to  consent  to
certain proposed  changes,  waivers,  dis-

                                       12
<PAGE>

charges or terminations  with respect to this Agreement which have been approved
by the Required Lenders as (and to the extent) provided in Section 13.12(b), the
applicable Borrower shall have the right, if no Default or Event of Default then
exists  (or,  in the case of  preceding  clause  (iii),  no  Default or Event of
Default will exist  immediately  after giving  effect to such  replacement),  to
replace  such Lender (the  "Replaced  Lender")  with one or more other  Eligible
Transferees,  none of whom shall  constitute a Defaulting  Lender at the time of
such replacement (collectively, the "Replacement Lender") and each of whom shall
be required to be reasonably  acceptable to the Administrative  Agent,  provided
that (i) at the time of any  replacement  pursuant  to this  Section  1.13,  the
Replacement  Lender  shall  enter  into one or more  Assignment  and  Assumption
Agreements  pursuant to Section  13.04(b) (and with all fees payable pursuant to
said Section  13.04(b) to be paid by the Replacement  Lender)  pursuant to which
the  Replacement  Lender shall acquire the entire  Revolving Loan Commitment and
outstanding  Revolving Loans of, and participations in Letters of Credit by, the
Replaced  Lender and, in  connection  therewith,  shall pay to (x) the  Replaced
Lender in respect  thereof an amount  equal to the sum of (I) an amount equal to
the principal amount of, and all accrued interest on, all outstanding  Revolving
Loans of the Replaced  Lender,  (II) an amount equal to all Unpaid Drawings that
have been funded by (and not reimbursed to) such Replaced Lender,  together with
all then unpaid  interest with respect  thereto at such time and (III) an amount
equal to all accrued,  but theretofore unpaid, Fees owing to the Replaced Lender
pursuant  to  Section  3.01,  (y) each  Issuing  Lender an amount  equal to such
Replaced  Lender's  Percentage of any Unpaid Drawing (which at such time remains
an Unpaid Drawing) to the extent such amount was not theretofore  funded by such
Replaced  Lender to such Issuing  Lender and (z) the Swingline  Lender an amount
equal to such Replaced  Lender's  Percentage of any Mandatory  Borrowings to the
extent such amount was not  theretofore  funded by such  Replaced  Lender to the
Swingline  Lender and (ii) all obligations of the Borrowers due and owing to the
Replaced Lender at such time (other than those specifically  described in clause
(i) above in  respect of which the  assignment  purchase  price has been,  or is
concurrently  being,  paid)  shall  be paid in  full  to  such  Replaced  Lender
concurrently with such replacement.

                  (b)  Upon  the  execution  of the  respective  Assignment  and
Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii)
above  and,  if  so  requested  by  the  Replacement  Lender,  delivery  to  the
Replacement Lender of the appropriate Revolving Notes executed by the Borrowers,
the Replacement  Lender shall become a Lender  hereunder and the Replaced Lender
shall  cease  to  constitute  a  Lender   hereunder,   except  with  respect  to
indemnification provisions under this Agreement (including,  without limitation,
Sections 1.10, 1.11,  2.06,  4.04,  12.06 and 13.01),  which shall survive as to
such Replaced Lender.

                  SECTION 2.  Letters of Credit.
                              -----------------

                  2.01 Letters of Credit.  (a) Subject to and upon the terms and
conditions set forth herein,  the US Borrower may request that an Issuing Lender
issue,  at any time and from time to time on and after  the  Effective  Date and
prior to the 30th day prior to the Final  Maturity  Date, (x) for the account of
the US  Borrower  and for the  benefit of any holder (or any  trustee,  agent or
other  similar   representative   for  any  such  holders)  of  L/C  Supportable
Obligations  of the US  Borrower  or any  of its  Subsidiaries,  an  irrevocable
standby letter of credit,  in a form  customarily

                                       13
<PAGE>

used by such Issuing  Lender or in such other form as has been  approved by such
Issuing Lender and (y) for the account of the US Borrower and for the benefit of
sellers of goods to the US Borrower or any of its  Subsidiaries,  an irrevocable
trade letter of credit,  in a form customarily used by such Issuing Lender or in
such other form as has been approved by such Issuing Lender (each such letter of
credit issued pursuant to this Section 2.01, together with each letter of credit
described in the second succeeding sentence, a "Letter of Credit").  All Letters
of Credit shall be  denominated  in Dollars and shall be issued on a sight basis
only; provided,  however,  with the consent of the respective Issuing Lender, up
to $10,000,000  of standby  Letters of Credit in the aggregate may be issued and
outstanding at any time in Foreign  Currencies.  It is hereby  acknowledged  and
agreed  that  each of the  letters  of credit  described  in  Schedule  VII (the
"Existing  Letters of  Credit")  which were  issued  under the  Existing  Credit
Agreement prior to the Effective Date and which remain outstanding on such date,
shall  constitute  a "Letter of Credit" for all purposes of this  Agreement  and
shall be deemed issued on the Effective Date.

                  (b)  Subject  to and upon the terms and  conditions  set forth
herein,  each Issuing  Lender  agrees that it will, at any time and from time to
time on and  after  the  Effective  Date and  prior to the 30th day prior to the
Final  Maturity Date,  following its receipt of the respective  Letter of Credit
Request, issue for the account of the US Borrower, one or more Letters of Credit
as are  permitted  to remain  outstanding  hereunder  without  giving  rise to a
Default or an Event of Default,  provided that no Issuing  Lender shall be under
any obligation to issue any Letter of Credit of the types  described above if at
the time of such issuance:

                 (i) any order, judgment or decree of any governmental authority
         or  arbitrator  shall  purport by its terms to enjoin or restrain  such
         Issuing Lender from issuing such Letter of Credit or any requirement of
         law  applicable  to such  Issuing  Lender or any  request or  directive
         (whether  or not  having  the  force  of  law)  from  any  governmental
         authority with jurisdiction over such Issuing Lender shall prohibit, or
         request that such Issuing  Lender refrain from, the issuance of letters
         of credit  generally  or such Letter of Credit in  particular  or shall
         impose upon such  Issuing  Lender with respect to such Letter of Credit
         any  restriction  or  reserve or  capital  requirement  (for which such
         Issuing  Lender  is not  otherwise  compensated)  not in  effect on the
         Effective Date, or any unreimbursed loss, cost or expense which was not
         applicable  or in effect with respect to such Issuing  Lender as of the
         date hereof and which such Issuing Lender  reasonably and in good faith
         deems material to it; or

                (ii) such Issuing Lender shall have received  notice from the US
         Borrower or the Required  Lenders  prior to the issuance of such Letter
         of Credit of the type  described  in the  second  sentence  of  Section
         2.03(b).

                  (c)  Each   Issuing   Lender   agrees   to   provide   to  the
Administrative  Agent by  facsimile  promptly on the first  Business Day of each
week the daily  aggregate  Stated Amount of all Letters of Credit issued by such
Issuing Lender and outstanding during the immediately preceding week.

                                       14
<PAGE>

                  2.02 Maximum Letter of Credit Outstandings;  Final Maturities.
Notwithstanding  anything to the contrary  contained in this  Agreement,  (i) no
Letter of Credit shall be issued the Stated  Amount of which,  when added to the
Letter of Credit Outstandings  (exclusive of Unpaid Drawings which are repaid on
the date of, and prior to the issuance of, the  respective  Letter of Credit) at
such time would exceed  either (x)  $25,000,000  or (y) when added to the sum of
(I) the aggregate  Principal  Amount of all Revolving Loans then outstanding and
(II) the aggregate Principal Amount of all Swingline Loans then outstanding,  an
amount equal to the Total  Revolving  Loan  Commitment  at such time,  (ii) each
standby  Letter of Credit shall by its terms  terminate on or before the earlier
of (x) the date which occurs 12 months  after the date of the  issuance  thereof
(although  any such standby  Letter of Credit may be extendable  for  successive
periods of up to 12 months,  but not beyond the third  Business Day prior to the
Final Maturity Date, on terms  acceptable to such Issuing  Lender) and (y) three
Business Days prior to the Final  Maturity  Date, and (iii) each trade Letter of
Credit  shall by its terms  terminate  on or before the  earlier of (x) the date
which  occurs 180 days after the date of the  issuance  thereof  and (y) 30 days
prior to the Final Maturity Date.

                  2.03 Letter of Credit  Requests;  Minimum Stated  Amount.  (a)
Whenever  the US  Borrower  desires  that a Letter of  Credit be issued  for its
account,  the US Borrower shall give the Administrative Agent and the respective
Issuing  Lender  at least  five  Business  Days' (or such  shorter  period as is
acceptable to such Issuing Lender)  written notice thereof  (including by way of
facsimile  transmission).  Each notice shall be in the form of Exhibit C (each a
"Letter of Credit Request").

                  (b) The  making  of each  Letter of  Credit  Request  shall be
deemed to be a  representation  and warranty by the US Borrower that such Letter
of  Credit  may  be  issued  in  accordance  with,  and  will  not  violate  the
requirements of, Section 2.02. Unless the respective Issuing Lender has received
notice from the US Borrower or the Required Lenders before it issues a Letter of
Credit that one or more of the  conditions  specified  in Section 5 or 6 are not
then  satisfied,  or that the  issuance of such Letter of Credit  would  violate
Section  2.02,  then  such  Issuing  Lender  shall,  subject  to the  terms  and
conditions  of this  Agreement,  issue the  requested  Letter of Credit  for the
account of the US Borrower in accordance  with such Issuing  Lender's  usual and
customary practices.  Upon its issuance of or amendment to any standby Letter of
Credit,  the respective Issuing Lender shall promptly notify the US Borrower and
the  Administrative  Agent,  in writing,  of such issuance or amendment and such
notice shall be  accompanied by a copy of the issued standby Letter of Credit or
amendment.  Upon receipt of such notice, the Administrative Agent shall promptly
notify each  Participant,  in writing,  of such  issuance or amendment and if so
requested  by  a  Participant,   the  Administrative  Agent  will  furnish  such
Participant  with a copy of the issued  standby  Letter of Credit or  amendment.
Notwithstanding  anything to the contrary  contained in this  Agreement,  in the
event that a Lender Default exists, no Issuing Lender shall be required to issue
any Letter of Credit unless such Issuing  Lender has entered into an arrangement
satisfactory  to it and the US Borrower to eliminate such Issuing  Lender's risk
with respect to the  participation in Letters of Credit by the Defaulting Lender
or  Lenders,  including  by cash  collateralizing  such  Defaulting  Lender's or
Lenders' Percentage of the Letter of Credit Outstandings.

                                       15
<PAGE>

                  (c) The initial  Stated  Amount of each Letter of Credit shall
not be less than  $100,000  (or,  in the case of a Letter of Credit  issued in a
currency  other than  Dollars,  the Dollar  Equivalent  thereof)  or such lesser
amount as is acceptable to the respective Issuing Lender.

                  2.04 Letter of Credit Participations. (a) Immediately upon the
issuance by each Issuing  Lender of any Letter of Credit,  such  Issuing  Lender
shall be deemed to have sold and  transferred  to each  Lender,  other than such
Issuing  Lender (each such Lender,  in its capacity  under this Section  2.04, a
"Participant"),  and each  such  Participant  shall be  deemed  irrevocably  and
unconditionally to have purchased and received from such Issuing Lender, without
recourse or warranty, an undivided interest and participation,  to the extent of
such Participant's Percentage, in such Letter of Credit, each drawing or payment
made thereunder and the obligations of the US Borrower under this Agreement with
respect thereto, and any security therefor or guaranty pertaining thereto.  Upon
any change in the  Revolving  Loan  Commitments  or  Percentages  of the Lenders
pursuant to Section 1.13 or 13.04, it is hereby agreed that, with respect to all
outstanding  Letters of Credit and Unpaid Drawings,  there shall be an automatic
adjustment  to the  participations  pursuant to this Section 2.04 to reflect the
new Percentages of the assignor and assignee Lender, as the case may be.

                  (b) In  determining  whether to pay under any Letter of Credit
issued by it, no Issuing  Lender shall have an obligation  relative to the other
Lenders other than to confirm that any documents  required to be delivered under
such  Letter of Credit  appear to have been  delivered  and that they  appear to
substantially  comply on their  face  with the  requirements  of such  Letter of
Credit.  Any action taken or omitted to be taken by any Issuing  Lender under or
in  connection  with any Letter of Credit issued by it shall not create for such
Issuing  Lender any  resulting  liability to the US  Borrower,  any other Credit
Party,  any Lender or any other Person unless such action is taken or omitted to
be taken with gross  negligence or willful  misconduct (as determined by a court
of competent jurisdiction in a final and non-appealable decision).

                  (c) In the event that any  Issuing  Lender  makes any  payment
under  any  Letter of Credit  issued  by it and the US  Borrower  shall not have
reimbursed  such  amount in full to such  Issuing  Lender  pursuant  to  Section
2.05(a),  such Issuing Lender shall promptly  notify the  Administrative  Agent,
which shall promptly  notify each  Participant of such failure,  and,  except as
provided in the proviso of the immediately succeeding sentence, each Participant
shall promptly and unconditionally pay to such Issuing Lender the amount of such
Participant's  Percentage  of such  unreimbursed  payment in Dollars (or, in the
case of any unreimbursed  payment made in a currency other than Dollars,  of the
Dollar Equivalent of such unreimbursed  payment, as determined by the respective
Issuing Lender on the date on which such  unreimbursed  payment was made by such
Issuing Lender) and in same day funds. If the Administrative  Agent so notifies,
prior to 11:00  A.M.  (New  York  time) on any  Business  Day,  any  Participant
required to fund a payment under a Letter of Credit, such Participant shall make
available to the  respective  Issuing  Lender in Dollars (or, in the case of any
unreimbursed  payment  made in a  currency  other  than  Dollars,  of the Dollar
Equivalent thereof) such Participant's  Percentage of the amount of such payment
on such Business Day in same day funds;  provided,  however, that no Participant
shall be obligated to pay to the  respective  Issuing  Lender its  Percentage of
such  unreimbursed  amount for any wrongful  payment made by such

                                       16
<PAGE>

Issuing  Lender  under a Letter  of  Credit  issued by it as a result of acts or
omissions  constituting  willful  misconduct or gross  negligence on the part of
such Issuing  Lender (as  determined by a court of competent  jurisdiction  in a
final and non-appealable  decision). If and to the extent such Participant shall
not have so made its  Percentage of the amount of such payment  available to the
respective  Issuing  Lender,  such  Participant  agrees  to pay to such  Issuing
Lender,  forthwith on demand such amount,  together with interest  thereon,  for
each day from such  date  until  the date  such  amount is paid to such  Issuing
Lender at the  overnight  Federal Funds Rate for the first three days and at the
interest rate applicable to Base Rate Loans for each day thereafter. The failure
of any  Participant  to make  available  to the  respective  Issuing  Lender its
Percentage of any payment under any Letter of Credit shall not relieve any other
Participant of its obligation hereunder to make available to such Issuing Lender
its Percentage of any Letter of Credit on the date required, as specified above,
but no Participant shall be responsible for the failure of any other Participant
to make available to such Issuing Lender such other Participant's  Percentage of
any such payment.

                  (d)  Whenever  an  Issuing  Lender  receives  a  payment  of a
reimbursement  obligation  as to which it has  received  any  payments  from the
Participants pursuant to clause (c) above, such Issuing Lender shall pay to each
Participant which has paid its Percentage  thereof,  in Dollars (or, in the case
of any  payment  received  in a  currency  other  than  Dollars,  of the  Dollar
Equivalent thereof) and in same day funds, an amount equal to such Participant's
share (based upon the  proportionate  aggregate amount originally funded by such
Participant to the aggregate amount funded by all Participants) of the principal
amount of such reimbursement  obligation and interest thereon accruing after the
purchase of the respective participations.

                  (e) The  obligations of the  Participants  to make payments to
each  Issuing  Lender  with  respect to Letters of Credit  issued by it shall be
irrevocable and not subject to any qualification or exception whatsoever (except
as otherwise  provided in the proviso to the second sentence of Section 2.04(c))
and shall be made in accordance  with the terms and conditions of this Agreement
under all circumstances,  including,  without  limitation,  any of the following
circumstances:

                 (i) any lack of validity or enforceability of this Agreement or
         any of the other Credit Documents;

                (ii) the existence of any claim, setoff,  defense or other right
         which the US Borrower or any of its  Subsidiaries  may have at any time
         against a beneficiary  named in a Letter of Credit,  any  transferee of
         any Letter of Credit (or any Person for whom any such transferee may be
         acting), the Administrative  Agent, any Issuing Lender, any Participant
         or any other Person,  whether in connection  with this  Agreement,  any
         Letter of Credit, the transactions contemplated herein or any unrelated
         transactions  (including  any  underlying  transaction  between  the US
         Borrower or any Subsidiary of the US Borrower and the beneficiary named
         in any such Letter of Credit);

                                       17
<PAGE>

               (iii) any  draft,  certificate  or any other  document  presented
         under any Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient  in any respect or any  statement  therein being untrue or
         inaccurate in any respect;

                (iv)  the  surrender or  impairment   of  any  security  for the
         performance  or observance of  any  of  the  terms of any of the Credit
         Documents; or

                 (v)     the occurrence of any Default or Event of Default.

                  2.05 Agreement to Repay Letter of Credit Drawings.  (a) The US
Borrower  agrees to reimburse  each  Issuing  Lender,  by making  payment to the
Administrative  Agent in Dollars (or, in the case of any payment or disbursement
made by such  Issuing  Lender in a currency  other than  Dollars,  of the Dollar
Equivalent of such payment or  disbursement as determined by such Issuing Lender
on the date of such payment or disbursement) and in immediately  available funds
at the Payment  Office,  for any payment or  disbursement  made by such  Issuing
Lender under any Letter of Credit  issued by it (each such amount (or the Dollar
Equivalent  thereof,  as the case may be) so paid until  reimbursed,  an "Unpaid
Drawing"),  not later than one Business Day following receipt by the US Borrower
of notice of such payment or disbursement (provided that no such notice shall be
required  to be given if a Default or an Event of Default  under  Section  10.05
shall have occurred and be continuing, in which case the Unpaid Drawing shall be
due and payable immediately without  presentment,  demand,  protest or notice of
any kind (all of which are hereby waived by the US Borrower)),  with interest on
the  amount so paid or  disbursed  by such  Issuing  Lender,  to the  extent not
reimbursed  prior to 12:00 Noon (New York  time) on the date of such  payment or
disbursement, from and including the date paid or disbursed to but excluding the
date such Issuing  Lender was  reimbursed by the US Borrower  therefor at a rate
per annum which shall be the sum of the  Applicable  Margin for Revolving  Loans
that are maintained as Base Rate Loans plus the Base Rate each as in effect from
time to time;  provided,  however, to the extent such amounts are not reimbursed
prior to 12:00  Noon (New York time) on the third  Business  Day  following  the
receipt  by the US  Borrower  of  notice  of such  payment  or  disbursement  or
following  the  occurrence  of a Default  or an Event of Default  under  Section
10.05,  interest shall thereafter  accrue on the amounts so paid or disbursed by
such  Issuing  Lender (and until  reimbursed  by the US  Borrower) at a rate per
annum which shall be the sum of the Applicable  Margin for Revolving  Loans that
are maintained as Base Rate Loans plus the Base Rate each as in effect from time
to time plus 2%, in each such case, with interest to be payable on demand.  Each
Issuing Lender shall give the US Borrower  prompt written notice of each Drawing
under any Letter of Credit  issued by it,  provided that the failure to give any
such  notice  shall in no way  affect,  impair  or  diminish  the US  Borrower's
obligations hereunder.

                  (b) The obligations of the US Borrower under this Section 2.05
to reimburse each Issuing Lender with respect to Unpaid Drawings (including,  in
each case,  interest thereon) shall be absolute and unconditional  under any and
all  circumstances  and  irrespective of any setoff,  counterclaim or defense to
payment which the US Borrower may have or have had against any Lender (including
in its capacity as issuer of the Letter of Credit or as Participant), including,
without limitation, any defense based upon the failure of any drawing or payment
under a Letter of  Credit  (each a  "Drawing")  to  conform  to the terms of the
Letter of Credit or any  nonapplica-

                                       18
<PAGE>

tion or  misapplication  by the  beneficiary  of the  proceeds of such  Drawing;
provided,  however, that the US Borrower shall not be obligated to reimburse the
respective  Issuing Lender for any wrongful  payment made by such Issuing Lender
under a  Letter  of  Credit  issued  by it as a  result  of  acts  or  omissions
constituting  willful misconduct or gross negligence on the part of such Issuing
Lender  (as  determined  by a court of  competent  jurisdiction  in a final  and
non-appealable decision).

                  2.06 Increased Costs. If at any time after the Effective Date,
the  introduction  of or any change in any  applicable  law,  rule,  regulation,
order,  guideline or request or in the interpretation or administration  thereof
by the NAIC or any governmental  authority  charged with the  interpretation  or
administration  thereof,  or compliance by any Issuing Lender or any Participant
with any request or directive by the NAIC or by any such  authority  (whether or
not having the force of law), shall either (i) impose, modify or make applicable
any reserve, deposit, capital adequacy or similar requirement against letters of
credit issued by any Issuing Lender or  participated in by any  Participant,  or
(ii)  impose on any  Issuing  Lender  or any  Participant  any other  conditions
relating,  directly or indirectly,  to this Agreement;  and the result of any of
the foregoing is to increase the cost to any Issuing  Lender or any  Participant
of issuing,  maintaining or participating in any Letter of Credit, or reduce the
amount  of  any  sum  received  or  receivable  by  any  Issuing  Lender  or any
Participant  hereunder  or reduce the rate of return on its capital with respect
to Letters of Credit (except for changes in the rate of tax on, or determined by
reference  to,  the net  income  or  profits  of  such  Issuing  Lender  or such
Participant pursuant to the laws of the jurisdiction in which it is organized or
in which its  principal  office or applicable  lending  office is located or any
subdivision  thereof or therein),  then,  upon the  delivery of the  certificate
referred to below to the US Borrower by such Issuing Lender or such  Participant
(a copy of  which  certificate  shall  be sent by such  Issuing  Lender  or such
Participant  to the  Administrative  Agent),  the US Borrower  shall pay to such
Issuing Lender or such  Participant  such  additional  amount or amounts as will
compensate  such Issuing Lender or such  Participant  for such increased cost or
reduction  in the amount  receivable  or  reduction on the rate of return on its
capital.  Each  Issuing  Lender  or  Participant,   upon  determining  that  any
additional  amounts  will be payable to it pursuant to this Section  2.06,  will
give prompt  written  notice  thereof to the US  Borrower,  which  notice  shall
include a  certificate  submitted to the US Borrower by such  Issuing  Lender or
such  Participant  (a copy of which  certificate  shall be sent by such  Issuing
Lender  or such  Participant  to the  Administrative  Agent),  setting  forth in
reasonable  detail the basis for the  calculation of such  additional  amount or
amounts  necessary to compensate  such Issuing Lender or such  Participant.  The
certificate required to be delivered pursuant to this Section 2.06 shall, absent
manifest error, be final and conclusive and binding on the US Borrower.

                  SECTION 3.  Fees; Adjustments to the Total Revolving Loan
                              Commitment.
                              --------------------------------------------------

                  3.01 Fees.  (a) The Borrowers  jointly and severally  agree to
pay to the Administrative Agent for distribution to each Non-Defaulting  Lender,
a commitment  commission (the  "Commitment  Commission") for the period from and
including the Effective  Date to but excluding the Final  Maturity Date (or such
earlier  date on which the  Total  Revolving  Loan  Commitment  shall  have been
terminated),  computed at a rate for each day equal to the Applicable Commitment
Commission  Percentage on the daily average Unutilized Revolving

                                       19
<PAGE>

Loan Commitment of such  Non-Defaulting  Lender.  Accrued Commitment  Commission
shall be due and payable quarterly in arrears on each Quarterly Payment Date and
on the Final  Maturity  Date (or such earlier date on which the Total  Revolving
Loan Commitment shall have been terminated).

                  (b) The US Borrower agrees to pay to the Administrative  Agent
for  distribution  to each  Lender  (based  on  each  such  Lender's  respective
Percentage)  a fee in respect of each  Letter of Credit  issued  hereunder  (the
"Letter of Credit Fee") for the period from and  including  the date of issuance
of such Letter of Credit to and including the date of  termination or expiration
of such Letter of Credit,  computed at a rate per annum equal to the  Applicable
Margin then in effect for  Eurodollar  Loans on the daily Stated  Amount of such
Letter  of  Credit.  Accrued  Letter  of Credit  Fees  shall be due and  payable
quarterly in arrears on each  Quarterly  Payment Date and on the first day after
the  termination of the Total Revolving Loan Commitment upon which no Letters of
Credit remain outstanding.

                  (c) The US Borrower agrees to pay to each Issuing Lender,  for
its own  account,  a facing or fronting  fee in respect of each Letter of Credit
issued by such Issuing  Lender  hereunder  upon such terms and conditions as are
separately agreed to between such Issuing Lender and the US Borrower.

                  (d) The US Borrower agrees to pay to each Issuing Lender,  for
its own account,  upon each  payment  under,  issuance of, or amendment  to, any
Letter  of  Credit,  such  amount  as  shall  at the  time of such  event be the
administrative  charge and the reasonable  expenses which such Issuing Lender is
generally imposing in connection with such occurrence with respect to letters of
credit.

                  (e) The Borrowers  jointly and  severally  agree to pay to the
Administrative  Agent, for its own account,  such other fees as have been agreed
to in writing by the Borrowers and the Administrative Agent.

                  3.02 Voluntary Termination of Unutilized Commitments. (a) Upon
at least one Business Day's prior written notice to the Administrative  Agent at
the Notice Office (which notice the Administrative Agent shall promptly transmit
to each of the Lenders), the Borrowers shall have the right, at any time or from
time to time,  without  premium or penalty,  to terminate  the Total  Unutilized
Revolving  Loan  Commitment,  in  whole  or in part,  pursuant  to this  Section
3.02(a), in an integral multiple of $1,000,000 in the case of partial reductions
to the Total  Unutilized  Revolving  Loan  Commitment,  provided  that each such
reduction shall apply  proportionately  to permanently reduce the Revolving Loan
Commitment of each Lender.

                  (b) In the  event of a  refusal  by a  Lender  to  consent  to
certain proposed  changes,  waivers,  discharges or terminations with respect to
this Agreement  which have been approved by the Required  Lenders as (and to the
extent)  provided  in Section  13.12(b),  the  Borrowers  may,  subject to their
compliance with the requirements of Section  13.12(b),  upon five Business Days'
prior  written  notice to the  Administrative  Agent at the Notice Office (which
notice the Administrative  Agent shall promptly transmit to each of the Lenders)
terminate the Revolving Loan Commitment of such Lender, so long as all Revolving
Loans,  together with accrued and

                                       20
<PAGE>

unpaid  interest,  Fees and all other  amounts,  owing to such Lender are repaid
concurrently  with the  effectiveness  of such  termination  pursuant to Section
4.01(b)  (at which time  Schedule  I shall be deemed  modified  to reflect  such
changed  amounts),  and at such time,  such Lender shall no longer  constitute a
"Lender" for purposes of this Agreement, except with respect to indemnifications
under this Agreement (including, without limitation,  Sections 1.10, 1.11, 2.06,
4.04, 12.06 and 13.01), which shall survive as to such repaid Lender.

                  3.03  Mandatory  Reduction  of  Commitments.   (a)  The  Total
Revolving Loan  Commitment  (and the Revolving  Loan  Commitment of each Lender)
shall  terminate in their entirety on May 31, 2000 unless the Effective Date has
occurred on or before such date.

                  (b) In addition to any other mandatory  commitment  reductions
pursuant to this Section 3.03,  on each date on or after the  Effective  Date on
which the US Borrower or any of its Subsidiaries receives Cash Proceeds from any
Asset Sale, the Total Revolving Loan Commitment shall be permanently  reduced on
each  such date by an amount  equal to 100% of the Net Sale  Proceeds  from such
Asset  Sale,  provided  that  such Net Sale  Proceeds  shall  not give rise to a
reduction  to the Total  Revolving  Loan  Commitment  pursuant  to this  Section
3.03(b) on any such date to the extent that no Default or Event of Default  then
exists and such Net Sale Proceeds shall be used to purchase assets used or to be
used in the businesses  permitted  pursuant to Section 9.14 (including,  without
limitation (but only to the extent  permitted by Section 9.02),  the purchase of
the assets or 100% of the capital stock of a Person engaged in such  businesses)
within 270 days  following  the date of receipt of such Net Sale  Proceeds  from
such Asset Sale,  and provided  further,  that if all or any portion of such Net
Sale  Proceeds are not so used within such 270 day period (or such earlier date,
if any, as the Board of Directors of the US Borrower or such Subsidiary,  as the
case may be,  determines  not to  reinvest  such Net Sale  Proceeds),  the Total
Revolving Loan Commitment  shall be permanently  reduced on the last day of such
period (or such  earlier  date,  as the case may be) by an amount  equal to such
remaining portion.

                  (c) In addition to any other mandatory  commitment  reductions
pursuant to this Section 3.03,  on each date on or after the  Effective  Date on
which the US Borrower or any of its Subsidiaries receives any cash proceeds from
any  incurrence  of  Indebtedness  for borrowed  money (other than  Indebtedness
permitted  to be incurred  pursuant to Section 9.04 as such Section is in effect
on the Effective Date) by the US Borrower or any of its Subsidiaries,  the Total
Revolving Loan Commitment  shall be permanently  reduced on each such date by an
amount equal to 100% of the Net Debt  Proceeds of the  respective  incurrence of
Indebtedness.

                  (d) In addition to any other mandatory  commitment  reductions
pursuant to this Section 3.03,  within 10 days  following  each date on or after
the Effective Date on which the US Borrower or any of its Subsidiaries  receives
any cash proceeds from any Recovery  Event,  the Total Revolving Loan Commitment
shall be permanently reduced on each such date by an amount equal to 100% of the
Net  Insurance  Proceeds of such  Recovery  Event,  provided  that so long as no
Default or Event of Default  then exists and such  proceeds  from such  Recovery
Event  do not  exceed  $10,000,000,  such  proceeds  shall  not  give  rise to a
reduction  to the Total  Revolving  Loan  Commitment  pursuant  to this  Section
3.03(d) on any such date to the extent that the US Borrower or such  Subsidiary,
as the case may be, has delivered a certificate to the

                                       21
<PAGE>

Administrative  Agent on or prior to such date stating that such proceeds  shall
be used to replace or restore any  properties or assets in respect of which such
proceeds  were  paid  within  270 days  following  the date of  receipt  of such
proceeds (which  certificate shall set forth the estimates of the proceeds to be
so  expended),  and provided  further,  that (i) if the amount of such  proceeds
exceeds  $10,000,000,  then the Total Revolving Loan Commitment shall be reduced
by the  entire  amount of such  proceeds  and not just the  portion in excess of
$10,000,000  as provided above in this Section  3.03(d),  and (ii) if all or any
portion of such  proceeds  are not so used within such  270-day  period (or such
earlier  date,  if any,  as the Board of  Directors  of the US  Borrower or such
Subsidiary,  as the case may be,  determines  not to reinvest such Net Insurance
Proceeds),  the Total Revolving Loan Commitment shall be permanently  reduced on
the last day of such  period (or such  earlier  date,  as the case may be) by an
amount equal to such remaining portion.

                  (e) In addition to any other mandatory  commitment  reductions
pursuant to this Section 3.03,  the Total  Revolving  Loan  Commitment  (and the
Revolving Loan Commitment of each Lender) shall terminate in its entirety on the
earlier of (i) the Final  Maturity  Date and (ii)  unless the  Required  Lenders
otherwise agree, the date on which a Change of Control occurs.

                  (f) Each  reduction  to the Total  Revolving  Loan  Commitment
pursuant  to this  Section  3.03  shall  apply  proportionately  to  reduce  the
Revolving Loan Commitment of each Bank.

                  3.04 Increase of the Total Revolving Loan Commitment.  So long
as no Default or Event of Default then exists or would result therefrom,  the US
Borrower  shall  have the  right,  at any time and from  time to time  after the
Effective  Date, to request that one or more Lenders  increase their  respective
Revolving Loan Commitments, it being understood and agreed, however, that (i) no
Lender shall be obligated to increase its Revolving Loan  Commitment as a result
of any request by the US Borrower, (ii) any Lender may so increase its Revolving
Loan Commitment  without the consent of any other Lender,  (iii) any increase in
the Total Revolving Loan Commitment  pursuant to this Section 3.04 shall be in a
minimum  amount of at least  $5,000,000  and in $1,000,000  increments in excess
thereof,  (iv) the Total  Revolving Loan Commitment may not be increased by more
than  $25,000,000  in the aggregate  pursuant to this Section 3.04,  and (v) any
increase in the Total  Revolving Loan  Commitment  pursuant to this Section 3.04
shall not be made without the prior written consent of the Administrative Agent.
At the time of any increase in the Total Revolving Loan  Commitment  pursuant to
this Section 3.04, (i) the US Borrower shall pay to the Administrative Agent and
to each Lender that has so increased its Revolving Loan  Commitment such fees as
may have been separately agreed to by the US Borrower,  the Administrative Agent
and/or each such Lender,  (ii) the Borrowers  shall,  in  coordination  with the
Administrative  Agent, repay outstanding Revolving Loans of certain Lenders and,
if necessary,  incur additional Revolving Loans from other Lenders, in each case
so that the Lenders continue to participate in each Borrowing of Revolving Loans
pro rata on the basis of their  respective  Revolving  Loan  Commitments  (after
giving  effect to any such  increase  in the  Total  Revolving  Loan  Commitment
pursuant to this Section 3.04) and with the Borrowers  being obligated to pay to
the  respective  Lenders any costs of the type  referred  to in Section  1.11 in
connection with any such repayment and/or  Borrowing,  (iii) Schedule I shall be
deemed  modified  to reflect  the  revised  Revolving  Loan  Commitments  of the
affected Lenders, (iv) upon

                                       22
<PAGE>

surrender by those Lenders that have increased their Revolving Loan  Commitments
pursuant  to this  Section  3.04 of any  Revolving  Notes  issued  prior to such
increase in the Total Revolving Loan Commitment, to the extent requested by such
Lenders,  new Revolving Notes will be issued, at the Borrowers' expense, to such
Lenders  to be in  conformity  with  the  requirements  of  Section  1.05  (with
appropriate modifications) to the extent needed to reflect the revised Revolving
Loan  Commitments,  (v) no Credit Events may occur pursuant to any such increase
in the Total Revolving Loan Commitment unless the same is permitted  pursuant to
the terms of the Senior  Subordinated Note Indenture (and with the Borrowers and
the  Administrative  Agent to agree on a basis on which such incremental  Credit
Events  are to be  allocated  under  the  applicable  provisions  of the  Senior
Subordinated  Note Indenture),  and (vi) the Credit Parties shall deliver to the
Administrative  Agent  copies  of  resolutions  of their  respective  Boards  of
Directors  authorizing  the  increase in the Total  Revolving  Loan  Commitment,
together  with one or more opinions of counsel  requested by the  Administrative
Agent,  and  with  the  foregoing  to  be  in  form  and  substance   reasonably
satisfactory to the Administrative Agent.

                  SECTION 4. Prepayments; Payments; Taxes.

                  4.01 Voluntary  Prepayments.  (a) Each Borrower shall have the
right to prepay the Loans made to it, without premium or penalty, in whole or in
part at any time and from time to time on the  following  terms and  conditions:
(i) the applicable  Borrower shall give the Administrative  Agent prior to 12:00
Noon (New York time) at the Notice Office (x) at least one Business  Day's prior
written  notice (or  telephonic  notice  promptly  confirmed  in writing) of its
intent to prepay Base Rate Loans (or same day notice in the case of a prepayment
of Swingline  Loans) and (y) at least three  Business Days' prior written notice
(or  telephonic  notice  promptly  confirmed in writing) of its intent to prepay
Euro Rate Loans,  whether  Revolving  Loans or Swingline Loans shall be prepaid,
the amount of such prepayment, the Types and currency of the Loans to be prepaid
and,  in the case of Euro Rate  Loans,  the  specific  Borrowing  or  Borrowings
pursuant to which made, which notice the Administrative  Agent shall,  except in
the case of Swingline Loans, promptly transmit to each of the Lenders; (ii) each
prepayment of Revolving  Loans  pursuant to this Section  4.01(a) shall be in an
aggregate  principal  amount  of at least  $100,000  (or the  Dollar  Equivalent
thereof in the case of Foreign  Currency Loans) and each prepayment of Swingline
Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount
of at least $50,000,  provided that if any partial prepayment of Euro Rate Loans
made pursuant to any Borrowing shall reduce the outstanding  principal amount of
Euro Rate Loans  made  pursuant  to such  Borrowing  to an amount  less than the
Minimum  Borrowing  Amount  applicable  thereto,  then such Borrowing may not be
continued  as a  Borrowing  of Euro Rate Loans and any  election  of an Interest
Period with respect thereto given by the applicable Borrower shall have no force
or effect  and,  in the case of a  Borrowing  of Foreign  Currency  Loans,  such
Borrowing shall be repaid;  and (iii) each  prepayment  pursuant to this Section
4.01(a) in respect of any Revolving  Loans made pursuant to a Borrowing shall be
applied pro rata among such  Revolving  Loans,  provided that at the  applicable
Borrower's  election  in  connection  with any  prepayment  of  Revolving  Loans
pursuant to this  Section  4.01(a) and so long as no Default or Event of Default
then exists,  such  prepayment  shall not be applied to any Revolving  Loan of a
Defaulting Lender.

                                       23
<PAGE>

                  (b) In the  event of a  refusal  by a  Lender  to  consent  to
certain proposed  changes,  waivers,  discharges or terminations with respect to
this Agreement  which have been approved by the Required  Lenders as (and to the
extent)  provided in Section  13.12(b),  the  Borrowers  may, upon five Business
Days' prior  written  notice to the  Administrative  Agent at the Notice  Office
(which notice the  Administrative  Agent shall promptly  transmit to each of the
Lenders),  repay all Revolving  Loans of such Lender,  together with accrued and
unpaid interest, Fees and other amounts owing to such Lender in accordance with,
and subject to the  requirements  of, said  Section  13.12(b) so long as (A) the
Revolving Loan  Commitment of such Lender is terminated  concurrently  with such
repayment  pursuant to Section 3.02(b) (at which time Schedule I shall be deemed
modified  to  reflect  the  changed  Revolving  Loan  Commitments)  and  (B) the
consents,  if any,  required  under  Section  13.12(b)  in  connection  with the
repayment pursuant to this clause (b) have been obtained.

                  4.02 Mandatory Repayments. (a) (i) On any day on which the sum
of (I) the aggregate  outstanding Principal Amount of all Revolving Loans (after
giving effect to all other repayments  thereof on such date), (II) the aggregate
outstanding  Principal Amount of all Swingline Loans (after giving effect to all
other  repayments  thereof on such date) and (III) the  aggregate  amount of all
Letter of Credit  Outstandings  exceeds the Total  Revolving Loan  Commitment as
then in  effect,  the US  Borrower  shall  prepay on such day the  principal  of
Swingline Loans and, after all Swingline Loans have been repaid in full or if no
Swingline Loans are  outstanding,  the Borrowers shall prepay Revolving Loans in
an amount equal to such excess. If, after giving effect to the prepayment of all
outstanding  Swingline Loans and Revolving  Loans,  the aggregate  amount of the
Letter of Credit  Outstandings  exceeds the Total  Revolving Loan  Commitment as
then in effect,  the US Borrower  shall pay to the  Administrative  Agent at the
Payment  Office on such day an amount of cash and/or Cash  Equivalents  equal to
the amount of such excess (up to a maximum  amount equal to the Letter of Credit
Outstandings  at such time),  such cash and/or  Cash  Equivalents  to be held as
security for all  obligations of the US Borrower to the Issuing  Lenders and the
Lenders  hereunder  in a  cash  collateral  account  to be  established  by  the
Administrative Agent.

                  (ii) On any day on which the aggregate amount of all Letter of
Credit  Outstandings  exceeds  $25,000,000,  the US  Borrower  shall  pay to the
Administrative  Agent at the Payment Office on such day an amount of cash and/or
Cash  Equivalents  equal to the amount of such  excess,  such cash  and/or  Cash
Equivalents to be held as security for all obligations of the US Borrower to the
Issuing  Lenders and the Lenders  hereunder in a cash  collateral  account to be
established by the Administrative Agent.

                  (iii)  On any day on  which  Letters  of  Credit  issued  in a
currency  other than Dollars are  outstanding  and the  aggregate  amount of all
Letter of Credit  Outstandings in respect of all non-Dollar  denominated Letters
of Credit exceeds  $10,000,000,  the US Borrower shall pay to the Administrative
Agent  at the  Payment  Office  on  such  day an  amount  of  cash  and/or  Cash
Equivalents  equal  to  the  amount  of  such  excess,  such  cash  and/or  Cash
Equivalents to be held as security for all obligations of the US Borrower to the
Issuing  Lenders  and the  Lenders  hereunder  in a cash  collateral  account to
established by the Administrative Agent.

                                       24
<PAGE>

                  (b) With respect to each repayment of Revolving Loans required
by this Section 4.02,  each Borrower may designate the Types and/or  currency of
Revolving Loans which are to be repaid and, in the case of Euro Rate Loans,  the
specific  Borrowing  or  Borrowings  pursuant to which such Euro Rate Loans were
made,  provided that: (i) repayments of Euro Rate Loans pursuant to this Section
4.02 may only be made on the last day of an Interest Period  applicable  thereto
unless all Euro Rate Loans with Interest Periods ending on such date of required
repayment and all Base Rate Loans have been paid in full;  (ii) if any repayment
of Euro  Rate  Loans  made  pursuant  to a single  Borrowing  shall  reduce  the
outstanding  Euro Rate Loans made  pursuant to such  Borrowing to an amount less
than the Minimum Borrowing Amount  applicable  thereto,  such Borrowing,  in the
case of  Eurodollar  Loans,  shall be  converted  at the end of the then current
Interest  Period into a Borrowing  of Base Rate Loans or, in the case of Foreign
Currency Loans, shall be repaid; and (iii) each repayment of any Revolving Loans
made  pursuant  to a Borrowing  shall be applied  pro rata among such  Revolving
Loans.  In the absence of a  designation  by any  Borrower as  described  in the
preceding sentence,  the Administrative  Agent shall, subject to the above, make
such designation in its sole discretion.

                  (c) Notwithstanding anything to the contrary contained in this
Agreement or in any other Credit Document,  (i) all then  outstanding  Revolving
Loans  shall  be  repaid  in full on the  Final  Maturity  Date,  (ii)  all then
outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date
and (iii) unless the Required  Lenders  otherwise  agree,  all then  outstanding
Loans shall be repaid in full on the date on which a Change of Control occurs.

                  4.03  Method  and  Place  of  Payment.   Except  as  otherwise
specifically  provided  herein,  all payments  under this Agreement or under any
Note shall be made to the Administrative  Agent for the account of the Lender or
Lenders entitled thereto not later than 12:00 Noon (Local time) on the date when
due and shall be made in immediately  available  funds at the Payment Office and
in (x) Dollars,  if such payment is made in respect of any  obligation of the US
Borrower  under  this  Agreement  (including,  without  limitation,   Commitment
Commission,  reimbursement obligations with respect to Letters of Credit, Letter
of Credit  Fees and  Facing  Fees,  even if the  respective  Letter of Credit is
denominated  in a currency other than Dollars) or (y) the  appropriate  Approved
Currency,  if such  payment is made in respect of  principal  of or  interest on
Foreign  Currency Loans.  Whenever any payment to be made hereunder or under any
Note  shall be stated to be due on a day which is not a  Business  Day,  the due
date thereof  shall be extended to the next  succeeding  Business Day and,  with
respect to payments of principal,  interest  shall be payable at the  applicable
rate during such extension.

                  4.04 Net  Payments.  (a) All  payments  made by each  Borrower
hereunder or under any Note will be made without  setoff,  counterclaim or other
defense.  Except as provided in Sections 4.04(b), (c) and (d), all such payments
will be made free and clear of, and without  deduction or  withholding  for, any
present or future taxes, levies,  imposts,  duties,  fees,  assessments or other
charges of whatever  nature now or hereafter  imposed by any  jurisdiction or by
any political subdivision or taxing authority thereof or therein with respect to
such  payments  (but  excluding,  except as  provided  in the second  succeeding
sentence,  any tax  imposed on or measured by the net income or net profits of a
Lender pursuant to the laws of the  jurisdiction in which it is organized or the
jurisdiction in which the principal office or applicable  lending office

                                       25
<PAGE>

of such  Lender is  located  or any  subdivision  thereof  or  therein)  and all
interest,  penalties or similar  liabilities  with respect to such  non-excluded
taxes, levies,  imposts,  duties,  fees,  assessments or other charges (all such
non-excluded taxes, levies, imposts,  duties, fees, assessments or other charges
being  referred  to  collectively,  as  "Taxes").  If any Taxes are so levied or
imposed,  the relevant Borrower agrees to pay the full amount of such Taxes, and
such additional amounts as may be necessary so that every payment of all amounts
due under this Agreement or under any Note,  after  withholding or deduction for
or on account of any Taxes, will not be less than the amount provided for herein
or in such Note. If any amounts are payable in respect of Taxes  pursuant to the
preceding sentence,  the relevant Borrower agrees to reimburse each Lender, upon
the written request of such Lender,  for taxes imposed on or measured by the net
income or net profits of such Lender pursuant to the laws of the jurisdiction in
which such Lender is organized or in which the  principal  office or  applicable
lending  office of such  Lender is  located  or under the laws of any  political
subdivision or taxing authority of any such jurisdiction in which such Lender is
organized or in which the principal office or applicable  lending office of such
Lender  is  located  and for any  withholding  of  taxes  as such  Lender  shall
determine  are payable by, or withheld  from,  such  Lender,  in respect of such
amounts  so paid  to or on  behalf  of such  Lender  pursuant  to the  preceding
sentence  and in  respect  of any  amounts  paid to or on behalf of such  Lender
pursuant to this  sentence.  Each  Borrower  will furnish to the  Administrative
Agent  within 45 days after the date the payment of any Taxes is due pursuant to
applicable law certified  copies of tax receipts  evidencing such payment by the
Borrower.  Each Borrower agrees to indemnify and hold harmless each Lender,  and
reimburse such Lender upon its written  request,  for the amount of any Taxes so
levied or imposed and paid by such Lender.

                  (b) In the case of Loans to the US Borrower,  each Lender that
is not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S.  Federal  income  tax  purposes  agrees to  deliver to the US
Borrower and the  Administrative  Agent on or prior to the Effective Date, or in
the case of a Lender that is an assignee or transferee of an interest under this
Agreement  pursuant to Section 1.13 or 13.04 (unless the  respective  Lender was
already a Lender hereunder immediately prior to such assignment or transfer), on
the date of such  assignment  or transfer to such  Lender,  (i) two accurate and
complete  original signed copies of Internal Revenue Service Form W-8ECI or Form
W-8BEN  (with  respect to a complete  exemption  under an income tax treaty) (or
successor  forms)  certifying to such Lender's  entitlement as of such date to a
complete  exemption from United States  withholding tax with respect to payments
to be made by the US Borrower under this Agreement and under any Note or (ii) if
the Lender is not a "bank"  within the  meaning of Section  881(c)(3)(A)  of the
Code and cannot  deliver  either  Internal  Revenue  Service Form W-8ECI or Form
W-8BEN  (with  respect  to a  complete  exemption  under an income  tax  treaty)
pursuant to clause (i) above,  (x) a  certificate  substantially  in the form of
Exhibit D (any such certificate,  a "Section  4.04(b)(ii)  Certificate") and (y)
two accurate and complete  original  signed copies of Internal  Revenue  Service
Form W-8BEN (with respect to the  portfolio  interest  exemption)  (or successor
form)  certifying  to such  Lender's  entitlement  as of such date to a complete
exemption  from  United  States  withholding  tax with  respect to  payments  of
interest to be made by the US Borrower  under this Agreement and under any Note.
In addition,  in the case of Loans to the US Borrower,  each Lender  agrees that
from time to time after the  Effective  Date,  when a lapse in time or change in
circumstances renders the previous  certification  obsolete or inaccurate in any
material  respect,  such  Lender  will

                                       26
<PAGE>

deliver to the US Borrower  and the  Administrative  Agent two new  accurate and
complete  original signed copies of Internal Revenue Service Form W-8ECI or Form
W-8BEN (with  respect to the benefit of any income tax  treaty),  or Form W-8BEN
(with respect to the portfolio  interest  exemption)  and a Section  4.04(b)(ii)
Certificate,  as the case may be, and such  other  forms as may be  required  in
order to confirm or  establish  the  entitlement  of such  Lender to a continued
exemption  from or reduction in United  States  withholding  tax with respect to
payments by the US Borrower  under this  Agreement  and any Note, or such Lender
shall  immediately  notify the US Borrower and the  Administrative  Agent of its
inability  to deliver  any such Form or  Certificate,  in which case such Lender
shall not be required to deliver any such Form or  Certificate  pursuant to this
Section 4.04(b).  Notwithstanding  anything to the contrary contained in Section
4.04(a),  but  subject  to  Section  13.04(b)  and  the  immediately  succeeding
sentence, (x) the US Borrower shall be entitled, to the extent it is required to
do so by law,  to deduct or  withhold  income or  similar  taxes  imposed by the
United  States (or any  political  subdivision  or taxing  authority  thereof or
therein) from  interest,  Fees or other amounts  payable by it hereunder for the
account  of any  Lender  which is not a United  States  person  (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes
to the extent that such Lender has not provided to the US Borrower U.S. Internal
Revenue Service Forms that establish a complete exemption from such deduction or
withholding  and (y) the US Borrower shall not be obligated  pursuant to Section
4.04(a) to  gross-up  payments to be made by it to a Lender in respect of income
or  similar  taxes  imposed  by the  United  States if (I) such  Lender  has not
provided to the US Borrower the Internal  Revenue  Service Forms  required to be
provided to the US Borrower pursuant to this Section 4.04(b) or (II) in the case
of a payment,  other than interest,  to a Lender described in clause (ii) above,
to the  extent  that such  Forms do not  establish  a  complete  exemption  from
withholding of such taxes. Notwithstanding anything to the contrary contained in
the preceding sentence or elsewhere in this Section 4.04 and except as set forth
in Section 13.04(b), the US Borrower agrees to pay any additional amounts and to
indemnify each Lender in the manner set forth in Section 4.04(a) (without regard
to the identity of the  jurisdiction  requiring the deduction or withholding) in
respect of any Taxes deducted or withheld by it as described in the  immediately
preceding  sentence  as a result of any  changes  that are  effective  after the
Effective Date in any applicable law,  treaty,  governmental  rule,  regulation,
guideline or order, or in the interpretation thereof,  relating to the deducting
or withholding of such Taxes.

                  (c) In the case of Loans to the English Borrower,  each Lender
that is not a resident  of the United  Kingdom for United  Kingdom tax  purposes
agrees, to the extent such Lender is entitled to do so by law and the provisions
of any  applicable  tax  treaty,  within a  reasonable  period of time after the
Effective Date (or, in the case of a Lender that is an assignee or transferee of
an interest  under this Agreement  pursuant to Section 1.13 or Section  13.04(b)
(unless the respective  Lender was already a Lender hereunder  immediately prior
to such  assignment or transfer),  within a reasonable  period of time after the
date such Lender becomes a party to this Agreement by execution of an Assignment
and Assumption  Agreement),  to make the requisite  filing with the  appropriate
United Kingdom taxing  authority (as to which the English  Borrower shall notify
such  Lender)  (and/or the taxing  authority of the  jurisdiction  in which such
Lender's  principal  office is located) as required to establish its entitlement
to an exemption from or reduction in United Kingdom withholding under the double
tax treaty

                                       27
<PAGE>

currently in force between the United States (or the  jurisdiction in which such
Lender's  principal  office is located) and the United Kingdom.  Notwithstanding
anything to the contrary  contained in Section  4.04(a),  but subject to Section
13.04(b) and the immediately succeeding sentence, (i) the English Borrower shall
be  entitled,  to the  extent it is  required  to do so by law,  to  deduct  and
withhold income or similar taxes imposed by the United Kingdom on interest, Fees
or other amounts payable  hereunder for the account of any Lender which is not a
resident  of the United  Kingdom for United  Kingdom tax  purposes to the extent
that such Lender has not provided  forms,  declarations  or other  certification
required to establish a complete  exemption  from such  deduction or withholding
and (ii) the English Borrower shall not be obligated pursuant to Section 4.04(a)
hereof  to  gross-up  payments  to be made to a Lender in  respect  of income or
similar taxes  imposed by the United  Kingdom if such Lender has not provided to
the English  Borrower the forms and declaration  required to be provided by such
Lender pursuant to the preceding sentence.  Alternatively, if a Lender is a bank
as defined in Section  840A of the Income and  Corporation  Taxes Act of 1988 of
the United Kingdom, it shall, upon the reasonable written request of the English
Borrower,  provide  certifications  to  that  effect  to the  English  Borrower.
Notwithstanding  anything to the contrary  contained above in this clause (c) or
elsewhere in this Section 4.04 and except as set forth in Section 13.04(b),  the
English  Borrower  agrees to pay any  additional  amounts and to indemnify  each
Lender  in the  manner  set  forth in  Section  4.04(a)  (without  regard to the
identity of the jurisdiction  requiring the deduction or withholding) in respect
of any  Taxes  deducted  or  withheld  by it as  described  in  the  immediately
preceding  sentence  as a result of any  changes  that are  effective  after the
Effective Date in any applicable law,  treaty,  governmental  rule,  regulation,
guideline or order, or in the interpretation thereof,  relating to the deducting
or withholding of such Taxes.

                  (d) In the case of Loans to the Irish  Borrower,  each  Lender
that is not a resident of Ireland for Irish tax  purposes  shall use  reasonable
efforts to file any  certificate or document  reasonably  requested by the Irish
Borrower  pursuant to any  applicable  treaty,  law or regulation if such filing
would eliminate or reduce the amount of withholding taxes imposed by Ireland and
would not, in the sole discretion of such Lender, result in a legal, economic or
regulatory disadvantage to such Lender.

                  SECTION 5.  Conditions  Precedent to the Effective  Date.  The
occurrence  of the  Effective  Date  pursuant to Section 13.10 is subject to the
satisfaction of the following conditions:

                  5.01  Execution  of  Agreement;  Notes.  On or  prior  to  the
Effective  Date,  (i) this  Agreement  shall have been executed and delivered as
provided  in Section  13.10 and (ii)  there  shall  have been  delivered  to the
Administrative  Agent for the  account of each of the  Lenders  the  appropriate
Revolving  Notes  executed  by the  applicable  Borrowers  and to the  Swingline
Lender,  the Swingline  Note  executed by the US Borrower,  in each case, in the
amount, maturity and as otherwise provided herein.

                  5.02  Officer's  Certificate.   On  the  Effective  Date,  the
Administrative Agent shall have received a certificate from each Borrower, dated
the Effective  Date and signed on behalf of such Borrower by the Chairman of the
Board,  the Chief  Executive  Officer,  the  President,  any

                                       28
<PAGE>

Vice  President  or  Director  of such  Borrower,  certifying  on behalf of such
Borrower that all of the conditions in Sections 5.05,  5.06,  5.07 and 6.02 have
been satisfied on such date.

                  5.03  Opinions  of  Counsel.   On  the  Effective   Date,  the
Administrative  Agent shall have received (i) from Abrahams  Kaslow and Cassman,
special   counsel  to  the  Credit   Parties,   an  opinion   addressed  to  the
Administrative Agent, the Collateral Agent and each of the Lenders and dated the
Effective  Date  covering  the  matters  set forth in Exhibit E-1 and such other
matters incident to the transactions  contemplated  herein as the Administrative
Agent may reasonably request,  (ii) from the General Counsel of the US Borrower,
an opinion addressed to the Administrative  Agent, the Collateral Agent and each
of the Lenders and dated the  Effective  Date  covering the matters set forth in
Exhibit E-2 and such other  matters  incident to the  transactions  contemplated
herein as the  Administrative  Agent may reasonably  request,  (iii) from Taylor
Joynson  Garrett  Carmelite,  special  United  Kingdom  counsel  to the  English
Borrower, an opinion addressed to the Administrative Agent, the Collateral Agent
and each of the Lenders and dated the  Effective  Date  covering the matters set
forth in  Exhibit  E-3 and  such  other  matters  incident  to the  transactions
contemplated  herein as the Administrative  Agent may reasonably  request,  (iv)
from Matheson Ormsby Prentice,  special Irish counsel to the Irish Borrower,  an
opinion addressed to the Administrative  Agent, the Collateral Agent and each of
the  Lenders  and dated the  Effective  Date  covering  the matters set forth in
Exhibit E-4 and such other  matters  incident to the  transactions  contemplated
herein as the Administrative Agent may reasonably request, and (v) from Buxeda &
Asociados,  special Spanish counsel to the US Borrower,  an opinion addressed to
the Administrative Agent, the Collateral Agent and each of the Lenders and dated
the Effective  Date covering the matters set forth in Exhibit E-5 and such other
matters incident to the transactions  contemplated  herein as the Administrative
Agent may reasonably request.

                  5.04  Corporate  Documents;   Proceedings;  etc.  (a)  On  the
Effective Date, the Administrative  Agent shall have received a certificate from
each Credit Party  (other than SITEL  Belgium NV and SITEL  Teleservices  Canada
Inc.),  dated the Effective  Date,  signed on behalf of such Credit Party by the
Chairman of the Board,  the Chief  Executive  Officer,  the President,  any Vice
President or any Director of such Credit Party, and attested to by the Secretary
or any Assistant  Secretary of such Credit Party,  in the form of Exhibit F with
appropriate  insertions,  together with copies of the certificate or articles of
incorporation (or equivalent organizational document) and by-laws of such Credit
Party and the resolutions of such Credit Party referred to in such  certificate,
and the foregoing  shall be in form and substance  reasonably  acceptable to the
Administrative Agent.

                  (b) All corporate and legal  proceedings  and all  instruments
and  agreements  in  connection  with  the  transactions  contemplated  by  this
Agreement and the other Credit  Documents  shall be reasonably  satisfactory  in
form and substance to the Administrative Agent and the Required Lenders, and the
Administrative  Agent  shall have  received  all  information  and copies of all
documents and papers,  including records of corporate proceedings,  governmental
approvals, good standing certificates and bring-down telegrams or facsimiles, if
any, which the Administrative  Agent reasonably may have requested in connection
therewith, such documents and papers where appropriate to be certified by proper
corporate or governmental authorities.

                                       29
<PAGE>

                  5.05  Refinancing,   etc.  (a)  On  the  Effective  Date,  the
commitments  under the Indebtedness to be Refinanced shall have been terminated,
all loans outstanding  thereunder shall have been repaid in full,  together with
all accrued and unpaid  interest  thereon,  all accrued and unpaid fees  thereon
shall have been paid in full, all letters of credit and bank  guarantees  issued
thereunder shall have been terminated (except to the extent that same constitute
an Existing  Letter of Credit which is deemed issued under this  Agreement)  and
all other amounts owing pursuant to the Indebtedness to be Refinanced shall have
been repaid in full.

                  (b) On the Effective  Date, all security  interests in respect
of, and Liens  securing,  obligations  under the  Indebtedness  to be Refinanced
shall  have  been   terminated   and  released  to  the   satisfaction   of  the
Administrative  Agent, and the Administrative Agent shall have received all such
releases as may have been requested by the Administrative  Agent, which releases
shall be in form and substance  reasonably  satisfactory  to the  Administrative
Agent.  Without  limiting the  foregoing,  there shall have been  delivered  (i)
proper  termination  statements  (Form UCC-3 or the appropriate  equivalent) for
filing under the UCC (or the foreign  equivalent  thereof) of each  jurisdiction
where a financing  statement  Form UCC-1 or equivalent was filed with respect to
the US Borrower  or any of its  Subsidiaries  in  connection  with the  security
interests  created  pursuant  to  the  Indebtedness  to be  Refinanced  and  the
documentation  related thereto,  fully executed by the appropriate parties, (ii)
termination  or  reassignment  of any  security  interest  in,  or Lien on,  any
patents,  trademarks,  copyrights or similar interests of the US Borrower or any
of its Subsidiaries on which filings have been made to secure  obligations under
the  Indebtedness to be Refinanced,  fully executed by the appropriate  parties,
and (iii) terminations of all mortgages, leasehold mortgages and deeds of trusts
created with  respect to property of the US Borrower or any of its  Subsidiaries
to  secure  the  obligations  under the  Indebtedness  to be  Refinanced,  fully
executed by the appropriate parties, all of which shall be in form and substance
reasonably satisfactory to the Administrative Agent.

                  5.06 Adverse Change, etc. (a) Nothing shall have occurred (and
neither the Administrative  Agent nor the Lenders shall have become aware of any
facts or conditions not previously known) which the Administrative  Agent or the
Required Lenders shall reasonably  determine (a) has had, or could reasonably be
expected  to have,  a material  adverse  effect on the rights or remedies of the
Lenders or the  Administrative  Agent,  or on the ability of any Credit Party to
perform its obligations to the Lenders or the Administrative  Agent hereunder or
under any other Credit Document or (b) has had, or could  reasonably be expected
to have,  a  material  adverse  effect on the  business,  operations,  property,
assets,  liabilities,  condition (financial or otherwise) or prospects of the US
Borrower or any of its Subsidiaries.

                  (b)  On  or  prior  to  the  Effective   Date,  all  necessary
governmental (domestic and foreign) and third party approvals and/or consents in
connection  with the  transactions  contemplated by this Agreement and the other
Credit  Documents  and  otherwise  referred to herein or therein shall have been
obtained and remain in effect. Additionally, there shall not exist any judgment,
order,  injunction  or other  restraint  issued  or filed or a  hearing  seeking
injunctive relief or other restraint pending or notified prohibiting or imposing
materially  adverse  conditions  upon  the  transactions  contemplated  by  this
Agreement  and the other Credit  Documents  or  otherwise  referred to herein or
therein.

                                       30
<PAGE>

                  5.07  Litigation.  On the  Effective  Date,  there shall be no
actions,  suits or  proceedings  pending or threatened  (i) with respect to this
Agreement or any other Credit Document or (ii) which the Administrative Agent or
the Required Lenders shall reasonably  determine could reasonably be expected to
have a  material  adverse  effect  on (a) the  business,  operations,  property,
assets,  liabilities,  condition (financial or otherwise) or prospects of the US
Borrower or any of its  Subsidiaries,  (b) the rights or remedies of the Lenders
or the Administrative  Agent hereunder or under any other Credit Document or (c)
the ability of any Credit  Party to perform its  respective  obligations  to the
Lenders  or the  Administrative  Agent  hereunder  or  under  any  other  Credit
Document.

                  5.08 Pledge  Agreements.  On the Effective  Date,  (i) each US
Credit  Party  shall  have duly  authorized,  executed  and  delivered  a Pledge
Agreement in the form of Exhibit G, with such  changes  thereto,  or  additional
pledge agreements (or amendments thereto) entered into in connection  therewith,
as foreign counsel for the  Administrative  Agent may suggest in connection with
the Pledge  Agreement  Collateral  issued to any US Credit  Party by any Foreign
Subsidiary,  (ii) each Initial  Foreign Credit Party organized under the laws of
the United  Kingdom  shall have duly  authorized,  executed and delivered one or
more  other  pledge  agreements  in  form  and  substance  satisfactory  to  the
Administrative  Agent and as foreign  counsel for the  Administrative  Agent may
suggest in connection with the Pledge Agreement  Collateral to be pledged by any
such Initial  Foreign  Credit Party (such Pledge  Agreement,  together with such
additional  and  other  pledge  agreements  (as  well as any  pledge  agreements
delivered  pursuant to Section  8.15(a)),  as modified,  amended or supplemented
from time to time in accordance with the terms thereof and hereof, collectively,
the "Pledge  Agreements")  and shall have delivered to the Collateral  Agent, as
Pledgee thereunder, all of the certificated Pledge Agreement Collateral, if any,
referred to therein and then owned by each such Credit  Party,  (A)  endorsed in
blank  in the  case of  promissory  notes  constituting  such  Pledge  Agreement
Collateral  and (B) together  with (x) executed and undated  stock powers in the
case of capital stock  constituting  such Pledge  Agreement  Collateral  and (y)
proper Financing  Statements  (Form UCC-1 or the equivalent)  fully executed for
filing under the UCC or other appropriate filing offices of each jurisdiction as
may be  necessary  or,  in the  reasonable  opinion  of  the  Collateral  Agent,
desirable  to perfect  the  security  interests  purported  to be created by the
Pledge Agreements, and (iii) each Credit Party shall have taken all such further
actions as may be  necessary  or, in the  reasonable  opinion of the  Collateral
Agent desirable, to perfect the security interest purported to be created by the
Pledge Agreements.

                  5.09 Security  Agreements.  On the Effective Date, (i) each US
Credit Party shall have duly  authorized,  executed and  delivered  the Security
Agreement  in the form of Exhibit H and (ii) each Initial  Foreign  Credit Party
organized  under the laws of the  United  Kingdom  shall  have duly  authorized,
executed  and  delivered  one or more  other  security  agreements  in form  and
substance satisfactory to the Administrative Agent and as foreign counsel to the
Administrative  Agent may  suggest in  connection  with the  Security  Agreement
Collateral of each such Foreign Credit Party (such Security Agreement,  together
with  such  other  security  agreements  (as  well  as any  security  agreements
delivered  pursuant to Section  8.15(a)),  as modified,  amended or supplemented
from time to time in accordance with the terms thereof and hereof, collectively,
the

                                       31
<PAGE>

"Security  Agreements"),  in each case covering all of each such Credit  Party's
present and future Security Agreement Collateral, together with:

                 (i) proper Financing  Statements (Form UCC-1 or the equivalent)
         fully  executed  for filing under the UCC or other  appropriate  filing
         offices of each  jurisdiction as may be necessary or, in the reasonable
         opinion of the  Collateral  Agent  desirable,  to perfect the  security
         interests purported to be created by the Security Agreements;

                (ii)  certified  copies of Requests  for  Information  or Copies
         (Form UCC-11), or equivalent  reports,  listing all effective financing
         statements  that name any Credit  Party as debtor and that are filed in
         the jurisdictions referred to in clause (i) above, together with copies
         of such other financing statements that name any Credit Party as debtor
         (none  of  which  shall  cover  the  Collateral  except  to the  extent
         evidencing  Permitted Liens or in respect of which the Collateral Agent
         shall  have  received   termination   statements  (Form  UCC-3  or  the
         equivalent)  as shall be  required  by local  law  fully  executed  for
         filing);

               (iii)  evidence of the  completion  of all other  recordings  and
         filings  of, or with  respect  to, the  Security  Agreements  as may be
         necessary to perfect the security  interests  intended to be created by
         the Security Agreements; and

                (iv) evidence  that all other  actions  necessary to perfect and
         protect the security interests  purported to be created by the Security
         Agreements have been taken.

                  5.10  Subsidiary  Guaranties.  (a) On the Effective Date, each
Subsidiary  Guarantor  that is a US Credit  Party  shall  have duly  authorized,
executed and delivered the Subsidiaries  Guaranty in the form of Exhibit I-1 (as
amended,  modified  or  supplemented  from  time to time,  the "US  Subsidiaries
Guaranty").

                  (b) On the Effective Date, each  Subsidiary  Guarantor  (other
than  SITEL  Belgium  NV and SITEL  Teleservices  Canada  Inc.)  shall have duly
authorized,  executed and  delivered  the  Subsidiaries  Guaranty in the form of
Exhibit I-2, with such changes thereto as foreign counsel for the Administrative
Agent may suggest with respect to any Foreign Credit Party (as amended, modified
or supplemented from time to time, the "Foreign Subsidiaries Guaranty").

                  5.11  Financial  Statements;  Projections.  On or prior to the
Effective  Date, the  Administrative  Agent shall have received true and correct
copies of the historical financial statements and the Projections referred to in
Sections 7.05(a) and (d), which historical  financial statements and Projections
shall be in form and substance  reasonably  satisfactory  to the  Administrative
Agent and the Required Lenders.

                  5.12  Solvency  Certificate.  On the  Effective  Date,  the US
Borrower shall have delivered to the Administrative Agent a solvency certificate
from the chief financial officer of the US Borrower in the form of Exhibit J.

                  5.13  Insurance  Certificates.  On or prior  to the  Effective
Date,  the  US  Borrower  shall  have  delivered  to  the  Administrative  Agent
certificates from its insurance brokers or

                                       32
<PAGE>

carriers with respect to the business and properties of the US Credit Parties in
scope, form and substance  reasonably  satisfactory to the Administrative  Agent
and naming the  Collateral  Agent as an additional  insured and/or as loss payee
and stating that the  respective  insurer shall  endeavor to provide at least 30
days' prior written notice to the Collateral  Agent before such insurance  shall
be cancelled.

                  5.14 Fees,  etc. On the Effective  Date,  the Borrowers  shall
have  paid to the  Administrative  Agent and each  Lender  all  costs,  fees and
expenses  (including,  without  limitation,  reasonable legal fees and expenses)
payable  to the  Administrative  Agent and such  Lender to the  extent  then due
pursuant  hereto  or as  otherwise  agreed  between  the  US  Borrower  and  the
Administrative Agent.

                  5.15 Consent Letter. On the Effective Date, the Administrative
Agent shall have received a letter from CT Corporation System, presently located
at 111 Eighth  Avenue,  New York, New York 10011,  substantially  in the form of
Exhibit N,  indicating its consent to its  appointment by each Borrower and each
Initial Foreign Credit Party (other than SITEL Belgium NV and SITEL Teleservices
Canada Inc.) to receive service of process as specified in Section 13.08 of this
Agreement and in Section 20 of the Foreign Subsidiaries Guaranty, respectively.

                  SECTION 6.  Conditions  Precedent  to All Credit  Events.  The
obligation of each Lender to make Loans  (including  Loans made on the Effective
Date), and the obligation of each Issuing Lender to issue Letters of Credit,  is
subject,  at  the  time  of  each  such  Credit  Event  (except  as  hereinafter
indicated), to the satisfaction of the following conditions:

                  6.01  Effective Date.  The Effective Date shall have occurred.

                  6.02 No Default;  Representations and Warranties.  At the time
of each such Credit Event and also after giving  effect  thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained  herein and in the other Credit Documents shall be true and correct in
all material  respects with the same effect as though such  representations  and
warranties  had been made on the date of such Credit Event (it being  understood
and agreed that any  representation or warranty which by its terms is made as of
a  specified  date shall be  required  to be true and  correct  in all  material
respects only as of such specified date).

                  6.03 Notice of Borrowing;  Letter of Credit Request. (a) Prior
to the making of each  Revolving Loan (other than a Revolving Loan made pursuant
to a Mandatory Borrowing), the Administrative Agent shall have received a Notice
of Borrowing meeting the requirements of Section 1.03(a). Prior to the making of
each  Swingline  Loan,  the  Swingline  Lender  shall have  received  the notice
referred to in Section 1.03(b)(i).

                  (b)  Prior to the  issuance  of each  Letter  of  Credit,  the
Administrative  Agent and the  respective  Issuing  Lender shall have received a
Letter of Credit Request meeting the requirements of Section 2.03.

                                       33
<PAGE>

                  The occurrence of the Effective Date and the acceptance of the
benefits of each Credit Event shall constitute a representation  and warranty by
each Borrower to the  Administrative  Agent and each of the Lenders that all the
conditions specified in Section 5 (with respect to the Effective Date and Credit
Events to occur on the  Effective  Date) and in this Section 6 (with  respect to
the Effective  Date and Credit  Events to occur on or after the Effective  Date)
and  applicable  to such Credit  Event exist as of that time.  All of the Notes,
certificates,  legal  opinions  and other  documents  and papers  referred to in
Section 5 and in this Section 6, unless otherwise specified,  shall be delivered
to the Administrative  Agent at the Notice Office for the account of each of the
Lenders and, except for the Notes, in sufficient counterparts or copies for each
of  the  Lenders  and  shall  be in  form  and  substance  satisfactory  to  the
Administrative Agent and the Required Lenders.

                  SECTION 7.  Representations,  Warranties  and  Agreements.  In
order to induce the Lenders to enter into this  Agreement and to make the Loans,
and issue (or  participate  in) the Letters of Credit as provided  herein,  each
Borrower makes the following representations, warranties and agreements, in each
case after giving effect to the Effective  Date,  all of which shall survive the
execution  and  delivery of this  Agreement  and the Notes and the making of the
Loans  and  issuance  of the  Letters  of  Credit,  with the  occurrence  of the
Effective Date and the occurrence of each Credit Event on or after the Effective
Date being deemed to constitute a  representation  and warranty that the matters
specified in this Section 7 are true and correct on and as of the Effective Date
and on the date of each such Credit Event (it being  understood  and agreed that
any representation or warranty which by its terms is made as of a specified date
shall be required to be true and correct only as of such specified date).

                  7.01  Status.  Each  of  the  US  Borrower  and  each  of  its
Subsidiaries  (i)  is  a  duly  organized  and  validly  existing   corporation,
partnership or limited liability  company,  as the case may be, in good standing
under the laws of the jurisdiction of its organization,  (ii) has the corporate,
partnership or limited  liability  company power and authority,  as the case may
be, to own its  property  and assets and to transact the business in which it is
engaged  and  presently  proposes to engage and (iii) is duly  qualified  and is
authorized to do business and is in good standing in each jurisdiction where the
ownership,  leasing or  operation of its property or the conduct of its business
requires  such  qualifications  except for  failures to be so  qualified  which,
either  individually  or in the  aggregate,  could not reasonably be expected to
have a material adverse effect on the business,  operations,  property,  assets,
liabilities,  condition (financial or otherwise) or prospects of the US Borrower
and its Subsidiaries taken as a whole.

                  7.02 Power and Authority. Each Credit Party has the corporate,
partnership or limited  liability  company power and authority,  as the case may
be, to execute,  deliver and  perform  the terms and  provisions  of each of the
Credit  Documents  to which it is party and has taken all  necessary  corporate,
partnership  or  limited  liability  company  action,  as the  case  may be,  to
authorize the execution,  delivery and  performance by it of each of such Credit
Documents.  Each Credit Party has duly executed and delivered each of the Credit
Documents to which it is party,  and each of such Credit  Documents  constitutes
its legal,  valid and binding  obligation  enforceable  in  accordance  with its
terms,  except to the extent that the  enforceability  thereof may be limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar

                                       34
<PAGE>

laws  generally  affecting   creditors'  rights  and  by  equitable   principles
(regardless of whether enforcement is sought in equity or at law).

                  7.03  No  Violation.   Neither  the  execution,   delivery  or
performance by any Credit Party of the Credit  Documents to which it is a party,
nor compliance by it with the terms and provisions thereof,  (i) will contravene
any  provision  of any law,  statute,  rule or  regulation  or any order,  writ,
injunction  or decree of any court or  governmental  instrumentality,  (ii) will
conflict with or result in any breach of any of the terms, covenants, conditions
or provisions  of, or constitute a default  under,  or result in the creation or
imposition of (or the obligation to create or impose) any Lien (except  pursuant
to the Security Documents) upon any of the property or assets of the US Borrower
or any of its Subsidiaries pursuant to the terms of any indenture (including the
Senior Subordinated Note Indenture),  mortgage,  deed of trust, credit agreement
or loan agreement, or any other material agreement,  contract or instrument,  to
which the US  Borrower or any of its  Subsidiaries  is a party or by which it or
any of its  property  or assets is bound or to which it may be  subject or (iii)
will violate any provision of the  certificate or articles of  incorporation  or
by-laws (or  equivalent  organizational  documents) of the US Borrower or any of
its Subsidiaries.

                  7.04  Approvals.   No  order,  consent,   approval,   license,
authorization  or  validation  of, or filing,  recording  or  registration  with
(except for those that have  otherwise  been obtained or made on or prior to the
Effective Date and which remain in full force and effect on the Effective Date),
or  exemption  by,  any  governmental  or  public  body  or  authority,  or  any
subdivision  thereof,  is  required  by any  Credit  Party to  authorize,  or is
required in connection with, (i) the execution,  delivery and performance of any
Credit  Document by any Credit  Party or (ii) the  legality,  validity,  binding
effect or enforceability of any such Credit Document against any Credit Party.

                  7.05 Financial  Statements;  Financial Condition;  Undisclosed
Liabilities;  Projections;  etc. (a) The  consolidated  balance  sheet of the US
Borrower  and its  Subsidiaries  for its fiscal year ended on December 31, 1999,
and the related consolidated  statements of income, cash flows and shareholders'
equity of the US Borrower and its Subsidiaries for its fiscal year ended on such
date,  copies of which  have been  furnished  to the  Lenders on or prior to the
Effective  Date,  present  fairly  in all  material  respects  the  consolidated
financial  position of the US Borrower and its Subsidiaries at the dates of such
balance sheet and the consolidated  results of the operations of the US Borrower
and its  Subsidiaries  for the  period  covered  thereby.  All of the  foregoing
financial  statements have been prepared in accordance  with generally  accepted
accounting principles  consistently applied.  Since December 31, 1999, there has
been no material adverse change in the business,  operations,  property, assets,
liabilities,  condition (financial or otherwise) or prospects of the US Borrower
and its Subsidiaries taken as a whole.

                  (b) On and as of the  Effective  Date and after giving  effect
thereto,  (a) the sum of the assets, at a fair valuation,  of each Borrower on a
stand-alone  basis and of each  Borrower and its  Subsidiaries  taken as a whole
will  exceed  its  debts;  (b) each  Borrower  on a  stand-alone  basis and each
Borrower  and its  Subsidiaries  taken as a whole has not  incurred and does not
intend to incur,  and does not  believe  that it will  incur,  debts  beyond its
ability to pay such  debts as such

                                       35
<PAGE>

debts mature; and (c) each Borrower on a stand-alone basis and each Borrower and
its  Subsidiaries  taken as a whole will have  sufficient  capital with which to
conduct its  business.  For purposes of this Section  7.05(b),  "debt" means any
liability  on a claim,  and "claim"  means (i) right to payment,  whether or not
such  a  right  is  reduced  to  judgment,  liquidated,   unliquidated,   fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured,
or unsecured or (ii) right to an equitable  remedy for breach of  performance if
such breach  gives rise to a payment,  whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent,  matured, unmatured, disputed,
undisputed,  secured or unsecured.  The amount of contingent  liabilities at any
time shall be  computed  as the amount  that,  in the light of all the facts and
circumstances  existing at such time,  represents the amount that can reasonably
be expected to become an actual or matured liability.

                  (c)  Except as fully  disclosed  in the  financial  statements
delivered  pursuant to Section  7.05(a),  there were as of the Effective Date no
liabilities  or  obligations  with  respect  to  the US  Borrower  or any of its
Subsidiaries of any nature whatsoever (whether absolute,  accrued, contingent or
otherwise and whether or not due) which,  either  individually  or in aggregate,
could  reasonably  be  expected  to be  material  to the  US  Borrower  and  its
Subsidiaries  taken as a whole.  As of the Effective  Date, no Borrower knows of
any basis for the assertion  against the US Borrower or any of its  Subsidiaries
of any  liability  or  obligation  of any  nature  whatsoever  that is not fully
disclosed in the  financial  statements  delivered  pursuant to Section  7.05(a)
which, either individually or in the aggregate,  could reasonably be expected to
be material to the US Borrower and its Subsidiaries taken as a whole.

                  (d) On and as of the Effective Date, the Projections delivered
to the  Administrative  Agent and the Lenders prior to the  Effective  Date have
been prepared in good faith and are based on reasonable  assumptions,  and there
are no  statements or  conclusions  in the  Projections  which are based upon or
include  information  known to the US Borrower to be  misleading in any material
respect or which fail to take into account material  information known to the US
Borrower  regarding the matters  reported  therein.  On the Effective Date, each
Borrower  believes that the Projections are reasonable and attainable,  it being
recognized by the Lenders, however, that projections as to future events are not
to be viewed as facts and that the actual  results  during the period or periods
covered by the  Projections  may differ from the projected  results and that the
differences may be material.

                  7.06  Litigation.  There are no actions,  suits or proceedings
pending or, to the best knowledge of each Borrower,  threatened (i) with respect
to this  Agreement  or any  other  Credit  Document,  (ii) with  respect  to any
material  Indebtedness  of the US Borrower or any of its  Subsidiaries  or (iii)
that  are  reasonably  likely  to,  either  individually  or in  the  aggregate,
materially  and adversely  affect the business,  operations,  property,  assets,
liabilities,  condition (financial or otherwise) or prospects of the US Borrower
and its Subsidiaries taken as a whole.

                  7.07 True and  Complete  Disclosure.  All factual  information
(taken as a whole)  furnished  by or on behalf of any Credit Party in writing to
the  Administrative  Agent or any Lender  (including,  without  limitation,  all
information  contained in the Credit Documents) for purposes of or in connection
with this Agreement,  the other Credit Documents or any transaction

                                       36
<PAGE>

contemplated herein or therein is, and all other such factual information (taken
as a whole)  hereafter  furnished by or on behalf of any Credit Party in writing
to the  Administrative  Agent or any Lender  will be,  true and  accurate in all
material respects on the date as of which such information is dated or certified
and not  incomplete  by  omitting  to state  any  fact  necessary  to make  such
information  (taken as a whole) not  misleading in any material  respect at such
time in light of the circumstances under which such information was provided.

                  7.08 Use of Proceeds; Margin Regulations.  (a) All proceeds of
the  Revolving  Loans  and the  Swingline  Loans  shall be used (i) to repay the
Indebtedness to be Refinanced, (ii) to pay fees and expenses related thereto and
(iii) for the working capital and general corporate  purposes of the US Borrower
and   its   Subsidiaries   (including,   without   limitation,   for   Permitted
Acquisitions).

                  (b) No part of any Credit Event (or the proceeds thereof) will
be used to  purchase  or carry  any  Margin  Stock or to extend  credit  for the
purpose of purchasing or carrying any Margin Stock except in connection with the
repurchase  of shares of stock of the US Borrower as permitted by Section  9.03.
The  value of all  Margin  Stock at any time  owned by the US  Borrower  and its
Subsidiaries  does not,  and will not,  exceed 25% of the value of the assets of
the US Borrower and its Subsidiaries taken as a whole. Neither the making of any
Loan nor the use of the proceeds  thereof nor the occurrence of any other Credit
Event will violate or be inconsistent  with the provisions of Regulation T, U or
X of the Board of Governors of the Federal Reserve System.

                  7.09 Tax Returns  and  Payments.  Each of the US Borrower  and
each of its  Subsidiaries has filed all federal and state income tax returns and
all other material tax returns, domestic and foreign, required to be filed by it
and has paid all taxes and  assessments  payable  by it which have  become  due,
except for those  contested  in good faith and  adequately  disclosed  and fully
provided for on the financial statements of the US Borrower and its Subsidiaries
in accordance  with generally  accepted  accounting  principles.  Each of the US
Borrower  and each of its  Subsidiaries  have paid,  or have  provided  adequate
reserves  (in the good faith  judgment of the  management  of the US Borrower or
such  Subsidiary,  as the case may be) for the payment of, all  federal,  state,
local and foreign income taxes applicable for all prior fiscal years and for the
current  fiscal year to date.  There is no material  action,  suit,  proceeding,
investigation,  audit, or claim now pending or, to the knowledge of any Borrower
threatened,  by any authority regarding any taxes relating to the US Borrower or
any of its Subsidiaries.  As of the Effective Date,  neither the US Borrower nor
any of its  Subsidiaries  has  entered  into  an  agreement  or  waiver  or been
requested  to enter  into an  agreement  or  waiver  extending  any  statute  of
limitations relating to the payment or collection of taxes of the US Borrower or
any of its Subsidiaries,  or is aware of any circumstances  that would cause the
taxable  years  or  other  taxable  periods  of  the US  Borrower  or any of its
Subsidiaries  not  to  be  subject  to  the  normally   applicable   statute  of
limitations.

                  7.10  Compliance  with ERISA.  (i) Each Plan (and each related
trust,  insurance contract or fund) is in substantial  compliance with its terms
and with all applicable laws,  including without  limitation ERISA and the Code;
each Plan (and each  related  trust,  if any)

37
<PAGE>

which is intended to be qualified  under Section 401(a) of the Code has received
a determination  letter from the Internal  Revenue Service to the effect that it
meets the  requirements of Sections 401(a) and 501(a) of the Code; no Reportable
Event has occurred; no Plan which is a multiemployer plan (as defined in Section
4001(a)(3) of ERISA) is insolvent or in reorganization;  no Plan has an Unfunded
Current  Liability;  no Plan  which is  subject  to  Section  412 of the Code or
Section 302 of ERISA has an accumulated funding  deficiency,  within the meaning
of such  sections of the Code or ERISA,  or has applied for or received a waiver
of an accumulated funding deficiency or an extension of any amortization period,
within the  meaning of Section  412 of the Code or Section  303 or 304 of ERISA;
all contributions  required to be made with respect to a Plan have been made and
no material  liability  has occurred as a result of any failure to make any such
contribution  in a timely manner;  neither the US Borrower nor any Subsidiary of
the US Borrower nor any ERISA  Affiliate  has  incurred  any material  liability
(including any indirect,  contingent or secondary liability) to or on account of
a Plan pursuant to Section 409,  502(i),  502(l),  515, 4062,  4063, 4064, 4069,
4201, 4204 or 4212 of ERISA or Section 401(a)(29),  4971 or 4975 of the Code or,
to the knowledge of any executive officer of any Borrower or the highest ranking
human  resources  officer of any  Borrower,  expects to incur any such  material
liability  under any of the  foregoing  sections  with  respect to any Plan;  no
condition  exists  which  presents a  material  risk to the US  Borrower  or any
Subsidiary  of the US Borrower or any ERISA  Affiliate  of  incurring a material
liability to or on account of a Plan  pursuant to the  foregoing  provisions  of
ERISA and the Code; no proceedings  have been instituted to terminate or appoint
a trustee to  administer  any Plan  which is  subject  to Title IV of ERISA;  no
action, suit,  proceeding,  hearing,  audit or investigation with respect to the
administration,  operation or the  investment  of assets of any Plan (other than
routine  claims for  benefits) is pending or, to the  knowledge of any executive
officer of any Borrower or the highest  ranking human  resources  officer of any
Borrower,  expected or threatened;  using actuarial  assumptions and computation
methods consistent with Part 1 of subtitle E of Title IV of ERISA, the aggregate
liabilities of the US Borrower and its  Subsidiaries and its ERISA Affiliates to
all Plans which are  multiemployer  plans (as defined in Section  4001(a)(3)  of
ERISA) in the event of a complete withdrawal  therefrom,  as of the close of the
most  recent  fiscal  year of each such Plan ended prior to the date of the most
recent  Credit  Event,  would not exceed  $500,000;  each group  health plan (as
defined in Section  607(1) of ERISA or Section  4980B(g)(2)  of the Code)  which
covers or has covered  employees or former  employees  of the US  Borrower,  any
Subsidiary  of the US  Borrower  or any ERISA  Affiliate  has at all times  been
operated in substantial  compliance  with the provisions of Part 6 of subtitle B
of Title I of ERISA and  Section  4980B of the Code and any failure to so comply
would not  result in a material  liability;  no lien  imposed  under the Code or
ERISA on the assets of the US Borrower or any  Subsidiary  of the US Borrower or
any ERISA Affiliate exists or, to the knowledge of any executive  officer of any
Borrower or the highest  ranking human  resources  officer of any  Borrower,  is
likely to arise on account of any Plan; and the US Borrower and its Subsidiaries
may cease  contributions to or terminate any employee benefit plan maintained by
any of them without incurring any material liability.

                  (ii)  Each  Foreign   Pension  Plan  has  been  maintained  in
substantial  compliance with its terms and with the  requirements of any and all
applicable  laws,  statutes,   rules,   regulations  and  orders  and  has  been
maintained,   where  required,  in  good  standing  with  applicable  regulatory
authorities.  All  contributions  required to be made with  respect to a Foreign

                                       38
<PAGE>

Pension Plan have been made and no material  liability  has occurred as a result
of any failure to make any such contribution in a timely manner.  Neither the US
Borrower nor any of its  Subsidiaries  has incurred any obligation in connection
with the termination of or withdrawal from any Foreign Pension Plan. The present
value of the accrued  benefit  liabilities  (whether  or not vested)  under each
Foreign  Pension  Plan,  determined  as of the  end of  the US  Borrower's  most
recently ended fiscal year on the basis of actuarial assumptions,  each of which
is  reasonable,  did not exceed the current  value of the assets of such Foreign
Pension Plan allocable to such benefit liabilities.

                  7.11 Security Documents. (a) The security interests created in
favor of the  Collateral  Agent,  as  Pledgee,  for the  benefit of the  Secured
Creditors,  under each Pledge  Agreement  constitute  first  priority  perfected
security interests in the Pledge Agreement  Collateral  described in such Pledge
Agreement,  subject to no security interests of any other Person. Except as have
been  obtained or made on or prior to the  Effective  Date (or prior to the date
required by Section 8.11, 8.12 or 8.15, as applicable), no filings or recordings
are required in order to perfect (or maintain the perfection or priority of) the
security  interests created in the Pledge Agreement  Collateral under the Pledge
Agreements.

                  (b) The provisions of each Security Agreement are effective to
create in favor of the Collateral Agent for the benefit of the Secured Creditors
a legal,  valid  and  enforceable  security  interest  in all  right,  title and
interest  of  the  Credit  Parties  party  thereto  in  the  Security  Agreement
Collateral  described therein,  and the Collateral Agent, for the benefit of the
Secured Creditors has a fully perfected first lien on, and security interest in,
all  right,  title and  interest  in all of the  Security  Agreement  Collateral
described  therein,  subject to no other Liens other than Permitted Liens of the
type described in Section 9.01(i).

                  7.12  Properties.  Each  of the US  Borrower  and  each of its
Subsidiaries have good and marketable title to all material  properties owned by
them,  including  all  property  reflected in the balance  sheet  referred to in
Section 7.05(a) (except as sold or otherwise  disposed of since the date of such
balance sheet in the ordinary course of business or as permitted by the terms of
this  Agreement  or,  if  prior  to the  Effective  Date,  the  Existing  Credit
Agreement), free and clear of all Liens, other than Permitted Liens.

                  7.13  Capitalization.  On the Effective  Date,  the authorized

capital stock of the US Borrower shall consist of  200,000,000  shares of common
stock, $.001 par value per share. All outstanding shares of capital stock of the
US  Borrower  have  been  duly  and  validly  issued  and  are  fully  paid  and
non-assessable.  The US  Borrower  does  not  have  outstanding  any  securities
convertible into or exchangeable for its capital stock or outstanding any rights
to  subscribe  for or to  purchase,  or any options for the  purchase of, or any
agreement providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character  relating to, its capital  stock,  except
for options,  warrants or rights to purchase shares of the US Borrower's  common
stock or Qualified Preferred Stock which may be issued from time to time.

                  7.14  Subsidiaries.  As of the Effective Date, the US Borrower
has no  Subsidiaries  other  than those  Subsidiaries  listed on  Schedule  III.
Schedule III correctly sets forth,  as of the

                                       39
<PAGE>

Effective  Date,  (i) the  percentage  ownership  (direct or indirect) of the US
Borrower  in  each  class  of  capital  stock  or  other  equity  of each of its
Subsidiaries  and  also  identifies  the  direct  owner  thereof  and  (ii)  the
jurisdiction of incorporation of each such Subsidiary.

                  7.15  Compliance  with Statutes,  etc. Each of the US Borrower
and each of its  Subsidiaries  is in compliance  with all  applicable  statutes,
regulations  and orders  of, and all  applicable  restrictions  imposed  by, all
governmental  bodies,  domestic  or  foreign,  in respect of the  conduct of its
business  and the  ownership  of its property  (including  applicable  statutes,
regulations,  orders and restrictions  relating to  environmental  standards and
controls),  except such  noncompliances as could not, either  individually or in
the aggregate,  reasonably be expected to have a material  adverse effect on the
business,  operations,  property, assets,  liabilities,  condition (financial or
otherwise)  or  prospects  of the US Borrower  and its  Subsidiaries  taken as a
whole.

                  7.16  Investment Company Act.  Neither the US Borrower nor any
of its  Subsidiaries is an "investment  company" or a company "controlled" by an
"investment company," within the meaning of the Investment  Company Act of 1940,
 as amended.

                  7.17  Public  Utility  Holding  Company  Act.  Neither  the US
Borrower nor any of its  Subsidiaries  is a "holding  company," or a "subsidiary
company" of a "holding  company," or an "affiliate" of a "holding company" or of
a "subsidiary  company" of a "holding  company" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

                  7.18  Environmental  Matters.  (a) The US Borrower and each of
its Subsidiaries have complied with, and on the date of each Credit Event are in
compliance with, all applicable  Environmental  Laws and the requirements of any
permits issued under such  Environmental  Laws.  There are no pending or, to the
best knowledge of any Borrower,  threatened  Environmental Claims against the US
Borrower or any of its Subsidiaries (including any such claim arising out of the
ownership,  lease or operation by the US Borrower or any of its  Subsidiaries of
any Real Property no longer owned,  leased or operated by the US Borrower or any
of its  Subsidiaries)  or any Real Property owned,  leased or operated by the US
Borrower  or  any of  its  Subsidiaries.  There  are  no  facts,  circumstances,
conditions or  occurrences  with respect to the business or operations of the US
Borrower  or any of its  Subsidiaries,  or any Real  Property  owned,  leased or
operated  by the US  Borrower  or any of its  Subsidiaries  (including  any Real
Property  formerly  owned,  leased or  operated by the US Borrower or any of its
Subsidiaries  but no longer owned,  leased or operated by the US Borrower or any
of its  Subsidiaries)  or any  property  adjoining  or adjacent to any such Real
Property that could be expected (i) to form the basis of an Environmental  Claim
against the US Borrower or any of its  Subsidiaries  or any Real Property owned,
leased or  operated by the US  Borrower  or any of its  Subsidiaries  or (ii) to
cause any Real Property  owned,  leased or operated by the US Borrower or any of
its Subsidiaries to be subject to any  restrictions on the ownership,  occupancy
or  transferability  of such  Real  Property  by the US  Borrower  or any of its
Subsidiaries under any applicable Environmental Law.

                  (b) Hazardous  Materials have not at any time been  generated,
used,  treated or stored on, or transported to or from, any Real Property owned,
leased or  operated by the US  Borrower  or any of its  Subsidiaries  where such
generation,  use,  treatment  or storage  has  violated

                                       40
<PAGE>

or could be expected to violate any Environmental Law. Hazardous  Materials have
not at any time been  Released  on or from any Real  Property  owned,  leased or
operated by the US Borrower or any of its  Subsidiaries  where such  Release has
violated or could be expected to violate any applicable Environmental Law.

                  (c)  Notwithstanding  anything to the contrary in this Section
7.18 the  representations  made in this Section 7.18 shall not be untrue  unless
the  aggregate  effect of all  violations,  claims,  restrictions,  failures and
noncompliances of the types described above could, either individually or in the
aggregate,  reasonably  be  expected  to have a material  adverse  effect on the
business,  operations,  property, assets,  liabilities,  condition (financial or
otherwise)  or  prospects  of the US Borrower  and its  Subsidiaries  taken as a
whole.

                  7.19 Labor  Relations.  Neither the US Borrower nor any of its
Subsidiaries  is engaged in any unfair labor  practice that could  reasonably be
expected  to  have  a  material  adverse  effect  on  the US  Borrower  and  its
Subsidiaries  taken as a whole.  There is (i) no unfair labor practice complaint
pending against the US Borrower or any of its Subsidiaries or threatened against
any of  them,  before  the  National  Labor  Relations  Board  (or  any  foreign
equivalent  labor  relations   authority),   and  no  grievance  or  arbitration
proceeding  arising out of or under any  collective  bargaining  agreement is so
pending  against  the US  Borrower  or any of its  Subsidiaries  or, to the best
knowledge of any Borrower, threatened against any of them, (ii) no strike, labor
dispute,  slowdown  or  stoppage  pending  against the US Borrower or any of its
Subsidiaries or, to the best knowledge of any Borrower,  threatened  against the
US  Borrower  or any of its  Subsidiaries  and  (iii)  no  union  representation
question  exists with respect to the  employees of the US Borrower or any of its
Subsidiaries,  except (with respect to any matter  specified in clause (i), (ii)
or (iii)  above,  either  individually  or in the  aggregate)  such as could not
reasonably  be  expected  to have a  material  adverse  effect on the  business,
operations, property, assets, liabilities, condition (financial or otherwise) or
prospects of the US Borrower and its Subsidiaries taken as a whole.

                  7.20 Patents,  Licenses,  Franchises and Formulas. Each of the
US Borrower  and each of its  Subsidiaries  owns or has the right to use all the
patents, trademarks, permits, service marks, trade names, copyrights,  licenses,
franchises,  proprietary  information  (including  but not  limited to rights in
computer  programs and  databases)  and formulas,  or rights with respect to the
foregoing,  and has  obtained  assignments  of all  leases  and other  rights of
whatever nature, necessary for the present conduct of its business,  without any
known conflict with the rights of others which,  or the failure to obtain which,
as the case may be, could reasonably be expected to result in a material adverse
effect on the business,  operations,  property, assets,  liabilities,  condition
(financial or  otherwise)  or prospects of the US Borrower and its  Subsidiaries
taken as a whole.

                  7.21 Indebtedness.  Schedule IV sets forth a true and complete
list of all Indebtedness  (including Contingent  Obligations) of the US Borrower
and its Subsidiaries as of the Effective Date and which is to remain outstanding
after giving effect thereto  (excluding the Loans, the Letters of Credit and the
Senior  Subordinated Notes, the "Existing  Indebtedness"),  in each case showing
the aggregate  principal amount thereof and the name of the respective

                                       41
<PAGE>

borrower  and any Credit  Party or any of its  Subsidiaries  which  directly  or
indirectly guarantees such debt.

                  7.22 Senior Subordinated  Notes. The subordination  provisions
contained in the Senior  Subordinated Notes and in the other Senior Subordinated
Note  Documents are  enforceable  against the  respective  Credit  Parties party
thereto and the holders of the Senior  Subordinated  Notes,  and all Obligations
and  Guaranteed  Obligations  (as  defined  in  this  Agreement  and  in  the US
Subsidiaries  Guaranty  and the Foreign  Subsidiaries  Guaranty)  of such Credit
Parties are within the  definition of "Senior Debt" or "Guarantor  Senior Debt,"
as the case may be, included in such subordination provisions.

                  7.23 Year 2000. All computer applications that are material to
the US Borrower's or any of its  Subsidiaries'  business and operations are able
to perform  properly  date-sensitive  functions  for all dates  before and after
January  1,  2000,  except  to the  extent  that a  failure  to do so could  not
reasonably  be  expected  to have a  material  adverse  effect on the  business,
operations, property, assets, liabilities, condition (financial or otherwise) or
prospects of the US Borrower and its Subsidiaries, taken as a whole.

                  SECTION  8.  Affirmative   Covenants.   Each  Borrower  hereby
covenants  and agrees that on and after the  Effective  Date and until the Total
Revolving  Loan  Commitment  and all Letters of Credit have  terminated  and the
Loans,  Notes and Unpaid  Drawings,  together with interest,  Fees and all other
Obligations incurred hereunder and thereunder, are paid in full:

                  8.01  Information Covenants.  The US Borrower will  furnish to
 each Lender:

                  (a) Quarterly Financial  Statements.  Within 50 days after the
close of the first three quarterly accounting periods in each fiscal year of the
US Borrower,  (i) the  consolidated and  consolidating  balance sheets of the US
Borrower and its Subsidiaries as at the end of such quarterly  accounting period
and the related consolidated and consolidating statements of income and retained
earnings and statement of cash flows for such  quarterly  accounting  period and
for the  elapsed  portion  of the  fiscal  year  ended with the last day of such
quarterly  accounting period, in each case setting forth comparative figures for
the related periods in the prior fiscal year and comparable budgeted figures for
such quarterly accounting period as set forth in the respective budget delivered
pursuant  to  Section  8.01(d),  all of  which  shall be  certified  by a Senior
Financial  Officer of the US Borrower  that they fairly  present in all material
respects  in  accordance  with  generally  accepted  accounting  principles  the
financial  condition  of the US Borrower  and its  Subsidiaries  as of the dates
indicated  and the results of their  operations  and changes in their cash flows
for the periods indicated,  subject to normal year-end audit adjustments and the
absence of  footnotes,  and (ii)  management's  discussion  and  analysis of the
important   operational  and  financial   developments   during  such  quarterly
accounting period.

                  (b)  Annual  Financial  Statements.  Within 95 days  after the
close  of  each  fiscal  year  of  the  Borrower,   (i)  the   consolidated  and
consolidating  balance sheets of the US Borrower and its  Subsidiaries as at the
end  of  such  fiscal  year  and  the  related  consolidated  and  consolidating
statements of income and retained  earnings and statement of cash flows for such
fiscal year setting forth comparative  figures for the preceding fiscal year and
(x) in the case of the

                                       42
<PAGE>

consolidated  financial  statements,  certified by KPMG Peat Marwick LLP or such
other independent  certified public accountants of recognized  national standing
reasonably  acceptable to the  Administrative  Agent,  together with a report of
such  accounting  firm  stating  that in the course of its regular  audit of the
financial  statements of the US Borrower and its  Subsidiaries,  which audit was
conducted  in  accordance  with  generally  accepted  auditing  standards,  such
accounting  firm  obtained  no  knowledge  of any Default or an Event of Default
which has occurred and is  continuing  or, if in the opinion of such  accounting
firm such a Default  or Event of  Default  has  occurred  and is  continuing,  a
statement  as to the  nature  thereof  and (y) in the case of the  consolidating
financial statements, certified by a Senior Financial Officer of the US Borrower
that they fairly present in all material  respects in accordance  with generally
accepted  accounting  principles the financial  condition of the US Borrower and
its  Subsidiaries as of the dates indicated and the results of their  operations
and changes in their cash flows for the periods indicated, and (ii) management's
discussion and analysis of the important operational and financial  developments
during such fiscal year.

                  (c)  Management  Letters.  Promptly after the US Borrower's or
any of its  Subsidiaries'  receipt  thereof,  a copy of any "management  letter"
received  from  its  certified  public  accountants  and  management's  response
thereto.

                  (d) Budgets.  No later than 30 days following the first day of
each fiscal year of the US Borrower, a budget in form reasonably satisfactory to
the Administrative  Agent (including  budgeted  statements of income and sources
and uses of cash and balance sheets) prepared by the US Borrower for each of the
twelve  months of such  fiscal  year  prepared  in detail  setting  forth,  with
appropriate  discussion,  the principal  assumptions upon which such budgets are
based.

                  (e) Officer's Certificates. At the time of the delivery of the
financial  statements provided for in Sections 8.01(a) and (b), a certificate of
a Senior Financial Officer of the US Borrower to the effect that, to the best of
such  officer's  knowledge,  no Default or Event of Default has  occurred and is
continuing  or,  if  any  Default  or  Event  of  Default  has  occurred  and is
continuing,  specifying the nature and extent thereof,  which  certificate shall
set forth in reasonable  detail the calculations  required to establish  whether
the US Borrower and its  Subsidiaries  were in compliance with the provisions of
Sections 3.03(b), 3.03(d), 9.03, 9.04, 9.05 and 9.07 through 9.10, inclusive, at
the end of such fiscal quarter or year, as the case may be.

                  (f) Notice of Default or Litigation. Promptly upon, and in any
event within three  Business Days after,  an officer of any Credit Party obtains
knowledge thereof, notice of (i) the occurrence of any event which constitutes a
Default  or an Event of  Default  and/or  (ii) any  litigation  or  governmental
investigation  or  proceeding  pending (x) against the US Borrower or any of its
Subsidiaries  which could  reasonably  be expected to  materially  and adversely
affect  the  business,  operations,  property,  assets,  liabilities,  condition
(financial or  otherwise)  or prospects of the US Borrower and its  Subsidiaries
taken as a whole,  (y)  with  respect  to any  material  Indebtedness  of the US
Borrower or any of its Subsidiaries or (z) with respect to any Credit Document.

                                       43
<PAGE>

                  (g) Other  Reports and Filings.  Promptly  after the filing or
delivery  thereof,  copies of all  reports on Forms  10-K,  10-Q and 8-K and all
proxy materials,  if any, which the US Borrower or any of its Subsidiaries shall
publicly  file with the  Securities  and Exchange  Commission  or any  successor
thereto (the "SEC").

                  (h) Environmental  Matters.  Promptly after any officer of any
Credit Party obtains knowledge  thereof,  notice of one or more of the following
environmental  matters,  unless such  environmental  matters  could not,  either
individually or when aggregated with all other such  environmental  matters,  be
reasonably  expected  to  have  a  material  adverse  effect  on  the  business,
operations, property, assets, liabilities, condition (financial or otherwise) or
prospects of the US Borrower and its Subsidiaries taken as a whole:

                 (i) any pending or threatened  Environmental  Claim against the
         US  Borrower  or  any  of  its Subsidiaries or any Real Property owned,
         leased or operated by the US Borrower or any of its Subsidiaries;

                (ii) any  condition  or  occurrence  on or arising from any Real
         Property  owned,  leased or  operated  by the US Borrower or any of its
         Subsidiaries  that (a) results in  noncompliance  by the US Borrower or
         any of its Subsidiaries  with any applicable  Environmental  Law or (b)
         could be expected to form the basis of an  Environmental  Claim against
         the US Borrower or any of its Subsidiaries or any such Real Property;

               (iii) any condition or  occurrence  on any Real  Property  owned,
         leased or operated by the US Borrower or any of its  Subsidiaries  that
         could be  expected  to cause  such Real  Property  to be subject to any
         restrictions on the ownership, lease, occupancy, use or transferability
         by the US Borrower  or any of its  Subsidiaries  of such Real  Property
         under any Environmental Law; and

                (iv) the taking of any removal or remedial action in response to
         the actual or alleged  presence of any  Hazardous  Material on any Real
         Property  owned,  leased or  operated  by the US Borrower or any of its
         Subsidiaries as required by any  Environmental  Law or any governmental
         or other  administrative  agency;  provided,  that in any  event the US
         Borrower  shall  deliver to each Lender all notices  received by the US
         Borrower or any of its Subsidiaries from any government or governmental
         agency under,  or pursuant to, CERCLA which identify the US Borrower or
         any  of  its  Subsidiaries  as  potentially   responsible  parties  for
         remediation  costs or which otherwise  notify the US Borrower or any of
         its Subsidiaries of potential liability under CERCLA.

                  All such  notices  shall  describe  in  reasonable  detail the
nature of the claim, investigation, condition, occurrence or removal or remedial
action and the US Borrower's or such Subsidiary's response thereto.

                  (i)  Other   Information.   From  time  to  time,  such  other
information  or  documents  (financial  or  otherwise)  with  respect  to the US
Borrower or any of its  Subsidiaries as the  Administrative  Agent or any Lender
may reasonably request.

                                       44
<PAGE>

                  8.02 Books, Records and Inspections;  Annual Meetings. (a) The
US Borrower will, and will cause each of its  Subsidiaries to, keep proper books
of record and  accounts in which full,  true and correct  entries in  conformity
with generally accepted accounting  principles and all requirements of law shall
be made of all  dealings  and  transactions  in  relation  to its  business  and
activities.  The US Borrower will, and will cause each of its  Subsidiaries  to,
permit officers and designated  representatives of the  Administrative  Agent or
any Lender to visit and inspect,  under  guidance of officers of the US Borrower
or such Subsidiary, any of the properties of the US Borrower or such Subsidiary,
and to examine the books of account of the US Borrower  or such  Subsidiary  and
discuss the affairs, finances and accounts of the US Borrower or such Subsidiary
with, and be advised as to the same by, its and their  officers and  independent
accountants,  all at such reasonable  times and intervals and to such reasonable
extent as the Administrative Agent or such Lender may reasonably request.

                  (b)  At  a  date  to  be  mutually  agreed  upon  between  the
Administrative  Agent and the US Borrower occurring on or prior to the 120th day
after the close of each fiscal year of the US Borrower, the US Borrower will, at
the request of the Administrative  Agent, hold a meeting with all of the Lenders
at which meeting shall be reviewed the financial  results of the US Borrower and
its Subsidiaries for the previous fiscal year and the budgets  presented for the
current fiscal year of the US Borrower.

                  8.03 Maintenance of Property;  Insurance.  (a) The US Borrower
will,  and will  cause  each of its  Subsidiaries  to,  (i)  keep  all  property
necessary to the business of the US Borrower and its  Subsidiaries in reasonably
good working order and condition, ordinary wear and tear excepted, (ii) maintain
insurance  in at least  such  amounts  and  against  at least  such  risks as is
consistent  and in  accordance  with industry  practice for companies  similarly
situated  owning  similar  properties  in the same general areas in which the US
Borrower  or  any  of  its  Subsidiaries  operates,  and  (iii)  furnish  to the
Administrative Agent or any Lender, upon written request, full information as to
the insurance carried.

                  (b) Subject to Section 8.15,  the US Borrower  will,  and will
cause each of the other Credit  Parties that have executed a Security  Agreement
to,  at all  times  keep  their  respective  property  insured  in  favor of the
Collateral  Agent, and all certificates with respect to such insurance (i) shall
name the  Collateral  Agent as loss payee (with respect to property) and, to the
extent permitted by applicable law, as an additional  insured,  (ii) shall state
that the  respective  insurer shall  endeavor to provide at least 30 days' prior
written notice to the Collateral  Agent before such insurance shall be cancelled
and (iii) shall be deposited with the Collateral Agent.

                  (c) If the US Borrower or any of its  respective  Subsidiaries
shall fail to maintain insurance in accordance with this Section 8.03, or if the
US Borrower or any of its Subsidiaries  shall fail to so endorse and deposit all
certificates  with  respect  thereto as provided  in clause (b) of this  Section
8.03,  the  Administrative  Agent  shall  have the right  (but shall be under no
obligation) to procure such insurance and each Borrower  agrees to reimburse the
Administrative Agent for all costs and expenses of procuring such insurance.

                                       45
<PAGE>

                  8.04  Corporate  Franchises.  The US Borrower  will,  and will
cause each of its  Subsidiaries to, do or cause to be done, all things necessary
to preserve  and keep in full force and effect its  existence  and its  material
rights,  franchises,  licenses and patents;  provided,  however, that nothing in
this Section 8.04 shall  prevent (i) sales of assets and other  transactions  by
the US Borrower or any of its  Subsidiaries  in accordance  with Section 9.02 or
(ii)  the  withdrawal  by the US  Borrower  or  any of its  Subsidiaries  of its
qualification as a foreign corporation in any jurisdiction where such withdrawal
could not  reasonably  be  expected  to have a  material  adverse  effect on the
business,  operations,  property, assets,  liabilities,  condition (financial or
otherwise)  or  prospects  of the US Borrower  and its  Subsidiaries  taken as a
whole.

                  8.05 Compliance with Statutes,  etc. The US Borrower will, and
will cause each of its  Subsidiaries  to, comply with all  applicable  statutes,
regulations  and orders  of, and all  applicable  restrictions  imposed  by, all
governmental  bodies,  domestic  or  foreign,  in respect of the  conduct of its
business  and the  ownership  of its property  (including  applicable  statutes,
regulations,  orders and restrictions  relating to  environmental  standards and
controls),  except such  noncompliances (x) as could not, either individually or
in the  aggregate,  reasonably be expected to have a material  adverse effect on
the business, operations, property, assets, liabilities, condition (financial or
otherwise) or prospects of the US Borrower and its Subsidiaries taken as a whole
or (y) as are  being  contested  in  good  faith  by  the US  Borrower  or  such
Subsidiary   through   appropriate   proceedings   which  are  being  diligently
prosecuted.

                  8.06 Compliance with Environmental Laws. The US Borrower will,
and will cause each of its Subsidiaries to, comply in all material respects with
all  Environmental  Laws applicable to the ownership or use of its Real Property
now or  hereafter  owned,  leased or  operated  by the US Borrower or any of its
Subsidiaries,  will  promptly  pay or cause to be paid all  costs  and  expenses
incurred in connection with such  compliance,  and will keep or cause to be kept
all such Real  Property  free and clear of any Liens  imposed  pursuant  to such
Environmental  Laws.  Neither the US Borrower nor any of its  Subsidiaries  will
generate,  use, treat,  store,  Release or dispose of, or permit the generation,
use, treatment,  storage, Release or disposal of Hazardous Materials on any Real
Property now or hereafter owned, leased or operated by the US Borrower or any of
its  Subsidiaries,  or  transport  or permit  the  transportation  of  Hazardous
Materials  to or from any such Real  Property,  except for  Hazardous  Materials
generated,  used,  treated,  stored,  Released  or  disposed of at any such Real
Properties  in  compliance  in  all  material   respects  with  all   applicable
Environmental Laws and reasonably required in connection with the operation, use
and  maintenance  of the business or operations of the US Borrower or any of its
Subsidiaries.

                  8.07 ERISA. As soon as possible and, in any event,  within ten
(10) days after the US Borrower,  any Subsidiary of the US Borrower or any ERISA
Affiliate knows or has reason to know of the occurrence of any of the following,
the US Borrower  will deliver to each of the Lenders a  certificate  of a Senior
Financial  Officer of the US Borrower  setting forth the full details as to such
occurrence and the action, if any, that the US Borrower, such Subsidiary or such
ERISA  Affiliate  is required or  proposes  to take,  together  with any notices
required  or proposed  to be given to or with or filed by the US  Borrower,  the
Subsidiary,  the Plan Administrator,  or the ERISA Affiliate to or with the PBGC
or any other government  agency,  or a

                                       46
<PAGE>

Plan participant and any notices  received by such US Borrower,  such Subsidiary
or ERISA  Affiliate  from the PBGC or any  other  government  agency,  or a Plan
Participant with respect  thereto:  that a Reportable Event has occurred (except
to the extent that the US Borrower  has  previously  delivered  to the Lenders a
certificate  and notices  (if any)  concerning  such event  pursuant to the next
clause hereof);  that a contributing  sponsor (as defined in Section 4001(a)(13)
of ERISA)  of a Plan  subject  to Title IV of ERISA is  subject  to the  advance
reporting  requirement of PBGC  Regulation  Section  4043.61  (without regard to
subparagraph  (b)(1)  thereof),  and an event  described in subsection .62, .63,
 .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected
to occur  with  respect  to such Plan  within  the  following  30 days;  that an
accumulated funding deficiency, within the meaning of Section 412 of the Code or
Section 302 of ERISA,  has been  incurred or an  application  may be or has been
made for a waiver or modification of the minimum funding standard (including any
required installment  payments) or an extension of any amortization period under
Section 412 of the Code or Section  303 or 304 of ERISA with  respect to a Plan;
that any  contribution  required  to be made with  respect  to a Plan or Foreign
Pension  Plan  has  not  been  timely  made;  that a  Plan  has  been  or may be
terminated,  reorganized,  partitioned or declared  insolvent  under Title IV of
ERISA; that a Plan has an Unfunded Current Liability; that proceedings may be or
have been  instituted  to  terminate  or appoint a trustee to  administer a Plan
which is subject to Title IV of ERISA;  that a  proceeding  has been  instituted
pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan;
that the US Borrower,  any Subsidiary of the US Borrower or any ERISA  Affiliate
will or may incur any material liability (including any indirect, contingent, or
secondary liability) to or on account of the termination of or withdrawal from a
Plan under Section 4062,  4063,  4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan under Section  401(a)(29),  4971,  4975 or 4980 of the Code or
Section 409 or 502(i) or 502(l) of ERISA or with  respect to a group health plan
(as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under
Section 4980B of the Code;  or that the US Borrower or any  Subsidiary of the US
Borrower  may incur any  material  liability  pursuant to any  employee  welfare
benefit  plan (as defined in Section  3(1) of ERISA) that  provides  benefits to
retired  employees or other former  employees (other than as required by Section
601 of ERISA) or any Plan or any Foreign  Pension Plan.  Upon the request of the
Administrative Agent, the US Borrower will deliver to each of the Lenders copies
of any  records,  documents or other  information  that must be furnished to the
PBGC with respect to any Plan pursuant to Section 4010 of ERISA. The US Borrower
will also  deliver to each of the Lenders a complete  copy of the annual  report
(on Internal Revenue Service Form  5500-series) of each Plan (including,  to the
extent required, the related financial and actuarial statements and opinions and
other supporting statements, certifications, schedules and information) required
to be filed with the Internal Revenue  Service.  In addition to any certificates
or notices  delivered  to the  Lenders  pursuant to the first  sentence  hereof,
copies of any records,  documents or other information that must be furnished to
the PBGC with  respect to any Plan  pursuant to Section  4010 of ERISA,  and any
material notices received by the US Borrower,  any Subsidiary of the US Borrower
or any ERISA Affiliate with respect to any Plan or Foreign Pension Plan shall be
delivered  to the  Lenders  no later  than ten (10)  days  after  the date  such
records,  documents  and/or  information  has been furnished to the PBGC or such
notice  has been  received  by the US  Borrower,  the  Subsidiary  or the  ERISA
Affiliate,   as  applicable.   The  US  Borrower  and  each  of  its  applicable
Subsidiaries  shall ensure that all Foreign Pension Plans  administered by it or
into which it makes  payments,  obtains or retains  (as  applicable)  registered

                                       47
<PAGE>

status under and as required by applicable law and is  administered  in a timely
manner in all respects in compliance  with all applicable  laws except where the
failure to do any of the foregoing would not be reasonably likely to result in a
material adverse effect upon the business,  operations,  condition (financial or
otherwise) or prospects of the US Borrower or any Subsidiary of the US Borrower.

                  8.08 End of Fiscal  Years;  Fiscal  Quarters.  The US Borrower
will  cause (i) its  fiscal  year to end on  December  31,  and (ii) its  fiscal
quarters to end on March 31, June 30, September 30 and December 31.

                  8.09  Performance  of  Obligations.  The US Borrower will, and
will cause each of its Subsidiaries to, perform all of its obligations under the
terms of each mortgage,  indenture, security agreement, loan agreement or credit
agreement and each other material agreement,  contract or instrument by which it
is bound,  except such  non-performances as could not, either individually or in
the aggregate,  reasonably be expected to have a material  adverse effect on the
business,  operations,  property, assets,  liabilities,  condition (financial or
otherwise)  or  prospects  of the US Borrower  and its  Subsidiaries  taken as a
whole.

                  8.10 Payment of Taxes. The US Borrower will pay and discharge,
and  will  cause  each of its  Subsidiaries  to pay and  discharge,  all  taxes,
assessments  and  governmental  charges  or levies  imposed  upon it or upon its
income or profits, or upon any properties  belonging to it, prior to the date on
which penalties attach thereto,  and all lawful claims for sums that have become
due and payable which,  if unpaid,  might become a Lien not otherwise  permitted
under  Section  9.01(i);  provided,  that neither the US Borrower nor any of its
Subsidiaries shall be required to pay any such tax, assessment,  charge, levy or
claim which is being contested in good faith and by proper proceedings if it has
maintained  adequate  reserves with respect thereto in accordance with generally
accepted accounting principles.

                  8.11 Foreign Subsidiaries  Security. If, following a change in
the relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder,  the US Borrower
does not within 30 days  after a request  from the  Administrative  Agent or the
Required Lenders deliver evidence, in form and substance reasonably satisfactory
to the  Administrative  Agent, with respect to any Foreign  Subsidiary of the US
Borrower which has not already had all of its stock pledged pursuant to a Pledge
Agreement  to secure the  Obligations  of the US  Borrower  that (i) a pledge of
66-2/3% or more of the total  combined  voting  power of all  classes of capital
stock of such Foreign  Subsidiary  entitled to vote to secure the Obligations of
the US Borrower, (ii) the entering into by such Foreign Subsidiary of a security
agreement  in  substantially  the form of the  Security  Agreement to secure the
Obligations  of the US  Borrower  and (iii) the  entering  into by such  Foreign
Subsidiary  of a  guaranty  in  substantially  the  form of the US  Subsidiaries
Guaranty,  in any such  case  could  reasonably  be  expected  to cause  (I) any
undistributed  earnings of such Foreign  Subsidiary  as  determined  for Federal
income  tax  purposes  to be  treated  as a  deemed  dividend  to  such  Foreign
Subsidiary's  United States parent for Federal income tax purposes or (II) other
materially  adverse Federal income tax consequences to the Credit Parties,  then
in the case of a failure to deliver the evidence  described in clause (i) above,
that  portion  of  such  Foreign  Subsidiary's  outstanding

                                       48
<PAGE>

capital stock not theretofore  pledged  pursuant to a Pledge Agreement to secure
the  Obligations of the US Borrower shall be promptly  pledged to the Collateral
Agent for the benefit of the Secured  Creditors  pursuant to a Pledge  Agreement
(or another pledge agreement in substantially  similar form, if needed),  and in
the case of a failure to deliver the  evidence  described  in clause (ii) above,
such Foreign  Subsidiary shall promptly execute and deliver a Security Agreement
and Pledge  Agreement  (or another  security  agreement  or pledge  agreement in
substantially  similar  form,  if  needed),  granting  the  Secured  Creditors a
security  interest in all of such Foreign  Subsidiary's  assets and securing the
Obligations of the US Borrower under the Credit Documents and under any Interest
Rate Protection Agreement or Other Hedging Agreement entered into with a Secured
Creditor and, in the event the US Subsidiaries Guaranty shall have been executed
by  such  Foreign  Subsidiary,   the  obligations  of  such  Foreign  Subsidiary
thereunder,  and in the case of a failure to deliver the  evidence  described in
clause (iii) above,  such Foreign  Subsidiary shall promptly execute and deliver
the US Subsidiaries Guaranty (or another guaranty in substantially similar form,
if needed),  guaranteeing  the  Obligations  of the US Borrower under the Credit
Documents  and under any Interest  Rate  Protection  Agreement or Other  Hedging
Agreement entered into with a Secured Creditor,  in each case to the extent that
the  entering  into  of a  Security  Agreement,  a  Pledge  Agreement  or the US
Subsidiaries  Guaranty  is  permitted  by the  laws  of the  respective  foreign
jurisdiction and with all documents  delivered  pursuant to this Section 8.11 to
be in form and substance reasonably satisfactory to the Administrative Agent.

                  8.12 Additional  Security;  Further  Assurances.  (a) Promptly
after  (i)  the  creation  or  acquisition  of  any  new  Wholly-Owned  Domestic
Subsidiary,  and (ii) any Wholly-Owned Foreign Subsidiary incorporated under the
laws of England or Wales in the United Kingdom,  Belgium, Canada, Ireland and/or
Spain which is not an Initial  Foreign Credit Party and which has or at any time
acquires  assets with a fair market value (as determined in good faith by the US
Borrower) in excess of $250,000,  the US Borrower will notify the Administrative
Agent and will cause each new  Wholly-Owned  Domestic  Subsidiary  and each such
Wholly-Owned   Foreign  Subsidiary  to  duly  authorize,   execute  and  deliver
counterparts  of the  applicable  Credit  Documents  that any such  Wholly-Owned
Subsidiary  would have been required to duly  authorize,  execute and deliver on
the Effective  Date if same were a US Credit Party or a Foreign  Credit Party on
such  date,  as the  case  may be,  together  with  each of the  other  relevant
certificates, opinions of counsel and other documentation that such Wholly-Owned
Subsidiary  would have been required to deliver pursuant to Sections 5.03, 5.04,
5.08, 5.09, 5.10, 5.13 and 5.15 on the Effective Date.

                  (b) Subject to Section 8.11,  the US Borrower  will,  and will
cause each of its  Wholly-Owned  Subsidiaries  to,  (i) grant to the  Collateral
Agent  security  interests in such assets and  properties of the US Borrower and
such  Wholly-Owned  Subsidiaries  as are not  covered by the  original  Security
Documents,  and as  may  be  reasonably  requested  from  time  to  time  by the
Administrative  Agent or the Required Lenders,  and (ii) in the case of any such
Wholly-Owned   Subsidiary,   execute  and  deliver  a  counterpart   of  the  US
Subsidiaries  Guaranty and/or the Foreign Subsidiaries  Guaranty, as appropriate
(or one or more other  guaranties in  substantially  similar form, if necessary)
(all such security and guaranty  documentation  are collectively  referred to as
the "Additional  Security and Guaranty  Documents"),  in each case to the extent
that the entering into of such Credit  Documents is permitted  under  applicable
law. All such  Additional  Security

                                       49
<PAGE>

and Guaranty Documents shall be reasonably satisfactory in form and substance to
the  Administrative  Agent and,  in the case of  security  documentation,  shall
constitute valid and enforceable  perfected  security  interests superior to and
prior to the rights of all third  Persons and  subject to no other Liens  except
for  Permitted  Liens.  The  Additional   Security  and  Guaranty  Documents  or
instruments  related  thereto  shall  have been duly  recorded  or filed in such
manner  and in such  places as are  required  by law to give the  Administrative
Agent  and/or the  Collateral  Agent the Liens,  rights,  powers and  privileges
purported to be created thereby and all taxes, fees and other charges payable in
connection therewith shall have been paid in full.

                  (c)  The  US  Borrower  will,  and  will  cause  each  of  the
Subsidiary  Guarantors  to, at the  expense of the  respective  Credit  Party or
Credit Parties, make, execute, endorse,  acknowledge, file and/or deliver to the
Collateral  Agent  from  time  to  time  such  vouchers,  invoices,   schedules,
confirmatory   assignments,    conveyances,   financing   statements,   transfer
endorsements,  powers of  attorney,  certificates,  landlord  waivers  and other
assurances or instruments and take such further steps relating to the Collateral
covered by any of the Security  Documents as the Collateral Agent may reasonably
require.  Furthermore,  the  US  Borrower  will  cause  to be  delivered  to the
Collateral Agent such opinions of counsel and other related  documents as may be
reasonably  requested  by the  Administrative  Agent to assure  itself that this
Section 8.12 has been complied with.

                  (d) The US Borrower  agrees that each action required above by
this Section 8.12 shall be completed as soon as possible,  but in no event later
than 60  days  (or 90 days in the  case  of a  Wholly-Owned  Foreign  Subsidiary
incorporated in a jurisdiction  other than England,  Wales or Canada) after such
action  is  either  requested  to be  taken by the  Administrative  Agent or the
Required  Lenders  or  required  to be  taken  by the  US  Borrower  and/or  its
Subsidiaries  pursuant to the terms of this Section 8.12;  provided that, (i) in
no event,  will the US Borrower or any of its  Subsidiaries  be required to take
any action,  other than using its best  efforts,  to obtain  consents from third
parties or approvals from governmental  officials with respect to its compliance
with  this  Section  8.12,  and  (ii) to the  extent  that  the US  Borrower  is
diligently taking all such actions to comply with this Section 8.12 with respect
to any Wholly-Owned Foreign Subsidiary incorporated in a jurisdiction other than
England,  Wales or Canada,  the 90-day period  referred to above in this Section
8.12(d)  may be  extended  to 150 days with the  consent  of the  Administrative
Agent.

                  8.13 Margin Stock.  The US Borrower  will, and will cause each
of the other  Credit  Parties to, take any and all actions as may be required to
ensure that no capital stock pledged, or required to be pledged, pursuant to the
Pledge Agreement shall constitute Margin Stock.

                  8.14 Permitted Acquisitions.  (a) Subject to the provisions of
this Section 8.14 and the requirements  contained in the definition of Permitted
Acquisition,  the US Borrower and its Wholly-Owned Subsidiaries may from time to
time  effect  Permitted  Acquisitions,  so long as (in each  case  except to the
extent the Required Lenders otherwise  specifically agree in writing in the case
of a specific Permitted  Acquisition):  (i) no Default or Event of Default shall
have occurred and be continuing at the time of the  consummation of the proposed
Permitted

                                       50
<PAGE>

Acquisition or  immediately  after giving effect  thereto;  (ii) the US Borrower
shall  have  given  to the  Administrative  Agent  and the  Lenders  at least 10
Business Days' prior written notice of any Permitted Acquisition,  together with
an executive  summary  setting forth (in reasonable  detail) the principal terms
and conditions of such Permitted  Acquisition  and a description of the business
which is being  acquired;  (iii)  calculations  are made by the US  Borrower  of
compliance  with the financial  covenants  contained in Sections 9.08,  9.09 and
9.10 for the  respective  Calculation  Period,  on a Pro  Forma  Basis as if the
respective  Permitted  Acquisition (as well as all other Permitted  Acquisitions
and Designated Investments  theretofore  consummated after the first day of such
Calculation  Period) had occurred on the first day of such  Calculation  Period,
and such recalculations shall show that such financial covenants would have been
complied with if the Permitted Acquisition had occurred on the first day of such
Calculation Period; (iv) all representations and warranties contained herein and
in the other Credit Documents shall be true and correct in all material respects
with the same effect as though such representations and warranties had been made
on and as of the date of such  Permitted  Acquisition  (both  before  and  after
giving effect  thereto),  unless stated to relate to a specific earlier date, in
which case such  representations and warranties shall be true and correct in all
material respects as of such earlier date; (v) the aggregate cash  consideration
(including,  without  limitation,  (I) the  aggregate  principal  amount  of any
Indebtedness  assumed,  incurred or issued in connection  therewith and (II) the
aggregate cash amount paid and to be paid pursuant to any earn-out,  non-compete
or deferred  compensation or purchase price  arrangements) for any such proposed
Permitted  Acquisition shall not exceed either (A) $35,000,000 or (B) when added
to the aggregate cash  consideration  paid for all other Permitted  Acquisitions
consummated during such fiscal year, $50,000,000;  (vi) immediately after giving
effect to each Permitted  Acquisition (and all payments to be made in connection
therewith), the Total Unutilized Revolving Loan Commitment shall equal or exceed
$15,000,000;   and  (vii)  the  US  Borrower   shall  have   delivered   to  the
Administrative  Agent and each  Lender an  officer's  certificate  executed by a
Senior  Financial  Officer of the US  Borrower,  certifying  to the best of such
officer's  knowledge,  compliance with the requirements of preceding clauses (i)
through (vi), inclusive,  and containing the calculations (in reasonable detail)
required by the preceding clauses (iii), (v) and (vi).

                  (b) At the time of each  Permitted  Acquisition  involving the
creation or acquisition of a Subsidiary,  or the acquisition of capital stock or
other equity interest of any Person, all capital stock or other equity interests
thereof  created or acquired in connection  with such Permitted  Acquisition (to
the extent  owned by a Credit  Party)  shall be pledged  for the  benefit of the
Secured  Creditors  pursuant  to  (and to the  extent  required  by) the  Pledge
Agreements.

                  (c) The Borrower will cause each Wholly-Owned Subsidiary which
is formed to effect,  or is acquired  pursuant  to, a Permitted  Acquisition  to
comply with, and to execute and deliver,  all of the documentation as and to the
extent  required  by,  Sections  8.12  and  9.15,  to  the  satisfaction  of the
Administrative Agent.

                  (d) The  consummation of each Permitted  Acquisition  shall be
deemed  to be a  representation  and  warranty  by  the  US  Borrower  that  the
certifications  by the US  Borrower  pursuant  to Section  8.14(a)  are true and
correct and that all  conditions  thereto have been  satisfied

                                       51
<PAGE>

and that same is permitted in accordance with the terms of this Agreement, which
representation  and warranty shall be deemed to be a representation and warranty
for all purposes hereunder, including, without limitation, Sections 7 and 10.

                  8.15  Certain Post-Closing Actions.

                  (a) No later than June 15, 2000 (and notwithstanding  anything
         to the contrary  contained in Sections  5.08 and 5.09),  the  Borrowers
         will cause the following actions to be taken:

                           (i)  SITEL  International,  Inc.  shall   have   duly
                  authorized, executed and delivered to the Collateral Agent one
                  or more Pledge Agreements  governed by local law with  respect
                  to the shares of  SITEL Iberica  Teleservices, S.A. and  SITEL
                  Belgium NV owned by it;

                           (ii) the English Borrower shall have duly authorized,
                  executed  and  delivered to the  Collateral  Agent one or more
                  additional  Pledge  Agreements  governed  by  local  law  with
                  respect to the shares of SITEL TMS Limited  and SITEL  Belgium
                  NV owned by it;

                           (iii) the Irish Borrower shall have duly  authorized,
                  executed  and  delivered to the  Collateral  Agent one or more
                  additional  Security  Agreements  governed  by Irish  law with
                  respect to the assets owned by it;

                           (iv)     SITEL Teleservices  Canada  Inc. shall  have
                  duly  authorized,  executed  and  delivered  to the Collateral
                  Agent one or more additional Security Agreements and/or Pledge
                  Agreements governed by Canadian law with respect to the assets
                  owned by it;

                           (v) the Irish  Borrower  shall have  delivered to the
                  Collateral  Agent  one  or  more   certificates  of  insurance
                  complying  with  the  requirements  of  Section  8.03(b)  with
                  respect to the Irish Borrower's properties and operations;

                           (vi)  SITEL  Iberica  Teleservices,  S.A.  shall have
                  duly  authorized,  executed  and  delivered  to the Collateral
                  Agent a Pledge Agreement governed  by Spanish law with respect
                  to the shares of stock owned by it; and

                           (vii) the US Borrower shall have delivered,  or cause
                  to be delivered,  to the Collateral Agent one or more opinions
                  of counsel, in form and substance  reasonably  satisfactory to
                  the  Administrative  Agent,  with respect to the  transactions
                  contemplated by the Credit Documents referred to above in this
                  clause  (a) and such  other  matters  incident  thereto as the
                  Administrative Agent may reasonably request.

                  (b)   No later than May 15, 2000, the Borrowers will cause the
         following actions to be taken:

                                       52
<PAGE>

                           (i)    SITEL Teleservices Canada Inc. shall have been
                  reincorporated under the laws of Ontario;

                           (ii)   SITEL Belgium NV and SITEL Teleservices Canada
                  Inc. each shall have duly authorized,  executed and  delivered
                  to  the  Collateral  Agent  a   counterpart  of  the   Foreign
                  Subsidiaries Guaranty;

                           (iii) SITEL Belgium NV and SITEL Teleservices  Canada
                  Inc. each shall have  delivered to the  Collateral  Agent such
                  opinions  of  counsel,   officers'  certificates  and  consent
                  letters  as it would  have been  required  to  deliver  to the
                  Administrative  Agent pursuant to Sections 5.03, 5.04 and 5.15
                  on the  Effective  Date  if it was  required  to  execute  the
                  Foreign Subsidiaries Guaranty on such date, all of which shall
                  be in  form  and  substance  reasonably  satisfactory  to  the
                  Administrative Agent; and

                           (iv) the Initial  Foreign  Credit  Parties  organized
                  under the laws of the United  Kingdom  and  Canada  shall have
                  delivered to the Collateral Agent one or more  certificates of
                  insurance  complying with the  requirements of Section 8.03(b)
                  with  respect  to  such  Initial   Foreign   Credit   Parties'
                  properties and operations.

                  SECTION 9. Negative Covenants.  Each Borrower hereby covenants
and agrees that on and after the  Effective  Date and until the Total  Revolving
Loan Commitment and all Letters of Credit have  terminated and the Loans,  Notes
and Unpaid  Drawings,  together with  interest,  Fees and all other  Obligations
incurred hereunder and thereunder, are paid in full:

                  9.01 Liens.  The US Borrower will not, and will not permit any
of its Subsidiaries to, create,  incur,  assume or suffer to exist any Lien upon
or with  respect  to any  property  or assets  (real or  personal,  tangible  or
intangible) of the US Borrower or any of its Subsidiaries,  whether now owned or
hereafter  acquired,  or  sell  any  such  property  or  assets  subject  to  an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets  (including  sales of  accounts  receivable  with  recourse  to the US
Borrower or any of its  Subsidiaries),  or assign any right to receive income or
permit the filing of any financing  statement under the UCC or any other similar
notice of Lien under any similar recording or notice statute;  provided that the
provisions  of this  Section  9.01 shall not prevent the  creation,  incurrence,
assumption  or  existence of the  following  (Liens  described  below are herein
referred to as "Permitted Liens"):

                 (i)  inchoate  Liens for  taxes,  assessments  or  governmental
         charges or levies not yet due or not yet delinquent and payable without
         any penalty of any kind or character or Liens for taxes, assessments or
         governmental  charges or levies  being  contested  in good faith and by
         appropriate   proceedings   for  which  adequate   reserves  have  been
         established   in  accordance   with   generally   accepted   accounting
         principles;

                (ii) Liens in respect of  property  or assets of the US Borrower
         or any of its  Subsidiaries  imposed by law, which were incurred in the
         ordinary course of business and do not secure Indebtedness for borrowed
         money, such as carriers', warehousemen's,  materialmen's and mechanics'
         liens  and  other  similar  Liens  arising  in the  ordinary  course

                                       53
<PAGE>

          of business,  and (x) which do not in the aggregate materially detract
          from the value of the US Borrower's or such  Subsidiary's  property or
          assets or  materially  impair the use thereof in the  operation of the
          business of the US Borrower or such  Subsidiary or (y) which are being
          contested in good faith by appropriate proceedings,  which proceedings
          have the effect of preventing  the  forfeiture or sale of the property
          or assets subject to any such Lien;

               (iii) Liens in existence on the Effective  Date (and after giving
         effect  thereto)  which are listed,  and the property  subject  thereto
         described,  in Schedule V, but only to the respective date, if any, set
         forth in such Schedule V for the removal,  replacement  and termination
         of any such Liens,  plus renewals,  replacements and extensions of such
         Liens to the  extent set forth on  Schedule  V,  provided  that (x) the
         aggregate principal amount of the Indebtedness, if any, secured by such
         Liens does not increase from that amount outstanding at the time of any
         such  renewal,  replacement  or  extension  and (y) any  such  renewal,
         replacement  or extension  does not encumber any  additional  assets or
         properties of the US Borrower or any of its Subsidiaries;

                (iv) Liens created pursuant to the Security Documents;

                 (v) leases or subleases granted to other Persons not materially
         interfering  with the conduct of the business of the US Borrower or any
         of its Subsidiaries;

                (vi)  Liens  upon  assets  of  the  US  Borrower  or  any of its
         Subsidiaries  subject to  Capitalized  Lease  Obligations to the extent
         such Capitalized  Lease  Obligations are permitted by Section 9.04(iv),
         provided  that (x) such  Liens  only  serve to secure  the  payment  of
         Indebtedness  arising under such  Capitalized  Lease Obligation and (y)
         the Lien  encumbering  the asset giving rise to the  Capitalized  Lease
         Obligation  does not encumber any other asset of the US Borrower or any
         Subsidiary of the US Borrower;

               (vii)  Liens  placed  upon  equipment  or  machinery  used in the
         ordinary  course  of  business  of  the  US  Borrower  or  any  of  its
         Subsidiaries at the time of the acquisition  thereof by the US Borrower
         or  any  such  Subsidiary  or  within  90  days  thereafter  to  secure
         Indebtedness  incurred  to pay all or a portion of the  purchase  price
         thereof or to secure  Indebtedness  incurred  solely for the purpose of
         financing  the  acquisition  of any  such  equipment  or  machinery  or
         extensions,  renewals or  replacements  of any of the foregoing for the
         same or a  lesser  amount,  provided  that  (x)  such  Indebtedness  is
         permitted  by  Section  9.04(iv)  and  (y)  in  all  events,  the  Lien
         encumbering  the  equipment or machinery so acquired  does not encumber
         any other asset of the US Borrower or such Subsidiary;

              (viii) easements, rights-of-way,  restrictions,  encroachments and
         other similar charges or encumbrances, and minor title deficiencies, in
         each case not securing Indebtedness and not materially interfering with
         the  conduct  of  the  business  of  the  US  Borrower  or  any  of its
         Subsidiaries;

                (ix)  Liens  arising  from precautionary UCC financing statement
         filings regarding operating leases;

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<PAGE>

                 (x) Liens  arising out of the  existence of judgments or awards
         in respect of which the US Borrower or any of its Subsidiaries shall in
         good  faith be  prosecuting  an appeal  or  proceedings  for  review in
         respect of which there  shall have been  secured a  subsisting  stay of
         execution  pending  such  appeal  or  proceedings,  provided  that  the
         aggregate  amount of any cash and the fair market value of any property
         subject to such Liens do not exceed $3,000,000 at any time outstanding;

                (xi) statutory and common law landlords'  liens under  leases to
         which the US Borrower or any of its Subsidiaries is a party;

               (xii) Liens placed upon any of the assets of a Foreign Subsidiary
         of the US  Borrower  which is not a Credit  Party to secure any Foreign
         Subsidiary Third Party Borrowings incurred pursuant to Section 9.04(v),
         provided that in all events the Lien  encumbering  such assets does not
         encumber any asset of any Credit Party;

              (xiii) Liens (other than Liens  imposed  under ERISA)  incurred in
         the ordinary course of business in connection with workers compensation
         claims, unemployment insurance and social security benefits;

               (xiv) Liens securing (x) the performance of bids, tenders, leases
         and  contracts  in the ordinary  course of business  and (y)  statutory
         obligations, surety bonds, performance bonds and other obligations of a
         like nature incurred in the ordinary  course of business  (exclusive of
         obligations  in respect of the payment for  borrowed  money),  provided
         that the aggregate  outstanding amount of obligations  secured by Liens
         permitted  by this clause (xiv) (and the value of all cash and property
         encumbered by Liens permitted  pursuant to this clause (xiv)) shall not
         at any time exceed $500,000; and

                (xv)  Liens  on  property  or  assets  acquired  pursuant  to  a
         Permitted  Acquisition or pursuant to an Investment  made under Section
         9.05(xiv),  or on property or assets of a Subsidiary of the US Borrower
         in  existence  at the time such  Subsidiary  is acquired  pursuant to a
         Permitted  Acquisition or pursuant to an Investment  made under Section
         9.05(xiv),  provided that (x) any Indebtedness  that is secured by such
         Liens is permitted to exist under Section  9.04(x),  and (y) such Liens
         are  not  incurred  in  connection   with,  or  in   contemplation   or
         anticipation   of,  such   Permitted   Acquisition  or  such  permitted
         Investment, as the case may be, and do not attach to any other asset of
         the US Borrower or any of its Subsidiaries.

                  9.02 Consolidation,  Merger,  Purchase or Sale of Assets, etc.
The US Borrower will not, and will not permit any of its  Subsidiaries  to, wind
up, liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of all or any part of
its  property  or assets,  or enter  into any  sale-leaseback  transactions,  or
purchase or otherwise  acquire (in one or a series of related  transactions) any
part of the property or assets (other than  purchases or other  acquisitions  of
inventory,  materials and  equipment in the ordinary  course of business) of any
Person (or agree to do any of the foregoing at any future time), except that:

                                       55
<PAGE>

               (i) Capital  Expenditures by the US Borrower and its Subsidiaries
          shall be permitted to the extent not in violation of Section 9.07;

               (ii) each of the US Borrower and its  Subsidiaries may make sales
          of inventory in the ordinary course of business;

               (iii)  each of the US  Borrower  and its  Subsidiaries  may  sell
          obsolete or worn-out  equipment or materials in the ordinary course of
          business;

               (iv) each of the US  Borrower  and its  Subsidiaries  may sell or
          discount,  in each case without recourse and in the ordinary course of
          business,  accounts  receivable  arising  in the  ordinary  course  of
          business,  but only in  connection  with the  compromise or collection
          thereof and not as part of any financing transaction;

               (v) each of the US Borrower and its  Subsidiaries  may sell other
          assets in the ordinary  course of business in an aggregate  amount not
          to exceed $500,000 per sale or series of related sales,  provided that
          no more than  $1,000,000  of such sales may be made  pursuant  to this
          clause (v) in any fiscal year of the US Borrower;

               (vi) each of the US Borrower and its  Subsidiaries may sell other
          assets (other than the capital stock of a Subsidiary unless all of the
          capital  stock of such  Subsidiary  is so sold pursuant to this clause
          (vi)) so long as (i) no Default or no Event of Default  then exists or
          would  result  therefrom,  (ii) each  such sale is in an  arm's-length
          transaction and the US Borrower or the respective  Subsidiary receives
          at least  fair  market  value (as  determined  in good faith by the US
          Borrower  or such  Subsidiary,  as the case may be),  (iii)  the total
          consideration  received by the US Borrower  or such  Subsidiary  is at
          least 90% cash and is paid at the time of the  closing  of such  sale,
          (iv) the Net Sale Proceeds  therefrom are applied and/or reinvested as
          (and to the extent)  required by Section 3.03(b) and (v) the aggregate
          amount of the proceeds  received from all assets sold pursuant to this
          clause (vi) shall not exceed  $5,000,000  in any fiscal year of the US
          Borrower;

               (vii)  Investments may be made to the extent permitted by Section
          9.05;

               (viii) each of the US Borrower and its Subsidiaries may lease (as
          lessee) real or personal  property (so long as any such lease does not
          create a Capitalized  Lease Obligation  except to the extent permitted
          by Section 9.04(iv));

               (ix)  Permitted  Acquisitions  may be  made  in  accordance  with
          Section 8.14;

                 (x) each of the US  Borrower  and its  Subsidiaries  may  grant
         leases or subleases to other Persons not  materially  interfering  with
         the  conduct  of  the  business  of  the  US  Borrower  or  any  of its
         Subsidiaries;

               (xi) the US Borrower and its Subsidiaries may consummate sale and
          leaseback  transactions with respect to properties  acquired after the
          Effective  Date,  in each case so long as (i) no  Default  or Event of
          Default then exists or would result therefrom, (ii) each

                                       56
<PAGE>

          such sale and leaseback transaction is in an arm's-length  transaction
          and the US Borrower  or the  respective  Subsidiary  receives at least
          fair market value (as determined in good faith by the Borrower or such
          Subsidiary,  as the  case  may  be),  (iii)  the  total  consideration
          received by the US Borrower or such Subsidiary in connection with each
          such sale and leaseback transaction is cash and is paid at the time of
          the closing  thereof,  and (iv) the Net Sale  Proceeds  therefrom  are
          applied and/or  reinvested as (and to the extent)  required by Section
          3.03(b);

               (xii)  any   Subsidiary   of  the  US  Borrower  may  be  merged,
          consolidated or liquidated with or into the US Borrower so long as the
          US Borrower is the surviving corporation of such merger, consolidation
          or liquidation;

               (xiii) any Domestic  Subsidiary of the US Borrower may be merged,
          consolidated or liquidated with or into any other Domestic  Subsidiary
          of the US  Borrower  so long as (i) in the  case of any  such  merger,
          consolidation  or  liquidation  involving a  Subsidiary  Guarantor,  a
          Subsidiary  Guarantor  is the  surviving  corporation  of such merger,
          consolidation or liquidation, and (ii) in the case of any such merger,
          consolidation  or  liquidation   involving  a  Wholly-Owned   Domestic
          Subsidiary  of the US  Borrower,  in addition to the  requirements  of
          preceding  clause  (i),  a  Wholly-Owned  Domestic  Subsidiary  is the
          surviving corporation of such merger, consolidation or liquidation;

               (xiv) any Foreign  Subsidiary  of the US Borrower  may be merged,
          consolidated or liquidated  with or into any other Foreign  Subsidiary
          of the US  Borrower  so long as (i) in the  case of any  such  merger,
          consolidation  or  liquidation  involving a  Subsidiary  Guarantor,  a
          Subsidiary  Guarantor  is the  surviving  corporation  of such merger,
          consolidation or liquidation, and (ii) in the case of any such merger,
          consolidation   or  liquidation   involving  a  Wholly-Owned   Foreign
          Subsidiary of the US Borrower,  in addition to the requirements of the
          preceding  clause  (i),  a  Wholly-Owned  Foreign  Subsidiary  is  the
          surviving  corporation of such merger,  consolidation  or liquidation;
          and

               (xv) the US Borrower  and its  Subsidiaries  may sell up to a 49%
          equity  interest  in the US  Borrower's  Subsidiary  formed to conduct
          business in Latin  America  (other than in Mexico and  Columbia)  to a
          joint  venture  partner that is not an Affiliate of the US Borrower so
          long as (i) no Default or Event of Default then exists or would result
          therefrom, (ii) such sale is in an arm's-length transaction and the US
          Borrower or the  respective  Subsidiary  receives at least fair market
          value  (as  determined  in  good  faith  by the US  Borrower  or  such
          Subsidiary,  as the  case  may  be),  (iii)  the  total  consideration
          received by the US Borrower or such Subsidiary in connection therewith
          is cash and is paid at the time of the closing of such sale,  and (iv)
          the Net Sale Proceeds  therefrom are applied and/or reinvested as (and
          to the extent) required by Section 3.03(b).

                  To the extent the Required  Lenders or all of the Lenders,  as
the case may be, waive the  provisions  of this Section 9.02 with respect to the
sale of any  Collateral,  or any Collateral is sold as permitted by this Section
9.02 (other than to the US Borrower or a Subsidiary  thereof),  such  Collateral
shall be sold free and clear of the Liens  created  by the

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<PAGE>

          respective  Security  Documents and the  Administrative  Agent and the
          Collateral  Agent  shall  be  authorized  to take any  actions  deemed
          appropriate in order to effect the foregoing.

                  9.03 Restricted  Payments.  The US Borrower will not, and will
not permit  any of its  Subsidiaries  to,  authorize,  declare,  pay or make any
Restricted Payment, except that:

               (i) any  Subsidiary of the US Borrower may pay cash  Dividends to
          the US Borrower or to any Wholly-Owned Subsidiary of the US Borrower;

               (ii) any  non-Wholly-Owned  Subsidiary of the US Borrower may pay
          cash  Dividends  to  its  shareholders  generally  so  long  as the US
          Borrower or its respective  Subsidiary  which owns the equity interest
          in  the  Subsidiary  paying  such  Dividends  receives  at  least  its
          proportionate  share thereof  (based upon its relative  holding of the
          equity  interest in the  Subsidiary  paying such  Dividends and taking
          into account the relative preferences,  if any, of the various classes
          of equity interests of such Subsidiary); and

               (iii) so long as there shall exist no Default or Event of Default
          (both before and after giving effect to the payment  thereof),  the US
          Borrower may make cash  Restricted  Payments so long as the  aggregate
          amount of all  Restricted  Payments  made  subsequent to the Effective
          Date  pursuant to this clause  (iii) does not exceed the  remainder of
          (A)  the  sum of (I)  $15,000,000,  plus  (II)  50% of the  cumulative
          Consolidated  Net Income (or, if  cumulative  Consolidated  Net Income
          shall be a loss,  minus 100% of such loss) of the US  Borrower  earned
          subsequent  to the  Effective  Date  and on or  prior  to the date the
          Restricted  Payment occurs (the "Restricted  Payment  Reference Date")
          (treating such period as a single accounting period),  plus (III) 100%
          of the aggregate Net Equity Proceeds  received by the US Borrower from
          any Person  (other  than a  Subsidiary  of the US  Borrower)  from the
          issuance and sale  subsequent to the Effective Date and on or prior to
          the Restricted Payment Reference Date of common stock and/or Qualified
          Preferred Stock of the US Borrower,  plus (IV) without  duplication of
          any amounts included in preceding clause (III),  100% of the aggregate
          Net Equity  Proceeds  of any equity  contribution  received  by the US
          Borrower from a holder of the US  Borrower's  common stock (other than
          from a Subsidiary of the US Borrower) subsequent to the Effective Date
          and on or prior to the Restricted Payment Reference Date minus (B) any
          amounts  referred to in preceding  clauses (II), (III) and (IV) to the
          extent  that such  amounts  are used to make  Investments  pursuant to
          Section 9.05(xiv).

Notwithstanding anything to the contrary contained in clause (iii) above in this
Section  9.03,  the US  Borrower  will  not,  and  will  not  permit  any of its
Subsidiaries  to,  make  any  Restricted   Payment  in  respect  of  the  Senior
Subordinated  Notes (i) to the extent that the payment thereof would violate the
subordination  provisions  contained  therein  or (ii) as a result  of any asset
sale, change of control or similar event.

                  9.04  Indebtedness.  The US  Borrower  will not,  and will not
permit any of its Subsidiaries to, contract,  create, incur, assume or suffer to
exist any Indebtedness, except:

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<PAGE>

               (i)  Indebtedness  incurred  pursuant to this  Agreement  and the
          other Credit Documents;

               (ii) Existing Indebtedness outstanding on the Effective Date (and
          after giving  effect  thereto),  and giving  effect to any  subsequent
          extension, renewal or refinancing thereof, provided that the aggregate
          principal  amount  of the  Indebtedness  to be  extended,  renewed  or
          refinanced does not increase from that amount  outstanding at the time
          of any such extension, renewal or refinancing;

               (iii)  Indebtedness  under  Interest Rate  Protection  Agreements
          entered into with respect to other  Indebtedness  permitted under this
          Section 9.04;

               (iv)  Indebtedness  of  the  US  Borrower  and  its  Subsidiaries
          evidenced  by  Capitalized   Lease   Obligations  and  purchase  money
          Indebtedness  subject  to Liens  permitted  under  Section  9.01(vii),
          provided that in no event shall the sum of (I) the aggregate principal
          amount of all  Capitalized  Lease  Obligations  and (II) the aggregate
          principal amount of all purchase money Indebtedness  incurred pursuant
          to this clause (iv),  together with the aggregate  principal amount of
          all  Capitalized  Lease  Obligations  and purchase money  Indebtedness
          constituting  Existing  Indebtedness,  exceed  $40,000,000 at any time
          outstanding;

               (v)  Indebtedness  of any Foreign  Subsidiary  of the US Borrower
          that is not a  Credit  Party  under  lines  of  credit  and  overdraft
          facilities  extended by third Persons to such Foreign  Subsidiary  the
          proceeds of which  Indebtedness are used for any Foreign  Subsidiary's
          working  capital and general  corporate  purposes,  provided  that the
          aggregate principal amount of all such Indebtedness  incurred pursuant
          to this clause (v),  together with the aggregate  principal  amount of
          all  Existing  Indebtedness  under such lines of credit and  overdraft
          facilities,  shall not exceed  $20,000,000  (or the Dollar  Equivalent
          thereof in the case of Indebtedness  incurred in a currency other than
          Dollars) at any time outstanding (the "Foreign  Subsidiary Third Party
          Borrowings");

               (vi)  intercompany  Indebtedness  among the US  Borrower  and its
          Subsidiaries to the extent permitted by Section 9.05;

               (vii)  Indebtedness  consisting  of guaranties by the US Borrower
          and its Subsidiaries of other  Indebtedness of the US Borrower and its
          Subsidiaries  otherwise  permitted  to be incurred  under this Section
          9.04;

               (viii)  Indebtedness  under Other  Hedging  Agreements  providing
          protection against  fluctuations in currency values in connection with
          the US  Borrower's or any of its  Subsidiaries'  operations so long as
          management of the US Borrower or such Subsidiary,  as the case may be,
          has determined that the entering into of such Other Hedging Agreements
          are bona fide hedging activities and are not for speculative purposes;

               (ix)   Indebtedness   of  the  US  Borrower  and  the  Subsidiary
          Guarantors  under the Senior  Subordinated  Notes and the other Senior
          Subordinated  Note Documents in an

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<PAGE>

          aggregate  principal amount not to exceed  $100,000,000 (as reduced by
          any repayments of principal thereof); provided, however, to the extent
          that any Foreign Credit Party guaranties the US Borrower's obligations
          under the Senior  Subordinated  Notes,  such Foreign Credit Party also
          shall  execute  and  deliver  a  counterpart  of the  US  Subsidiaries
          Guaranty;

               (x) Indebtedness of a Subsidiary acquired pursuant to a Permitted
          Acquisition or pursuant to an Investment made under Section  9.05(xiv)
          (or Indebtedness assumed at the time of a Permitted  Acquisition or an
          Investment  made under  Section  9.05(xiv) of an asset  securing  such
          Indebtedness), provided that (x) such Indebtedness was not incurred in
          connection  with,  or  in  anticipation  or  contemplation   of,  such
          Permitted Acquisition or such Investment, as the case may be, (y) such
          Indebtedness  does not constitute  debt for borrowed money (other than
          debt for borrowed money incurred in connection with industrial revenue
          or industrial  development bond  financings),  it being understood and
          agreed  that   Capitalized   Lease   Obligations  and  purchase  money
          Indebtedness shall not constitute debt for borrowed money for purposes
          of this clause (y), and (z) at the time of such Permitted  Acquisition
          or such  Investment,  as the case may be, such  Indebtedness  does not
          exceed  30% of the  total  value of the  assets of the  Subsidiary  so
          acquired, or of the asset so acquired, as the case may be;

               (xi)  Indebtedness  arising  from the honoring by a bank or other
          financial   institution  of  a  check,  draft  or  similar  instrument
          inadvertently  (except  in the  case  of  daylight  overdrafts)  drawn
          against  insufficient funds in the ordinary course of business so long
          as such  Indebtedness  is  extinguished  within 5 Business Days of the
          incurrence thereof; and

               (xii)  additional  unsecured  Indebtedness  incurred  by  the  US
          Borrower and its Subsidiaries in an aggregate  principal amount not to
          exceed $7,000,000 at any one time outstanding.

                  9.05  Advances,  Investments  and Loans.  The US Borrower will
not, and will not permit any of its  Subsidiaries  to,  directly or  indirectly,
lend money or credit or make advances to any Person,  or purchase or acquire any
stock,  obligations  or  securities  of, or any other  interest  in, or make any
capital contribution to, any other Person, or purchase or own a futures contract
or  otherwise  become  liable  for the  purchase  or sale of  currency  or other
commodities  at a future date in the nature of a futures  contract,  or hold any
cash  or  Cash  Equivalents   (each  of  the  foregoing  an  "Investment"   and,
collectively, "Investments"), except that the following shall be permitted:

               (i) the US  Borrower  and its  Subsidiaries  may acquire and hold
          accounts  receivables  owing to any of them, if created or acquired in
          the  ordinary  course of  business  and  payable or  dischargeable  in
          accordance  with  customary  trade  terms of the US  Borrower  or such
          Subsidiary;

               (ii) the US Borrower  and its  Subsidiaries  may acquire and hold
          cash and Cash Equivalents;

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<PAGE>

               (iii)  the  US  Borrower  and  its   Subsidiaries  may  hold  the
          Investments  held by them  on the  Effective  Date  and  described  on
          Schedule  VI,  provided  that any  additional  Investments  made  with
          respect  thereto shall be permitted  only if  independently  justified
          under the other provisions of this Section 9.05;

               (iv) the US  Borrower  and its  Subsidiaries  may acquire and own
          investments  (including debt obligations)  received in connection with
          the  bankruptcy  or  reorganization  of suppliers and customers and in
          good faith settlement of delinquent obligations of, and other disputes
          with,  customers  and  suppliers  arising  in the  ordinary  course of
          business;

               (v) the US  Borrower  and its  Subsidiaries  may make  loans  and
          advances  in the  ordinary  course  of  business  to their  respective
          employees so long as the  aggregate  principal  amount  thereof at any
          time  outstanding  (determined  without  regard to any  write-downs or
          write-offs of such loans and advances) shall not exceed $2,000,000;

               (vi) the US Borrower may acquire and hold  obligations  of one or
          more  officers  or other  employees  of the US  Borrower or any of its
          Subsidiaries   in  connection   with  such   officers'  or  employees'
          acquisition of shares of common stock of the US Borrower so long as no
          cash is paid by the US  Borrower  or any of its  Subsidiaries  to such
          officers or employees in connection  with the  acquisition of any such
          obligations;

               (vii)  the US  Borrower  and  its  Subsidiaries  may  enter  into
          Interest Rate Protection Agreements to the extent permitted by Section
          9.04(iii);

               (viii) the US Borrower and its  Subsidiaries may enter into Other
          Hedging Agreements to the extent permitted by Section 9.04(viii);

               (ix) the US Borrower and its  Wholly-Owned  Subsidiaries may make
          intercompany   loans  and  advances   between  or  among  one  another
          (collectively, "Intercompany Loans"), so long as (i) each Intercompany
          Loan made by a Credit Party shall be evidenced by an Intercompany Note
          that is pledged to the  Collateral  Agent  pursuant to the  applicable
          Pledge  Agreement  and (ii)  each  Intercompany  Loan  that is made to
          either (x) the US Borrower by any  Wholly-Owned  Subsidiary  or (y) to
          any other  Credit  Party by a  Wholly-Owned  Subsidiary  that is not a
          Credit  Party  shall (in each case) be  subject  to the  subordination
          provisions set forth in Exhibit M;

               (x) the US  Borrower  may make cash equity  contributions  to the
          capital of its Wholly-Owned Subsidiaries and Wholly-Owned Subsidiaries
          of the US Borrower may make cash equity  contributions  to the capital
          of their respective  Wholly-Owned  Subsidiaries (including as a result
          of   converting   any   intercompany   obligation   into   an   equity
          contribution);

               (xi)  Permitted  Acquisitions  shall  be  permitted  pursuant  to
          Section 9.02(ix);

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<PAGE>

               (xii) the US Borrower and its  Subsidiaries  may acquire and hold
          promissory  notes issued by the purchaser of assets in connection with
          a sale of such assets to the extent permitted by Section 9.02(vi);

               (xiii) the US Borrower and its  Subsidiaries  may make additional
          cash Investments to their  respective  Subsidiaries for the purpose of
          enabling such  Subsidiaries to make an Investment  permitted by clause
          (xiv) of this Section 9.05 so long as each such  Investment  made by a
          Credit  Party  in  the  form  of a  loan  shall  be  evidenced  by  an
          Intercompany  Note that is pledged to the Collateral Agent pursuant to
          the applicable Pledge Agreement;

               (xiv) so long as no Default or Event of  Default  then  exists or
          would result therefrom,  the US Borrower and its Subsidiaries may make
          additional  Investments  so long as the  aggregate  amount of all such
          Investments  made  subsequent to the Effective Date and outstanding at
          any time  (determined  without regard to any write-downs or write-offs
          thereof)  pursuant to this clause (xiv) does not exceed the  remainder
          of (A) the sum of (I)  $30,000,000,  plus  (II) 50% of the  cumulative
          Consolidated  Net Income (or, if  cumulative  Consolidated  Net Income
          shall be a loss,  minus 100% of such loss) of the US  Borrower  earned
          subsequent  to the  Effective  Date  and on or  prior  to the date the
          Investment  occurs (the  "Investment  Reference  Date") (treating such
          period  as a  single  accounting  period),  plus  (III)  100%  of  the
          aggregate  Net Equity  Proceeds  received by the US Borrower  from any
          Person (other than a Subsidiary of the US Borrower)  from the issuance
          and  sale  subsequent  to the  Effective  Date  and on or prior to the
          Investment  Reference Date of common stock and/or Qualified  Preferred
          Stock of the US Borrower, plus (IV) without duplication of any amounts
          included in preceding  clause (III),  100% of the aggregate Net Equity
          Proceeds of any equity contribution received by the US Borrower from a
          holder of the US Borrower's stock (other than from a Subsidiary of the
          US Borrower)  subsequent to the Effective  Date and on or prior to the
          Investment  Reference  Date,  plus  (V) in any  fiscal  year of the US
          Borrower  (commencing  with its fiscal  year  beginning  on January 1,
          2001), an amount equal to the Additional  Investment Basket Amount for
          such fiscal year,  minus (B) the sum of (I) any amounts referred to in
          preceding  clauses  (A)(II),  (A)(III)  and (A)(IV) to the extent that
          such amounts are used to make Restricted  Payments pursuant to Section
          9.03(iii)  plus (II) any portion of the Additional  Investment  Basket
          Amount that is used to make Capital  Expenditures  pursuant to Section
          9.07(b) in the  respective  fiscal year,  provided that in the case of
          any such  Investment  of $2,500,000 or more that is made in any Person
          that  is not  then a  Subsidiary  of the US  Borrower  (a  "Designated
          Investment"),  at least 10  Business  Days  prior to the making of any
          such Investment,  the US Borrower shall deliver to the  Administrative
          Agent and each of the  Lenders  a  certificate  of a Senior  Financial
          Officer of the US Borrower  certifying  (and showing the  calculations
          therefor in reasonable detail) that the US Borrower would have been in
          compliance  with the financial  covenants set forth in Sections  9.08,
          9.09 and 9.10 for the respective Calculation Period, in each case with
          such  financial  covenants to be determined on a Pro Forma Basis as if
          such  Investment  (as well as all  other  Designated  Investments  and
          Permitted Acquisitions  theretofore consummated after the first day of
          such  Calculation  Period)  had  been  made on the  first  day of such
          Calculation Period; and

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<PAGE>

               (xv) subject to the  requirements of Section 13.19 (to the extent
          applicable), SITEL International, Inc. and/or a Subsidiary thereof may
          contribute  their equity  interests in Grupo SITEL de Mexico,  S.A. de
          C.V. and/or any other Foreign Subsidiary of the US Borrower to another
          Wholly-Owned Subsidiary of the US Borrower.

                 9.06  Transactions  with  Affiliates.  (a) The US Borrower will
  not, and will not permit any of its  Subsidiaries  to, directly or indirectly,
  enter  into  or  permit  to  exist  any   transaction  or  series  of  related
  transactions  (including,  without  limitation,  the purchase,  sale, lease or
  exchange of any property or the  rendering of any  service),  with, or for the
  benefit of, any Affiliate of the US Borrower or any of its Subsidiaries  (each
  an "Affiliate  Transaction"),  other than (x) Affiliate Transactions permitted
  under clause (b) of this Section 9.06 and (y) Affiliate  Transactions on terms
  that are no less favorable than those that might reasonably have been obtained
  in a  comparable  transaction  at such time on an arm's  length  basis  from a
  Person that is not an  Affiliate  of the US Borrower or such  Subsidiary.  All
  Affiliate  Transactions  (and each  series of related  Affiliate  Transactions
  which are similar or part of a common plan)  involving  aggregate  payments or
  other  property  with a fair market value (as  determined in good faith by the
  Board of Directors of the US Borrower or such Subsidiary,  as the case may be)
  in excess of $1,000,000 shall, prior to the consummation  thereof, be approved
  by the Board of Directors of the US Borrower or such  Subsidiary,  as the case
  may be, and with such approval to be evidenced by a Board  resolution  stating
  that such Board of Directors has  determined  that such  transaction  complies
  with the foregoing provisions.  If the US Borrower or any Subsidiary of the US
  Borrower  enters  into  an  Affiliate  Transaction  (or a  series  of  related
  Affiliate  Transactions  related to a common plan) that  involves an aggregate
  fair market  value (as  determined  in good faith by the Board of Directors of
  the US  Borrower  or  such  Subsidiary,  as the  case  may  be) of  more  than
  $5,000,000,  the US Borrower or such  Subsidiary,  as the case may be,  shall,
  prior to the  consummation  thereof,  obtain  a  favorable  opinion  as to the
  fairness  of such  transaction  or series of  related  transactions  to the US
  Borrower  or the  relevant  Subsidiary,  as the case may be,  from a financial
  point of view,  from an Independent  Financial  Advisor and file the same with
  the Administrative Agent.

                  (b) The  restrictions  set forth in clause (a) of this Section
   9.06 shall not apply to (i)  reasonable  fees and  compensation  paid to, and
   indemnity   provided  on  behalf  of,  officers,   directors,   employees  or
   consultants  of the US  Borrower  or any  Subsidiary  of the US  Borrower  as
   determined  in good faith by the US  Borrower's  Board of Directors or senior
   management,  (ii) transactions  exclusively  between or among the US Borrower
   and  any  of  its   Subsidiaries   or  exclusively   between  or  among  such
   Subsidiaries,  provided such transactions are not otherwise prohibited by the
   Credit  Documents,  (iii)  transactions  exclusively  between or among the US
   Borrower and any of its Subsidiaries on the one hand and any joint venture in
   which  the US  Borrower  and its  Subsidiaries  own at least 45% of the total
   equity  interest  on the other hand,  so long as no portion of the  remaining
   interest in such joint  venture is owned by a Person who is an  Affiliate  of
   the US Borrower  (other than another  Subsidiary  of the  Borrower)  and such
   transactions are not otherwise  prohibited by the Credit Documents,  (iv) any
   agreement as in effect as of the Effective  Date or any amendment  thereto or
   any transaction  contemplated  thereby  (including  pursuant to any amendment
   thereto) in any replacement  agreement  thereto so long as any such amendment
   or replacement  agreement is not more  disadvantageous  to the

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<PAGE>

     Lenders in any material respect than the original agreement as in effect on
     the  Effective  Date;  (v)  advances or loans to  employees,  officers  and
     directors  of the US Borrower  and its  Subsidiaries  permitted by Sections
     9.05(v) and (xiv), and (vi) Restricted Payments permitted by Section 9.03.

                  9.07 Capital  Expenditures.  (a) The US Borrower will not, and
  will not permit any of its  Subsidiaries  to, make any  Capital  Expenditures,
  except that during any fiscal year of the US Borrower  set forth below  (taken
  as one  accounting  period),  the US Borrower  and its  Subsidiaries  may make
  Capital  Expenditures  so long as the  aggregate  amount  of all such  Capital
  Expenditures  does not exceed in any fiscal year of the US Borrower  set forth
  below the amount set forth opposite such fiscal year below:

                  Fiscal Year Ending                        Amount
                  ------------------                        ------

                  December 31, 2000                         $ 60,000,000
                  December 31, 2001                         $ 70,000,000
                  December 31, 2002                         $ 80,000,000
                  December 31, 2003                         $100,000,000
                  December 31, 2004                         $100,000,000
                  December 31, 2005                         $100,000,000

                  (b) In addition to the foregoing, in the event that the amount
of  Capital  Expenditures  permitted  to be  made  by the US  Borrower  and  its
Subsidiaries  pursuant to clause (a) above in any fiscal year of the US Borrower
(before  giving  effect to any increase in such  permitted  Capital  Expenditure
amount  pursuant  to this  clause  (b)) is  greater  than the  amount of Capital
Expenditures  actually made by the US Borrower and its Subsidiaries  during such
fiscal year,  the  remainder of (A) the lesser of (x) such excess and (y) 25% of
the applicable  permitted  scheduled Capital  Expenditure amount as set forth in
such clause (a) above (such lesser amount,  the "CapEx  Rollover  Amount") minus
(B)  any  portion  of the  CapEx  Rollover  Amount  that  is  utilized  to  make
Investments  pursuant to Section  9.05(xiv) in reliance on clause (A)(V) thereof
may be  carried  forward  and  utilized  to  make  Capital  Expenditures  in the
immediately  succeeding  fiscal  year,  provided  that no amounts  once  carried
forward  pursuant to this Section  9.07(b) may be carried  forward to any fiscal
year  thereafter and such amounts may only be utilized after the US Borrower and
its Subsidiaries have utilized in full the permitted Capital  Expenditure amount
for such  fiscal  year as set forth in the table in  clause  (a) above  (without
giving effect to any increase in such amount by operation of this clause (b)).

                  (c) In addition  to the  foregoing,  the US  Borrower  and its
Subsidiaries may make Capital  Expenditures with the amount of Net Sale Proceeds
received by the US Borrower  or any of its  Subsidiaries  from any Asset Sale so
long as such Net Sale Proceeds are reinvested in  replacement  assets within 270
days  following the date of such Asset Sale to the extent such Net Sale Proceeds
are not  otherwise  required  to be applied to reduce the Total  Revolving  Loan
Commitment pursuant to Section 3.03(b).

                  (d) In addition  to the  foregoing,  the US  Borrower  and its
Subsidiaries  may make  Capital  Expenditures  with the amount of Net  Insurance
Proceeds  received  by the US  Borrower  or

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<PAGE>

any of its  Subsidiaries  from any Recovery  Event so long as such Net Insurance
Proceeds are used to replace or restore any  properties  or assets in respect of
which such Net Insurance  Proceeds were paid within 270 days  following the date
of receipt of such Net Insurance Proceeds from such Recovery Event to the extent
such Net Insurance  Proceeds are not otherwise  required to be applied to reduce
the Total Revolving Loan Commitment pursuant to Section 3.03(d).

                  (e) In addition  to the  foregoing,  the US  Borrower  and its
Wholly-Owned  Subsidiaries may consummate  Permitted  Acquisitions to the extent
permitted by Section 9.02(ix).

                  9.08  Consolidated  Interest  Coverage Ratio.  The US Borrower
will not permit the  Consolidated  Interest  Coverage  Ratio for any Test Period
ending on the last day of a fiscal quarter of the US Borrower set forth below to
be less than the ratio set forth opposite such fiscal quarter below:

                           Fiscal Quarter Ending                       Ratio
                           ---------------------                       -----

                           June 30, 2000                               5.00:1.00
                           September 30, 2000                          5.50:1.00
                           December 31, 2000                           5.50:1.00
                           March 31, 2001                              5.50:1.00
                           June 30, 2001                               5.50:1.00
                           September 30, 2001 and
                           the last day of each fiscal
                           quarter of the US Borrower
                           thereafter                                  6.00:1.00

                  9.09 Maximum  Leverage Ratio.  The US Borrower will not permit
the  Leverage  Ratio at any time  during a period set forth  below to be greater
than the ratio set forth opposite such period below:

                  Period                                               Ratio
                  ------                                               -----

                  Effective Date
                  through and including December 31, 2000              2.50:1.00

                  January 1, 2001 through
                  and including December 31, 2001                      2.25:1.00

                  January 1, 2002
                  and thereafter                                       2.00:1.00

                  9.10 Minimum  Consolidated  EBITDA.  The US Borrower  will not
permit  Consolidated  EBITDA  for any Test  Period  ending  on the last day of a
fiscal quarter of the US Borrower set forth below to be less than the amount set
forth opposite such fiscal quarter below:

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<PAGE>

                  Fiscal Quarter Ending                       Amount
                  ---------------------                       ------

                  June 30, 2000                               $70,000,000
                  September 30, 2000
                  and the last day of
                  each fiscal quarter of the
                  US Borrower thereafter                      $75,000,000

                  9.11   Limitation   on   Modifications   of   Certificate   of
Incorporation,  By-Laws, and Senior Subordinated Note Documents; etc. (a) The US
Borrower  will not, and will not permit any of its  Subsidiaries  to, (i) amend,
modify or change  its  certificate  or  articles  of  incorporation  (including,
without  limitation,  by  the  filing  or  modification  of any  certificate  of
designation) or by-laws (or the equivalent  organizational documents) unless any
such amendment,  modification or change could not be adverse to the interests of
the Lenders in any material  respect or (ii) amend,  modify or change any of the
Senior Subordinated Note Documents.

                  (b) Neither the US Borrower nor any of its Subsidiaries  shall
designate any Indebtedness,  other than the Obligations,  as "Designated  Senior
Debt" for  purposes  of the  Senior  Subordinated  Notes  and the  other  Senior
Subordinated Note Documents.

                  9.12 Limitation on Certain  Restrictions on Subsidiaries.  The
US Borrower will not, and will not permit any of its  Subsidiaries  to, directly
or indirectly,  create or otherwise cause or suffer to exist or become effective
any  encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends  or make any other  distributions  on its  capital  stock or any other
interest  or  participation  in its  profits  owned  by the US  Borrower  or any
Subsidiary of the US Borrower,  or pay any Indebtedness  owed to the US Borrower
or any  Subsidiary  of the US  Borrower,  (b) make loans or  advances  to the US
Borrower  or any  Subsidiary  of  the US  Borrower  or (c)  transfer  any of its
properties  or assets to the US Borrower or any  Subsidiary  of the US Borrower,
except for such encumbrances or restrictions  existing under or by reason of (i)
applicable  law, (ii) this Agreement and the other Credit  Documents,  (iii) the
Senior  Subordinated  Note  Documents,  (iv)  customary  provisions  restricting
subletting or assignment of any lease  governing a leasehold  interest of the US
Borrower  or any  Subsidiary  of  the  US  Borrower,  (v)  customary  provisions
restricting  assignment  of  any  licensing  agreement  or  agreements  for  the
provision of services  entered into by the US Borrower or any  Subsidiary of the
US Borrower in the  ordinary  course of business  and (vi)  restrictions  on the
transfer of any asset subject to a Lien permitted by Section 9.01.

                  9.13  Limitation  on  Issuance  of Capital  Stock.  (a) The US
Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any
preferred  stock (other than  Qualified  Preferred  Stock of the US Borrower) or
(ii) any redeemable  common stock (other than common stock that is redeemable at
the sole option of the US Borrower or such Subsidiary).

                  (b) The US Borrower will not permit any of its Subsidiaries to
issue any capital  stock  (including  by way of sales of treasury  stock) or any
options or warrants to purchase, or securities  convertible into, capital stock,
except (i) for transfers and replacements of then

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<PAGE>

outstanding shares of capital stock, (ii) for stock splits,  stock dividends and
issuances  which do not decrease the percentage  ownership of the US Borrower or
any of its  Subsidiaries  in any class of the capital stock of such  Subsidiary,
(iii) to qualify  directors to the extent required by applicable law or (iv) for
issuances by newly created or acquired Subsidiaries in accordance with the terms
of this Agreement.

                  9.14 Business.  The US Borrower and its Subsidiaries  will not
engage in any businesses which are not the same,  similar or reasonably  related
to the businesses  engaged in by the US Borrower and its  Subsidiaries as of the
Effective Date and reasonable extensions or expansions thereof.

                  9.15 Limitation on Creation of  Subsidiaries.  Notwithstanding
anything to the contrary contained in this Agreement,  the US Borrower will not,
and will not permit any of its  Subsidiaries  to,  establish,  create or acquire
after the Effective Date any  Subsidiary,  provided that the US Borrower and its
Wholly-Owned  Subsidiaries  shall be permitted to  establish,  create or, to the
extent  permitted by this Agreement,  acquire (x)  Wholly-Owned  Subsidiaries so
long as (i) the  capital  stock  or  other  equity  interests  of each  such new
Wholly-Owned  Subsidiary  (to the  extent  owned by a Credit  Party) is  pledged
pursuant to, and to the extent required by, the applicable Pledge Agreement, and
(ii) each such new  Wholly-Owned  Subsidiary  takes all such  actions  as may be
required or  requested  to be taken by it as and to the extent  provided  for in
Sections 8.11 and/or 8.12, and (y) non-Wholly-Owned  Subsidiaries so long as the
capital  stock or  other  equity  interest  of each  such  new  non-Wholly-Owned
Subsidiary  (to the extent owned by a Credit Party) is pledged  pursuant to, and
to the extent required by, the applicable Pledge Agreement.

                  SECTION 10. Events of Default.  Upon the  occurrence of any of
the following specified events (each an "Event of Default"):

                  10.01 Payments.  Any Borrower shall (i) default in the payment
when due of any  principal  of any Loan or any  Note or (ii)  default,  and such
default  shall  continue  unremedied  for three or more  Business  Days,  in the
payment when due of any interest on any Loan or Note, any Unpaid Drawing (or any
interest  thereon)  or  any  Fees  or  any  other  amounts  owing  hereunder  or
thereunder; or

                  10.02  Representations,  etc. Any representation,  warranty or
statement  made or deemed made by any Credit Party herein or in any other Credit
Document or in any  certificate  delivered  to the  Administrative  Agent or any
Lender  pursuant  hereto or  thereto  shall  prove to be untrue in any  material
respect on the date as of which made or deemed made; or

                  10.03 Covenants. Any Credit Party shall (i) default in the due
performance or observance by it of any term,  covenant or agreement contained in
Section  8.01(f)(i) or 8.08 or Section 9 or (ii) default in the due  performance
or observance by it of any other term,  covenant or agreement  contained in this
Agreement or any other Credit  Document  (other than those set forth in Sections
10.01 and 10.02) and such default shall  continue  unremedied for a period of 30
days after written notice thereof to the defaulting party by the  Administrative
Agent or the Required Lenders; or

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<PAGE>

                  10.04 Default Under Other  Agreements.  (i) The US Borrower or
any of its  Subsidiaries  shall (x) default in any  payment of any  Indebtedness
(other  than the  Notes)  beyond the period of grace,  if any,  provided  in the
instrument or agreement under which such Indebtedness was created or (y) default
in the observance or  performance of any agreement or condition  relating to any
Indebtedness  (other than the Notes) or contained in any instrument or agreement
evidencing,  securing  or  relating  thereto,  or any other event shall occur or
condition  exist,  the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such  Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause  (determined  without regard
to whether any notice is required), any such Indebtedness to become due prior to
its stated maturity,  or (ii) any Indebtedness  (other than the Notes) of the US
Borrower or any of its  Subsidiaries  shall be declared to be (or shall  become)
due and payable,  or required to be prepaid other than by a regularly  scheduled
required  prepayment,  prior to the stated  maturity  thereof,  provided that it
shall not be a Default or an Event of Default  under this  Section  10.04 unless
the aggregate  principal  amount of all  Indebtedness  as described in preceding
clauses (i) and (ii) is at least $3,000,000; or

                  10.05  Bankruptcy,   etc.  The  US  Borrower  or  any  of  its
Subsidiaries shall commence a voluntary case concerning itself under Title 11 of
the United States Code entitled  "Bankruptcy," as now or hereafter in effect, or
any  successor  thereto  (the  "Bankruptcy  Code");  or an  involuntary  case is
commenced against the US Borrower or any of its  Subsidiaries,  and the petition
is not  controverted  within 10 days, or is not dismissed  within 60 days, after
commencement of the case; or a custodian (as defined in the Bankruptcy  Code) is
appointed for, or takes charge of, all or  substantially  all of the property of
the US  Borrower  or any of its  Subsidiaries,  or the US Borrower or any of its
Subsidiaries   commences  any  other   proceeding   under  any   reorganization,
arrangement,  adjustment of debt, relief of debtors, dissolution,  insolvency or
liquidation  or similar  law of any  jurisdiction  whether now or  hereafter  in
effect  relating  to the US  Borrower  or any of its  Subsidiaries,  or there is
commenced against the US Borrower or any of its Subsidiaries any such proceeding
which remains  undismissed for a period of 60 days, or the US Borrower or any of
its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered; or the US Borrower
or any of its Subsidiaries  suffers any appointment of any custodian or the like
for it or any  substantial  part of its  property  to continue  undischarged  or
unstayed for a period of 60 days; or the US Borrower or any of its  Subsidiaries
makes a general assignment for the benefit of creditors; or any corporate action
is  taken by the US  Borrower  or any of its  Subsidiaries  for the  purpose  of
effecting any of the foregoing; or

                  10.06  ERISA.  (a) Any Plan shall fail to satisfy  the minimum
funding standard required for any plan year or part thereof under Section 412 of
the Code or Section 302 of ERISA or a waiver of such  standard or  extension  of
any  amortization  period is sought or granted  under Section 412 of the Code or
Section  303 or 304  of  ERISA,  a  Reportable  Event  shall  have  occurred,  a
contributing  sponsor  (as  defined in Section  4001(a)(13)  of ERISA) of a Plan
subject  to  Title  IV of  ERISA  shall  be  subject  to the  advance  reporting
requirement of PBGC Regulation  Section 4043.61  (without regard to subparagraph
(b)(1)  thereof) and an event  described in subsection  .62, .63, .64, .65, .66,
 .67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur
with  respect  to such Plan  within  the  following  30 days,  any Plan which is

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<PAGE>

subject  to Title IV of ERISA  shall  have had or is  likely  to have a  trustee
appointed  to  administer  such  Plan,  any Plan which is subject to Title IV of
ERISA is, shall have been or is likely to be  terminated or to be the subject of
termination  proceedings  under ERISA,  any Plan shall have an Unfunded  Current
Liability,  a  contribution  required  to be made  with  respect  to a Plan or a
Foreign Pension Plan has not been timely made, the US Borrower or any Subsidiary
of the US Borrower or any ERISA Affiliate has incurred or is likely to incur any
liability to or on account of a Plan under  Section 409,  502(i),  502(l),  515,
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29),  4971
or 4975 of the Code or on account of a group  health plan (as defined in Section
607(1) of ERISA or Section  4980B(g)(2)  of the Code) under Section 4980B of the
Code, or the US Borrower or any Subsidiary of the US Borrower has incurred or is
likely to incur  liabilities  pursuant to one or more employee  welfare  benefit
plans (as  defined in Section  3(1) of ERISA) that  provide  benefits to retired
employees  or other former  employees  (other than as required by Section 601 of
ERISA) or Plans or Foreign  Pension  Plans,  a "default,"  within the meaning of
Section  4219(c)(5)  of  ERISA,  shall  occur  with  respect  to any  Plan,  any
applicable law, rule or regulation is adopted,  changed or  interpreted,  or the
interpretation or administration thereof is changed, in each case after the date
hereof,  by any  governmental  authority or agency or by any court (a "Change in
Law"), or, as a result of a Change in Law, an event occurs following a Change in
Law,  with respect to or otherwise  affecting  any Plan;  (b) there shall result
from any such  event or events  the  imposition  of a lien,  the  granting  of a
security  interest,  or a liability or a material risk of incurring a liability;
and (c) such lien, security interest or liability,  individually,  and/or in the
aggregate,  has had, or could reasonably be expected to have, a material adverse
effect on the business, operations,  properties, assets, liabilities,  condition
(financial or  otherwise)  or prospects of the US Borrower and its  Subsidiaries
taken as a whole; or

                  10.07 Security Documents.  At any time after the execution and
delivery thereof,  any of the Security Documents shall cease to be in full force
and effect,  or shall cease to give the Collateral  Agent for the benefit of the
Secured  Creditors  the Liens,  rights,  powers and  privileges  purported to be
created  thereby  (including,  without  limitation,  a perfected  first priority
security  interest in all of the Collateral,  in favor of the Collateral  Agent,
superior to and prior to the rights of all third Persons); or

                  10.08 Guaranties. At any time after the execution and delivery
thereof,  any Guaranty or any provision  thereof shall cease to be in full force
or effect as to any  Guarantor,  or any  Guarantor or any Person acting by or on
behalf of such  Subsidiary  Guarantor  shall deny or disaffirm such  Guarantor's
obligations  under any  Guaranty to which it is a party or any  Guarantor  shall
default in the due performance or observance of any term,  covenant or agreement
on its part to be performed or observed  pursuant to any Guaranty to which it is
a party; or

                  10.09  Judgments.  One or more  judgments or decrees  shall be
entered  against the Borrower or any Subsidiary of the US Borrower  involving in
the aggregate for the US Borrower and its  Subsidiaries a liability (not paid or
fully covered by a reputable and solvent  insurance  company) and such judgments
and decrees  either shall be final and  non-appealable  or shall not be vacated,
discharged or stayed or bonded  pending  appeal for any period of 30 consecutive
days,  and  the  aggregate  amount  of all  such  judgments  equals  or  exceeds
$3,000,000; or

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<PAGE>

                  10.10   Change of Control.  A  Change  of Control shall occur;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, may with the written consent
of the Required  Lenders and upon the written  request of the Required  Lenders,
shall by  written  notice  to the  Borrowers,  take any or all of the  following
actions, without prejudice to the rights of any Administrative Agent, any Lender
or the  holder of any Note to  enforce  its  claims  against  any  Credit  Party
(provided,  that, if an Event of Default  specified in Section 10.05 shall occur
with  respect to any  Borrower,  the result which would occur upon the giving of
written notice by the Administrative  Agent as specified in clauses (i) and (ii)
below shall occur  automatically  without  the giving of any such  notice):  (i)
declare the Total Revolving Loan Commitment terminated,  whereupon the Revolving
Loan  Commitment of each Lender shall  forthwith  terminate  immediately and any
Commitment  Commission  shall forthwith become due and payable without any other
notice of any kind;  (ii) declare the  principal of and any accrued  interest in
respect  of all  Loans and the Notes and all  Obligations  owing  hereunder  and
thereunder to be,  whereupon  the same shall  become,  forthwith due and payable
without presentment,  demand,  protest or other notice of any kind, all of which
are hereby  waived by each Credit  Party;  (iii)  terminate any Letter of Credit
which may be  terminated  in  accordance  with its  terms;  (iv)  direct  the US
Borrower to pay (and the US Borrower agrees that upon receipt of such notice, or
upon the  occurrence  of an Event of Default  specified  in  Section  10.05 with
respect to the US Borrower,  it will pay) to the Collateral Agent at the Payment
Office  such  additional  amount  of  cash or  Cash  Equivalents,  to be held as
security by the Collateral  Agent, as is equal to the aggregate Stated Amount of
all  Letters  of Credit  issued  for the  account  of the US  Borrower  and then
outstanding;  (v) enforce,  as Collateral Agent, all Liens,  rights and remedies
created  pursuant  to any of the  Security  Documents;  and (vi)  apply any cash
collateral  held by the  Administrative  Agent  pursuant to Section  4.02 to the
repayment of the Obligations.

                  SECTION 11. Definitions and Accounting Terms.

                  11.01 Defined Terms. As used in this Agreement,  the following
terms shall have the following  meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

                  "Additional  Investment  Basket Amount" shall mean, in respect
of any fiscal year of the US Borrower (commencing with its fiscal year beginning
on January 1, 2001),  the lesser of (x)  $5,000,000  and (y) the CapEx  Rollover
Amount  permitted to be utilized for such fiscal year (it being  understood that
the Additional  Investment Basket Amount shall be reset on the first day of each
fiscal year of the US Borrower and that no amount of the  Additional  Investment
Basket  Amount  that  remains  unutilized  may be  carried  to any  fiscal  year
thereafter).

                  "Additional  Security and Guaranty  Documents"  shall have the
meaning provided in Section 8.12.

                  "Administrative  Agent"  shall mean BTCo  (and/or  any lending
affiliate of BTCo  performing  obligations  or functions on its behalf),  in its
capacity as Administrative  Agent for the Lenders  hereunder,  and shall include
any successor to the  Administrative  Agent appointed pursu-

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ant to  Section  12.09.  As of the  Effective  Date,  and until  BTCo  otherwise
notifies the Borrowers and the Lenders,  the  Administrative  Agent shall be (i)
with  respect to all matters  relating  to Foreign  Currency  Loans  (including,
without limitation, all determinations of Euro LIBOR, Euro Equivalent,  Sterling
LIBOR and Sterling Equivalent), Bankers Trust Company (London), and (ii) for all
other purposes, BTCo.

                  "Affiliate" shall mean, with respect to any Person,  any other
Person  directly or indirectly  controlling,  controlled  by, or under direct or
indirect common control with,  such Person.  A Person shall be deemed to control
another Person if such Person possesses,  directly or indirectly,  the power (i)
to vote 5% or  more of the  securities  having  ordinary  voting  power  for the
election  of  directors  of such  corporation  or (ii) to  direct  or cause  the
direction of the management and policies of such other Person,  whether  through
the ownership of voting securities, by contract or otherwise.

                  "Affiliate  Transaction"  shall have the  meaning  provided in
Section 9.06.

                  "Agreement"  shall mean this Credit  Agreement,  as  modified,
supplemented,   amended,  restated  (including  any  amendment  and  restatement
hereof), extended or renewed from time to time.

                  "Applicable  Commitment Commission  Percentage" shall mean (i)
with  respect to any fiscal  quarter of the US Borrower  (or,  if  shorter,  the
period from the Effective Date through and including June 30, 2000) during which
the daily average Total Unutilized Revolving Loan Commitment is greater than 50%
of the Total Revolving Loan  Commitment,  .500% per annum, and (ii) at all other
times,  .375% per annum;  provided  that the  Applicable  Commitment  Commission
Percentage  shall be .500% at all times  when a Default  or an Event of  Default
exists.

                  "Applicable  Margin"  shall mean,  with  respect to  Revolving
Loans and  Swingline  Loans,  from and after any Start Date to and including the
corresponding  End Date,  the  respective  percentage  per annum set forth below
under the respective Type of Revolving Loans or Swingline Loans and opposite the
respective  Level  (i.e.,  Level 1, Level 2, Level 3 or Level 4, as the case may
be) indicated to have been achieved on the  applicable  Test Date for such Start
Date (as shown on the respective  officer's  certificate  delivered  pursuant to
Section 8.01(e) or the first proviso below):


  Level        Leverage Ratio          Base Rate Loans        Euro Rate Loans
 ------       ------------------      --------------------     ---------------
    1       Less than or equal to
            1.75:1.00                        0.50%                  1.50%
    2       Greater than 1.75:1.00
            but less than or equal
            to 2.00:1.00

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<PAGE>

                                             0.75%                  1.75%
    3       Greater than 2.00:1.00
            but less than or equal
            to 2.25:1.00
                                             1.00%                  2.00%
    4       Greater than 2.25:1.00
                                             1.25%                  2.25%

provided,  however,  that if the US  Borrower  fails to  deliver  the  financial
statements  required  to  be  delivered  pursuant  to  Section  8.01(a)  or  (b)
(accompanied by the officer's  certificate  required to be delivered pursuant to
Section 8.01(e) showing the applicable Leverage Ratio on the relevant Test Date)
on or prior to the  respective  date  required  by such  Sections,  then Level 4
pricing  shall  apply  until  such time,  if any,  as the  financial  statements
required as set forth above and the accompanying officer's certificate have been
delivered showing the pricing for the respective Margin Reduction Period is at a
level which is less than Level 4 (it being  understood  that, in the case of any
late  delivery of the  financial  statements  and  officer's  certificate  as so
required, any reduction in the Applicable Margin shall apply only from and after
the date of the delivery of the  complying  financial  statements  and officer's
certificate);  provided  further,  that Level 4 pricing  shall apply at any time
when any Default or Event of Default is in existence.  Notwithstanding  anything
to the contrary contained in the immediately  preceding sentence (other than the
second  proviso  thereof),  Level 3 pricing  shall apply for the period from the
Effective Date to but not including the date which is the first Start Date after
the Borrower's fiscal quarter ending on June 30, 2000.

                  "Approved  Currency"  shall  mean  (i) in the  case  of the US
Borrower,  Dollars, (ii) in the case of the English Borrower, Pounds Sterling or
Euros, and (iii) in the case of the Irish Borrower, Pounds Sterling or Euros.

                  "Asset   Sale"   shall  mean  any  sale,   transfer  or  other
disposition  by  the US  Borrower  or any  of  its  Subsidiaries  to any  Person
(including by-way-of  redemption by such Person),  other than to the US Borrower
or a  Wholly-Owned  Subsidiary  of the US  Borrower,  of any  asset  (including,
without  limitation,  any  capital  stock  or other  securities  of,  or  equity
interests in,  another  Person) other than sales of assets  pursuant to Sections
9.02 (ii), (iii), (iv), (v) and (x).

                  "Assignment and Assumption Agreement" shall mean an Assignment
and Assumption  Agreement  substantially in the form of Exhibit K (appropriately
completed).

                  "Bankruptcy  Code" shall have the meaning  provided in Section
10.05.

                  "Base  Rate" shall  mean,  at any time,  the higher of (i) the
Prime Lending Rate and (ii) 1/2 of 1% in excess of the Federal Funds Rate.

                  "Base Rate Loan" shall mean (i) each  Swingline  Loan and (ii)
each  other  Dollar  Loan  designated  or  deemed  designated  as such by the US
Borrower at the time of the incurrence thereof or conversion thereto.

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<PAGE>

                  "Borrower"  shall mean each of the US  Borrower,  the  English
Borrower and the Irish Borrower.

                  "Borrowing"  shall mean (i) the  borrowing of Swingline  Loans
from the  Swingline  Lender on a given date and (ii) the  borrowing of Revolving
Loans of a single  currency  and Type by a  Borrower  from all the  Lenders on a
given date (or resulting  from a conversion or  conversions on such date) having
in the case of Euro Rate Loans the same Interest Period, provided that Base Rate
Loans  incurred  pursuant to Section  1.10(b)  shall be  considered  part of the
related Borrowing of Eurodollar Loans.

                  "BTCo" shall mean Bankers  Trust  Company,  in its  individual
capacity,  and any successor  corporation  thereto by merger,  consolidation  or
otherwise.

                  "Business  Day" shall mean (i) for all purposes  other than as
covered by clause (ii) below, any day except Saturday,  Sunday and any day which
shall be in New York City,  New York, a legal  holiday or a day on which banking
institutions  are  authorized or required by law or other  government  action to
close and (ii) with  respect to all notices  and  determinations  in  connection
with, and payments of principal and interest on, Euro Rate Loans,  any day which
is a Business Day  described in clause (i) above and which is also (x) a day for
trading by and between banks in the London interbank market and, with respect to
any notices,  determinations or payments in respect of Euros, a day on which the
Trans-European  Automated  Real-Time Gross Settlement  Express Transfer (TARGET)
System  is open and (y) not a day  which  in  London,  England  shall be a legal
holiday or a day on which banking institutions are authorized or required by law
or other government action to close.

                  "Calculation  Period" shall mean, in the case of any Permitted
Acquisition  or any Designated  Investment,  the Test Period most recently ended
prior to the date of such Permitted Acquisition or Designated Investment, as the
case may be, for which financial statements are available.

                  "CapEx  Rollover  Amount"  shall have the meaning  provided in
Section 9.07(b).

                  "Capital Expenditures" shall mean, with respect to any Person,
all  expenditures  by such Person which should be capitalized in accordance with
generally  accepted   accounting   principles,   but  excluding  the  amount  of
Capitalized Lease Obligations incurred by such Person.

                  "Capitalized  Lease  Obligations"  shall mean, with respect to
any  Person,  all rental  obligations  of such  Person  which,  under  generally
accepted accounting principles, are or will be required to be capitalized on the
books of such Person,  in each case taken at the amount thereof accounted for as
indebtedness in accordance with such principles.

                  "Cash   Equivalents"   shall  mean,  as  to  any  Person,  (i)
securities  issued or  directly  and fully  guaranteed  or insured by the United
States or any agency or  instrumentality  thereof  (provided that the full faith
and credit of the United States is pledged in support thereof) having maturities
of not more than one year from the date of acquisition,  (ii) Dollar denominated
time deposits and  certificates  of deposit of any  commercial  bank having,  or
which is the principal

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<PAGE>

banking subsidiary of a bank holding company having, a long-term  unsecured debt
rating of at least "A" or the equivalent  thereof from Standard & Poor's Ratings
Services or "A2" or the equivalent thereof from Moody's Investors Service,  Inc.
with  maturities of not more than one year from the date of  acquisition by such
Person, (iii) repurchase obligations with a term of not more than seven days for
underlying  securities  of the types  described in clause (i) above entered into
with any bank meeting the  qualifications  specified in clause (ii) above,  (iv)
commercial paper issued by any Person incorporated in the United States rated at
least A-1 or the equivalent  thereof by Standard & Poor's Ratings Services or at
least P-1 or the equivalent  thereof by Moody's Investors  Service,  Inc. and in
each case maturing not more than one year after the date of  acquisition by such
Person,  (v) marketable direct obligations issued by the District of Columbia or
any State of the United States or any political subdivision of any such State or
any public  instrumentality  thereof  maturing  within one year from the date of
acquisition  and,  at the time of  acquisition,  having  one of the two  highest
ratings  obtainable  from either  Standard & Poor's Ratings  Services or Moody's
Investors Service, Inc. and (vi) investments in money market funds substantially
all of whose  assets are  comprised  of  securities  of the types  described  in
clauses (i) through (v) above.

                  "Cash  Proceeds"  shall mean,  with respect to any Asset Sale,
the  aggregate  cash  payments  (including  any cash received by way of deferred
payment pursuant to a note receivable  issued in connection with such Asset Sale
or pursuant to a receivable or otherwise,  other than (in each case) the portion
of  such  deferred  payment  constituting  interest,  but  only  as and  when so
received)  received by the US Borrower and/or any of its Subsidiaries  from such
Asset Sale.

                  "CERCLA" shall mean the Comprehensive  Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. ss. 9601 et seq.

                  "Change  of  Control"  shall  mean (i) any  Person or  "group"
(within the meaning of Section  13(d) and 14(d)  under the  Securities  Exchange
Act, as in effect on the Effective  Date),  shall (A) have  acquired  beneficial
ownership of 25% or more on a fully diluted basis of the voting and/or  economic
interest in the US Borrower's  capital stock or (B) obtained the power  (whether
or not exercised) to elect a majority of the US Borrower's directors or (ii) the
Board of  Directors  of the US Borrower  shall cease to consist of a majority of
Continuing  Directors or (iii) any "change of control" under, and as defined in,
the Senior Subordinated Note Indenture shall occur.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended from time to time, and the  regulations  promulgated  and rulings issued
thereunder.  Section references to the Code are to the Code, as in effect on the
Effective  Date of this  Agreement  and any  subsequent  provisions of the Code,
amendatory thereof, supplemental thereto or substituted therefor.

                  "Collateral" shall mean the Pledge Agreement  Collateral,  the
Security  Agreement  Collateral and all cash and Cash  Equivalents  delivered as
collateral pursuant to Section 4.02 or 10.

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<PAGE>

                  "Collateral Agent" shall mean the Administrative  Agent acting
as  collateral  agent  for  the  Secured  Creditors  pursuant  to  the  Security
Documents.

                  "Commitment  Commission"  shall have the  meaning set forth in
Section 3.01(a).

                  "Consolidated  EBIT" shall mean, for any period,  Consolidated
Net Income for such period before  Consolidated  Interest  Expense and provision
for taxes for such period and  without  giving  effect (x) to any  extraordinary
gains or losses and (y) to any gains or losses  from sales of assets  other than
from sales of inventory sold in the ordinary course of business.

                  "Consolidated EBITDA" shall mean, for any period, Consolidated
EBIT for such period,  adjusted by adding thereto the amount of all amortization
of intangibles and  depreciation  that were deducted in arriving at Consolidated
EBIT for such period (including deferred  financing,  legal and accounting costs
associated with the Existing Credit Agreement, the Senior Subordinated Notes and
this Agreement), but determined without giving effect to any non-cash charges of
up to  $10,000,000  in the  aggregate  which are taken by the US  Borrower on or
prior to December 31, 1999 in connection with the write-off of capitalized costs
with  respect to  certain  of the US  Borrower's  software  platforms,  software
investments and other intangible assets; it being understood that in determining
the Leverage Ratio only,  Consolidated EBITDA for any period shall be calculated
on a Pro Forma Basis to give effect to any Person or assets acquired during such
period pursuant to a Permitted  Acquisition  and/or a Designated  Investment and
not subsequently sold or otherwise  disposed of by the US Borrower or any of its
Subsidiaries during such period.

                  "Consolidated  Indebtedness"  shall  mean,  at any  time,  the
principal  amount of all Indebtedness of the US Borrower and its Subsidiaries at
such time as determined on a consolidated  basis;  provided that for purposes of
this  definition,  the  amount of  Indebtedness  in  respect  of  Interest  Rate
Protection  Agreements  and Other  Hedging  Agreements  shall be at any time the
unrealized net loss position, if any, of the US Borrower and/or its Subsidiaries
thereunder on a  marked-to-market  basis determined no more than one month prior
to such time.

                  "Consolidated  Interest  Coverage  Ratio" shall mean,  for any
period,  the ratio of Consolidated  EBITDA to Consolidated  Interest Expense for
such period.

                  "Consolidated  Interest  Expense"  shall mean, for any period,
the total consolidated  interest expense of the US Borrower and its Subsidiaries
for such period  (calculated  without  regard to any  limitations on the payment
thereof)  plus,   without   duplication,   that  portion  of  Capitalized  Lease
Obligations of the US Borrower and its  Subsidiaries  representing  the interest
factor for such period;  provided that the  amortization  of deferred  financing
costs with respect to this  Agreement,  the Existing  Credit  Agreement  and the
Senior  Subordinated Notes shall be excluded from Consolidated  Interest Expense
to the extent same would otherwise have been included therein.

                  "Consolidated Net Income" shall mean, for any period,  the net
income  (or  loss) of the US  Borrower  and its  Subsidiaries  for such  period,
determined  on  a  consolidated   basis  (and  after   deductions  for  minority
interests),  provided that (i) the net income of any other Person

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<PAGE>

which is not a  Subsidiary  of the US  Borrower  or is  accounted  for by the US
Borrower by the equity method of accounting shall be included only to the extent
of the payment of cash dividends or distributions by such other Person to the US
Borrower or a Subsidiary thereof during such period,  (ii) the net income of any
Subsidiary  of the  US  Borrower  shall  be  excluded  to the  extent  that  the
declaration  or  payment of cash  dividends  or  similar  distributions  by that
Subsidiary  of that net income is not at the time  permitted by operation of the
terms of its charter or any  agreement,  instrument  or law  applicable  to such
Subsidiary;  and (iii) the net income (or loss) of any other Person  acquired by
such  specified  Person or a Subsidiary of such Person in a pooling of interests
transaction  for any  period  prior  to the  date of such  acquisition  shall be
excluded.

                  "Contingent  Obligation"  shall mean,  as to any  Person,  any
obligation of such Person as a result of such Person being a general  partner of
the  other  Person,   unless  the   underlying   obligation  is  expressly  made
non-recourse  as to such  general  partner,  and any  obligation  of such Person
guaranteeing  or intended to guarantee any  Indebtedness,  leases,  dividends or
other  obligations  ("primary  obligations")  of any other Person (the  "primary
obligor") in any manner,  whether  directly or  indirectly,  including,  without
limitation,  any obligation of such Person,  whether or not  contingent,  (i) to
purchase any such primary  obligation  or any  property  constituting  direct or
indirect security therefor, (ii) to advance or supply funds (x) for the purchase
or payment of any such primary  obligation or (y) to maintain working capital or
equity capital of the primary  obligor or otherwise to maintain the net worth or
solvency  of the primary  obligor,  (iii) to purchase  property,  securities  or
services  primarily  for the purpose of assuring  the owner of any such  primary
obligation of the ability of the primary obligor to make payment of such primary
obligation  or (iv)  otherwise  to assure or hold  harmless  the  holder of such
primary obligation against loss in respect thereof; provided,  however, that the
term  Contingent  Obligation  shall not include  endorsements of instruments for
deposit or  collection  in the ordinary  course of  business.  The amount of any
Contingent  Obligation  shall be deemed to be an amount  equal to the  stated or
determinable  amount  of  the  primary  obligation  in  respect  of  which  such
Contingent  Obligation  is made or, if not stated or  determinable,  the maximum
reasonably  anticipated  liability in respect  thereof  (assuming such Person is
required to perform thereunder) as determined by such Person in good faith.

                  "Continuing  Directors"  shall  mean the  directors  of the US
Borrower  on the  Effective  Date and each  other  director  if such  director's
nomination  for  election  to the  Board  of  Directors  of the US  Borrower  is
recommended by a majority of the then Continuing Directors.

                  "Credit  Documents"  shall mean this  Agreement and, after the
execution and delivery  thereof  pursuant to the terms of this  Agreement,  each
Note, each Subsidiaries Guaranty and each Security Document.

                  "Credit  Event"  shall  mean  the  making  of any  Loan or the
issuance of any Letter of Credit.

                  "Credit  Party" shall mean each  Borrower and each  Subsidiary
Guarantor.

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<PAGE>

                  "Default"  shall mean any event,  act or condition  which with
notice or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting  Lender"  shall  mean any Lender  with  respect to
which a Lender Default is in effect.

                  "Designated  Investment"  shall have the  meaning  provided in
Section 9.05(xiv).

                  "Dividend"  shall mean, with respect to any Person,  that such
Person has  declared or paid a dividend or  returned  any equity  capital to its
stockholders,  partners or members or authorized or made any other distribution,
payment or  delivery  of  property  (other  than  common  stock of such  Person,
Qualified  Preferred Stock of the US Borrower or rights to purchase common stock
of such Person or Qualified  Preferred  Stock of the US Borrower) or cash to its
stockholders,  partners or members as such, or redeemed,  retired,  purchased or
otherwise  acquired,  directly or indirectly,  for a consideration any shares of
any  class of its  capital  stock or any  partnership  or  membership  interests
outstanding on or after the Effective Date (or any options or warrants issued by
such Person with respect to its capital  stock),  or set aside any funds for any
of the foregoing  purposes,  or shall have permitted any of its  Subsidiaries to
purchase or otherwise acquire for a consideration any shares of any class of the
capital  stock  or any  partnership  or  membership  interests  of  such  Person
outstanding on or after the Effective Date (or any options or warrants issued by
such Person with respect to its capital stock).  Without limiting the foregoing,
"Dividends"  with respect to any Person shall also include all payments  made or
required to be made by such Person with respect to any stock appreciation rights
plans,  equity  incentive or  achievement  plans or any similar plans or setting
aside of any funds for the foregoing purposes.

                  "Dollar   Equivalent"   shall  mean,   at  any  time  for  the
determination  thereof,  (i) except as provided in clause (ii) below, the amount
of Dollars  which could be  purchased  with the amount of the  relevant  Foreign
Currency  involved in such  computation  at the spot  exchange  rate therefor as
quoted by the  Administrative  Agent as of 11:00 A.M.  (London time) on the date
two Business Days prior to the date of any determination thereof for purchase on
such date and (ii) for purposes of Section 13.07(d), the amount of Dollars which
could be purchased with the amount of the relevant Foreign Currency  involved in
such computation at the spot exchange rate therefor as quoted or utilized by the
Administrative  Agent on the date of any  determination  thereof for purchase on
such day.

                  "Dollar  Loan"  shall  mean  each   Swingline  Loan  and  each
Revolving Loan denominated in Dollars.

                  "Dollars" and the sign "$" shall each mean freely transferable
lawful money of the United States.

                  "Domestic Subsidiary" shall mean (i) each Subsidiary of the US
Borrower that is  incorporated  under the laws of the United States or any State
or  territory  thereof  and (ii)  each  Subsidiary  of the US  Borrower  that is
incorporated  or organized  outside the United  States or any

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State or  territory  thereof  but which is, or has  elected to be,  treated as a
partnership  or a  disregarded  entity  pursuant to the  provisions  of Treasury
Regulations Section 301.7701-3.

                  "Drawing" shall have the meaning provided in Section 2.05(b).

                  "Effective  Date" shall have the  meaning  provided in Section
13.10.

                  "Eligible  Transferee"  shall  mean and  include a  commercial
bank, an insurance company, a finance company, a financial institution, any fund
that  invests  in bank loans or,  with the  consent  of the US  Borrower  (which
consent shall not be unreasonably  withheld or delayed),  any other  "accredited
investor" (as defined in Regulation D of the Securities Act).

                  "EMU Legislation"  shall mean the legislative  measures of the
European Council for the introduction of, changeover to or operation of a single
or unified European currency.

                  "End Date" shall mean, for any Margin  Reduction  Period,  the
last day of such Margin Reduction Period.

                  "English  Borrower"  shall have the  meaning  provided  in the
first paragraph of this Agreement.

                  "Environmental  Claims" shall mean any and all administrative,
regulatory or judicial  actions,  suits,  demands,  demand letters,  directives,
claims,  liens,  notices  of  noncompliance  or  violation,   investigations  or
proceedings  relating in any way to any  Environmental Law or any permit issued,
or any approval given, under any such  Environmental Law (hereafter,  "Claims"),
including,  without  limitation,  (a) any  and all  Claims  by  governmental  or
regulatory authorities for enforcement,  cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable  Environmental  Law, and (b)
any  and  all  Claims  by  any  third  party  seeking   damages,   contribution,
indemnification,  cost recovery, compensation or injunctive relief in connection
with alleged injury or threat of injury to health, safety or the environment due
to the presence of Hazardous Materials.

                   "Environmental Law" shall mean any  Federal,  state,  foreign
or local statute, law, rule,  regulation,  ordinance,  code, guideline,  written
policy  and rule of common  law now or  hereafter  in effect and in each case as
amended, and any judicial or administrative  interpretation  thereof,  including
any judicial or administrative  order,  consent decree or judgment,  relating to
the environment,  employee health and safety or Hazardous Materials,  including,
without  limitation,  CERCLA;  RCRA; the Federal Water Pollution Control Act, 33
U.S.C.ss.  1251 et seq.; the Toxic Substances Control Act, 15 U.S.C.ss.  2601 et
seq.; the Clean Air Act, 42 U.S.C.ss. 7401 et seq.; the Safe Drinking Water Act,
42 U.S.C.ss.  3803 et seq.; the Oil Pollution Act of 1990, 33 U.S.C.ss.  2701 et
seq.;  the Emergency  Planning and the Community  Right-to-Know  Act of 1986, 42
U.S.C.ss. 11001 et seq.; the Hazardous Material Transportation Act, 49 U.S.C.ss.
1801 et seq.; the Occupational Safety and Health Act, 29 U.S.C.ss.  651 et seq.;
and any state and local or foreign counterparts or equivalents,  in each case as
amended from time to time.

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                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974,  as amended  from time to time,  and the  regulations  promulgated  and
rulings  issued  thereunder.  Section  references  to ERISA are to ERISA,  as in
effect on the Effective Date of this Agreement and any subsequent  provisions of
ERISA, amendatory thereof, supplemental thereto or substituted therefor.

                  "ERISA  Affiliate"  shall  mean each  person  (as  defined  in
Section 3(9) of ERISA) which  together  with the US Borrower or a Subsidiary  of
the US Borrower would be deemed to be a "single employer" (i) within the meaning
of  Section  414(b),  (c),  (m) or (o) of the Code or (ii) as a result of the US
Borrower  or a  Subsidiary  of the US  Borrower  being or having  been a general
partner of such person.

                  "Euro"  shall mean the single  currency  of the  participating
member states as described in any EMU Legislation.

                  "Euro   Equivalent"   shall   mean,   at  any   time  for  the
determination  thereof,  the amount of Euros which could be  purchased  with the
amount  of  Dollars  involved  in such  computation  at the spot  exchange  rate
therefor as quoted by the Administrative Agent as of 11:00 A.M. (London time) on
the date two Business  Days prior to the date of any  determination  thereof for
purchase on such date (or, in the case of any determination  pursuant to Section
29 of the Foreign Subsidiaries Guaranty, on the date of determination).

                  "Euro LIBOR" shall mean,  with respect to each Interest Period
applicable to any Foreign  Currency Loan  denominated in Euros, (i) the rate per
annum determined by the Administrative Agent at approximately 11:00 a.m. (London
time) on the date  which is two  Business  Days  prior to the  beginning  of the
relevant  Interest  Period by  reference  to page 3750 of the Dow Jones  Markets
Screen  and/or any  successor  page for  deposits in Euros for a period equal to
such  Interest  Period  (rounded,  if  necessary,  upward to the  nearest  whole
multiple of 1/16th of 1%), provided that, to the extent that an interest rate is
not ascertainable  pursuant to the foregoing provisions of this definition,  the
"Euro  LIBOR"  shall  be  the  interest   rate  per  annum   determined  by  the
Administrative  Agent to be the  rate  (rounded,  if  necessary,  upward  to the
nearest whole multiple of 1/16th of 1% per annum,  if such average is not such a
multiple)  per annum at which  deposits in Euros are  offered for such  relevant
Interest Period to major banks in the London interbank market in London, England
by BTCo at  approximately  11:00  a.m.  (London  time) on the date  which is two
Business Days prior to the beginning of such Interest  Period,  provided that in
the  event  the  Administrative  Agent has made any  determination  pursuant  to
Section 1.10(a)(i) in respect of Foreign Currency Loans denominated in Euros, or
in the  circumstances  described in clause (i) to the proviso to Section 1.10(b)
in respect of Foreign Currency Loans denominated in Euros, Euro LIBOR determined
pursuant  to  this  definition  shall  instead  be the  rate  determined  by the
Administrative Agent as the all-in-cost of funds for the Administrative Agent to
fund the respective  Foreign  Currency Loan denominated in Euros with maturities
comparable to the Interest Period applicable thereto.

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<PAGE>

                  "Euro Rate" shall mean (i) with respect to Dollar  Loans,  the
Eurodollar  Rate,  (ii) with respect to Foreign  Currency  Loans  denominated in
Euros,  Euro LIBOR, and (iii) with respect to Foreign Currency Loans denominated
in Pounds Sterling, Sterling LIBOR.

                  "Euro Rate Loan"  shall mean each  Revolving  Loan (other than
any such Revolving Loan incurred as a Base Rate Loan).

                  "Eurodollar Loan" shall mean each Revolving Loan designated as
such by the US  Borrower  at the time of the  incurrence  thereof or  conversion
thereto.

                  "Eurodollar  Rate" shall mean,  with respect to any Eurodollar
Loan for any  Interest  Period,  (a) the rate  appearing on Page 3750 of the Dow
Jones Telerate Screen (or on any successor or substitute page of such Screen, or
any  successor to or  substitute  for such  Screen,  providing  rate  quotations
comparable  to  those  currently  provided  on  such  page of  such  Screen,  as
determined  by the  Administrative  Agent  from  time to time  for  purposes  of
providing  quotations of interest  rates  applicable  to dollar  deposits in the
interbank  Eurodollar  market) at approximately  11:00 A.M. (New York time), two
Business Days prior to the commencement of such Interest Period, as the rate for
Dollar  deposits with a maturity  comparable to such Interest  Period,  provided
that in the event that such rate is not  available  at such time for any reason,
then this  component of the  "Eurodollar  Rate" with respect to such  Eurodollar
Loan for such  Interest  Period shall be the offered  quotation  to  first-class
banks in the interbank  Eurodollar market by BTCo for Dollar deposits of amounts
in immediately available funds comparable to the outstanding principal amount of
the Eurodollar  Loan of BTCo with  maturities  comparable to the Interest Period
applicable to such Eurodollar Loan commencing two Business Days thereafter as of
11:00 A.M.  (New York time) on the date which is two Business  Days prior to the
commencement  of such Interest  Period;  divided (and rounded upward to the next
whole  multiple of 1/16 of 1%) by (b) a percentage  equal to 100% minus the then
stated maximum rate of all reserve requirements (including,  without limitation,
any marginal,  emergency,  supplemental,  special or other reserves  required by
applicable  law)  applicable to any member bank of the Federal Reserve System in
respect of  Eurocurrency  funding or  liabilities as defined in Regulation D (or
any successor category of liabilities under Regulation D).

                  "Euro-zone"  shall  mean the  region  composed  of the  member
states as described in any EMU Legislation.

                  "Event of Default" shall have the meaning  provided in Section
10.

                  "Existing Credit  Agreement" shall mean the Credit  Agreement,
dated as of July 24, 1997, as amended and restated as of March 10, 1998,  and as
further amended,  modified or supplemented through the Effective Date, among the
US Borrower,  the lenders party  thereto,  U.S. Bank  National  Association,  as
Syndication Agent, First Union National Bank, as Documentation  Agent, and BTCo,
as Administrative Agent.

                  "Existing  Indebtedness"  shall have the  meaning  provided in
Section 7.21.

                  "Existing  Letters of Credit" shall have the meaning  provided
in Section 2.01(a).

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<PAGE>

                  "Federal Funds Rate" shall mean, for any period, a fluctuating
interest  rate equal for each day during such period to the weighted  average of
the rates on overnight  Federal Funds  transactions  with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next  preceding  Business Day) by the
Federal  Reserve Bank of New York,  or, if such rate is not so published for any
day which is a Business Day, the average of the  quotations for such day on such
transactions  received  by the  Administrative  Agent from three  Federal  Funds
brokers of recognized standing selected by the Administrative Agent.

                  "Fees" shall mean all amounts payable  pursuant to or referred
to in Section 3.01.

                  "Final Maturity Date" shall mean April 11, 2005.

                  "Foreign Borrower" shall mean each of the English Borrower and
the Irish Borrower.

                  "Foreign  Credit  Party" shall mean each Foreign  Borrower and
each Subsidiary Guarantor that also is a Wholly-Owned Foreign Subsidiary.

                  "Foreign Currency" shall mean (i) in the case of any Revolving
Loan,  Euros  and  Pounds  Sterling,  and  (ii) in the  case  of any  non-Dollar
denominated  Letter  of  Credit,  Euros,  Pounds  Sterling,   Canadian  Dollars,
Australian  Dollars  and such other  currencies  as may be  requested  by the US
Borrower  and  reasonably   acceptable  to  the  Administrative  Agent  and  the
respective Issuing Lender.

                  "Foreign   Currency  Loan"  shall  mean  each  Revolving  Loan
denominated in a Foreign Currency.

                  "Foreign  Pension Plan" shall mean any plan, fund  (including,
without   limitation,   any  superannuation   fund)  or  other  similar  program
established  or  maintained  outside  the  United  States of  America  by the US
Borrower  or any one or more of its  Subsidiaries  primarily  for the benefit of
employees of the US Borrower or such  Subsidiaries  residing  outside the United
States of America,  which  plan,  fund or other  similar  program  provides,  or
results  in,  retirement  income,  a  deferral  of  income in  contemplation  of
retirement or payments to be made upon termination of employment, and which plan
is not subject to ERISA or the Code.

                  "Foreign   Subsidiaries   Guaranty"  shall  have  the  meaning
provided in Section 5.10(b).

                  "Foreign  Subsidiary"  shall  mean each  Subsidiary  of the US
Borrower which is not a Domestic Subsidiary.

                  "Foreign  Subsidiary  Third Party  Borrowings"  shall have the
meaning provided in Section 9.04(v).

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<PAGE>

                  "Guaranteed  Creditors"  shall  mean and  include  each of the
Administrative  Agent, the Collateral  Agent,  each Lender and each party (other
than any Credit Party) party to an Interest Rate  Protection  Agreement or Other
Hedging  Agreement  with a Subsidiary of the US Borrower to the extent that such
party constitutes a Secured Creditor under the Security Documents.

                  "Guaranteed  Obligations"  shall  mean (i) the  principal  and
interest on each Note issued by each Foreign Borrower to each Lender,  and Loans
made to each Foreign  Borrower,  under this  Agreement,  together with all other
obligations  (including  obligations  which,  but for the  automatic  stay under
Section  362(a)  of the  Bankruptcy  Code,  would  become  due) and  liabilities
(including, without limitation,  indemnities, fees and interest thereon) of such
Foreign  Borrower to such Lender,  the  Administrative  Agent and the Collateral
Agent now existing or hereafter incurred under,  arising out of or in connection
with this  Agreement  and each  other  Credit  Document  to which  such  Foreign
Borrower  is a party and the due  performance  and  compliance  by such  Foreign
Borrower  with  all the  terms,  conditions  and  agreements  contained  in this
Agreement  and  each  such  other  Credit  Document  and  (ii)  all  obligations
(including obligations which, but for the automatic stay under Section 362(a) of
the Bankruptcy Code, would become due) and liabilities of each Subsidiary of the
US Borrower owing under any Interest Rate Protection  Agreement or Other Hedging
Agreement  entered into with any Lender or any  affiliate  thereof (even if such
Lender  subsequently  ceases to be a Lender under this Agreement for any reason)
so long  as  such  Lender  or  affiliate  participates  in  such  Interest  Rate
Protection  Agreement or Other Hedging Agreement,  and their subsequent assigns,
if any, whether now in existence or hereafter  arising,  and the due performance
and compliance by each such Subsidiary with all terms, conditions and agreements
contained therein.

                  "Guarantor"  shall  mean  each  of the US  Borrower  and  each
Subsidiary Guarantor.

                  "Guaranty"  shall mean and include each of the Parent Guaranty
and each Subsidiaries Guaranty.

                  "Hazardous   Materials"   shall  mean  (a)  any  petroleum  or
petroleum products, radioactive materials, asbestos in any form that is friable,
urea formaldehyde foam insulation,  transformers or other equipment that contain
dielectric fluid containing levels of polychlorinated  biphenyls, and radon gas;
(b) any  chemicals,  materials  or  substances  defined  as or  included  in the
definition of "hazardous  substances," "hazardous waste," "hazardous materials,"
"extremely   hazardous   substances,"   "restricted   hazardous  waste,"  "toxic
substances,"  "toxic  pollutants,"  "contaminants," or "pollutants," or words of
similar  import,  under  any  applicable  Environmental  Law;  and (c) any other
chemical, material or substance, the Release of which is prohibited,  limited or
regulated by any governmental authority.

                  "Indebtedness"   shall  mean,   as  to  any  Person,   without
duplication,  (i) all  indebtedness  (including  principal,  interest,  fees and
charges) of such Person for borrowed money or for the deferred purchase price of
property or services,  (ii) the maximum  amount  available to be drawn under all
letters of credit issued for the account of such Person and all unpaid  drawings
in  respect  of such  letters of  credit,  (iii) all  Indebtedness  of the types
described  in clause (i),  (ii),  (iv),

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<PAGE>

(v), (vi) or (vii) of this definition  secured by any Lien on any property owned
by such Person, whether or not such Indebtedness has been assumed by such Person
(provided,  that,  if the Person has not assumed or otherwise  become  liable in
respect  of such  Indebtedness,  such  Indebtedness  shall be deemed to be in an
amount equal to the fair market value of the property to which such Lien relates
as determined in good faith by such Person),  (iv) the aggregate amount required
to be  capitalized  under leases under which such Person is the lessee,  (v) all
obligations  of such  Person  to pay a  specified  purchase  price  for goods or
services,  whether or not delivered or accepted,  i.e.,  take-or-pay and similar
obligations,  (vi) all  Contingent  Obligations  of such  Person  and  (vii) all
obligations  under any Interest  Rate  Protection  Agreement,  any Other Hedging
Agreement or under any similar type of agreement. Notwithstanding the foregoing,
Indebtedness  shall not include trade payables and accrued expenses  incurred by
any Person in accordance with customary  practices and in the ordinary course of
business of such Person.

                  "Indebtedness  to be Refinanced"  shall mean all  Indebtedness
set forth on Schedule IX.

                  "Independent  Financial  Advisor"  shall mean a firm (i) which
does not, and whose directors, officers and employees or Affiliates do not, have
a direct or indirect  financial  interest in any Borrower and (ii) which, in the
judgment of the Board of Directors of the US Borrower,  is otherwise independent
and qualified to perform the task for which it is to be engaged.

                  "Initial  Foreign Credit Party" shall mean and include each of
the English  Borrower,  the Irish Borrower,  SITEL  Teleservices  Canada Inc., a
Canadian  corporation,  SITEL Consulting Limited, an English company,  Leiderman
and Roncoroni  Limited,  an English  company,  The Training  Works  Limited,  an
English company,  SITEL Kingston  Limited,  an English company,  SITEL Moor Park
Limited, an English company,  SITEL Stratford Limited, an English company, SITEL
UK Limited, an English company,  B's Telemarketing  Limited, an English company,
SITEL  Kingston  (Services)  Limited,  an  English  company,   SITEL  Moor  Park
(Services) Limited, an English company,  SITEL Stratford  (Services) Limited, an
English company, SITEL Iberica Teleservices, S.A., a Spanish company, Teleaction
Hispanica,  S.A., a Spanish company,  Telepromotion S.A., a Spanish company, and
SITEL Belgium NV, a Belgian company.

                  "Intercompany Loan" shall have the meaning provided in Section
9.05(ix).

                  "Intercompany  Note" shall mean a promissory note, in the form
of  Exhibit  L or  such  other  form  as may  be  reasonably  acceptable  to the
Administrative Agent, in either case evidencing Intercompany Loans.

                  "Interest  Determination Date" shall mean, with respect to any
Euro  Rate  Loan,  the  second  Business  Day prior to the  commencement  of any
Interest Period relating to such Euro Rate Loan.

                  "Interest  Period" shall have the meaning  provided in Section
1.09.

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<PAGE>

                  "Interest Rate Protection  Agreement"  shall mean any interest
rate swap agreement,  interest rate cap agreement,  interest  collar  agreement,
interest rate hedging agreement or other similar agreement or arrangement.

                  "Investment Reference Date" shall have the meaning provided in
Section 9.05(xiv).

                  "Investments" shall have the meaning provided in Section 9.05.

                  "Irish  Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Issuing Lender" shall mean BTCo and its affiliates (including
Deutsche  Bank AG, New York Branch) and any other Lender which at the request of
the US Borrower and with the consent of the Administrative Agent agrees, in such
Lender's sole discretion, to become an Issuing Lender for the purpose of issuing
Letters of Credit  pursuant to Section 2 (and/or any  lending  affiliate  of the
foregoing Persons performing obligations on its behalf).

                  "Judgment Currency" shall have the meaning provided in Section
13.17(a).

                  "Judgment  Currency  Conversion  Date"  shall have the meaning
provided in Section 13.17(a).

                  "L/C  Supportable  Obligations"  shall mean (i) obligations of
the US Borrower or any of its Subsidiaries with respect to workers compensation,
surety  bonds  and  other  similar  statutory  obligations,   (ii)  all  Foreign
Subsidiary  Third Party  Borrowings  and (iii) such other  obligations of the US
Borrower  or  any of  its  Subsidiaries  as  are  reasonably  acceptable  to the
respective Issuing Lender and otherwise permitted to exist pursuant to the terms
of  this  Agreement   (other  than   obligations  with  respect  to  the  Senior
Subordinated Notes).

                  "Leaseholds" of any Person shall mean all the right, title and
interest  of such  Person  as  lessee or  licensee  in,  to and under  leases or
licenses of land, improvements and/or fixtures.

                  "Lender"  shall  mean  each  financial  institution  listed on
Schedule I, as well as any Person which becomes a "Lender" hereunder pursuant to
Section 1.13 or 13.04(b).

                  "Lender  Default"  shall mean (i) the  refusal  (which has not
been  retracted) or the failure of a Lender to make available its portion of any
Borrowing required to be made available by it hereunder (including any Mandatory
Borrowing)  or to fund its portion of any  unreimbursed  payment  under  Section
2.04(c) or (ii) a Lender  having  notified in writing the  Borrowers  and/or the
Administrative  Agent  that such  Lender  does not  intend  to  comply  with its
obligations under Section 1.01(a), 1.01(c) or 2.04, in the case of either clause
(i) or  (ii)  as a  result  of  any  takeover  or  control  (including,  without
limitation,  as a result of the occurrence of any event of the type described in
Section  10.05 with  respect to such  Lender) of such  Lender by any  regulatory
authority or agency.

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<PAGE>

                  "Letter of Credit" shall have the meaning  provided in Section
2.01(a).

                  "Letter  of Credit  Fee" shall have the  meaning  provided  in
Section 3.01(b).

                  "Letter of Credit  Outstandings"  shall mean, at any time, the
sum of (i) the aggregate  Stated Amount of all outstanding  Letters of Credit at
such time and (ii) the amount of all Unpaid Drawings at such time.

                  "Letter of Credit Request" shall have the meaning  provided in
Section 2.03(a).

                  "Leverage  Ratio"  shall  mean,  at any  time,  the  ratio  of
Consolidated  Indebtedness  at such  time to  Consolidated  EBITDA  for the Test
Period then most recently ended,  provided that, for purposes of calculating the
Applicable  Margin,  the  foregoing  numerator  shall  instead be the sum of (I)
Consolidated  Indebtedness  (excluding Revolving Outstandings) at such time plus
(II) the average Revolving  Outstandings for the then most recently ended fiscal
quarter of the US Borrower.

                  "Lien"  shall  mean  any  mortgage,   pledge,   hypothecation,
assignment,  deposit  arrangement,   encumbrance,  lien  (statutory  or  other),
preference,  priority  or  other  security  agreement  of  any  kind  or  nature
whatsoever (including,  without limitation,  any conditional sale or other title
retention  agreement,  any financing or similar  statement or notice filed under
the UCC or any other similar  recording or notice statute,  and any lease having
substantially the same effect as any of the foregoing).

                  "Loan" shall mean each Revolving Loan and each Swingline Loan.

                  "Local  time"  shall  mean the local time in effect at (x) the
applicable  Notice  Office  (in the case of  Notices  of  Borrowing,  Notices of
Conversion and Letter of Credit Requests) and (y) the applicable  Payment Office
in the case of all payments and disbursements of Loans or Letters of Credit.

                  "Mandatory  Borrowing"  shall  have the  meaning  provided  in
Section 1.01(c).

                  "Mandatory  Cost" shall mean,  in relation to any Lender,  the
sum of (a) any fees or other amounts  payable by the relevant Lender in relation
to banking  supervision by the Financial  Services  Authority,  as determined in
accordance  with  Schedule  VIII,  and (b) the cost  imputed  to such  Lender of
compliance with any reserve asset  requirements of the European Central Bank (in
each case, without duplication of any other amounts required to be reimbursed to
such Lender pursuant to any other provision of this Agreement).

                  "Margin  Reduction  Period" shall mean each period which shall
commence  on the  date  occurring  after  the  Effective  Date  upon  which  the
respective  officer's  certificate is delivered  pursuant to Section 8.01(e) and
which  shall  end  on  the  date  of  actual  delivery  of  the  next  officer's
certificates  pursuant to Section  8.01(e) or the latest date on which such next
officer's certificate is required to be so delivered.

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<PAGE>

                  "Margin  Stock" shall have the meaning  provided in Regulation
U.

                  "Maximum Swingline Amount" shall mean $10,000,000.

                  "Minimum  Borrowing  Amount"  shall  mean (i) with  respect to
Revolving  Loans  maintained  as  Euro  Rate  Loans,  $1,000,000  (or  the  Euro
Equivalent or the Sterling Equivalent, as the case may be), (ii) with respect to
Revolving Loans maintained as Base Rate Loans,  $500,000, and (iii) with respect
to Swingline Loans, $250,000.

                  "NAIC"  shall  mean  the  National  Association  of  Insurance
Commissioners.

                  "Net Debt Proceeds" shall mean, with respect to any incurrence
of  Indebtedness  for borrowed  money,  the cash proceeds  (net of  underwriting
discounts and  commissions  and other  reasonable  costs  associated  therewith)
received  by the  respective  Person  from  the  respective  incurrence  of such
Indebtedness for borrowed money.

                  "Net  Equity  Proceeds"  shall  mean,  with  respect  to  each
issuance or sale of any equity by any Person or any capital contribution to such
Person,  the cash proceeds (net of  underwriting  discounts and  commissions and
other costs  associated  therewith)  received by such Person from the respective
sale or issuance of its equity or from the respective capital contribution.

                  "Net  Insurance  Proceeds"  shall  mean,  with  respect to any
Recovery Event, the cash proceeds (net of reasonable costs and taxes incurred in
connection  with such  Recovery  Event)  received  by the  respective  Person in
connection with the respective Recovery Event.

                  "Net Sale Proceeds"  shall mean, for any Asset Sale, the gross
cash proceeds  (including any cash received by way of deferred  payment pursuant
to a promissory  note,  receivable or otherwise,  but only as and when received)
received  from  such  Asset  Sale,  net of the  reasonable  costs  of such  sale
(including fees and commissions,  payments of unassumed  liabilities relating to
the  assets  sold  and  required  payments  of  any  Indebtedness   (other  than
Indebtedness which is secured under the Security  Documents) which is secured by
the  respective  assets  which were  sold),  and the  incremental  taxes paid or
payable as a result of such Asset Sale.

                  "Non-Defaulting  Lender"  shall mean and  include  each Lender
other than a Defaulting Lender.

                  "Note" shall mean each Revolving Note and the Swingline Note.

                  "Notice of  Borrowing"  shall  have the  meaning  provided  in
Section 1.03(a).

                  "Notice of  Conversion"  shall have the  meaning  provided  in
Section 1.06.

                  "Notice  Office"  shall mean (i) except as  provided in clause
(ii)  below,  the office of Bankers  Trust  Company,  as  Administrative  Agent,
located at One Bankers  Trust Plaza,  New York,  New York 10006,  with a copy to
Bankers Trust Company,  1 Appold Street,  Broadgate,  London EC2A HE, Attention:
Loans  Agency  Department  - Liz Keegan,  or such other office or offices as the
Administrative Agent may designate to the Borrowers and the Lenders

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from time to time, and (ii) in the case of Foreign Currency Loans, the office of
Bankers Trust Company,  1 Appold Street,  Broadgate,  London EC2A HE, Attention:
Loans Agency  Department - Liz Keegan,  with a copy to Bankers  Trust Company at
One Bankers Trust  Company,  New York,  New York 10006,  or such other office or
offices as the  Administrative  Agent may  designate  to the  Borrowers  and the
Lenders from time to time.

                  "Obligation  Currency"  shall  have the  meaning  provided  in
Section 13.17(a).

                  "Obligations"   shall   mean   all   amounts   owing   to  the
Administrative  Agent,  the Collateral  Agent,  any Issuing Lender or any Lender
pursuant to the terms of this Agreement or any other Credit Document.

                  "Other  Hedging  Agreement"  shall mean any  foreign  exchange
contracts,  currency  swap  agreements,  commodity  agreements  or other similar
agreements  or  arrangements  designed to protect  against the  fluctuations  in
currency values.

                  "Parent  Guaranty"  shall mean the guaranty of the US Borrower
pursuant to Section 14.

                  "Participant"  shall  have the  meaning  provided  in  Section
2.04(a).

                  "Payment  Office"  shall mean (i) except as provided in clause
(ii) below, the office of the Administrative  Agent located at One Bankers Trust
Plaza, New York, New York 10006 or such other office as the Administrative Agent
may designate to the  Borrowers  and the Lenders from time to time,  and (ii) in
the case of Foreign Currency Loans, the office of Bankers Trust Company, located
at 1 Appold Street,  Broadgate,  London EC2A HE, or such other office or offices
as the Administrative  Agent may designate to the Borrowers and the Lenders from
time to time.

                  "PBGC"  shall mean the Pension  Benefit  Guaranty  Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

                  "Percentage"  of any  Lender at any time shall mean a fraction
(expressed  as a  percentage)  the  numerator  of  which is the  Revolving  Loan
Commitment of such Lender at such time and the denominator of which is the Total
Revolving Loan  Commitment at such time,  provided that if the Percentage of any
Lender is to be determined  after the Total  Revolving Loan  Commitment has been
terminated,  then the Percentages of the Lenders shall be determined immediately
prior (and without giving effect) to such termination.

                  "Permitted  Acquisition" shall mean the negotiated acquisition
by the US Borrower or a Wholly-Owned Subsidiary thereof of assets constituting a
business, division or product line of any Person not already a Subsidiary of the
US Borrower or of 100% of the capital  stock or other  equity  interests  of any
such  Person  (including  by way of  merger  and  including  by  purchasing  the
remaining portion of the capital stock of any Person in which the US Borrower or
a Wholly-Owned  Subsidiary  already has an ownership interest and as a result of
which such Person shall become a  Wholly-Owned  Subsidiary  of the US Borrower),
which  Person  shall,  as a

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<PAGE>

result  of such  stock  or  other  equity  acquisition,  become  a  Wholly-Owned
Subsidiary  of the US Borrower (or shall be merged with and into a  Wholly-Owned
Subsidiary  of the US  Borrower)  (such  assets or Person are  referred to as an
"Acquired   Entity  or  Business"),   provided  that  (in  each  case)  (A)  the
consideration paid by the US Borrower or such Wholly-Owned  Subsidiary  consists
solely of cash  (including  proceeds of Loans),  the issuance or  incurrence  of
Indebtedness  otherwise  permitted by Section 9.04, the issuance of common stock
of the US Borrower or Qualified Preferred Stock of the US Borrower to the extent
no Default or Event of Default exists  pursuant to Section 10.10 or would result
therefrom and the  assumption/  acquisition of any  Indebtedness  (calculated at
face value) which is  permitted to remain  outstanding  in  accordance  with the
requirements  of Section 9.04, (B) in the case of the acquisition of 100% of the
capital  stock or other  equity  interests  of any Person  (including  by way of
merger and including by purchasing the remaining portion of the capital stock of
any Person in which the US Borrower or a Wholly-Owned  Subsidiary already has an
ownership  interest  and as a  result  of  which  such  Person  shall  become  a
Wholly-Owned  Subsidiary of the US  Borrower),  such Person shall own no capital
stock or other  equity  interests  of any other  Person  (other  than de minimis
amounts)  unless  either (x) such Person owns 100% of the capital stock or other
equity  interests  of such  other  Person  or (y) (1)  such  Person  and/or  its
Wholly-Owned  Subsidiaries own at least 75% of the  consolidated  assets of such
Person and its  Subsidiaries  and (2) any non-Wholly  Owned  Subsidiary or other
non-wholly  owned equity  interest of such Person was non-Wholly  Owned prior to
the date of such Permitted  Acquisition of such Person,  (C) the Acquired Entity
or Business  acquired pursuant to the respective  Permitted  Acquisition is in a
business  permitted  by  Section  9.14 and (D) all  applicable  requirements  of
Sections 8.14, 9.02 and 9.15 applicable to Permitted Acquisitions are satisfied.
Notwithstanding  anything to the contrary contained in the immediately preceding
sentence,  an  acquisition  which does not otherwise meet the  requirements  set
forth above in the  definition of  "Permitted  Acquisition"  shall  constitute a
Permitted  Acquisition  if, and to the extent,  the  Required  Lenders  agree in
writing,  prior  to  the  consummation  thereof,  that  such  acquisition  shall
constitute a Permitted Acquisition for purposes of this Agreement.

                  "Permitted  Liens" shall have the meaning  provided in Section
9.01.

                  "Person"  shall  mean  any  individual,   partnership,   joint
venture,  firm,  corporation,  association,  limited liability company, trust or
other  enterprise  or any  government  or political  subdivision  or any agency,
department or instrumentality thereof.

                  "Plan"  shall mean any pension plan as defined in Section 3(2)
of ERISA,  which is  maintained  or  contributed  to by (or to which there is an
obligation to contribute  of) the US Borrower or a Subsidiary of the US Borrower
or an ERISA Affiliate,  and each such plan for the five year period  immediately
following  the latest date on which the US Borrower,  or a Subsidiary  of the US
Borrower or an ERISA Affiliate  maintained,  contributed to or had an obligation
to contribute to such plan.

                  "Pledge  Agreement  Collateral" shall mean all "Collateral" as
defined in, or in which a security  interest has been  granted  pursuant to, any
Pledge Agreement.

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<PAGE>

                  "Pledge Agreements" shall have the meaning provided in Section
5.08.

                  "Pounds Sterling" shall mean freely  transferable lawful money
of the United Kingdom.

                  "Prime  Lending Rate" shall mean the rate which BTCo announces
from time to time as its prime  lending  rate,  the Prime Lending Rate to change
when and as such  prime  lending  rate  changes.  The  Prime  Lending  Rate is a
reference  rate and does not  necessarily  represent  the  lowest  or best  rate
actually charged to any customer.  BTCo may make commercial loans or other loans
at rates of interest at, above or below the Prime Lending Rate.

                  "Principal  Amount"  shall mean (i) the stated  amount of each
Swingline  Loan,  (ii) the stated amount of each Revolving  Loan  denominated in
Dollars, and/or (iii) the Dollar Equivalent of the stated amount of each Foreign
Currency Loan, as the context may require.

                  "Pro  Forma  Basis"  shall  mean,  in   connection   with  any
calculation  of compliance  with any financial  covenant or financial  term, the
calculation  thereof  after  giving  effect  on a pro  forma  basis  to (x)  the
incurrence of any Indebtedness  after the first day of the relevant  Calculation
Period as if such  Indebtedness  had been  incurred  (and the  proceeds  thereof
applied) on the first day of the relevant  Calculation Period, (y) the permanent
repayment of any  Indebtedness  after the first day of the relevant  Calculation
Period as if such  Indebtedness had been retired or redeemed on the first day of
the relevant Calculation Period and (z) the Permitted  Acquisition or Designated
Investment,  if any,  then  being  consummated  as well as any  other  Permitted
Acquisition  or  Designated  Investment  consummated  after the first day of the
relevant  Calculation  Period  and on or  prior  to the  date of the  respective
Permitted  Acquisition or Designated  Investment then being  effected,  with the
following rules to apply in connection therewith:

                 (i) all Indebtedness (x) incurred or issued after the first day
         of the  relevant  Calculation  Period  (whether  incurred  to finance a
         Permitted  Acquisition  or  a  Designated   Investment,   to  refinance
         Indebtedness  or  otherwise)  shall be deemed to have been  incurred or
         issued  (and the  proceeds  thereof  applied)  on the  first day of the
         respective  Calculation Period and remain outstanding  through the date
         of  determination  and (y)  permanently  retired or redeemed  after the
         first day of the  relevant  Calculation  Period shall be deemed to have
         been retired or redeemed on the first day of the respective Calculation
         Period and remain retired through the date of determination;

                (ii) all  Indebtedness  assumed to be  outstanding  pursuant  to
         preceding  clause (i) shall be deemed to have borne interest at (x) the
         rate applicable  thereto, in the case of fixed rate indebtedness or (y)
         the  rates  which  would  have  been  applicable   thereto  during  the
         respective  period  when same was  deemed  outstanding,  in the case of
         floating rate Indebtedness  (although  interest expense with respect to
         any Indebtedness for periods while same was actually outstanding during
         the  respective  period  shall be  calculated  using the  actual  rates
         applicable thereto while same was actually outstanding); and

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<PAGE>

               (iii) in making any determination of Consolidated  EBITDA, the US
         Borrower  may not take into  account  any pro  forma  cost  savings  or
         expenses  expected to be realized as part of any Permitted  Acquisition
         or  Designated  Investment,  whether  or not same  would  otherwise  be
         permitted to be accounted for as an  adjustment  pursuant to Article 11
         of Regulation S-X under the Securities Act.

                  "Projections"  shall mean the projections  which were prepared
by the US Borrower  for the period  ending on  December  31, 2004 and which were
delivered to the Lenders on or about March 15, 2000.

                  "Qualified  Preferred Stock" shall mean any preferred stock of
the US  Borrower  so long as the  terms of any such  preferred  stock (i) do not
contain any mandatory put, redemption,  repayment, sinking fund or other similar
provision  occurring  before  December  31,  2006,  (ii) do not require the cash
payment of dividends, (iii) do not contain any covenants, and (iv) are otherwise
reasonably satisfactory to the Administrative Agent.

                  "Quarterly  Payment  Date" shall mean the last Business Day of
each September, December, March and June occurring after the Effective Date.

                  "RCRA" shall mean the Resource  Conservation and Recovery Act,
as the same may be amended from time to time, 42 U.S.C. ss. 6901 et seq.

                  "Real Property" of any Person shall mean all the right,  title
and interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

                  "Recovery  Event" shall mean the receipt by the US Borrower or
any of its  Subsidiaries of any cash insurance  proceeds or condemnation  awards
payable (i) by reason of theft, loss, physical  destruction,  damage,  taking or
any  other  similar  event  with  respect  to any  property  or assets of the US
Borrower  or any of its  Subsidiaries  and (ii)  under any  policy of  insurance
required to be maintained under Section 8.03.

                  "Register" shall have the meaning provided in Section 13.15.

                  "Regulation  D"  shall  mean  Regulation  D of  the  Board  of
Governors of the Federal  Reserve  System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.

                  "Regulation  T"  shall  mean  Regulation  T of  the  Board  of
Governors of the Federal  Reserve  System as from time to time in effect and any
successor to all or a portion thereof.

                  "Regulation  U"  shall  mean  Regulation  U of  the  Board  of
Governors of the Federal  Reserve  System as from time to time in effect and any
successor to all or a portion thereof.

                  "Regulation  X"  shall  mean  Regulation  X of  the  Board  of
Governors of the Federal  Reserve  System as from time to time in effect and any
successor to all or a portion thereof.

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<PAGE>

                  "Release"  shall mean the disposing,  discharging,  injecting,
spilling,  pumping, leaking, leaching,  dumping, emitting,  escaping,  emptying,
pouring  or  migrating,  into or upon any land or  water  or air,  or  otherwise
entering into the environment.

                  "Relevant   Currency   Equivalent"   shall   mean  the  Dollar
Equivalent, the Euro Equivalent or the Sterling Equivalent, as the case may be.

                  "Replaced  Lender" shall have the meaning  provided in Section
1.13.

                  "Replacement  Lender"  shall  have  the  meaning  provided  in
Section 1.13.

                  "Reportable  Event"  shall mean an event  described in Section
4043(c)  of ERISA  with  respect  to a Plan that is subject to Title IV of ERISA
other than those  events as to which the 30-day  notice  period is waived  under
subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

                  "Required Lenders" shall mean  Non-Defaulting  Lenders the sum
of  whose  Revolving  Loan  Commitments  (or  after  the  termination   thereof,
outstanding  Revolving Loans and Percentages of outstanding  Swingline Loans and
Letter of Credit  Outstandings)  represent an amount greater than 50% of the sum
of the Total Revolving Loan  Commitment  less the Revolving Loan  Commitments of
all Defaulting  Lenders (or after the termination  thereof,  the sum of the then
total outstanding  Revolving Loans of  Non-Defaulting  Lenders and the aggregate
Percentages of Non-Defaulting  Lenders of the total outstanding  Swingline Loans
and Letter of Credit Outstandings at such time).

                  "Restricted   Payment"  shall  mean  (a)  any   authorization,
declaration  or payment of any Dividends  with respect to the US Borrower or any
of its  Subsidiaries,  or (b) the making (or the giving of any notice in respect
thereof)  by the US  Borrower  or any  of  its  Subsidiaries  of any  voluntary,
optional or mandatory  payment or prepayment on or redemption or acquisition for
value of (including,  without limitation,  by way of depositing with the trustee
with respect  thereto money or  securities  before due for the purpose of paying
when due) any of the Senior Subordinated Notes.

                  "Restricted  Payment  Reference  Date"  shall have the meaning
provided in Section 9.03(iii).

                  "Revolving  Loan" shall have the  meaning  provided in Section
1.01(a).

                  "Revolving Loan Commitment"  shall mean, for each Lender,  the
amount set forth  opposite such  Lender's name in Schedule I directly  below the
column  entitled  "Revolving  Loan  Commitment," as same may be (x) reduced from
time to time pursuant to Sections 3.02,  3.03 and/or 10, (y) increased from time
to time  pursuant to Section 3.04 or (z) adjusted  from time to time as a result
of assignments to or from such Lender pursuant to Section 1.13 or 13.04(b).

                  "Revolving  Note" shall have the  meaning  provided in Section
1.05(a).

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<PAGE>

                  "Revolving  Outstandings"  shall mean, at any time, the sum of
the aggregate  principal  amount of all Revolving Loans and Swingline Loans then
outstanding  plus the aggregate  amount of all Letter of Credit  Outstandings at
such time.

                  "SEC" shall have the meaning provided in Section 8.01(g).

                  "Section  4.04(b)(ii)  Certificate"  shall  have  the  meaning
provided in Section 4.04(b)(ii).

                  "Secured  Creditors" shall have the meaning assigned that term
in the Security Documents.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended, and the rules and regulations promulgated thereunder.

                  "Securities  Exchange Act" shall mean the Securities  Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.

                  "Security  Agreements"  shall  have the  meaning  provided  in
Section 5.09.

                  "Security Agreement Collateral" shall mean all "Collateral" as
defined in, or in which a security  interest has been  granted  pursuant to, any
Security Agreement.

                  "Security  Document"  shall  mean  and  include  each  of  the
Security  Agreements,  the Pledge  Agreements  and the  Additional  Security and
Guaranty Documents.

                  "Senior  Financial  Officer" of the US Borrower shall mean any
of the chief  financial  officer,  treasurer or corporate  controller  of the US
Borrower.

                  "Senior  Subordinated  Note  Documents"  shall mean the Senior
Subordinated  Note  Indenture,  the  Senior  Subordinated  Notes and each  other
document or agreement relating to the issuance of the Senior Subordinated Notes.

                  "Senior Subordinated Note Indenture" shall mean the Indenture,
dated  as of  March  10,  1998 by and  among  the US  Borrower,  the  Subsidiary
Guarantors party thereto and The First National Bank of Maryland, as trustee.

                  "Senior  Subordinated  Notes"  shall  mean  the US  Borrower's
9-1/4% Senior Subordinated Notes due 2006.

                  "Start Date" shall mean, with respect to any Margin  Reduction
Period, the first day of such Margin Reduction Period.

                  "Stated  Amount" of each Letter of Credit  shall mean,  at any
time,  the  maximum  amount  available  to be drawn  thereunder  (in  each  case
determined  without  regard to whether any  conditions  to drawing could then be
met);  provided that the "Stated Amount" of each Letter of Credit denominated in
a currency other than Dollars shall be, on any date of  calculation,  the

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<PAGE>

Dollar  Equivalent of the maximum amount available to be drawn in the respective
currency  thereunder  (determined  without  regard to whether any  conditions to
drawing could then be met).

                  "Sterling   Equivalent"  shall  mean,  at  any  time  for  the
determination  thereof,  the amount of Pounds  Sterling which could be purchased
with the amount of Dollars  involved in such  computation  at the spot  exchange
rate  therefor as quoted by the  Administrative  Agent as of 11:00 A.M.  (London
time) on the  date  two  Business  Days  prior to the date of any  determination
thereof for purchase on such date (or, in the case of any determination pursuant
to  Section  29  of  the  Foreign   Subsidiaries   Guaranty,   on  the  date  of
determination).

                  "Sterling  LIBOR" shall mean,  with  respect to each  Interest
Period for any Foreign  Currency Loan  denominated in Pounds  Sterling,  (i) the
rate per annum that  appears on page 3750 of the Dow Jones  Telerate  Screen (or
any successor page) for Pounds Sterling  deposits with maturities  comparable to
the Interest  Period  applicable  to the Foreign  Currency  Loans subject to the
respective  Interest  Period as of 11:00  a.m.  (London  time) on the date which
occurs two Business Days prior to the date of the proposed  commencement of such
Interest  Period or (ii) if such a rate does not  appear on page 3750 of the Dow
Jones  Telerate  Screen  (or any  successor  page),  the  offered  quotation  to
first-class banks in the London interbank market by the Administrative Agent for
Pounds Sterling deposits of amounts in immediately available funds comparable to
the  principal   amount  of  the  Foreign  Currency  Loan  to  be  made  by  the
Administrative Agent as part of such Borrowing with maturities comparable to the
Interest  Period  applicable  to such  Foreign  Currency  Loan as of 11:00  a.m.
(London  time) on the date which occurs two  Business  Days prior to the date of
the proposed  commencement of such Interest  Period,  provided that in the event
the  Administrative  Agent  has  made  any  determination  pursuant  to  Section
1.10(a)(i) in respect of Foreign Currency Loans  denominated in Pounds Sterling,
or in the  circumstances  described  in clause  (i) to the  proviso  to  Section
1.10(b) in respect of Foreign  Currency Loans  denominated  in Pounds  Sterling,
Sterling LIBOR determined  pursuant to this definition shall instead be the rate
determined  by the  Administrative  Agent as the  all-in-cost  of funds  for the
Administrative  Agent  to  fund  such  Foreign  Currency  Loan  with  maturities
comparable to the Interest Period applicable thereto.

                  "Subsidiaries Guaranty" shall mean each of the US Subsidiaries
Guaranty,  the Foreign  Subsidiaries  Guaranty and each Additional  Security and
Guaranty Document.

                  "Subsidiary" shall mean, as to any Person, (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary  voting power to elect a majority of the directors of such  corporation
(irrespective  of  whether  or not at the time  stock of any class or classes of
such  corporation  shall  have or  might  have  voting  power by  reason  of the
happening of any  contingency) is at the time owned by such Person and/or one or
more  Subsidiaries of such Person and (ii) any  partnership,  limited  liability
company, association,  joint venture or other entity in which such Person and/or
one or more  Subsidiaries  of such Person has more than a 50% equity interest at
the time;  provided that Grupo SITEL de Mexico, S.A. de C.V. shall be considered
a Subsidiary of the US Borrower  under this Agreement so long as the US Borrower
or a Wholly Owned  Subsidiary  thereof owns at least 49% of the equity  interest
thereof and controls the Board of Directors of such Person.

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<PAGE>

                  "Subsidiary   Guarantor"  shall  mean  (i)  each  Wholly-Owned
Domestic  Subsidiary of the US Borrower,  (ii) each Initial Foreign Credit Party
in its  capacity  as a  guarantor  and (iii)  each  other  Wholly-Owned  Foreign
Subsidiary  of  the  US  Borrower  required  to  execute  a  counterpart  of any
Subsidiaries Guaranty pursuant to the terms of this Agreement.

                  "Swingline Lender" shall mean BTCo.

                  "Swingline  Expiry  Date"  shall  mean that date which is five
Business Days prior to the Final Maturity Date.

                  "Swingline  Loan" shall have the  meaning  provided in Section
1.01(b).

                  "Swingline  Note" shall have the  meaning  provided in Section
1.05(a).

                  "Taxes" shall have the meaning provided in Section 4.04(a).

                  "Test Date" shall mean,  with  respect to any Start Date,  the
last day of the most recent fiscal quarter of the US Borrower ended  immediately
prior to such Start Date.

                  "Test  Period"  shall mean,  at any time,  each period of four
consecutive  fiscal  quarters of the US  Borrower  then last ended (in each case
taken as one accounting period).

                  "Total Revolving Loan Commitment" shall mean, at any time, the
sum of the Revolving Loan Commitments of each of the Lenders.

                  "Total  Unutilized  Revolving Loan Commitment"  shall mean, at
any time,  an amount  equal to the  remainder  of (x) the Total  Revolving  Loan
Commitment then in effect less (y) the sum of the aggregate  Principal Amount of
all Revolving Loans and Swingline Loans then outstanding plus the then aggregate
amount of all Letter of Credit Outstandings.

                  "Type" shall mean (i) in the case of a Dollar  Loan,  the type
of such Dollar Loan  determined  with regard to the interest  option  applicable
thereto,  i.e.,  whether a Base Rate Loan or a Eurodollar  Loan, and (ii) in the
case of a Foreign Currency Loan, the Approved  Currency of such Foreign Currency
Loan.

                  "UCC" shall mean the Uniform  Commercial  Code as from time to
time in effect in the relevant jurisdiction.

                  "Unfunded  Current  Liability"  of any  Plan  shall  mean  the
amount,  if any, by which the actuarial  present value of the  accumulated  plan
benefits under the Plan as of the close of its most recent plan year, determined
in accordance with actuarial  assumptions at such time consistent with Statement
of Financial Accounting Standards No. 87, exceeds the market value of the assets
allocable thereto.

                  "United States" and  "U.S." shall  each mean the United States
of America.

                  "Unpaid  Drawing"  shall  have  the  meaning  provided  for in
Section 2.05(a).

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<PAGE>

                  "Unutilized   Revolving  Loan  Commitment"  shall  mean,  with
respect to any Lender at any time,  such Lender's  Revolving Loan  Commitment at
such time less the sum of (i) the aggregate  outstanding Principal Amount of all
Revolving  Loans  made by such  Lender  at such  time  and  (ii)  such  Lender's
Percentage of the Letter of Credit Outstandings at such time.

                  "US  Borrower"  shall have the  meaning  provided in the first
paragraph of this Agreement.

                  "US Credit  Party" shall mean each of the US Borrower and each
Subsidiary Guarantor that is also a Wholly-Owned Domestic Subsidiary.

                  "US Subsidiaries  Guaranty" shall have the meaning provided in
Section 5.10(a).

                  "Wholly-Owned  Domestic  Subsidiary"  shall mean each Domestic
Subsidiary of the US Borrower that is also a  Wholly-Owned  Subsidiary of the US
Borrower.

                  "Wholly-Owned  Foreign  Subsidiary"  shall  mean each  Foreign
Subsidiary of the US Borrower that is also a  Wholly-Owned  Subsidiary of the US
Borrower.

                  "Wholly-Owned  Subsidiary"  shall mean, as to any Person,  (i)
any corporation  100% of whose capital stock (other than  director's  qualifying
shares) is at the time  owned by such  Person  and/or  one or more  Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, limited liability company,
association,  joint  venture or other entity in which such Person  and/or one or
more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such
time.

                  SECTION 12. The Administrative Agent.

                  12.01 Appointment.  The Lenders hereby  irrevocably  designate
BTCo as  Administrative  Agent  (for  purposes  of this  Section  12,  the  term
"Administrative  Agent" also shall  include BTCo in its  capacity as  Collateral
Agent  pursuant to the  Security  Documents  and any lending  affiliate  of BTCo
performing any of the duties or functions of the Administrative  Agent hereunder
or under any other Credit  Document) to act as specified herein and in the other
Credit Documents. Each Lender hereby irrevocably authorizes,  and each holder of
any  Note  by the  acceptance  of such  Note  shall  be  deemed  irrevocably  to
authorize,  the  Administrative  Agent to take such action on their behalf under
the  provisions  of this  Agreement,  the other Credit  Documents  and any other
instruments  and  agreements  referred to herein or therein and to exercise such
powers and to perform such duties  hereunder and thereunder as are  specifically
delegated  to or required of the  Administrative  Agent by the terms  hereof and
thereof and such other powers as are reasonably  incidental thereto  (including,
without  limitation,  acting on behalf of and for the account of each Lender and
each holder of any Note, in the creation,  execution,  perfection,  delivery and
enforcement of the Security Documents). The Administrative Agent may perform any
of its duties hereunder by or through its officers, directors, agents, employees
or affiliates.

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                  12.02  Nature of Duties.  The  Administrative  Agent shall not
have any duties or  responsibilities  except those  expressly  set forth in this
Agreement and in the other Credit Documents.  Neither the  Administrative  Agent
nor any of its officers,  directors,  agents,  employees or affiliates  shall be
liable for any action  taken or  omitted  by them  hereunder  or under any other
Credit Document or in connection herewith or therewith,  unless caused by its or
their  gross  negligence  or willful  misconduct  (as  determined  by a court of
competent  jurisdiction in a final and non-appealable  decision).  The duties of
the  Administrative  Agent shall be mechanical and administrative in nature; the
Administrative  Agent  shall not have by reason of this  Agreement  or any other
Credit Document a fiduciary  relationship in respect of any Lender or the holder
of any  Note;  and  nothing  in this  Agreement  or any other  Credit  Document,
expressed or implied,  is intended to or shall be so construed as to impose upon
the  Administrative  Agent any  obligations  in respect of this Agreement or any
other Credit Document except as expressly set forth herein or therein.

                  12.03  Lack  of   Reliance   on  the   Administrative   Agent.
Independently  and without reliance upon the  Administrative  Agent, each Lender
and the holder of each Note, to the extent it deemed or deems  appropriate,  has
made and shall  continue to make (i) its own  independent  investigation  of the
financial  condition  and affairs of the US  Borrower  and its  Subsidiaries  in
connection  with the making and the  continuance  of the Loans and the taking or
not taking of any action in  connection  herewith and (ii) its own  appraisal of
the  creditworthiness  of the US Borrower and its  Subsidiaries  and,  except as
expressly provided in this Agreement,  the  Administrative  Agent shall not have
any duty or  responsibility,  either  initially  or on a  continuing  basis,  to
provide  any  Lender  or the  holder  of any  Note  with  any  credit  or  other
information with respect thereto,  whether coming into its possession before the
making of the Loans or at any time or times thereafter. The Administrative Agent
shall  not be  responsible  to any  Lender  or the  holder  of any  Note for any
recitals,  statements,  information,  representations or warranties herein or in
any document,  certificate or other writing delivered in connection  herewith or
for  the  execution,   effectiveness,   genuineness,  validity,  enforceability,
perfection,  collectability,  priority or  sufficiency  of this Agreement or any
other Credit  Document or the  financial  condition of the US Borrower or any of
its  Subsidiaries  or be  required  to make any  inquiry  concerning  either the
performance or observance of any of the terms,  provisions or conditions of this
Agreement or any other Credit  Document,  or the  financial  condition of the US
Borrower or any of its  Subsidiaries  or the existence or possible  existence of
any Default or Event of Default.

                  12.04  Certain  Rights  of the  Administrative  Agent.  If the
Administrative Agent shall request instructions from the Required Lenders or all
of the Lenders,  as  applicable,  with  respect to any act or action  (including
failure to act) in connection with this Agreement or any other Credit  Document,
the  Administrative  Agent shall be entitled to refrain  from such act or taking
such  action  unless and until the  Administrative  Agent  shall  have  received
instructions from the Required Lenders or all of the Lenders, as applicable; and
the Administrative Agent shall not incur liability to any Lender by reason of so
refraining.  Without limiting the foregoing, no Lender or the holder of any Note
shall have any right of action whatsoever against the Administrative  Agent as a
result of the Administrative Agent acting or refraining from acting hereunder or
under any other  Credit  Document in  accordance  with the  instructions  of the
Required Lenders or all of the Lenders, as applicable.

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                  12.05 Reliance.  The Administrative Agent shall be entitled to
rely,  and  shall  be fully  protected  in  relying,  upon  any  note,  writing,
resolution,  notice,  statement,  certificate,  telex,  teletype  or  telecopier
message,  cablegram,  radiogram,  order or other  document or telephone  message
signed, sent or made by any Person that the Administrative  Agent believed to be
the proper  Person,  and, with respect to all legal  matters  pertaining to this
Agreement and any other Credit Document and its duties hereunder and thereunder,
upon advice of counsel selected by the Administrative Agent.

                  12.06 Indemnification.  To the extent the Administrative Agent
is not  reimbursed  and  indemnified by the US Borrower or any of the Subsidiary
Guarantors, the Lenders will reimburse and indemnify the Administrative Agent in
proportion to their respective  "percentage" as used in determining the Required
Lenders for and against any and all liabilities,  obligations,  losses, damages,
penalties,  claims,  actions,  judgments,  costs,  expenses or  disbursements of
whatsoever kind or nature which may be imposed on, asserted  against or incurred
by the  Administrative  Agent in  performing  its duties  hereunder or under any
other Credit Document or in any way relating to or arising out of this Agreement
or any other Credit  Document;  provided  that no Lender shall be liable for any
portion of such liabilities,  obligations,  losses, damages, penalties, actions,
judgments,   suits,  costs,   expenses  or  disbursements   resulting  from  the
Administrative  Agent's gross negligence or willful misconduct (as determined by
a court of competent jurisdiction in a final non-appealable decision).

                  12.07 The  Administrative  Agent in its  Individual  Capacity.
With respect to its obligation to make Loans, or issue or participate in Letters
of Credit, under this Agreement,  the Administrative Agent shall have the rights
and powers  specified herein for a "Lender" and may exercise the same rights and
powers as though it were not performing  the duties  specified  herein;  and the
term  "Lenders,"  "Required  Lenders,"  "holders of Notes" or any similar  terms
shall,   unless  the   context   clearly   otherwise   indicates,   include  the
Administrative  Agent in its individual  capacity.  The Administrative Agent and
its affiliates may accept deposits from, lend money to, and generally  engage in
any kind of  banking,  investment  banking,  trust or other  business  with,  or
provide debt financing,  equity capital or other services  (including  financial
advisory services) to, any Credit Party or any Affiliate of any Credit Party (or
any Person engaged in a similar  business with any Credit Party or any Affiliate
thereof) as if they were not performing  the duties  specified  herein,  and may
accept fees and other  consideration  from any Credit Party or any  Affiliate of
any Credit Party for services in  connection  with this  Agreement and otherwise
without having to account for the same to the Lenders.

                  12.08 Holders. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes  hereof unless and until
a written notice of the assignment, transfer or endorsement thereof, as the case
may be,  shall have been  filed  with the  Administrative  Agent.  Any  request,
authority  or consent of any Person who,  at the time of making such  request or
giving such authority or consent,  is the holder of any Note shall be conclusive
and binding on any subsequent holder,  transferee,  assignee or indorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

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                  12.09  Resignation  by  the  Administrative   Agent.  (a)  The
Administrative  Agent may  resign  from the  performance  of all its  respective
functions and duties  hereunder  and/or under the other Credit  Documents at any
time by giving 60 days' prior  written  notice to the Borrowers and the Lenders.
Such  resignation  shall  take  effect  upon  the  appointment  of  a  successor
Administrative  Agent  pursuant  to  clauses  (b) and (c) below or as  otherwise
provided below.

                  (b) Upon any such notice of resignation by the  Administrative
Agent,  the Required  Lenders  shall  appoint a successor  Administrative  Agent
hereunder  or  thereunder  who  shall  be a  commercial  bank or  trust  company
reasonably   acceptable  to  the  Borrowers,   which  acceptance  shall  not  be
unreasonably  withheld or delayed  (provided that the Borrowers'  approval shall
not be required if an Event of Default then exists).

                  (c) If a successor Administrative Agent shall not have been so
appointed within such 60 day period, the  Administrative  Agent with the consent
of the Borrowers  (which consent shall not be unreasonably  withheld or delayed,
provided  that the  Borrowers'  consent  shall  not be  required  if an Event of
Default then exists),  shall then appoint a successor  Administrative  Agent who
shall serve as Administrative  Agent hereunder or thereunder until such time, if
any,  as the  Required  Lenders  appoint  a  successor  Administrative  Agent as
provided above.

                  (d) If no successor  Administrative  Agent has been  appointed
pursuant  to clause (b) or (c) above by the 65th day after the date such  notice
of resignation was given by the Administrative Agent, the Administrative Agent's
resignation  shall become  effective and the Required  Lenders shall  thereafter
perform all the duties of the  Administrative  Agent hereunder  and/or under any
other Credit Document until such time, if any, as the Required Lenders appoint a
successor Administrative Agent as provided above.

                  12.10  Syndication and Documentation  Agents.  Notwithstanding
any other provision hereof, each of Bank of America,  N.A., as syndication agent
and First Union  National  Bank, as  documentation  agent,  in their  respective
capacities as such,  shall have no duties or  responsibilities  under the Credit
Documents and shall incur no liability  under this Agreement or the other Credit
Documents in such capacities.

                  SECTION 13.  Miscellaneous.
                               -------------

                  13.01  Payment of Expenses,  etc. The  Borrowers,  jointly and
severally, agree to: (i) whether or not the transactions herein contemplated are
consummated,  pay  all  reasonable  out-of-pocket  costs  and  expenses  of  the
Administrative  Agent (including,  without  limitation,  the reasonable fees and
disbursements of White & Case LLP and other counsel to the Administrative Agent)
in connection with the preparation, execution and delivery of this Agreement and
the other Credit Documents and the documents and instruments  referred to herein
and therein and any amendment,  waiver or consent relating hereto or thereto, of
the Administrative Agent in connection with its syndication efforts with respect
to this Agreement and of the  Administrative  Agent and, after the occurrence of
an Event of Default,  each of the Lenders in connection  with the enforcement of
this Agreement and the other Credit  Documents and the documents and instruments
referred  to  herein  and  therein  or in  connection  with any  refinancing  or
restructuring  of the credit  arrangements  provided under this Agreement in the
nature of a "work-out" or

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<PAGE>

pursuant to any insolvency or bankruptcy  proceedings  (including,  in each case
without  limitation,  the  reasonable  fees and  disbursements  of  counsel  and
consultants for the  Administrative  Agent and, after the occurrence of an Event
of  Default,   counsel  for  each  of  the  Lenders);  (ii)  pay  and  hold  the
Administrative  Agent,  each of the  Issuing  Lenders  and  each of the  Lenders
harmless from and against any and all present and future stamp, excise and other
similar documentary taxes with respect to the foregoing matters and save each of
the  Administrative  Agent,  each of the Issuing Lenders and each of the Lenders
harmless from and against any and all  liabilities  with respect to or resulting
from  any  delay or  omission  (other  than to the  extent  attributable  to the
Administrative Agent, such Issuing Lender or such Lender) to pay such taxes; and
(iii) indemnify the  Administrative  Agent, each Issuing Lender and each Lender,
and each of their respective officers,  directors,  employees,  representatives,
agents and  affiliates  from and hold each of them harmless  against any and all
liabilities,  obligations  (including  removal  or  remedial  actions),  losses,
damages,  penalties,  claims,  actions,  judgments,  suits, costs,  expenses and
disbursements   (including  reasonable  attorneys'  and  consultants'  fees  and
disbursements)  incurred  by,  imposed on or  assessed  against any of them as a
result of, or arising out of, or in any way related to, or by reason of, (a) any
investigation, litigation or other proceeding (whether or not the Administrative
Agent,  any Issuing  Lender or any Lender is a party  thereto and whether or not
such investigation, litigation or other proceeding is brought by or on behalf of
any Credit  Party)  related to the  entering  into  and/or  performance  of this
Agreement or any other Credit Document or the use of any Letter of Credit or the
proceeds of any Loans hereunder or the  consummation of any of the  transactions
contemplated  herein or in any other  Credit  Document or the exercise of any of
their rights or remedies  provided herein or in the other Credit  Documents,  or
(b) the actual or alleged  presence of Hazardous  Materials in the air,  surface
water or groundwater or on the surface or subsurface of any Real Property owned,
leased or at any time  operated by the US  Borrower or any of its  Subsidiaries,
the  generation,  storage,  transportation,  handling or  disposal of  Hazardous
Materials by the US Borrower or any of its Subsidiaries at any location, whether
or not owned,  leased or operated by the US Borrower or any of its Subsidiaries,
the non-compliance of any Real Property with foreign,  federal,  state and local
laws,  regulations,  and ordinances  (including  applicable permits  thereunder)
applicable to any Real Property, or any Environmental Claim asserted against the
US Borrower,  any of its  Subsidiaries or any Real Property owned,  leased or at
any time operated by the US Borrower or any of its Subsidiaries,  including,  in
each case, without limitation,  the reasonable fees and disbursements of counsel
and  other  consultants  incurred  in  connection  with any such  investigation,
litigation or other proceeding (but excluding any losses,  liabilities,  claims,
damages or  expenses to the extent  incurred by reason of the gross  negligence,
bad faith or willful  misconduct of the Person to be indemnified  (as determined
by a court of competent  jurisdiction in a final and non-appealable  decision)).
To the extent  that the  undertaking  to  indemnify,  pay or hold  harmless  the
Administrative  Agent,  any  Issuing  Lender  or any  Lender  set  forth  in the
preceding  sentence may be  unenforceable  because it is violative of any law or
public policy, the Borrowers shall make the maximum  contribution to the payment
and  satisfaction  of each of the indemnified  liabilities  which is permissible
under applicable law.

                  13.02  Right of  Setoff.  In  addition  to any  rights  now or
hereafter  granted  under  applicable  law  or  otherwise,  and  not  by  way of
limitation of any such rights, upon the occurrence and during the continuance of
an Event of Default,  each Lender is hereby  authorized at any time

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or from time to time, without  presentment,  demand,  protest or other notice of
any kind to any  Credit  Party or to any other  Person,  any such  notice  being
hereby  expressly  waived,  to set off and to appropriate  and apply any and all
deposits  (general or special)  and any other  Indebtedness  at any time held or
owing by such Lender (including, without limitation, by branches and agencies of
such Lender wherever  located) to or for the credit or the account of any Credit
Party against and on account of the  Obligations  and  liabilities of the Credit
Parties to such Lender  under this  Agreement  or under any of the other  Credit
Documents, including, without limitation, all interests in Obligations purchased
by such Lender pursuant to Section 13.06(b),  and all other claims of any nature
or  description  arising out of or  connected  with this  Agreement or any other
Credit Document,  irrespective of whether or not such Lender shall have made any
demand hereunder and although said Obligations, liabilities or claims, or any of
them, shall be contingent or unmatured.

                  13.03 Notices.  Except as otherwise expressly provided herein,
all notices and other communications  provided for hereunder shall be in writing
(including  telegraphic,  telex,  telecopier or cable communication) and mailed,
telegraphed,  telexed, telecopied,  cabled or delivered: if to any Credit Party,
at the address  specified  opposite its signature below or in the other relevant
Credit  Documents  (in  each  case  with a copy to the US  Borrower);  if to the
Lender,  at its address  specified on Schedule II; and if to the  Administrative
Agent,  at the Notice Office;  or, as to any Credit Party or the  Administrative
Agent,  at such other  address as shall be designated by such party in a written
notice to the other parties hereto and, as to each Lender, at such other address
as shall be  designated  by such Lender in a written  notice to the Borrower and
the  Administrative  Agent.  All such  notices and  communications  shall,  when
mailed,  telegraphed,  telexed,  telecopied,  or  cabled  or sent  by  overnight
courier,  be effective when  deposited in the mails,  delivered to the telegraph
company,  cable  company or  overnight  courier,  as the case may be, or sent by
telex  or   telecopier,   except  that   notices  and   communications   to  the
Administrative  Agent and any Borrower shall not be effective  until received by
the Administrative Agent or such Borrower, as the case may be.

                  13.04 Benefit of Agreement; Assignments;  Participations.  (a)
This  Agreement  shall be  binding  upon  and  inure  to the  benefit  of and be
enforceable  by the  respective  successors  and assigns of the parties  hereto;
provided,  however,  no Credit  Party may assign or transfer  any of its rights,
obligations or interest  hereunder  without the prior written consent of each of
the Lenders and,  provided  further,  that,  although  any Lender may  transfer,
assign or grant participations in its rights hereunder, such Lender shall remain
a "Lender" for all purposes hereunder (and may not transfer or assign all or any
portion  of its  Revolving  Loan  Commitment  hereunder  except as  provided  in
Sections 1.13 and 13.04(b)) and the transferee,  assignee or participant, as the
case may be, shall not constitute a "Lender"  hereunder and,  provided  further,
that no  Lender  shall  transfer  or grant  any  participation  under  which the
participant  shall have  rights to approve  any  amendment  to or waiver of this
Agreement or any other Credit  Document  except to the extent such  amendment or
waiver would (i) extend the final scheduled maturity of any Revolving Loan, Note
or Letter of Credit  (unless  such Letter of Credit is not  extended  beyond the
Final Maturity Date) in which such participant is  participating,  or reduce the
rate or extend  the time of  payment  of  interest  or Fees  thereon  (except in
connection  with a waiver  of  applicability  of any  post-default  increase  in
interest rates) or reduce the principal amount thereof

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(it  being  understood  that any  amendment  or  modification  to the  financial
definitions  in this  Agreement or to Section  13.07(a)  shall not  constitute a
reduction  in the rate of interest or Fees payable  hereunder),  or increase the
amount of the participant's participation over the amount thereof then in effect
(it being  understood  that a waiver of any  Default or Event of Default or of a
mandatory  reduction in the Total Revolving Loan Commitment shall not constitute
a  change  in the  terms of such  participation,  and  that an  increase  in any
Revolving  Loan  Commitment  or Revolving  Loan shall be  permitted  without the
consent of any participant if the  participant's  participation is not increased
as a result thereof), (ii) consent to the assignment or transfer by any Borrower
of any of its rights and  obligations  under this Agreement or (iii) release all
or  substantially  all of the  Collateral  (except as expressly  provided in the
Credit  Documents)  supporting the Loans hereunder in which such  participant is
participating. In the case of any such participation,  the participant shall not
have any rights under this  Agreement or any of the other Credit  Documents (the
participant's  rights against such Lender in respect of such participation to be
those  set  forth  in the  agreement  executed  by such  Lender  in favor of the
participant relating thereto) and all amounts payable by the Borrowers hereunder
shall be determined as if such Lender had not sold such participation.

                  (b) Notwithstanding  the foregoing,  any Lender (or any Lender
together with one or more other  Lenders) may (x) assign all or a portion of its
Revolving Loan Commitment and related outstanding  Obligations  hereunder to (i)
its parent  company  and/or any  affiliate  of such Lender which is at least 50%
owned by such Lender or its parent  company or to one or more Lenders or (ii) in
the case of any Lender that is a fund that invests in bank loans, any other fund
that  invests in bank  loans and is  managed  or advised by the same  investment
advisor of such  Lender or by an  Affiliate  of such  investment  advisor or (y)
assign all, or if less than all, a portion  equal to at least  $5,000,000 in the
aggregate for the assigning Lender or assigning Lenders,  of such Revolving Loan
Commitment or Revolving Loan  Commitments  and related  outstanding  Obligations
hereunder to one or more Eligible Transferees (treating any fund that invests in
bank  loans and any other  fund that  invests  in bank  loans and is  managed or
advised by the same  investment  advisor of such fund or by an Affiliate of such
investment  advisor as a single  Eligible  Transferee),  each of which assignees
shall become a party to this Agreement as a Lender by execution of an Assignment
and  Assumption  Agreement,  provided that, (i) at such time Schedule I shall be
deemed modified to reflect the Revolving Loan Commitments of such new Lender and
of the existing Lenders, (ii) upon the surrender of the relevant Revolving Notes
by the  assigning  Lender (or, upon such  assigning  Lender's  indemnifying  the
applicable  Borrower or  Borrowers  for any lost  Revolving  Note  pursuant to a
customary indemnification  agreement) new Revolving Notes will be issued, at the
Borrowers'  expense,  to such new Lender and to the  assigning  Lender  upon the
request of such new Lender or assigning Lender, such new Revolving Note to be in
conformity   with  the   requirements   of  Section   1.05   (with   appropriate
modifications)  to the  extent  needed to reflect  the  revised  Revolving  Loan
Commitments  and/or  outstanding  Revolving Loans, as the case may be, (iii) the
consent of the  Administrative  Agent shall be required in  connection  with any
assignment to an Eligible Transferee pursuant to clause (y) above (which consent
shall not be unreasonably  withheld or delayed),  (iv) the Administrative  Agent
shall  receive  at the  time of each  such  assignment,  from the  assigning  or
assignee Lender,  the payment of a  non-refundable  assignment fee of $3,500 and
(v) no such  transfer or  assignment  will be  effective  until  recorded by the
Administrative Agent on the Register pursuant to Section 13.15. To the extent of
any

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assignment  pursuant to this Section  13.04(b),  the  assigning  Lender shall be
relieved of its  obligations  hereunder  with respect to its assigned  Revolving
Loan  Commitment,  its  outstanding  Revolving  Loans and its  other  obligation
hereunder.  In the  case  of  Loans  to the US  Borrower,  at the  time  of each
assignment of such Loan  pursuant to this Section  13.04(b) to a Person which is
not already a Lender  hereunder,  which is not a United  States  person (as such
term is defined  in  Section  7701(a)(30)  of the Code) for  Federal  income tax
purposes,  the respective  assignee Lender shall, to the extent legally entitled
to do so, provide to the US Borrower the  appropriate  Internal  Revenue Service
Forms (and,  if  applicable,  a Section  4.04(b)(ii)  Certificate)  described in
Section 4.04(b).  In the case of Loans to the English  Borrower,  at the time of
each assignment of such Loan pursuant to this Section 13.04(b) to a Person which
is not already a Lender hereunder, which is not a resident of the United Kingdom
for United Kingdom tax purposes,  the respective  assignee  Lender shall, to the
extent  legally  entitled  to  do  so,  provide  to  the  English  Borrower  the
appropriate  forms,  declarations  or other  certification  described in Section
4.04(c).  In the  case of  Loans  to the  Irish  Borrower,  at the  time of each
assignment of such Loan  pursuant to this Section  13.04(b) to a Person which is
not already a Lender hereunder, which is not a resident of Ireland for Irish tax
purposes,  the respective  assignee Lender shall, to the extent legally entitled
to do so, provide to the Irish Borrower the appropriate  certificate or document
described in Section  4.04(d).  To the extent that an  assignment  of all or any
portion  of  a  Lender's  Revolving  Loan  Commitment  and  related  outstanding
Obligations pursuant to Section 1.13 or this Section 13.04(b) would, at the time
of such  assignment,  result in increased costs under Section 1.10, 2.06 or 4.04
from  those  being  charged by the  respective  assigning  Lender  prior to such
assignment,  then the  Borrowers  shall not be obligated  to pay such  increased
costs  (although the  Borrowers,  in  accordance  with and pursuant to the other
provisions  of this  Agreement,  shall be obligated  to pay any other  increased
costs of the type described  above  resulting from changes after the date of the
respective assignment).

                  (c) Nothing in this  Agreement  shall  prevent or prohibit any
Lender from pledging its  Revolving  Loans and  Revolving  Notes  hereunder to a
Federal  Reserve  Bank in support of  borrowings  made by such  Lender from such
Federal  Reserve Bank and,  with the consent of the  Administrative  Agent,  any
Lender which is a fund may pledge all or any portion of its Revolving  Loans and
Revolving Notes to its trustee in support of its obligations to its trustee.  No
pledge pursuant to this clause (c) shall release the transferor  Lender from any
of its obligations hereunder.

                  13.05 No Waiver;  Remedies Cumulative.  No failure or delay on
the part of the  Administrative  Agent, the Collateral Agent, any Issuing Lender
or any Lender in exercising any right, power or privilege hereunder or under any
other Credit Document and no course of dealing between any Borrower or any other
Credit Party and the  Administrative  Agent,  the Collateral  Agent, any Issuing
Lender or any Lender shall operate as a waiver thereof;  nor shall any single or
partial exercise of any right,  power or privilege  hereunder or under any other
Credit Document  preclude any other or further  exercise thereof or the exercise
of any other right,  power or privilege  hereunder  or  thereunder.  The rights,
powers and remedies  herein or in any other Credit Document  expressly  provided
are  cumulative  and not exclusive of any rights,  powers or remedies  which the
Administrative  Agent,  the Collateral  Agent,  any Issuing Lender or any Lender
would  otherwise  have.  No notice to or demand on any Credit  Party in any case
shall  entitle  any  Credit

                                      102
<PAGE>

Party to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the rights of the Administrative Agent, the Collateral
Agent,  any Issuing  Lender or any Lender to any other or further  action in any
circumstances without notice or demand.

                  13.06 Payments Pro Rata.  (a) Except as otherwise  provided in
this Agreement,  the Administrative Agent agrees that promptly after its receipt
of each payment from or on behalf of any Borrower in respect of any  Obligations
hereunder,  it shall  distribute  such  payment to the  Lenders  (other than any
Lender  that has  consented  in  writing to waive its pro rata share of any such
payment) pro rata based upon their respective shares, if any, of the Obligations
with respect to which such payment was received.

                  (b) Each of the Lenders  agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or banker's lien, by  counterclaim  or cross
action,  by  the  enforcement  of any  right  under  the  Credit  Documents,  or
otherwise),  which is applicable to the payment of the principal of, or interest
on, the Revolving  Loans,  Unpaid Drawings,  Commitment  Commission or Letter of
Credit Fees,  of a sum which with respect to the related sum or sums received by
other Lenders is in a greater  proportion than the total of such Obligation then
owed and due to such Lender bears to the total of such  Obligation then owed and
due to all of the Lenders  immediately  prior to such receipt,  then such Lender
receiving  such excess  payment  shall  purchase  for cash  without  recourse or
warranty from the other Lenders an interest in the Obligations of the respective
Credit Party to such  Lenders in such amount as shall  result in a  proportional
participation  by all the Lenders in such  amount;  provided  that if all or any
portion of such excess amount is  thereafter  recovered  from such Lender,  such
purchase  shall be rescinded  and the purchase  price  restored to the extent of
such recovery, but without interest.

                  (c) Notwithstanding anything to the contrary contained herein,
the  provisions of the preceding  Sections  13.06(a) and (b) shall be subject to
the express  provisions of this Agreement  which require,  or permit,  differing
payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

                  13.07  Calculations;  Computations;  Accounting Terms. (a) The
financial  statements  to be furnished to the Lenders  pursuant  hereto shall be
made and prepared in accordance with generally accepted accounting principles in
the United States  consistently  applied throughout the periods involved (except
as set forth in the notes thereto or as otherwise disclosed in writing by the US
Borrower to the Lenders);  provided that,  (i) except as otherwise  specifically
provided  herein,  all  computations  and all  definitions  used in  determining
compliance with Sections 9.07 through 9.10, inclusive,  shall utilize accounting
principles and policies in conformity  with those used to prepare the historical
financial  statements of the US Borrower referred to in Section 7.05(a) and (ii)
the  aggregate  Stated  Amount of all  Letters  of Credit  issued in  support of
Foreign  Subsidiary  Third Party Borrowings (and the interest expense related to
such Letters of Credit) shall be excluded from the  calculation of the financial
covenants  set forth in Sections  9.08 and 9.09 to the  extent,  but only to the
extent,  of the outstanding  principal  amount of such Foreign  Subsidiary Third
Party  Borrowings  at the  time of any  such  calculation.

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<PAGE>

Notwithstanding the foregoing,  to the extent expressly required pursuant to the
provisions of this Agreement,  certain calculations shall be made on a Pro Forma
Basis.

                  (b) All  computations of interest,  Commitment  Commission and
other  Fees  hereunder  shall be made on the basis of a year of 360 days (or 365
days in the case of Foreign  Currency Loans  denominated in Pounds Sterling) for
the actual number of days  (including  the first day but excluding the last day;
except  that in the case of  Letter  of  Credit  Fees,  the  last  day  shall be
included) occurring in the period for which such interest, Commitment Commission
or other Fees are payable.

                  (c) Except as provided in Section  13.07(d),  for  purposes of
this Agreement,  the Dollar  Equivalent of each Loan that is a Foreign  Currency
Loan and each  Letter  of Credit  denominated  in a  Foreign  Currency  shall be
calculated on the date when any such Foreign  Currency Loan is made or Letter of
Credit is  issued,  on the second  Business  Day of each month and at such other
times as may be designated by the  Administrative  Agent. Such Dollar Equivalent
shall  remain in effect  until the same is  recalculated  by the  Administrative
Agent as  provided  above and notice of such  recalculation  is  received by the
Borrowers,  it being  understood that until such notice is received,  the Dollar
Equivalent shall be that Dollar  Equivalent as last reported to the Borrowers by
the  Administrative  Agent. The  Administrative  Agent shall promptly notify the
Borrowers and the Lenders of each such determination of the Dollar Equivalent.

                  (d)  For  the  purposes  of  determining   the  US  Borrower's
obligation  to  reimburse  in  Dollars  a  Drawing  under  a  Letter  of  Credit
denominated in a Foreign Currency (and each Participant's obligation to fund its
Participation  with  respect to any such Letter of Credit),  such  determination
shall be made by the Administrative Agent by converting the amount of the Unpaid
Drawing into Dollars based on the Dollar Equivalent  thereof on the day on which
the Drawing is honored by the  respective  Issuing  Lender.  For the purposes of
determining the US Borrower's obligation to pay Letter of Credit Fees and Facing
Fees with respect to Letters of Credit  denominated in a Foreign Currency,  such
determination  shall be made by using the Dollar  Equivalent in effect from time
to time  during  the term of any such  Letter  of Credit  as  determined  by the
provisions of Section 13.07(c).

                  13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER
OF JURY TRIAL.  (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND  OBLIGATIONS  OF THE  PARTIES  HEREUNDER  AND  THEREUNDER  SHALL,  EXCEPT AS
EXPRESSLY  PROVIDED IN CERTAIN OF THE OTHER  CREDIT  DOCUMENTS,  BE CONSTRUED IN
ACCORDANCE  WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.  ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
MAY BE BROUGHT  IN THE  COURTS OF THE STATE OF NEW YORK OR OF THE UNITED  STATES
FOR THE SOUTHERN  DISTRICT OF NEW YORK,  AND, BY EXECUTION  AND DELIVERY OF THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT, EACH BORROWER HEREBY IRREVOCABLY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY,  GENERALLY AND  UNCONDITIONALLY,  THE

                                      104

<PAGE>

JURISDICTION OF THE AFORESAID COURTS.  EACH BORROWER HEREBY FURTHER  IRREVOCABLY
WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK  PERSONAL  JURISDICTION  OVER IT, AND
AGREES NOT TO PLEAD OR CLAIM,  IN ANY LEGAL  ACTION  PROCEEDING  WITH RESPECT TO
THIS   AGREEMENT  OR  ANY  OTHER  CREDIT   DOCUMENTS   BROUGHT  IN  ANY  OF  THE
AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER IT. EACH
BORROWER  FURTHER  IRREVOCABLY  CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF
THE  AFOREMENTIONED  COURTS IN ANY SUCH ACTION OR  PROCEEDING  BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,  POSTAGE  PREPAID,  TO IT AT ITS
ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE
30 DAYS AFTER SUCH  MAILING.  IN  ADDITION,  EACH  BORROWER  HEREBY  IRREVOCABLY
DESIGNATES,  APPOINTS AND EMPOWERS CT  CORPORATION  SYSTEM,  WITH OFFICES ON THE
DATE HEREOF LOCATED AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011, AS ITS AGENT
FOR  SERVICE  OF  PROCESS IN  RESPECT  OF ANY SUCH  ACTION OR  PROCEEDING.  EACH
BORROWER HEREBY  IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND
FURTHER  IRREVOCABLY  WAIVES  AND  AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR
PROCEEDING  COMMENCED  HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE
OF PROCESS WAS IN ANY WAY INVALID OR  INEFFECTIVE.  NOTHING  HEREIN SHALL AFFECT
THE RIGHT OF THE AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL  PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION.

                  (b) EACH  BORROWER  HEREBY  IRREVOCABLY  WAIVES ANY  OBJECTION
WHICH  IT MAY  NOW OR  HEREAFTER  HAVE  TO THE  LAYING  OF  VENUE  OF ANY OF THE
AFORESAID  ACTIONS OR  PROCEEDINGS  ARISING  OUT OF OR IN  CONNECTION  WITH THIS
AGREEMENT  OR ANY OTHER  CREDIT  DOCUMENT  BROUGHT IN THE COURTS  REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY  FURTHER  IRREVOCABLY,  TO THE EXTENT  PERMITTED  BY
APPLICABLE  LAW,  WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
ANY SUCH ACTION OR  PROCEEDING  BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

                  (c) EACH OF THE PARTIES TO THIS AGREEMENT  HEREBY  IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,  PROCEEDING  OR  COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT,  THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  13.09  Counterparts.  This  Agreement  may be  executed in any
number  of  counterparts  and  by  the  different  parties  hereto  on  separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the

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<PAGE>

same instrument.  A set of counterparts executed by all the parties hereto shall
be lodged with the Borrowers and the Administrative Agent.

                  13.10 Effectiveness.  This Agreement shall become effective on
the date (the "Effective Date") on which (i) each Borrower,  the  Administrative
Agent and the Lenders shall have signed a counterpart  hereof  (whether the same
or  different   counterparts)   and  shall  have   delivered  the  same  to  the
Administrative Agent at the Notice Office or, in the case of the Lenders,  shall
have  given to the  Administrative  Agent  telephonic  (confirmed  in  writing),
written or telex  notice  (actually  received)  at such office that the same has
been signed and mailed to it and (ii) the  conditions set forth in Section 5 are
met to the satisfaction of the  Administrative  Agent and the Required  Lenders.
Unless the Administrative  Agent has received actual notice from any Lender that
the  conditions  contained  in Section 5 have not been met to its  satisfaction,
upon  the  satisfaction  of  the  condition  described  in  clause  (i)  of  the
immediately  preceding sentence and upon the  Administrative  Agent's good faith
determination  that the conditions  described in clause (ii) of the  immediately
preceding sentence have been met, then the Effective Date shall have been deemed
to have occurred, regardless of any subsequent determination that one or more of
the  conditions  thereto  had not  been  met  (although  the  occurrence  of the
Effective  Date shall not release any Borrower from any liability for failure to
satisfy one or more of the  applicable  conditions  contained in Section 5). The
Administrative  Agent will give each  Borrower  and each Lender  prompt  written
notice of the occurrence of the Effective Date.

                  13.11  Headings  Descriptive.  The  headings  of  the  several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

                  13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor
any other  Credit  Document  nor any terms  hereof or  thereof  may be  changed,
waived,  discharged  or  terminated  unless such  change,  waiver,  discharge or
termination is in writing signed by the respective  Credit Parties party thereto
and the Required  Lenders,  provided that no such change,  waiver,  discharge or
termination shall,  without the consent of each Lender directly affected thereby
(other than a Defaulting Lender), (i) extend the final scheduled maturity of any
Loan or Note or extend the stated expiration date of any Letter of Credit beyond
the Final  Maturity  Date,  or reduce  the rate or extend the time of payment of
interest or Fees thereon,  or reduce the principal amount thereof (except to the
extent repaid in cash) (it being  understood  that any amendment or modification
to the financial  definitions in this Agreement or to Section 13.07(a) shall not
constitute  a reduction in the rate of interest or Fees for the purposes of this
clause (i) so long as the principal  purpose of such  amendment or  modification
was  not  to  reduce  the  rate  of  interest  or  Fees),  (ii)  release  all or
substantially all of the Collateral  (except as expressly provided in the Credit
Documents),  (iii) amend,  modify or waive any  provision of this Section  13.12
(except for technical amendments with respect to additional extensions of credit
pursuant to this  Agreement  which  afford the  protections  to such  additional
extensions of credit of the type provided to the Revolving  Loan  Commitments on
the Effective Date),  (iv) reduce the percentage  specified in the definition of
Required  Lenders (it being  understood  that,  with the consent of the Required
Lenders,  additional  extensions  of credit  pursuant to this  Agreement  may be
included in the  determination of the Required Lenders on substantially the same
basis as the Revolving Loan

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<PAGE>

Commitments are included on the Effective Date) or (v) consent to the assignment
or transfer  by any  Borrower  of any of its rights and  obligations  under this
Agreement;   provided  further,  that  no  such  change,  waiver,  discharge  or
termination  shall (v) increase the Revolving Loan Commitment of any Lender over
the amount  thereof then in effect  without the consent of such Lender (it being
understood that waivers or  modifications  of conditions  precedent,  covenants,
Defaults or Events of Default or of a mandatory reduction in the Total Revolving
Loan  Commitment  shall  not  constitute  an  increase  of  the  Revolving  Loan
Commitment of any Lender,  and that an increase in the available  portion of any
Revolving Loan  Commitment of any Lender shall not constitute an increase of the
Revolving  Loan  Commitment  of such  Lender),  (w)  without  the consent of any
Issuing Lender,  amend,  modify or waive any provision of Section 2 or alter its
rights or obligations with respect to Letters of Credit, (x) without the consent
of the Swingline Lender, alter the Swingline Lender's rights or obligations with
respect to Swingline Loans, (y) without the consent of the Administrative Agent,
amend,  modify or waive any  provision  of Section 12 or any other  provision as
same relates to the rights or obligations of the  Administrative  Agent,  or (z)
without  the  consent  of the  Collateral  Agent,  amend,  modify  or waive  any
provision relating to the rights or obligations of the Collateral Agent.

                  (b) If,  in  connection  with  any  proposed  change,  waiver,
discharge  or  termination  to  any of  the  provisions  of  this  Agreement  as
contemplated  by clauses (i) through  (v),  inclusive,  of the first  proviso to
Section  13.12(a),  the  consent of the  Required  Lenders is  obtained  but the
consent of one or more of such other  Lenders  whose  consent is required is not
obtained, then the Borrowers shall have the right, so long as all non-consenting
Lenders whose individual  consent is required are treated as described in either
clauses (A) or (B) below, to either (A) replace each such non-consenting  Lender
or Lenders with one or more Replacement Lenders pursuant to Section 1.13 so long
as at the time of such replacement, each such Replacement Lender consents to the
proposed  change,  waiver,  discharge  or  termination  or  (B)  terminate  such
non-consenting  Lender's  Revolving Loan Commitment and/or repay the outstanding
Revolving Loans of such Lender and cash collateralize its applicable  Percentage
of the Letter of Credit  Outstandings  in accordance  with Sections  3.02(b) and
4.01(b), provided that, unless the Revolving Loan Commitment that is terminated,
and Revolving  Loans repaid,  pursuant to preceding  clause (B) are  immediately
replaced  in full at such  time  through  the  addition  of new  Lenders  or the
increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of
existing Lenders (who in each case must specifically  consent thereto),  then in
the case of any action  pursuant to preceding  clause (B) the  Required  Lenders
(determined  after giving  effect to the  proposed  action)  shall  specifically
consent  thereto,  provided  further,  that in any event the Borrowers shall not
have the right to replace a Lender,  terminate its Revolving Loan  Commitment or
repay its  Revolving  Loans solely as a result of the exercise of such  Lender's
rights (and the withholding of any required  consent by such Lender) pursuant to
the second proviso to Section 13.12(a).

                  (c)  Notwithstanding  anything to the contrary contained above
in this Section 13.12, the Administrative Agent and the Collateral Agent may (i)
enter into amendments to the Subsidiaries  Guaranties and the Security Documents
for the purpose of adding  additional  Subsidiaries  of the US Borrower or other
Credit  Parties as parties  thereto and (ii) enter into  security  documents and
guaranty agreements to satisfy the requirements of Sections 8.11, 8.12, 8.14 and
8.15, in each case without the consent of the Required Lenders.

                                      107
<PAGE>

                  13.13 Survival.  All  indemnities set forth herein  including,
without  limitation,  in Sections 1.10,  1.11, 2.06, 4.04, 12.06 and 13.01 shall
survive the execution,  delivery and termination of this Agreement and the Notes
and the making and repayment of the Obligations.

                  13.14  Domicile of Loans.  Each Lender may  transfer and carry
its Loans at, to or for the account of any office,  Subsidiary  or  Affiliate of
such Lender.  Notwithstanding  anything to the contrary contained herein, to the
extent that a transfer of Loans  pursuant to this Section  13.14  would,  at the
time of such  transfer,  result in increased  costs under Section 1.10,  2.06 or
4.04 from those being charged by the  respective  Lender prior to such transfer,
then the Borrowers  shall not be obligated to pay such increased costs (although
the Borrowers  shall be obligated to pay any other  increased  costs of the type
described  above  resulting  from  changes  after  the  date  of the  respective
transfer).

                  13.15   Register.   Each  Borrower   hereby   designates   the
Administrative  Agent to serve as such Borrower's agent,  solely for purposes of
this Section  13.15,  to maintain a register (the  "Register")  on which it will
record the Revolving Loan  Commitments from time to time of each of the Lenders,
the Revolving Loans made by each of the Lenders and each repayment in respect of
the principal amount of the Revolving Loans of each Lender.  Failure to make any
such  recordation,  or any  error in such  recordation,  shall  not  affect  the
Borrowers'  obligations in respect of such Revolving Loans.  With respect to any
Lender,  the transfer of the  Revolving  Loan  Commitment of such Lender and the
rights to the principal of, and interest on, any Revolving Loan made pursuant to
such Revolving  Loan  Commitment  shall not be effective  until such transfer is
recorded on the Register maintained by the Administrative  Agent with respect to
ownership of such  Revolving Loan  Commitment  and Revolving  Loans and prior to
such  recordation  all  amounts  owing to the  transferor  with  respect to such
Revolving  Loan  Commitment  and  Revolving  Loans  shall  remain  owing  to the
transferor.  The  registration  of  assignment or transfer of all or part of any
Revolving  Loan  Commitments  and  Revolving  Loans  shall  be  recorded  by the
Administrative   Agent  on  the  Register  only  upon  the   acceptance  by  the
Administrative  Agent  of a  properly  executed  and  delivered  Assignment  and
Assumption Agreement pursuant to Section 13.04(b).  Coincident with the delivery
of such an Assignment and Assumption  Agreement to the Administrative  Agent for
acceptance  and  registration  of  assignment  or  transfer  of all or part of a
Revolving  Loan,  or  as  soon  thereafter  as  practicable,  the  assigning  or
transferor  Lender shall  surrender the Revolving Note evidencing such Revolving
Loan,  and  thereupon  one or more new  Revolving  Notes  in the same  aggregate
principal  amount shall be issued to the assigning or  transferor  Lender and/or
the new Lender.  The Borrowers,  jointly and  severally,  agree to indemnify the
Administrative  Agent from and against any and all losses,  claims,  damages and
liabilities of whatsoever  nature which may be imposed on,  asserted  against or
incurred by the Administrative Agent in performing its duties under this Section
13.15.

                  13.16 Confidentiality. (a) Subject to the provisions of clause
(b) of this Section  13.16,  each Lender agrees that it will use its  reasonable
efforts not to disclose without the prior consent of the US Borrower (other than
to its  employees,  auditors,  advisors or counsel or to another  Lender if such
Lender  or such  Lender's  holding  or  parent  company  in its sole  discretion
determines that any such party should have access to such information,  provided
such Persons  shall be subject to the  provisions  of this Section  13.16 to the
same extent as such Lender) any


<PAGE>

information with respect to the US Borrower or any of its Subsidiaries  which is
now or in the future  furnished  pursuant to this  Agreement or any other Credit
Document and which is designated by the US Borrower to the Lenders in writing as
confidential,  provided that any Lender may disclose any such information (i) as
has become generally available to the public other than by virtue of a breach of
this  Section  13.16(a)  by the  respective  Lender,  (ii) as may be required or
appropriate  in any report,  statement or testimony  submitted to any municipal,
state or Federal  regulatory body having or claiming to have  jurisdiction  over
such Lender or to the Federal  Reserve  Board or the Federal  Deposit  Insurance
Corporation or similar organizations (whether in the United States or elsewhere)
or their  successors,  (iii) as may be required or appropriate in respect to any
summons or  subpoena  or in  connection  with any  litigation,  (iv) in order to
comply with any law, order,  regulation or ruling applicable to such Lender, (v)
to the Administrative  Agent or the Collateral Agent and (vi) to any prospective
or actual transferee or participant in connection with any contemplated transfer
or  participation of any of the Revolving Notes or Revolving Loan Commitments or
any interest therein by such Lender,  provided that such prospective  transferee
or participant agrees to be bound by the confidentiality provisions contained in
this Section 13.16.

                  (b) Each  Borrower  hereby  acknowledges  and agrees that each
Lender may share with any of its  affiliates any  information  related to the US
Borrower  or  any  of  its  Subsidiaries  (including,  without  limitation,  any
nonpublic customer information regarding the creditworthiness of the US Borrower
and its Subsidiaries),  provided such Persons shall be subject to the provisions
of this Section 13.16 to the same extent as such Lender.

                  13.17  Judgment  Currency.   (a)  Each  Borrower's  obligation
hereunder  and under the other Credit  Documents to make payments in Dollars or,
(x) in the case of a Letter of Credit issued in a Foreign  Currency,  the Dollar
Equivalent thereof or (y) in the case of a Foreign Currency Loan, the applicable
Foreign  Currency (in any such case,  the  "Obligation  Currency")  shall not be
discharged  or  satisfied  by any tender or recovery  pursuant  to any  judgment
expressed in or converted into any currency other than the Obligation  Currency,
except to the extent  that such  tender or  recovery  results  in the  effective
receipt by the  Administrative  Agent,  the  Collateral  Agent,  the  respective
Issuing  Lender or the  respective  Lender of the full amount of the  Obligation
Currency  expressed to be payable to the  Administrative  Agent,  the Collateral
Agent,  such  Issuing  Lender or such Lender  under this  Agreement or the other
Credit Documents.  If for the purpose of obtaining or enforcing judgment against
any  Borrower  in any court or in any  jurisdiction,  it  becomes  necessary  to
convert into or from any currency other than the Obligation Currency (such other
currency being hereinafter referred to as the "Judgment Currency") an amount due
in the  Obligation  Currency,  the  conversion  shall be made,  at the  Relevant
Currency   Equivalent  thereof  or,  in  the  case  of  conversions  into  other
currencies,  at  the  rate  of  exchange  quoted  by the  Administrative  Agent,
determined,  in each case, as of the date immediately preceding the day on which
the judgment is given (such  Business Day being  hereinafter  referred to as the
"Judgment Currency Conversion Date").

                  (b) If there is a change  in the rate of  exchange  prevailing
between the Judgment Currency  Conversion Date and the date of actual payment of
the amount due, each Borrower  covenants and agrees to pay, or cause to be paid,
such additional amounts, if any (but in any

                                      109
<PAGE>

event not a lesser amount) as may be necessary to ensure that the amount paid in
the Judgment Currency,  when converted at the rate of exchange prevailing on the
date of payment,  will produce the amount of the Obligation Currency which could
have been  purchased  with the amount of  Judgment  Currency  stipulated  in the
judgment or judicial  award at the rate of exchange  prevailing  on the Judgment
Currency Conversion Date.

                  (c)  For  purposes  of  determining   the  Relevant   Currency
Equivalent  or any other rate of exchange for this Section  13.17,  such amounts
shall include any premium and costs  payable in connection  with the purchase of
the Obligation Currency.

                  13.18 Euro. (a) If at any time that a Foreign Currency Loan is
outstanding, the relevant Foreign Currency is replaced as the lawful currency of
the country that issued such Approved  Currency  (the "Issuing  Country") by the
Euro so that all payments are to be made in the Issuing Country in Euros and not
in the Foreign  Currency  previously the lawful  currency of such country,  then
such  Foreign  Currency  Loan shall be  automatically  converted  into a Foreign
Currency Loan  denominated in Euros in a principal amount equal to the amount of
Euros into which the  principal  amount of such Foreign  Currency  Loan would be
converted  pursuant to the EMU  Legislation  and  thereafter no further  Foreign
Currency  Loans will be available in such  Foreign  Currency,  with the basis of
accrual of interest,  notice  requirements  and payment  offices with respect to
such converted  Foreign Currency Loans to be that consistent with the convention
and practices in the Euro-zone interbank market for Euro denominated loans.

                  (b) In  each  case,  to the  maximum  extent  permitted  under
applicable law, the applicable Borrowers shall from time to time, at the request
of  any  Lender,  pay  to  such  Lender  the  amount  of  any  losses,  damages,
liabilities,  claims,  reduction in yield,  additional expense,  increased cost,
reduction  in any  amount  payable,  reduction  in the  effective  return of its
capital,  the  decrease or delay in the payment of interest or any other  return
forgone by such Lender or its affiliates with respect to a Foreign Currency Loan
affected  by this  Section  13.18 as a result  of the tax or  currency  exchange
resulting from the  introduction,  changeover to or operation of the Euro in any
applicable nation or eurocurrency market.

                  13.19 European Reorganization. Notwithstanding anything to the
contrary contained in this Agreement,  the US Borrower shall be permitted,  with
the prior consent of the  Administrative  Agent in each instance,  to reorganize
the ownership  structure of the equity of its European  Subsidiaries  so long as
(i) any such  reorganization  could not  reasonably be expected to result in any
material  adverse  tax or other  consequences  to the US  Borrower or any of its
Subsidiaries,  (ii) any such reorganization  could not reasonably be expected to
be adverse to the interests of the Lenders in any material respect and (iii) the
Collateral  Agent's  security  interest  in  the  equity  of any  such  European
Subsidiaries  subject to any such reorganization  remains fully perfected and in
full force and effect at least to the same extent as such security  interest was
perfected immediately prior to any such reorganization.

                  SECTION 14.  Parent Guaranty.
                               ---------------

                  14.01 The  Guaranty.  In order to induce the  Lenders to enter
into this  Agreement and to extend credit  hereunder and in  recognition  of the
direct  benefits to be received by the U.S.

                                      110
<PAGE>

Borrower from the proceeds of the Foreign Loans,  the US Borrower  hereby agrees
with  the  Lenders  as  follows:  The US  Borrower  hereby  unconditionally  and
irrevocably  guarantees,  as primary obligor and not merely as surety,  the full
and prompt payment when due,  whether upon maturity,  acceleration or otherwise,
of any and all of the  Guaranteed  Obligations.  If any or all of the Guaranteed
Obligations becomes due and payable hereunder,  the US Borrower  unconditionally
promises to pay such  indebtedness  to the Guaranteed  Creditors,  or order,  on
demand,  together  with  any and  all  expenses  which  may be  incurred  by the
Guaranteed  Creditors in  collecting  any of the  Guaranteed  Obligations.  This
Guaranty is a guaranty of payment and not of  collection.  If claim is ever made
upon any Guaranteed  Creditor for repayment or recovery of any amount or amounts
received in payment or on account of any of the Guaranteed  Obligations  and any
of the  aforesaid  payees repays all or part of said amount by reason of (i) any
judgment,   decree  or  order  of  any  court  or  administrative   body  having
jurisdiction  over such payee or any of its property or (ii) any  settlement  or
compromise  of any such claim  effected  by such  payee  with any such  claimant
(including  any  Subsidiary of the US  Borrower),  then and in such event the US
Borrower agrees that any such judgment,  decree, order, settlement or compromise
shall be binding upon the US Borrower,  notwithstanding  any  revocation of this
Guaranty or any other  instrument  evidencing any liability of any Subsidiary of
the US Borrower, and the US Borrower shall be and remain liable to the aforesaid
payees  hereunder for the amount so repaid or recovered to the same extent as if
such amount had never originally been received by any such payee.

                  14.02    Bankruptcy.    Additionally,    the    US    Borrower
unconditionally  and  irrevocably  guarantees  the payment of any and all of the
Guaranteed Obligations whether or not due or payable by any Subsidiary of the US
Borrower upon the  occurrence of any of the events  specified in Section  10.05,
and  unconditionally  promises  to  pay  such  indebtedness  to  the  Guaranteed
Creditors, or order, on demand, in the respective Approved Currency.

                  14.03 Nature of  Liability.  The  liability of the US Borrower
hereunder is exclusive and  independent of any security for or other guaranty of
the Foreign  Guaranteed  Obligations  whether  executed by the US Borrower,  any
other  guarantor  or by any other  party,  and the  liability of the US Borrower
hereunder is not affected or impaired by (a) any direction as to  application of
payment by any  Subsidiary of the US Borrower or by any other party,  or (b) any
other  continuing  or other  guaranty,  undertaking  or maximum  liability  of a
guarantor  or of any other party as to the  Guaranteed  Obligations,  or (c) any
payment on or in reduction of any such other guaranty or undertaking, or (d) any
dissolution,  termination  or  increase,  decrease or change in personnel by any
Subsidiary  of the US  Borrower,  or (e)  any  payment  made  to the  Guaranteed
Creditors  on the  Guaranteed  Obligations  which any such  Guaranteed  Creditor
repays to any  Subsidiary  of the US  Borrower  pursuant  to court  order in any
bankruptcy,  reorganization,  arrangement,  moratorium  or other  debtor  relief
proceeding, and the US Borrower waives any right to the deferral or modification
of its obligations  hereunder by reason of any such proceeding or (f) any action
or inaction of the type described in Section 14.05.

                  14.04  Independent  Obligation.  The  obligations  of  the  US
Borrower  hereunder are independent of the  obligations of any other  guarantor,
any other party or any Subsidiary of the US Borrower,  and a separate  action or
actions may be brought  and  prosecuted  against the US Borrower  whether or not
action is brought against any other guarantor, any other party or any

                                      111
<PAGE>

Subsidiary of the US Borrower and whether or not any other guarantor,  any other
party or such  Subsidiary  be  joined  in any such  action  or  actions.  The US
Borrower waives, to the full extent permitted by law, the benefit of any statute
of limitations affecting its liability hereunder or the enforcement thereof. Any
payment  by any  Subsidiary  of the US  Borrower  or  other  circumstance  which
operates to toll any statute of limitations as to such Subsidiary  shall operate
to toll the statute of limitations as to the US Borrower.

                  14.05 Authorization. The US Borrower authorizes the Guaranteed
Creditors  without  notice or demand  (except as shall be required by applicable
statute and cannot be waived),  and without affecting or impairing its liability
hereunder, from time to time to:

                  (a) change the manner,  place or terms of payment  of,  and/or
         change or extend the time of payment of, renew, increase, accelerate or
         alter,  any of the  Guaranteed  Obligations  (including any increase or
         decrease in the rate of interest thereon),  any security  therefor,  or
         any liability  incurred directly or indirectly in respect thereof,  and
         the Guaranty  herein made shall apply to the Guaranteed  Obligations as
         so changed, extended, renewed or altered;

                  (b) take and hold  security for the payment of the  Guaranteed
         Obligations and sell, exchange,  release,  impair,  surrender,  realize
         upon or otherwise deal with in any manner and in any order any property
         by whomsoever at any time pledged or mortgaged to secure,  or howsoever
         securing,   the  Foreign  Guaranteed  Obligations  or  any  liabilities
         (including any of those hereunder)  incurred  directly or indirectly in
         respect thereof or hereof, and/or any offset there against;

                  (c) exercise or refrain from exercising any rights against any
         Subsidiary  of the US  Borrower,  any other  Credit  Party or others or
         otherwise act or refrain from acting;

                  (d)   release  or  substitute  any   one  or  more  endorsers,
         guarantors,  any  Subsidiary of the US Borrower or other obligors;

                  (e) settle or compromise  any of the  Guaranteed  Obligations,
         any  security  therefor  or  any  liability  (including  any  of  those
         hereunder)  incurred  directly  or  indirectly  in  respect  thereof or
         hereof,  and may  subordinate the payment of all or any part thereof to
         the payment of any liability  (whether due or not) of any Subsidiary of
         the US Borrower to its creditors other than the Guaranteed Creditors;

                  (f) apply any sums by whomsoever paid or howsoever realized to
         any liability or  liabilities  of any  Subsidiary of the US Borrower to
         the Guaranteed Creditors regardless of what liability or liabilities of
         such Subsidiary remain unpaid;

                  (g) consent to or waive any breach of, or any act, omission or
         default under, this Agreement,  any other Credit Document, any Interest
         Rate  Protection  Agreement  or Other  Hedging  Agreement or any of the
         instruments or agreements  referred to herein or therein,  or otherwise
         amend, modify or supplement this Agreement,  any other Credit

                                      112
<PAGE>

         Document, any  Interest  Rate  Protection  Agreement  or  Other Hedging
         Agreement or any of such other instruments or agreements; and/or

                  (h)  take  any  other  action  which  would,  under  otherwise
         applicable  principles of common law, give rise to a legal or equitable
         discharge of the US Borrower from its liabilities under this Guaranty.

                  14.06  Reliance.  It  is  not  necessary  for  the  Guaranteed
Creditors  to inquire into the  capacity or powers of any  Subsidiary  of the US
Borrower or the officers,  directors, partners or agents acting or purporting to
act on their behalf, and any Guaranteed  Obligations made or created in reliance
upon the professed exercise of such powers shall be guaranteed hereunder.

                  14.07 Subordination. Any indebtedness of any Subsidiary of the
US Borrower now or hereafter owing to the US Borrower is hereby  subordinated to
the Guaranteed Obligations of such Subsidiary owing to the Guaranteed Creditors;
and if the  Administrative  Agent so requests at a time when an Event of Default
exists,  all such  indebtedness  of such  Subsidiary to the US Borrower shall be
collected,  enforced  and  received  by the US  Borrower  for the benefit of the
Guaranteed  Creditors and be paid over to the Administrative  Agent on behalf of
the  Guaranteed  Creditors  on  account  of the  Guaranteed  Obligations  to the
Guaranteed  Creditors,  but without  affecting  or  impairing  in any manner the
liability of the US Borrower under the other provisions of this Guaranty.  Prior
to the  transfer  by the  US  Borrower  of any  note  or  negotiable  instrument
evidencing any of the  indebtedness  of any Subsidiary of the US Borrower to the
US Borrower,  the US Borrower shall mark such note or negotiable instrument with
a legend that the same is subject to this  subordination.  Without  limiting the
generality of the foregoing,  the US Borrower  hereby agrees with the Guaranteed
Creditors that it will not exercise any right of subrogation which it may at any
time otherwise  have as a result of this Guaranty  (whether  contractual,  under
Section  509  of  the  Bankruptcy  Code  or  otherwise)   until  all  Guaranteed
Obligations have been irrevocably paid in full in cash.

                  14.08 Waiver.  (a) The US Borrower waives any right (except as
shall be  required  by  applicable  statute and cannot be waived) to require any
Guaranteed  Creditor to (i) proceed  against any  Subsidiary of the US Borrower,
any other  guarantor  or any other party,  (ii)  proceed  against or exhaust any
security held from any Subsidiary of the US Borrower, any other guarantor or any
other party or (iii) pursue any other remedy in any Guaranteed  Creditor's power
whatsoever.  The US Borrower  waives any defense  based on or arising out of any
defense of any Subsidiary of the US Borrower,  any other  guarantor or any other
party,  other than payment in full of the  Guaranteed  Obligations,  based on or
arising out of the  disability of any  Subsidiary of the US Borrower,  any other
guarantor  or any  other  party,  or  the  unenforceability  of  the  Guaranteed
Obligations or any part thereof from any cause,  or the cessation from any cause
of the  liability of any Borrower  other than payment in full of the  Guaranteed
Obligations.  The Guaranteed Creditors may, at their election,  foreclose on any
security held by the  Administrative  Agent,  the Collateral  Agent or any other
Guaranteed Creditor by one or more judicial or nonjudicial sales, whether or not
every  aspect of any such sale is  commercially  reasonable  (to the extent such
sale is permitted by applicable  law), or exercise any other right or remedy the
Guaranteed  Creditors may have against any  Subsidiary of the US Borrower or any
other  party,  or any  security,  without

                                      113
<PAGE>

affecting  or impairing  in any way the  liability of the US Borrower  hereunder
except to the extent the Guaranteed  Obligations  have been paid in cash. The US
Borrower  waives any defense  arising out of any such election by the Guaranteed
Creditors,  even though such election operates to impair or extinguish any right
of  reimbursement  or  subrogation  or other  right or remedy of the US Borrower
against any Foreign Borrower or any other party or any security.

                  (b) The US  Borrower  waives  all  presentments,  demands  for
performance,  protests and notices,  including,  without limitation,  notices of
nonperformance,  notices of protest, notices of dishonor,  notices of acceptance
of this Guaranty, and notices of the existence,  creation or incurring of new or
additional  Guaranteed  Obligations.  The US Borrower assumes all responsibility
for being and keeping  itself  informed of any  Subsidiary  of the US Borrower's
financial condition and assets, and of all other circumstances  bearing upon the
risk of  nonpayment  of the  Guaranteed  Obligations  and the nature,  scope and
extent of the risks which the US  Borrower  assumes  and incurs  hereunder,  and
agrees  that  the  Guaranteed  Creditors  shall  have no duty to  advise  the US
Borrower of information known to them regarding such circumstances or risks.

                  14.09 Nature of Liability.  It is the desire and intent of the
US Borrower and the  Guaranteed  Creditors  that this Guaranty shall be enforced
against the US Borrower to the  fullest  extent  permissible  under the laws and
public policies applied in each jurisdiction in which enforcement is sought. If,
however,  and to the extent that, the  obligations of the US Borrower under this
Guaranty  shall be  adjudicated  to be invalid or  unenforceable  for any reason
(including,  without limitation,  because of any applicable state or federal law
relating  to  fraudulent  conveyances  or  transfers),  then the  amount  of the
Guaranteed  Obligations of the US Borrower shall be deemed to be reduced and the
US Borrower  shall pay the maximum amount of the  Guaranteed  Obligations  which
would be permissible under applicable law.

                                      * * *

                                      114
<PAGE>
                  IN WITNESS WHEREOF,  the parties hereto have caused their duly
authorized  officers to execute and deliver this  Agreement as of the date first
above written.

Address:
-------

111 South Calvert Street                             SITEL CORPORATION
Suite 1900
Baltimore, Maryland  21202
Telephone:  (410) 246-1505
Telecopier:  (410) 246-0200
Attention:  President                                By: /s/ Nan A. Kreamer
                                                        -------------------
                                                        Title: Vice President

South Bar House  SITEL  EUROPE PLC South Bar Street  SIGNED by SITEL  EUROPE PLC
Banbury Oxfordshire OX16 9AB acting by its Attorney United Kingdom

Telephone:  44-1295-225-799
Telecopier:  44-1295-264-818
Attention:    Ian Ford              By: /s/ Nan A. Kreamer
                                       -------------------
                                       Title: Attorney

SITEL House, Wolsey Business Park   SITEL TMS LIMITED
Tolpits Lane Watford HERTS WD1 8GJ
United Kingdom
Telephone:   44-1923-715-639
Telecopier:   44-1923-474-557       By: /s/ Nan A. Kreamer
                                       -------------------
Attention:  Ian Ford                   SIGNED AND SEALED by Nan Kreamer
                                       as duly authorised attorney for SITEL TMS
with a copy to                         LIMITED in the presence of:

SITEL Europe plc
at the above address

                                        /s/ Teresa A. Beaufait
                                        ------------------------
<PAGE>

                                         BANKERS TRUST COMPANY,
                                           Individually and as Administrative
                                           Agent

                                         By:  /s/ Pam Divino
                                              ---------------------------------
                                               Title:   Vice President

                                         BANK OF AMERICA, N.A., Individually and
                                           as Syndication Agent


                                          By: /s/ Monica Brandes
                                              ---------------------------------
                                              Title:  Senior Vice President

                                         FIRST UNION NATIONAL BANK, Individually
                                           and as Documentation Agent



                                         By: /s/ Douglas A. Nickel
                                             ----------------------------------
                                             Title: Vice President

                                         US BANK NATIONAL ASSOCIATION

                                         By: /s/ David A. Draxler
                                             ----------------------------------
                                             Title: Vice President

                                         BANK ONE, NA
                                         (Main Office Chicago)


                                         By: /s/ Nathan L. Bloch
                                             ----------------------------------
                                             Title:  First Vice President

<PAGE>
                                                                      SCHEDULE I
                                                                      ----------

                           REVOLVING LOAN COMMITMENTS
                           --------------------------

                                                                  Revolving Loan
Lender                                                              Commitment
------                                                              ----------

Bankers Trust Company                                             $15,000,000.00

Bank of America, N.A.                                             $15,000,000.00

First Union National Bank                                         $15,000,000.00

US Bank National Association                                      $15,000,000.00

Bank One, NA                                                      $15,000,000.00

         TOTAL:                                                   $75,000,000.00
                                                                   =============

<PAGE>
                                                                     SCHEDULE II


                                LENDER ADDRESSES
                                ----------------

Bank                                     Address
----                                     -------

Bankers Trust Company                    130 Liberty Street
                                         New York, NY 10006

                                         Attn:  David Bell
                                         Tel. No.: (212) 250-9048
                                         Fax No.: (212) 250-7218
Bank of America, N.A.                    10 Light Street
                                         Mail Code 4-302-1601
                                         Baltimore, MD  21202
                                         Attn:  Monica Brandes
                                         Tel. No.: (410) 605-8019
                                         Fax No.: (410) 539-7508


First Union National Bank                201 South College Street
                                         CP6, 6th Floor
                                         Mailstop:   NC0760
                                         Charlotte, NC  28270
                                         Attn:  Douglas Nickel
                                         Tel. No.:   (704) 383-4003
                                         Fax No.:    (704) 715-1117
US Bank National Association             US Bank Place
                                         MPFPO607
                                         601 2nd Avenue South
                                         Minneapolis, MN  55402-4302
                                         Attn:  David Draxler
                                         Tel. No.:    (612) 973-0539
                                         Fax No.:     (612) 973-0395
Bank One, NA                             1 Bank One Plaza
                                         14th Floor
                                         Main Suite IL1-0573
                                         Chicago, IL  60670-0573
                                         Attn:  Nathan Bloch
                                         Tel. No.:    (312) 732-2243
                                         Fax No.:    (312) 732-1117

                                         and for Foreign Currency Loans:

<PAGE>
                                                                     SCHEDULE II
                                                                     Page 2

Bank                                     Address
----                                     -------


                                          Bank One, NA
                                          London Branch
                                          1 Triton Square
                                          London NW1 3FN
                                          England
                                          Attn:  Dorothy O'Flaharty
                                          Tel No.:  44-171-903-4150
                                          Fax No.:  44-171-903-4148

<PAGE>

                                                                    SCHEDULE III

                                                                    SCHEDULE III
                                                                              to
                                                                CREDIT AGREEMENT


                                  SUBSIDIARIES
                                  ------------
                   (all 100% owned unless otherwise indicated)

     ASIA PACIFIC

     (first indented companies are direct  subsidiaries of SITEL  International,
     Inc.)

         -SITEL Asia Pacific Investments Pte Limited {Singapore}
              -SITEL Asia Pacific Holdings Pte Limited {Singapore}
                  -SITEL Singapore Pte Ltd. {Singapore}
                  -SITEL Japan KK {Japan}
                  -SITEL Hong Kong Limited {Hong Kong}
                  -SITEL New Zealand Limited {New Zealand}
              -SITEL Australia Pty Ltd. {Australia}
                  -SITEL Australia Holdings Pty Ltd. {Australia}
              -SITEL Telebusiness New Zealand Limited {New Zealand}

     CANADA
     (first indented companies are direct  subsidiaries of SITEL  International,
     Inc.)

         -SITEL Teleservices Canada Inc. {Canada}

     EUROPE
     (first indented companies are direct  subsidiaries of SITEL  International,
     Inc.)

         -SITEL Europe plc {United  Kingdom} 1/ 1/ One share of SITEL Europe plc
              is owned by SITEL Corporation -SITEL Belgium NV {Belgium}2/ 2/ One
              share is owned by SITEL International, Inc. -SITEL France Holdings
              SAS {France}3/ 3/ One share is owned by SITEL Stratford Limited

                  -SITEL   Corporation  France  SA  {France}4/  4/ One  share is
                           owned by each of the  company's  5  directors  -SITEL
                           France SA {France}5/ 5/ One share is owned by each of
                           the  company's 5  directors  -SITEL  France  Consumer
                           Services SA  {France}6/ 6/ One share is owned by each
                           of the company's 6 directors

              -SITEL GmbH {Germany}
              -SITEL TMS Limited {Ireland}
                 -Telephone Marketing Services (International) Limited {Ireland}
              -Systems Integrated Telemarketing Netherlands B.V. {Netherlands}
              -SITEL Nordic AB {Sweden}
              -SITEL Consulting Limited {United Kingdom}
                  -Leiderman and Roncoroni Limited {United Kingdom}
                  -The Training Works Limited {United Kingdom}
              -SITEL Kingston Limited {United Kingdom}
              -SITEL Moor Park Limited {United Kingdom}
              -SITEL Stratford Limited {United Kingdom}
              -SITEL UK Limited {United Kingdom}
                  -B's Telemarketing Limited {United Kingdom}
                  -SITEL Kingston (Services) Limited {United Kingdom}
                  -SITEL Moor Park (Services) Limited {United Kingdom}
                  -SITEL Stratford (Services) Limited {United Kingdom}

<PAGE>

                                                                    SCHEDULE III
                                                                     Page 2


     LATIN AMERICA
     (first indented companies are direct  subsidiaries of SITEL  International,
     Inc.)

         -SITEL (BVI) International, Inc. {BVI}
              -SITEL Mexico Holdings LLC {Nebraska}
                  -Grupo SITEL de Mexico, S.A. de C.V. (49%) {Mexico}
                      -SITEL de Colombia, S.A. (94%) {Colombia}
              -SITEL do Brasil Ltda. {Brazil}

     SPAIN
     (first indented companies are direct  subsidiaries of SITEL  International,
     Inc.)

         -SITEL Iberica Teleservices, S.A. {Spain}
              -Action Servicos de Publicidade S.A. {Portugal}
              -Teleaction Hispanica S.A. {Spain}
              -Telepromotion S.A. {Spain}

     U.S.
     (all direct  subsidiaries of SITEL Corporation except SITEL Mexico Holdings
     LLC whose direct parent is shown under Latin America)

     -National Action Financial Services, Inc. {Georgia}
     -Financial Insurance Services, Inc. {Nebraska}
     -Seek the Geek, Inc. {Nebraska}
     -SITEL Insurance Marketing Services, Inc. {Nebraska}
     -SITEL Insurance Services, Inc. {Nebraska}
     -SITEL International, Inc. {Nebraska}
     -SITEL Mexico Holdings LLC {Nebraska}

<PAGE>

                                                                    SCHEDULE IV

   SITEL CORPORATION
  SCHEDULE OF EXISTING
      INDEBTEDNESS
      10-Apr-2000
<TABLE>
<CAPTION>

        BORROWER         BANK/COUNTERPARTY         FACILITY TYPE           PURPOSE   MATURITY    BALANCE   USD
        --------         -----------------         -------------           -------   --------    -------   ---
                                                                                                            BALANCE

<S>                      <C>               <C>                           <C>          <C>        <C>       <C>
SITEL Corporation        Mellon US Leasing Finance Lease                 Fixed        Oct-02      $826,597  $826,597
                                                                         Assets
SITEL Corporation        Mellon US Leasing Finance Lease                 Fixed        Nov-02      $159,321  $159,321
                                                                         Assets
SITEL Corporation        MLC Leasing       Finance Lease                 Fixed        Jun-02    $1,776,442 $1,776,442
                                                                         Assets
SITEL Corporation        MLC Leasing       Finance Lease                 Fixed        Dec-01    $1,243,895 $1,243,895
                                                                         Assets
SITEL Corporation        GE Capital        Finance Lease                 Fixed        May-04      $452,089  $452,089
                                                                         Assets
SITEL Corporation        GE Capital        Finance Lease                 Fixed        Oct-04      $959,543  $959,543
                                                                         Assets
SITEL Corporation        GE Capital        Finance Lease                 Fixed        Dec-04      $739,359  $739,359
                                                                         Assets

National Action          Lucent            Finance Lease                 Fixed        Sep-00       $39,334   $39,334
Financial Services       Technologies                                    Assets

Grupo Sitel de Mexico    INVEX             Revolving                     Cash Flow   Renewable   2,916,710  $291,671

SITEL Australia          National          Term Deposit                  Collateral     N/A    A$2,285,173 $1,413,567
                         Australia Bank
SITEL Australia          National          Finance Lease                 Fixed        Feb-01            A$  $638,461
                         Australia Bank                                  Assets                  1,032,136
SITEL Australia          National          Overdraft and Working         Working      Apr-00          A $0        $0
                         Australia Bank    Capital Facility              Capital
SITEL Australia          National          Commercial Bills              Working      Apr-00            A$ $3,711,493
                         Australia Bank                                  Capital                 6,000,000

SITEL Singapore          Compaq            Finance Lease                 Fixed        May-02    S$ 660,017  $382,952
                                                                         Assets
SITEL Singapore          Compaq            Finance Lease                 Fixed        Nov-02    S$ 225,917  $131,080
                                                                         Assets
SITEL Singapore          HSBC              Finance Lease                 Fixed        Sep-00    S$ 152,590   $88,535
                                                                         Assets

SITEL New Zealand        Westpac           Multi-Option Regional         Working     Renewable          $0        $0
                                           Support Facility              Capital

SITEL UK                 Barclays          Finance Lease                 Telecoms     May-00      48387.49   $77,013
                         Mercantile                                      Equipment
SITEL UK                 Barclays          Finance Lease                 Computer     Mar-00     295759.09  $470,729
                         Mercantile                                      Equip
SITEL UK                 Barclays          Finance Lease                 Telecoms     Mar-00     274512.97  $436,914
                         Mercantile                                      Equipment

SITEL Europe plc         Barclays          Hire purchase agreement       Motor        Oct-00      18344.84   $29,198
                         Mercantile                                      vehicles

Systems Integrated       ABN AMRO          Amortizing Loan               Fixed        May-02     2,000,000  $869,565
Telemarketing                                                            Assets
Netherlands B.V.

SITEL Belgium            ING Lease         Finance Lease                 Warehouse    Oct-02       1746913   $42,298
                                                                         Equip
SITEL Belgium            J. Van Breda      Finance Lease                 Computer     Apr-00        247372    $5,990
                                                                         Equip
SITEL Belgium            J. Van Breda      Finance Lease                 Computer     May-00         39439      $955
                                                                         Equip
SITEL Belgium            J. Van Breda      Finance Lease                 Office       Jan-02        158359    $3,834
                                                                         Equip

<PAGE>

SITEL Belgium            J. Van Breda      Finance Lease                 Office       Apr-02        370809    $8,978
                                                                         Equip
SITEL Belgium            J. Van Breda      Finance Lease                 Office       Jun-02        187178    $4,532
                                                                         Equip
SITEL Belgium            J. Van Breda      Finance Lease                 Fulfilment   Dec-03       1586767   $38,421
                                                                         Printer
SITEL Belgium            Eurolease         Finance Lease                 Building     Oct-02       9376925  $227,044
                                                                         Improv.
SITEL Belgium            EMG               Finance Lease                 Local Area   Dec-02       4163686  $100,816
                                                                         Network

SITEL France             Etica             Finance Lease                 Pabx         Apr-03       1133617  $165,219

SITEL Nordic             Handelsbanken     Overdraft and loan facility   Working        N/A              0        $0
                                                                         Capital

SITEL Iberica            Banco Santander   GENERALITAT CATALUNYA         Service        N/A         168034      $974
Teleservices,S.A.        Central Hispano                                 Guaranty
SITEL Iberica            Deutsche Bank     AYUNTAMIENTO  DE ALMUNECAR    Service        N/A         144910      $840
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     AYUNTAMIENTO DE MOTRIL        Service        N/A         158670      $920
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     AYUNTAMIENTO DE LA CORUNA     Service        N/A         720000    $4,174
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     AYUNTAMIENTO DE SAN CUGAT     Service        N/A         400000    $2,319
Teleservices,S.A.                          DEL VALLES                    Guaranty
SITEL Iberica            Deutsche Bank     GENERALITAT DE CATALUNYA      Service        N/A         480000    $2,783
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     ELECTRICAS REUNIDAS DE        Service        N/A       13000000   $75,362
Teleservices,S.A.                          ZARAGOZA                      Guaranty
SITEL Iberica            Deutsche Bank     EMPRESA PUBLICA DE            Service        N/A        5700000   $33,043
Teleservices,S.A.                          EMRGENCIAS SANITARIAS         Guaranty
SITEL Iberica            Deutsche Bank     AYUNTAMIENTO DE BILBAO        Service        N/A         130226      $755
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     DIPUTACION DE VALENCIA        Service        N/A         720000    $4,174
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     AYUNTAMIENTO DE VALENCIA      Service        N/A        2800000   $16,232
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     SERVEI COORDINACIO URGENCIAS  Service        N/A       10320000   $59,826
Teleservices,S.A.                          DE BARCELONA                  Guaranty
SITEL Iberica            Deutsche Bank     GENERALITAT VALENCIANA        Service        N/A         620000    $3,594
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     GENERALITAT VALENCIANA        Service        N/A        2400000   $13,913
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     AYUNTAMIENTO DE REQUENA       Service        N/A         360000    $2,087
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     GENERALITAT VALENCIANA        Service        N/A         180000    $1,043
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     EMPRESA PUBLICA DE            Service        N/A         450379    $2,611
Teleservices,S.A.                          EMRGENCIAS SANITARIAS         Guaranty
SITEL Iberica            Deutsche Bank     GENERALITAT VALENCIANA        Service        N/A        1199320    $6,953
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     GENERALITAT VALENCIANA        Service        N/A         340164    $1,972
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     GENERALITAT VALENCIANA        Service        N/A        1340000    $7,768
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     GENERALITAT VALENCIANA        Service        N/A         883383    $5,121
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     INSTITUT VALNCIA DE LA        Service        N/A         396000    $2,296
Teleservices,S.A.                          JOVENTOT                      Guaranty
SITEL Iberica            Deutsche Bank     GENERALITAT VALENCIANA        Service        N/A        4160000   $24,116
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     JUNTA CASTILLA LA MANCHA      Service        N/A        2200000   $12,754
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     EMASESA                       Service        N/A         456280    $2,645
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     GAS NATURAL, SDG              Service        N/A        4800000   $27,826
Teleservices,S.A.                                                        Guaranty

<PAGE>

SITEL Iberica            Deutsche Bank     EMPRESA PUBLICA DE            Service        N/A        4440000   $25,739
Teleservices,S.A.                          EMRGENCIAS SANITARIAS         Guaranty
SITEL Iberica            Deutsche Bank     GENERALITAT VALENCIANA        Service        N/A        1320000    $7,652
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     GENERALITAT DE CATALUNYA      Service        N/A         336343    $1,950
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     CONSEJERIA DE GOVERNACION,    Service        N/A        9511200   $55,137
Teleservices,S.A.                          SERVICIO DE PROTECCION CIVIL  Guaranty
SITEL Iberica            Banco Santander   CANAL DE ISABEL II            Service        N/A         871728    $5,053
Teleservices,S.A.        Central Hispano                                 Guaranty
SITEL Iberica            Banco Santander   AYUNTAMIENTO DE BILBAO        Service        N/A        1416000    $8,209
Teleservices,S.A.        Central Hispano                                 Guaranty
SITEL Iberica            Banco Santander   TRIBUNAL ECONOMICO            Service        N/A        1578212    $9,149
Teleservices,S.A.        Central Hispano   ADMINISTRATIVO                Guaranty
SITEL Iberica            Banco Santander   AYUNTAMIENTO DE JEREZ         Service        N/A         364240    $2,112
Teleservices,S.A.        Central Hispano                                 Guaranty
SITEL Iberica            Banco Santander   HOSPITAL DE SIERRALLANA       Service        N/A         679200    $3,937
Teleservices,S.A.        Central Hispano                                 Guaranty
SITEL Iberica            Barclays Bank     TELEFONICA DE ESPANA          Service        N/A        4000000   $23,188
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Barclays Bank     TELEFONICA DE ESPANA          Service        N/A        1000000    $5,797
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Barclays Bank     TRIBUNAL ECONOMICO            Service        N/A        1383080    $8,018
Teleservices,S.A.                          ADMINISTRATIVO                Guaranty
SITEL Iberica            Barclays Bank     CONSEJERIA DE GOVERNACION,    Service        N/A        2592180   $15,027
Teleservices,S.A.                          SERVICIO DE PROTECCION CIVIL  Guaranty
SITEL Iberica            Barclays Bank     XUNTA DE GALICIA              Service        N/A        5398787   $31,297
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Barclays Bank     AYUNTAMIENTO DE OVIEDO        Service        N/A        2910600   $16,873
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Barclays Bank     AYUNTAMIENTO DE OLEIROS       Service        N/A         252841    $1,466
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Barclays Bank     COMUNIDAD DE MADRID           Service        N/A        4731104   $27,427
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Barclays Bank     NORTH FISHING CORPORATION     Service        N/A        6000000   $34,783
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Barclays Bank     GENERALITAT VALENCIANA        Service        N/A        1400000    $8,116
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Barclays Bank     GENERALITAT VALENCIANA        Service        N/A         182822    $1,060
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Bankinter         GENERALITAT VALENCIANA        Service        N/A        4800000   $27,826
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     COMUNIDAD DE MADRID           Service        N/A        4816264   $27,920
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     INSALUD ,061 DE LA RIOJA      Service        N/A        1467720    $8,509
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     JUNTA CASTILLA LA MANCHA061   Service        N/A        2400000   $13,913
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     CENTRO COORDINADOR DE LA      Service        N/A        2208000   $12,800
Teleservices,S.A.                          GERENCIA DEL 061 DE ARAGON    Guaranty
SITEL Iberica            Deutsche Bank     GENERALITAT VALENCIANA        Service        N/A        2600000   $15,072
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     GENERALITAT VALENCIANA        Service        N/A         218106    $1,264
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Deutsche Bank     PROMOCIONES OROTAVA           Service        N/A         601600    $3,488
Teleservices,S.A.                                                        Guaranty
SITEL Iberica            Barclays Bank     ACTION SERVICOS DE            Service        N/A       40000000  $192,456
Teleservices,S.A.                          PUBLICIDADE, S.A.             Guaranty
Telepromotion,S.A.       Barclays Bank     DIPUTACION FORAL DE VIZCAYA   Service        N/A         320000    $1,855
                                                                         Guaranty
<PAGE>

Telepromotion,S.A.       Barclays Bank     GOBIERNO VASCO                Service        N/A         160000      $928
                                                                         Guaranty
Telepromotion,S.A.       Barclays Bank     GOBIERNO VASCO                Service        N/A         260000    $1,507
                                                                         Guaranty
Telepromotion,S.A.       Barclays Bank     AYUNTAMIENTO DE BILBAO        Service        N/A        6826692   $39,575
                                                                         Guaranty
Telepromotion,S.A.       Barclays Bank     AYUNTAMIENTO DE BILBAO        Service        N/A        3413346   $19,788
                                                                         Guaranty
Telepromotion,S.A.       Barclays Bank     GOBIERNO VASCO                Service        N/A         240000    $1,391
                                                                         Guaranty
Telepromotion,S.A.       Barclays Bank     GOBIERNO VASCO                Service        N/A         142000      $823
                                                                         Guaranty
Telepromotion,S.A.       Barclays Bank     GOBIERNO VASCO                Service        N/A        3400000   $19,710
                                                                         Guaranty
Telepromotion,S.A.       Barclays Bank     CONSORCIO DE AGUAS DE BILBAO  Service        N/A        1000000    $5,797
                                                                         Guaranty
</TABLE>
<PAGE>
                                                                      SCHEDULE V
<TABLE>
<CAPTION>

                                 EXISTING LIENS

                                                                                                                       SCHEDULE V

             DEBTOR         FILING      FILE NO.      ORIGINAL                SECURED PARTY                 COLLATERAL DESCRIPTION
                           LOCATION                  DATE FILED
<S>                         <C>         <C>           <C>         <C>
SITEL Teleservices
 Canada, Inc.               Canada      850558383     4/3/1999    Ricoh Canada, Inc.                **Specific Photocopy Equipment
                                                                  P.O. Box 37, Station A
                                                                  Mississagua, ON  L5A 279
SITEL Teleservices
Canada, Inc.                Canada      860655843     4/9/2000    Xerox Canda Ltd.                  **Specific Photocopy Equipment
                                                                  5650 Yonge Street
                                                                  North York, ON  M2M467
SITEL Teleservices
Canada, Inc.                Canada      841041522     6/19/1998   Newcourt Financial Ltd.           **Photocopier Lease Equipment
                                                                  5050 South Service Road
                                                                  Burlington, ON  L7R 4C8
SITEL Teleservices
Canada, Inc.                Canada      841041523     6/20/1998   Newcourt Financial Ltd.           **Photocopier Lease Equipment
                                                                  5050 South Service Road
                                                                  Burlington, ON  L7R 4C9
SITEL UK Limited              UK                      4/19/1999   Renison Investment Corp.           Security deposit for a lease
                                                                  Number 7, 27 St. James St.             (pound)33,750
                                                                  London  SW1A 1HA
SITEL Corporation           Alabama       1037        1/7/2000    GE Capital Corporation              Specific Leased Equipment
                                                                  44 Old Ridgebury Road
                                                                  Danbury, CT  06810
SITEL Corporation           Georgia   121-99-004685   12/1/1999   General Electric Capital Corp.      Specific Leased Equipment
                                                                  5400 LBJ Freeway, Ste 1280
                                                                  Dallas, TX  75240
SITEL Corporation           Georgia   121-00-000077   1/6/2000    General Electric Capital Corp.      Specific Leased Equipment
                                                                  5400 LBJ Freeway, Ste 1280
                                                                  Dallas, TX  75240
SITEL Corporation           Georgia   121-00-000272   1/21/2000   General Electric Capital Corp.      Specific Leased Furniture
                                                                  5400 LBJ Freeway, Ste 1280
                                                                  Dallas, TX  75240
SITEL Corporation           Georgia   121-00-000480   2/7/2000    Mellon US Leasing                   Specific Leased Equipment
                                                                  525 Market St., Ste 3500
                                                                  San Francisco, CA  94105-2743
SITEL Corporation           Georgia   121-00-000482   2/7/2000    Mellon US Leasing                   Specific Leased Equipment
                                                                  525 Market St., Ste 3500
                                                                  San Francisco, CA  94105-2743
SITEL Corporation           Georgia   121-00-000481   2/7/2000    Mellon US Leasing                   Specific Leased Equipment
                                                                  525 Market St., Ste 3500
                                                                  San Francisco, CA  94105-2743

<PAGE>

SITEL Corporation           Georgia   121-00-000483   2/7/2000    Mellon US Leasing                   Specific Leased Equipment
                                                                  525 Market St., Ste 3500
                                                                  San Francisco, CA  94105-2743
SITEL Corporation           Kansas       2424561      2/2/1998    Pitney Bowes Credit Corp.           Specific Leased Equipment
                                                                  27 Waterview Dr.
                                                                  Shelton, CT  06484
SITEL Corporation          Nebraska    9991527333     Continued   Business Leasing, Inc.               Specific Sharp Equipment
                                                       6/4/96     7929 West Center Road
                                                                  Omaha, NE  68124
SITEL Corporation          Nebraska    9995660502     6/21/1995   Pitney Bowes Credit Corp.           Specific Leased Equipment
                                                                  201 Merritt Seven
                                                                  Norwalk, CT  06856
SITEL Corporation          Nebraska    9995660504     6/21/1995   Pitney Bowes Credit Corp.           Specific Leased Equipment
                                                                  201 Merritt Seven
                                                                  Norwalk, CT  06856
SITEL Corporation          Nebraska    9995671643     6/25/1995   Douglas County Bank & Trust          Specific Canon Equipment
                                                                  6015 NW Radial Highway
                                                                  Omaha, NE  68104
SITEL Corporation          Nebraska    9996685039     3/11/1996   Pitney Bowes Credit Corp.           Specific Leased Equipment
                                                                  201 Merritt Seven
                                                                  Norwalk, CT  096856
SITEL Corporation          Nebraska    9996694626     6/3/1996    Pitney Bowes Credit Corp.           Specific Leased Equipment
                                                                  201 Merritt Seven
                                                                   Norwalk, CT  096856
SITEL Corporation          Nebraska    9996697544     7/1/1996    Business Credit Leasing             Specific Leased Equipment
                                                                  115 W. College Drive
                                                                  Marshall, MN  56258
SITEL Corporation          Nebraska    9996707775    10/11/1996   Pitney Bowes Credit Corp.           Specific Leased Equipment
                                                                   201 Merritt Seven
                                                                   Norwalk, CT  096856
SITEL Corporation          Nebraska    9996707776    10/11/1996   Pitney Bowes Credit Corp.           Specific Leased Equipment
                                                                  201 Merritt Seven
                                                                  Norwalk, CT  096856

<PAGE>

SITEL Corporation          Nebraska    9997724038     3/10/1997   Business Credit Leasing             Specific Minolta Equipment
                                                                  115 W. College Drive
                                                                  Marshall, MN  56258
SITEL Corporation          Nebraska    9997747067    10/14/1997   Pitney Bowes Credit Corp.           Specific Leased Equipment
                                                                  27 Waterview Drive
                                                                  Shelton, CT  06484
SITEL Corporation          Nebraska    9997752591     12/8/1997   Sharp Electronic Credit Co.          Specific Sharp Equipment
                                                                  1055 Westlakes Drive
                                                                  Berwyn, PA  19312
SITEL Corporation          Nebraska    9998760454     2/24/1998   Pitney Bowes Credit Corp.           Specific Leased Equipment
                                                                  27 Waterview
                                                                  Drive
                                                                  Shelton, CT  06484
SITEL Corporation          Nebraska    9999811056     6/22/1999   General Electric Capital Corp.      Specific Leased Equipment
                                                                  5400 LBJ Freeway, Ste 1280
                                                                  Dallas, TX  75240
SITEL Corporation          Nebraska    9999906687     11/8/1999   General Electric Capital Corp.      Specific Telephone Equipment
                                                                  5400 LBJ Freeway, Ste 1280
                                                                  Dallas, TX  75240
SITEL Corporation          Nebraska    9900009540     1/6/2000    General Electric Capital Corp.          Specific Telephone Switch
                                                                  5400 LBJ Freeway, Ste 1280
                                                                  Dallas, TX  75240
SITEL Corporation          Nebraska    9900010342     1/7/2000    General Electric Capital Corp.          Specific Leased Equipment
                                                                  5400 LBJ Freeway, Ste 1280
                                                                  Dallas, TX  75240
SITEL Corporation          Nebraska    9900012178     1/11/2000   General Electric Capital Corp.          Specific Leased Equipment
                                                                  5400 LBJ Freeway, Ste 1280
                                                                  Dallas, TX  75240
SITEL Corporation          Maryland     181032278     1/7/2000    GE Capital Corporation                  Specific Leased Equipment
                                                                  44 Old Ridgebury Road
                                                                  Danbury, CT  06810
SITEL Corporation          Maryland     181032282     1/7/2000    IBJ Whitehall Business Credit Corp.     Specific Leased Equipment
                                                                  One State Street
                                                                  New York, NY  10004
SITEL Corporation          Maryland     181032283     1/7/2020    GE Capital Corporation                  Specific Leased Equipment
                                                                  44 Old Ridgebury Road
                                                                  Danbury, CT  06810
SITEL Corporation          Maryland     181032285     1/7/2000    IBJ Whitehall Business Credit Corp.     Specific Leased Equipment
                                                                  One State Street
                                                                  New York, NY  10004

<PAGE>

SITEL Corporation          Maryland     181032286     1/7/2000    GE Capital Corporation                  Specific Leased Equipment
                                                                  44 Old Ridgebury Road
                                                                  Danbury, CT  06810
SITEL Corporation          Maryland     181033077     1/18/2000   IBJ Whitehall Business Credit Corp.     Specific Leased Equipment
                                                                  One State Street
                                                                  New York, NY  10004
SITEL Corporation          Tennessee   971-525317     12/9/1997   Sharp Electronic Credit Co.          Leased Copier and Fax Machine
                                                                  1055 Westlakes Drive
                                                                  Berwyn, PA  19312
SITEL Corporation          Tennessee   993-034242     6/23/1999   General Electric Capital Corp.      Leased Telephone Switch and
                                                                  5400 LBJ Freeway, Ste 1280                   Accessories
                                                                  Dallas, TX  75240
SITEL Corporation            Texas       411769       1/14/2000   MLC Group, Inc.                         Specific Leased Equipment
                                                                  400 Herndon Parkway
                                                                  Herndon, VA  26170
SITEL Corporation            Texas       411770       1/14/2000   MLC Group, Inc.                         Specific Leased Equipment
                                                                  400 Herndon Parkway
                                                                  Herndon, VA  26170
SITEL Corporation            Texas       411771       1/14/2000   MLC Group, Inc.                         Specific Leased Equipment
                                                                  400 Herndon Parkway
                                                                  Herndon, VA  26170
SITEL Corporation            Texas       411772       1/14/2000   MLC Group, Inc.                         Specific Leased Equipment
                                                                  400 Herndon Parkway
                                                                  Herndon, VA  26170
SITEL Corporation            Texas       411959       1/14/2000   MLC Group, Inc.                         Specific Leased Equipment
                                                                  400 Herndon Parkway
                                                                  Herndon, VA  26170
SITEL Corporation            Texas        80117       4/26/1995   American National Bank                Specific Leased Copier and a
                                                                  8990 W. Dodge Road                            Stapler/Sorter
                                                                  Omaha, NE  68114-3383
SITEL Corporation          Virginia      1077282      1/7/2000    GE Capital Corporation                  Specific Leased Equipment
                                                                  44 Old Ridgebury Road
                                                                  Danbury, CT  06810
SITEL Corporation          Wisconsin   7501753415     4/22/1998   AT&T Credit Corporation                 Specific Leased Equipment
                                                                  2 Gatehall Drive
                                                                  Parsippany, NJ  07054
SITEL Corporation          Wisconsin   7501854528     6/14/1999   Newcourt Communications Finance Corp.    Specific Leased Equipment
                                                                  2 Gatehall Drive
                                                                  Parsippany, NJ  07054

<PAGE>

SITEL Corporation          Wisconsin   7501915536     1/7/2000    IBJ Whitehall Business Credit Corp.      Specific Leased Equipment
                                                                  One State Street
                                                                  New York, NY  10004
SITEL Corporation          Wisconsin   7501915539     1/7/2000    GE Capital Corporation                   Specific Leased Equipment
                                                                  44 Old Ridgebury Road
                                                                  Danbury, CT  06810
National Action
Financial Services         Georgia    6019950731     4/24/1995   AT&T Credit Corporation                  Specific Leased Equipment
                                                                 2 Gatehall Drive
                                                                  Parsippany, NJ  07054
National Action
Financial Services        New York      199509       10/3/1995   AT&T Credit Corporation                  Specific Leased Equipment
                                                                 2 Gatehall Drive
                                                                 Parsippany, NJ  07054
National Action
Financial Services        Georgia   044-95-007858   8/21/1995   American Business Credit Corp.           Specific Leased Equipment
                                                                  11201 Danka Circle North
                                                                  St. Petersburg, FL  33716
                                                                  Assigned to:
                                                                  Bennet Leasing Corp.
                                                                  Two Clinton Square
                                                                  Syracuse, NY  13202
National Action
Financial Services         Georgia   044-95-011352   12/4/1995   AT&T Credit Corporation           Specific Leased Equipment
                                                                  2 Gatehall Drive
                                                                  Parsippany, NJ  07054
Grupo Sitel de Mexico       Mexico    Attachment 4    1/1/1996    El Camino Resources               Leased Telephone Equipment
                                                                                                        USD 292,776 Total

Grupo Sitel de Mexico       Mexico    Attachment 15   8/1/1999    El Camino Resources                    Leased Computers
                                                                                                         USD 50,675 Total

Grupo Sitel de Mexico       Mexico    Attachment 16   9/1/1999    El Camino Resources               Leased Telephone Equipment
                                                                                                         USD 85,988 Total

Grupo Sitel de Mexico       Mexico    Attachment 17   9/1/1999    El Camino Resources                    Leased furniture
                                                                                                         USD 66,751 Total

SITEL Europe plc             U.K.                                 Barclays Mercantile                   Motor Vehicles Hire Purchase
SITEL UK Limited             U.K.                                 Barclays Mercantile                              Agreement
                                                                                                      Telecom and Computer Equipment

SITEL UK Limited             U.K.                                 Barclays Mercantile
                                                                                                    Telecom and Computer Equipment

SITEL Belgium, NV           Belgium                               ING Lease
                                                                                                         Warehouse Equipment

SITEL Belgium, NV           Belgium                               J. Van Breda
                                                                                                          Computer Equipment


<PAGE>

SITEL Belgium, NV           Belgium                               J. Van Breda
                                                                                                          Computer Equipment

SITEL Belgium, NV           Belgium                               J. Van Breda
                                                                                                           Office Equipment

SITEL Belgium, NV           Belgium                               J. Van Breda

                                                                                                           Office Equipment

SITEL Belgium, NV           Belgium                               J. Van Breda
                                                                                                           Office Equipment

SITEL Belgium, NV           Belgium                               J. Van Breda
                                                                                                           Office Equipment

SITEL Belgium, NV           Belgium                               Eurolease
                                                                                                          Building Improvements

SITEL Belgium, NV           Belgium                               EMG
                                                                                                            Local Area Network

LIENS TO BE TERMINATED AT
CLOSING AND RELEASED AS A
MATTER OF RECORD POST-CLOSING

SITEL Corporation                 Nebraska    9997739798     7/28/1997   Bankers Trust Company      Stock Notes, Partnership and LLC
                                                                         130 Liberty Street                        Interests
                                                                         New York, NY  10006

SITEL Corporation                 Nebraska    9997739801     7/28/1997   Bankers Trust Company      Stock Notes, Partnership and LLC
                                                                         130 Liberty Street                        Interests
                                                                         New York, NY  10006
SITEL Corporation                 Maryland     180768113     3/16/1998   Bankers Trust Company    Capital Stock and Equity Interests
                                                                         130 Liberty Street
                                                                         New York, NY  10006
SITEL Corporation                 Maryland     180768114     3/16/1998   Bankers Trust Company                      Accounts
                                                                         130 Liberty Street
                                                                         New York, NY  10006
SITEL Corporation                 Nebraska    9997739799    07/28/1997   Bankers Trust Company  Stock, Partnership and LLC Interests
                                                              Amended    130 Liberty Street
                                                              3/16/98    New York, NY  10006
SITEL International, Inc.         Nebraska    9998762901     3/16/1998   Bankers Trust Company  Stock, Partnership and LLC Interests
                                                                         130 Liberty Street
                                                                         New York, NY  10006

<PAGE>

SITEL Insurance Services, Inc.    Nebraska    9997739800      Amended    Bankers Trust Company  Stock, Partnership and LLC Interests
                                                              3/16/98    130 Liberty Street
                                                                         New York, NY  10006
SITEL Insurance Services, Inc.    Nebraska    9997739801    07/28/1997   Bankers Trust Company                   Same as above
                                                              Amended    130 Liberty Street
                                                              3/16/98    New York, NY  10006
SITEL Insurance Services, Inc.    Nebraska    9998762900     3/16/1998   Bankers Trust Company                   Accounts
                                                                         130 Liberty Street
                                                                         New York, NY  10006
Financial Insurance Services,     Nebraska    9997739802    07/28/1997   Bankers Trust Company  Stock, Partnership and LLC Interests
Inc.                                                          Amended    130 Liberty Street
                                                              3/11/98    New York, NY  10006
Financial Insurance Services,     Nebraska    9997739803    07/28/1997   Bankers Trust Company  Stock, Notes & Partnership or Member
Inc.                                                          Amended    130 Liberty Street                                Interests
                                                              3/11/98    New York, NY  10006
Financial Insurance Services,     Nebraska    9998762899     3/16/1998   Bankers Trust Company                   Accounts
Inc.                                                                     130 Liberty Street
                                                                         New York, NY  10006
Financial Insurance Services,     Nebraska    9997739804     7/28/1997   Bankers Trust Company  Stock, Notes & Partnership or Member
Inc.                                                                     130 Liberty Street                              Interests
                                                                         New York, NY  10006
National Action Financial          Georgia   067-97-009122   8/1/1997    Bankers Trust Company  Stock, Notes & Partnership or Member
Services                                                                 130 Liberty Street                    Interests
                                                                         New York, NY  10006
National Action Financial          Georgia   067-98-007295   6/15/1998   Bankers Trust Company      Accounts, Equipment, Inventory
Services                                                                 130 Liberty Street
                                                                         New York, NY  10006
SITEL Insurance Marketing         Nebraska    9997739795    07/28/1997   Bankers Trust Company  Stock, Notes & Partnership or Member
Services, Inc.                                                Amended    130 Liberty Street                    Interests
                                                              3/17/98    New York, NY  10006
National Action Financial         Nebraska    9997739804     7/28/1997   Bankers Trust Company                  Accounts
Services                                                                 130 Liberty Street
                                                                         New York, NY  10006
SITEL Insurance Marketing Serv.   Nebraska    9998762896     3/16/1998   Bankers Trust Company                  Accounts
                                                                         130 Liberty Street
                                                                         New York, NY  10006
SITEL Mexico Holdings LLC         Nebraska    9998782132     9/14/1998   Bankers Trust Company  Accounts Receivable and Contract
                                                                         130 Liberty Street                   Rights
                                                                         New York, NY  10006

<PAGE>

LIENS TO BE TERMINATED AND
RELEASED POST-CLOSING

National Action Financial          Fulton    060-95-008824   5/16/1995   Provident Capital Group, Inc.     Specific Leased Equipment
Services                           County                                1406 1405h Place NE, #200
                                   Georgia                               Bellevue, WA 98007
                                                                         Assigned to:
                                                                         Colonial Pacific Leasing
                                                                         P.O. Box 1100
                                                                         Tualatin, OR  97062
National Action Financial          DeKalb    044-95-005489   5/16/1995   First Union National Bank of      Acccounts and Specific
Services                           County       amended                  Georgia                              Leased Equipment
                                   Georgia   044-96-001472               999 Peachtree
                                                                         Street
                                                                         Atlanta, GA  30309
National Action Financial          Alabama       48852      11/26/1999   IBM                    All computer, information processing
Services                                                                 Corporation         and other purchased equipment and goods
                                                                         1133 Westchester Ave.  referenced on IBM Supplement #013148
                                                                         White Plains, NY  10604                      dated 11/15/97
National Action Financial         Gwinnett       Book        5/7/1998    Georgia Higher Education Assistance Judgment Lien $4,361.73
Services                           County         897                    Corporation
                                   Georgia     Page 103                  285 Peachtree Center Avenue
                                                                         NE

                                                                         Atlanta, GA  30303-1229
SITEL Corporation                 Colorado    19972048421    6/12/1997   IBM Corporation              IBM Equipment specified on IBM
                                                                         1133 Westchester Avenue     Supplement #012228 dated 6/3/97
                                                                          White Plains, N Y  10604
SITEL Corporation                  Georgia   007-97-004171   6/12/1997   IBM Corporation                         Equipment
                                                                         1133 Westchester Avenue
                                                                          White Plains, N Y  10604
SITEL Corporation                 Nebraska    9997735431     6/12/1997   IBM Corporation                   Specific IBM Equipment
                                                                         1133 Westchester Avenue
                                                                          White Plains, N Y  10604
SITEL Corporation                   Texas       122818       6/17/1997   IBM Credit Corporation              Specific Equipment
                                                                         1133 Westchester Ave.
                                                                         White Plains, NY  10604
SITEL Corporation                   Texas       122819       6/12/1997   IBM Credit Corporation              Specific Equipment
                                                                         1133 Westchester Ave.
                                                                         White Plains, NY  10604
SITEL TMS Limited                 Ireland                    1/23/1997   Allied Irish Banks PLC     Mortgage on 48 Western Parkway
                                                                                                 Business Centre, Ballymount, Dublin


<PAGE>

SITEL Consulting Limited
(f/k/a L&R Group)               UK                9/5/1994    Barclays Bank            All freehold and leasehold property,
                                                              54 Lombard Street        fixtures, machinery, goodwill, book
                                                              London  EC3P 3AH                        debts
SITEL Consulting Limited
(f/k/a the L&R Group Limited)   UK                3/18/1998   The Royal Bank of Scotland PLC ***All freehold and leasehold property,
                                                              36 St. Andrew Square                 fixtures, machinery, goodwill,
                                                              Edinburgh  EH2 24B                intellectual property rights, stock
                                                                                                     book debts, bank accounts
SITEL Consulting Limited        UK                1/26/2000   Barclays Bank                     All freehold and leasehold property,
                                                              54 Lombard Street                    fixtures, machinery, goodwill,
                                                              London  EC3P 3AH                  intellectual property rights, stock
                                                                                                     book debts, bank accounts
Mitre PLC (SITEL Europe plc)    UK                5/12/1994   The Royal Bank of Scotland PLC
                                                              36 St. Andrew Square              ***Equipment, machinery, furniture,
                                                              Edinburgh  EH2 24B             fixtures, goodwill, stock, Intellectual
                                                                                                    property rights, book debts
SITEL Europe plc                UK                1/26/2000   Barclays Bank                       Freehold and leasehold property,
                                                              54 Lombard Street                   machinery, goodwill, book debts
                                                              London  EC3P 3AH
SITEL UK PLC                    UK                1/23/1998   The Royal Bank of Scotland PLC ***All freehold and leasehold property,
                                                              36 St. Andrew Square                 fixtures, machinery, goodwill,
                                                              Edinburgh  EH2 24B                Intellectual property rights, stock,
                                                                                                     book debts, bank accounts
SITEL UK Limited                UK                1/26/2000   Barclays Bank                       Freehold and leasehold property,
                                                              54 Lombard Street                   machinery, goodwill, book debts
                                                              London  EC3P 3AH
SITEL Moor Park Limited         UK                9/20/1995   The Royal Bank of Scotland PLC  ***Fixed and floating charges over the
                                                              36 St. Andrew Square           undertaking and all property and assets
                                                              Edinburgh  EH2 24B             present and future, including goodwill,
                                                                                             bookdebts, uncalled capital, buildings,
                                                                                                fixtures, fixed plan and machinery
SITEL Moor Park (Services)      UK                3/3/1998    The Royal Bank of Scotland PLC  ***Fixed and floating charges over the
Limited                                                       36 St. Andrew Square           undertaking and all property and assets
                                                              Edinburgh  EH2 24B             present and future, including goodwill,
                                                                                             bookdebts, uncalled capital, buildings,
                                                                                                fixtures, fixed plan and machinery

<PAGE>

SITEL Stratford Limited          UK                4/6/1994    Barclays Mercantile Business  A vax mainframe computer syste with all
                                                               Finance Limited               component parts as detailed on invoices
                                                                                                     from Merit Support Limited

SITEL Stratford Limited          UK             5/12/1994   The Royal Bank of Scotland PLC    ***Fixed and floating charges over the
                                                            36 St. Andrew Square             undertaking and all property and assets
                                                            Edinburgh  EH2 24B               present and future, including goodwill,
                                                                                             bookdebts, uncalled capital, buildings,
                                                                                                fixtures, fixed plan and machinery
SITEL Stratford Limited          UK             5/12/1994   The Royal Bank of Scotland PLC      ***Land on the south west side of
                                                            36 St. Andrew Square              Timothy's Bridge Road Strateford Upon
                                                            Edinburgh  EH2 24B                 Avon Warwickshire together with the
                                                                                               benefits of all covenants and rights
                                                                                              affecting or concerning the property,
                                                                                              the present and future goodwill of any
                                                                                                business carried on at the proper
SITEL Stratford (Services)       UK             3/3/1998    The Royal Bank of Scotland PLC    ***Fixed and floating charges over the
Limited                                                     36 St. Andrew Square             undertaking and all property and assets
                                                            Edinburgh  EH2 24B               present and future, including goodwill,
                                                                                             bookdebts, uncalled capital, buildings,
                                                                                                fixtures, fixed plan and machinery
SITEL Kingston (Services)        UK             3/3/1998    The Royal Bank of Scotland PLC    ***Fixed and floating charges over the
Limited                                                     36 St. Andrew Square             undertaking and all property and assets
                                                            Edinburgh  EH2 24B               present and future, including goodwill,
                                                                                             bookdebts, uncalled capital, buildings,
                                                                                                fixtures, fixed plan and machinery
SITEL Corporation              Georgia   025-97-001536   2/28/1997   First Bank National Association   Accounts, General Intangibles
                                                                     1700 Farnam
                                                                     Omaha, NE  68102
SITEL Corporation              Georgia   057-07-000771   3/3/1997    First Bank National Association   Accounts, General Intangibles
                                                                     1700 Farnam
                                                                     Omaha, NE  68102
Merit Communications NV (now   Belgium     Brussels     10/26/1993   Fortis Bank                          All Business Assets
SITEL Belgium NV)                          Mortgage                                                     (Balance of 119,050 USD)
                                           Registry


<PAGE>

Merit Communications NV (now   Belgium     Brussels      6/21/1994   KBC Bank                             All Business Assets
SITEL Belgium NV)                          Mortgage                                                     (Balance of 119,050 USD)
                                           Registry

Merit Communications NV (now   Belgium     Brussels      6/9/1994    Fortis Bank                          All Business Assets
SITEL Belgium NV)                          Mortgage                                                     (Balance of 119,050 USD)
                                           Registry

Merit Communications NV (now   Belgium     Brussels      6/5/1995    Fortis Bank                          All Business Assets
SITEL Belgium NV)                          Mortgage                                                     (Balance of 714,285 USD)
                                           Registry

Merit Communications NV (now   Belgium     Brussels      4/11/1996   Deutsche Bank                        All Business Assets
SITEL Belgium NV)                          Mortgage                                                     (Balance of 297,620 USD)
                                           Registry

Merit Communications NV (now       Belgium     Brussels     11/12/1996   Fortis Bank                       All Business Assets
SITEL Belgium NV)                              Mortgage                                                  (Balance of 119,050 USD)
                                               Registry

                                 **Canadian
                                 Counsel is
                                  preparing
                                     an
                                 acknowledgement
                                  regarding
                                  specific
                                   type of
                                 collateral.
</TABLE>

***Barclays  is  indemnifying  Royal Bank of Scotland  against the amount of the
obligation guaranteed by Royal Bank of Scotland (50,000 British pounds sterling)
in order to secure the termination and release of these security interests.

<PAGE>
                                                                     SCHEDULE VI
                                                                     -----------

EXISTING INVESTMENTS

490 shares of SITEL  Insurance  Services  Canada Inc. common stock (49%) held by
SITEL Teleservices Canada Inc.

50 shares of Class A common  stock of 3101223  Canada  Inc.  (50%) held by SITEL
Teleservices Canada Inc.

35.898%  of  International  Research  Pty Ltd.  common  stock held by SITEL Asia
Pacific Investments Pte Ltd. (this Investment has been written off)

35.898% of Software Associates Asia Ltd. common stock held by SITEL Asia Pacific
Investments Pte Ltd. (this Investment has been written off)

<PAGE>
                                                                    SCHEDULE VII

                           EXISTING LETTERS OF CREDIT
                           --------------------------
<TABLE>
<CAPTION>
         Borrower              Issuing Lender             Beneficiary             Expiry Date        Currency        Stated Amount
         --------              --------------             -----------             -----------        --------        -------------
     <S>                        <C>                 <C>                             <C>              <C>               <C>
     SITEL Corporation          US Bank N.A.        National Australia Bank         9/10/00          Dollars           $3,200,000
</TABLE>

<PAGE>

                                                                   SCHEDULE VIII



                                 MANDATORY COSTS

                          CALCULATION OF MANDATORY COST

         (a) The  Mandatory  Cost for a Lender  for a Euro Rate Loan for each of
its Interest  Periods (or any other period for which  interest is calculated) is
the rate  determined by the  Administrative  Agent to be equal to the arithmetic
mean (rounded upward,  if necessary,  to the nearest 1/16th of one per cent.) of
the  respective  rates notified by such Lender to the  Administrative  Agent and
calculated in accordance with the following formulae:

                  in relation to a Euro Rate Loan denominated in Sterling:

                  BY + S(Y-Z) + F x 0.01 % per annum =  Mandatory  Cost 100-(B +
S) in relation to any other Euro Rate Loan:

                  F x 0.01 % per annum = Mandatory Cost
                  --------
                    300

                  where on the day of application of the relevant formula:

                  B        is  the   percentage   of  that   Lender's   eligible
                           liabilities  (assuming  them to be in  excess  of any
                           stated  minimum)  which the Bank of England  requires
                           that Lender to hold on a non-interest-bearing deposit
                           account   in   accordance   with  its   cash   ration
                           requirements;

                  Y        is the Euro Rate applicable to the relevant Interest
                           Period (or period);

                  S        is  the   percentage   of  that   Lender's   eligible
                           liabilities  which the Bank of England  requires from
                           time to time that Lender to place as interest bearing
                           special deposits with the Bank of England;

                  Z        is the interest rate per annum payable by the Bank of
                           England to that Lender on special interest bearing
                           deposits; and

                  F        is the charge payable by that Lender to the Financial
                           Services  Authority  under paragraph 2.02 or 2.03 (as
                           appropriate)  of the Fees  Regulations  but where for
                           this purpose, the figure in paragraph 2.02b and 2.03b
                           will  be  deemed  to  be  zero  expressed  in  Pounds
                           Sterling per (pound)1 million of the fee base of that
                           Lender.

         b)       For the purposes of this Exhibit E:

                    (i)  "eligible  liabilities" and "special deposits" have the
                         meaning given to them at the time of application of the
                         formula by the Bank of England;

                    (ii) "fee  base"  has the  meaning  given  to it in the Fees
                         Regulations; and
<PAGE>

                    (iii)"Fees  Regulations"   means  the  Banking   Supervision
                         (Fees)  Regulations  1998 and/or any other  regulations
                         governing the payment of fees for banking supervision.

         (c) In the  application  of the formula,  B, Y, S and Z are included in
the formula as figures and not as percentages, e.g., if B = 0.5% and Y = 15%, BY
is calculated as 0.5 x 15.

         (d)      (i)   The formula is applied on the first day of each relevant
                        period comprised in the relevant Interest Period
                        (or period).

                  (ii)  Each rate  calculated in accordance  with the formula
                        is,  if  necessary,  rounded  upward  to the  nearest
                        1/16th of one per cent.

         (e)  If  the   Administrative   Agent   determines  that  a  change  in
circumstances  has  rendered,  or will render,  the formula  inappropriate,  the
Administrative  Agent (after  consultation  with the  Lenders)  shall notify the
Borrowers  of the  manner  in which the  Mandatory  Cost  will  subsequently  be
calculated.  The manner of calculation so notified by the  Administrative  Agent
shall, in the absence of manifest error, be binding on all parties.


<PAGE>
                                                                     SCHEDULE IX

SCHEDULE OF INDEBTEDNESS TO BE REFINANCED


<PAGE>
<TABLE>
<CAPTION>

          Currency        Borrower          Bank/Counterparty       Facility Type         Purpose         Maturity      Balance
          --------        --------          -----------------       -------------         -------         --------      -------

            <S>  <C>                           <C>             <C>                  <C>              <C>               <C>
            USD  SITEL Corporation             Bankers Trust   Credit Facility                                         12,500,000.00


            EUR     Telepromotion,             Deutsche Bank              Loan          Leasehold     4/8/02              613.193,77
                              S.A.                                                    improvement
            EUR     Telepromotion,               Caja Madrid              Loan      Furniture and    6/15/02              347.599,08
                              S.A.                                                       computer
                                                                                        equipment

            EUR      SITEL Iberica             Barclays Bank              Loan          Furniture    4/24/00                3.496,06
                     Teleservices,
                              S.A.

            EUR      SITEL Iberica             Barclays Bank              Loan           Computer    7/24/00               48.463,94
                     Teleservices,                                                      equipment
                              S.A.

            EUR      SITEL Iberica               Caja Madrid              Loan          Telephone    10/21/00             189.349,40
                     Teleservices,                                                       software
                              S.A.

            EUR      SITEL Iberica               Caja Madrid              Loan          Telephone    6/15/02              695.198,19
                     Teleservices,                                                       hardware
                              S.A.

            EUR    Action ServiCos             Barclays Bank              Loan          Leasehold    11/24/02             202.511,95
                   de Publicidade,                                                   improvement,
                              S.A.

            EUR     Telepromotion,               Caja Madrid         Overdraft    Working capital    6/15/00              127.967.50
                              S.A.

            EUR      SITEL Iberica             Barclays Bank         Overdraft    Working capital     6/9/00            1.083.306,29
                     Teleservices,
                              S.A.

            EUR      SITEL Iberica               Caja Madrid         Overdraft    Working capital    6/15/00            1.073.714,13
                     Teleservices,
                              S.A.

            EUR      SITEL Belgium                  KBC Bank     Overdraft and    Working capital     4-7-00            1.273.539,00
                                                                 Straight Loan

            EUR      SITEL Belgium             Deutsche Bank     Overdraft and    Working capital    6-30-00              727.313,40
                                                                  Straight Loan
     EUR/USD/GBP      SITEL Belgium               Fortis Bank     Overdraft and    Working capital      N/A               495.787,00
                                                                  Straight Loan

          EUR      SITEL Belgium                       BBL     Overdraft and    Working capital    5-17-00              484.345,60
                                                               Straight Loan
<PAGE>

          EUR      SITEL Belgium                  ABN AMRO         Overdraft    Working capital      N/A                    554,58
          EUR         SITEL Gmbh             Generale Bank     Overdraft and    Working capital      N/A                150.000,00
                                                               Straight Loan

          EUR         SITEL Gmbh               Commerzbank         Overdraft    Working capital      N/A                         0
          EUR       SITEL France     Societe Generale Bank         Overdraft    Working capital      N/A                         0
          EUR       SITEL France                  S.N.V.B.    Securitization           Accounts     12-00                        0
                                                                                     Receivable

          EUR            Systems                  ABN AMRO         Overdraft    Working capital      N/A                         0
                      Integrated
                   Telemarketing

                Netherlands B.V.
          GBP           SITEL UK             Barclays Bank     Overdraft and    Working Capital     12-00                        0
                                                               Straight Loan
          GBP  SITEL Europe, plc             Barclays Bank         Overdraft    Working Capital     12-00                        0
          GBP   SITEL Consulting             Barclays Bank         Overdraft    Working Capital     12-00                        0
                             Ltd
</TABLE>

<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

SECTION 1.  Amount and Terms of Credit.....................................    1

         1.01  The Commitments.............................................    1
         1.02  Minimum Amount of Each Borrowing............................    3
         1.03  Notice of Borrowing.........................................    3
         1.04  Disbursement of Funds.......................................    4
         1.05  Notes.......................................................    5
         1.06  Conversions.................................................    6
         1.07  Pro Rata Borrowings.........................................    6
         1.08  Interest....................................................    6
         1.09  Interest Periods............................................    7
         1.10  Increased Costs, Illegality, etc............................    8
         1.11  Compensation................................................   11
         1.12  Change of Lending Office....................................   11
         1.13  Replacement of Lenders......................................   12

SECTION 2.  Letters of Credit..............................................   13

         2.01  Letters of Credit...........................................   13
         2.02  Maximum Letter of Credit Outstandings; Final Maturities.....   14
         2.03  Letter of Credit Requests; Minimum Stated Amount............   14
         2.04  Letter of Credit Participations.............................   15
         2.05  Agreement to Repay Letter of Credit Drawings................   17
         2.06  Increased Costs.............................................   18

SECTION 3.  Fees; Adjustments to the Total Revolving Loan Commitment.......   19

         3.01  Fees........................................................   19
         3.02  Voluntary Termination of Unutilized Commitments.............   19
         3.03  Mandatory Reduction of Commitments..........................   20
         3.04  Increase of the Total Revolving Loan Commitment.............   21

SECTION 4.  Prepayments; Payments; Taxes...................................   22

         4.01  Voluntary Prepayments.......................................   22
         4.02  Mandatory Repayments........................................   23
         4.03  Method and Place of Payment.................................   24
         4.04  Net Payments................................................   24


<PAGE>
SECTION 5.  Conditions Precedent to the Effective Date.....................   27

         5.01  Execution of Agreement; Notes...............................   27
         5.02  Officer's Certificate.......................................   27
         5.03  Opinions of Counsel.........................................   28
         5.04  Corporate Documents; Proceedings; etc.......................   28
         5.05  Refinancing, etc............................................   29
         5.06  Adverse Change, etc.........................................   29
         5.07  Litigation..................................................   30
         5.08  Pledge Agreements...........................................   30
         5.09  Security Agreements.........................................   30
         5.10  Subsidiary Guaranties.......................................   31
         5.11  Financial Statements; Projections...........................   31
         5.12  Solvency Certificate........................................   31
         5.13  Insurance Certificates......................................   31
         5.14  Fees, etc...................................................   32
         5.15  Consent Letter..............................................   32

SECTION 6.  Conditions Precedent to All Credit Events......................   32

         6.01  Effective Date..............................................   32
         6.02  No Default; Representations and Warranties..................   32
         6.03  Notice of Borrowing; Letter of Credit Request...............   32

SECTION 7.  Representations, Warranties and Agreements.....................   33

         7.01  Status......................................................   33
         7.02  Power and Authority.........................................   33
         7.03  No Violation................................................   33
         7.04  Approvals...................................................   34
         7.05  Financial Statements; Financial Condition; Undisclosed
               Liabilities; Projections; etc...............................   34
         7.06  Litigation..................................................   35
         7.07  True and Complete Disclosure................................   35
         7.08  Use of Proceeds; Margin Regulations.........................   35
         7.09  Tax Returns and Payments....................................   36
         7.10  Compliance with ERISA.......................................   36
         7.11  Security Documents..........................................   37
         7.12  Properties..................................................   38
         7.13  Capitalization..............................................   38
         7.14  Subsidiaries................................................   38
         7.15  Compliance with Statutes, etc...............................   38
         7.16  Investment Company Act......................................   39
         7.17  Public Utility Holding Company Act..........................   39
         7.18  Environmental Matters.......................................   39
         7.19  Labor Relations.............................................   39
         7.20  Patents, Licenses, Franchises and Formulas..................   40
         7.21  Indebtedness................................................   40
         7.22  Senior Subordinated Notes...................................   40
         7.23  Year 2000...................................................   40


<PAGE>

SECTION 8.  Affirmative Covenants..........................................   41

         8.01  Information Covenants.......................................   41
         8.02  Books, Records and Inspections; Annual Meetings.............   43
         8.03  Maintenance of Property; Insurance..........................   43
         8.04  Corporate Franchises........................................   44
         8.05  Compliance with Statutes, etc...............................   44
         8.06  Compliance with Environmental Laws..........................   44
         8.07  ERISA.......................................................   45
         8.08  End of Fiscal Years; Fiscal Quarters........................   46
         8.09  Performance of Obligations..................................   46
         8.10  Payment of Taxes............................................   46
         8.11  Foreign Subsidiaries Security...............................   47
         8.12  Additional Security; Further Assurances.....................   47
         8.13  Margin Stock................................................   49
         8.14  Permitted Acquisitions......................................   49
         8.15  Certain Post-Closing Actions................................   50

SECTION 9.  Negative Covenants.............................................   51

         9.01  Liens.......................................................   51
         9.02  Consolidation, Merger, Purchase or Sale of Assets, etc......   54
         9.03  Restricted Payments.........................................   56
         9.04  Indebtedness................................................   57
         9.05  Advances, Investments and Loans.............................   58
         9.06  Transactions with Affiliates................................   61
         9.07  Capital Expenditures........................................   62
         9.08  Consolidated Interest Coverage Ratio........................   63
         9.09  Maximum Leverage Ratio......................................   63
         9.10  Minimum Consolidated EBITDA.................................   64
         9.11  Limitation on Modifications of Certificate of Incorporation,
               By-Laws, and Senior Subordinated Note Documents; etc........   64
         9.12  Limitation on Certain Restrictions on Subsidiaries..........   64
         9.13  Limitation on Issuance of Capital Stock.....................   65
         9.14  Business....................................................   65
         9.15  Limitation on Creation of Subsidiaries......................   65

SECTION 10.  Events of Default.............................................   65

         10.01  Payments...................................................   65
         10.02  Representations, etc.......................................   65
         10.03  Covenants..................................................   66
         10.04  Default Under Other Agreements.............................   66
         10.05  Bankruptcy, etc............................................   66
         10.06  ERISA......................................................   66
         10.07  Security Documents.........................................   67
         10.08  Guaranties.................................................   67
         10.09  Judgments..................................................   68
         10.10  Change of Control..........................................   68
<PAGE>

SECTION 11.  Definitions and Accounting Terms..............................   68

         11.01  Defined Terms..............................................   68

SECTION 12.  The Administrative Agent......................................   93

         12.01  Appointment................................................   93
         12.02  Nature of Duties...........................................   93
         12.03  Lack of Reliance on the Administrative Agent...............   93
         12.04  Certain Rights of the Administrative Agent.................   94
         12.05  Reliance...................................................   94
         12.06  Indemnification............................................   94
         12.07  The Administrative Agent in its Individual Capacity........   94
         12.08  Holders....................................................   95
         12.09  Resignation by the Administrative Agent....................   95
         12.10  Syndication and Documentation Agents.......................   96

SECTION 13.  Miscellaneous.................................................   96

         13.01  Payment of Expenses, etc...................................   96
         13.02  Right of Setoff............................................   97
         13.03  Notices....................................................   97
         13.04  Benefit of Agreement; Assignments; Participations..........   98
         13.05  No Waiver; Remedies Cumulative.............................  100
         13.06  Payments Pro Rata..........................................  100
         13.07  Calculations; Computations; Accounting Terms...............  101
         13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;
                WAIVER OF JURY TRIAL.......................................  102
         13.09  Counterparts...............................................  103
         13.10  Effectiveness..............................................  103
         13.11  Headings Descriptive.......................................  103
         13.12  Amendment or Waiver; etc...................................  103
         13.13  Survival...................................................  105
         13.14  Domicile of Loans..........................................  105
         13.15  Register...................................................  105
         13.16  Confidentiality............................................  106
         13.17  Judgment Currency..........................................  106
         13.18  Euro.......................................................  107
         13.19  European Reorganization....................................  107

SECTION 14.  Parent Guaranty...............................................  108

         14.01  The Guaranty...............................................  108
         14.02  Bankruptcy.................................................  108
         14.03  Nature of Liability........................................  108
         14.04  Independent Obligation.....................................  109
         14.05  Authorization..............................................  109
         14.06  Reliance...................................................  110
         14.07  Subordination..............................................  110
         14.08  Waiver.....................................................  110
         14.09  Nature of Liability........................................  111

<PAGE>

SCHEDULE I                Revolving Loan Commitments
SCHEDULE II               Lender Addresses
SCHEDULE III              Subsidiaries
SCHEDULE IV               Existing Indebtedness
SCHEDULE V                Existing Liens
SCHEDULE VI               Existing Investments
SCHEDULE VII              Existing Letters of Credit
SCHEDULE VIII             Mandatory Costs
SCHEDULE IX               Indebtedness to be Refinanced

EXHIBIT A Form of Notice of Borrowing
EXHIBIT B-1 Form of Revolving Note
EXHIBIT B-2 Form of Swingline Note
EXHIBIT C Form of Letter of Credit Request
EXHIBIT D Form of Section 4.04(b)(ii) Certificate
EXHIBIT E-1 Form of Opinion of Abrahams Kaslow & Cassman,
            Special Counsel to the Credit Parties
EXHIBIT E-2 Form of Opinion of the General Counsel of the US Borrower
EXHIBIT E-3 Form of Opinion of Taylor Joynson Garrett Carmelite, special
            United Kingdom counsel to the English Borrower
EXHIBIT E-4 Form of Opinion of Matheson Ormsby Prentice, special Irish counsel
            to the Irish Borrower
EXHIBIT E-5 Form of Opinion of Buxeda & Asociados, special Spanish counsel to
            the US Borrower
EXHIBIT F   Form of Officers' Certificate
EXHIBIT G   Form of Pledge Agreement
EXHIBIT H   Form of Security Agreement
EXHIBIT I-1 Form of US Subsidiaries Guaranty
EXHIBIT I-2 Form of Foreign Subsidiaries Guaranty
EXHIBIT J   Form of Solvency Certificate
EXHIBIT K   Form of Assignment and Assumption Agreement
EXHIBIT L   Form of Intercompany Note
EXHIBIT M   Form of Subordination Provisions
EXHIBIT N   Form of Consent Letter
<PAGE>
                     FORM OF NOTICE OF BORROWING - EXHIBIT A

                                                                         [Date]


Bankers Trust Company,
  as Administrative Agent for the Lenders party
  to the Credit Agreement
  referred to below
One Bankers Trust Plaza
130 Liberty Street
New York, New York  10006

Attention:  ______________

with a copy to:

Bankers Trust Company
1 Appold Street
Broadgate, London EC2A HE

Attention:    Loans Agency Department
              Liz Keegan

Ladies and Gentlemen:
                  The undersigned, [SITEL Corporation] [SITEL Europe plc] [SITEL
TMS  Limited],  refers to the Credit  Agreement,  dated as of April 11, 2000 (as
amended, modified or supplemented from time to time, the "Credit Agreement," the
terms  defined  therein  being used  herein as  therein  defined),  among  SITEL
Corporation,  SITEL Europe plc, SITEL TMS Limited, the lenders from time to time
party  thereto  (the  "Lenders"),  and you,  as  Administrative  Agent  for such
Lenders, and hereby gives you notice,  irrevocably,  pursuant to Section 1.03(a)
of the Credit Agreement,  that the undersigned hereby requests a Borrowing under
the Credit  Agreement,  and in that  connection sets forth below the information
relating to such  Borrowing  (the  "Proposed  Borrowing") as required by Section
1.03(a) of the Credit Agreement:

           (i)      The Business Day of the Proposed Borrowing is ____________.1

-------------------
1     Shall be a Business Day at least one Business Day in the case of Base Rate
      Loans, at least three Business Days in the case of Eurodollar Loans and at
      least three Business Days in the case of Foreign  Currency  Loans, in each
      case,  after the date hereof  provided that (in each case) any such notice
      shall be deemed to have been given on a certain  day only if given  before
      11:00 A.M. (Local time) on such day.

<PAGE>

               (ii) The Proposed  Borrowing  shall  consist of  Revolving  Loans
                    denominated in [Dollars] [Euros] [Pounds Sterling]2.

               (iii)The aggregate  principal amount of the Proposed Borrowing is
                    ____________.3

               [(iv)The  Revolving  Loans to be made  pursuant  to the  Proposed
                    Borrowing shall be initially maintained as [Base Rate Loans]
                    [Eurodollar Loans].]4

               [[(iv)][(v)]  The  initial   Interest  Period  for  the  Proposed
                    Borrowing is [one][two][three][six] month(s).]5

                  The undersigned hereby certifies that the following statements
are  true on the  date  hereof,  and  will be true on the  date of the  Proposed
Borrowing:

                           (A) the representations  and warranties  contained in
                  the Credit Agreement and in the other Credit Documents are and
                  will be true and correct in all material respects, both before
                  and after giving  effect to the Proposed  Borrowing and to the
                  application  of the proceeds  thereof,  as though made on such
                  date,  unless stated to relate to a specific  earlier date, in
                  which case such  representations  and warranties shall be true
                  and correct in all material  respects as of such earlier date;
                  and

                           (B) no Default or Event of Default has  occurred  and
                  is continuing, or would result from such Proposed Borrowing or
                  from the application of the proceeds thereof.

                                Very truly yours,

---------------
2    Dollars Revolving Loans are only available to the US Borrower,  and Foreign
     Currency Loans are only available to the Foreign Borrowers.

3    Shall be stated in  Dollars  in the case of the US  Borrower  and in Pounds
     Sterling  or  Euros  in the  case of the  English  Borrower  and the  Irish
     Borrower, as applicable.

4    To be provided in the case of Revolving Loans Denominated in Dollars.

5    To be included for a Proposed Borrowing of Euro Rate Loans.


<PAGE>
                                         [NAME OF THE APPLICABLE BORROWER]


                                         By________________________
                                         Name:
                                         Title:
<PAGE>

                      FORM OF REVOLVING NOTE - EXHIBIT B-1

$_____________                                               New York, New York



                  FOR  VALUE  RECEIVED,   [NAME  OF  BORROWER],  a  ____________
corporation  (the   "Borrower"),   hereby  promises  to  pay  to  the  order  of
____________or  its registered  assigns (the "Lender"),  [in lawful money of the
United States of America]6 [in lawful money of the respective  Foreign  Currency
(as defined in the  Agreement  referred to below) or Foreign  Currencies  of the
respective Foreign Currency Loans (as defined in the Agreement) evidenced hereby
from time to time],7 in immediately  available funds, at the applicable  Payment
Office (as defined in the Agreement  referred to below) of Bankers Trust Company
(the  "Administrative  Agent")  on the Final  Maturity  Date (as  defined in the
Agreement) the principal sum of _______________ DOLLARS ($______________) or, if
less, the then unpaid principal amount of all Revolving Loans (as defined in the
Agreement)  made by the  Lender  to the  Borrower  pursuant  to the  Agreement[,
provided that,  notwithstanding  the fact that the principal amount of this Note
is denominated in Dollars, to the extent provided in the Agreement, all payments
hereunder with respect to Foreign  Currency Loans evidenced hereby shall be made
in the respective  Foreign Currency or Foreign  Currencies in which such Foreign
Currency  Loans were made,  whether or not the Dollar  Equivalent (as defined in
the Agreement) of such amounts would exceed the stated  principal amount of this
Note.]8

                  The  Borrower  also  promises  to pay  interest  on the unpaid
principal  amount hereof in like money at said office from the date hereof until
paid at the rates and at the times  provided in Section  1.08 of the  Agreement.
All  payments  pursuant  to this  Note  shall  be made in  accordance  with  the
requirements of Sections 4.03 and 4.04 of the Agreement.

-------------------
6     To be inserted in the Revolving Note for the US Borrower.

7     To be inserted in the Revolving Note for each Foreign Borrower.

8     To be inserted in the Revolving Note of each Foreign Borrower.


<PAGE>

                  This Note is one of the  Revolving  Notes  referred  to in the
Credit  Agreement,  dated as of April 11, 2000, by and among SITEL  Corporation,
SITEL Europe plc, SITEL TMS Limited, the various lenders from time to time party
thereto  (including  the Lender) and Bankers Trust  Company,  as  Administrative
Agent (as amended, modified or supplemented from time to time, the "Agreement"),
and is entitled to the benefits  thereof and of the other Credit  Documents  (as
defined in the  Agreement).  This Note is  secured  by  certain of the  Security
Documents  (as defined in the  Agreement)  and is  entitled  to the  benefits of
certain of the  Guaranties  (as  defined in the  Agreement),  as provided in the
Agreement.  As  provided  in the  Agreement,  this Note is subject to  voluntary
prepayment and mandatory repayment prior to the Final Maturity Date, in whole or
in part.

                  In case an Event of  Default  (as  defined  in the  Agreement)
shall occur and be  continuing,  the  principal of and accrued  interest on this
Note may become or be  declared to be due and payable in the manner and with the
effect provided in the Agreement.

                  The Borrower  hereby waives  presentment,  demand,  protest or
notice of any kind in connection with this Note.

                  THIS  NOTE  SHALL  BE  CONSTRUED  IN  ACCORDANCE  WITH  AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

                                                 [NAME OF BORROWER]


                                               By:______________________________
                                                   Title:

<PAGE>
                      FORM OF SWINGLINE NOTE - EXHIBIT B-2

$10,000,000                                                   New York, New York
                                                             ------------, -----

                  FOR   VALUE   RECEIVED,   SITEL   CORPORATION,   a   Minnesota
corporation,  (the  "Borrower"),  hereby promises to pay to the order of Bankers
Trust Company (the  "Lender") in lawful money of the United States of America in
immediately available funds, at the applicable Payment Office (as defined in the
Agreement)  of  Bankers  Trust  Company  (the  "Administrative  Agent"),  on the
Swingline  Expiry Date (as defined in the  Agreement)  the  principal sum of TEN
MILLION DOLLARS  ($10,000,000)  or, if less, the then unpaid principal amount of
all  Swingline  Loans (as  defined in the  Agreement)  made by the Lender to the
Borrower pursuant to the Agreement.

                  The  Borrower  promises  also to pay  interest  on the  unpaid
principal  amount of the Swingline  Loans made to such Borrower by the Lender in
like money at said office  from the date  hereof  until paid at the rates and at
the times  provided in Section  1.08 of the  Agreement  referred  to below.  All
payments pursuant to this Note shall be made in accordance with the requirements
of Sections 4.03 and 4.04 of the Agreement.

                  This Note is the  Swingline  Note  referred  to in the  Credit
Agreement,  dated as of April 11, 2000,  among the  Borrower,  SITEL Europe plc,
SITEL TMS Limited,  the lenders from time to time party thereto  (including  the
Lender) and Bankers Trust Company, as Administrative Agent (as amended, modified
or  supplemented  from time to time,  the  "Agreement")  and is  entitled to the
benefits thereof and of the other Credit Documents. This Note is also secured by
certain of the Security  Documents (as defined in the Agreement) and is entitled
to the benefits of the US  Subsidiaries  Guaranty (as defined in the Agreement),
as provided in the Agreement. As provided in the Agreement, this Note is subject
to voluntary  prepayment and mandatory  repayment prior to the Swingline  Expiry
Date, in whole or in part.

                  In case an Event of  Default  (as  defined  in the  Agreement)
shall occur and be  continuing,  the  principal of and accrued  interest on this
Note may become or be  declared to be due and payable in the manner and with the
effect provided in the Agreement.

                  The Borrower  hereby waives  presentment,  demand,  protest or
notice of any kind in connection with this Note.


<PAGE>


         THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE  WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.

                                SITEL CORPORATION

                                By:______________________________
                                     Title:


<PAGE>
                  FORM OF LETTER OF CREDIT REQUEST - EXHIBIT C

No.   1   Dated       2
    ------      -------------


Bankers Trust Company,  as Administrative  Agent under the Credit Agreement (the
   "Credit  Agreement"),  dated as of April 11, 2000,  among SITEL  Corporation,
   SITEL  Europe plc,  SITEL TMS  Limited,  the lenders  from time to time party
   thereto, and Bankers Trust Company, as Administrative Agent

130 Liberty Street
New York, New York  10006

Attention:

[Name and Address of Issuing Lender]

Attention:

Dear Sirs:

                  We hereby  request that  _________________,  in its individual
capacity,  issue a  [standby]  [trade]  Letter of Credit for the  account of the
undersigned on 3 (the "Date of Issuance") in the aggregate  stated amount of 4 .
The requested Letter of Credit shall be denominated in 5 .


-----------------
1    Letter of Credit Request number.
2    Date of Letter of Credit Request.
3    Date of Issuance  which shall be at least five  Business Days from the date
     hereof (or such shorter period as is acceptable to the  respective  Issuing
     Lender).
4    Aggregate initial Stated Amount of Letter of Credit which shall not be less
     than $100,000 or the Dollar  Equivalent  thereof in the case of a Letter of
     Credit issued in Foreign Currency or such lesser amount as is acceptable to
     the respective Issuing Lender.
5    Specify  Dollars,   Euros,  Canadian  Dollars,   British  Pounds  Sterling,
     Australian Dollars or, to the extent approved by the  Administrative  Agent
     and the respective  Issuing Lender,  any such other currency.  Only standby
     Letters  of Credit,  up to the  Dollar  Equivalent  of  $10,000,000  in the
     aggregate,  may be issued and  outstanding in a currency other than Dollars
     and such  issuance  is subject to the  consent  of the  respective  Issuing
     Lender. Trade Letters of Credit may only be issued in Dollars.


<PAGE>

                  For  purposes  of  this  Letter  of  Credit  Request,   unless
otherwise defined herein, all capitalized terms used herein which are defined in
the Credit Agreement shall have the respective meaning provided therein.

     The  beneficiary  of the  requested  Letter of Credit  will be 6 , and such
Letter of Credit will be in support of 7 and will have a stated  expiration date
of 8 .

                  We hereby certify that:

                  (1) the representations and warranties contained in the Credit
         Agreement  and in the other Credit  Documents  are and will be true and
         correct in all material  respects,  both before and after giving effect
         to the issuance of the Letter of Credit requested  hereby,  on the Date
         of Issuance (it being understood and agreed that any  representation or
         warranty  which by its terms is made as of a  specified  date  shall be
         required to be true and  correct in all  material  respects  only as of
         such specified date); and

                  (2) no  Default  or  Event  of  Default  has  occurred  and is
         continuing  nor,  after giving  effect to the issuance of the Letter of
         Credit  requested  hereby,  would such a Default or an Event of Default
         occur.

                  Copies of all  documentation  with  respect  to the  supported
transaction are attached hereto.

                                            SITEL CORPORATION



                                            By_____________________________
                                                Name:
                                                Title:

------------
6    Insert name and address of beneficiary.

7    Insert  description of L/C  Supportable  Obligations in the case of standby
     letters of credit and insert  description of commercial  transaction in the
     case of trade letters of credit.

8    Insert the last date upon which  drafts may be  presented  which may not be
     later than the earlier of (x) (A) in the case of standby Letters of Credit,
     12 months after the Date of Issuance  and (B) in the case of trade  Letters
     of  Credit,  180 days  after  the Date of  Issuance  and (y) (i) the  third
     Business  Day  prior to the  Final  Maturity  Date in the  case of  standby
     Letters of Credit or (ii) the 30th day prior to the Final  Maturity Date in
     the case of trade Letters of Credit.


<PAGE>
               FORM OF SECTION 4.04(b)(ii) CERTIFICATE - EXHIBIT D

                  Reference is hereby made to the Credit Agreement,  dated as of
April 11, 2000,  among SITEL  Corporation,  SITEL Europe plc, SITEL TMS Limited,
the lenders  from time to time party  thereto,  and Bankers  Trust  Company,  as
Administrative  Agent (as amended  from time to time,  the "Credit  Agreement").
Pursuant to the provisions of Section  4.04(b)(ii) of the Credit Agreement,  the
undersigned  hereby  certifies  that it is not a "bank"  as such term is used in
Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended.

                                                     [NAME OF BANK]



                                                By ____________________________
                                                      Name:
                                                      Title:


Date:  _______________, ____


<PAGE>
                                   EXHIBIT E-1

                                 April 11, 2000

To the Administrative  Agent, the Collateral Agent and each of the Lenders party
to the Credit Agreement referred to below

Ladies and Gentlemen:

         We have acted as special counsel to each US Credit Party, including (i)
SITEL  Corporation,  a Minnesota  corporation  (the "US Borrower") and (ii) each
Domestic Subsidiary Guarantor as of the date hereof (each a "Domestic Subsidiary
Guarantor,"  and together  with the US Borrower,  each a "US Credit  Party" and,
collectively,  the "US Credit  Parties"),  in connection  with the execution and
delivery  of the  Credit  Agreement  dated as of April  11,  2000  (the  "Credit
Agreement"),  among the US  Borrower,  SITEL Europe plc,  SITEL TMS Limited,  as
Borrowers,  and the lenders party thereto (the "Banks"),  Bankers Trust Company,
as Administrative Agent and Collateral Agent (the "Agent"), and the transactions
contemplated  thereby. This opinion is delivered to you pursuant to Section 5.03
of the  Credit  Agreement  and is  limited  to the  US  Credit  Parties.  Unless
otherwise  indicated,  capitalized  terms used herein but not otherwise  defined
herein shall have the respective meanings set forth in the Credit Agreement.

         In connection with this opinion,  we have examined originals or copies,
certified or otherwise  identified to our satisfaction,  of such documents as we
have deemed  necessary  or  appropriate  as a basis for the  opinions  set forth
herein, including,  without limitation,  the following: (a) the Credit Documents
applicable  only to and executed by the US Credit  Parties on or before the date
hereof; and (b) such other public and corporate documents and records as we deem
necessary or appropriate in connection with this opinion.

         As used herein,  the expression  "to our  knowledge"  means a conscious
awareness of factual information by any current member of this firm who has been
actively  involved with the legal work  performed by this firm for the US Credit
Parties or in the preparation of this opinion.

         In our  examination,  we have assumed the genuineness of all signatures
(other  than as to any US  Credit  Party),  the  authenticity  of all  documents
submitted  to us as  originals,  the  conformity  to original  documents  of all
documents submitted to us as certified,  facsimile or photostatic copies and the
authenticity of the originals of those latter documents. As to questions of fact
not independently  verified by us we have relied solely upon representations and
certificates  of officers  of each  Credit  Party,  public  officials  and other
appropriate persons.


<PAGE>

         Based  upon and  subject  to the  foregoing  and to the  qualifications
stated below, we are of the opinion that:

                  1. Each US Credit  Party (i) is a duly  organized  and validly
existing  corporation  or limited  liability  company  (as  applicable)  in good
standing under the laws of the  jurisdiction of its  organization,  and (ii) has
the corporate or limited  liability  company power (as applicable) and corporate
or limited  liability  company authority (as applicable) to own its property and
assets  and to  transact  the  business  in which it is  engaged  and  presently
proposes to engage.

                  2. Each US Credit Party has the corporate or limited liability
company  power (as  applicable)  and  corporate  or  limited  liability  company
authority  (as  applicable)  to  execute,  deliver  and  perform  the  terms and
provisions of each of the Credit  Documents to which it is a party and has taken
all necessary  corporate or limited liability company (as applicable)  action to
authorize the  execution,  delivery and  performance by it of each of the Credit
Documents  to which it is a party.  Each US Credit  Party has duly  executed and
delivered each Credit  Document to which it is a party.  Each Credit Document to
which any US Credit Party is a party  constitutes  the legal,  valid and binding
obligation of such US Credit Party  enforceable  in  accordance  with its terms,
except  to  the  extent  that  the  enforceability  thereof  may be  limited  by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws  generally  affecting   creditors'  rights  and  by  equitable   principles
(regardless of whether enforcement is sought in equity or at law).

                  3. The  execution  or delivery  by any US Credit  Party of the
Credit  Documents  to which it is a party will not violate any  provision of the
articles of incorporation or bylaws (or equivalent  organizational documents) of
such US Credit Party.

                  4.  To  our  knowledge,   there  are  no  actions,   suits  or
proceedings  pending or  threatened  (i) with respect to any Credit  Document to
which  a US  Credit  Party  is a  party,  (ii)  with  respect  to  any  material
Indebtedness  of the US Borrower or any of its  Domestic  Subsidiaries  or (iii)
that are  reasonably  likely to materially  and  adversely  affect the business,
operations, property, assets, liabilities, condition (financial or otherwise) or
prospects  of the US  Borrower  and its  Subsidiaries  taken as a whole.  To our
knowledge,  there does not exist any judgment,  order, or injunction prohibiting
or imposing material adverse conditions upon the making of Loans or the issuance
of any  Letter  of  Credit  or the  performance  by any US  Credit  Party of its
respective obligations under the Credit Documents to which it is a party.

                  5. On the Effective Date, the authorized  capital stock of the
US Borrower consists of 200,000,000  shares of common stock, $.001 par value per
share. All outstanding shares of capital stock of the US Borrower have been duly
and  validly  issued  and are  fully  paid and  non-assessable.  Neither  the US
Borrower nor any Domestic  Subsidiary  Guarantor has  outstanding any securities
convertible  into or exchangeable for capital stock or outstanding any rights to
subscribe  for or to  purchase,  or any  options  for the  purchase  of,  or any
agreement providing for the issuance (contingent or otherwise) of, or any calls,
commitments  of  any  character   relating  to,  capital  stock,  or  any  stock
appreciation or similar rights except for options or warrants to purchase the US
Borrower's common stock which may be issued from time to time.

<PAGE>

                  6.  Each US  Credit  Party is the  record  owner of all of the
Stock of the Domestic  Subsidiaries  and the Pledged Notes (as each such term is
defined in the Pledge Agreement executed and delivered by the US Credit Parties)
listed on Annex B and Annex C, respectively, to such Pledge Agreement.

                  7. We have examined the financing  statements  (the  "Security
Agreement  Financing  Statements")  to be filed in the filing offices listed for
each US Credit  Party on  Schedule 1 attached  hereto (the  "Security  Agreement
Filing  Offices"),  and upon the  filing of such  Security  Agreement  Financing
Statements in the Security  Agreement Filing Offices and payment of the required
filing fees, and assuming that the representations  made by each US Credit Party
in the Security  Agreement  with respect to the location of its chief  executive
offices and the location of its  Inventory  and  Equipment (as listed in Annex A
and Annex B, respectively, to the Security Agreement to which it is a party) are
and remain true and  correct,  the  security  interests  granted by each such US
Credit  Party  in  its  Receivables,   Contracts,  Contract  Rights,  Inventory,
Equipment,  Goods,  General  Intangibles  and  Chattel  Paper (as such terms are
defined in the Security  Agreement),  and the proceeds  thereof,  will have been
accomplished and the security interests granted to the Collateral Agent pursuant
to the  Security  Agreement  in and to  such  Receivables,  Contracts,  Contract
Rights, Inventory,  Equipment, Goods, General Intangibles and Chattel Paper (and
the proceeds  thereof) will constitute a perfected  security interest therein in
each case to the  extent  that such  Receivables,  Contracts,  Contract  Rights,
Inventory,  Equipment,  Goods,  General Intangibles and Chattel Paper consist of
the types of property in which a security  interest may be perfected by filing a
financing  statement under the Uniform  Commercial Code (the "UCC") as in effect
in the States in which the Security  Agreement  Filing  Offices are located (the
"Relevant States").

                  8.  Assuming  that the  representation  made by each US Credit
Party in Section 2.4 of the Security  Agreement  with respect to the location of
its chief  executive  office is and remains true and  correct,  under the UCC of
each Relevant State,  the perfection of the security  interests  granted by each
such  US  Credit  Party  in  its   Receivables,   Contracts,   Contract  Rights,
non-possessory  Chattel Paper and General Intangibles is governed by the laws of
the State of where such Credit Party's chief executive  office is located to the
extent that said Receivables,  Contracts,  Contract Rights,  General Intangibles
and  non-possessory  Chattel Paper consist of  "accounts,"  "chattel  paper" and
"general intangibles" as described in the UCC of the respective Relevant State.

                  9.  Assuming  that the  representation  made by each US Credit
Party in Section 2.5 of the Security  Agreement  with respect to the location of
Inventory  and  Equipment as shown in Annex B to the  Security  Agreement is and
remains true and correct,  under the UCC of each state where such  Inventory and
Equipment  is  located  as  shown  in  Annex B to the  Security  Agreement,  the
perfection of the security interests granted by each such US Credit Party in its
Inventory  and  Equipment  is  governed  by the laws of the State of where  such
Inventory  and  Equipment  is  located  to the extent  that said  Inventory  and
Equipment  consist of "inventory" and "equipment" as described in the UCC of the
respective  State where such  Inventory  and  Equipment is located,  as shown in
Annex B to such Security Agreement.

<PAGE>

                  10. No US Credit Party is an "investment company" or a company
"controlled"  by an "investment  company,"  within the meaning of the Investment
Company Act of 1940, as amended.

                  11.  No  US  Credit  Party  is  a  "holding   company,"  or  a
"subsidiary  company" of a "holding  company," or an  "affiliate"  of a "holding
company" or of a "subsidiary  company" of a "holding company" within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

                  12. Neither the  execution,  delivery or performance by any US
Credit Party of the Credit  Documents to which it is a party,  nor compliance by
them with the terms and provisions thereof,  nor the consummation by them of the
Transactions  contemplated  therein will contravene any applicable  provision of
Regulations T, U or X of the Board of Governors of the Federal Reserve System.

         Our opinions above are subject to the following qualifications:

                  (a) Our  opinion  relating  to  validity,  binding  effect and
         enforceability  set  forth  in  Paragraph  2 above  is  subject  to (i)
         Nebraska law  restricting  the right to collect  attorneys  fees from a
         defaulting  party,  (ii) principles of equity which permit the exercise
         of judicial  discretion  (regardless of whether such  enforceability is
         considered in a proceeding in equity or at law) and (iii) public policy
         considerations or statutory  provisions which may limit a party's right
         to indemnification  against liability for its own wrongful or negligent
         acts and to obtain certain remedies.  In applying  principles of equity
         referred to in the preceding  clause (ii) a court,  among other things,
         may not strictly  enforce  certain  covenants if it concludes that such
         enforcement   would   be   unreasonable   under   the   then   existing
         circumstances;  such principles of equity,  as applied by a court, also
         might include a requirement  that a creditor act reasonably and in good
         faith.

                  (b)  We  express  no  opinion  as  to  the  enforceability  of
         provisions  of  any  of the  Credit  Documents  (i)  which  purport  to
         establish  evidentiary  standards,   (ii)  which  involve  disclaimers,
         liability limitations with respect to third parties,  releases of legal
         or  equitable  defenses,  liquidated  damages,  or waivers of  notices,
         rights,  or remedies,  (iii) which impose penalties or forfeitures upon
         delinquency  or the  occurrence  of a default,  (iv) which involve ipso
         facto clauses  pertaining to bankruptcy or insolvency of the parties to
         the  Credit  Documents,  or (vi)  which  involve a waiver of a claim of
         forum non conveniens.

                  (c) Certain remedial  provisions of the Security Agreement and
         Pledge Agreement to which all or certain of the US Credit Parties are a
         party may be  unenforceable  in whole or in part,  but the inclusion of
         such provisions does not affect the validity of such Security Agreement
         and/or  Pledge  Agreement;   however,   the  unenforceability  of  such
         provisions  may result in delays in the  enforcement  of certain rights
         and remedies under such Security  Agreement or Pledge Agreement (and we
         express no opinion as to the  economic  consequences,  if any,  of such
         delays).

<PAGE>

                  (d) The  enforceability  of provisions in the Credit Documents
         to the  effect  that  terms  may not be waived  or  modified  except in
         writing may be limited under certain circumstances.

                  (e) Our opinions set forth in  paragraphs 7, 8 and 9 above (to
         the extent governed by the UCC of any jurisdiction other than the State
         of  Nebraska)  are  based  solely  upon our  review of the UCC for each
         Relevant State and State where  Inventory  and/or  Equipment is located
         contained in Uniform Commercial Code (U.L.A.)  ss.ss.9-101 to end (West
         Publishing  Company 1999  supplement).  We express no opinion as to the
         priority of any security interests granted to the Collateral Agent.

                  (f) The perfection of the security  interest  created in favor
         of the  Collateral  Agent  in  proceeds  may be  limited  or  otherwise
         affected by the  provisions of ss.9-306(3) of the UCC for each Relevant
         State and the State where Equipment and Inventory is located.

         We are members of the Bar of the State of Nebraska,  and we do not hold
ourselves out as being  conversant  with, and express no opinion as to, the laws
of any  jurisdiction  other  than (i) the State of  Nebraska  (ii) to the extent
applicable herein, the general corporate law of the State of Minnesota and (iii)
as otherwise  provided in clause (e) above.  We have assumed for the purposes of
rendering  the opinions set forth in the last sentence of paragraph 2 above that
the laws of the State of New York are  identical  in all  material  respects  to
those of the State of Nebraska.

         This opinion is limited to the matters  expressly  set forth herein and
no opinion  is  implied  or may be  inferred  beyond  such  matters.  We make no
undertaking  to supplement  this opinion if facts or  circumstances  come to our
attention  or changes in the law occur after the date of this letter which could
affect this opinion.

         This  opinion is rendered  solely to the  addressees  and is solely for
their  benefit and the benefit of their  participants  and assigns in connection
with the above-referenced  transaction.  This opinion may not be relied upon for
any other purpose,  or relied upon by any other person,  firm or corporation for
any purpose, without our prior written consent.

                                                     Very truly yours,


                            Abrahams Kaslow & Cassman


<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
                        SECURITY AGREEMENT FILING OFFICES

                            DEBTOR                                    STATE                  FILING OFFICE
                            ------                                    -----                  -------------

    ------------------------------------------------------- ---- ----------------- ---- -------------------------
    <S>                                                          <C>                    <C>
    SITEL Corporation                                            Georgia                Troup County
                                                                                        Richmond County
                                                                                        Gwinett County
                                                                                        Chatham County

                                                                 Colorado               Secretary of State
                                                                 Alabama                Secretary of State
                                                                 Maryland               Secretary of State
                                                                 West Virginia          Secretary of State
                                                                 Wisconsin              Secretary of State
                                                                 Virginia               Fairfax County
                                                                                        Secretary of State

                                                                 Texas                  Secretary of State
                                                                 Tennessee              Secretary of State
                                                                 South Dakota           Secretary of State
                                                                 Oregon                 Secretary of State
                                                                 New York               Erie County

                                                                                        Secretary of State

                                                                 Nevada                 Secretary of State
                                                                 Nebraska               Secretary of State
                                                                 Maine                  Secretary of State
                                                                 Kansas                 Secretary of State
                                                                 Iowa                   Secretary of State
                                                                 Minnesota              Secretary of State
    ------------------------------------------------------- ---- ----------------- ---- -------------------------
    SITEL International, Inc.                                    Maryland               Secretary of State
                                                                 Nebraska               Secretary of State
    ------------------------------------------------------- ---- ----------------- ---- -------------------------
    SITEL Insurance Services, Inc.                               Maryland               Secretary of State
                                                                 Nebraska               Secretary of State
    ------------------------------------------------------- ---- ----------------- ---- -------------------------
    Financial Insurance Services, Inc.                           Maryland               Baltimore City
                                                                                        Secretary of State

                                                                 Nebraska               Secretary of State

    ------------------------------------------------------- ---- ----------------- ---- -------------------------
    Heartland Insurance Services, Inc.                           Maryland               Baltimore City
                                                                                        Secretary of State

    ------------------------------------------------------- ---- ----------------- ---- -------------------------
    SITEL Insurance Marketing Services, Inc.                     Maryland               Secretary of State
                                                                 Nebraska               Secretary of State
    ------------------------------------------------------- ---- ----------------- ---- -------------------------
    National Action Financial Services, Inc.                     Georgia                Gwinett County
                                                                 New York               Erie County
                                                                                        Secretary of State

                                                                 Maryland               Baltimore City
                                                                                        Secretary of State

    ------------------------------------------------------- ---- ----------------- ---- -------------------------
    SITEL Mexico Holdings, LLC                                   Maryland               Secretary of State
                                                                 Nebraska               Secretary of State
    ------------------------------------------------------- ---- ----------------- ---- -------------------------
    Seek the Geek, Inc.                                          Maryland               Secretary of State
                                                                 Nebraska               Secretary of State
    ------------------------------------------------------- ---- ----------------- ---- -------------------------
</TABLE>

<PAGE>
                                   EXHIBIT E-2

                                 April 11, 2000

To the Administrative  Agent, the Collateral Agent and each of the Lenders party
to the Credit Agreement referred to below

Ladies and Gentlemen:

         As  corporate  General  Counsel  for  SITEL  Corporation,  a  Minnesota
corporation (the "US Borrower"), I have been requested to render this opinion in
connection  with the execution and delivery of the Credit  Agreement dated as of
April 11, 2000 (the "Credit Agreement"), among the US Borrower, SITEL Europe plc
and SITEL TMS Limited, as Borrowers,  the lenders party thereto (the "Lenders"),
and Bankers Trust Company,  as  Administrative  Agent and Collateral  Agent (the
"Agent"),  and the transactions  contemplated thereby. This opinion is delivered
to you  pursuant  to Section  5.03 of the  Credit  Agreement.  Unless  otherwise
indicated,  capitalized terms used herein but not otherwise defined herein shall
have the respective meanings set forth in the Credit Agreement.

         In connection with this opinion,  I have examined  originals or copies,
certified or otherwise  identified to my  satisfaction,  of such  documents as I
have deemed  necessary  or  appropriate  as a basis for the  opinions  set forth
herein, including,  without limitation,  the following: (a) the Credit Documents
applicable  to and  executed  by the US  Borrower  and the  Domestic  Subsidiary
Guarantors (collectively, the "US Credit Parties")executed on or before the date
hereof,  (b) and the Credit Agreement,  Notes, and Foreign  Subsidiary  Guaranty
applicable to and executed by the Initial  Foreign Credit Parties which by their
terms  are  governed  by the law of the  State  of New York  (collectively,  the
"Certain Foreign Credit Documents"), and (c) such other public and corporate and
limited  liability  company  documents  and  records  as  I  deem  necessary  or
appropriate in connection with this opinion.

         In my  examination,  I have assumed the  genuineness  of all signatures
(other than as to any Credit Party), the authenticity of all documents submitted
to me as  originals,  the  conformity  to original  documents  of all  documents
submitted to me as certified or photostatic  copies, and the authenticity of the
originals of such copies. As to questions of fact not independently  verified by
me, I have relied, to the extent I have deemed appropriate, upon representations
and  certificates  of officers of each US Credit Party,  public  officials,  and
other appropriate  persons.  As to the Certain Foreign Credit Documents,  I have
assumed that each Initial  Foreign  Credit Party who is a party  thereto has the
corporate or equivalent power and authority to execute, deliver and perform such
Certain Foreign Credit Documents,  that it has taken all necessary  corporate or
equivalent action to authorize the execution,  delivery and performance thereof,
that it has duly executed and delivered such Certain  Foreign  Credit  Document,
and I have  further  assumed and relied upon the  correctness  of the  opinions,
including all assumptions and qualifications  upon which such opinions are based
or to which they are  subject,  delivered  by counsel  to such  Initial  Foreign
Credit Parties to the Lenders on or before the date hereof.

<PAGE>

         Based upon and subject to the foregoing, I am of the opinion that:

         1. Each US  Credit  Party is duly  qualified  and is  authorized  to do
business and is in good standing in all jurisdictions where it is required to be
so  qualified  and where the  failure to be so  qualified  could  reasonably  be
expected  to  have  a  material  adverse  effect  on the  business,  operations,
property, assets,  liabilities,  condition (financial or otherwise) or prospects
of the US Borrower and its Domestic Subsidiaries taken as a whole.

         2. Neither the  execution,  delivery or performance by any Credit Party
of the Credit  Documents to which it is a party, nor compliance by them with the
terms and provisions  thereof,  nor the consummation by them of the transactions
contemplated  therein,  (i) will  contravene  any  applicable  provision  of the
Telephone  Consumer  Protection  Act  of  1991  or  the  rules  and  regulations
promulgated  thereunder  by  the  Federal  Communications   Commission,  or  the
Telemarketing  and Consumer Fraud and Abuse  Prevention Act of 1994 or the rules
and regulations  promulgated thereunder by the Federal Trade Commission,  or any
provision of any law, statute, rule or regulation of the State of Maryland which
in my  experience  would be applicable  to a  corporation  or limited  liability
company  conducting  activities  of the  nature  being  conducted  by the Credit
Parties,  or any order, writ,  injunction or decree of any court or governmental
instrumentality  pertaining to any US Credit Party or (ii) in the case of the US
Credit  Parties  only,  will conflict or be  inconsistent  with or result in any
breach  of,  any of the  terms,  covenants,  conditions  or  provisions  of,  or
constitute a default under, or (other than pursuant to the Pledge  Agreement and
the Security Agreement executed by the US Credit Parties) result in the creation
or  imposition  of (or the  obligation to create or impose) any Lien upon any of
the  property  or  assets of any US Credit  Party  pursuant  to the terms of any
indenture,  mortgage,  deed of trust, credit agreement,  loan agreement,  or any
other material agreement, or instrument to which such US Credit Party is a party
or by which it or any of its  property or assets are bound or to which it may be
subject.

         3. No order, consent, approval, license,  authorization,  or validation
of, or filing,  recording or  registration  with,  or  exemption  by, any United
States  governmental  or public body or authority,  or any  subdivision  thereof
(except as have been made and  obtained on or prior to the date hereof and which
remains in full force and effect on the date  hereof,  and except for the filing
of proper  financing  statements with all appropriate  filing offices to perfect
the  security  interests  granted  to the  Collateral  Agent  under  the  Pledge
Agreement or Security Agreement executed by the US Credit Parties),  is required
to authorize, or is required in connection with, (i) the execution, delivery and
performance  by any US  Credit  Party of any  Credit  Document  to which it is a
party,  (ii) the  execution,  delivery and  performance  by any Initial  Foreign
Credit  Party of any  Certain  Foreign  Credit  Document to which it is a party,
(iii) the legality,  validity, binding effect or enforceability of any US Credit
Document  against any US Credit Party or of any Certain  Foreign Credit Document
against any Initial Foreign Credit Party.

         4. After giving effect to the delivery to the  Collateral  Agent of the
Certificated  Securities,  Pledged  Notes  and  Instruments,  as such  terms are
defined in the Pledge Agreement to which the US Credit Parties are a party, with
stock powers  endorsed in blank attached to such  Certificated  Securities,  and
assuming the continued  possession by the Collateral Agent of such  Certificated
Securities  and stock  powers,  Pledged  Notes  and  Instruments,  the  security
interest created in favor of the Collateral Agent under such Pledge Agreement to
which the US Credit  Parties  are a party  constitutes  a valid and  enforceable
first perfected  security interest in such Collateral (and the proceeds thereof)
in favor of the  Collateral  Agent for the  benefit  of the  Secured  Creditors,
subject  to no other  security  interest.  The  perfection  or  priority  of the
security  interest  created in favor of the Collateral  Agent in proceeds may be
limited or otherwise  affected by the  provisions of  ss.9-306(3) of the Uniform
Commercial Code ("UCC").

<PAGE>

         I am a member  of the Bar of the State of  Maryland,  and I do not hold
myself out as being  conversant  with, and express no opinion as to, the laws of
any  jurisdiction  other than those of the  United  States of America  specified
herein  and of the  State  of  Maryland.  I have  assumed  for the  purposes  of
rendering the opinions set forth in paragraph 3 above that the laws of the State
of New York (to the extent applicable) are identical in all material respects to
those of the State of Maryland.

                  This opinion is being  furnished only to the addressees and is
solely for their  benefit and the benefit of their  participants  and assigns in
connection with the above-referenced transaction. This opinion may not be relied
upon  for any  other  purpose,  or  relied  upon by any  other  person,  firm or
corporation for any purpose, without my prior written consent.

                                                     Very truly yours,



                                                     W. Gar Richlin
                                                     General Counsel
                                                     SITEL Corporation
<PAGE>

                                   EXHIBIT E-3

SWL

Bankers Trust Company

(in its capacities as administrative agent and collateral agent)
130 Liberty Street
New York, NY 10006
USA

and each Lender (as defined below)


Attention:  David Bell

11 April 2000


Dear Sirs

SITEL Europe plc

1.       INTRODUCTION

1.1      We have acted as legal advisers in England to SITEL Europe plc (Company
         number:  2756274)  ("SITEL  Europe") and the other companies  listed in
         appendix 1 to this opinion (together with SITEL Europe, the "Companies"
         and each a "Company") in connection with:

         a    credit  agreement  (the "Credit  Agreement")  dated as of 11 April
              2000  between  SITEL  Corporation,  SITEL  Europe  and  SITEL  TMS
              Limited,  the  lenders  from  time  to  time  party  thereto  (the
              "Lenders") and Bankers Trust Company as administrative  agent (the
              "Agent");

         revolving  notes  (the  "Notes")  dated 11 April  2000  issued by SITEL
              Europe to each Lender in  accordance  with the terms of the Credit
              Agreement;

         a    debenture  (the  "Debenture")  dated  11 April  2000  given by the
              Companies in favour of Bankers Trust  Company as collateral  agent
              ("Collateral Agent");

<PAGE>

         a    foreign  subsidiaries  guaranty  (the  "Guaranty")  dated as of 11
              April 2000 given by the  Companies  and  certain  other  companies
              named therein in favour of the Collateral Agent;

         a    share charge (the "TMS Share Charge") dated 11 April 2000 given by
              SITEL Europe in favour of the Collateral  Agent comprising a fixed
              charge over shares in SITEL TMS Limited; and

         a    share  charge  (the "Share  Charge")  dated 11 April 2000 given by
              SITEL  Corporation,  and SITEL  International,  Inc. (together the
              "Shareholders")  comprising  a fixed  charge  over shares in SITEL
              Europe.

         The Credit Agreement,  the Notes, the Debenture,  the Guaranty, the TMS
         Share  Charge  and the  Share  Charge  are  referred  to  herein as the
         "Documents".

1.2      For the purposes of this opinion, we have examined the following:

         a faxed copy of the Credit Agreement executed by SITEL Europe;

         faxed copies of the Notes executed by SITEL Europe;

         a faxed copy of the Debenture executed by the Companies;

         a faxed copy of the Guaranty executed by the Companies;

         a faxed copy of the Share Charge executed by the Shareholders;

         a faxed copy of the TMS Share Charge executed by SITEL Europe;

         a    copy of the minutes of a meeting of the  directors of SITEL Europe
              held on 7 April  2000 at  which  there  was  passed  a  resolution
              approving the Credit  Agreement,  the Notes,  the Guaranty and the
              Debenture and  authorising  the execution of the same on behalf of
              SITEL Europe;

         a    copy of the minutes of a meeting of the  directors of SITEL Europe
              held on 10  April  2000 at which  there  was  passed a  resolution
              approving  the TMS Share Charge and  authorising  the execution of
              the same on behalf of SITEL Europe;

         a    copy of the minutes of a meeting of the  directors of each Company
              (other than SITEL  Europe) held on 7 April 2000 at which there was
              passed a resolution  approving  the Debenture and the Guaranty and
              authorising the execution of the same on behalf of each Company;

         a    copy of the memorandum and articles of association of each Company
              obtained from the Companies  Registration Office from our searches
              referred to in paragraph 2.4; and

<PAGE>

         faxedcopies of certificates  from the Registrar of Companies in respect
              of the Companies each dated 5 April 2000 (the "Certificates").

2.       BASIS OF OPINION AND ASSUMPTIONS

2.1      This opinion  relates  solely to matters of English law in force on the
         date of this opinion, and is based on legislation published,  and cases
         fully  reported,  before  that  date.  We  express no opinion as to any
         matters of fact.

2.2      For the purposes of this opinion, we have not examined:

          any  contract  (other  than  ones  specifically  referred  to in  this
          opinion)  which may  affect  the  validity  or  enforceability  of the
          Documents; or

          any  of  the  corporate  or  other  records  of  any  Company  or  any
          Shareholder (except as provided in paragraphs 1.2(g), (h), (i) and (j)
          above)

         nor have we made any other enquiries concerning any Company (apart from
         the Companies  Registration  Office  searches  mentioned  below) or any
         Shareholder.

2.3      We have not made any enquiries  concerning  the property of any Company
         or any  Shareholder.  In  particular,  we  have  not  carried  out  any
         investigation  of any  Company's  title to any  land or other  property
         which is  covered by the  Debenture  or which is in the  possession  or
         control of any Company or of any  Shareholder's  title to any  property
         covered by the Share Charge or of SITEL  Europe's title to any property
         covered by the TMS Share Charge.

2.4      On 17 March 2000 we carried out a Companies  Registration Office search
         in respect of the SITEL Europe,  SITEL UK Limited and SITEL  Consulting
         Limited  and on 28 March  2000 we  carried  out a Company  Registration
         Office  Search in respect of the  Companies  (other than SITEL  Europe,
         SITEL  Consulting  Limited and SITEL UK Limited) which we updated by an
         online search on 11 April 2000. We assume that the information obtained
         in that  search was  accurate,  did not fail to disclose  any  relevant
         matter  and that a further  search  would not  reveal any change or new
         matter which would affect this opinion.

<PAGE>

2.5      We have also assumed:

          the  genuineness  of all  signatures  on,  and  the  authenticity  and
          completeness of, all documents submitted to us;

         the  conformity to original documents and completeness of all documents
              submitted  to  us as  copies  (including  faxed  copies)  and  the
              authenticity  of  the  originals  where  copies  (including  faxes
              copies) have been submitted;

         that the resolutions of the directors of each Company referred to above
              were duly passed at a meeting of the  directors  duly convened and
              held and throughout which a valid quorum of directors  entitled to
              vote on the  resolution was present and that prior to execution no
              signatory  for and on behalf of the Companies  received  notice of
              revocation of the authority  under which that  signatory  executed
              and delivered any Document;

          that each Document is valid,  binding and  enforceable as regards each
          of the parties to it other than the Companies;

         that each of the Credit  Agreement and each Note is valid,  binding and
              enforceable  as regards SITEL Europe under the law of the State of
              New York by which law it is stated to be governed, the Guaranty is
              valid,  binding and enforceable as regards the Companies under the
              law of the  State  of New  York by which  law it is  stated  to be
              governed  and the TMS  Share  Charge  is  valid  and  binding  and
              enforceable  as regards  SITEL Europe under the laws of Ireland by
              which law it is stated to be governed;

         that the  performance  of any  obligations  under the  Documents in any
              jurisdiction  outside  England and Wales is not illegal  under the
              laws of such jurisdiction;

         that none of the Companies has passed a winding-up  resolution and that
              no petition has been presented,  or order made, for the winding-up
              of any Company although the Certificates state that:

                 according to the documents on the file of the relevant  Company
                      in the custody of the  Registrar  of  Companies,  that the
                      relevant  Company  has  been in  continuous  and  unbroken
                      existence since the date of its incorporation;

                 no   action  is  currently  (as at  the  date  of the  relevant
                      Certificate) being taken by the Registrar of Companies for
                      striking  the  relevant   Company  off  the  register  and
                      dissolving it as defunct, and that as far as the Registrar
                      of Companies is aware:

          the  relevant   Company  is  not  in  liquidation  or  subject  to  an
          administration order; and

<PAGE>

          no receiver or manager of the  relevant  Company's  property  has been
          appointed;

         that no  administration  order under the Insolvency Act 1986 in respect
              of any Company has been made and no petition for such an order has
              been presented although the Certificates state that:

                according to the  documents on the file of the relevant  Company
                      in the custody of the  Registrar  of  Companies,  that the
                      relevant  Company  has  been in  continuous  and  unbroken
                      existence since the date of its incorporation;

                no    action  is  currently  (as at  the  date  of the  relevant
                      Certificate) being taken by the Registrar of Companies for
                      striking  the  relevant   Company  off  the  register  and
                      dissolving it as defunct, and that as far as the Registrar
                      of Companies is aware:

          the  relevant   Company  is  not  in  liquidation  or  subject  to  an
          administration order; and

          no receiver or manager of the  relevant  Company's  property  has been
          appointed;

         that none  of the  Companies  or the  Shareholders  is  subject  to any
              insolvency procedure in a country other than England and Wales and
              that no steps have been  taken to subject it to such a  procedure;
              and

         that no resolution  amending the  memorandum or articles of association
              of any Company  has been passed  which has not been filed with the
              Registrar of Companies.

3.       OPINION

         On the basis of the above and  subject  to the  qualifications  set out
         below,  we are of the opinion,  so far as English law is concerned,  as
         follows:

          each  Company is a limited  liability  company  duly  incorporated  in
          England.

              At the date of our Companies Registration Office search, no notice
              of a winding-up,  an  administration  order or an appointment of a
              receiver   or   liquidator   had  been  filed  at  the   Companies
              Registration  Office in respect of any  Company and in response to
              an oral inquiry made by us today,  the Central Registry of Winding
              Up  Petitions  has  confirmed  that no petition for winding up any
              Company has been  presented  within the period of six months prior
              to such inquiry;

<PAGE>

          each Company has the corporate  capacity to enter into, and to perform
          its obligations, under the Documents to which it is a party;

         each Company has taken the necessary  corporate action to authorise its
              entry into, and the  performance  of its  obligations  under,  the
              Documents to which it is a party;

         each Document constitutes valid, binding and enforceable obligations of
              each Company which is a party thereto in accordance with its terms
              and the  Debenture and the Share Charge are in a form and in terms
              appropriate to create valid  security  interests of the kind which
              it purports to create  assuming  that each  Company (in respect of
              the  Debenture)  and each  Shareholder  (in  respect  of the Share
              Charge)  has good  title to the assets  which are  subject to such
              security interests free from any third party rights and interests.
              It should be noted,  however,  that the term "enforceable" as used
              in this opinion means that the obligations are of a type which are
              capable  of being  enforced  by the  English  courts  and does not
              necessarily  mean that the  obligations  will be  enforced  in all
              circumstances.  We refer you to certain of the  qualifications set
              out  below  for  specific  (but  not   exhaustive)   instances  of
              circumstances  where  the  obligations  of the  Companies  and the
              Shareholders may not be enforceable;

         to the extent that:

                the   indebtedness  of SITEL Europe  under the Credit  Agreement
                      and the Notes is  unsecured  it would rank,  in an English
                      winding  up  of  SITEL  Europe,  equally  with  its  other
                      unsecured indebtedness;

                the   indebtedness   of  the  Company   under  the  Guaranty  is
                      unsecured it would rank,  in an English  winding up of the
                      relevant  Company,   equally  with  that  Company's  other
                      unsecured indebtedness;

                the   indebtedness  of a Company under the Documents to which it
                      is a party is secured it would rank, in an English winding
                      up of that Company, ahead of its unsecured indebtedness,

              in all such cases except debts which are preferential  debts under
              the  Insolvency  Act 1986 (for  example,  certain debts due to the
              Inland Revenue or employees) and the expenses of the winding up;

         no   consent  or  approval  of any  governmental  authority  in England
              applicable  to  companies  generally is required by any Company in
              connection  with  the  Documents  to which it is a party or by any
              Shareholder  in connection  with the Share Charge and,  apart from
              registration of the Debenture,  the TMS Share Charge and the Share
              Charge under the Companies Act 1985 and the Debenture at H.M. Land
              Registry under the Land  Registration Act 1925, to the extent that
              it  relates  to the  property  referred  to in  schedule  1 of the
              Debenture  it is not  necessary  to register  any  Document in any
              public office in England;

<PAGE>

         undercurrent law and Inland  Revenue  practice,  all payments  from any
              Company in respect of interest due under the Documents may be made
              without deduction of any United Kingdom tax provided that:

                the   recipient  is a bank as  defined  in  section  840A of the
                      Income  and  Corporation  Taxes  Act 1988  which,  for the
                      purposes of section  349(3)(a)  of that Act, is within the
                      charge to United  Kingdom  corporation  tax as regards any
                      interest received by it under any Document; or

                the recipient:

          participates in the facilities  under the Credit  Agreement  through a
          facility office outside the United Kingdom; and

                      is     entitled to receive  payments of interest  from the
                             relevant   Company  under  the  relevant   Document
                             without  deduction of United  Kingdom income tax by
                             virtue of the operation of, and compliance with the
                             requirements  of,  an  applicable  double  taxation
                             treaty;

         none of the Documents is chargeable to United Kingdom stamp duty;

         the  choice of the law of the State of New York to  govern  the  Credit
              Agreement (as specified in Section 13.08  thereof),  the Notes (as
              specified  therein) and the  Guaranty  (as  specified in clause 20
              thereof) is valid  under  English  conflict  of laws rules  except
              that,  under the Rome  Convention  (which  is given  effect in the
              United  Kingdom  by the  Contracts  (Applicable  Law) Act 1990) if
              proceedings were to be brought in England:

                      to the extent that the laws of England would be applicable
                         to the Credit Agreement,  the Notes and/or the Guaranty
                         but for the relevant choice of law provisions  referred
                         to above,  rules of English law might  nevertheless  be
                         applied,  as the  law of the  forum,  where  these  are
                         mandatory  irrespective of the laws of the State of New
                         York;

                      theapplication  of the law of the State of New York  might
                         be   refused   if  such   application   is   manifestly
                         incompatible  with  English  public  policy  or  "ordre
                         public"; and

                      to the extent that the Notes are promissory notes or other
                         negotiable  instruments,  then to the  extent  that the
                         obligations   under  the  Notes   arise  out  of  their
                         negotiable  character,  the  Rome  Convention  will not
                         apply and an English court would apply common law rules
                         to resolve which law is to determine issues relating to
                         the Notes;


<PAGE>

         the  choice of law of  Ireland  to  govern  the TMS  Share  Charge  (as
              specified in Section 16 thereof) is valid under  English  conflict
              of laws rules except  that,  under the Rome  Convention  (which is
              given effect in the United  Kingdom by the  Contracts  (Applicable
              Law) Act 1990) if proceedings were to be brought in England:

                      to the extent that the laws of England would be applicable
                         to the TMS Share Charge but for the relevant  choice of
                         law provisions  referred to above, rules of English law
                         might nevertheless be applied, as the law of the forum,
                         where these are mandatory  irrespective  of the laws of
                         Ireland; and

                      theapplication  of the laws of Ireland might be refused if
                         such  application  is  manifestly   incompatible   with
                         English public policy or "ordre public";

         the  acceptance  by SITEL  Europe  under the Credit  Agreement  and the
              Notes and by the Companies under the Guaranty of the  jurisdiction
              of the courts of the State of New York or of the United States for
              the  Southern  District of New York is not void or unlawful  under
              English law.  However it is possible  (although  unlikely) that an
              English  court  would  accept  jurisdiction  to the extent that it
              viewed England as the more convenient and appropriate  forum.  The
              jurisdiction  of the said state and federal courts would be likely
              to be  recognised by an English court for the purpose of enforcing
              in England at common law any final money judgment of such courts;

         the  acceptance  by SITEL  Europe  under  the TMS  Share  Charge of the
              jurisdiction  of the  courts of  Ireland  is not void or  unlawful
              under  English  law.  The  English  Courts  are  likely  to accept
              jurisdiction over any proceedings  brought by the Collateral Agent
              against  SITEL  Europe in England,  provided  that the  Collateral
              Agent has not previously brought the same proceedings in any other
              European Community member's courts (including Ireland);

         the  execution,  delivery  and  performance  by  each  Company  of  the
Documents to which it is a party will not violate:

               any  existing  law  or  regulation  under  the  laws  of  England
               applicable to companies generally; or

                    any provision of its memorandum or articles of association;

         the  execution,  delivery and  performance  by each  Shareholder of the
              Share Charge will not violate any existing law or regulation under
              the laws of England applicable to companies generally;

               none of the  Companies  is entitled to any form of immunity  from
               legal proceedings, jurisdiction or execution of judgement;

         the  courts of England  will,  under common law rules,  enforce a final
              and  conclusive  judgment  in  relation  to the  Credit  Agreement
              entered  against  SITEL  Europe and in  relation  to the  Guaranty
              entered against any Company for a debt or definite sum of money by
              a court of competent  jurisdiction  of the State of New York or of
              the United States of America provided that:

<PAGE>

                     the said judgment is not contrary to English  public policy
                         and/or Section 5 of the Protection of Trading Interests
                         Act 1980;

               the said  judgment  was not obtained by fraud and/or in breach of
               the rules of natural justice;

               the  proceedings in the State of New York or of the United States
               of America were not of a revenue or penal nature; and

                      thecourts of England decide that,  under English  conflict
                         of laws rules,  the said court of the State of New York
                         had jurisdiction in the said proceedings;

               each Document is in proper form for its enforcement in the courts
               of England; and

         details of the authorised and issued share capital of the Companies, as
              revealed by the Companies  Registration  Office search referred to
              in clause 2.4, is as set out in appendix 2 to this opinion.

4.       QUALIFICATIONS

         The qualifications to which this opinion is subject are as follows:

         the  validity,  performance and  enforceability of each Document may be
              limited or affected by, or by laws  applicable  in, an insolvency,
              administration,  liquidation,  voluntary  arrangement or scheme of
              arrangement or by other similar laws affecting  creditors'  rights
              generally.  Such  laws may also  require  sums  received  from any
              Company or any Shareholder under any Document to be repaid;

         equitable remedies such as specific  performance and injunctive  relief
              are only  available at the  discretion of a court.  Moreover,  the
              exercise   of  legal   rights  may  be   affected   by   equitable
              considerations.  The court also has power to stay any  proceedings
              either of its own motion or on the application of any person;

         in   appropriate cases, English courts will give judgment in a currency
              other  than  sterling,  although  a  judgment  would  have  to  be
              converted  into  sterling for the purposes of  enforcement  or for
              claiming in a liquidation.  There is no reported English authority
              as to  whether or not an English  court  would give  effect to the
              currency  indemnity  such as those in Section  13.17 of the Credit
              Agreement,  Section  29 of the  Guaranty,  Section 22 of the Share
              Charge and Section 24 of the Debenture;

<PAGE>

         the  court may set aside a determination  or the exercise of a power or
              discretion  under any  Document  which has been made or  exercised
              unreasonably or on a basis which is incorrect.  This is so even if
              the  Document   provides  for  the   relevant   determination   or
              certificate to be conclusive;

         an indemnity in respect of stamp duty may not be valid;

         a    contractual provision that a party will pay certain costs, charges
              and  expenses  will  not  cover  costs  unreasonably  incurred  or
              unreasonable in amount nor override the court's  discretion  under
              section  51 of the  Supreme  Court Act 1981 as to costs  connected
              with proceedings. Moreover, costs may be subject to quantification
              by the court;

         a    clause in written  standard  terms of business  which  excludes or
              restricts a duty of care or a liability  for breach of such a duty
              is of no effect unless it is shown to satisfy the  requirement  of
              reasonableness under the Unfair Contract Terms Act 1977. Moreover,
              such a clause, or a clause excluding or restricting a fiduciary or
              similar duty or a clause which  provides for an indemnity is to be
              interpreted  narrowly and against the party whom it is intended to
              protect.  In addition,  a decision of the Court of Appeal suggests
              that, if a clause  requires a party to make  payments  without any
              deduction in respect of any claims which it has against the payee,
              and such claims could include a claim for  negligence,  the clause
              as a whole will be of no effect  unless it is shown to satisfy the
              requirement of reasonableness under the Unfair Contract Terms Act.
              Whether any of the Documents constitutes written standard terms of
              business of any  Lender,  the Agent or the  Collateral  Agent is a
              question of fact although it may be considered to be unlikely;

               no opinion is expressed as to any clause  which  provides  that a
               variation or waiver is ineffective unless in writing;

         no   opinion is expressed as to any clause which provides that a notice
              shall be deemed to have been served at a fixed time after dispatch
              where it is proved that the notice was not in fact received by the
              addressee;

         the  validity of a provision  which  stipulates that if any term of any
              Document is invalid,  illegal or unenforceable  that the validity,
              legality and  enforceability  of the remaining  provisions of that
              Document  will not be  affected  or  impaired  will  depend on the
              nature  of  the  illegality,  invalidity  or  unenforceability  in
              question;

         in   an English  winding up of any Company a provision  such as Section
              13.02 of the Credit Agreement  (relating to set off) in respect of
              SITEL  Europe or Section  15.6 of the  Debenture  (relating to set
              off) or Section 13.6 of the Share Charge may be  ineffective in so
              far as it purports to grant rights inconsistent with the operation
              of rule 4.90 of the Insolvency Rules 1986 as amended;


<PAGE>

         no   opinion is expressed as to  compliance  by any Company with United
              Kingdom  or  EC   requirements   relating  to  protection  of  the
              environment, safety at work and similar matters;

               no  opinion  is  expressed  in  relation  to the  sufficiency  or
               adequacy of the  consideration  received by any Company under the
               Guaranty; and

               except as set out in  paragraphs  3.1(g) and 3.1(h) no opinion is
               expressed as to taxation.

5.       OBLIGATIONS OF THE COMPANIES

5.1      The  Administrative  Agent,  the  Collateral  Agent or a Lender  may be
         unable to  enforce a  transaction  which it has  entered  into with any
         Company if it knew or should  have known (a) that the  officers of that
         Company were entering into the transaction for a purpose different from
         the purposes for which that  Company's  constitution  empowered them to
         enter into transactions of that kind or (b) that no reasonable board of
         directors could  reasonably  consider it to be in the best interests of
         the  relevant   Company  to  enter  into  the   transaction.   In  such
         circumstances,  the Administrative  Agent, the Collateral Agent or that
         Lender  may be  liable  to repay  amounts  which it  received  from the
         Company under the transaction.

5.2      This opinion is given on the  assumption  (which we have not  verified)
         that, after executing the Documents, each Company was fully solvent and
         that the execution of the Documents will not cause any Company to cease
         to be fully  solvent.  If this  assumption is  incorrect,  the Guaranty
         might be liable to be set aside as regards the Companies  under general
         company law principles  relating to directors'  duties or under section
         238 of the Insolvency Act 1986 (transactions at an undervalue).

6.       GENERAL QUALIFICATIONS AS TO SECURITY

6.1      The validity,  enforceability or effectiveness of a security  interest,
         or its  priority  in  relation to other  rights and  interests,  may be
         governed  or  affected  by  the  law  which  governs,  or is  otherwise
         applicable to, the asset which the security interest covers.

6.2      A  security  interest  may be  invalid  or  unenforceable  if the terms
         attaching to the asset which it covers, or on which that asset is held,
         preclude the creation of security interests over it.


<PAGE>

6.3      A security interest over an asset may rank after:

         rights or interests which a third party holds in relation to that asset
              on the date on which the security interest is created; or

         rights or interests  which a third party later acquires  without notice
              of the  existence of the  security  interest or, in the case of an
              asset covered by a floating  charge,  with notice of the existence
              of  the  floating  charge  but  without  notice  of a  restriction
              precluding  the  owner  of the  asset  from  creating  a right  or
              interest such as that acquired by the third party.

6.4      The  effectiveness of a security  interest over an amount receivable or
         the  benefit of a contract  may be  affected by a breach of contract by
         the  person  granting  the  security  interest  or by the  party who is
         obliged  to pay the  receivable  or to  perform  the  contract,  by the
         insolvency of that party or by the relevant  contract being  discharged
         by  supervening  impossibility.  Such a security  interest  may also be
         affected by a right of set off or similar  right to which that party is
         entitled.

6.5      A court might hold the security  interests  created by the Debenture to
         be floating  (and not fixed)  charges as regards  certain  assets,  for
         example, some categories of plant and equipment,  book and other debts,
         and  balances  on current  or  deposit  accounts  with  banks.  We draw
         attention to the fact that a floating  charge is more vulnerable than a
         fixed charge both to being set aside in a liquidation or administration
         and to losing its  priority to other rights and  interests.  A floating
         charge will take  effect  subject to third  party  rights or  interests
         (including  rights of set off)  unless the third  party  concerned  had
         express  notice  that a term in the  Debenture  prohibited  the type of
         transaction  which the relevant  Company  entered into with him or that
         the  floating  charge  had  crystallised,   and  subject  also  to  any
         execution,  distress or attachment  completed  before  crystallisation.
         Moreover,   amounts  produced  in  a  liquidation  or  receivership  by
         realising assets subject to a floating charge must first be used to pay
         certain  preferential  debts,  for  example,  money  owed to the Inland
         Revenue for tax deducted at source, value added tax and remuneration of
         employees.  An administrator has wider powers to sell assets subject to
         a floating charge than assets subject to a fixed charge.

6.6      A person who has  created a security  interest  over  certain  types of
         asset (assets  covered by mortgages  over which the Law of Property Act
         1925 applies) is entitled,  so far as English law is relevant, to apply
         to the High Court for an order that the asset be sold,  notwithstanding
         that the person holding the security interest dissents.


<PAGE>

6.7      The  enforcement  of security  interests is subject to certain rules of
         law. For example, a person who holds a charge over property cannot sell
         the  property  to himself  and owes a duty to take  reasonable  care to
         realise the property for a proper price.

6.8      No  opinion  is  expressed  as to the  necessity  or  desirability,  in
         relation to certain types of asset (for example,  patents,  trade marks
         and other intellectual  property), to register or otherwise perfect the
         security interests created by the Debenture.

7.       FOREIGN LAW

7.1      We point out that the Credit Agreement,  the Notes and the Guaranty are
         expressed to be subject to the law of the State of New York and express
         no opinion as to the effect of such law (including, without limitation,
         specific  references to Federal  statutes or regulations or statutes or
         regulations of the State of New York) on any of the matters  covered in
         this Opinion.

7.2      We point out that the TMS Share  Charge is  expressed  to be subject to
         the laws of  Ireland  and  express  no opinion as to the effect of such
         laws (including, without limitation, specific references to statutes or
         regulations of Ireland) on any of the matters covered in this opinion.

7.3      In particular:

               we express no opinion about the validity or enforceability of any
               Document under the law of any jurisdiction other than England and
               Wales;

         we   express  no  opinion  about  any  shares or other  assets  situate
              outside England and Wales or about the validity or  enforceability
              of any security taken or purported to be taken over such shares or
              assets.  Any such  security  should be  governed by the law of the
              jurisdiction where the shares or assets are situate;

         we   have assumed that, if any obligation  under a Document falls to be
              performed in any  jurisdiction  other than England and Wales,  its
              performance will not be contrary to the laws of that jurisdiction;
              and

         we   express no opinion as to whether a court in a  jurisdiction  other
              than  England  would  enforce or give  effect to a Document in the
              event  that  proceedings  relating  to  that  Document  were to be
              commenced in that jurisdiction.


<PAGE>

8.       EXTENT OF OPINION

8.1      This opinion is given for the sole benefit of the persons to whom it is
         addressed  and may be relied on only for  purposes  directly  connected
         with the Credit Agreement and the other Documents.

Yours faithfully

TAYLOR JOYNSON GARRETT


<PAGE>

                                   APPENDIX 1

SITEL Consulting Limited                             (Company number: 2558365)
Leiderman and Roncoroni Limited                      (Company number: 2364481)
The Training Works Limited                           (Company number: 2189776)
SITEL Kingston Limited                               (Company number: 1722848)
SITEL Moor Park Limited                              (Company number: 3029235)
SITEL Stratford Limited                              (Company number: 1880195)
SITEL UK Limited                                     (Company number: 3450786)
B's Telemarketing Limited                            (Company number: 2573299)
SITEL Kingston (Services) Limited                    (Company number: 2533934)
SITEL Moor Park (Services) Limited                   (Company number: 3166414)
SITEL Stratford (Services) Limited                   (Company number: 2107257)



<PAGE>



                                   APPENDIX 2

                         SHAREHOLDINGS IN THE COMPANIES
<TABLE>
<CAPTION>

Company                                     Authorised Share Capital         Issued Share Capital           Shareholder
-------                                     ------------------------         --------------------           -----------
<S>                                        <C>                                    <C>                   <C>
SITEL Europe plc                           (pound)20,000,000.00                   (pound)18,710,864.00  SITEL International Inc. and
                                                                                                        SITEL Corporation
SITEL Consulting Limited                   (pound)100,000.00                      (pound)375,000.00
                                                                                                        SITEL Europe plc

Leiderman and Roncoroni Limited            (pound)1,000.00                        (pound)100.00
                                                                                                        SITEL Consulting Limited

The Training Works Limited                 (pound)1,000.00                         (pound)100.00         (L&R Group Limited)

SITEL Kingston Limited                     (pound)157,851.00                       (pound)4,973.20       SITEL Consulting Limited

SITEL Moor Park Limited                    (pound)100,000.00                       (pound)100,000.00     SITEL Europe plc

SITEL Stratford Limited                    (pound)1,586,000.00                     (pound)586,000.00      SITEL Europe plc

SITEL UK Limited                           (pound)7,000,000.00                     (pound)7,000,000.00    SITEL Europe plc

B's Telemarketing Limited                  (pound)100.00                           (pound)100.00          SITEL Europe plc

SITEL Kingston (Services) Limited          (pound)100.00                           (pound)2.00            SITEL Europe plc

SITEL Moor Park (Services) Limited         (pound)1000.00                          (pound)2.00            SITEL UK Limited

SITEL Stratford (Services) Limited         (pound)100,000.00                       (pound)2.00            SITEL Europe plc
(pound)20,000,000.00
                                                                                                          SITEL UK Limited
</TABLE>


<PAGE>
                                   EXHIBIT E-4

To each of the  Administrative  Agent,  the  Collateral  Agent  and  each of the
Lenders party to the Credit Agreement referred to below

Our Ref                    Your Ref

                                                                   11 April 2000



Dear Sirs

SITEL TMS LIMITED
(THE "OBLIGOR")

I.       We have acted as legal advisers in Ireland to the Obligor in connection
         with the transactions contemplated by the Credit Agreement, dated as of
         April 11, 2000 (the "Credit Agreement"), by and among SITEL Corporation
         (the "Parent"), SITEL Europe plc ("SITEL Europe"), the Obligor, various
         lending  institutions  from time to time party thereto (the  "Lenders")
         and Bankers Trust Company,  as  Administrative  Agent.  This opinion is
         being  delivered  pursuant  to Section  5.03 of the  Credit  Agreement.
         Unless  otherwise  indicated,  capitalised  terms  used  herein but not
         otherwise defined herein shall have the respective meaning set forth in
         the Credit Agreement.

II. For the purposes of this opinion we have examined the following documents:-

A.   a faxed copy of a Charge of Shares  dated as of 11 April 2000  between  (1)
     SITEL Europe and (2) the Collateral Agent (the "Shares Charge");



<PAGE>

B.                (i) a faxed  copy of a  Foreign  Subsidiaries  Guarantee  (the
                  "Guarantee")  dated  as of  April  11,  2000  between  (1) the
                  Obligor and certain other  companies as Guarantors and (2) the
                  Collateral  Agent,  (ii) a faxed copy of the Credit  Agreement
                  and (iii)  faxed  copies of  Revolving  Notes  executed by the
                  Obligor in favour of each Lender (the "Revolving Notes");

C.   a certified  copy of the  memorandum  and  articles of  association  of the
     Obligor, including shareholders resolutions dated 7 April 2000 amending the
     same  (together  the  "Memorandum  and  Articles of  Association")  and its
     Certificate of Incorporation;

D.   faxed copies of searches which on 10 April 2000 were carried out in respect
     of  the  Obligor  at the  Companies  Registration  Office  in  Dublin,  the
     Judgement  Office in Dublin  and the  Central  Office of the High  Court in
     Dublin for winding-up petitions (the "Searches");


E.   a copy of a  resolution  of the  Directors  of the  Obligor  approving  the
     execution by it of, inter alia, the Credit  Agreement,  the Revolving Notes
     and the Guarantee  (the "Obligor  Documents")  and  authorising a person or
     persons to execute same on behalf of the Obligor;

F.   a copy of a power of  attorney  dated 7 April 2000  executed by the Obligor
     under  seal  pursuant  to which  Nick  Wheeler  and Nan  Kraemer  have been
     appointed to execute, inter alia, the Obligor Documents;

G.   a faxed copy of an officer's  certificate executed by Nan Kraemer on behalf
     of the Obligor and dated 11 April 2000 (the "Officer's Certificate");and

H.   faxed copies of a  certificate  of the  Secretary  of the Obligor  dated 11
     April 2000  confirming that the Obligor is a subsidiary of SITEL Europe and
     a  certificate  of the  Secretary  of SITEL  Europe  dated  11  April  2000
     confirming that SITEL Europe is a subsidiary of the Parent.

III. In this  opinion we refer to the Obligor  Documents  and the Shares  Charge
     collectively as the "Documents".

IV.  In giving this opinion,  we have relied on the results of the Searches.  We
     have also relied upon the copies of the documents  referred to in paragraph
     2 in respect of the accuracy of the material  matters  stated therein which
     we have not independently verified and we have assumed:-

A.   the genuineness of all signatures and the  authenticity and completeness of
     all documents submitted to us as originals;

B.   the completeness  and conformity to originals of all documents  supplied to
     us as certified or photostatic or telefaxed copies and the authenticity and
     completeness  of the originals of such  documents  and that such  documents
     have been executed in the form of the latest drafts  reviewed by us for the
     purpose of giving this opinion;

<PAGE>

C.   that each of the parties to the  Documents  (other  than the  Obligor) is a
     corporation duly organised, validly existing and in good standing under the
     laws of its jurisdiction of  incorporation  and is not subject to any order
     of the Irish  Courts,  with all  requisite  authority,  corporate and other
     power to enter into the  Documents  and to exercise  its rights and perform
     its  obligations  thereunder and all corporate and other action required to
     authorise  the  execution  of the  Documents  and  the  performance  of its
     obligations thereunder has been duly taken;

D.   the due  authorisation,  execution  and  delivery of the  Documents  by all
     parties  thereto (other than the Obligor) and that all of the Documents and
     all deeds,  instruments,  assignments,  agreements  and other  documents in
     relation to the matters  contemplated by the Documents  and/or this opinion
     are:

(1)  within the capacity and powers of, have been validly  authorised,  executed
     and delivered by and are valid and legal obligations binding on the parties
     thereto; and

(2)  are not subject to avoidance by any person,

underall applicable laws and in all applicable  jurisdictions other than (in the
     case of the Obligor) the laws of Ireland and the jurisdiction of Ireland;

E.   that no law other than the law of Ireland affects any of the assumptions in
     this letter or the conclusions stated below;

F.   that the  Memorandum and Articles of  Association  (as amended  through the
     date hereof) are true and correct as of the date hereof and that there have
     been no other amendments thereto;

G.   that SITEL  Europe has valid legal and  beneficial  title to the Shares (as
     defined in the Shares Charge) and is or will be duly registered as owner of
     the Shares at the time of their delivery to the Collateral Agent;

H.   that the Obligor  has entered  into the  Documents  in good faith,  for its
     legitimate  business  purposes and for full  commercial  consideration  and
     believing on reasonable grounds that it was for its own commercial benefit;

I.   that the proceedings  described in the minutes referred to in paragraph 2.5
     were conducted in the manner  therein  described,  the meeting  referred to
     therein was properly  convened  and  constituted  and that the  resolutions
     referred to therein were duly passed and adopted,  have not been amended or
     rescinded, and are and will remain in full force and effect;

J.   that all factual information  contained in the certificates  referred to at
     paragraphs 2.7 and 2.8 is true and accurate in all respects;


<PAGE>

K.   the  absence  of fraud and the  presence  of good  faith on the part of all
     parties to the Documents and their respective officers,  employees,  agents
     and advisers;

L.   that (a) the Obligor was fully solvent at the time of and immediately after
     the execution and delivery of the Documents; (b) the Obligor would not as a
     consequence  of doing any act or thing  which the  Documents  contemplates,
     permits or requires such to do, be insolvent; (c) no resolution or petition
     for the  appointment  of a  liquidator  or  examiner  has  been  passed  or
     presented  in  relation  to the  Obligor;  and  (d) no  receiver  has  been
     appointed in relation to any of the assets or undertaking of the Obligor;

M.   that, by entering into the Documents or exercising its rights or performing
     its obligations thereunder, the Obligor has not and will not give financial
     assistance (whether direct or indirect) in connection with the subscription
     for or  purchase  of shares in itself or any  company  which is its holding
     company;

N.   that the  original  certificate  evidencing  title to the  Shares and share
     transfer form relating  thereto  executed in blank have been deposited with
     or will be deposited with the Collateral Agent;

O.   that under all  applicable  laws  (other  than Irish law) the choice of the
     laws of the State of New York as the governing law of the Obligor Documents
     is a valid and binding selection which will be upheld, recognised and given
     effect to by the courts of any relevant  jurisdiction  (other than those of
     Ireland);

P.   that all payments to be made by the Obligor  under the  Documents,  will be
     made to an entity which:

1.   is carrying on a bona fide banking business in Ireland;or

2.   is resident  in a country  with which  Ireland  has  entered  into a double
     taxation treaty under which interest may be paid without deduction; or

3.   is resident in a European Communities member state other than Ireland.

V.   Based upon and subject to the foregoing  assumptions and in reliance on the
     matters  stated  above and further  subject to the  qualifications  set out
     below and any matters not expressly disclosed to us by the Obligor or SITEL
     Europe,  it is our opinion so far as the laws of Ireland as  interpreted by
     the courts of Ireland at the date of this opinion are concerned that:-

A.   the Obligor is a private company duly  incorporated  with limited liability
     under the laws of Ireland.  The Obligor is  incorporated  for an indefinite
     period as a separate  legal  entity and is subject to suit in its own name.
     Based upon the Searches,  no steps have been taken to appoint a receiver or
     examiner to, or to wind up the Obligor;

B.   the  Obligor  has full power to enter  into the  Obligor  Documents  and to
     exercise  its  rights  and  perform  its  obligations  thereunder,  and all
     corporate  action  required to authorise  the execution and delivery of the
     Obligor  Documents and the  performance of its  obligations  thereunder has
     been duly taken;



<PAGE>

C.   the execution and delivery by the Obligor of the Obligor  Documents and its
     exercise of its rights and performance of its  obligations  thereunder will
     not violate (i) any  existing  law or  regulation  applicable  to companies
     generally,  or  (ii)  any  provision  of  its  Memorandum  or  Articles  of
     Association;

D.   each Obligor Document  constitutes the legal, valid and binding obligations
     of the Obligor and is enforceable in accordance with its terms;

E.   the Shares Charge creates a legal,  valid and binding security  interest by
     way of equitable mortgage over the Shares referred to therein;

F.   no consent,  approval or  authorisation  by any Irish  authority  is either
     necessary  or  desirable  insofar as the laws of Ireland are  concerned  in
     connection with:-

1.   the execution by the Obligor of the Obligor Documents,  and by SITEL Europe
     of the Shares Charge,  and the performance of their respective  obligations
     thereunder; or

2.   the validity or enforceability of the Documents;

G.   There  is no  Irish  law  which  will  be  contravened  by the  Obligor  by
     compliance with any provision of the Documents;

H.   No step is either necessary or desirable under Irish law to (i) ensure that
     the Shares  Charge is valid or admissible in evidence in Ireland or to (ii)
     ensure  insofar as the laws of Ireland are concerned the  effectiveness  of
     any security interested created by the Shares Charge save that:

1.   the Shares Charge should be stamped with IR(pound)500  stamp duty within 30
     days of its date;

2.   it would be desirable to serve a "Stop Notice" on the Obligor;

3.   in the event that SITEL  Europe has an  established  place of  business  in
     Ireland  then a Form 8e should be filed in  accordance  with Section 111 of
     the Companies Act, 1963 (as amended) in respect of the Shares Charge within
     21 days of its execution;

I.   under the laws of  Ireland  the  choice of Irish law to govern  the  Shares
     Charge and the submission  therein of SITEL Europe to the  jurisdiction  of
     the Irish Courts is valid;

J.   the  choice  of the laws of the  State of New York to  govern  the  Obligor
     Documents  is a  valid  choice  of law  under  the  laws  of  Ireland,  and
     accordingly,  New York law would  generally be applied in an action brought
     in the courts of Ireland in respect of a claim thereunder, except if and to
     the  extent  that  the  relevant   provisions  of  New  York  law  are  not
     determinable to the satisfaction of the Irish courts;

<PAGE>

K.   any judgement for a definite sum obtained against the Obligor in the courts
     of the State of New York would be recognised  and accepted by the Courts of
     Ireland without any retrial or examination of the merits of the case;

L.   in any  proceedings  taken in Ireland in  relation  to the  Documents,  the
     Obligor  will not be  entitled  to claim for  itself  or any of its  assets
     immunity from suit, execution, attachment or other legal process; and

M.   under the laws of  Ireland,  the  Obligor  will not be required to make any
     deduction or  withholding  from any payment it may be obliged to make under
     the Obligor Documents.

VI.  The opinions expressed herein are subject to the following qualifications:-

A.   no opinion is expressed in relation to the Documents or any matter relating
     thereto insofar as that  documentation or matter is affected by the laws of
     any  jurisdiction  other than Ireland in particular no opinion is expressed
     about the validity or  enforceability  of any document under the law of any
     country other than Ireland;

B.   no opinion is expressed as to the title  (whether  legal or  beneficial) of
     SITEL Europe to the relevant  Shares or the shares  comprised  therein.  We
     confirm that we have inspected a share  certificate  dated 22 December 1999
     which certifies that SITEL Europe is the registered  owner of 90,250 shares
     in the Obligor;

C.   the Shares Charge  creates an equitable  mortgage only over the Shares.  An
     equitable  mortgage  suffers  certain  disadvantages  compared  to a  legal
     mortgage. For example prior equitable interests will take priority over the
     relevant Shares Charge;

D.   a security interest over an asset may rank after:-

1.   rights or interests  which a third party holds in relation to that asset on
     the date on which the security interest is created; or

2.   rights or interests  which a third party later  acquires  without notice of
     the  existence of the security  interest or, in some cases,  with notice of
     the existence of the security  interest but without notice of a restriction
     precluding the owner of the asset from creating a right or interest such as
     that acquired by the third party;

E.   a person who has created a security  interest  over certain types of assets
     (assets to which  mortgages  over the  Conveyancing  Act 1881  applies)  is
     entitled,  so far as Irish law is relevant,  to apply to the High Court for
     an order that the asset be sold,  notwithstanding  that the person  holding
     the security interest dissents;

F.   the  enforcement of security  interests is subject to certain rules of law.
     For  example,  a person who holds a charge  over  property  cannot sell the
     property to himself and owes a duty to take  reasonable care to realise the
     property for a proper price.  A receiver is obliged by the  Companies  Act,
     1963 Section 316A to obtain the best price in accordance with that Section;


<PAGE>

G.   the  enforcement  of the  rights  and  obligations  of the  parties to each
     Document may be limited by the  provisions  of the Irish law  applicable to
     contracts held to have been frustrated by events happening after execution;

H.   where a party is vested with a discretion  or may determine a matter in its
     opinion  the  exercise  of such  discretion  and the  manner in which  such
     opinion is formed and the grounds on which it is based may  nonetheless  be
     the subject of judicial enquiry and review;

I.   any determination, calculation or certificate made or given pursuant to the
     provisions  of  each  Document  which  provides  for  such   determination,
     calculation  or  certificate  to be final,  conclusive  or binding will not
     prevent  judicial  enquiry  into the merits of any claims by a third  party
     claiming  to be  aggrieved  by same  nor do  such  provisions  exclude  the
     possibility of the same being amended by order of an Irish Court;

J.   no opinion is given herein as to the  availability of any specific  remedy,
     other than monetary  damages,  for the enforcement of any obligation of the
     parties to each Document and this opinion should not be taken to imply that
     an Irish Court will necessarily grant any remedy, the availability of which
     is  subject  to  equitable  considerations  or  which is  otherwise  in the
     discretion of the Court and, in particular, orders for specific performance
     and  injunctions  which are  discretionary  remedies  under Irish law,  and
     specific  performance will not be available where damages are considered by
     the Court to be an adequate alternative remedy;

K.   the Irish Courts may stay proceedings if concurrent proceedings are brought
     elsewhere;

     L. an Irish  Court may  refuse to give  effect to a  purported  contractual
obligation  to pay costs  imposed upon another  party and an Irish Court may not
award by way of costs all of the expenditure  incurred by a successful  litigant
in  proceedings  brought  before the Court and an  undertaking by any party to a
Document to bear any  indemnity  in respect of any taxes or duties  might not be
enforceable  in respect of Irish  stamp  duties,  pursuant to Section 131 of the
Stamp Duties Consolidation Act, 1999;

     M. in the event of any claim  being  made in any Irish  court in a currency
other than Irish  Pounds,  the court may give  judgment in that  currency but we
express no opinion as to whether the Court would always be bound to exercise its
discretion  to award  judgment in a currency  other than Irish  Pounds.  Foreign
currency  amounts claimed in an Irish  liquidation  must be converted into Irish
pounds at the rate prevailing at the commencement of the liquidation;

     N. provisions as to severability may not be binding under Irish law and the
question  of whether or not  provisions  relating  to  invalidity  on account of
illegality  may be  severed  from other  provisions  in order to save such other
provisions would be determined by an Irish Court at its discretion;

<PAGE>

     O. claims may become barred under the Statute of Limitations  Act, 1957 (as
amended),  prescription or lapse of time or may be or become subject to defences
of set-off or counterclaim;

     P. where an  obligation  is to be  performed or observed or is based upon a
matter arising in a jurisdiction  outside Ireland,  or a party's obligations are
subject to the laws of a jurisdiction outside Ireland,  such obligations may not
be enforceable  under Irish law if the same would be unlawful,  unenforceable or
contrary to public policy under the laws of such jurisdiction;

     Q. except for where expressly stated in this opinion, we express no opinion
as to the  taxation  consequences  of any of the  items  to which  this  opinion
relates;

     R.  except as set forth in  paragraphs  5.5 and 5.8 we do not  express  any
opinion as to whether any  security  interests  have been created over or are in
existence in respect of the Shares (other than in respect of the Shares Charge);

     S. the Shares are shares in a private limited company and,  accordingly,  a
transfer of any such shares may only be effected by a duly  executed and stamped
share transfer form being  registered by the Obligor in its register of members.
Accordingly,  it is possible, in practice,  for a sale or transfer of any of the
Shares to be prevented, delayed or hindered by the inaction, non-co-operation or
refusal of the  directors,  officers,  servants  or agents of the  Obligor.  The
possibility of any such prevention,  delay or hindrance  occurring may have been
reduced by the  adoption by SITEL Europe as sole  shareholder  of the Obligor of
the resolutions referred to in paragraph 2.3 above;

     T. questions  under the Mergers,  Take-overs and Monopolies  (Control) Acts
1978 (as amended) (the "Mergers Act") and the Competition Acts 1991 and 1996 may
need to be  considered  when  enforcing  the Shares  Charge.  Under the  Mergers
Take-overs and  Monopolies  (Control) Acts a proposal to transfer 25 per cent or
more of the  shareholding  of a company  must be  notified to the  Minister  for
Enterprise and Employment  where in the most recent  financial year the value of
the  gross  assets  of each of two or more of the  enterprises  involved  in the
proposal is not less than  IR(pound)10,000,000  or the turnover of each of those
two or more  enterprises  is not less than  IR(pound)20,000,000  - where the Act
applies a transfer  without the clearance  from the Minister for  Enterprise and
Employment  shall  be  void.  Under  the  Competition  Acts  1990  and  1996 any
transaction  which has as its object or effect the  prevention,  restriction  or
distortion of  competition in trade of any goods or services in Ireland or which
is an abuse of a dominant position is prohibited and void;

     U. disposal of the Shares by the Collateral Agent (or its  successor(s)) or
a  receiver  would  require   compliance  by  the  Collateral   Agent  (or  such
successor(s)) or the receiver with all applicable law;

     V. the descriptions and obligations of this Opinion as "enforceable" refers
to the legal  character or the  obligations  assumed by the relevant party under
the  relevant  instrument.  It  implies  no more than the  obligations  are of a
character which Irish Law recognises and will in certain circumstances  enforce.
In particular,  it does not mean or imply that the relevant  instrument  will be
enforced  in all  circumstances  in  accordance  with its terms or by or against
third parties or that any particular remedy will be available;

<PAGE>

     W. in particular (without limiting the foregoing):-

     1.  enforcement  may be  limited  by laws  from  time to time  relating  to
bankruptcy, insolvency, liquidation,  receivership,  reorganisation,  moratoria,
court schemes,  preferential  creditors and similar laws of general  application
relating to or affecting the rights of creditors;

2.   an Irish Court may refuse to give effect to the undertaking to pay costs in
     respect of unsuccessful  litigation  brought before an Irish Court or where
     the court has itself an order for costs;

3.   claims may be or become the subject of set-off or counterclaim;

4.   enforcement  may be limited by general  principles  of equity - for example
     specific  performance or other equitable remedies are discretionary and may
     not be  available  where  damages  are  considered  by the  court  to be an
     adequate remedy;

5.   provisions  (including provisions for default interest) imposing additional
     obligations  in the event of breach or default,  or of payment or repayment
     being made other than on an agreed date, may be unenforceable to the extent
     that they are subsequently adjudicated to be penal in nature;

6.   where the  obligations  are to be  performed in a  jurisdiction  other than
     Ireland,  they  may  not be  enforceable  in  Ireland  to the  extent  that
     performance would be illegal under the laws of that jurisdiction;

7.   enforcement may also be limited as a result of:-

6.23.7.1 the provisions of Irish law applicable to contracts held to have become
     frustrated by events happening after their execution; and

6.23.7.2 any breach of the terms of the Documents,  or any ancillary document by
     the party seeking to enforce the same;

8.   a certificate,  determination,  notification or opinion of, or the exercise
     of any  discretion  by, as to any matter  provided in each of the Documents
     might be held by the Irish Courts not to be conclusive if it could be shown
     to have an  unreasonable  or  arbitrary  basis or in the event of  manifest
     error;

X.   there is some  possibility  that an Irish court would hold that a judgement
     in relation  to a Document  whether  given in an Irish court or  elsewhere,
     would  supersede  that  Document to all  intents  and  purposes so that the
     obligations  set forth in that Document would not be held to survive such a
     judgement;

<PAGE>

Y.   this Opinion is expressly given upon the terms that no further  document is
     to be examined by us, whether or not referred to in the Documents,  that no
     further  investigation  or  diligence  in respect  of any matter  which may
     appear on the files of the  Obligor in the  Companies  Registration  Office
     after the date of the  Searches or which may have  appeared on the files of
     the Obligor  prior to the date of the  Searches but was not  available  for
     actual inspection by us as of such date is required of us by you;

Z.   our  opinion  at  paragraph  5.10  above  should  be  read  subject  to the
     qualification that the Rome Convention on The Law Applicable To Contractual
     Obligations  (the Rome  Convention)  (other than Article 7(1)) has force of
     law in Ireland and that  therefore  the choice the laws of the State of New
     York as the  governing  law of the  Obligor  Documents  is  subject  to the
     provisions of the Rome Convention.  For example,  the courts of Ireland may
     apply  any  rule of  Irish  law  which  is  mandatory  irrespective  of the
     governing  law and may refuse to apply a rule of the governing law if it is
     manifestly  incompatible  with the public  policy of Ireland.  In addition,
     Irish law will apply in relation to the liquidation and examinership of any
     Irish incorporated companies such as the Obligor;

AA.  in the case of a judgement obtained in the courts of the State of New York,
     the opinion  expressed  at  paragraph  5.11  should be read  subject to the
     qualification  that a  judgment  of the  Courts  of New  York  will  not be
     directly enforceable in Ireland but, if the relevant judgment:-

(1)  is based on personal action;

(2)  is for a debt for a definitive sum of money;

(3)  is final and conclusive;

(4)  is not impeachable on the grounds of jurisdiction,  fraud, public policy or
     natural or constitutional justice;

(5)  is not inconsistent with a judgment of the Courts of Ireland in relation to
     the same matter; and

(6)  enforcement  proceedings  are instituted in Ireland within six years of the
     date of the judgment;

the  plaintiff  will be able to  obtain  summary  judgment  in a new  action  in
     Ireland on the grounds that the defendant has no defence to the claim.

VII. This Opinion  (which is limited to the matters  stated herein and is not to
     be read as extending by implication  to any other matters not  specifically
     referred  to  herein)  is  addressed  to  and  is for  the  benefit  of the
     Administrative Agent, Collateral Agent and the Lenders and their respective
     successors  and assigns and may not be relied upon by, or published to, any
     other  persons  without  our prior  written  consent.  We do not assume any
     obligation to update the opinions set forth in this letter.


<PAGE>

Yours faithfully

         MATHESON ORMSBY PRENTICE
<PAGE>
                                                                  EXHIBIT E-5

                                                        Madrid, April 11th, 2000





To each of the  Administrative  Agent,  the  Collateral  Agent  and  each of the
Lenders party to the Credit Agreement referred to below

Ladies and Gentlemen:

                  We have acted as special  counsel for SITEL  Corporation  (the
"Parent")  and each of the entities  listed on Schedule I hereto  (collectively,
the  "Covered   Subsidiaries"  and,  together  with  the  Parent,  the  "Covered
Entities")  in  connection  with the  transactions  contemplated  by the  Credit
Agreement,  dated as of April 11th, 2000 (the "Credit Agreement"),  by and among
the Parent,  SITEL Europe plc, SITEL TMS Limited,  various lending  institutions
from time to time party thereto (the "Lenders"),  and Bankers Trust Company,  as
Administrative  Agent. This opinion is being delivered  pursuant to Section 5.03
of the Credit  Agreement.  Unless otherwise  indicated,  capitalized  terms used
herein but not otherwise  defined herein shall have the respective  meanings set
forth in the Credit Agreement.

                  In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such documents
as we have deemed necessary or appropriate as a basis for the opinions set forth
herein,  including,  without  limitation,  (a)  the  Escritura  de  Constitucion
[Articles of Association],  the Estatutos [By-Laws] and other relevant governing
documents of the Covered  Subsidiaries,  (b) the documents listed on Schedule II
hereto   (collectively,   the  "Documents")  and  (c)  such  other   agreements,
certificates  of public  officials,  certificates  of  officers  of the  Covered
Subsidiaries and others, and such other documents, certificates and corporate or
public records as we have deemed  necessary or  appropriate  in connection  with
this opinion.

                  In  connection   with  this  opinion,   we  have  assumed  the
genuineness  of all  signatures  (other  than as to any Covered  Subsidiary)  on
original or certified copies,  the authenticity of documents  submitted to us as
originals  and the  conformity  to  original or  certified  copies of all copies
submitted to us as certified or reproduction  copies.  We have also assumed that
each party to the Documents (other than the Covered  Subsidiaries) has the legal
power and  authority  to enter  into and  perform  its  obligations  under  such
Documents,  and that such  Documents  have been duly  authorized,  executed  and
delivered by such  persons,  and that such  Documents  are the legal,  valid and
binding  obligations  of such  persons,  enforceable  against  such  persons  in
accordance with their terms.

<PAGE>

                  Based upon the foregoing,  and subject to the  limitations set
forth herein, we are of the opinion that:

                  1. Each of the Covered  Subsidiaries  (i) is a duly  organized
and validly existing Sociedad Anonima [Corporation],  in good standing under the
laws of the  jurisdiction  of Spain,  and is duly registered with the applicable
Registro Mercantil  [Mercantile  Register],  (ii) has the power and authority to
own its  property and assets and to transact the business in which it is engaged
and presently  proposes to engage and (iii) is duly  qualified and is authorized
to do business and is in good standing in each  jurisdiction  where such Covered
Subsidiary transacts business.  No event of voluntary termination or dissolution
of any of the Covered Subsidiaries has, to our knowledge, occurred.

                  2.  Each  of  the  Covered  Subsidiaries  has  the  power  and
authority to execute,  deliver and perform the terms and  provisions  of each of
the  Documents  to which it is party  and has  taken  all  necessary  action  to
authorize  the  execution,  delivery  and  performance  by it of  each  of  such
Documents. Each of the Covered Subsidiaries has duly executed and delivered each
of the Documents to which it is a party and each of such  Documents  constitutes
its legal, valid and binding obligation enforceable in accordance with its terms
except as the  enforceability  thereof may be limited by applicable  bankruptcy,
insolvency,  reorganization  or other similar laws affecting  creditors'  rights
generally and by general equitable principles.

                  3.  Neither  the  execution,  delivery or  performance  by any
Covered Subsidiary of the Documents to which it is a party, nor compliance by it
with the terms and provisions thereof,  (i) will contravene any provision of any
law, statute,  rule or regulation or any applicable order,  writ,  injunction or
decree of any court or  governmental  instrumentality,  (ii) will conflict or be
inconsistent  with or  result  in any  breach  of any of the  terms,  covenants,
conditions or provisions  of, or  constitute a default  under,  or result in the
creation  or  imposition  of (or the  obligation  to create or impose)  any Lien
(except pursuant to the Security Documents) upon any of the properties or assets
of such Covered  Subsidiary  pursuant to the terms of any  indenture,  mortgage,
deed of trust, credit agreement, loan agreement or any other material agreement,
contract or instrument,  of which we are aware, to which such Covered Subsidiary
is a party or by which it or any of its  property or assets is bound or to which
it may be  subject or (iii) will  violate  any  provision  of the  Escritura  de
Constitucion  [Articles of Association]  or Estatutos  [By-laws] of such Covered
Subsidiary.

                  4. No order,  consent,  approval,  license,  authorization  or
validation of, or filing,  recording or  registration  with (except as have been
obtained  or  made),  or  exemption  by,  any  governmental  or  public  body or
authority,  or any subdivision thereof, is required to authorize, or is required
in connection with, (i) the execution,  delivery and performance of any Document
to which  any  Covered  Subsidiary  is a party or (ii) the  legality,  validity,
binding effect,  enforceability  or  admissibility  in evidence of any Document.
Without  limiting the  foregoing,  it is not  necessary,  in order to ensure the
legality, validity, binding effect,  enforceability or admissibility in evidence
of any Document, that any of the Documents be filed or registered with any court
or authority in Spain or that any stamp duty,  transaction tax, levy,  charge or
similar impost be paid in Spain on or in relation to any of the Documents.




<PAGE>

                  5.  To  our  knowledge,   there  are  no  actions,   suits  or
proceedings  pending or threatened  with respect to any Covered  Subsidiary  (a)
that could  reasonably  be  expected  to have a material  adverse  effect on any
Covered  Subsidiary or (b) that could  reasonably be expected to have a material
adverse  effect on the rights or  remedies  of the  Administrative  Agent or the
Lenders or on the ability of such Covered  Subsidiary to perform its obligations
under the Documents to which it is a party,  and to our knowledge there does not
exist any judgment, order or injunction prohibiting or imposing material adverse
conditions  upon the  performance of any Covered  Subsidiary of its  obligations
under the Documents to which it is a party.

                  6. The  authorized  capital  stock of each Covered  Subsidiary
consists of: (i) SITEL IBERICA  TELESERVICES:  5,000 shares of common stock, par
value 60 euros per share; (ii) TELEPROMOTION: 13,350 shares of common stock, par
value 1,000 pesetas per share; and (iii) TELE ACTION HISPANICA: 20,000 shares of
common stock,  par value 1,000  pesetas per share;  all of which are issued (but
not physically  printed,  as it is not  compulsory  under Spanish Law). All such
shares of capital stock have been duly and validly  authorized  and issued,  are
fully  paid  and  non-assessable  and are  free  of  preemptive  rights.  To our
knowledge,  none of the Covered  Subsidiaries  have  outstanding  any securities
convertible into or exchangeable for its capital stock or outstanding any rights
to  subscribe  for or to  purchase,  or any options for the  purchase of, or any
agreements  providing  for the issuance  (contingent  or  otherwise)  of, or any
calls, commitments or claims of any character relating to, its capital stock. To
our knowledge,  the Covered  Subsidiaries have no Subsidiaries  other than those
Subsidiaries  listed on Schedule III to the Credit  Agreement and the Portuguese
company ACTION SERVICOS DE PUBLICIDADE, S.A.

                  7.   None of the provisions of the Documents violate any usury
law of Spain.

                  8. There are no  restrictions  or prohibitions on the transfer
and  payment  of  amounts  owing  by any  Covered  Subsidiary  under  any of the
Documents  in lawful  money of the United  States of America  (or, to the extent
required  by any of the  Documents,  any other  currency)  free and clear of any
withholdings  or deductions on the terms or the place of payment as provided for
in the Documents. Without limiting the foregoing, there is no income or stamp or
other tax,  duty,  levy,  charge or similar  impost  (imposed by  withholding or
otherwise)  which is or would be imposed on or applicable to any payment made by
any Covered  Subsidiary  to you pursuant to the Documents or is imposed on or by
virtue of the execution or delivery of the Documents,  and the agreement of each
Covered  Subsidiary to make payments under or pursuant to the Documents free and
clear of any such  tax,  duty,  levy,  charge or  impost  is  legally  valid and
effective.

                  9. Neither the Administrative  Agent, the Collateral Agent nor
the Lenders are  required to qualify to transact  business in Spain nor will the
Administrative  Agent,  the Collateral Agent or any of the Lenders incur any tax
imposed by the Spanish Tax Authorities (including,  without limitation,  any tax
imposed by the Spanish Tax Authorities on interest or on revenue paid in respect
of the  Notes)  solely as the  result of the  transactions  contemplated  by the
Documents.


<PAGE>

                  10. Each of the Covered  Subsidiaries is subject to commercial
law and is generally subject to suit and neither it nor any of its properties or
revenues enjoy any right of immunity from suit, attachment,  setoff or execution
of a judgment in respect of its obligations under the Documents.

                  11. Each  Covered  Subsidiary  may be sued in Spain by each of
the  Administrative  Agent, the Collateral Agent and the Lenders (either jointly
or  individually)  if the  Administrative  Agent,  the  Collateral  Agent or the
Lenders  have the  right to sue such  Covered  Subsidiary  under the laws of the
State of New York to obtain  amounts due and payable but unpaid by such  Covered
Subsidiary.  There are no legal  impediments  to your  access  to the  courts of
Spain,  nor shall you be required to qualify under any statute of law or pay any
franchise tax or similar fee to gain such access, whether in respect of a direct
suit on any of the Documents or a proceeding to register a judgment  obtained by
you before a court in the United States of America.

                  12. The courts of Spain will  observe  and give  effect to the
choice  of New  York  law as the law  governing  the  Documents  (to the  extent
expressly designated so therein) in any proceedings in relation thereto.

                  13. The submission to jurisdiction provisions of the Documents
is legally valid and effective and enforceable  against each Covered  Subsidiary
and would be recognized by the courts of Spain.

                  14. A judgment  rendered  against any Covered  Subsidiary by a
foreign  court will be  recognized  and  enforced  by the courts of Spain in all
respects with no requirement  that the matter be relitigated  before a competent
court in Spain,  provded that certain basic procedural rules have been fulfilled
by such foreign court.

                  15. The payment  obligations of each Covered  Subsidiary under
the  Documents  rank at least pari passu in priority  of payment  with all other
unsecured and unsubordinated  liabilities of such Covered Subsidiary (other than
those liabilities preferred by mandatory operation of law and with the exception
of any  rights of setoff  or  counterclaim  that may be  asserted  against  such
Covered Subsidiary).

                  We express no opinion as to matters  governed by any law other
than the laws of Spain.  This opinion speaks only as of the date hereof. We have
no  obligation to advise the  addressees  (or any third party) of any changes in
the law or facts that may occur after the date of this opinion.

                  The opinions  expressed herein are solely for your benefit and
those of the Lenders  that are or may in the future  become  party to the Credit
Agreement  and may not be relied  upon in any  manner or for any  purpose by any
other person.

                                                       Very truly yours,

                                                     Jose M(a) Buxeda Maisterra

                                                     BUXEDA & ASOCIADOS

<PAGE>

                                  SUBSIDIARIES

                               ORGANIZED IN SPAIN

SITEL IBERICA TELESERVICES, S.A. Sociedad Unipersonal

TELEPROMOTION, S.A. Sociedad Unipersonal

TELE ACTION HISPANICA, S.A. Sociedad Unipersonal

<PAGE>
                                    DOCUMENTS

- Foreign Subsidiaries Guaranty, dated as of April 11th, 2000.


<PAGE>
                                                            Madrid, May 26, 2000



To each of the  Administrative  Agent,  the  Collateral  Agent  and  each of the
Lenders party to the Credit Agreement referred to below

Ladies and Gentlemen:


         We have acted as special counsel for SITEL  Corporation  (the "Parent")
and each of the entities listed on Schedule I hereto (collectively, the "Covered
Subsidiaries"  and,  together  with  the  Parent,  the  "Covered  Entities")  in
connection with the transactions contemplated by the Credit Agreement,  dated as
of April 11th,  2000 (the "Credit  Agreement"),  by and among the Parent,  SITEL
Europe plc, SITEL TMS Limited,  various lending  institutions  from time to time
party thereto (the  "Lenders"),  and Bankers Trust  Company,  as  Administrative
Agent and in particular,  in connection  with the respective  Pledge  Agreements
(collectively,  the  "Pledge  Agreements")  entered  into on the date  hereof in
respect  of  the  shares  of  each  of the  Covered  Subsidiaries,  between  the
applicable  Pledgor  thereunder  and Bankers Trust Company as Collateral  Agent.
This opinion is being delivered pursuant to Section 5.03 of the Credit Agreement
and further to our opinion  dated April 11, 2000.  Unless  otherwise  indicated,
capitalized  terms used herein but not otherwise  defined  herein shall have the
respective meanings set forth in the Pledge Agreements.

         In connection with this opinion,  we have examined originals or copies,
certified or otherwise  identified to our satisfaction,  of such documents as we
have deemed  necessary  or  appropriate  as a basis for the  opinions  set forth
herein,  including,  without  limitation,  (a)  the  Escritura  de  Constitucion
[Articles of Association],  the Estatutos [By-laws] and other relevant governing
documents of the Covered  Subsidiaries  and others and (b) such other documents,
certificates  and  corporate  or public  records as we have deemed  necessary or
appropriate in connection with this opinion.

         In connection with this opinion, we have assumed the genuineness of all
signatures  (other than as to any Pledgor or Covered  Subsidiary) on original or
certified copies, the authenticity of documents submitted to us as originals and
the conformity to original or certified  copies of all copies submitted to us as
certified or reproduction copies. We have also assumed that the Collateral Agent
has the legal power and authority to enter into and perform its obligation under
each such Pledge  Agreement,  and that each such Pledge  Agreement has been duly
authorized,  executed and delivered by the Collateral  Agent, and that each such
Pledge  Agreement is the legal,  valid and binding  obligation of the Collateral
Agent, enforceable against it in accordance with their terms.

<PAGE>

         Upon the basis of the  aforesaid  and subject to the  reservations  set
forth below,  we are of the opinion that each Pledge  Agreement  creates a valid
and  enforceable  first  priority  perfected  security  interest in favor of the
Collateral  Agent, and will entitle the Collateral  Agent, in case of default by
the applicable Pledgor in respect of the Secured Obligations,  to recover,  with
preference  over any other  creditors,  out of the  proceeds  obtained  upon the
correct  enforcement of the applicable Pledge, the amounts secured by it or only
part of such amounts to the extent the  proceeds  obtained do not cover the full
amount secured. No filing,  registration or recording is required in the Kingdom
of Spain in order to perfect the  security  interests  created  under the Pledge
Agreements.

         The   opinion   set  forth   above,   insofar  as  it  relates  to  the
enforceability  of the Pledge  Agreements is subject to  applicable  bankruptcy,
insolvency, suspension of payment and moratorium proceedings.

         We express no opinion as to the  enforceability of the Pledge Agreement
in a jurisdiction  other than Spain nor as to matters  governed by any law other
than the laws of Spain.  This opinion speaks only as of the date hereof. We have
no  obligation to advise the  addressees  (or any third party) of any changes in
the law or facts that may occur after the date of this opinion.

         The opinions  expressed herein are solely for your benefit and those of
the Lenders that are or may in the future  become party to the Credit  Agreement
and may not be relied upon in any manner or for any purpose by any other person

                                Very truly yours,

                           Jose M(a) Buxeda Maisterra

                               BUXEDA & ASOCIADOS

<PAGE>

SCHEDULE I

                                  SUBSIDIARIES

                               ORGANIZED IN SPAIN

SITEL IBERICA TELESERVICES, S.A. Sociedad Unipersonal

TELEPROMOTION, S.A. Sociedad Unipersonal

TELE ACTION HISPANICA, S.A. Sociedad Unipersonal



<PAGE>

Exhibit F

                          FORM OF OFFICERS' CERTIFICATE

                  I, the  undersigned,  [Chairman of the  Board/Chief  Executive
Officer/President/Vice   President/Director]   of  [Name  of  Credit  Party],  a
_________ organized and existing under the laws of ________ (the "Company"),  do
hereby certify on behalf of the Company that:

                  1. This Certificate is furnished  pursuant to Section 5 of the
Credit  Agreement,  dated as of April 11, 2000, among SITEL  Corporation,  SITEL
Europe plc, SITEL TMS Limited,  the lenders from time to time party thereto, and
Bankers Trust Company,  as Administrative  Agent (such Credit  Agreement,  as in
effect  on the  date  of this  Certificate,  being  herein  called  the  "Credit
Agreement").  Unless otherwise  defined herein,  capitalized  terms used in this
Certificate shall have the meanings set forth in the Credit Agreement.

                  2. The following named individuals are elected officers of the
Company, each holds the office of the Company set forth opposite his or her name
and has held such  office  since  _________  __,  ____.1 The  signature  written
opposite  the  name  and  title  of  each  such  officer  is his or her  genuine
signature.

              Name2                  Office                     Signature

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

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

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

                  3.  Attached  hereto as Exhibit A is a  certified  copy of the
[[Certificate]  [Articles] of  Incorporation  of the  Company],3 as filed in the
Office of  _______________  on ___________,  ____,  together with all amendments
thereto adopted through the date hereof.

------------------
1    Insert a date prior to the time of any  corporate  action  relating  to the
     Credit Documents or related documentation.

2    Include name, office and signature of each officer who will sign any Credit
     Document,  including the officer who will sign the certification at the end
     of this Certificate or related documentation.


<PAGE>

                  4. Attached  hereto as Exhibit B is a true and correct copy of
the  [By-Laws]4 of the Company  which were duly  adopted,  are in full force and
effect on the date hereof, and have been in effect since _____________, ____.

                  5. Attached  hereto as Exhibit C is a true and correct copy of
resolutions  which were duly adopted on __________,  2000 [by unanimous  written
consent of the Board of  Directors of the Company] [by a meeting of the Board of
Directors  of the Company at which a quorum was present and acting  throughout],
and said  resolutions  have not been rescinded,  amended or modified.  Except as
attached  hereto as Exhibit C, no resolutions  have been adopted by the Board of
Directors of the Company which deal with the execution,  delivery or performance
of any of the Documents to which the Company is party.

                  [6. On the date hereof,  all of the applicable  conditions set
forth in Sections 5.05,  5.06,  5.07 and 6.02 of the Credit  Agreement have been
satisfied.]5

                  [6.][7.]  On  the  date  hereof,   the   representations   and
warranties  contained in the Credit  Agreement and in the other Credit Documents
are true and  correct in all  material  respects  with the same effect as though
such  representations  and  warranties  had been made on the date  hereof,  both
before and after giving effect to the incurrence of Loans on the date hereof and
the application of the proceeds  thereof,  unless stated to relate to a specific
earlier date, in which case such  representations  and warranties  were true and
correct in all material respects as of such earlier date.

                  [7.][8.]  On the date  hereof,  no Default or Event of Default
has occurred and is  continuing  or would result from the  Borrowing to occur on
the date hereof or from the application of the proceeds thereof.

                [8.][9.] There   is   no   proceeding    for the  dissolution or
liquidation of the Company or threatening its existence.

------------------------
3    Insert the name of the equivalent organizational document.

4    Insert the name of the equivalent governing document.

5    Insert in Officers' Certificate of each Borrower.

<PAGE>

                  IN WITNESS WHEREOF,  I have hereunto set my hand this ____ day
of ____, 2000.

                                             [NAME OF CREDIT PARTY]



                                             By ______________________________
                                                  Name:
                                                  Title:


<PAGE>
                  I, the  undersigned,  [Secretary/Assistant  Secretary]  of the
Company, do hereby certify on behalf of the Company that:

                  1. [Name of Person  making above  certifications]  is the duly
elected    and    qualified    [Chairman    of   the    Board/Chief    Executive
Officer/President/Vice  President] of the Company and the signature above is his
or her genuine signature.

                  2. The  certifications  made by [name of Person  making  above
certifications]  on behalf of the  Company in Items 2, 3, 4, 5 and [8][9]  above
are true and correct.

                  IN WITNESS WHEREOF,  I have hereunto set my hand this ____ day
of _____, 2000.

                                                 [NAME OF CREDIT PARTY]



                                                 By ___________________________
                                                     Name:
                                                     Title:
<PAGE>


                          PLEDGE AGREEMENT - EXHIBIT G

                  PLEDGE  AGREEMENT (as amended,  modified or supplemented  from
time to time, this "Agreement"), dated as of April 11, 2000, made by each of the
undersigned  pledgors (each a "Pledgor" and, together with any other entity that
becomes a pledgor  hereunder  pursuant to Section 25 hereof,  the "Pledgors") to
BANKERS  TRUST  COMPANY,  as  Collateral  Agent  (together  with  any  successor
Collateral  Agent, the "Pledgee"),  for the benefit of the Secured Creditors (as
defined  below).  Except as otherwise  defined  herein,  capitalized  terms used
herein and  defined in the Credit  Agreement  (as defined  below)  shall be used
herein as therein defined.

                              W I T N E S S E T H :
                               - - - - - - - - - -


                  WHEREAS,  SITEL Corporation (the "US Borrower"),  SITEL Europe
plc (the  "English  Borrower"),  SITEL TMS Limited  (the "Irish  Borrower"  and,
together with the English Borrower and the US Borrower,  the  "Borrowers"),  the
lenders  from time to time party  thereto  (the  "Lenders"),  and Bankers  Trust
Company,  as  Administrative  Agent (together with any successor  Administrative
Agent, the "Administrative Agent"), have entered into a Credit Agreement,  dated
as of April 11, 2000 (as amended,  modified or  supplemented  from time to time,
the "Credit Agreement"), providing for the making of Loans to the Borrowers, and
the  issuance of Letters of Credit for the account of the US  Borrower,  in each
case as contemplated therein (the Lenders, the Administrative Agent, the Issuing
Lenders and the Pledgee are herein called the "Lender Creditors");

                  WHEREAS, any Pledgor or any Subsidiary thereof may at any time
and from time to time enter into one or more Interest Rate Protection Agreements
or Other Hedging  Agreements  with one or more Lenders or any affiliate  thereof
(each such  Lender or  affiliate,  even if the  respective  Lender  subsequently
ceases to be a Lender under the Credit  Agreement for any reason,  together with
such Lender's or affiliate's successors and assigns, if any,  collectively,  the
"Other  Creditors,"  and  together  with  the  Lender  Creditors,  the  "Secured
Creditors");

                  WHEREAS,  pursuant to each  Guaranty,  each  Pledgor that is a
party thereto has  guaranteed  to the Secured  Creditors the payment when due of
all Guaranteed Obligations as described in each such Guaranty;

                  WHEREAS,  it is a  condition  to the  making  of Loans and the
issuance of Letters of Credit under the Credit Agreement that each Pledgor shall
have executed and delivered to the Pledgee this Agreement; and

                  WHEREAS,  each Pledgor desires to enter into this Agreement in
order to satisfy the condition described in the preceding paragraph;

                  NOW,  THEREFORE,  in  consideration of the foregoing and other
benefits  accruing to each  Pledgor,  the receipt and  sufficiency  of which are
hereby acknowledged, each Pledgor hereby makes the following representations and
warranties  to the Pledgee for the benefit of the Secured  Creditors  and hereby
covenants  and agrees with the Pledgee for the benefit of the Secured  Creditors
as follows:

<PAGE>

     1. SECURITY FOR OBLIGATIONS. This Agreement is made by each Pledgor for the
benefit of the Secured Creditors to secure:

                 (i) the full and prompt payment when due (whether at the stated
         maturity,   by  acceleration  or  otherwise)  of  all  obligations  and
         indebtedness  (including,  without  limitation,  indemnities,  Fees and
         interest thereon) of such Pledgor to the Lender Creditors,  whether now
         existing or hereafter incurred under,  arising out of, or in connection
         with the Credit  Agreement and the other Credit Documents to which such
         Pledgor is a party  (including all such obligations and indebtedness of
         such  Pledgor  under each  Guaranty to which it is a party) and the due
         performance  and  compliance  by such  Pledgor  with all of the  terms,
         conditions and agreements contained in the Credit Agreement and in such
         other Credit Documents (all such obligations and liabilities under this
         clause  (i),  except  to  the  extent   consisting  of  obligations  or
         indebtedness  with respect to Interest  Rate  Protection  Agreements or
         Other Hedging Agreements,  being herein collectively called the "Credit
         Document Obligations");

                (ii) the full and prompt payment when due (whether at the stated
         maturity,   by  acceleration  or  otherwise)  of  all  obligations  and
         liabilities owing by such Pledgor to the Other Creditors under, or with
         respect to  (including  by reason of any Guaranty to which such Pledgor
         is a party),  any Interest Rate  Protection  Agreement or Other Hedging
         Agreement,  whether such  Interest Rate  Protection  Agreement or Other
         Hedging Agreement is now in existence or hereafter arising, and the due
         performance  and  compliance  by such  Pledgor  with all of the  terms,
         conditions and agreements  contained  therein (all such obligations and
         liabilities  described  in this clause (ii) being  herein  collectively
         called the "Other Obligations");

               (iii)  any and all  sums  advanced  by the  Pledgee  in  order to
          preserve  the  Collateral  (as  hereinafter  defined) or preserve  its
          security interest in the Collateral;

                (iv)  in the  event  of any  proceeding  for the  collection  or
         enforcement  of any  indebtedness,  obligations  or liabilities of such
         Pledgor  referred to in clauses  (i) and (ii) above,  after an Event of
         Default (which term to mean and include any Event of Default under, and
         as defined in, the Credit  Agreement  or any payment  default by the US
         Borrower or any of its Subsidiaries  under any Interest Rate Protection
         Agreement or Other Hedging Agreement and shall, in any event,  include,
         without  limitation,  any payment default on any of the Obligations (as
         hereinafter  defined))  shall  have  occurred  and be  continuing,  the
         reasonable expenses of retaking,  holding, preparing for sale or lease,
         selling or otherwise disposing of or realizing on the Collateral, or of
         any  exercise by the  Pledgee of its rights  hereunder,  together  with
         reasonable attorneys' fees and court costs; and


<PAGE>

               (v) all  amounts  paid by any  Secured  Creditor as to which such
          Secured  Creditor has the right to  reimbursement  under Section 11 of
          this Agreement;

all such  obligations,  liabilities,  sums and expenses set forth in clauses (i)
through  (v)  of  this   Section  1  being   herein   collectively   called  the
"Obligations,"  it being  acknowledged and agreed that the  "Obligations"  shall
include extensions of credit of the types described above,  whether  outstanding
on the date of this  Agreement  or extended  from time to time after the date of
this Agreement.

                  2.  DEFINITIONS.  (a) Unless  otherwise  defined  herein,  all
capitalized  terms used herein and defined in the Credit Agreement shall be used
herein as therein defined.  Reference to singular terms shall include the plural
and vice versa.

               (b) The  following  capitalized  terms used herein shall have the
          definitions specified below:

                  "Administrative  Agent"  has  the  meaning  set  forth  in the
Recitals hereto.

                  "Adverse  Claim"  has the  meaning  given such term in Section
8-102(a)(1) of the UCC.

                  "Agreement"  has the meaning set forth in the first  paragraph
hereof.

                  "Borrowers"  shall have the meaning  provided in the  Recitals
hereto.

                  "Certificated  Security"  has the  meaning  given such term in
Section 8-102(a)(4) of the UCC.

                  "Class" has the meaning set forth in Section 22 hereof.

                  "Clearing  Corporation"  has the  meaning  given  such term in
Section 8-102(a)(5) of the UCC.

                  "Collateral" has the meaning set forth in Section 3.1 hereof.

                  "Collateral  Accounts" means any and all accounts  established
and maintained by the Pledgee in the name of any Pledgor to which Collateral may
be credited.

                  "Credit  Agreement"  has the meaning set forth in the Recitals
hereto.

                  "Credit  Document  Obligations"  has the  meaning set forth in
Section 1 hereof.

                  "Domestic  Corporation"  has  the  meaning  set  forth  in the
definition of "Stock."

                  "English  Borrower"  shall have the  meaning  provided  in the
Recitals hereto.

                  "Event of  Default"  has the  meaning  set forth in  Section 1
hereof.


<PAGE>

                  "Financial  Asset" has the meaning  given such term in Section
8-102(a)(9) of the UCC.

                  "Foreign  Corporation"  has  the  meaning  set  forth  in  the
definition of "Stock."

                  "Indemnitees" has the meaning set forth in Section 11 hereof.

                  "Instrument"  has the  meaning  given  such  term  in  Section
9-105(1)(i) of the UCC.

                  "Investment  Property"  has the  meaning  given  such  term in
Section 9-115(f) of the UCC.

                  "Irish  Borrower"  shall  have  the  meaning  provided  in the
Recitals hereto.

                  "Lender  Creditors"  has the meaning set forth in the Recitals
hereto.

                  "Lenders" has the meaning set forth in the Recitals hereto.

                  "Limited  Liability Company Assets" means all assets,  whether
tangible or intangible and whether real,  personal or mixed (including,  without
limitation,  all limited liability company capital and interest in other limited
liability companies),  at any time owned or represented by any Limited Liability
Company Interest.

                  "Limited Liability Company Interests" means the entire limited
liability  company  membership  interest at any time owned by any Pledgor in any
limited liability company.

                  "Non-Voting Stock" means all capital stock which is not Voting
Stock.

                  "Notes"  means all  promissory  notes from time to time issued
to, or held by, each Pledgor (including each Intercompany Note).

                  "Obligations" has the meaning set forth in Section 1 hereof.

                  "Other  Creditors"  has the meaning set forth in the  Recitals
hereto.

                  "Other  Obligations"  has the  meaning  set forth in Section 1
hereof.

                  "Partnership  Assets"  means all assets,  whether  tangible or
intangible and whether real,  personal or mixed (including,  without limitation,
all partnership capital and interest in other  partnerships),  at any time owned
or represented by any Partnership Interest.

                  "Partnership  Interest"  means the entire general  partnership
interest or limited partnership interest at any time owned by any Pledgor in any
general partnership or limited partnership.

                  "Pledged  Notes"  has the  meaning  set forth in  Section  3.5
hereof.

                  "Pledgee"  has the  meaning  set forth in the first  paragraph
hereof.

<PAGE>

                  "Pledgor"  has the  meaning  set forth in the first  paragraph
hereof.

                  "Proceeds" has the meaning given such term in Section 9-306(l)
of the UCC.

                  "Required  Lenders"  has the  meaning  given  such term in the
Credit Agreement.

                  "Requisite  Creditors" has the meaning set forth in Section 22
hereof.

                  "Secured  Creditors" has the meaning set forth in the Recitals
hereto.

                  "Secured Debt Agreements" has the meaning set forth in Section
5 hereof.

                  "Securities  Account"  has  the  meaning  given  such  term in
Section 8-501(a) of the UCC.

                  "Securities Act" means the Securities Act of 1933, as amended,
as in effect from time to time.

                  "Security" and "Securities" has the meaning given such term in
Section  8-102(a)(15)  of the UCC and shall in any event also  include all Stock
and all Notes.

                  "Security  Entitlement"  has the  meaning  given  such term in
Section 8-102(a)(17) of the UCC.

                  "Stock"  means (x) with respect to  corporations  incorporated
under the laws of the United  States or any State or territory  thereof  (each a
"Domestic  Corporation"),  all of the issued and  outstanding  shares of capital
stock of any  corporation  at any  time  owned by any  Pledgor  of any  Domestic
Corporation and (y) with respect to corporations not Domestic Corporations (each
a "Foreign  Corporation"),  all of the issued and outstanding  shares of capital
stock at any time owned by any Pledgor of any Foreign Corporation.

                  "Termination  Date" has the  meaning  set forth in  Section 20
hereof.

                  "UCC"  means the Uniform  Commercial  Code as in effect in the
State of New York  from time to time;  provided  that all  references  herein to
specific  sections or  subsections of the UCC are references to such sections or
subsections,  as the case may be, of the Uniform Commercial Code as in effect in
the State of New York on the date hereof.

                  "Uncertificated  Security"  has the meaning given such term in
Section 8-102(a)(18) of the UCC.

                  "US Borrower" shall have the meaning  provided in the Recitals
hereto.

                  "Voting  Stock"  means all  classes  of  capital  stock of any
Foreign Corporation entitled to vote.

<PAGE>

                  3.  PLEDGE OF SECURITIES, ETC.

                  3.1 Pledge. To secure the Obligations now or hereafter owed or
to be performed by such  Pledgor,  each  Pledgor does hereby  grant,  pledge and
assign to the Pledgee for the benefit of the Secured Creditors,  and does hereby
create a continuing security interest in favor of the Pledgee for the benefit of
the Secured  Creditors  in, all of the right,  title and  interest in and to the
following,  whether  now  existing  or  hereafter  from  time to  time  acquired
(collectively, the "Collateral"):

                  (a) each of the  Collateral  Accounts,  including  any and all
         assets of  whatever  type or kind  deposited  by such  Pledgor  in such
         Collateral Account,  whether now owned or hereafter acquired,  existing
         or  arising,  including,  without  limitation,  all  Financial  Assets,
         Investment Property, moneys, checks, drafts, Instruments, Securities or
         interests  therein of any type or nature  deposited  or required by the
         Credit Agreement or any other Secured Debt Agreement to be deposited in
         such Collateral  Account,  and all investments and all certificates and
         other Instruments  (including depository receipts, if any) from time to
         time representing or evidencing the same, and all dividends,  interest,
         distributions,  cash and other  property  from  time to time  received,
         receivable  or otherwise  distributed  in respect of or in exchange for
         any or all of the foregoing;

                  (b) all Securities owned by such Pledgor from time to time and
         all  options or  warrants  owned by such  Pledgor  from time to time to
         purchase Securities;

                  (c) all  Limited  Liability  Company  Interests  owned by such
         Pledgor  from time to time and all of its right,  title and interest in
         each limited  liability  company to which each such  interest  relates,
         whether  now  existing  or  hereafter  acquired,   including,   without
         limitation:

                           (A) all the capital  thereof and its  interest in all
                  profits,  losses,  Limited  Liability Company Assets and other
                  distributions  to  which  such  Pledgor  shall  at any time be
                  entitled  in  respect  of  such  Limited   Liability   Company
                  Interests;

                           (B) all other  payments  due or to become due to such
                  Pledgor in respect of  Limited  Liability  Company  Interests,
                  whether  under any  limited  liability  company  agreement  or
                  otherwise,   whether  as  contractual  obligations,   damages,
                  insurance proceeds or otherwise;

                           (C) all of its claims,  rights,  powers,  privileges,
                  authority, options, security interests, liens and remedies, if
                  any,  under  any  limited   liability   company  agreement  or
                  operating agreement, or at law or otherwise in respect of such
                  Limited Liability Company Interests;

                           (D) all  present and future  claims,  if any, of such
                  Pledgor against any such limited  liability company for moneys
                  loaned or advanced, for services rendered or otherwise;


<PAGE>

                           (E) all of such  Pledgor's  rights  under any limited
                  liability company  agreement or operating  agreement or at law
                  to exercise and enforce every right, power, remedy, authority,
                  option and privilege of such Pledgor  relating to such Limited
                  Liability Company Interests, including any power to terminate,
                  cancel or modify any limited  liability  company  agreement or
                  operating  agreement,  to execute any  instruments and to take
                  any and all  other  action on behalf of and in the name of any
                  of such Pledgor in respect of such Limited  Liability  Company
                  Interests  and any such  limited  liability  company,  to make
                  determinations,  to exercise any election (including,  but not
                  limited  to,  election  of  remedies)  or option or to give or
                  receive any notice,  consent,  amendment,  waiver or approval,
                  together  with full power and  authority  to demand,  receive,
                  enforce,  collect or receipt for any of the  foregoing  or for
                  any Limited Liability Company Asset, to enforce or execute any
                  checks, or other instruments or orders, to file any claims and
                  to take any action in  connection  with any of the  foregoing;
                  and

                           (F)  all  other  property   hereafter   delivered  in
                  substitution  for or in addition to any of the foregoing,  all
                  certificates  and instruments  representing or evidencing such
                  other property and all cash, securities,  interest, dividends,
                  rights  and other  property  at any time and from time to time
                  received, receivable or otherwise distributed in respect of or
                  in exchange for any or all thereof;

                  (d) all Partnership  Interests owned by such Pledgor from time
         to time and all of its right, title and interest in each partnership to
         which each such  interest  relates,  whether now  existing or hereafter
         acquired, including, without limitation:

                           (G) all the capital  thereof and its  interest in all
                  profits, losses, Partnership Assets and other distributions to
                  which such Pledgor shall at any time be entitled in respect of
                  such Partnership Interests;

                           (H) all other  payments  due or to become due to such
                  Pledgor in respect of Partnership Interests, whether under any
                  partnership  agreement or  otherwise,  whether as  contractual
                  obligations, damages, insurance proceeds or otherwise;

                           (I) all of its claims,  rights,  powers,  privileges,
                  authority, options, security interests, liens and remedies, if
                  any, under any partnership  agreement or operating  agreement,
                  or  at  law  or  otherwise  in  respect  of  such  Partnership
                  Interests;

                           (J) all  present and future  claims,  if any, of such
                  Pledgor  against  any such  partnership  for moneys  loaned or
                  advanced, for services rendered or otherwise;

                           (K)  all  of  such   Pledgor's   rights   under   any
                  partnership  agreement  or  operating  agreement  or at law to
                  exercise and enforce every right,  power,  remedy,  authority,
                  option  and  privilege  of  such  Pledgor   relating  to  such
                  Partnership  Interests,  including  any  power  to  terminate,
                  cancel  or  modify  any  partnership  agreement  or  operating
                  agreement,  to execute any instruments and to take any and all
                  other  action  on  behalf  of and in the  name  of any of such
                  Pledgor in respect of such Partnership  Interests and any such
                  partnership, to make determinations,  to exercise any election
                  (including,  but not limited  to,  election  of  remedies)  or
                  option or to give or receive any notice,  consent,  amendment,
                  waiver or approval,  together with full power and authority to
                  demand,  receive,  enforce,  collect or receipt for any of the
                  foregoing or for any Partnership  Asset, to enforce or execute
                  any checks, or other instruments or orders, to file any claims
                  and to take any action in connection with any of the foregoing
                  and


<PAGE>

                           (L)  all  other  property   hereafter   delivered  in
                  substitution  for or in addition to any of the foregoing,  all
                  certificates  and instruments  representing or evidencing such
                  other property and all cash, securities,  interest, dividends,
                  rights  and other  property  at any time and from time to time
                  received, receivable or otherwise distributed in respect of or
                  in exchange for any or all thereof;

                    (e) all  Security  Entitlements  owned by such  Pledgor from
               time to time in any and all of the foregoing;

                    (f) all Financial  Assets and  Investment  Property owned by
               such Pledgor from time to time; and

                    (g) all Proceeds of any and all of the foregoing.

                  Notwithstanding  anything to the  contrary  contained  in this
Section  3.1,  (x) except as  otherwise  provided in Section  8.11 of the Credit
Agreement,  no Pledgor  (to the extent  that it is the US Borrower or a Domestic
Subsidiary of the US Borrower) shall be required at any time to pledge hereunder
(and the  Collateral  of such Pledgor  shall not  include)  more than 65% of the
Voting Stock of any Foreign  Corporation  to the extent (but only to the extent)
that such excess  Collateral is to secure the  Obligations of such Pledgor under
the Credit  Agreement  (other  than under the Parent  Guaranty)  or under the US
Subsidiaries Guaranty and (y) each Pledgor shall be required to pledge hereunder
100% of any Non-Voting  Stock at any time and from time to time acquired by such
Pledgor of any Foreign Corporation.

                  3.2 Procedures. (a) To the extent that any Pledgor at any time
or from time to time owns,  acquires or obtains any right,  title or interest in
any Collateral,  such Collateral shall  automatically (and without the taking of
any action by the respective Pledgor) be pledged pursuant to Section 3.1 of this
Agreement and, in addition  thereto,  such Pledgor shall (to the extent provided
below) take the following actions as set forth below (as promptly as practicable
and,  in any event,  within 20 days after it obtains  such  Collateral)  for the
benefit of the Pledgee and the other Secured Creditors:

                 (i) with  respect  to a  Certificated  Security  (other  than a
         Certificated Security credited on the books of a Clearing Corporation),
         the respective Pledgor shall deliver such Certificated  Security to the
         Pledgee, indorsed to the Pledgee or indorsed in blank;


<PAGE>

                (ii) with respect to an  Uncertificated  Security (other than an
         Uncertificated   Security   credited   on  the  books  of  a   Clearing
         Corporation),  the  respective  Pledgor  shall cause the issuer of such
         Uncertificated  Security  (or,  in the case of an issuer  that is not a
         Subsidiary  of such  Pledgor,  will use its best  efforts to cause such
         issuer) to duly authorize and execute,  and deliver to the Pledgee,  an
         agreement  for  the  benefit  of the  Pledgee  and  the  other  Secured
         Creditors  substantially  in the form of Annex G hereto  (appropriately
         completed to the reasonable  satisfaction  of the Pledgee and with such
         modifications,  if any,  as shall  be  reasonably  satisfactory  to the
         Pledgee)  pursuant to which,  subject to Section 5 hereof,  such issuer
         agrees  to  comply  with  any and all  instructions  originated  by the
         Pledgee  without  further  consent by the  registered  owner and not to
         comply with instructions  regarding such  Uncertificated  Security (and
         any  Partnership  Interests  and Limited  Liability  Company  Interests
         issued by such  issuer)  originated  by any other  Person  other than a
         court of competent jurisdiction;

               (iii) with  respect to a  Certificated  Security,  Uncertificated
         Security,  Partnership  Interest or Limited  Liability Company Interest
         credited on the books of a Clearing  Corporation  (including  a Federal
         Reserve  Bank,  Participants  Trust  Company  or The  Depository  Trust
         Company),  the  respective  Pledgor shall  promptly  notify the Pledgee
         thereof and shall promptly take all actions required (i) to comply with
         the applicable  rules of such Clearing  Corporation and (ii) to perfect
         the security  interest of the Pledgee under  applicable law (including,
         in any event,  under  Sections  9-115 (4)(a) and (b),  9-115 (1)(e) and
         8-106 (d) of the UCC).  Each such Pledgor  further  agrees to take such
         actions as the Pledgee  deems  reasonably  necessary  or  desirable  to
         effect the foregoing;

                (iv)  with  respect  to a  Partnership  Interest  or  a  Limited
         Liability  Company  Interest (other than (x) a Partnership  Interest or
         Limited  Liability  Interest  credited  on  the  books  of  a  Clearing
         Corporation or (y) a Limited  Liability Company Interest of an Inactive
         Subsidiary  to the extent that same remains an "Inactive  Subsidiary"),
         (1) if such Partnership  Interest or Limited Liability Company Interest
         is  represented  by a  certificate,  the procedure set forth in Section
         3.2(a)(i)  hereof,  and (2) if such  Partnership  Interest  or  Limited
         Liability  Company  Interest is not  represented by a certificate,  the
         procedure set forth in Section 3.2(a)(ii) hereof;

               (v)  with  respect  to any  Note,  delivery  of such  Note to the
          Pledgee, indorsed to the Pledgee or indorsed in blank; and

                (vi) with respect to cash, (i) establishment by the Pledgee of a
         cash account in the name of such  Pledgor over which the Pledgee  shall
         have exclusive and absolute control and dominion (and no withdrawals or
         transfers  may be made  therefrom  by any Person  except with the prior
         written  consent of the  Pledgee) and (ii) deposit of such cash in such
         cash account.

                  (b) In addition to the actions  required to be taken  pursuant
to  proceeding  Section  3.2(a)  hereof,  each Pledgor  shall take the following
additional actions with respect to the Securities and Collateral :


<PAGE>

                 (i) with respect to all  Collateral of such Pledgor  whereby or
         with respect to which the Pledgee may obtain  "control"  thereof within
         the meaning of Section  8-106 of the UCC (or under any provision of the
         UCC as same may be amended or supplemented  from time to time, or under
         the laws of any relevant  State other than the State of New York),  the
         respective  Pledgor  shall  take  all  actions  as  may  be  reasonably
         requested  from time to time by the Pledgee so that  "control"  of such
         Collateral is obtained and at all times held by the Pledgee; and

                (ii) each  Pledgor  shall  from time to time  cause  appropriate
         financing  statements (on Form UCC-1 or other  appropriate  form) under
         the  Uniform  Commercial  Code as in  effect  in the  various  relevant
         States,  on form covering all  Collateral  hereunder  (with the form of
         such financing  statements to be  satisfactory  to the Pledgee),  to be
         filed in the relevant  filing  offices so that at all times the Pledgee
         has a security interest in all Investment Property and other Collateral
         which is perfected by the filing of such financing  statements (in each
         case to the maximum  extent  perfection by filing may be obtained under
         the laws of the relevant States, including, without limitation, Section
         9-115(4)(b) of the UCC).

                  3.3  Subsequently  Acquired  Collateral.  Subject  to the last
sentence of Section 3.1 hereof, if any Pledgor shall acquire (by purchase, stock
dividend or  otherwise)  any  additional  Collateral at any time or from time to
time after the date hereof, such Collateral shall automatically (and without any
further action being required to be taken) be subject to the pledge and security
interests created pursuant to Section 3.1 hereof and,  furthermore,  the Pledgor
will promptly  thereafter take (or cause to be taken) all action with respect to
such  Collateral  in  accordance  with the  procedures  set forth in Section 3.2
hereof,  and will promptly  thereafter  deliver to the Pledgee (i) a certificate
executed  by a  principal  executive  officer of such  Pledgor  describing  such
Collateral  and  certifying  that the same has been duly pledged in favor of the
Pledgee  (for  the  benefit  of  the  Secured  Creditors)   hereunder  and  (ii)
supplements to Annexes A through F hereto as are  reasonably  necessary to cause
such annexes to be complete and accurate at such time.

                  3.4 Transfer  Taxes.  Each pledge of Collateral  under Section
3.1 or Section  3.3  hereof  shall be  accompanied  by any  transfer  tax stamps
required in connection with the pledge of such Collateral.

                  3.5 Definition of Pledged Notes. All Notes at any time pledged
or required to be pledged hereunder are hereinafter called the "Pledged Notes".

                  3.6  Certain  Representations  and  Warranties  Regarding  the
Collateral.  Each Pledgor  represents and warrants that on the date hereof:  (i)
each Subsidiary of such Pledgor,  and the direct ownership thereof, is listed in
Annex A hereto;  (ii) the Stock (and any warrants or options to purchase  Stock)
held by such Pledgor  consists of the number and type of shares of the stock (or
warrants or options to purchase any stock) of the  corporations  as described in
Annex B hereto;  (iii) such Stock  constitutes that percentage of the issued and
outstanding  capital stock of the issuing corporation as is set forth in Annex B
hereto;  (iv) the Notes held by such  Pledgor  consist of the  promissory  notes
described in Annex C hereto where such Pledgor is listed as the lender;  (v) the
Limited  Liability  Company Interests held by such Pledgor consist of the number
and type of interests of the Persons described in Annex D hereto; (vi) each such
Limited Liability Company Interest constitutes that percentage of the issued and
outstanding  equity  interest  of the  issuing  Person  as set  forth in Annex D
hereto;  (vii) the  Partnership  Interests  held by such Pledgor  consist of the
number and type of interests of the Persons described in Annex E hereto;  (viii)
each such  Partnership  Interest  constitutes  that percentage or portion of the
entire  partnership  interest of the Partnership as set forth in Annex E hereto;
(ix) such  Pledgor  has  complied  with the  respective  procedure  set forth in
Section  3.2(a)  hereof with  respect to each item of  Collateral  described  in
Annexes A through E hereto;  and (x) on the date  hereof,  such  Pledgor owns no
other Securities, Limited Liability Company Interests or Partnership Interests.


<PAGE>

                  4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. If and to the
extent  necessary to enable the Pledgee to perfect its security  interest in any
of the  Collateral  or to exercise  any of its remedies  hereunder,  the Pledgee
shall  have the right to  appoint  one or more  sub-agents  for the  purpose  of
retaining  physical  possession  of the  Collateral,  which  may be held (in the
discretion  of the  Pledgee) in the name of the  relevant  Pledgor,  endorsed or
assigned  in blank or in favor of the  Pledgee or any nominee or nominees of the
Pledgee or a sub-agent appointed by the Pledgee.

                  5. VOTING,  ETC., WHILE NO EVENT OF DEFAULT.  Unless and until
there shall have occurred and be  continuing  an Event of Default,  each Pledgor
shall be  entitled to exercise  any and all voting and other  consensual  rights
pertaining  to the  Collateral  owned by it,  and to give  consents,  waivers or
ratifications in respect thereof; provided, that, in each case, no vote shall be
cast or any consent, waiver or ratification given or any action taken or omitted
to be taken which would violate or be inconsistent with any of the terms of this
Agreement,  the Credit Agreement, any other Credit Document or any Interest Rate
Protection Agreement or Other Hedging Agreement (collectively, the "Secured Debt
Agreements"),  or which  would  have the  effect of  impairing  the value of the
Collateral  or any part  thereof or the  position or interests of the Pledgee or
any other Secured Creditor in the Collateral. All such rights of each Pledgor to
vote and to give  consents,  waivers  and  ratifications  shall cease in case an
Event of Default has  occurred  and is  continuing,  and Section 7 hereof  shall
become applicable.

                  6. DIVIDENDS AND OTHER  DISTRIBUTIONS.  Unless and until there
shall have occurred and be continuing an Event of Default,  all cash  dividends,
cash  distributions,  cash Proceeds and other cash amounts payable in respect of
the  Collateral  shall be paid to the respective  Pledgor.  The Pledgee shall be
entitled to receive directly, and to retain as part of the Collateral:

                 (i) all other or additional  stock,  notes,  limited  liability
         company  interests,   partnership   interests,   instruments  or  other
         securities or property  (including,  but not limited to, cash dividends
         other than as set forth above) paid or  distributed  by way of dividend
         or otherwise in respect of the Collateral;




<PAGE>

                (ii) all other or additional  stock,  notes,  limited  liability
         company  interests,   partnership   interests,   instruments  or  other
         securities  or property  (including,  but not limited to, cash) paid or
         distributed  in  respect  of the  Collateral  by  way  of  stock-split,
         spin-off, split-up, reclassification,  combination of shares or similar
         rearrangement; and

               (iii) all other or additional  stock,  notes,  limited  liability
         company  interests,   partnership   interests,   instruments  or  other
         securities or property (including,  but not limited to, cash) which may
         be paid in respect of the  Collateral  by reason of any  consolidation,
         merger, exchange of stock, conveyance of assets, liquidation or similar
         corporate reorganization.

Nothing  contained  in this  Section 6 shall  limit or  restrict  in any way the
Pledgee's right to receive  proceeds of the Collateral in any form in accordance
with Section 3 of this Agreement. All dividends, distributions or other payments
which are received by any Pledgor  contrary to the  provisions of this Section 6
and Section 7 hereof  shall be received in trust for the benefit of the Pledgee,
shall be  segregated  from other  property or funds of such Pledgor and shall be
forthwith paid over to the Pledgee as Collateral in the same form as so received
(with any necessary endorsement).


<PAGE>


                  7.  REMEDIES IN CASE OF DEFAULT OR EVENT OF DEFAULT.  If there
shall have  occurred and be  continuing  an Event of Default,  then and in every
such case,  the Pledgee shall be entitled to exercise all of the rights,  powers
and remedies  (whether  vested in it by this  Agreement,  any other Secured Debt
Agreement or by law) for the protection and enforcement of its rights in respect
of the Collateral,  and the Pledgee shall be entitled to exercise all the rights
and remedies of a secured party under the Uniform  Commercial  Code as in effect
in any relevant jurisdiction and also shall be entitled,  without limitation, to
exercise  the  following  rights,   which  each  Pledgor  hereby  agrees  to  be
commercially reasonable:

               (i) to receive all amounts  payable in respect of the  Collateral
          otherwise payable under Section 6 hereof to the respective Pledgor;

               (ii) to  transfer  all or any  part of the  Collateral  into  the
          Pledgee's name or the name of its nominee or nominees;

               (iii) to accelerate  any Pledged Note which may be accelerated in
          accordance with its terms, and take any other lawful action to collect
          upon any Pledged  Note  (including,  without  limitation,  to make any
          demand for payment thereon);

                (iv) to vote all or any part of the  Collateral  (whether or not
         transferred  into the  name of the  Pledgee)  and  give  all  consents,
         waivers and  ratifications  in respect of the  Collateral and otherwise
         act with respect  thereto as though it were the outright  owner thereof
         (each  Pledgor  hereby  irrevocably  constituting  and  appointing  the
         Pledgee the proxy and attorney-in-fact of such Pledgor, with full power
         of substitution to do so);

                 (v) at any  time  and from  time to time to  sell,  assign  and
         deliver,  or  grant  options  to  purchase,  all  or  any  part  of the
         Collateral,  or any interest  therein,  at any public or private  sale,
         without demand of performance,  advertisement or notice of intention to
         sell or of the  time or  place  of sale or  adjournment  thereof  or to
         redeem or otherwise  (all of which are hereby waived by each  Pledgor),
         for cash,  on credit or for other  property,  for  immediate  or future
         delivery  without any  assumption of credit risk, and for such price or
         prices and on such terms as the Pledgee in its absolute  discretion may
         determine,  provided that at least 10 days' written  notice of the time
         and place of any such sale  shall be given to the  respective  Pledgor.
         The Pledgee  shall not be obligated to make any such sale of Collateral
         regardless  of whether  any such  notice of sale has  theretofore  been
         given.  Each Pledgor  hereby waives and releases to the fullest  extent
         permitted by law any right or equity of redemption  with respect to the
         Collateral,  whether before or after sale hereunder, and all rights, if
         any, of  marshalling  the  Collateral  and any other  security  for the
         Obligations  or  otherwise.  At any such  sale,  unless  prohibited  by
         applicable law, the Pledgee on behalf of the Secured  Creditors may bid
         for and  purchase all or any part of the  Collateral  so sold free from
         any such right or equity of  redemption.  Neither  the  Pledgee nor any
         other  Secured  Creditor  shall be liable  for  failure  to  collect or
         realize upon any or all of the  Collateral or for any delay in so doing
         nor  shall  any of them be under  any  obligation  to take  any  action
         whatsoever with regard thereto; and




<PAGE>

                (vi)  to  set-off  any and all  Collateral  against  any and all
         Obligations,  and to withdraw any and all cash or other Collateral from
         any and all  Collateral  Accounts  and to apply  such  cash  and  other
         Collateral to the payment of any and all Obligations.

                  8. REMEDIES,  CUMULATIVE, ETC. Each and every right, power and
remedy of the Pledgee  provided for in this  Agreement  or in any other  Secured
Debt Agreement,  or now or hereafter  existing at law or in equity or by statute
shall be cumulative  and concurrent and shall be in addition to every other such
right, power or remedy. The exercise or beginning of the exercise by the Pledgee
or any  other  Secured  Creditor  of any one or more of the  rights,  powers  or
remedies  provided for in this  Agreement or any other Secured Debt Agreement or
now or hereafter  existing at law or in equity or by statute or otherwise  shall
not  preclude  the  simultaneous  or later  exercise by the Pledgee or any other
Secured Creditor of all such other rights, powers or remedies, and no failure or
delay on the part of the Pledgee or any other  Secured  Creditor to exercise any
such right,  power or remedy shall operate as a waiver thereof.  No notice to or
demand on any  Pledgor  in any case  shall  entitle  it to any other or  further
notice or demand in similar or other circumstances or constitute a waiver of any
of the  rights of the  Pledgee  or any other  Secured  Creditor  to any other or
further  action in any  circumstances  without  notice or  demand.  The  Secured
Creditors  agree that this  Agreement  may be enforced only by the action of the
Pledgee,  in each case acting upon the instructions of the Required Lenders (or,
after the date on which all Credit Document  Obligations have been paid in full,
the holders of at least the majority of the outstanding  Other  Obligations) and
that no other  Secured  Creditor  shall have any right  individually  to seek to
enforce or to enforce  this  Agreement  or to realize  upon the  security  to be
granted hereby, it being understood and agreed that such rights and remedies may
be  exercised by the Pledgee for the benefit of the Secured  Creditors  upon the
terms of this Agreement.

                  9.  APPLICATION OF PROCEEDS.  (b) All monies  collected by the
Pledgee upon any sale or other  disposition  of the  Collateral  pursuant to the
terms of this Agreement,  together with all other monies received by the Pledgee
hereunder,  shall be  applied  in the  manner  provided  in  Section  7.4 of the
Security Agreement.

                  (c) It is understood and agreed that the Pledgors shall remain
jointly and severally liable to the extent of any deficiency  between the amount
of the proceeds of the  Collateral  hereunder  and the  aggregate  amount of the
Obligations.

                  10. PURCHASERS OF COLLATERAL.  Upon any sale of the Collateral
by the Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial  process or  otherwise),  the receipt of the Pledgee or the
officer  making the sale shall be a  sufficient  discharge  to the  purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall not
be obligated to see to the  application  of any part of the purchase  money paid
over  to the  Pledgee  or  such  officer  or be  answerable  in any  way for the
misapplication or nonapplication thereof.

<PAGE>

                  11.  INDEMNITY.  Each Pledgor jointly and severally agrees (i)
to  indemnify  and hold  harmless  the Pledgee in such  capacity  and each other
Secured Creditor and their respective successors, assigns, employees, agents and
affiliates  (individually an "Indemnitee,"  and collectively the  "Indemnitees")
from and against any and all claims, demands,  losses, judgments and liabilities
(including  liabilities for penalties) of whatsoever kind or nature, and (ii) to
reimburse  each  Indemnitee  for all  reasonable  costs and expenses,  including
reasonable  attorneys'  fees, in each case growing out of or resulting from this
Agreement or the exercise by any Indemnitee of any right or remedy granted to it
hereunder or under any other Secured Debt  Agreement  (but excluding any claims,
demands, losses, judgments and liabilities or expenses to the extent incurred by
reason of gross  negligence  or willful  misconduct of such  Indemnitee).  In no
event shall the Pledgee be liable, in the absence of gross negligence or willful
misconduct  on its  part,  for any  matter  or thing  in  connection  with  this
Agreement other than to account for monies actually received by it in accordance
with the terms hereof.  If and to the extent that the obligations of any Pledgor
under this Section 11 are  unenforceable  for any reason,  such  Pledgor  hereby
agrees to make the maximum  contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.

                  12. PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER.
(f) Nothing  herein shall be construed to make the Pledgee or any other  Secured
Creditor liable as a member of any limited  liability company or as a partner of
any partnership and neither the Pledgee nor any other Secured Creditor by virtue
of this Agreement or otherwise (except as referred to in the following sentence)
shall have any of the  duties,  obligations  or  liabilities  of a member of any
limited  liability  company or partnership.  The parties hereto  expressly agree
that,  unless  the  Pledgee  shall  become  the  absolute  owner  of  Collateral
consisting  of a Limited  Liability  Company  Interest or  Partnership  Interest
pursuant hereto, this Agreement shall not be construed as creating a partnership
or joint venture  among the Pledgee,  any other  Secured  Creditor,  any Pledgor
and/or any other Person.

                  (b) Except as provided in the last  sentence of paragraph  (a)
of this Section 12, the Pledgee, by accepting this Agreement,  did not intend to
become a member of any limited liability company or a partner of any partnership
or otherwise  be deemed to be a  co-venturer  with  respect to any Pledgor,  any
limited liability company,  partnership and/or any other Person either before or
after an Event of Default shall have occurred. The Pledgee shall have only those
powers set forth  herein and the  Secured  Creditors  shall  assume  none of the
duties,  obligations or liabilities of a member of any limited liability company
or as a partner of any partnership or any Pledgor except as provided in the last
sentence of paragraph (a) of this Section 12.

                  (c) The Pledgee and the other Secured  Creditors  shall not be
obligated to perform or discharge  any  obligation of any Pledgor as a result of
the pledge hereby effected.

                  (d) The acceptance by the Pledgee of this Agreement,  with all
the rights,  powers,  privileges and authority so created, shall not at any time
or in any event obligate the Pledgee or any other Secured  Creditor to appear in
or defend any action or proceeding relating to the Collateral to which it is not
a party, or to take any action  hereunder or thereunder,  or to expend any money
or incur any expenses or perform or discharge any obligation,  duty or liability
under the Collateral.




<PAGE>

                  13. FURTHER  ASSURANCES;  POWER-OF-ATTORNEY.  (a) Each Pledgor
agrees that it will join with the Pledgee in  executing  and, at such  Pledgor's
own  expense,  file  and  refile  under  the  Uniform  Commercial  Code or other
applicable  law such  financing  statements,  continuation  statements and other
documents  in such  offices as the Pledgee  may deem  reasonably  necessary  and
wherever required by law in order to perfect and preserve the Pledgee's security
interest in the Collateral  and hereby  authorizes the Pledgee to file financing
statements and amendments  thereto relative to all or any part of the Collateral
without the signature of such Pledgor  where  permitted by law, and agrees to do
such  further  acts and things and to execute and  deliver to the  Pledgee  such
additional conveyances,  assignments,  agreements and instruments as the Pledgee
may  reasonably  require or deem  necessary to carry into effect the purposes of
this  Agreement  or to further  assure and confirm  unto the Pledgee its rights,
powers and remedies hereunder.

                  (b) Each Pledgor  hereby  appoints the Pledgee such  Pledgor's
attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor or otherwise,  to act from time to time solely after
the  occurrence  and  during  the  continuance  of an  Event of  Default  in the
Pledgee's reasonable discretion to take any action and to execute any instrument
which the Pledgee may deem  reasonably  necessary or advisable to accomplish the
purposes of this Agreement.

                  14. THE PLEDGEE AS AGENT.  The Pledgee will hold in accordance
with this  Agreement all items of the Collateral at any time received under this
Agreement.  It is expressly  understood and agreed by each Secured Creditor that
by  accepting  the  benefits  of  this  Agreement  each  such  Secured  Creditor
acknowledges  and agrees  that the  obligations  of the Pledgee as holder of the
Collateral and interests  therein and with respect to the  disposition  thereof,
and otherwise under this  Agreement,  are only those expressly set forth in this
Agreement. The Pledgee shall act hereunder on the terms and conditions set forth
herein and in Section 12 of the Credit Agreement.

                  15.  TRANSFER  BY  THE  PLEDGORS.  No  Pledgor  will  sell  or
otherwise  dispose of, grant any option with respect to, or mortgage,  pledge or
otherwise  encumber any of the Collateral or any interest therein (except as may
be permitted in accordance with the terms of the Credit Agreement).

     16.  REPRESENTATIONS,  WARRANTIES  AND COVENANTS OF THE PLEDGORS.  (g) Each
Pledgor represents, warrants and covenants that:

                 (i) it is the legal,  beneficial  and record  owner of, and has
         good and marketable title to, all Collateral  consisting of one or more
         Securities  and that it has  sufficient  interest in all  Collateral in
         which a security interest is purported to be created hereunder for such
         security interest to attach (subject, in each case, to no pledge, lien,
         mortgage,  hypothecation,  security interest,  charge,  option, Adverse
         Claim or other  encumbrance  whatsoever,  except the liens and security
         interests created by this Agreement);

               (ii) it has full power,  authority  and legal right to pledge all
          the Collateral pledged by it pursuant to this Agreement;



<PAGE>

               (iii)  this  Agreement  has been duly  authorized,  executed  and
         delivered by such Pledgor and  constitutes  a legal,  valid and binding
         obligation  of  such  Pledgor   enforceable  against  such  Pledgor  in
         accordance with its terms, except to the extent that the enforceability
         hereof   may  be   limited  by   applicable   bankruptcy,   insolvency,
         reorganization,  moratorium or other similar laws  generally  affecting
         creditors'  rights and by equitable  principles  (regardless of whether
         enforcement is sought in equity or at law);

                (iv) except to the extent  already  obtained or made, no consent
         of any other party  (including,  without  limitation,  any stockholder,
         partner, member or creditor of such Pledgor or any of its Subsidiaries)
         and  no  consent,   license,  permit,  approval  or  authorization  of,
         exemption  by,  notice  or  report  to,  or  registration,   filing  or
         declaration with, any governmental authority is required to be obtained
         by such  Pledgor in  connection  with (a) the  execution,  delivery  or
         performance of this Agreement,  (b) the validity or  enforceability  of
         this Agreement,  (c) the perfection or  enforceability of the Pledgee's
         security  interest in the Collateral or (d) except for compliance  with
         or as may be required by applicable  securities  laws,  the exercise by
         the Pledgee of any of its rights or remedies provided herein;

                 (v) the execution,  delivery and  performance of this Agreement
         will not violate any provision of any  applicable  law or regulation or
         of any order, judgment,  writ, award or decree of any court, arbitrator
         or  governmental  authority,  domestic or foreign,  applicable  to such
         Pledgor, or of the certificate of incorporation,  operating  agreement,
         limited liability company agreement,  partnership  agreement or by-laws
         of such Pledgor or of any  securities  issued by such Pledgor or any of
         its Subsidiaries,  or of any mortgage, deed of trust, indenture, lease,
         loan agreement, credit agreement or other material contract,  agreement
         or  instrument  or  undertaking  to which  such  Pledgor  or any of its
         Subsidiaries  is a party or which  purports  to be  binding  upon  such
         Pledgor  or any of its  Subsidiaries  or upon any of  their  respective
         assets and will not result in the  creation  or  imposition  of (or the
         obligation to create or impose) any lien or  encumbrance  on any of the
         assets  of  such  Pledgor  or  any  of  its   Subsidiaries   except  as
         contemplated by this Agreement;

                (vi) all of the Collateral  (consisting  of Securities,  Limited
         Liability Company Interests or Partnership Interests) has been duly and
         validly issued and acquired,  is fully paid and  non-assessable  and is
         subject to no options to purchase or similar rights;

               (vii) each of the Pledged Notes constituting an Intercompany Note
         constitutes,  or when executed by the obligor thereof will  constitute,
         the legal, valid and binding obligation of such obligor, enforceable in
         accordance with its terms, except to the extent that the enforceability
         thereof   may  be  limited  by   applicable   bankruptcy,   insolvency,
         reorganization,  moratorium or other similar laws  generally  affecting
         creditors'  rights and by equitable  principles  (regardless of whether
         enforcement is sought in equity or at law);

              (viii) the pledge and collateral assignment to, and possession by,
         the Pledgee of the Collateral consisting of Certificated Securities and
         Pledged Notes pursuant to this Agreement  creates a valid and perfected
         first priority security  interest in such  Certificated  Securities and
         Pledged Notes,  and the proceeds  thereof,  subject to no prior Lien or
         encumbrance or to any agreement  purporting to grant to any third party
         a Lien or  encumbrance  on the property or assets of such Pledgor which
         would  include  the  Securities  and the Pledgee is entitled to all the
         rights,  priorities and benefits  afforded by the UCC or other relevant
         law as  enacted  in  any  relevant  jurisdiction  to  perfect  security
         interests in respect of such Collateral; and




<PAGE>

                (ix) "control" (as defined in Section 8-106 of the UCC) has been
         obtained by the Pledgee over all  Collateral  consisting  of Securities
         (including  Notes  which are  Securities)  with  respect  to which such
         "control" may be obtained pursuant to Section 8-106 of the UCC.

                  (h) Each Pledgor  covenants and agrees that it will defend the
Pledgee's  right,  title and security  interest in and to the Securities and the
proceeds thereof against the claims and demands of all persons  whomsoever;  and
each Pledgor  covenants  and agrees that it will have like title to and right to
pledge  any other  property  at any time  hereafter  pledged  to the  Pledgee as
Collateral  hereunder  and will  likewise  defend the right thereto and security
interest therein of the Pledgee and the other Secured Creditors.

                  17.  CHIEF  EXECUTIVE  OFFICE;  RECORDS.  The chief  executive
office of each Pledgor is located at the address specified in Annex F hereto for
such Pledgor.  Each Pledgor will not move its chief  executive  office except to
such new location as such  Pledgor may  establish  in  accordance  with the last
sentence of this Section 17. The originals of all documents in the possession of
such Pledgor evidencing all Collateral, including but not limited to all Limited
Liability  Company  Interests and Partnership  Interests,  and the only original
books of account and records of such  Pledgor  relating  thereto  are,  and will
continue  to be, kept at such chief  executive  office as  specified  in Annex F
hereto for such Pledgor,  or at such new locations as such Pledgor may establish
in accordance  with the last sentence of this Section 17. All Limited  Liability
Company  Interests  and  Partnership  Interests  are,  and will  continue to be,
maintained at, and controlled and directed (including,  without limitation,  for
general  accounting  purposes) from, such chief executive office as specified in
Annex F hereto for such  Pledgor,  or such new  locations  as such  Pledgor  may
establish in  accordance  with the last  sentence of this Section 17. No Pledgor
shall  establish a new location for such offices unless (i) it shall give to the
Pledgee written notice thereof no later than 60 days after such change,  clearly
describing such new location and providing such other  information in connection
therewith  as the Pledgee may  reasonably  request and (ii) with respect to such
new location, it shall take all action, satisfactory to the Pledgee, to maintain
the security  interest of the Collateral Agent in the Collateral  intended to be
granted  hereby at all  times  fully  perfected  and in full  force and  effect.
Promptly after  establishing a new location for such offices in accordance  with
the immediately preceding sentence,  the respective Pledgor shall deliver to the
Pledgee a supplement  to Annex F hereto so as to cause such Annex F hereto to be
complete and accurate.




<PAGE>

                  18. PLEDGORS'  OBLIGATIONS  ABSOLUTE,  ETC. The obligations of
each Pledgor under this Agreement shall be absolute and  unconditional and shall
remain in full force and effect  without  regard to, and shall not be  released,
suspended, discharged,  terminated or otherwise affected by, any circumstance or
occurrence  whatsoever,   including,   without  limitation:   (i)  any  renewal,
extension, amendment or modification of or addition or supplement to or deletion
from any Secured Debt Agreement or any other instrument or agreement referred to
therein, or any assignment or transfer of any thereof; (ii) any waiver, consent,
extension,  indulgence  or other  action or inaction  under or in respect of any
such agreement or instrument  including,  without  limitation,  this  Agreement;
(iii) any furnishing of any  additional  security to the Pledgee or its assignee
or any  acceptance  thereof or any release of any security by the Pledgee or its
assignee;  (iv) any limitation on any party's liability or obligations under any
such instrument or agreement or any invalidity or unenforceability,  in whole or
in part, of any such  instrument  or agreement or any term  thereof;  or (v) any
bankruptcy, insolvency,  reorganization,  composition,  adjustment, dissolution,
liquidation or other like  proceeding  relating to any Pledgor or any Subsidiary
of any  Pledgor,  or any action  taken with  respect  to this  Agreement  by any
trustee or receiver,  or by any court,  in any such  proceeding,  whether or not
such Pledgor shall have notice or knowledge of any of the foregoing.

                  19. REGISTRATION, ETC. (a) If there shall have occurred and be
continuing an Event of Default then, and in every such case, upon receipt by any
Pledgor  from the  Pledgee of a written  request or requests  that such  Pledgor
cause any  registration,  qualification or compliance under any Federal or state
securities  law or laws to be  effected  with  respect to all or any part of the
Collateral  consisting of Securities,  Limited  Liability  Company  Interests or
Partnership  Interests,  such Pledgor as soon as practicable  and at its expense
will cause such  registration  to be effected (and be kept  effective)  and will
cause such  qualification  and  compliance to be declared  effected (and be kept
effective) as may be so requested and as would permit or facilitate the sale and
distribution of such Collateral,  including,  without  limitation,  registration
under the  Securities  Act,  as then in effect (or any similar  statute  then in
effect),  appropriate  qualifications  under  applicable blue sky or other state
securities   laws  and  appropriate   compliance   with  any  other   government
requirements,  provided,  that the Pledgee  shall  furnish to such  Pledgor such
information  regarding  the Pledgee as such  Pledgor may  reasonably  request in
writing  and as shall be  required  in  connection  with any such  registration,
qualification  or  compliance.  Such  Pledgor  will cause the Pledgee to be kept
advised in writing as to the progress of each such  registration,  qualification
or compliance and as to the completion thereof, will furnish to the Pledgee such
number of prospectuses,  offering  circulars or other documents incident thereto
as the Pledgee from time to time may reasonably request,  and will indemnify the
Pledgee,  each  other  Secured  Creditor  and all  others  participating  in the
distribution  of  such  Collateral  against  all  claims,  losses,  damages  and
liabilities  caused by any untrue  statement (or alleged untrue  statement) of a
material  fact  contained  therein  (or in any related  registration  statement,
notification  or the like) or by any  omission  (or alleged  omission)  to state
therein (or in any related registration  statement,  notification or the like) a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  except  insofar as the same may have been caused by an
untrue statement or omission based upon information furnished in writing to such
Pledgor by the Pledgee or such other Secured Creditor expressly for use therein.




<PAGE>

                  (b) If at  any  time  when  the  Pledgee  shall  determine  to
exercise  its  right  to sell all or any part of the  Collateral  consisting  of
Securities,   Limited  Liability  Company  Interests  or  Partnership  Interests
pursuant to Section 7 hereof,  and the Collateral or the part thereof to be sold
shall not,  for any  reason  whatsoever,  be  effectively  registered  under the
Securities  Act, as then in effect,  the Pledgee  may, in its sole and  absolute
discretion, sell such Collateral, as the case may be, or part thereof by private
sale in such  manner  and  under  such  circumstances  as the  Pledgee  may deem
necessary or  advisable in order that such sale may legally be effected  without
such registration. Without limiting the generality of the foregoing, in any such
event the Pledgee,  in its sole and absolute  discretion (i) may proceed to make
such private sale notwithstanding that a registration  statement for the purpose
of registering  such Collateral or part thereof shall have been filed under such
Securities Act, (ii) may approach and negotiate with a single possible purchaser
to effect such sale,  and (iii) may restrict  such sale to a purchaser  who will
represent and agree that such purchaser is purchasing  for its own account,  for
investment,  and not with a view to the  distribution or sale of such Collateral
or part  thereof.  In the event of any such sale,  the  Pledgee  shall  incur no
responsibility  or liability for selling all or any part of the  Collateral at a
price which the  Pledgee,  in its sole and  absolute  discretion,  in good faith
deems reasonable under the circumstances, notwithstanding the possibility that a
substantially  higher  price might be realized if the sale were  deferred  until
after registration as aforesaid.

                  20. TERMINATION; RELEASE. (a) After the Termination Date, this
Agreement and the security  interest  created hereby shall  terminate  (provided
that all indemnities set forth herein including,  without limitation, in Section
11 hereof shall survive any such termination),  and the Pledgee,  at the request
and expense of any  Pledgor,  will  execute and deliver to such Pledgor a proper
instrument or instruments acknowledging the satisfaction and termination of this
Agreement,  and will duly assign,  transfer and deliver to such Pledgor (without
recourse and without any  representation  or warranty) such of the Collateral as
has not theretofore been sold or otherwise  applied or released pursuant to this
Agreement,  together  with any monies at the time held by the  Pledgee or any of
its sub-agents  hereunder.  As used in this Agreement,  "Termination Date" shall
mean the date upon which the Total  Revolving  Loan  Commitment and all Interest
Rate Protection Agreements and Other Hedging Agreements have been terminated, no
Note under the Credit  Agreement is outstanding  (and all Loans have been repaid
in full),  all Letters of Credit have been terminated and all  Obligations  then
due and payable have been paid in full.

                  (b) In the event  that any part of the  Collateral  is sold in
connection with a sale permitted by Section 9.02 of the Credit  Agreement (other
than a sale to any Pledgor or any Subsidiary  thereof) or is otherwise  released
at the direction of the Required  Lenders (or all Lenders if required by Section
13.12 of the Credit  Agreement)  and the  proceeds of such sale or sales or from
such  release  are  applied  in  accordance  with the  provisions  of the Credit
Agreement,  to the extent required to be so applied, the Pledgee, at the request
and  expense of any  Pledgor,  will duly  assign,  transfer  and deliver to such
Pledgor (without  recourse and without any  representation  or warranty) such of
the Collateral (and releases therefor) as is then being (or has been) so sold or
released and has not theretofore been released pursuant to this Agreement.



<PAGE>

                  (c) At any  time  that a  Pledgor  desires  that  the  Pledgee
assign,  transfer and deliver  Collateral (and releases therefor) as provided in
Section  20(a) or (b)  hereof,  it shall  deliver to the  Pledgee a  certificate
signed by a principal executive officer of such Pledgor stating that the release
of the respective Collateral is permitted pursuant to such Section 20(a) or (b).

                  (d) The  Pledgee  shall have no  liability  whatsoever  to any
other  Secured  Creditor  as the result of any  release of  Collateral  by it in
accordance with this Section 20.

                  21.  NOTICES,   ETC.  All  such  notices  and   communications
hereunder shall be sent or delivered by mail, telegraph,  telex, telecopy, cable
or overnight courier service and all such notices and communications shall, when
mailed,  telegraphed,  telexed,  telecopied,  or  cabled  or sent  by  overnight
courier,  be effective when  deposited in the mails,  delivered to the telegraph
company,  cable  company or  overnight  courier,  as the case may be, or sent by
telex or  telecopier  and when mailed shall be  effective  three  Business  Days
following  deposit in the mail with  proper  postage,  except  that  notices and
communications  to the  Pledgee  or any  Pledgor  shall not be  effective  until
received  by the  Pledgee or such  Pledgor,  as the case may be. All notices and
other communications shall be in writing and addressed as follows:

                  (a)      if to any Pledgor, at:

                  c/o SITEL Corporation
                  111 South Calvert Street

                  Suite 1900
                  Baltimore, Maryland  21202
                  Attention:  President
                  Telephone No.:  (410) 246-1505
                  Telecopier No.:  (410) 246-0200

                  (b)      if to the Pledgee, at:

                  Bankers Trust Company
                  One Bankers Trust Plaza
                  130 Liberty Street
                  New York, New York  10006
                  Attention:  David Bell
                  Telephone No.:   (212) 250-9048
                  Telecopier No.:  (212) 250-7218;

                  (c)   if  to  any   Lender   Creditor,   either   (x)  to  the
Administrative  Agent, at the address of the  Administrative  Agent specified in
the Credit Agreement,  or (y) at such address as such Lender Creditor shall have
specified in the Credit Agreement;

     (d) if to any Other Creditor,  at such address as such Other Creditor shall
have specified in writing to the Pledgors and the Pledgee;

or at such other  address as shall have been  furnished in writing by any Person
described above to the party required to give notice hereunder.


<PAGE>

                  22.  WAIVER;  AMENDMENT.  None of the terms and  conditions of
this  Agreement  may be  changed,  waived,  modified  or  varied  in any  manner
whatsoever  unless in writing  duly  signed by each  Pledgor  directly  affected
thereby and the Pledgee  (with the  written  consent of either (x) the  Required
Lenders  (or all of the Lenders to the extent  required by Section  13.12 of the
Credit  Agreement)  at all times prior to the time on which all Credit  Document
Obligations  have been paid in full or (y) the holders of at least a majority of
the  outstanding  Other  Obligations  at all  times  after the time on which all
Credit Document Obligations have been paid in full); provided,  that any change,
waiver,  modification or variance  affecting the rights and benefits of a single
Class (as defined below) of Secured  Creditors (and not all Secured Creditors in
a like or  similar  manner)  shall  also  require  the  written  consent  of the
Requisite  Creditors (as defined below) of such affected Class.  For the purpose
of this Agreement,  the term "Class" shall mean each class of Secured Creditors,
i.e.,  whether  (i) the Lender  Creditors  as  holders  of the  Credit  Document
Obligations or (ii) the Other Creditors as the holders of the Other Obligations.
For the purpose of this Agreement,  the term "Requisite  Creditors" of any Class
shall  mean each of (i) with  respect to the Credit  Document  Obligations,  the
Required Lenders and (ii) with respect to the Other Obligations,  the holders of
at least a majority of all obligations  outstanding  from time to time under the
Interest Rate Protection Agreements and Other Hedging Agreements.

                  23.  MISCELLANEOUS.  This Agreement  shall be binding upon the
parties  hereto and their  respective  successors and assigns and shall inure to
the  benefit  of and be  enforceable  by  each  of the  parties  hereto  and its
successors and assigns, provided that no Pledgor may assign any of its rights or
obligations  under this  Agreement  without the prior consent of the  Collateral
Agent.  THIS AGREEMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL BE CONSTRUED  AND ENFORCED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK. EACH PLEDGOR  IRREVOCABLY  WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT  OR  THE  TRANSACTIONS  CONTEMPLATED  HEREBY.  The  headings  in  this
Agreement  are for purposes of reference  only and shall not limit or define the
meaning  hereof.  This Agreement may be executed in any number of  counterparts,
each of  which  shall be an  original,  but all of which  shall  constitute  one
instrument.  In the event that any provision of this Agreement shall prove to be
invalid or  unenforceable,  such provision  shall be deemed to be severable from
the other provisions of this Agreement which shall remain binding on all parties
hereto.

                  24. RECOURSE. This Agreement is made with full recourse to the
Pledgors and pursuant to and upon all the representations, warranties, covenants
and  agreements  on the part of the Pledgors  contained  herein and in the other
Secured  Debt  Agreements  and  otherwise in writing in  connection  herewith or
therewith.

                  25. ADDITIONAL PLEDGORS.  It is understood and agreed that any
Subsidiary of the US Borrower that is required to execute a counterpart  of this
Agreement after the date hereof pursuant to the Credit  Agreement shall become a
Pledgor  hereunder by executing a counterpart  hereof and delivering the same to
the Pledgee.

                                     * * * *


<PAGE>

                  IN WITNESS  WHEREOF,  each Pledgor and the Pledgee have caused
this Agreement to be executed by their duly elected  officers duly authorized as
of the date first above written.

                                SITEL CORPORATION,
                                as a Pledgor

                                By:  /s/ Nan A. Kreamer

                                    Title:   Vice President

                                NATIONAL ACTION FINANCIAL SERVICES, INC.,
                                as a Pledgor

                                By:  /s/ Nan A. Kreamer

                                    Title:   Assistant Secretary

                                SEEK THE GEEK, INC.,
                                as a Pledgor

                                By:  /s/ Nan A. Kreamer

                                    Title:   Vice President

                                SITEL INSURANCE MARKETING SERVICES, INC.,
                                as a Pledgor

                                By:  /s/ Nan A. Kreamer

                                    Title:   Vice President




<PAGE>

                                SITEL INSURANCE SERVICES, INC.,
                                as a Pledgor

                                By:  /s/ Nan A. Kreamer

                                    Title:   Vice President

                                SITEL INTERNATIONAL, INC.,
                                as a Pledgor

                                By:  /s/ Nan A. Kreamer

                                    Title:   Vice President

                                FINANCIAL INSURANCE SERVICES, INC.,
                                as a Pledgor

                                By:  /s/ Nan A. Kreamer

                                    Title:   Vice President

                                SITEL MEXICO HOLDINGS LLC,
                                as a Pledgor

                                By:    SITEL (BVI) International, Inc.,
                                    the sole member of SITEL Mexico Holdings LLC

                         By: SITEL International, Inc.,
                            the sole director of SITEL (BVI) International, Inc.


                                            By:  /s/ Nan A. Kreamer

                                                Title:   Vice President

<PAGE>

Accepted and Agreed to:

BANKERS TRUST COMPANY,
as Collateral Agent, Pledgee

By:  /s/ Pam Divino

     Title:  Vice President


<PAGE>
ANNEX A
to
PLEDGE AGREEMENT
                              LIST OF SUBSIDIARIES


<PAGE>

ANNEX B
to
PLEDGE AGREEMENT

                                  LIST OF STOCK


<PAGE>

ANNEX C
to
PLEDGE AGREEMENT

                                  LIST OF NOTES


<PAGE>

ANNEX D
to
PLEDGE AGREEMENT

            LIST OF LIMITED LIABILITY COMPANY INTERESTS


<PAGE>

ANNEX E
to
PLEDGE AGREEMENT

                   LIST OF PARTNERSHIP INTERESTS


<PAGE>

ANNEX F
to
PLEDGE AGREEMENT
                         LIST OF CHIEF EXECUTIVE OFFICES


<PAGE>

ANNEX G
to
PLEDGE AGREEMENT

    Form of Agreement Regarding Uncertificated Securities, Limited Liability

                   Company Interests and Partnership Interests

                  AGREEMENT (as amended,  modified or supplemented  from time to
time,  this  "Agreement"),  dated as of _______ __, ____,  among the undersigned
pledgor (the "Pledgor"),  Bankers Trust Company,  not in its individual capacity
but solely as Collateral Agent (the "Pledgee"), and __________, as the issuer of
the  Uncertificated  Securities,  Limited  Liability  Company  Interests  and/or
Partnership Interests (each as defined below) (the "Issuer").

                              W I T N E S S E T H :
                               - - - - - - - - - -


                  WHEREAS,  the  Pledgor,  certain  of its  affiliates  and  the
Pledgee  have entered  into a Pledge  Agreement,  dated as of April 11, 2000 (as
amended,  amended and restated,  modified or supplemented from time to time, the
"Pledge  Agreement"),  under which,  among other things,  in order to secure the
payment of the  Obligations  (as defined in the Pledge  Agreement),  the Pledgor
will pledge to the Pledgee for the benefit of the Secured  Creditors (as defined
in the Pledge Agreement),  and grant a security interest in favor of the Pledgee
for the  benefit  of the  Secured  Creditors  in,  all of the  right,  title and
interest  of the Pledgor in and to any and all (1)  "uncertificated  securities"
(as defined in Section  8-102(a)(18) of the Uniform  Commercial Code, as adopted
in the  State  of  New  York)  ("Uncertificated  Securities"),  (2)  Partnership
Interests (as defined in the Pledge Agreement) and (3) Limited Liability Company
Interests (as defined in the Pledge Agreement), in each case issued from time to
time by the Issuer, whether now existing or hereafter from time to time acquired
by  the  Pledgor  (with  all  of  such  Uncertificated  Securities,  Partnership
Interests and Limited  Liability  Company  Interests  being herein  collectively
called the "Issuer Pledged Interests"); and

                  WHEREAS,  the  Pledgor  desires  the Issuer to enter into this
Agreement  in order to perfect the  security  interest of the Pledgee  under the
Pledge Agreement in the Issuer Pledged Interests, to vest in the Pledgee control
of the Issuer  Pledge  Interests  and to provide  for the rights of the  parties
under this Agreement;

                  NOW THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, and for other valuable  consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                  1. The Pledgor hereby  irrevocably  authorizes and directs the
Issuer,  and the Issuer hereby agrees,  to comply with any and all  instructions
and orders originated by the Pledgee (and its successors and assigns)  regarding
any and all of the Issuer Pledged  Interests  without the further consent by the
registered  owner   (including  the  Pledgor),   and  not  to  comply  with  any
instructions  or orders  regarding  any or all of the Issuer  Pledged  Interests
originated  by any person or entity other than the Pledgee  (and its  successors
and assigns) or a court of competent jurisdiction.




<PAGE>


                  2. The  Issuer  hereby  certifies  that (i) no  notice  of any
security  interest,  lien or other  encumbrance  or claim  affecting  the Issuer
Pledged  Interests  (other than the  security  interest of the Pledgee) has been
received  by it, and (ii) the  security  interest  of the  Pledgee in the Issuer
Pledged Interests has been registered in the books and records of the Issuer.

                  3. The Issuer  hereby  represents  and  warrants  that (i) the
pledge by the Pledgor of, and the granting by the Pledgor of a security interest
in, the Issuer Pledged Interests to the Pledgee,  for the benefit of the Secured
Creditors,  does  not  violate  the  charter,  by-laws,  partnership  agreement,
membership  agreement or any other agreement  governing the Issuer or the Issuer
Pledged  Interests,  and (ii) the Issuer  Pledged  Interests  are fully paid and
nonassessable.

                  4. All notices, statements of accounts, reports, prospectuses,
financial  statements and other  communications to be sent to the Pledgor by the
Issuer  in  respect  of the  Issuer  will  also be sent  to the  Pledgee  at the
following address:

                           Bankers Trust Company
                           One Bankers Trust Plaza
                           130 Liberty Street
                           New York, New York  10006
                           Attention:  David Bell
                           Tel:  (212) 250-9048
                           Fax:  (212) 250-7218

                  5. Until the Pledgee shall have  delivered  written  notice to
the Issuer that all of the Obligations have been paid in full and this Agreement
is terminated,  the Issuer will, upon receiving  notice from the Pledgee stating
that an "Event of Default"  has  occurred  and is  continuing,  send any and all
redemptions,  distributions, interest or other payments in respect of the Issuer
Pledged  Interests  from the Issuer for the account of the Pledgor  only by wire
transfers to the following address:

                           =====================
                           ---------------------
                           ABA No.: ____________________
                           Account in the Name of:  ___________
                           Account No.:  ____________________




<PAGE>

                  6. Except as expressly provided otherwise in Sections 4 and 5,
all notices,  shall be sent or delivered by mail,  telegraph,  telex,  telecopy,
cable or  overnight  courier  service and all such  notices  and  communications
shall,  when  mailed,  telegraphed,  telexed,  telecopied,  or cabled or sent by
overnight  courier,  be effective when deposited in the mails,  delivered to the
telegraph company,  cable company or overnight  courier,  as the case may be, or
sent by telex or telecopier  and when mailed shall be effective  three  Business
Days following deposit in the mail with proper postage,  except that notices and
communications to the Pledgee,  the Pledgor or the Issuer shall not be effective
until  received by the Pledgee,  the Pledgor or the Issuer,  as the case may be.
All  notices  and other  communications  shall be in writing  and  addressed  as
follows:

                  (k)      if to the Pledgor, at:

                           c/o SITEL Corporation
                           111 South Calvert Street, Suite 1900
                           Baltimore, Maryland  21202
                           Attention:  President
                           Tel:  (410) 246-1505
                           Fax:  (410) 246-0200

                  (l)      if to the Pledgee, at:

                           Bankers Trust Company
                           One Bankers Trust Plaza
                           130 Liberty Street
                           New York, New York  10006
                           Attention:  David Bell
                           Tel:   (212) 250-9048
                           Fax:  (212) 250-7218

                  (m)      if to the Issuer, at:

                           =====================
                           ---------------------

or at such other  address as shall have been  furnished in writing by any Person
described above to the party required to give notice hereunder.  As used in this
Section 6, "Business Day" means any day other than a Saturday,  Sunday, or other
day in which banks in New York are authorized to remain closed.

                  7. This  Agreement  shall be binding upon the  successors  and
assigns of the  Pledgor  and the Issuer and shall inure to the benefit of and be
enforceable by the Pledgee and its successors and assigns. This Agreement may be
executed in any number of counterparts,  each of which shall be an original, but
all of which shall constitute one instrument. In the event that any provision of
this Agreement shall prove to be invalid or unenforceable,  such provision shall
be deemed to be severable  from the other  provisions  of this  Agreement  which
shall remain binding on all parties hereto.  None of the terms and conditions of
this  Agreement  may be  changed,  waived,  modified  or  varied  in the  manner
whatsoever except in writing signed by the Pledgee, the Issuer and the Pledgor.

                  8.  This  Agreement  shall be  governed  by and  construed  in
accordance  with  the laws of the  State  of New  York,  without  regard  to its
principles of conflict of laws.

                                     * * *


<PAGE>

                  IN WITNESS  WHEREOF,  the Pledgor,  the Pledgee and the Issuer
have caused this  Agreement to be executed by their duly elected  officers  duly
authorized as of the date first above written.

                                [                                            ],
                                   as Pledgor

                                By_____________________________
                                   Name:
                                    Title:


                                BANKERS TRUST COMPANY,
                                    not in its individual capacity but
                                    solely as Collateral Agent and Pledgee


                                By_____________________________
                                   Name:
                                    Title:


                                [                                             ],
                                   the Issuer

                                By_____________________________
                                   Name:
                                    Title:


<PAGE>

                                                      EXHIBIT H

                               SECURITY AGREEMENT

                                      among

                               SITEL CORPORATION,


                           CERTAIN OF ITS SUBSIDIARIES

                                       and

                             BANKERS TRUST COMPANY,

                               as COLLATERAL AGENT

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

                           Dated as of April 11, 2000

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





<PAGE>
Exhibit H

                           FORM OF SECURITY AGREEMENT

                  SECURITY  AGREEMENT,  dated as of April 11, 2000, made by each
of the undersigned  assignors  (each an "Assignor" and,  together with any other
entity that becomes an assignor  hereunder pursuant to Section 10.13 hereof, the
"Assignors")  in favor of Bankers Trust Company,  as Collateral  Agent (together
with any successor collateral agent, the "Collateral Agent"), for the benefit of
the Secured  Creditors (as defined below).  Except as otherwise  defined herein,
capitalized  terms used herein and defined in the Credit  Agreement  (as defined
below) shall be used herein as so defined.

                                                         W I T N E S S E T H :
                                                         - - - - - - - - - -


                  WHEREAS,  SITEL Corporation (the "US Borrower"),  SITEL Europe
plc (the  "English  Borrower"),  SITEL TMS Limited  (the "Irish  Borrower"  and,
together with the US Borrower and the English Borrower,  the  "Borrowers"),  the
lenders party from time to time party thereto (the "Lenders"), and Bankers Trust
Company,  as  Administrative  Agent (together with any successor  administrative
agent, the "Administrative Agent"), have entered into a Credit Agreement,  dated
as of April 11, 2000,  providing for the making of Loans to the  Borrowers,  and
the  issuance of Letters of Credit for the account of the US  Borrower,  in each
case as contemplated therein (as amended,  modified or supplemented from time to
time,  the "Credit  Agreement")  (the Lenders,  the  Administrative  Agent,  the
Issuing  Lenders  and  the  Collateral  Agent  are  herein  called  the  "Lender
Creditors");

                  WHEREAS,  any  Assignor or any  Subsidiary  thereof may at any
time and from  time to time  enter  into one or more  Interest  Rate  Protection
Agreements or Other Hedging Agreements with one or more Lenders or any affiliate
thereof  (each  such  Lender  or  affiliate,   even  if  the  respective  Lender
subsequently  ceases to be a Lender under the Credit  Agreement  for any reason,
together  with such  Lender's or  affiliate's  successors  and assigns,  if any,
collectively, the "Other Creditors", and together with the Lender Creditors, are
herein called the "Secured Creditors");

                  WHEREAS,  pursuant to each  Guaranty,  each Assignor that is a
party thereto has  guaranteed  to the Secured  Creditors the payment when due of
all Guaranteed Obligations as described in each such Guaranty;

                  WHEREAS,  it is a condition  precedent  to the making of Loans
and the  issuance  of Letters of Credit  under the  Credit  Agreement  that each
Assignor  shall  have  executed  and  delivered  to the  Collateral  Agent  this
Agreement; and

<PAGE>

                  WHEREAS, each Assignor desires to enter into this Agreement in
order to satisfy the condition described in the preceding paragraph;

                  NOW,  THEREFORE,  in consideration of the benefits accruing to
each Assignor,  the receipt and  sufficiency  of which are hereby  acknowledged,
each Assignor hereby makes the following  representations  and warranties to the
Collateral  Agent for the benefit of the Secured  Creditors and hereby covenants
and agrees with the Collateral Agent for the benefit of the Secured Creditors as
follows:

                                    ARTICLE I

                               SECURITY INTERESTS

                  1.1.   Grant of Security  Interests.  (a) As security  for the
prompt and complete  payment and performance when due of all of its Obligations,
each  Assignor  does  hereby  assign,  pledge,  hypothecate  and  grant  to  the
Collateral Agent for the benefit of the Secured Creditors, a continuing security
interest in, all of the right,  title and  interest of such  Assignor in, to and
under all of the following,  whether now existing or hereafter from time to time
acquired: (i) each and every Receivable,  (ii) all Contracts,  together with all
Contract Rights arising thereunder, (iii) all Inventory, (iv) all Equipment, (v)
all Marks,  together with the  registrations  and right to all renewals thereof,
and the goodwill of the business of such Assignor  symbolized by the Marks, (vi)
all Patents and  Copyrights  and all reissues,  renewals or extensions  thereof,
(vii) all  computer  programs of such  Assignor  and all  intellectual  property
rights  therein  and  all  other  Proprietary   Information  of  such  Assignor,
including,  but not limited to,  Trade  Secret  Rights,  (viii) all other Goods,
General Intangibles,  Investment Property,  Permits,  Chattel Paper,  Documents,
Instruments and other assets (including cash), (ix) the Cash Collateral  Account
and all monies,  securities,  instruments  and other  investments  deposited  or
required to be deposited in such Cash  Collateral  Account,  (x) all other bank,
demand,  time savings,  cash management,  passbook,  certificates of deposit and
similar  accounts  maintained  by  such  Assignor  and all  monies,  securities,
instruments and other  investments  deposited or required to be deposited in any
of the foregoing accounts,  and (xi) all Proceeds and products of any and all of
the   foregoing   (all   of  the   above,   collectively,   the   "Collateral").
Notwithstanding  the foregoing,  the security  interest granted herein shall not
extend to and the term  "Collateral"  shall not include any property,  rights or
licenses to the extent the granting of a security  interest therein (1) would be
contrary to applicable law or (2) is prohibited by or would constitute a default
under any agreement or document governing such property, rights or licenses (but
only to the extent such prohibition is enforceable under applicable law and only
for so long as such prohibition exists).

                  (b) The security  interest of the Collateral  Agent under this
Agreement  extends to all  Collateral  of the kind which is the  subject of this
Agreement  which any  Assignor  may  acquire at any time during the term of this
Agreement.

                  1.2 . Power of Attorney.  Each Assignor hereby constitutes and
appoints the Collateral  Agent its true and lawful attorney,  irrevocably,  with
full power after the  occurrence  of and during the  continuance  of an Event of
Default (in the name of such  Assignor or otherwise)  to act,  require,  demand,
receive,  compound  and give  acquittance  for any and all moneys and claims for
moneys  due or to  become  due to such  Assignor  under  or  arising  out of the
Collateral,  to endorse any checks or other  instruments or orders in connection
therewith and to file any claims or take any action or institute any proceedings
which the Collateral  Agent may deem to be necessary or advisable to protect the
interests of the Secured  Creditors,  which  appointment  as attorney is coupled
with an interest.

<PAGE>

                                   ARTICLE II

                GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

                  Each  Assignor  represents,   warrants  and  covenants,  which
representations,  warranties and covenants shall survive  execution and delivery
of this Agreement, as follows:

                  2.1.   Necessary  Filings.  Upon the filing by the  Collateral
Agent of appropriate  financing  statements in the applicable  filing offices in
the  jurisdictions  set forth in Annexes A and B attached  hereto,  and upon the
filing of the appropriate  Assignments of Security Interest in the form of Annex
G or H attached  hereto in the United States  Patent and Trademark  Office or in
the United States Copyright  Office, as applicable,  all filings,  registrations
and  recordings  necessary or  appropriate  to create,  preserve and perfect the
security  interest  granted by such Assignor to the  Collateral  Agent hereby in
respect of the Collateral will have been  accomplished and the security interest
granted  to the  Collateral  Agent  pursuant  to  this  Agreement  in and to the
Collateral will create a perfected security interest therein prior to the rights
of all other Persons therein and subject to no other Liens (other than Permitted
Liens) and will be entitled to all the rights,  priorities and benefits afforded
by the Uniform  Commercial Code or other relevant law as enacted in any relevant
jurisdiction to perfected  security  interests,  in each case to the extent that
the Collateral consists of the type of property in which a security interest may
be perfected by filing a financing  statement under the Uniform  Commercial Code
as enacted in any  relevant  jurisdiction  or in the  United  States  Patent and
Trademark Office or in the United States Copyright Office.

                  2.2.   No  Liens.  Such  Assignor  is,  and  as to  Collateral
acquired by it from time to time after the date hereof  such  Assignor  will be,
the owner of all Collateral free from any Lien,  security interest,  encumbrance
or other right,  title or interest of any Person (other than  Permitted  Liens),
and such Assignor shall defend the Collateral  against all claims and demands of
all Persons at any time claiming the same or any interest therein adverse to the
Collateral Agent.

                  2.3.  Other Financing Statements. As of the date hereof, there
is no financing  statement (or similar  statement or instrument of  registration
under the law of any jurisdiction)  covering or purporting to cover any interest
of any kind in the Collateral (other than financing  statements filed in respect
of Permitted Liens), and so long as the Termination Date has not occurred,  such
Assignor  will not  execute or  authorize  to be filed in any public  office any
financing  statement (or similar  statement or instrument of registration  under
the law of any  jurisdiction) or statements  relating to the Collateral,  except
financing  statements  filed or to be  filed  in  respect  of and  covering  the
security  interests  granted  hereby  by such  Assignor  or in  connection  with
Permitted Liens.

<PAGE>

                  2.4.   Chief Executive  Office,  Record  Locations.  The chief
executive office of such Assignor is located at the address indicated on Annex A
hereto for such Assignor. Such Assignor will not move its chief executive office
except to such new location as such Assignor may  establish in  accordance  with
the last sentence of this Section 2.4. The originals of all documents evidencing
all Receivables and Contract Rights of such Assignor and the only original books
of account and records of such Assignor  relating thereto are, and will continue
to be,  kept at  such  chief  executive  office,  at one or  more  of the  other
locations  set forth on Annex A hereto or at such new locations as such Assignor
may  establish  in  accordance  with the last  sentence of this Section 2.4. All
Receivables  and Contract  Rights of such Assignor are, and will continue to be,
maintained at, and controlled and directed (including,  without limitation,  for
general accounting  purposes) from, the office locations described above or such
new location  established  in accordance  with the last sentence of this Section
2.4. No Assignor  shall  establish new locations for such offices  unless (i) it
shall give to the Collateral  Agent written notice thereof no later than 60 days
after such change, clearly describing such new location and providing such other
information  in  connection  therewith as the  Collateral  Agent may  reasonably
request,  and (ii) with respect to such new  location,  it shall take all action
reasonably  satisfactory  to the  Collateral  Agent  to  maintain  the  security
interest of the Collateral Agent in the Collateral intended to be granted hereby
at all times fully perfected and in full force and effect.

                  2.5.   Location of Inventory and Equipment.  All Inventory and
Equipment  held on the date  hereof by each  Assignor  is  located at one of the
locations  shown on Annex B hereto for such Assignor.  Each Assignor agrees that
all Inventory and  Equipment  now held or  subsequently  acquired by it shall be
kept at (or shall be in transport to) any one of the locations  shown on Annex B
hereto,  or such new location as such Assignor may establish in accordance  with
the last sentence of this Section 2.5. Any Assignor may establish a new location
for Inventory and Equipment  only if (i) it shall give to the  Collateral  Agent
prior written  notice  thereof no later than 60 days after such change,  clearly
describing such new location and providing such other  information in connection
therewith as the Collateral Agent may reasonably request,  and (ii) with respect
to such new location,  it shall take all action  reasonably  satisfactory to the
Collateral  Agent to maintain the security  interest of the Collateral  Agent in
the Collateral intended to be granted hereby at all times fully perfected and in
full force and effect.

                  2.6.   Recourse.  This Agreement is made with full recourse to
each Assignor (including,  without limitation,  with full recourse to all assets
of such Assignor) and pursuant to and upon all the warranties,  representations,
covenants and agreements on the part of such Assignor  contained  herein, in the
other Secured Debt Agreements and otherwise in writing in connection herewith or
therewith.

                  2.7.  Trade Names; Change of Name. No Assignor has or operates
in any jurisdiction  under, or in the preceding one year has had or has operated
in any  jurisdiction  under,  any trade names,  fictitious  names or other names
except its legal name and such other trade or fictitious  names as are listed on
Annex C hereto for such  Assignor.  No Assignor  shall  change its legal name or
assume or operate in any jurisdiction under any trade,  fictitious or other name
except  those  names  listed on Annex C hereto for such  Assignor  and new names
established  in  accordance  with the last  sentence  of this  Section  2.7.  No
Assignor  shall  assume or  operate  in any  jurisdiction  under any new  trade,
fictitious  or other  name  unless  (i) it shall  give to the  Collateral  Agent
written  notice  thereof  no  later  than 60 days  after  such  change,  clearly
describing such new name and the  jurisdictions  in which such new name shall be
used and  providing  such  other  information  in  connection  therewith  as the
Collateral Agent may reasonably request, and (ii) with respect to such new name,
it  shall  take all  action  reasonably  requested  by the  Collateral  Agent to
maintain  the  security  interest  of the  Collateral  Agent  in the  Collateral
intended to be granted hereby at all times fully perfected and in full force and
effect.

<PAGE>

                                   ARTICLE III

                   SPECIAL PROVISIONS CONCERNING RECEIVABLES;
                   CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER

                  3.1.   Additional  Representations  and Warranties.  As of the
time when each of its Receivables  arises, each Assignor shall be deemed to have
represented  and warranted  that such  Receivable,  and all records,  papers and
documents relating thereto (if any) are genuine and what they purport to be, and
that all  papers  and  documents  (if any)  relating  thereto  (i) will,  to the
knowledge  of such  Assignor,  represent  the genuine  legal,  valid and binding
obligation of the account debtor evidencing  indebtedness unpaid and owed by the
respective account debtor arising out of the performance of labor or services or
the sale or  lease  and  delivery  of the  inventory,  materials,  equipment  or
merchandise  listed  therein,  or both,  and (ii) will, to the knowledge of such
Assignor,  be in compliance  and will conform in all material  respects with all
applicable  federal,  state and local laws and  applicable  laws of any relevant
foreign jurisdiction.

                  3.2.   Maintenance  of Records.  Each  Assignor  will keep and
maintain at its own cost and expense  accurate  records of its  Receivables  and
Contracts,  including,  but  not  limited  to,  originals  of all  documentation
(including  each  Contract)  with  respect  thereto,  records  of  all  payments
received,  all credits granted thereon,  all merchandise  returned and all other
dealings  therewith,  and such  Assignor  will make the same  available  on such
Assignor's  premises to the Collateral Agent for inspection,  at such Assignor's
own cost and expense,  at any and all reasonable times upon prior notice to such
Assignor.  Upon the occurrence and during the continuance of an Event of Default
and at the request of the Collateral Agent, such Assignor shall, at its own cost
and  expense,  deliver all  tangible  evidence of its  Receivables  and Contract
Rights (including,  without limitation, all documents evidencing the Receivables
and all Contracts) and such books and records to the Collateral  Agent or to its
representatives  (copies of which evidence and books and records may be retained
by such Assignor). Upon the occurrence and during the continuance of an Event of
Default and if the Collateral Agent so directs,  such Assignor shall legend,  in
form and manner  satisfactory to the Collateral  Agent,  the Receivables and the
Contracts,  as well as books,  records and  documents  (if any) of such Assignor
evidencing or pertaining to such  Receivables  and Contracts with an appropriate
reference to the fact that such  Receivables and Contracts have been assigned to
the  Collateral  Agent and that the  Collateral  Agent has a  security  interest
therein.




<PAGE>

                  3.3.  Direction to Account Debtors;  Contracting Parties; etc.
Upon the  occurrence and during the  continuance of an Event of Default,  if the
Collateral Agent so directs any Assignor,  such Assignor agrees (x) to cause all
payments on account of the  Receivables and Contracts to be made directly to the
Cash  Collateral  Account,  (y) that the  Collateral  Agent may,  at its option,
directly  notify the obligors with respect to any  Receivables  and/or under any
Contracts to make  payments  with respect  thereto as provided in the  preceding
clause (x), and (z) that the Collateral Agent may enforce collection of any such
Receivables  and  Contracts and may adjust,  settle or compromise  the amount of
payment  thereof,  in the same manner and to the same  extent as such  Assignor.
Without notice to or assent by any Assignor,  the Collateral Agent may, upon the
occurrence and during the  continuance of an Event of Default,  apply any or all
amounts then in, or thereafter  deposited in, the Cash Collateral  Account which
application  shall be  effected  in the manner  provided  in Section 7.4 of this
Agreement.  The reasonable costs and expenses (including  reasonable  attorneys'
fees) of collection,  whether  incurred by an Assignor or the Collateral  Agent,
shall be borne by the relevant  Assignor.  The Collateral  Agent shall deliver a
copy of each notice  referred  to in the  preceding  clause (y) to the  relevant
Assignor,  provided,  that the failure by the Collateral Agent to so notify such
Assignor shall not affect the  effectiveness  of such notice or the other rights
of the Collateral Agent created by this Section 3.3.

                  3.4.   Modification  of Terms;  etc. Except in accordance with
such  Assignor's  ordinary  course of business and  consistent  with  reasonable
business  judgment or as permitted by the Credit  Agreement,  no Assignor  shall
rescind or cancel any  indebtedness  evidenced  by any  Receivable  or under any
Contract,  or  modify  any term  thereof  or make any  adjustment  with  respect
thereto,  or extend or renew the same,  or  compromise  or settle  any  material
dispute,  claim,  suit  or  legal  proceeding  relating  thereto,  or  sell  any
Receivable or Contract,  or interest therein,  without the prior written consent
of the  Collateral  Agent.  No Assignor will do anything to impair the rights of
the Collateral Agent in the Receivables or Contracts.

                  3.5.   Collection.  Each Assignor shall endeavor in accordance
with  reasonable  business  practices to cause to be collected  from the account
debtor named in each of its  Receivables  or obligor under any Contract,  as and
when due (including,  without  limitation,  amounts which are  delinquent,  such
amounts to be collected in accordance with generally  accepted lawful collection
procedures)  any and all amounts owing under or on account of such Receivable or
Contract,  and apply  forthwith upon receipt  thereof all such amounts as are so
collected to the outstanding  balance of such Receivable or under such Contract,
except as otherwise  directed by the  Collateral  Agent after the occurrence and
during the  continuation  of an Event of Default,  any Assignor may allow in the
ordinary   course  of  business  as  adjustments  to  amounts  owing  under  its
Receivables  and  Contracts  (i) an extension or renewal of the time or times of
payment,  or  settlement  for less than the total  unpaid  balance,  which  such
Assignor finds  appropriate in accordance with reasonable  business judgment and
(ii) a refund or credit due as a result of  returned or damaged  merchandise  or
improperly  performed  services or for other reasons  which such Assignor  finds
appropriate in accordance  with  reasonable  business  judgment.  The reasonable
costs and expenses (including,  without limitation,  reasonable attorneys' fees)
of collection, whether incurred by an Assignor or the Collateral Agent, shall be
borne by the relevant Assignor.

                  3.6.   Instruments.  If any  Assignor  owns  or  acquires  any
Instrument with a value of $10,000 or more  constituting  Collateral (other than
checks and other  payment  instruments  received  and  collected in the ordinary
course of  business),  such  Assignor  will within 10  Business  Days notify the
Collateral Agent thereof, and upon request by the Collateral Agent will promptly
deliver such Instrument to the Collateral  Agent  appropriately  endorsed to the
order of the Collateral Agent as further security hereunder.



<PAGE>

                  3.7.   Assignors  Remain  Liable Under  Receivables.  Anything
herein to the contrary notwithstanding,  the Assignors shall remain liable under
each of the  Receivables  to  observe  and  perform  all of the  conditions  and
obligations  to be observed and  performed by it  thereunder,  all in accordance
with the terms of any  agreement  giving rise to such  Receivables.  Neither the
Collateral  Agent nor any other Secured  Creditor  shall have any  obligation or
liability under any Receivable (or any agreement  giving rise thereto) by reason
of or arising out of this  Agreement or the receipt by the  Collateral  Agent or
any other Secured Creditor of any payment  relating to such Receivable  pursuant
hereto,  nor  shall  the  Collateral  Agent or any  other  Secured  Creditor  be
obligated in any manner to perform any of the  obligations of any Assignor under
or pursuant to any  Receivable (or any agreement  giving rise thereto),  to make
any  payment,  to make any  inquiry as to the nature or the  sufficiency  of any
payment  received by them or as to the  sufficiency  of any  performance  by any
party under any Receivable (or any agreement giving rise thereto), to present or
file any claim,  to take any action to enforce any performance or to collect the
payment of any amounts which may have been assigned to them or to which they may
be entitled at any time or times.

                  3.8.  Assignors Remain Liable Under Contracts. Anything herein
to the contrary notwithstanding, the Assignors shall remain liable under each of
the Contracts to observe and perform all of the conditions and obligations to be
observed and performed by them  thereunder,  all in accordance with and pursuant
to the terms and provisions of each Contract.  Neither the Collateral  Agent nor
any other Secured  Creditor  shall have any  obligation  or liability  under any
Contract  by reason of or arising  out of this  Agreement  or the receipt by the
Collateral  Agent or any other Secured  Creditor of any payment relating to such
contract  pursuant  hereto,  nor shall the Collateral Agent or any other Secured
Creditor be  obligated  in any manner to perform any of the  obligations  of any
Assignor  under or pursuant to any  Contract,  to make any payment,  to make any
inquiry  as to the nature or the  sufficiency  of any  performance  by any party
under any Contract,  to present or file any claim, to take any action to enforce
any  performance  or to collect the  payment of any amounts  which may have been
assigned to them or to which they may be entitled at any time or times.

                  3.9 .  Protection of the  Collateral  Agent's  Security.  Each
Assignor  will do nothing to impair the rights of the Secured  Creditors  in the
Collateral. Each Assignor assumes all liability and responsibility in connection
with the  Collateral  owned by it and the  liability of each Assignor to pay the
Obligations shall in no way be affected or diminished by reason of the fact that
such  Collateral  may be lost,  destroyed,  stolen,  damaged  or for any  reason
whatsoever unavailable to it.

                  3.10.   Further  Actions.  Each  Assignor  will,  at  its  own
expense,  make,  execute,  endorse,  acknowledge,  file  and/or  deliver  to the
Collateral  Agent  from  time  to  time  such  vouchers,  invoices,   schedules,
confirmatory   assignments,    conveyances,   financing   statements,   transfer
endorsements, certificates, reports and other assurances or instruments and take
such further steps relating to its Receivables, Contracts, Instruments and other
property or rights  covered by the  security  interest  hereby  granted,  as the
Collateral Agent may reasonably require.




<PAGE>

                                   ARTICLE IV

                    SPECIAL PROVISIONS CONCERNING TRADEMARKS

                  4.1.  Additional Representations and Warranties. Each Assignor
represents and warrants that it is the true and lawful owner of or otherwise has
the right to use the registered Marks listed in Annex D hereto for such Assignor
and that said listed Marks include all United States marks and  applications for
United States marks  registered in the United States Patent and Trademark Office
that such Assignor  owns or uses in connection  with its business as of the date
hereof.  Each Assignor  represents and warrants that it owns, is licensed to use
or otherwise has the right to use, all Marks that it uses. Each Assignor further
warrants that it has no knowledge of any material  third party claim received by
it  that  any  aspect  of  such  Assignor's  present  or  contemplated  business
operations infringes or will infringe any trademark,  service mark or trade name
of any other Person.  Each Assignor  represents and warrants that it is the true
and  lawful  owner of or  otherwise  has the  right  to use all  U.S.  trademark
registrations  and  applications   listed  in  Annex  D  hereto  and  that  said
registrations  are  valid,  subsisting,  have not been  canceled  and that  such
Assignor  is not  aware  of any  material  third-party  claim  that  any of said
registrations  is  invalid or  unenforceable,  or is not aware that there is any
reason that any of said registrations is invalid or unenforceable. Each Assignor
hereby  grants to the  Collateral  Agent an absolute  power of attorney to sign,
upon the  occurrence  and during the  continuance  of an Event of  Default,  any
document which may be required by the United States Patent and Trademark  Office
in order to effect an absolute  assignment  of all right,  title and interest in
each Mark, and record the same.

                  4.2.  Licenses and Assignments.  Except as otherwise permitted
by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself
of any right under any  significant  Mark absent prior  written  approval of the
Collateral Agent.

                  4.3.   Infringements.  Each  Assignor  agrees,  promptly  upon
learning  thereof,  to notify  the  Collateral  Agent in writing of the name and
address of, and to furnish such pertinent information that may be available with
respect to, any party who may be infringing  or diluting or otherwise  violating
any of such Assignor's rights in and to any significant Mark, or with respect to
any party claiming that such Assignor's use of any Mark violates in any material
respect  any  property  right of that party.  Each  Assignor  further  agrees to
prosecute diligently in accordance with reasonable business practices any Person
infringing any significant Mark.

                  4.4.   Preservation  of Marks.  Each Assignor agrees to use or
license  the use of its Marks in  interstate  commerce  during the time in which
this  Agreement is in effect and,  except as  otherwise  permitted by the Credit
Agreement,  to take all such other  actions as are  necessary  to preserve  such
Marks as trademarks or service marks under the laws of the United States.


<PAGE>

                  4.5.  Maintenance of Registration. Each Assignor shall, at its
own expense,  diligently  process all documents  required to maintain  trademark
registrations,  including but not limited to affidavits of use and  applications
for renewals of  registration  in the United States Patent and Trademark  Office
for  all of its  significant  registered  Marks,  and  shall  pay all  fees  and
disbursements  in connection  therewith and shall not abandon any such filing of
affidavit of use or any such  application  of renewal prior to the exhaustion of
all  administrative  and judicial  remedies without prior written consent of the
Collateral  Agent (other than with  respect to  registrations  and  applications
deemed by such Assignor to be no longer prudent to pursue).

                  4.6.   Future  Registered  Marks. If any Mark  registration is
issued hereafter to any Assignor as a result of any application now or hereafter
pending before the United States Patent and Trademark Office,  within 30 days of
receipt of such certificate, such Assignor shall deliver to the Collateral Agent
a copy of such certificate,  and a grant of a security interest in such Mark, to
the Collateral  Agent and at the expense of such Assignor,  confirming the grant
of a security interest in such Mark to the Collateral Agent hereunder,  the form
of such  security to be  substantially  in the form of Annex G hereto or in such
other form as may be reasonably satisfactory to the Collateral Agent.

                  4.7.   Remedies.  If an Event of  Default  shall  occur and be
continuing,  the  Collateral  Agent  may,  by  written  notice  to the  relevant
Assignor,  take any or all of the following actions:  (i) declare and assign the
entire  right,  title and interest of such Assignor in and to each of the Marks,
together with all trademark rights and rights of protection to the same,  vested
in the Collateral Agent for the benefit of the Secured Creditors, in which event
such rights,  title and interest shall immediately vest, in the Collateral Agent
for the  benefit of the Secured  Creditors,  and the  Collateral  Agent shall be
entitled to exercise the power of attorney  referred to in Section 4.1 hereof to
execute,  cause to be  acknowledged  and  notarized  and  record  said  absolute
assignment with the applicable  agency;  (ii) take and use or sell the Marks and
the goodwill of such Assignor's  business  symbolized by the Marks and the right
to carry on the business and use the assets of such Assignor in connection  with
which the Marks have been used;  and (iii) direct such  Assignor to refrain,  in
which  event such  Assignor  shall  refrain,  from using the Marks in any manner
whatsoever, directly or indirectly, and such Assignor shall execute such further
documents that the Collateral  Agent may reasonably  request to further  confirm
this and to transfer  ownership of the Marks and  registrations  and any pending
trademark  application  in the United States Patent and Trademark  Office to the
Collateral Agent.

                                  ARTICLE V

                          SPECIAL PROVISIONS CONCERNING
                      PATENTS, COPYRIGHTS AND TRADE SECRETS

                  5.1.  Additional Representations and Warranties. Each Assignor
represents and warrants that it is the true and lawful owner of all rights in or
has the right to use (i) all Trade  Secret  Rights,  (ii) the Patents  listed in
Annex E hereto for such Assignor and that said Patents constitute all the United
States  patents and  applications  for United States  patents that such Assignor
owns as of the date hereof and (iii) the Copyrights listed in Annex F hereto for
such  Assignor  and  that  said  Copyrights  constitute  all the  United  States
copyrights  registered with the United States  Copyright Office and applications
to United States copyrights that such Assignor owns as of the date hereof.  Each
Assignor  further  warrants that it has no knowledge of any material third party
claim  that any  aspect of such  Assignor's  present  or  contemplated  business
operations  infringes  or will  infringe  any patent of any other Person or such
Assignor has misappropriated any trade secret or proprietary  information.  Each
Assignor hereby grants to the Collateral  Agent an absolute power of attorney to
sign,  upon the occurrence  and during the  continuance of any Event of Default,
any document  which may be required by the United  States  Patent and  Trademark
Office  in order to  effect  an  absolute  assignment  of all  right,  title and
interest in each Patent, and to record the same.


<PAGE>

                  5.2.  Licenses and Assignments.  Except as otherwise permitted
by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself
of any right under any Patent or Copyright acquired after the date hereof absent
prior written approval of the Collateral Agent.

                  5.3.   Infringements.  Each  Assignor  agrees,  promptly  upon
learning thereof,  to furnish the Collateral Agent in writing with all pertinent
information  available  to  such  Assignor  with  respect  to any  infringement,
contributing infringement or active inducement to infringe or other violation of
such Assignor's rights in any significant Patent or significant  Copyright or to
any claim that the practice of any Patent or use of any  Copyright  violates any
property right of a third party, or with respect to any  misappropriation of any
Trade Secret Right or any claim that practice of any Trade Secret Right violates
any property  right of a third  party.  Each  Assignor  further  agrees,  absent
direction of the Collateral Agent to the contrary,  to diligently  prosecute any
Person infringing any significant Patent or significant  Copyright or any Person
misappropriating   any  significant   Trade  Secret  Right  in  accordance  with
reasonable business practices.

                  5.4.   Maintenance  of  Patents  or  Copyrights.  At  its  own
expense,  each  Assignor  shall make timely  payment of all  post-issuance  fees
required to maintain in force its rights under each Patent or Copyright,  absent
prior written  consent of the Collateral  Agent,  except to the extent that such
Assignor has determined in its reasonable business judgment that the maintenance
of such  Patent  or  Copyright  is no longer  necessary  in the  conduct  of its
business.

                  5.5.  Prosecution of Patent Applications.  At its own expense,
each Assignor shall  diligently  prosecute all significant  applications for (i)
United States Patents listed in Annex E hereto and (ii) United States Copyrights
listed on Annex F hereto,  in each case for such  Assignor and shall not abandon
any such  application  prior to  exhaustion of all  administrative  and judicial
remedies  absent written consent of the Collateral  Agent,  except to the extent
that such Assignor has determined in its reasonable  business judgment that such
application is no longer necessary in the conduct of its business.

                  5.6.   Other  Patents  and  Copyrights.  Within 30 days of the
acquisition  or issuance of a United  States  Patent,  registration  of a United
States Copyright,  or acquisition of a registered United States Copyright, or of
filing of an application for a United States Patent or United States  Copyright,
the  relevant  Assignor  shall  deliver to the  Collateral  Agent a copy of said
Copyright or  certificate or  registration  of, or  application  therefor,  said
Patents,  as the case may be, with a grant of a security interest in such Patent
or Copyright,  as the case may be, to the Collateral Agent and at the expense of
such  Assignor,  confirming the grant of a security  interest,  the form of such
grant of a security  interest  to be  substantially  in the form of Annex G or H
hereto, as appropriate,  or in such other form as may be reasonably satisfactory
to the Collateral Agent.




<PAGE>

                  5.7.   Remedies.  If an Event of  Default  shall  occur and be
continuing, the Collateral Agent may by written notice to the relevant Assignor,
take any or all of the  following  actions:  (i)  declare  and assign the entire
right,  title,  and  interest  of  such  Assignor  in each  of the  Patents  and
Copyrights  vested  in the  Collateral  Agent  for the  benefit  of the  Secured
Creditors, in which event such right, title, and interest shall immediately vest
in the Collateral Agent for the benefit of the Secured Creditors,  in which case
the  Collateral  Agent  shall be  entitled  to  exercise  the power of  attorney
referred  to in Section  5.1 hereof to  execute,  cause to be  acknowledged  and
notarized and to record said absolute  assignment  with the  applicable  agency;
(ii) take and practice or sell the Patents and Copyrights; and (iii) direct such
Assignor to refrain, in which event such Assignor shall refrain, from practicing
the Patents and using the Copyrights  directly or indirectly,  and such Assignor
shall execute such further documents as the Collateral Agent may request further
to confirm this and to transfer  ownership of the Patents and  Copyrights to the
Collateral Agent for the benefit of the Secured Creditors.

                                  ARTICLE VI

                      PROVISIONS CONCERNING ALL COLLATERAL

                  6.1.  Protection of Collateral Agent's Security. Each Assignor
will do nothing to impair the rights of the Collateral  Agent in the Collateral.
Each Assignor  will at all times keep its  Inventory  and  Equipment  insured in
favor of the Collateral  Agent, at such Assignor's own expense to the extent and
in the manner provided in the Credit  Agreement.  Except to the extent otherwise
permitted to be retained by such Assignor or applied by such  Assignor  pursuant
to the terms of the Credit  Agreement,  the Collateral  Agent shall, at the time
any proceeds of such insurance are distributed to the Secured  Creditors,  apply
such proceeds in accordance with Section 7.4 hereof.  Each Assignor  assumes all
liability and  responsibility  in connection with the Collateral  acquired by it
and the  liability of such  Assignor to pay the  Obligations  shall in no way be
affected or diminished by reason of the fact that such  Collateral  may be lost,
destroyed,  stolen,  damaged or for any reason  whatsoever  unavailable  to such
Assignor.

                  6.2.   Warehouse  Receipts   Non-negotiable.   To  the  extent
practicable,  each Assignor  agrees that if any warehouse  receipt or receipt in
the  nature  of a  warehouse  receipt  is  issued  with  respect  to  any of its
Inventory, such Assignor shall request that such warehouse receipt or receipt in
the nature  thereof shall not be  "negotiable"  (as such term is used in Section
7-104 of the Uniform  Commercial Code as in effect in any relevant  jurisdiction
or under other relevant law).




<PAGE>

                  6.3.  Further Actions.  Each Assignor will, at its own expense
and upon the reasonable request of the Collateral Agent, make, execute, endorse,
acknowledge,  file and/or deliver to the Collateral Agent from time to time such
lists,  descriptions  and  designations of its Collateral,  warehouse  receipts,
receipts in the nature of  warehouse  receipts,  bills of lading,  documents  of
title, vouchers,  invoices,  schedules,  confirmatory assignments,  conveyances,
financing statements,  transfer  endorsements,  certificates,  reports and other
assurances or instruments and take such further steps relating to the Collateral
and other property or rights covered by the security  interest  hereby  granted,
which the Collateral Agent deems reasonably appropriate or advisable to perfect,
preserve or protect its security interest in the Collateral.

                  6.4.   Financing  Statements.  Each Assignor agrees to execute
and  deliver  to  the  Collateral  Agent  such  financing  statements,  in  form
reasonably  acceptable to the Collateral Agent, as the Collateral Agent may from
time to time reasonably  request or as are reasonably  necessary or desirable in
the  opinion  of the  Collateral  Agent  to  establish  and  maintain  a  valid,
enforceable,  first priority  perfected  security  interest in the Collateral as
provided  herein and the other  rights and security  contemplated  hereby all in
accordance with the UCC as enacted in any and all relevant  jurisdictions or any
other  relevant  law.  Each  Assignor  will  pay  any  applicable  filing  fees,
recordation taxes and related expenses relating to its Collateral. Each Assignor
hereby  authorizes  the Collateral  Agent to file any such financing  statements
without the signature of such Assignor where permitted by law.

                                   ARTICLE VII

                  REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT

                  7.1.   Remedies;  Obtaining the Collateral Upon Default.  Each
Assignor  agrees  that,  if any Event of  Default  shall  have  occurred  and be
continuing,  then and in every such case, the Collateral  Agent,  in addition to
any rights now or hereafter existing under applicable law, shall have all rights
as a secured creditor under any UCC, and such additional  rights and remedies to
which a secured  creditor is entitled under the laws in effect,  in all relevant
jurisdictions and may:

                 (i)  personally,  or by agents or attorneys,  immediately  take
         possession of the Collateral or any part thereof, from such Assignor or
         any other  Person who then has  possession  of any part thereof with or
         without  notice or process of law,  and for that purpose may enter upon
         such  Assignor's  premises  where any of the  Collateral is located and
         remove the same and use in  connection  with such  removal  any and all
         services, supplies, aids and other facilities of such Assignor;

                (ii)  instruct  the  obligor  or  obligors  on  any   agreement,
         instrument or other  obligation  (including,  without  limitation,  the
         Receivables and the Contracts)  constituting the Collateral to make any
         payment  required by the terms of such  agreement,  instrument or other
         obligation  directly to the  Collateral  Agent and may exercise any and
         all remedies of such Assignor in respect of such Collateral;

               (iii) withdraw all monies, securities and instruments in the Cash
          Collateral  Account for  application to the  Obligations in accordance
          with Section 7.4 hereof;




<PAGE>

                (iv)  sell,  assign  or  otherwise  liquidate  any or all of the
         Collateral or any part thereof in  accordance  with Section 7.2 hereof,
         or direct the relevant Assignor to sell, assign or otherwise  liquidate
         any or all of the  Collateral or any part  thereof,  and, in each case,
         take possession of the proceeds of any such sale or liquidation;

                 (v)  personally,  or by agents or attorneys,  immediately  take
         possession  of the  Collateral  or any part  thereof,  by directing the
         relevant  Assignor  in writing to  deliver  the same to the  Collateral
         Agent at any  reasonable  place or places  designated by the Collateral
         Agent, in which event such Assignor shall at its own expense:

                         (x)  forthwith  cause the same to be moved to the place
                    or places so  designated by the  Collateral  Agent and there
                    delivered to the Collateral Agent;

                           (y) store and keep any Collateral so delivered to the
                  Collateral  Agent at such  place  or  places  pending  further
                  action by the  Collateral  Agent as  provided  in Section  7.2
                  hereof; and

                           (z) while the Collateral shall be so stored and kept,
                  provide  such  guards  and  maintenance  services  as shall be
                  necessary  to protect  the same and to preserve  and  maintain
                  them in good condition; and

                (vi)  license  or   sublicense,   whether  on  an  exclusive  or
         nonexclusive  basis,  any Marks,  Patents,  Copyrights  or  Proprietary
         Information  included  in the  Collateral  for  such  term  and on such
         conditions and in such manner as the Collateral Agent shall in its sole
         judgment determine;

it being understood that each Assignor's obligation so to deliver the Collateral
is of the essence of this Agreement and that, accordingly, upon application to a
court of equity having jurisdiction, the Collateral Agent shall be entitled to a
decree requiring  specific  performance by such Assignor of said obligation.  By
accepting the benefits of this Agreement,  the Secured Creditors agree that this
Agreement may be enforced only by the action of the Collateral Agent acting upon
the  instructions  of the Required  Secured  Creditors and that no other Secured
Creditor shall have any right  individually to seek to enforce this Agreement or
to realize  upon the  security to be granted  hereby,  it being  understood  and
agreed that such rights and remedies may be  exercised by the  Collateral  Agent
for the benefit of the Secured  Creditors  upon the terms of this  Agreement and
the Credit Agreement.


<PAGE>

                  7.2 Remedies;  Disposition of the Collateral.  If any Event of
Default shall have occurred and be continuing,  then any Collateral  repossessed
by the  Collateral  Agent  under or pursuant to Section 7.1 hereof and any other
Collateral  whether or not so repossessed by the Collateral  Agent, may be sold,
assigned,  leased or otherwise  disposed of under one or more contracts or as an
entirety,  and  without  the  necessity  of  gathering  at the place of sale the
property to be sold,  and in general in such manner,  at such time or times,  at
such  place  or  places  and on such  terms  as the  Collateral  Agent  may,  in
compliance with any mandatory  requirements  of applicable law,  determine to be
commercially reasonable.  Any of the Collateral may be sold, leased or otherwise
disposed  of, in the  condition  in which  the same  existed  when  taken by the
Collateral  Agent or after any overhaul or repair at the expense of the relevant
Assignor  which  the  Collateral   Agent  shall  determine  to  be  commercially
reasonable.  Any such disposition which shall be a private sale or other private
proceedings  permitted by such requirements  shall be made upon not less than 10
days' prior written notice to the relevant Assignor specifying the time at which
such   disposition  is  to  be  made  and  the  intended  sale  price  or  other
consideration  therefor,  and shall be subject, for the 10 days after the giving
of such  notice,  to the right of the  relevant  Assignor or any nominee of such
Assignor  to  acquire  the  Collateral  involved  at a price or for  such  other
consideration  at least equal to the intended sale price or other  consideration
so specified.  Any such  disposition  which shall be a public sale  permitted by
such requirements shall be made upon not less than 10 days' prior written notice
to the relevant Assignor  specifying the time and place of such sale and, in the
absence of applicable  requirements  of law,  shall be by public  auction (which
may, at the Collateral Agent's option, be subject to reserve), after publication
of notice of such auction  (where  required by applicable  law) not less than 10
days prior thereto.  The Collateral  Agent may,  without notice or  publication,
adjourn any public or private sale or cause the same to be  adjourned  from time
to time by  announcement at the time and place fixed for the sale, and such sale
may be made at any time or place to which the sale may be so  adjourned.  To the
extent  permitted by any such  requirement of law, the Collateral  Agent may bid
for and become the purchaser of the Collateral or any item thereof,  offered for
sale in  accordance  with this Section  without  accountability  to the relevant
Assignor.  If, under  mandatory  requirements  of applicable law, the Collateral
Agent shall be required to make disposition of the Collateral within a period of
time which does not permit  the  giving of notice to the  relevant  Assignor  as
hereinabove  specified,  the Collateral  Agent need give such Assignor only such
notice  of  disposition  as  shall  be  reasonably  practicable  in view of such
mandatory requirements of applicable law. Each Assignor agrees to do or cause to
be done all such other acts and things as may be  reasonably  necessary  to make
such sale or sales of all or any portion of the Collateral valid and binding and
in compliance  with any and all applicable  laws,  regulations,  orders,  writs,
injunctions,   decrees  or  awards  of  any  and  all  courts,   arbitrators  or
governmental  instrumentalities,  domestic or foreign,  having jurisdiction over
any such sale or sales, all at such Assignor's expense.


<PAGE>

                  7.3 Waiver of Claims.  Except as  otherwise  provided  in this
Agreement,  EACH ASSIGNOR HEREBY WAIVES,  TO THE EXTENT  PERMITTED BY APPLICABLE
LAW,  NOTICE AND JUDICIAL  HEARING IN  CONNECTION  WITH THE  COLLATERAL  AGENT'S
TAKING  POSSESSION  OR  THE  COLLATERAL  AGENT'S   DISPOSITION  OF  ANY  OF  THE
COLLATERAL,  INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING
FOR ANY PREJUDGMENT REMEDY OR REMEDIES, and each Assignor hereby further waives,
to the extent permitted by law:

               (i)   all damages  occasioned by such taking of possession except
         any damages which are the direct result of the Collateral Agent's gross
         negligence or willful misconduct (as determined by a court of competent
         jurisdiction in a final and non-appealable decision);

               (ii)   all other  requirements as to the time, place and terms of
          sale or other  requirements  with  respect to the  enforcement  of the
          Collateral Agent's rights hereunder; and

               (iii) all rights of redemption,  appraisement,  valuation,  stay,
         extension or moratorium  now or hereafter in force under any applicable
         law in order to prevent or delay the  enforcement  of this Agreement or
         the absolute sale of the  Collateral or any portion  thereof,  and each
         Assignor,  for itself and all who may claim under it,  insofar as it or
         they now or hereafter  lawfully  may,  hereby waives the benefit of all
         such laws.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral  shall operate to divest all right,  title,  interest,  claim and
demand,  either  at law or in  equity,  of the  relevant  Assignor  therein  and
thereto,  and shall be a perpetual  bar both at law and in equity  against  such
Assignor  and against any and all Persons  claiming or  attempting  to claim the
Collateral  so sold,  optioned  or realized  upon,  or any part  thereof,  from,
through and under such Assignor.


<PAGE>

                  7.4 Application of Proceeds.  (a) All moneys  collected by the
Collateral  Agent (or, to the extent any Pledge  Agreement or any other Security
Document require proceeds of collateral under such other Security Document to be
applied in  accordance  with the  provisions of this  Agreement,  the Pledgee or
Collateral  Agent  under such other  Security  Document)  upon any sale or other
disposition of the  Collateral,  together with all other moneys  received by the
Collateral Agent hereunder, shall be applied as follows.

               (i) first,  to the  payment of all amounts  owing the  Collateral
          Agent  of  the  type  described  in  clauses  (iii)  and  (iv)  of the
          definition of "Obligations";

                (ii) second, to the extent proceeds remain after the application
         pursuant  to  the  preceding   clause  (i),  an  amount  equal  to  the
         outstanding  Primary Obligations shall be paid to the Secured Creditors
         as  provided  in Section  7.4(e)  hereof,  with each  Secured  Creditor
         receiving an amount equal to such outstanding  Primary  Obligations or,
         if the  proceeds  are  insufficient  to pay in full  all  such  Primary
         Obligations,  its  Pro  Rata  Share  of  the  amount  remaining  to  be
         distributed;

               (iii) third,  to the extent proceeds remain after the application
         pursuant to the preceding  clauses (i) and (ii), an amount equal to the
         outstanding   Secondary  Obligations  shall  be  paid  to  the  Secured
         Creditors  as  provided in Section  7.4(e)  hereof,  with each  Secured
         Creditor  receiving  an  amount  equal  to  its  outstanding  Secondary
         Obligations  or, if the  proceeds are  insufficient  to pay in full all
         such Secondary Obligations,  its Pro Rata Share of the amount remaining
         to be distributed; and

                (iv) fourth, to the extent proceeds remain after the application
         pursuant to the preceding  clauses (i) through  (iii),  inclusive,  and
         following the termination of this Agreement pursuant to Section 10.8(a)
         hereof,  to the  relevant  Assignor  or to  whomever  may  be  lawfully
         entitled to receive such surplus.


<PAGE>

                  (b) For purposes of this Agreement, (x) "Pro Rata Share" shall
mean,  when  calculating a Secured  Creditor's  portion of any  distribution  or
amount,  that  amount  (expressed  as a  percentage)  equal  to a  fraction  the
numerator of which is the then unpaid amount of such Secured  Creditor's Primary
Obligations or Secondary Obligations, as the case may be, and the denominator of
which is the then  outstanding  amount of all Primary  Obligations  or Secondary
Obligations, as the case may be, (y) "Primary Obligations" shall mean (i) in the
case of the Credit Document  Obligations,  all principal of,  premium,  fees and
interest on, all Loans, all Unpaid Drawings  theretofore made (together with all
interest accrued thereon),  the aggregate Stated Amount of all Letters of Credit
issued or deemed issued under the Credit  Agreement and all Fees and (ii) in the
case of the  Other  Obligations,  all  amounts  due  under  such  Interest  Rate
Protection Agreements or Other Hedging Agreements (other than indemnities,  fees
(including,  without  limitation,  attorneys' fees) and similar  obligations and
liabilities) and (z) "Secondary  Obligations"  shall mean all Obligations  other
than Primary Obligations.

                  (c) When  payments to Secured  Creditors  are based upon their
respective  Pro Rata  Shares,  the amounts  received by such  Secured  Creditors
hereunder  shall be applied (for  purposes of making  determinations  under this
Section 7.4 only) (i) first, to their Primary  Obligations  and (ii) second,  to
their Secondary  Obligations.  If any payment to any Secured Creditor of its Pro
Rata Share of any  distribution  would  result in  overpayment  to such  Secured
Creditor,  such excess  amount shall  instead be  distributed  in respect of the
unpaid Primary Obligations or Secondary Obligations,  as the case may be, of the
other Secured Creditors, with each Secured Creditor whose Primary Obligations or
Secondary Obligations, as the case may be, have not been paid in full to receive
an amount equal to such excess amount  multiplied by a fraction the numerator of
which is the unpaid Primary  Obligations or Secondary  Obligations,  as the case
may be, of such  Secured  Creditor  and the  denominator  of which is the unpaid
Primary Obligations or Secondary Obligations, as the case may be, of all Secured
Creditors entitled to such distribution.

                  (d) Each of the Secured Creditors,  by their acceptance of the
benefits  hereof,  agrees and  acknowledges  that if the Lender Creditors are to
receive a distribution  on account of undrawn amounts with respect to Letters of
Credit  issued  under the Credit  Agreement  (which  shall only occur  after all
outstanding  Loans and Unpaid  Drawings  with  respect to such Letters of Credit
have been paid in full), such amounts shall be paid to the Administrative  Agent
under the Credit  Agreement and held by it, for the equal and ratable benefit of
the Lender Creditors, as cash security for the repayment of Obligations owing to
the Lender Creditors as such. If any amounts are held as cash security  pursuant
to  the  immediately  preceding  sentence,  then  upon  the  termination  of all
outstanding  Letters  of  Credit,  and  after the  application  of all such cash
security to the repayment of all Obligations owing to the Lender Creditors after
giving effect to the termination of all such Letters of Credit, if there remains
any excess cash, such excess cash shall be returned by the Administrative  Agent
to the  Collateral  Agent for  distribution  in accordance  with Section  7.4(a)
hereof.

<PAGE>

                  (e) All payments  required to be made hereunder  shall be made
(x) if to the Lender  Creditors,  to the  Administrative  Agent under the Credit
Agreement  for the  account  of the  Lender  Creditors,  and (y) if to the Other
Creditors,  to the trustee, paying agent or other similar representative (each a
"Representative")  for  the  Other  Creditors  or,  in  the  absence  of  such a
Representative, directly to the Other Creditors.

                  (f) For purposes of applying  payments  received in accordance
with this Section 7.4, the  Collateral  Agent shall be entitled to rely upon (i)
the Administrative  Agent under the Credit Agreement and (ii) the Representative
for the Other  Creditors or, in the absence of such a  Representative,  upon the
Other  Creditors  for a  determination  (which the  Administrative  Agent,  each
Representative for any Other Creditors and the Secured Creditors agree (or shall
agree) to provide  upon  request  of the  Collateral  Agent) of the  outstanding
Primary  Obligations and Secondary  Obligations  owed to the Lender Creditors or
the  Other  Creditors,  as the  case  may be.  Unless  it has  actual  knowledge
(including by way of written notice from a Lender Creditor or an Other Creditor)
to the contrary, the Administrative Agent and each Representative, in furnishing
information  pursuant to the preceding  sentence,  and the Collateral  Agent, in
acting hereunder,  shall be entitled to assume that no Secondary Obligations are
outstanding.  Unless it has actual knowledge (including by way of written notice
from an Other  Creditor)  to the  contrary,  the  Collateral  Agent,  in  acting
hereunder,  shall  be  entitled  to  assume  that no  Interest  Rate  Protection
Agreements or Other Hedging Agreements are in existence.

                  (g) It is understood  that the Assignors  shall remain jointly
and severally  liable to the extent of any deficiency  between the amount of the
proceeds of the Collateral and the aggregate amount of the Obligations.

                  7.5  Remedies  Cumulative.  Each and  every  right,  power and
remedy hereby specifically given to the Collateral Agent shall be in addition to
every other right, power and remedy specifically given under this Agreement, the
other Secured Debt Agreements or now or hereafter  existing at law, in equity or
by  statute  and each and every  right,  power and remedy  whether  specifically
herein  given  or  otherwise  existing  may be  exercised  from  time to time or
simultaneously  and as often and in such order as may be deemed expedient by the
Collateral  Agent. All such rights,  powers and remedies shall be cumulative and
the  exercise  or the  beginning  of the  exercise  of one shall not be deemed a
waiver of the right to exercise any other or others. No delay or omission of the
Collateral  Agent in the  exercise  of any such  right,  power or remedy  and no
renewal or  extension  of any of the  Obligations  shall  impair any such right,
power or remedy or shall be  construed to be a waiver of any Default or Event of
Default or an  acquiescence  therein.  No notice to or demand on any Assignor in
any case shall entitle it to any other or further notice or demand in similar or
other  circumstances  or  constitute  a  waiver  of  any of  the  rights  of the
Collateral  Agent to any other or further  action in any  circumstances  without
notice or demand. In the event that the Collateral Agent shall bring any suit to
enforce any of its rights  hereunder and shall be entitled to judgment,  then in
such  suit the  Collateral  Agent may  recover  reasonable  expenses,  including
reasonable  attorneys'  fees, and the amounts  thereof shall be included in such
judgment.




<PAGE>

                  7.6  Discontinuance  of  Proceedings.  In case the  Collateral
Agent shall have instituted any proceeding to enforce any right, power or remedy
under  this  Agreement  by  foreclosure,  sale,  entry  or  otherwise,  and such
proceeding  shall have been  discontinued  or abandoned  for any reason or shall
have been determined  adversely to the Collateral  Agent, then and in every such
case the relevant  Assignor,  the Collateral Agent and each holder of any of the
Obligations  shall be restored to their former  positions  and rights  hereunder
with respect to the Collateral  subject to the security  interest  created under
this  Agreement,  and all rights,  remedies and powers of the  Collateral  Agent
shall continue as if no such proceeding had been instituted.

                                  ARTICLE VIII

                                    INDEMNITY

                  8.1.   Indemnity.  (a) Each  Assignor  jointly  and  severally
agrees to indemnify, reimburse and hold the Collateral Agent, each other Secured
Creditor and their  respective  successors,  permitted  assigns,  employees  and
agents   (hereinafter   in  this  Section  8.1  referred  to   individually   as
"Indemnitee,"  and  collectively  as  "Indemnitees")  harmless  from any and all
liabilities,   obligations,   damages,  injuries,  penalties,  claims,  demands,
actions,  suits,  judgments  and any and all costs,  expenses  or  disbursements
(including  reasonable  attorneys'  fees and expenses) (for the purposes of this
Section 8.1 the foregoing are collectively called "expenses") of whatsoever kind
and nature imposed on, asserted against or incurred by any of the Indemnitees in
any way  relating to or arising out of this  Agreement,  any other  Secured Debt
Agreement or any other document executed in connection  herewith or therewith or
in  any  other  way  connected  with  the  administration  of  the  transactions
contemplated hereby or thereby or the enforcement of any of the terms of, or the
preservation  of any rights  under any  thereof,  or in any way  relating  to or
arising  out  of  the  manufacture,  ownership,  ordering,  purchase,  delivery,
control, acceptance, lease, financing,  possession,  operation, condition, sale,
return  or  other  disposition,  or use of the  Collateral  (including,  without
limitation, latent or other defects, whether or not discoverable), the violation
of the laws of any country,  state or other  governmental body or unit, any tort
(including,  without limitation, claims arising or imposed under the doctrine of
strict  liability,  or for or on account of injury to or the death of any Person
(including any Indemnitee),  or property  damage),  or contract claim;  provided
that no Indemnitee shall be indemnified pursuant to this Section 8.1 for losses,
damages or liabilities  to the extent caused by the gross  negligence or willful
misconduct  of  such   Indemnitee   (as  determined  by  a  court  of  competent
jurisdiction in a final and non-appealable  decision). Each Assignor agrees that
upon  written  notice by any  Indemnitee  of the  assertion of such a liability,
obligation,  damage, injury,  penalty,  claim, demand, action, suit or judgment,
the relevant Assignor shall assume full  responsibility for the defense thereof.
Each  Indemnitee  agrees to use its best efforts to promptly notify the relevant
Assignor of any such assertion of which such Indemnitee has knowledge.

                  (b) Without limiting the application of Section 8.1(a) hereof,
each Assignor agrees, jointly and severally, to pay, or reimburse the Collateral
Agent for any and all  reasonable  fees,  costs and expenses of whatever kind or
nature incurred in connection  with the creation,  preservation or protection of
the  Collateral  Agent's  Liens on, and security  interest  in, the  Collateral,
including,  without  limitation,  all fees  and  taxes  in  connection  with the
recording or filing of instruments and documents in public  offices,  payment or
discharge of any taxes or Liens upon or in respect of the  Collateral,  premiums
for  insurance  with  respect to the  Collateral  and all other fees,  costs and
expenses in connection with protecting, maintaining or preserving the Collateral
and  the  Collateral   Agent's  interest   therein,   whether  through  judicial
proceedings or otherwise,  or in defending or prosecuting any actions,  suits or
proceedings arising out of or relating to the Collateral.




<PAGE>

                  (c) Without  limiting the application of Section 8.1(a) or (b)
hereof, each Assignor agrees, jointly and severally,  to pay, indemnify and hold
each Indemnitee harmless from and against any loss, costs,  damages and expenses
which such  Indemnitee may suffer,  expend or incur in consequence of or growing
out of any  misrepresentation  by any  Assignor  in this  Agreement,  any  other
Secured Debt  Agreement or in any writing  contemplated  by or made or delivered
pursuant to or in  connection  with this  Agreement  or any other  Secured  Debt
Agreement.

                  (d) If and to the extent that the  obligations of any Assignor
under this Section 8.1 are  unenforceable  for any reason,  such Assignor hereby
agrees to make the maximum  contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.

                  8.2.  Indemnity  Obligations Secured by Collateral;  Survival.
Any amounts paid by any Indemnitee as to which such  Indemnitee has the right to
reimbursement  shall  constitute  Obligations  secured  by the  Collateral.  The
indemnity  obligations  of each  Assignor  contained  in this Article VIII shall
continue in full force and effect notwithstanding the full payment of all of the
other Obligations and  notwithstanding the full payment of all the Notes issued,
and Loans made under the Credit Agreement,  the termination of all Interest Rate
Protection  Agreements,  Other Hedging  Agreements and Letters of Credit and the
payment of all other Obligations and notwithstanding the discharge thereof.

                                   ARTICLE IX

                                   DEFINITIONS

                  The following terms shall have the meanings herein  specified.
Such definitions shall be equally applicable to the singular and plural forms of
the terms defined.

                  "Administrative  Agent" shall have the meaning provided in the
recitals of this Agreement.

                  "Agreement" shall mean this Security Agreement as the same may
be modified,  supplemented  or amended from time to time in accordance  with its
terms.

                  "Assignor"  shall  have  the  meaning  provided  in the  first
paragraph of this Agreement.


<PAGE>

                  "Borrowers" shall have the meaning provided in the recitals of
this Agreement.

                  "Cash Collateral Account" shall mean a cash collateral account
maintained  with, and in the sole dominion and control of, the Collateral  Agent
for the benefit of the Secured Creditors.

                  "Chattel Paper" shall have the meaning provided in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

                  "Class"  shall have the meaning  provided  in Section  10.2 of
this Agreement.

                  "Collateral" shall have the meaning provided in Section 1.1(a)
of this Agreement.

                  "Collateral  Agent"  shall have the  meaning  provided  in the
first paragraph of this Agreement.

                  "Contract  Rights" shall mean all rights of any Assignor under
each Contract,  including, without limitation, (i) any and all rights to receive
and  demand  payments  under any or all  Contracts,  (ii) any and all  rights to
receive and compel  performance under any or all Contracts and (iii) any and all
other  rights,  interests  and claims now  existing or in the future  arising in
connection with any or all Contracts.

                  "Contracts"  shall mean all contracts between any Assignor and
one or more additional parties (including, without limitation, any Interest Rate
Protection Agreements,  Other Hedging Agreements and any partnership agreements,
joint  venture  agreements  and  limited  liability  company  agreements),   but
excluding  any  contract  to the  extent  that  (but  only as long as) the terms
thereof  prohibit the  assignment  of, or granting a security  interest in, such
contract (it being understood and agreed,  however, (i) that notwithstanding the
foregoing,  all rights to payment for money due or to become due pursuant to any
such excluded  contract  shall be subject to the security  interests  created by
this Agreement and (ii) such excluded contract shall otherwise be subject to the
security  interests  created by this  Agreement  upon  receiving  any  necessary
approvals or waivers permitting the assignment thereof).

                  "Copyrights" shall mean any United States or foreign copyright
now or hereafter  owned by any  Assignor,  including  any  registrations  of any
Copyrights,  in the United  States  Copyright  Office or any foreign  equivalent
office, as well as any application for a copyright registration now or hereafter
made with the United States Copyright Office or any foreign equivalent office by
any Assignor.

                  "Credit  Agreement"  shall have the  meaning  provided  in the
recitals of this Agreement.

                  "Credit Document  Obligations" shall have the meaning provided
in the definition of "Obligations" in this Article IX.




<PAGE>

                  "Default" shall mean any event which,  with notice or lapse of
time, or both, would constitute an Event of Default.

                  "Documents"  shall have the  meaning  provided  in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

                  "English  Borrower"  shall have the  meaning  provided  in the
recitals of this Agreement.

                  "Equipment"  shall  mean  any  "equipment,"  as  such  term is
defined in the  Uniform  Commercial  Code as in effect on the date hereof in the
State of New York,  now or hereafter  owned by any  Assignor  and, in any event,
shall  include,  but  shall  not  be  limited  to,  all  machinery,   equipment,
furnishings,  fixtures and  vehicles now or hereafter  owned by any Assignor and
any and all additions,  substitutions  and replacements of any of the foregoing,
wherever located,  together with all attachments,  components,  parts, equipment
and accessories installed thereon or affixed thereto.

                  "Event of Default" shall mean any Event of Default under,  and
as defined  in, the Credit  Agreement  and shall in any event  include,  without
limitation,  any  payment  default  on any of the  Other  Obligations  after the
expiration of any applicable grace period.

                  "General  Intangibles"  shall have the meaning provided in the
Uniform Commercial Code as in effect on the date hereof in the State of New York
(and shall include all partnership  interests and all limited  liability company
and membership interests).

     "Goods" shall have the meaning  provided in the Uniform  Commercial Code as
in effect on the date hereof in the State of New York.

                  "Indemnitee" shall have the meaning provided in Section 8.1 of
this Agreement.

                  "Instrument"  shall have the  meaning  provided in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

                  "Inventory" shall mean  merchandise,  inventory and goods, and
all  additions,   substitutions  and  replacements  thereof,  wherever  located,
together with all goods,  supplies,  incidentals,  packaging materials,  labels,
materials  and any other  items  used or usable  in  manufacturing,  processing,
packaging or shipping  same,  in all stages of  production -- from raw materials
through  work-in-process  to finished  goods -- and all products and proceeds of
whatever  sort  and  wherever  located  and any  portion  thereof  which  may be
returned,  rejected,  reclaimed or repossessed by the Collateral  Agent from any
Assignor's  customers,  and shall  specifically  include all "inventory" as such
term is defined in the Uniform  Commercial  Code as in effect on the date hereof
in the State of New York, now or hereafter owned by any Assignor.

                  "Investment  Property" shall have the meaning  provided in the
Uniform  Commercial  Code as in  effect  on the date  hereof in the State of New
York.


<PAGE>

                  "Irish  Borrower"  shall  have  the  meaning  provided  in the
recitals of this Agreement.

                  "Lender  Creditors"  shall have the  meaning  provided  in the
recitals of this Agreement.

                  "Lenders"  shall have the meaning  provided in the recitals of
this Agreement.

                  "Liens" shall mean any security  interest,  mortgage,  pledge,
lien, claim, charge, encumbrance,  title retention agreement,  lessor's interest
in a  financing  lease or  analogous  instrument,  in, of, or on any  Assignor's
property.

                  "Marks" shall mean all right, title and interest in and to any
trademarks,  service marks and trade names now held or hereafter acquired by any
Assignor,  including any  registration  or application  for  registration of any
trademarks  and service  marks now held or  hereafter  acquired by an  Assignor,
which are  registered in the United  States  Patent and Trademark  Office or the
equivalent  thereof in any state of the United States or any foreign  equivalent
office;  as well as any  unregistered  marks used by any  Assignor and any trade
dress  including  logos,  designs,  company names,  business  names,  fictitious
business names and other business identifiers used by any Assignor.

                  "Obligations"  shall mean (i) the full and prompt payment when
due  (whether at the stated  maturity,  by  acceleration  or  otherwise)  of all
obligations and indebtedness (including,  without limitation,  indemnities, Fees
and  interest  thereon) of each  Assignor to the Lender  Creditors,  whether now
existing or hereafter incurred under,  arising out of, or in connection with the
Credit  Agreement  and the other Credit  Documents  to which such  Assignor is a
party  (including all such  obligations and  indebtedness of such Assignor under
each Guaranty to which it is a party) and the due  performance and compliance by
such Assignor with all of the terms,  conditions and agreements contained in the
Credit  Agreement and in such other Credit  Documents (all such  obligations and
liabilities   under  this  clause  (i),  except  to  the  extent  consisting  of
obligations or indebtedness with respect to Interest Rate Protection  Agreements
or Other  Hedging  Agreements,  being  herein  collectively  called the  "Credit
Document  Obligations");  (ii) the full and prompt  payment when due (whether at
the stated  maturity,  by  acceleration  or  otherwise) of all  obligations  and
liabilities owing by such Assignor to the Other Creditors under, or with respect
to (including by reason of any Guaranty to which such Assignor is a party),  any
Interest  Rate  Protection  Agreement or Other Hedging  Agreement,  whether such
Interest  Rate  Protection  Agreement  or  Other  Hedging  Agreement  is  now in
existence or hereafter  arising,  and the due performance and compliance by such
Assignor with all of the terms, conditions and agreements contained therein (all
such  obligations  and  liabilities  described  in this clause (ii) being herein
collectively called the "Other Obligations"); (iii) any and all sums advanced by
the  Assignee in order to preserve  the  Collateral  or  preserve  its  security
interest  in the  Collateral;  (iv)  in the  event  of any  proceeding  for  the
collection or enforcement of any  indebtedness,  obligations,  or liabilities of
such  Assignor  referred  to in clauses  (i) and (ii)  above,  after an Event of
Default  shall have  occurred  and be  continuing,  the  reasonable  expenses of
retaking,  holding,  preparing for sale or lease, selling or otherwise disposing
of or  realizing  on the  Collateral,  or of any exercise by the Assignee of its
rights hereunder,  together with reasonable attorneys' fees and court costs; and
(v) all amounts paid by any Indemnitee as to which such Indemnitee has the right
to reimbursement under Section 8.1 of this Agreement;  it being acknowledged and
agreed that the  "Obligations"  shall include  extensions of credit of the types
described above,  whether  outstanding on the date of this Agreement or extended
from time to time after the date of this Agreement.



<PAGE>

     "Other  Creditors"  shall have the meaning provided in the recitals of this
Agreement.

     "Other  Obligations"  shall have the meaning  provided in the definition of
"Obligations"  in this Article IX.  "Patents" shall mean any patent to which any
Assignor now or hereafter has title and any divisions or continuations  thereof,
as well as any application for a patent now or hereafter made by any Assignor.

                  "Permits"  shall mean, to the extent  permitted to be assigned
by the terms  thereof or by  applicable  law,  all  licenses,  permits,  rights,
orders,  variances,  franchises or  authorizations  of or from any  governmental
authority or agency.

                  "Primary  Obligations"  shall  have the  meaning  provided  in
Section 7.4(b) of this Agreement.

                  "Pro Rata Share"  shall have the  meaning  provided in Section
7.4(b) of this Agreement.

                  "Proceeds"  shall have the  meaning  provided  in the  Uniform
Commercial  Code as in  effect  in the  State of New York on the date  hereof or
under other relevant law and, in any event,  shall  include,  but not be limited
to, (i) any and all proceeds of any insurance,  indemnity,  warranty or guaranty
payable to the  Collateral  Agent or any Assignor from time to time with respect
to any of the  Collateral,  (ii) any and all payments  (in any form  whatsoever)
made or due and payable to any Assignor from time to time in connection with any
requisition,  confiscation,  condemnation,  seizure or  forfeiture of all or any
part of the Collateral by any governmental authority (or any person acting under
color of  governmental  authority) and (iii) any and all other amounts from time
to time paid or payable under or in connection with any of the Collateral.

                  "Proprietary  Information"  shall  mean  all  information  and
know-how worldwide,  including, without limitation, data collections;  technical
data;  manufacturing  data;  research and  development  data;  data  relating to
compositions, processes and formulations,  manufacturing and production know-how
and  experience;   management   know-how;   training  programs;   manufacturing,
engineering and other drawings; specifications;  performance criteria; operating
instructions;  maintenance manuals; technology; technical information; software;
engineering   and  computer   data  and   databases;   design  and   engineering
specifications;  catalogs;  financial,  business and marketing plans; inventions
and invention disclosures.


<PAGE>

                  "Receivables" shall mean any "account" as such term is defined
in the Uniform  Commercial  Code as in effect on the date hereof in the State of
New York,  now or  hereafter  owned by any  Assignor  and,  in any event,  shall
include,  but shall not be limited to, all of such Assignor's  rights to payment
for goods sold or leased or services performed by such Assignor,  whether now in
existence or arising from time to time hereafter, including, without limitation,
rights evidenced by an account,  note,  contract,  security  agreement,  chattel
paper,  or other  evidence of  indebtedness  or security,  together with (a) all
security pledged, assigned,  hypothecated or granted to or held by such Assignor
to secure the foregoing,  (b) all of any Assignor's right, title and interest in
and to any  goods,  the sale of which  gave rise  thereto,  (c) all  guarantees,
endorsements  and  indemnifications  on, or of,  any of the  foregoing,  (d) all
powers of attorney for the execution of any evidence of indebtedness or security
or other writing in connection therewith,  (e) all books, records, ledger cards,
and  invoices  relating  thereto,  (f) all  evidences of the filing of financing
statements and other  statements and the  registration  of other  instruments in
connection  therewith  and  amendments  thereto,  notices to other  creditors or
secured parties,  and certificates from filing or other  registration  officers,
(g) all credit  information,  reports and memoranda relating thereto and (h) all
other writings related in any way to the foregoing.

                  "Representative"  shall have the  meaning  provided in Section
7.4(e) of this Agreement.

                  "Required  Secured  Creditors"  shall  mean  (i) the  Required
Lenders (or, to the extent  required by Section  13.12 of the Credit  Agreement,
each of the Lenders) under the Credit  Agreement so long as any Credit  Document
Obligations  remain  outstanding  and (ii) in any  situation  not covered by the
preceding  clause (i),  the holders of a majority of the  outstanding  principal
amount of the Other Obligations.

                  "Requisite  Creditors"  shall  have the  meaning  provided  in
Section 10.2 of this Agreement.

                  "Secondary  Obligations"  shall have the  meaning  provided in
Section 7.4(b) of this Agreement.

                  "Secured  Creditors"  shall have the  meaning  provided in the
recitals of this Agreement.

                  "Secured  Debt   Agreements"   shall  mean  and  include  this
Agreement,   the  other  Credit  Documents  and  the  Interest  Rate  Protection
Agreements and Other Hedging Agreements.

                  "Termination  Date" shall have the meaning provided in Section
10.8 of this Agreement.

                  "Trade  Secrets" means any secretly held existing  engineering
and other data,  information,  production procedures and other know-how relating
to the design, manufacture,  assembly,  installation, use, operation, marketing,
sale and servicing of any products or business of an Assignor  worldwide whether
written or not written.


<PAGE>

                  "Trade Secret  Rights" shall mean the rights of an Assignor in
any Trade Secret it holds.

                  "UCC" shall mean the Uniform Commercial Code as in effect from
time to time in the relevant jurisdiction.

                  "US Borrower" shall have the meaning  provided in the recitals
of this Agreement.

                                   ARTICLE X

                                  MISCELLANEOUS

                  10.1.  Notices.  Except as  otherwise  specified  herein,  all
notices,  requests,  demands or other  communications  to or upon the respective
parties hereto shall be sent or delivered by mail, telegraph,  telex,  telecopy,
cable or  overnight  courier  service and all such  notices  and  communications
shall,  when  mailed,  telegraphed,  telexed,  telecopied,  or cabled or sent by
overnight  courier,  be effective when deposited in the mails,  delivered to the
telegraph company,  cable company or overnight  courier,  as the case may be, or
sent by telex or telecopier  and when mailed shall be effective  three  Business
Days following deposit in the mail with proper postage,  except that notices and
communications  to the  Collateral  Agent or any Assignor shall not be effective
until received by the Collateral Agent or such Assignor, as the case may be. All
notices and other communications shall be in writing and addressed as follows:

                  (a)      if to any Assignor, at:

                           c/o SITEL Corporation
                           111 South Calvert Street
                           Suite 1900
                           Baltimore, Maryland  21202
                           Attention:  President
                           Telephone No.:   (410) 246-1505
                           Telecopier No.:   (410) 246-0200

                  (b)      if to the Collateral Agent, at:

                           Bankers Trust Company
                           One Bankers Trust Plaza
                           New York, New York  10006
                           Attention:  David Bell
                           Tel. No.:    (212) 250-9048
                           Fax. No.:    (212) 250-7218;

               (c) if to any Lender  Creditor,  at such  address as such  Lender
          Creditor shall have specified in the Credit Agreement;


<PAGE>

               (d) if to any  Other  Creditor,  at such  address  as such  Other
          Creditor  shall have  specified  in writing to each  Assignor  and the
          Collateral Agent;

or at such other  address as shall have been  furnished in writing by any Person
described above to the party required to give notice hereunder.

                  10.2. Waiver;  Amendment.  None of the terms and conditions of
this  Agreement  may be  changed,  waived,  modified  or  varied  in any  manner
whatsoever  unless in writing  duly signed by each  Assignor  directly  affected
thereby  and the  Collateral  Agent (with the  written  consent of the  Required
Secured Creditors);  provided, however, that any change, waiver, modification or
variance  affecting  the  rights  and  benefits  of a single  Class  of  Secured
Creditors  (and not all Secured  Creditors  in a like or similar  manner)  shall
require the written  consent of the Requisite  Creditors of such affected Class.
For the purpose of this  Agreement,  the term  "Class"  shall mean each class of
Secured  Creditors,  i.e.,  whether (x) the Lender  Creditors  as holders of the
Credit  Document  Obligations  or (y) the Other  Creditors as the holders of the
Other  Obligations.  For the  purpose  of this  Agreement,  the term  "Requisite
Creditors"  of any Class  shall  mean  each of (x) with  respect  to the  Credit
Document  Obligations,  the  Required  Lenders and (y) with respect to the Other
Obligations,  the holders of at least a majority of all obligations  outstanding
from time to time under the respective  Interest Rate  Protection  Agreements or
Other Hedging Agreements.

                  10.3.  Obligations Absolute.  The obligations of each Assignor
hereunder shall remain in full force and effect without regard to, and shall not
be impaired by, (a) any  bankruptcy,  insolvency,  reorganization,  arrangement,
readjustment,  composition,  liquidation or the like of such  Assignor;  (b) any
exercise  or  non-exercise,  or any  waiver  of,  any  right,  remedy,  power or
privilege  under or in  respect  of this  Agreement  or any other  Secured  Debt
Agreement; or (c) any amendment to or modification of any Secured Debt Agreement
or any security for any of the  Obligations;  whether or not such Assignor shall
have notice or knowledge of any of the foregoing.

                  10.4.  Successors and Assigns. This Agreement shall be binding
upon each  Assignor  and its  successors  and assigns  (although no Assignor may
assign its rights and  obligations  hereunder) and shall inure to the benefit of
the Collateral Agent and the Secured  Creditors and their respective  successors
and assigns. All agreements, statements,  representations and warranties made by
each Assignor herein or in any certificate or other instrument delivered by such
Assignor or on its behalf under this Agreement  shall be considered to have been
relied  upon by the  Secured  Creditors  and shall  survive  the  execution  and
delivery of this Agreement and the other Secured Debt  Agreements  regardless of
any investigation made by the Secured Creditors or on their behalf.

                  10.5.  Headings  Descriptive.  The  headings  of  the  several
sections of this  Agreement are inserted for  convenience  only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

                  10.6.  Governing  Law.  THIS  AGREEMENT  AND  THE  RIGHTS  AND
OBLIGATIONS  OF THE  PARTIES  HEREUNDER  SHALL  BE  CONSTRUED  AND  ENFORCED  IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


<PAGE>

                  10.7.  Assignor's  Duties.  It is expressly  agreed,  anything
herein  contained  to the contrary  notwithstanding,  that each  Assignor  shall
remain  liable to perform  all of the  obligations,  if any,  assumed by it with
respect  to  the  Collateral  and  the  Collateral  Agent  shall  not  have  any
obligations  or  liabilities  with  respect  to any  Collateral  by reason of or
arising out of this  Agreement,  nor shall the  Collateral  Agent be required or
obligated  in any manner to perform or  fulfill  any of the  obligations  of any
Assignor under or with respect to any Collateral.

                  10.8.  Termination;  Release.  (a) After the Termination Date,
this  Agreement  and  the  security  interest  created  hereby  shall  terminate
(provided that all indemnities set forth herein including,  without  limitation,
in Section 8.1 hereof shall survive such  termination) and the Collateral Agent,
at the request and expense of the respective Assignor, will promptly execute and
deliver to such Assignor a proper instrument or instruments  (including  Uniform
Commercial  Code  termination   statements  on  form  UCC-3)  acknowledging  the
satisfaction and termination of this Agreement,  and will duly assign,  transfer
and deliver to such Assignor (without recourse and without any representation or
warranty)  such of the  Collateral as may be in the possession of the Collateral
Agent and as has not  theretofore  been sold or  otherwise  applied or  released
pursuant to this Agreement. As used in this Agreement,  "Termination Date" shall
mean the date upon which the Total  Revolving  Loan  Commitment and all Interest
Rate Protection Agreements and Other Hedging Agreements have been terminated, no
Note is  outstanding  (and all Loans have been  repaid in full),  all Letters of
Credit have been terminated and all  Obligations  then due and payable have been
paid in full.

                  (b) In the event  that any part of the  Collateral  is sold in
connection with a sale permitted by Section 9.02 of the Credit  Agreement (other
than a sale to any  Assignor or a Subsidiary  thereof) or otherwise  released at
the direction of the Required Secured Creditors and the proceeds of such sale or
sales or from such release are applied in accordance  with the provisions of the
Credit Agreement,  to the extent required to be so applied, such Collateral will
be sold free and clear of the Liens created by this Agreement and the Collateral
Agent,  at the  request  and  expense of the  relevant  Assignor,  will duly and
promptly  assign,  transfer and deliver to such Assignor  (without  recourse and
without any  representation or warranty) such of the Collateral as is then being
(or has  been)  so  sold  or  released  and as may be in the  possession  of the
Collateral  Agent  and  has  not  theretofore  been  released  pursuant  to this
Agreement.

                  (c) At any time that an Assignor  desires that the  Collateral
Agent take any action to acknowledge or give effect to any release of Collateral
pursuant to the foregoing Section 10.8(a) or (b), such Assignor shall deliver to
the Collateral  Agent a certificate  signed by a senior officer of such Assignor
stating that the release of the respective  Collateral is permitted  pursuant to
Section 10.8(a) or (b) hereof.

                  10.9.  Counterparts.  This  Agreement  may be  executed in any
number  of  counterparts  and  by  the  different  parties  hereto  on  separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of
counterparts  executed  by all the  parties  hereto  shall be  lodged  with each
Assignor and the Collateral Agent.




<PAGE>

                  10.10. Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

                  10.11. The Collateral Agent. The Collateral Agent will hold in
accordance  with this Agreement all items of the Collateral at any time received
under this Agreement. It is expressly understood and agreed that the obligations
of the Collateral  Agent as holder of the  Collateral and interests  therein and
with respect to the disposition thereof, and otherwise under this Agreement, are
only those expressly set forth in this Agreement and in Section 12 of the Credit
Agreement.  The Collateral Agent shall act hereunder and thereunder on the terms
and conditions set forth herein and in Section 12 of the Credit Agreement.

     10.12.  Benefit of  Agreement.  This  Agreement  shall be binding  upon the
parties  hereto and their  respective  successors and assigns and shall inure to
the  benefit  of and be  enforceable  by  each  of the  parties  hereto  and its
successors and assigns.

                  10.13.  Additional Assignors. It is understood and agreed that
any  Subsidiary of the US Borrower that is required to execute a counterpart  of
this  Agreement  after the date hereof  pursuant to the Credit  Agreement  shall
become an Assignor  hereunder by executing a counterpart  hereof and  delivering
the same to the Collateral Agent.

<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed and delivered by their duly  authorized  officers as of
the date first above written.

                           SITEL CORPORATION,
                           as an Assignor

                           By:  /s/ Nan A. Kreamer

                                   Title:   Vice President

                           NATIONAL ACTION FINANCIAL SERVICES, INC.,
                           as an Assignor

                           By:  /s/ Nan A. Kreamer

                           Title: Assistant Secretary

                            FINANCIAL INSURANCE SERVICES, INC.,
                            as an Assignor

                            By:  /s/ Nan A. Kreamer

                                    Title:   Vice President

                            SEEK THE GEEK, INC.,
                            as an Assignor

                            By:  /s/ Nan A. Kreamer

                                    Title:   Vice President

                            SITEL INSURANCE MARKETING SERVICES, INC.,
                            as an Assignor

                            By:  /s/ Nan A. Kreamer

                                    Title:   Vice President

                            SITEL INSURANCE SERVICES, INC.,
                            as an Assignor

                            By:  /s/ Nan A. Kreamer

                                    Title:   Vice President

<PAGE>

                            SITEL INTERNATIONAL, INC., as an Assignor


                            By:  /s/ Nan A. Kreamer

                                    Title:   Vice President

                            SITEL MEXICO HOLDINGS LLC,
                            as an Assignor

                            By:    SITEL (BVI) International, Inc.,
                                   the sole member of SITEL Mexico Holdings LLC

                         By: SITEL International, Inc.,
                            the sole director of SITEL (BVI) International, Inc.


                                            By:  /s/ Nan A. Kreamer

                                                    Title:   Vice President

Accepted and Agreed to:

BANKERS TRUST COMPANY,
as Assignee and Collateral Agent

By:  /s/ Pam Divino

    Title:  Vice President


<PAGE>

ANNEX A
to
SECURITY AGREEMENT

                       SCHEDULE OF CHIEF EXECUTIVE OFFICES

                           AND OTHER RECORD LOCATIONS


<PAGE>

ANNEX B
to
SECURITY AGREEMENT

                  SCHEDULE OF INVENTORY AND EQUIPMENT LOCATIONS


<PAGE>

ANNEX C
to
SECURITY AGREEMENT

                     SCHEDULE OF TRADE AND FICTITIOUS NAMES

TRADE NAMES

FICTITIOUS NAMES


<PAGE>

ANNEX D
to
SECURITY AGREEMENT

                                SCHEDULE OF MARKS

I.

Marks                      Country                            Registration No.
-----                      -------                            ----------------



II.

Marks                      Country                            Registration No.
-----                      -------                            ----------------



III.


<PAGE>

ANNEX E
to
SECURITY AGREEMENT

                               SCHEDULE OF PATENTS

                                      None.


<PAGE>

ANNEX F
to
SECURITY AGREEMENT

                             SCHEDULE OF COPYRIGHTS

                                      None.


<PAGE>

ANNEX G
to
SECURITY AGREEMENT

                           GRANT OF SECURITY INTEREST

                     IN UNITED STATES TRADEMARKS AND PATENTS

                  FOR GOOD AND VALUABLE  CONSIDERATION,  receipt and sufficiency
of which are hereby acknowledged, [Name of Grantor], a __________ _________ (the
"Grantor") with principal offices at ____________________________, hereby grants
to Bankers Trust Company,  as Collateral  Agent,  with principal  offices at One
Bankers  Trust  Plaza,  130  Liberty  Street,  New  York,  New York  10006  (the
"Grantee"),  a security  interest in (i) all of the Grantor's  right,  title and
interest in and to the United States  trademarks,  trademark  registrations  and
trademark  applications  (the "Marks") set forth on Schedule A attached  hereto,
(ii) all of the Grantor's rights, title and interest in and to the United States
patents (the  "Patents") set forth on Schedule B attached  hereto,  in each case
together  with  (iii) all  Proceeds  (as such term is  defined  in the  Security
Agreement  referred to below) and  products of the Marks and  Patents,  (iv) the
goodwill  of the  businesses  with  which the Marks are  associated  and (v) all
causes of action arising prior to or after the date hereof for  infringement  of
any of the Marks and Patents or unfair competition regarding the same.

                  THIS GRANT is made to secure the satisfactory  performance and
payment of all the  Obligations  of the Grantor,  as such term is defined in the
Security  Agreement  among the Grantor,  the other  assignors  from time to time
party thereto and the Grantee,  dated as of April 11, 2000 (as amended from time
to time, the "Security Agreement").  Upon the occurrence of the Termination Date
(as  defined  in  the  Security   Agreement),   the  Grantee  shall,  upon  such
satisfaction,  execute, acknowledge, and deliver to the Grantor an instrument in
writing  releasing the security interest in the Marks and Patents acquired under
this Grant.

                  This Grant has been granted in  conjunction  with the security
interest  granted to the Grantee  under the Security  Agreement.  The rights and
remedies of the Grantee with respect to the security interest granted herein are
as set forth in the Security  Agreement,  all terms and  provisions of which are
incorporated herein by reference. In the event that any provisions of this Grant
are deemed to  conflict  with the  Security  Agreement,  the  provisions  of the
Security Agreement shall govern.

                                      * * *



<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this Grant as of the ____
day of _________, ____. [NAME OF GRANTOR], Grantor

                                          By___________________________
                                              Name:
                                              Title:



                                          BANKERS TRUST COMPANY,
                                            as Collateral Agent and Grantee

                                          By___________________________
                                              Name:
                                              Title:

<PAGE>
STATE OF NEW YORK )
                                    )  ss.:
COUNTY OF NEW YORK         )



                  On this ____ day of _________, ____, before me personally came
________  ________________  who,  being by me duly sworn,  did state as follows:
that [s]he is ______________  of [Name of Grantor],  that [s]he is authorized to
execute the foregoing Grant on behalf of said ____________ and that [s]he did so
by authority of the Board of Directors of said ____________.

                                                     -------------------------
                                                     Notary Public


<PAGE>


STATE OF NEW YORK )
                                    )  ss.:
COUNTY OF NEW YORK         )



                  On this ____ day of _________, ____, before me personally came
________  _____________________  who,  being  by me duly  sworn,  did  state  as
follows: that [s]he is __________________ of Bankers Trust Company that [s]he is
authorized to execute the foregoing Grant on behalf of said corporation and that
[s]he did so by authority of the Board of Directors of said corporation.

                                         ----------------------------
                                                      Notary Public


<PAGE>

SCHEDULE A
MARK                                        REG. NO.              REG. DATE
----                                        --------              ---------


SITEL                                       1,448,816             July 21, 1987


We Speak Your Language                      75/320,679            July 7, 1997



<PAGE>
SCHEDULE B
PATENT                                      PATENT NO.                ISSUE DATE
------                                      ----------                ----------


None


<PAGE>

ANNEX H

to

SECURITY AGREEMENT

                           GRANT OF SECURITY INTEREST

                           IN UNITED STATES COPYRIGHTS

                  WHEREAS,  [Name of Grantor],  a _______________  _____________
(the  "Grantor"),  having its chief executive  office at , , is the owner of all
right,  title and interest in and to the United States copyrights and associated
United States  copyright  registrations  and  applications  for registration set
forth in Schedule A attached hereto;

                  WHEREAS,  BANKERS TRUST COMPANY,  as Collateral Agent,  having
its principal offices at One Bankers Trust Plaza, 130 Liberty Street,  New York,
New York 10006 (the "Grantee"),  desires to acquire a security  interest in said
copyrights and copyright registrations and applications therefor; and

                  WHEREAS,  the  Grantor is  willing  to grant to the  Grantee a
security  interest in and lien upon the copyrights  and copyright  registrations
and applications therefor described above.

                  NOW,  THEREFORE,  for good  and  valuable  consideration,  the
receipt of which is hereby acknowledged, and subject to the terms and conditions
of the Security Agreement,  dated as of April 11, 2000, made by the Grantor, the
other assignors from time to time party thereto and the Grantee (as amended from
time to time,  the  "Security  Agreement"),  the  Grantor  hereby  grants to the
Grantee as collateral  security,  and grants to the Assignee a security interest
in, the copyrights and copyright  registrations  and  applications  therefor set
forth in Schedule A attached hereto.

                  This Grant has been granted in  conjunction  with the security
interest  granted to the Grantee  under the Security  Agreement.  The rights and
remedies of the Grantee with respect to the security interest granted herein are
as set forth in the Security  Agreement,  all terms and  provisions of which are
incorporated herein by reference. In the event that any provisions of this Grant
are deemed to  conflict  with the  Security  Agreement,  the  provisions  of the
Security Agreement shall govern.


<PAGE>
                  Executed at New York, New York, the __ day of _________, ____.

                                              [NAME OF GRANTOR], as Grantor

                                                  By__________________________
                                                       Name:
                                                       Title:

                                     BANKERS TRUST COMPANY, as
                                        Collateral Agent and Grantee

                                                   By__________________________
                                                          Name:
                                                          Title:



<PAGE>



STATE OF NEW YORK )
                                    ) ss.:
COUNTY OF NEW YORK         )



                  On this __ day of _________,  ____,  before me personally came
___________ _______________, who being duly sworn, did depose and say that [s]he
is ___________________ of [Name of Grantor], that [s]he is authorized to execute
the  foregoing  Grant on behalf  of said  corporation  and that  [s]he did so by
authority of the Board of Directors of said corporation.

                                         -------------------------
                                                      Notary Public


<PAGE>

STATE OF NEW YORK )
                                    )  ss.:
COUNTY OF NEW YORK         )


                  On this ____ day of _________, ____, before me personally came
________  _____________________  who,  being  by me duly  sworn,  did  state  as
follows: that [s]he is __________________ of Bankers Trust Company that [s]he is
authorized to execute the foregoing  Grant on behalf of said __________ and that
[s]he did so by authority of the Board of Directors of said _____________.

                                                  ----------------------------
                                                               Notary Public


<PAGE>
SCHEDULE A
                                 U.S. COPYRIGHTS

            REGISTRATION                        PUBLICATION
             NUMBERS                             DATE            COPYRIGHT TITLE
             ---------                      --------------       ---------------


              None


<PAGE>

                               TABLE OF CONTENTS

                                                                            Page

ARTICLE I  SECURITY INTERESTS..................................................2

         1.1.  Grant of Security Interests.....................................2
         1.2.  Power of Attorney...............................................2

ARTICLE II  GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS..................3

         2.1.  Necessary Filings...............................................3
         2.2.  No Liens........................................................3
         2.3.  Other Financing Statements......................................3
         2.4.  Chief Executive Office, Record Locations........................3
         2.5.  Location of Inventory and Equipment.............................4
         2.6.  Recourse........................................................4
         2.7.  Trade Names; Change of Name.....................................4

ARTICLE III  SPECIAL PROVISIONS CONCERNING RECEIVABLES;
                  CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER..................5

         3.1.  Additional Representations and Warranties.......................5
         3.2.  Maintenance of Records..........................................5
         3.3.  Direction to Account Debtors; Contracting Parties; etc..........5
         3.4.  Modification of Terms; etc......................................6
         3.5.  Collection......................................................6
         3.6.  Instruments.....................................................6
         3.7.  Assignors Remain Liable Under Receivables.......................6
         3.8.  Assignors Remain Liable Under Contracts.........................7
         3.9.  Protection of the Collateral Agent's Security...................7
         3.10.  Further Actions................................................7

ARTICLE IV  SPECIAL PROVISIONS CONCERNING TRADEMARKS...........................7

         4.1.  Additional Representations and Warranties.......................7
         4.2.  Licenses and Assignments........................................8
         4.3.  Infringements...................................................8
         4.4.  Preservation of Marks...........................................8
         4.5.  Maintenance of Registration.....................................8
         4.6.  Future Registered Marks.........................................8
         4.7.  Remedies........................................................9


<PAGE>


ARTICLE V  SPECIAL PROVISIONS CONCERNING
                  PATENTS, COPYRIGHTS AND TRADE SECRETS........................9

         5.1.  Additional Representations and Warranties.......................9
         5.2.  Licenses and Assignments.......................................10
         5.3.  Infringements..................................................10
         5.4.  Maintenance of Patents or Copyrights...........................10
         5.5.  Prosecution of Patent Applications.............................10
         5.6.  Other Patents and Copyrights...................................10
         5.7.  Remedies.......................................................10

ARTICLE VI  PROVISIONS CONCERNING ALL COLLATERAL..............................11

         6.1.  Protection of Collateral Agent's Security......................11
         6.2.  Warehouse Receipts Non-negotiable..............................11
         6.3.  Further Actions................................................11
         6.4.  Financing Statements...........................................11

ARTICLE VII  REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT.....................12

         7.1.  Remedies; Obtaining the Collateral Upon Default................12
         7.2.  Remedies; Disposition of the Collateral........................13
         7.3.  Waiver of Claims...............................................14
         7.4.  Application of Proceeds........................................15
         7.5.  Remedies Cumulative............................................17
         7.6.  Discontinuance of Proceedings..................................17

ARTICLE VIII  INDEMNITY.......................................................17

         8.1.  Indemnity......................................................17
         8.2.  Indemnity Obligations Secured by Collateral; Survival..........18

ARTICLE IX  DEFINITIONS.......................................................19


ARTICLE X  MISCELLANEOUS......................................................24

         10.1.  Notices.......................................................24
         10.2.  Waiver; Amendment.............................................25
         10.3.  Obligations Absolute..........................................25
         10.4.  Successors and Assigns........................................26
         10.5.  Headings Descriptive..........................................26
         10.6.  Governing Law.................................................26
         10.7.  Assignor's Duties.............................................26
         10.8.  Termination; Release..........................................26
         10.9.  Counterparts..................................................27
         10.10.  Severability.................................................27
         10.11.  The Collateral Agent.........................................27
         10.12.  Benefit of Agreement.........................................27
         10.13.  Additional Assignors.........................................27

<PAGE>

ANNEX A Schedule of Chief  Executive  Offices/Record  Locations
ANNEX B          Schedule of Inventory and Equipment  Location
ANNEX C Schedule of Trade and  Fictitious  Names
ANNEX D Schedule  of Marks
ANNEX E Schedule of Patent
ANNEX F Schedule of Copyrights
ANNEX G Form of Grant of Security Interest in United States Trademarks and
        Patents
ANNEX H           Form of Grant of Security Interest in United States
                           Copyrights


<PAGE>

                            US SUBSIDIARIES GUARANTY EXHIBIT I-1

                  US  SUBSIDIARIES  GUARANTY,  dated  as of April  11,  2000 (as
amended,  modified or supplemented from time to time, this "Guaranty"),  made by
each of the undersigned  guarantors  (each a "Guarantor,"  and together with any
other entity that becomes a guarantor  hereunder  pursuant to Section 26 hereof,
the  "Guarantors").  Except as otherwise defined herein,  capitalized terms used
herein and  defined in the Credit  Agreement  (as defined  below)  shall be used
herein as therein defined.

                                                         W I T N E S S E T H :
                                                         - - - - - - - - - -


                  WHEREAS,  SITEL Corporation (the "US Borrower"),  SITEL Europe
plc (the  "English  Borrower"),  SITEL TMS Limited  (the "Irish  Borrower"  and,
together with the US Borrower and the English Borrower,  the  "Borrowers"),  the
lenders  from time to time party  thereto  (the  "Lenders"),  and Bankers  Trust
Company,  as  Administrative  Agent (together with any successor  administrative
agent, the "Administrative Agent"), have entered into a Credit Agreement,  dated
as of April 11, 2000 (as amended,  modified,  or supplemented from time to time,
the "Credit Agreement"), providing for the making of Loans to the Borrowers, and
the  issuance of Letters of Credit for the account of the US  Borrower,  in each
case as contemplated  therein (the Lenders,  the Collateral  Agent,  the Issuing
Lenders and the Administrative Agent are herein called the "Lender Creditors");

                  WHEREAS,  the US Borrower or any Domestic  Subsidiary  thereof
may at any time and  from  time to time  enter  into one or more  Interest  Rate
Protection  Agreements or Other Hedging  Agreements  with one or more Lenders or
any affiliate  thereof (each such Lender or  affiliate,  even if the  respective
Lender  subsequently  ceases to be a Lender under the Credit  Agreement  for any
reason,  together with such Lender's or affiliate's  successors and assigns,  if
any,  collectively,   the  "Other  Creditors,"  and  together  with  the  Lender
Creditors, the "Secured Creditors");

     WHEREAS,  each Guarantor is a direct or indirect Domestic Subsidiary of the
US Borrower;

                  WHEREAS,  it is a  condition  to the  making  of Loans and the
issuance of Letters of Credit  under the Credit  Agreement  that each  Guarantor
shall have executed and delivered this Guaranty; and

                  WHEREAS,   each  Guarantor  will  obtain   benefits  from  the
incurrence  of Loans by, and the  issuance  of Letters of Credit for the account
of, the US Borrower  under the Credit  Agreement and the entering into by the US
Borrower and/or its Domestic Subsidiaries of Interest Rate Protection Agreements
and Other Hedging Agreements and, accordingly,  desires to execute this Guaranty
in order to satisfy the conditions described in the preceding paragraph;

                  NOW,  THEREFORE,  in  consideration of the foregoing and other
benefits  accruing to each  Guarantor,  the receipt and sufficiency of which are
hereby acknowledged,  each Guarantor hereby makes the following  representations
and  warranties to the Secured  Creditors  and hereby  covenants and agrees with
each Secured Creditor as follows:




<PAGE>


                  1.  Each  Guarantor,   jointly  and  severally,   irrevocably,
absolutely and unconditionally  guarantees: (i) to the Lender Creditors the full
and prompt payment when due (whether at the stated maturity,  by acceleration or
otherwise) of (x) the principal of,  premium,  if any, and interest on the Notes
issued by, and the Loans made to, the US  Borrower  under the Credit  Agreement,
and all reimbursement obligations and Unpaid Drawings with respect to Letters of
Credit  issued  under  the  Credit  Agreement  and  (y)  all  other  obligations
(including obligations which, but for the automatic stay under Section 362(a) of
the Bankruptcy  Code, would become due),  liabilities and indebtedness  owing by
the US Borrower to the Lender Creditors under the Credit Agreement and any other
Credit  Document  to  which  the US  Borrower  is a  party  (including,  without
limitation,  indemnities,  Fees and interest  thereon),  whether now existing or
hereafter  incurred  under,  arising  out of or in  connection  with the  Credit
Agreement  and any  such  other  Credit  Document  and the due  performance  and
compliance by the US Borrower with all of the terms,  conditions  and agreements
contained in all such Credit Documents (all such principal,  premium,  interest,
liabilities,  indebtedness and obligations being herein  collectively called the
"Credit  Document  Obligations");  and (ii) to each Other  Creditor the full and
prompt  payment when due (whether at the stated  maturity,  by  acceleration  or
otherwise)  of  all  obligations  (including  obligations  which,  but  for  the
automatic stay under Section 362(a) of the Bankruptcy  Code,  would become due),
liabilities and indebtedness owing by the US Borrower or any Domestic Subsidiary
thereof  under  any  Interest  Rate  Protection   Agreement  and  Other  Hedging
Agreement,   whether  now  in  existence  or  hereafter  arising,  and  the  due
performance and compliance by the US Borrower and each such Domestic  Subsidiary
with all of the terms,  conditions and agreements contained in the Interest Rate
Protection  Agreements  and Other  Hedging  Agreements  (all  such  obligations,
liabilities  and  indebtedness  being  herein  collectively  called  the  "Other
Obligations," and together with the Credit Document Obligations, the "Guaranteed
Obligations").  Each Guarantor understands, agrees and confirms that the Secured
Creditors  may enforce  this  Guaranty  up to the full amount of the  Guaranteed
Obligations   against  such  Guarantor  without  proceeding  against  any  other
Guarantor,  the US  Borrower or any  Domestic  Subsidiary  thereof,  against any
security for the Guaranteed  Obligations,  or under any other guaranty  covering
all or a portion of the Guaranteed Obligations.

                  2.  Additionally,   each  Guarantor,  jointly  and  severally,
unconditionally,  absolutely and irrevocably,  guarantees the payment of any and
all Guaranteed  Obligations  whether or not due or payable by the US Borrower or
any  Domestic  Subsidiary  thereof  upon the  occurrence  in  respect  of the US
Borrower  or any such  Domestic  Subsidiary  of any of the events  specified  in
Section 10.05 of the Credit  Agreement,  and  unconditionally  and  irrevocably,
jointly  and  severally,  promises  to pay such  Guaranteed  Obligations  to the
Secured  Creditors,  or order,  on demand.  This  Guaranty  shall  constitute  a
guaranty of payment, and not of collection.

                  3.  The  liability  of each  Guarantor  hereunder  is primary,
absolute and  unconditional and is exclusive and independent of any security for
or  other  guaranty  of the  indebtedness  of the US  Borrower  or any  Domestic
Subsidiary thereof whether executed by such Guarantor,  any other Guarantor, any
other  guarantor or by any other  party,  and the  liability  of each  Guarantor
hereunder  shall not be affected or impaired by any  circumstance  or occurrence
whatsoever,  including,  without limitation: (a) any direction as to application
of payment by the US  Borrower,  by any  Domestic  Subsidiary  thereof or by any
other party, (b) any other continuing or other guaranty,  undertaking or maximum
liability of a guarantor or of any other party as to the Guaranteed Obligations,
(c) any payment on or in  reduction of any such other  guaranty or  undertaking,
(d) any dissolution, termination or increase, decrease or change in personnel by
the US Borrower or any Domestic Subsidiary thereof,  (e) any payment made to any
Secured  Creditor on the  indebtedness  which any Secured Creditor repays the US
Borrower  or any  Domestic  Subsidiary  thereof  pursuant  to court order in any
bankruptcy,  reorganization,  arrangement,  moratorium  or other  debtor  relief
proceeding,  and each Guarantor waives any right to the deferral or modification
of its obligations hereunder by reason of any such proceeding, (f) any action or
inaction by the Secured Creditors as contemplated in Section 6 hereof or (g) any
invalidity,  irregularity  or  unenforceability  of  all  or  any  part  of  the
Guaranteed Obligations or of any security therefor.


<PAGE>


                  4.   The   obligations   of  each   Guarantor   hereunder  are
independent of the obligations of any other Guarantor,  any other guarantor, the
US Borrower or any Domestic Subsidiary thereof, and a separate action or actions
may be brought and prosecuted  against each  Guarantor  whether or not action is
brought against any other Guarantor, any other guarantor, the US Borrower or any
Domestic  Subsidiary  thereof and whether or not any other Guarantor,  any other
guarantor,  the US Borrower or any Domestic  Subsidiary thereof be joined in any
such action or actions.  Each Guarantor  waives, to the fullest extent permitted
by  applicable  law, the benefits of any statute of  limitations  affecting  its
liability hereunder or the enforcement  thereof.  Any payment by the US Borrower
or any Domestic  Subsidiary thereof or other circumstance which operates to toll
any statute of  limitations  as to the US Borrower or such  Domestic  Subsidiary
shall operate to toll the statute of limitations as to each Guarantor.

                  5.  Each Guarantor  hereby waives notice of acceptance of this
Guaranty  and  notice  of any  liability  to  which  it may  apply,  and  waives
promptness,  diligence,  presentment,  demand  of  payment,  protest,  notice of
dishonor or nonpayment of any such  liabilities,  suit or taking of other action
by the Administrative Agent or any other Secured Creditor against, and any other
notice  to,  any party  liable  thereon  (including  such  Guarantor,  any other
Guarantor,  any other  guarantor,  the US  Borrower or any  Domestic  Subsidiary
thereof).

                  6.  Any Secured Creditor may at any time and from time to time
without  the  consent  of,  or  notice  to,  any  Guarantor,  without  incurring
responsibility to such Guarantor, without impairing or releasing the obligations
of such  Guarantor  hereunder,  upon or without any terms or  conditions  and in
whole or in part:

                  (a) change the manner,  place or terms of payment  of,  and/or
change,  increase or extend the time of payment of,  renew or alter,  any of the
Guaranteed  Obligations  (including  any  increase  or  decrease  in the rate of
interest thereon),  any security therefor, or any liability incurred directly or
indirectly in respect  thereof,  and the guaranty herein made shall apply to the
Guaranteed Obligations as so changed, extended, renewed or altered;

                  (b) take and hold  security for the payment of the  Guaranteed
Obligations and sell,  exchange,  release,  surrender,  impair,  realize upon or
otherwise deal with in any manner and in any order any property by whomsoever at
any time pledged or mortgaged to secure, or howsoever  securing,  the Guaranteed
Obligations  or any  liabilities  (including  any of those  hereunder)  incurred
directly  or  indirectly  in  respect  thereof  or  hereof,  and/or  any  offset
thereagainst;

                  (c) exercise or refrain from exercising any rights against the
US Borrower,  any other Credit Party, any Subsidiary thereof or otherwise act or
refrain from acting;

                  (d)  release  or  substitute   any  one  or  more   endorsers,
Guarantors,  other guarantors,  the US Borrower, any Domestic Subsidiary thereof
or other obligors;

                  (e) settle or compromise  any of the  Guaranteed  Obligations,
any  security  therefor  or any  liability  (including  any of those  hereunder)
incurred  directly  or  indirectly  in  respect  thereof  or  hereof,   and  may
subordinate  the  payment  of all or any  part  thereof  to the  payment  of any
liability  (whether  due or not) of the US Borrower or any  Domestic  Subsidiary
thereof to creditors of the US Borrower or such Domestic  Subsidiary  other than
the Secured Creditors;

                  (f) apply any sums by whomsoever paid or howsoever realized to
any  liability  or  liabilities  of the US Borrower or any  Domestic  Subsidiary
thereof  to the  Secured  Creditors  regardless  of what  liabilities  of the US
Borrower or such Domestic Subsidiary remain unpaid;

                  (g) consent to or waive any breach of, or any act, omission or
default under,  any of the Interest Rate Protection  Agreements or Other Hedging
Agreements,  the  Credit  Documents  or  any of the  instruments  or  agreements
referred  to  therein,  or  otherwise  amend,  modify or  supplement  any of the
Interest Rate  Protection  Agreements or Other  Hedging  Agreements,  the Credit
Documents or any of such other instruments or agreements;


<PAGE>


                  (h)  act or  fail  to act in any  manner  referred  to in this
Guaranty which may deprive such  Guarantor of its right to  subrogation  against
the US Borrower or any Domestic Subsidiary thereof to recover full indemnity for
any payments made pursuant to this Guaranty; and/or

                  (i)  take  any  other  action  which  would,  under  otherwise
applicable principles of common law, give rise to a legal or equitable discharge
of such Guarantor from its liabilities under this Guaranty.

                  7.  This Guaranty is a continuing  one and all  liabilities to
which it  applies  or may apply  under the terms  hereof  shall be  conclusively
presumed  to have been  created in reliance  hereon.  No failure or delay on the
part of any  Secured  Creditor  in  exercising  any  right,  power or  privilege
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any  right,  power or  privilege  hereunder  preclude  any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and  remedies  herein  expressly  specified  are  cumulative  and not
exclusive of any rights or remedies which any Secured  Creditor would  otherwise
have.  No notice to or demand on any  Guarantor  in any case shall  entitle such
Guarantor  to  any  other   further   notice  or  demand  in  similar  or  other
circumstances  or  constitute a waiver of the rights of any Secured  Creditor to
any other or further action in any circumstances without notice or demand. It is
not necessary for any Secured Creditor to inquire into the capacity or powers of
the US Borrower or any Domestic  Subsidiary thereof or the officers,  directors,
partners or agents acting or  purporting to act on its or their behalf,  and any
indebtedness  made or created in reliance  upon the  professed  exercise of such
powers shall be guaranteed hereunder.

                  8.   Any  indebtedness  of the  US  Borrower  or any  Domestic
Subsidiary thereof now or hereafter held by any Guarantor is hereby subordinated
to the  indebtedness  of the US  Borrower  or such  Domestic  Subsidiary  to the
Secured  Creditors,  and such  indebtedness  of the US Borrower or any  Domestic
Subsidiary  thereof  to  any  Guarantor,  if  the  Administrative  Agent  or the
Collateral Agent, after the occurrence and during the continuance of an Event of
Default,  so  requests,  shall  be  collected,  enforced  and  received  by such
Guarantor as trustee for the Secured  Creditors  and be paid over to the Secured
Creditors  on account of the  indebtedness  of the US Borrower or such  Domestic
Subsidiary to the Secured  Creditors,  but without affecting or impairing in any
manner  the  liability  of such  Guarantor  under the other  provisions  of this
Guaranty.  Without  limiting the  generality of the  foregoing,  each  Guarantor
hereby agrees with the Secured  Creditors that it will not exercise any right of
subrogation which it may at any time otherwise have as a result of this Guaranty
(whether  contractual,  under Section 509 of the  Bankruptcy  Code or otherwise)
until all Guaranteed Obligations have been irrevocably paid in full in cash.

                  9.  (a) Each  Guarantor  waives any right  (except as shall be
required  by  applicable  law and  cannot be  waived)  to  require  the  Secured
Creditors  to: (i) proceed  against the US  Borrower,  any  Domestic  Subsidiary
thereof, any other Guarantor,  any other guarantor of the Guaranteed Obligations
or any other party;  (ii) proceed  against or exhaust any security held from the
US Borrower,  any Domestic  Subsidiary thereof,  any other Guarantor,  any other
guarantor of the Guaranteed  Obligations or any other party; or (iii) pursue any
other remedy in the Secured  Creditors' power whatsoever.  Each Guarantor waives
any  defense  based on or arising  out of any  defense of the US  Borrower,  any
Domestic  Subsidiary  thereof any other  Guarantor,  any other  guarantor of the
Guaranteed  Obligations  or any other  party  other than  payment in full of the
Guaranteed Obligations,  including,  without limitation, any defense based on or
arising  out of the  disability  of the US  Borrower,  any  Domestic  Subsidiary
thereof, any other Guarantor,  any other guarantor of the Guaranteed Obligations
or any other party, or the unenforceability of the Guaranteed Obligations or any
part thereof from any cause, or the cessation from any cause of the liability of
the US Borrower or any Domestic Subsidiary thereof other than payment in full of
the  Guaranteed  Obligations.  The Secured  Creditors  may,  at their  election,
foreclose on any security held by the Administrative Agent, the Collateral Agent
or the other  Secured  Creditors by one or more judicial or  nonjudicial  sales,
whether  or not every  aspect of any such sale is  commercially  reasonable,  or
exercise any other right or remedy the Secured Creditors may have against the US
Borrower or any Domestic Subsidiary thereof or any other party, or any security,
without  affecting  or  impairing  in any way  the  liability  of any  Guarantor
hereunder except to the extent the Guaranteed Obligations have been paid in full
in cash.  Each Guarantor  waives any defense arising out of any such election by
the  Secured  Creditors,  even  though  such  election  operates  to  impair  or
extinguish any right of reimbursement or subrogation or other right or remedy of
such Guarantor against the US Borrower,  any Domestic  Subsidiary thereof or any
other party or any security.


<PAGE>


                  (b)  Each  Guarantor  waives  all  presentments,  demands  for
performance,  protests and notices,  including,  without limitation,  notices of
nonperformance,  notices of protest, notices of dishonor,  notices of acceptance
of this Guaranty, and notices of the existence,  creation or incurring of new or
additional indebtedness. Each Guarantor assumes all responsibility for being and
keeping  itself  informed of the US Borrower's  and each  Domestic  Subsidiary's
financial condition and assets, and of all other circumstances  bearing upon the
risk of  nonpayment  of the  Guaranteed  Obligations  and the nature,  scope and
extent of the risks  which such  Guarantor  assumes  and incurs  hereunder,  and
agrees that the Secured  Creditors shall have no duty to advise any Guarantor of
information known to them regarding such circumstances or risks.

                  10. The  Secured  Creditors  agree that this  Guaranty  may be
enforced only by the action of the Administrative Agent or the Collateral Agent,
in each case acting upon the instructions of the Required Lenders (or, after the
date on which all  Credit  Document  Obligations  have  been  paid in full,  the
holders of at least the majority of the outstanding Other  Obligations) and that
no other Secured Creditors shall have any right  individually to seek to enforce
or to enforce this Guaranty or to realize upon the security to be granted by the
Security Documents, it being understood and agreed that such rights and remedies
may be exercised by the  Administrative  Agent or the Collateral Agent or, after
all the Credit Document Obligations have been paid in full, by the holders of at
least a majority of the outstanding Other  Obligations,  as the case may be, for
the benefit of the Secured  Creditors  upon the terms of this  Guaranty  and the
Security  Documents.  The Secured Creditors further agree that this Guaranty may
not be enforced  against any director,  officer,  employee,  partner,  member or
stockholder  of any  Guarantor  (except to the extent  such  partner,  member or
stockholder is also a Guarantor hereunder).

                  11. In order to induce the Lenders to make Loans to, and issue
Letters of Credit for the  account  of, the US  Borrower  pursuant to the Credit
Agreement,  and in order to induce the Other  Creditors to execute,  deliver and
perform the Interest Rate  Protection  Agreements and Other Hedging  Agreements,
each Guarantor represents, warrants and covenants that:

                  (a)  Such  Guarantor  (i)  is a  duly  organized  and  validly
existing corporation,  partnership or limited liability company, as the case may
be, in good standing  under the laws of the  jurisdiction  of its  organization,
(ii) has the corporate,  partnership  or limited  liability  company,  power and
authority,  as the case may be, to own its  property  and assets and to transact
the business in which it is engaged and  presently  proposes to engage and (iii)
is duly  qualified  and is  authorized to do business and is in good standing in
each jurisdiction where the conduct of its business requires such qualification,
except for  failures to be so qualified  which,  either  individually  or in the
aggregate, could not reasonably be expected to have a material adverse effect on
the business, operations, property, assets, liabilities, condition (financial or
otherwise)  or  prospects  of the US Borrower  and its  Subsidiaries  taken as a
whole.


<PAGE>


                  (b) Such Guarantor has the  corporate,  partnership or limited
liability company, power and authority, as the case may be, to execute,  deliver
and perform the terms and  provisions  of this  Guaranty  and each other  Credit
Document  to  which  it is a  party  and  has  taken  all  necessary  corporate,
partnership  or  limited  liability  company,  action,  as the case  may be,  to
authorize the  execution,  delivery and  performance  by it of this Guaranty and
each such other Credit Document.  Such Guarantor has duly executed and delivered
this  Guaranty and each other Credit  Document to which it is a party,  and this
Guaranty and each such other Credit Document  constitutes  the legal,  valid and
binding  obligation of such Guarantor  enforceable in accordance with its terms,
except to the extent that the enforceability hereof or thereof may be limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws  generally  affecting   creditors'  rights  and  by  equitable   principles
(regardless of whether enforcement is sought in equity or at law).

                  (c) Neither the  execution,  delivery or  performance  by such
Guarantor of this Guaranty or any other Credit  Document to which it is a party,
nor compliance by it with the terms and provisions hereof and thereof,  will (i)
contravene any provision of any applicable law,  statute,  rule or regulation or
any applicable  order,  writ,  injunction or decree of any court or governmental
instrumentality, (ii) conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or  imposition  of (or the  obligation  to create or impose) any
Lien  (except  pursuant to the Security  Documents)  upon any of the property or
assets of such Guarantor or any of its Subsidiaries pursuant to the terms of any
indenture,  mortgage,  deed of trust, loan agreement,  credit agreement,  or any
other material agreement,  contract or instrument to which such Guarantor or any
of its  Subsidiaries  is a party or by which it or any of its property or assets
is bound or to which it may be subject or (iii)  violate  any  provision  of the
certificate of incorporation or by-laws (or equivalent organizational documents)
of such Guarantor or any of its Subsidiaries.

                  (d) No order,  consent,  approval,  license,  authorization or
validation of, or filing,  recording or  registration  with (except as have been
obtained or made) or exemption by, any governmental or public body or authority,
or any subdivision  thereof,  is required to authorize,  or is required for, (i)
the  execution,  delivery and  performance of this Guaranty by such Guarantor or
any  other  Credit  Document  to  which  such  Guarantor  is a party or (ii) the
legality,  validity,  binding effect or  enforceability  of this Guaranty or any
other Credit Document to which such Guarantor is a party.

                  (e) There are no actions,  suits or proceedings pending or, to
such Guarantor's knowledge,  threatened (i) with respect to this Guaranty or any
other Credit Document to which such Guarantor is a party or (ii) with respect to
such Guarantor or any of its Subsidiaries  which,  either individually or in the
aggregate could  reasonably be expected to have a material adverse effect on the
business,  operations,  property, assets,  liabilities,  condition (financial or
otherwise)  or  prospects  of the US Borrower  and its  Subsidiaries  taken as a
whole.

                  12. Each Guarantor  covenants and agrees that on and after the
Effective Date and until the  termination of the Total Revolving Loan Commitment
and all Interest Rate  Protection  Agreements  and Other Hedging  Agreements and
until  such  time as no Note or Letter of  Credit  remains  outstanding  and all
Guaranteed  Obligations have been paid in full, such Guarantor will comply,  and
will  cause  each of its  Subsidiaries  to  comply,  with all of the  applicable
provisions, covenants and agreements contained in Sections 8 and 9 of the Credit
Agreement,  and will take, or will refrain from taking,  as the case may be, all
actions  that  are  necessary  to be  taken  or not  taken  so that it is not in
violation of any provision, covenant or agreement contained in Section 8 or 9 of
the Credit Agreement,  and so that no Default or Event of Default,  is caused by
the actions of such Guarantor or any of its Subsidiaries.



<PAGE>


                  13. The Guarantors  hereby jointly and severally  agree to pay
all  reasonable  out-of-pocket  costs and expenses of each  Secured  Creditor in
connection with the enforcement of this Guaranty and of the Administrative Agent
in connection with any amendment,  waiver or consent relating hereto  (including
in each case,  without  limitation,  the reasonable  fees and  disbursements  of
counsel employed by each Secured Creditor).

                  14. This Guaranty shall be binding upon each Guarantor and its
successors  and assigns and shall inure to the benefit of the Secured  Creditors
and their successors and assigns.

                  15.  Neither  this  Guaranty nor any  provision  hereof may be
changed,  waived,  discharged or terminated  except with the written  consent of
each Guarantor  directly affected thereby and with the written consent of either
(x) the  Required  Lenders (or to the extent  required  by Section  13.12 of the
Credit Agreement, with the written consent of each Lender) at all times prior to
the time on which all Credit Document  Obligations have been paid in full or (y)
the holders of at least a majority of the outstanding  Other  Obligations at all
times after the time on which all Credit Document  Obligations have been paid in
full; provided, that any change, waiver,  modification or variance affecting the
rights and  benefits of a single Class (as defined  below) of Secured  Creditors
(and not all Secured  Creditors in a like or similar  manner) shall also require
the written consent of the Requisite  Creditors (as defined below) of such Class
of Secured  Creditors (it being  understood  that the addition or release of any
Guarantor  hereunder  shall  not  constitute  a  change,  waiver,  discharge  or
termination  affecting  any  Guarantor  other  than  the  Guarantor  so added or
released).  For the purpose of this  Guaranty,  the term "Class" shall mean each
class of Secured Creditors, i.e., whether (x) the Lender Creditors as holders of
the Credit Document Obligations or (y) the Other Creditors as the holders of the
Other  Obligations.  For the  purpose  of this  Guaranty,  the  term  "Requisite
Creditors"  of any Class  shall mean (x) with  respect  to the  Credit  Document
Obligations, the Required Lenders (or to the extent required by Section 13.12 of
the  Credit  Agreement,   each  Lender)  and  (y)  with  respect  to  the  Other
Obligations,  the holders of at least a majority of all obligations  outstanding
from  time  to  time  under  the  Interest  Rate  Protection  or  Other  Hedging
Agreements.

                  16.  Each   Guarantor   acknowledges   that  an  executed  (or
conformed)  copy of each of the Credit  Documents and Interest  Rate  Protection
Agreements  or Other  Hedging  Agreements  has been made  available  to a senior
officer  of such  Guarantor  and such  officer  is  familiar  with the  contents
thereof.

                  17. In addition to any rights now or hereafter  granted  under
applicable  law  (including,  without  limitation,  Section  151 of the New York
Debtor  and  Secured  Creditor  Law)  and not by way of  limitation  of any such
rights,  upon the occurrence  and during the  continuance of an Event of Default
(such term to mean and  include  any "Event of Default" as defined in the Credit
Agreement or any payment default under any Interest Rate Protection Agreement or
Other Hedging  Agreement  continuing  after any applicable  grace period),  each
Secured Creditor is hereby authorized, at any time or from time to time, without
notice to any Guarantor or to any other Person,  any such notice being expressly
waived, to set off and to appropriate and apply any and all deposits (general or
special)  and any other  indebtedness  at any time held or owing by such Secured
Creditor to or for the credit or the account of such  Guarantor,  against and on
account of the  obligations  and  liabilities  of such Guarantor to such Secured
Creditor  under this  Guaranty,  irrespective  of  whether  or not such  Secured
Creditor  shall have made any demand  hereunder and although  said  obligations,
liabilities,  deposits  or  claims,  or any of  them,  shall  be  contingent  or
unmatured.

                  18. All  notices,  requests,  demands or other  communications
pursuant hereto shall be sent or delivered by mail, telegraph,  telex, telecopy,
cable or  overnight  courier  service and all such  notices  and  communications
shall,  when  mailed,  telegraphed,  telexed,  telecopied,  or cabled or sent by
overnight  courier,  be effective when deposited in the mails,  delivered to the
telegraph company,  cable company or overnight  courier,  as the case may be, or
sent by telex or  telecopier,  except  that  notices and  communications  to the
Administrative  Agent or any Guarantor  shall not be effective until received by
the Administrative Agent or such Guarantor,  as the case may be. All notices and
other  communications  shall be in writing and addressed to such party at (i) in
the case of any Lender Creditor,  as provided in the Credit  Agreement,  (ii) in
the case of any  Guarantor,  as provided in the Security  Agreement and (iii) in
the case of any Other  Creditor,  at such address as such Other  Creditor  shall
have  specified  in  writing  to the  Guarantors;  or in any case at such  other
address as any of the Persons  listed above may  hereafter  notify the others in
writing.


<PAGE>


                  19.  If  claim is ever  made  upon any  Secured  Creditor  for
repayment or recovery of any amount or amounts received in payment or on account
of any of the Guaranteed  Obligations and any of the aforesaid payees repays all
or part of said  amount by reason  of (i) any  judgment,  decree or order of any
court or administrative  body having  jurisdiction over such payee or any of its
property or (ii) any settlement or compromise of any such claim effected by such
payee  with  any  such  claimant  (including  the US  Borrower  or any  Domestic
Subsidiary  thereof) then and in such event each Guarantor  agrees that any such
judgment,  decree,  order,  settlement or compromise  shall be binding upon such
Guarantor,  notwithstanding any revocation hereof or other instrument evidencing
any liability of the US Borrower or any Domestic  Subsidiary  thereof,  and such
Guarantor shall be and remain liable to the aforesaid  payees  hereunder for the
amount so repaid or  recovered  to the same  extent as if such  amount had never
originally been received by any such payee.

                  20. (a) THIS  GUARANTY AND THE RIGHTS AND  OBLIGATIONS  OF THE
PARTIES  HEREUNDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK.  Any legal  action or  proceeding  with  respect  to this
Guaranty or any other Credit  Document to which any  Guarantor is a party may be
brought  in the  courts  of the  State of New York or of the  United  States  of
America for the Southern  District of New York in each case which are located in
the City of New York,  and, by  execution  and delivery of this  Guaranty,  each
Guarantor hereby irrevocably  accepts for itself and in respect of its property,
generally and  unconditionally,  the jurisdiction of the aforesaid courts.  Each
Guarantor hereby further  irrevocably waives any claim that any such court lacks
personal  jurisdiction over such Guarantor,  and agrees not to plead or claim in
any legal action or proceeding with respect to this Guaranty or any other Credit
Document  to which such  Guarantor  is a party  brought in any of the  aforesaid
courts that any such court lacks personal jurisdiction over such Guarantor. Each
Guarantor further  irrevocably  consents to the service of process out of any of
the  aforementioned  courts in any such action or  proceeding  by the mailing of
copies  thereof by  registered  or  certified  mail,  postage  prepaid,  to such
Guarantor at its address set forth opposite its signature below, such service to
become effective 30 days after such mailing.  Each Guarantor hereby  irrevocably
waives any objection to such service of process and further  irrevocably  waives
and agrees not to plead or claim in any action or proceeding commenced hereunder
or under any other Credit  Document to which such Guarantor is a party that such
service of process was in any way invalid or  ineffective.  Nothing herein shall
affect the right of any of the Secured  Creditors to serve  process in any other
manner  permitted by law or to commence legal  proceedings or otherwise  proceed
against each Guarantor in any other jurisdiction.

                  (b) Each Guarantor hereby  irrevocably  waives (to the fullest
extent  permitted by applicable law) any objection which it may now or hereafter
have to the  laying  of venue of any of the  aforesaid  actions  or  proceedings
arising out of or in connection  with this Guaranty or any other Credit Document
to which such  Guarantor is a party brought in the courts  referred to in clause
(a) above and hereby further irrevocably waives and agrees not to plead or claim
in any such court that such action or  proceeding  brought in any such court has
been brought in an inconvenient forum.

                  (c)  EACH   GUARANTOR  AND  EACH  SECURED   CREDITOR  (BY  ITS
ACCEPTANCE  OF THE  BENEFITS OF THIS  GUARANTY)  HEREBY  IRREVOCABLY  WAIVES ALL
RIGHTS TO A TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR  RELATING  TO THIS  GUARANTY,  THE OTHER  CREDIT  DOCUMENTS  TO WHICH SUCH
GUARANTOR IS A PARTY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  21. In the event that all of the capital  stock of one or more
Guarantors is sold or otherwise disposed of or liquidated in compliance with the
requirements  of  Section  9.02 of the Credit  Agreement  (or such sale or other
disposition has been approved in writing by the Required Lenders (or all Lenders
if required by Section 13.12 of the Credit  Agreement)) and the proceeds of such
sale,  disposition or liquidation  are applied in accordance with the provisions
of the Credit  Agreement,  to the extent  applicable,  such Guarantor shall upon
consummation of such sale or other  disposition  (except to the extent that such
sale or  disposition  is to the US  Borrower or another  Subsidiary  thereof) be
released from this Guaranty  automatically  and without  further action and this
Guaranty shall, as to each such Guarantor or Guarantors,  terminate, and have no
further force or effect (it being  understood and agreed that the sale of one or
more Persons that own,  directly or indirectly,  all of the capital stock of any
Guarantor  shall be deemed to be a sale of such  Guarantor  for the  purposes of
this Section 21).


<PAGE>


                  22.  At any  time  a  payment  in  respect  of the  Guaranteed
Obligations  is made  under this  Guaranty,  the right of  contribution  of each
Guarantor  against each other  Guarantor  shall be determined as provided in the
immediately following sentence, with the right of contribution of each Guarantor
to be  revised  and  restated  as of each date on which a payment  (a  "Relevant
Payment") is made on the Guaranteed Obligations under this Guaranty. At any time
that a Relevant  Payment is made by a Guarantor  that  results in the  aggregate
payments made by such Guarantor in respect of the Guaranteed  Obligations to and
including  the  date  of  the  Relevant   Payment   exceeding  such  Guarantor's
Contribution Percentage (as defined below) of the aggregate payments made by all
Guarantors in respect of the Guaranteed Obligations to and including the date of
the Relevant Payment (such excess,  the "Aggregate  Excess  Amount"),  each such
Guarantor  shall have a right of  contribution  against each other Guarantor who
has made payments in respect of the Guaranteed  Obligations to and including the
date of the  Relevant  Payment  in an  aggregate  amount  less than  such  other
Guarantor's  Contribution  Percentage  of the  aggregate  payments  made  to and
including the date of the Relevant  Payment by all  Guarantors in respect of the
Guaranteed  Obligations  (the aggregate  amount of such deficit,  the "Aggregate
Deficit  Amount") in an amount equal to (x) a fraction the numerator of which is
the Aggregate  Excess Amount of such  Guarantor and the  denominator of which is
the Aggregate  Excess Amount of all  Guarantors  multiplied by (y) the Aggregate
Deficit  Amount of such other  Guarantor.  A Guarantor's  right of  contribution
pursuant to the preceding sentences shall arise at the time of each computation,
subject  to  adjustment  to the  time of  each  computation;  provided,  that no
Guarantor  may take any  action to  enforce  such  right  until  the  Guaranteed
Obligations  have  been  irrevocably  paid in full in cash,  it being  expressly
recognized  and  agreed by all  parties  hereto  that any  Guarantor's  right of
contribution  arising  pursuant to this  Section 22 against any other  Guarantor
shall be expressly junior and subordinate to such other Guarantor's  obligations
and  liabilities  in  respect  of  the  Guaranteed  Obligations  and  any  other
obligations  owing  under this  Guaranty.  As used in this  Section 22: (i) each
Guarantor's  "Contribution  Percentage"  shall mean the  percentage  obtained by
dividing (x) the Adjusted Net Worth (as defined  below) of such Guarantor by (y)
the  aggregate  Adjusted Net Worth of all  Guarantors;  (ii) the  "Adjusted  Net
Worth" of each Guarantor shall mean the greater of (x) the Net Worth (as defined
below)  of such  Guarantor  and (y)  zero;  and  (iii)  the "Net  Worth" of each
Guarantor  shall  mean the  amount  by  which  the  fair  salable  value of such
Guarantor's  assets on the date of any  Relevant  Payment  exceeds its  existing
debts and other  liabilities  (including  contingent  liabilities,  but  without
giving effect to any Guaranteed  Obligations  arising under this  Guaranty,  any
guaranteed  obligations arising under the Foreign  Subsidiaries  Guaranty or any
guaranty of the Senior  Subordinated  Notes) on such date.  All  parties  hereto
recognize and agree that, except for any right of contribution  arising pursuant
to this  Section  22,  each  Guarantor  who makes any  payment in respect of the
Guaranteed  Obligations  shall  have no right  of  contribution  or  subrogation
against  any  other  Guarantor  in  respect  of such  payment  until  all of the
Guaranteed  Obligations  have been irrevocably paid in full in cash. Each of the
Guarantors  recognizes and acknowledges that the rights to contribution  arising
hereunder  shall  constitute  an asset in favor of the  party  entitled  to such
contribution.  In this  connection,  each  Guarantor  has the right to waive its
contribution  right against any Guarantor to the extent that after giving effect
to such waiver such Guarantor would remain solvent,  in the determination of the
Required Lenders.



<PAGE>


                  23.  Each   Guarantor  and  each  Secured   Creditor  (by  its
acceptance  of the benefits of this  Guaranty)  hereby  confirms  that it is its
intention that this Guaranty not constitute a fraudulent  transfer or conveyance
for purposes of any  bankruptcy,  insolvency or similar law. To  effectuate  the
foregoing intention, each Guarantor and each Secured Creditor (by its acceptance
of the benefits of this Guaranty) hereby  irrevocably agrees that the Guaranteed
Obligations  guaranteed  by such  Guarantor  shall be limited to such  amount as
will,  after giving effect to such maximum  amount and all other  (contingent or
otherwise)  liabilities  of such Guarantor that are relevant under such laws (it
being understood that, to the maximum extent permitted under applicable laws and
to take into account the  subordination  provisions  of the Senior  Subordinated
Notes,  the liabilities in respect of the guarantees of the Senior  Subordinated
Notes  shall  not be  included  for the  foregoing  purposes  and  that,  if any
reduction is required to the amount  guaranteed by any  Guarantor  hereunder and
with  respect to the Senior  Subordinated  Notes that its  guarantee  of amounts
owing in respect of the Senior  Subordinated Notes shall first be reduced),  and
after  giving  effect to any rights to  contribution  pursuant to any  agreement
providing  for  an  equitable   contribution  among  such  Guarantor  and  other
Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of
such maximum amount not constituting a fraudulent transfer or conveyance.



<PAGE>


                  24.   This   Guaranty   may  be  executed  in  any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which when so executed and delivered  shall be an original,  but all of which
shall together  constitute one and the same  instrument.  A set of  counterparts
executed by all the parties  hereto shall be lodged with the  Guarantors and the
Administrative Agent.

                  25. All payments made by any Guarantor  hereunder will be made
without  setoff,  counterclaim  or other defense,  in Dollars (or in the case of
Guaranteed  Obligations  required  to be  paid  in  another  currency,  in  such
currency)  and on the same basis as payments  are made by the US Borrower  under
Sections 4.03 and 4.04 of the Credit Agreement.

                  26. It is understood  and agreed that any Subsidiary of the US
Borrower  that is required to execute a counterpart  of this Guaranty  after the
date hereof pursuant to the Credit Agreement shall become a Guarantor  hereunder
by executing a counterpart  hereof and delivering the same to the Administrative
Agent.

                  27. Each Guarantor has independently,  and without reliance on
any information  supplied by any Secured  Creditor,  taken, and will continue to
take,  whatever steps it deems necessary to evaluate the financial condition and
affairs of the US Borrower,  any Domestic  Subsidiary thereof or any Collateral,
and  the  Secured  Creditors  shall  have no duty to  advise  any  Guarantor  of
information  at any time known to them  regarding  such  financial  condition or
affairs or any Collateral.

                  28. (a) The Guarantors' obligations hereunder to make payments
in Dollars  (or in the case of  Guaranteed  Obligations  required  to be paid in
another  currency,  the  respective  currency)  (with respect to any  Guaranteed
Obligations,  the  currency  in which  same are owing  being  herein  called the
"Obligation  Currency")  shall not be  discharged  or satisfied by any tender or
recovery  pursuant to any judgment  expressed in or converted  into any currency
other than the  Obligation  Currency,  except to the extent  that such tender or
recovery  results in the  effective  receipt by the  Administrative  Agent,  the
Collateral  Agent or the respective  Secured  Creditor of the full amount of the
Obligation  Currency  expressed to be payable to the  Administrative  Agent, the
Collateral  Agent  or such  Lender  under  this  Guaranty  or the  other  Credit
Documents  or  other  Interest  Rate  Protection  or  Hedging   Agreements,   as
applicable.  If for the purpose of obtaining or enforcing  judgment  against any
Guarantor in any court or in any  jurisdiction,  it becomes necessary to convert
into or from  any  currency  other  than the  Obligation  Currency  (such  other
currency being hereinafter referred to as the "Judgment Currency") an amount due
in the  Obligation  Currency,  the  conversion  shall be made,  at the  Sterling
Equivalent,  Euro Equivalent or the Dollar Equivalent  thereof,  as the case may
be, and, in the case of other currencies, the rate of exchange (as quoted by the
Administrative  Agent or if the  Administrative  Agent  does not quote a rate of
exchange on such currency,  by a known dealer in such currency designated by the
Administrative  Agent)  determined,  in each  case,  as of the day on which  the
judgment  is given  (such  Business  Day being  hereinafter  referred  to as the
"Judgment Currency Conversion Date").

                  (b) If there is a change  in the rate of  exchange  prevailing
between the Judgment Currency  Conversion Date and the date of actual payment of
the amount due, the Guarantors  jointly and severally covenant and agree to pay,
or cause to be paid,  such  additional  amounts,  if any (but in any event not a
lesser  amount),  as may be  necessary  to ensure  that the  amount  paid in the
Judgment Currency, when converted at the rate of exchange prevailing on the date
of payment,  will produce the amount of the Obligation Currency which could have
been purchased with the amount of Judgment  Currency  stipulated in the judgment
or judicial  award at the rate or exchange  prevailing on the Judgment  Currency
Conversion Date.

                  (c) For purposes of determining the Sterling  Equivalent,  the
Dollar  Equivalent or the Euro Equivalent or any other rate of exchange for this
Section,  such amounts shall include any premium and costs payable in connection
with the purchase of the Obligation Currency.

                                  * *........*

<PAGE>

                                                                   Exhibit I-1



                                                       [CONFORMED AS EXECUTED]
                                                                   Exhibit I-1


     IN WITNESS WHEREOF,  each Guarantor has caused this Guaranty to be executed
and delivered as of the date first above written.


                    NATIONAL ACTION FINANCIAL SERVICES, INC., as a Guarantor



                    By:  /s/ Nan A. Kreamer

                         Title:  Assistant Secretary

                    FINANCIAL INSURANCE SERVICES, INC., as a Guarantor



                    By:  /s/ Nan A. Kreamer

                           Title:  Vice President

                    SEEK THE GEEK, INC., as a Guarantor



                    By:  /s/ Nan A. Kreamer

                         Title:  Vice President

                    SITEL INSURANCE MARKETING SERVICES, INC., as a Guarantor



                    By:  /s/ Nan A. Kreamer

                         Title:  Vice President

                 SITEL INSURANCE SERVICES, INC., as a Guarantor

                   By:  /s/ Nan A. Kreamer

                        Title:  Vice President

                   SITEL INTERNATIONAL, INC., as a Guarantor



                   By:  /s/ Nan A. Kreamer

                        Title:  Vice President


<PAGE>




                         SITEL MEXICO HOLDINGS LLC,
                         as a Guarantor

                         By:    SITEL (BVI) International, Inc.,
                                the sole member of SITEL Mexico Holdings LLC

                         By: SITEL International, Inc.,
                        the sole director of SITEL (BVI) International, Inc.



                                            By:  /s/ Nan A. Kreamer

                                                 Title:  Vice President

Accepted and Agreed to:

BANKERS TRUST COMPANY,
as Collateral Agent

By:  /s/ Pam Divino

    Title:  Vice President


<PAGE>

                                              [CONFORMED AS EXECUTED]
                                              Exhibit I-2



                          FOREIGN SUBSIDIARIES GUARANTY

                  FOREIGN SUBSIDIARIES GUARANTY,  dated as of April 11, 2000 (as
amended,  modified or supplemented from time to time, this "Guaranty"),  made by
each of the undersigned  guarantors  (each a "Guarantor,"  and together with any
other entity that becomes a guarantor  hereunder  pursuant to Section 26 hereof,
the  "Guarantors").  Except as otherwise defined herein,  capitalized terms used
herein and  defined in the Credit  Agreement  (as defined  below)  shall be used
herein as therein defined.

                                                         W I T N E S S E T H :
                                                         - - - - - - - - - -


                  WHEREAS,  SITEL Corporation (the "US Borrower"),  SITEL Europe
plc (the  "English  Borrower"),  SITEL TMS Limited  (the "Irish  Borrower"  and,
together with the English  Borrower,  the "Foreign  Borrowers";  and the Foreign
Borrowers and the US Borrower are  collectively  the  "Borrowers"),  the lenders
from time to time party thereto (the "Lenders"),  and Bankers Trust Company,  as
Administrative  Agent  (together with any successor  administrative  agent,  the
"Administrative Agent"), have entered into a Credit Agreement, dated as of April
11, 2000 (as amended,  modified,  or supplemented from time to time, the "Credit
Agreement"),  providing  for the  making  of  Loans  to the  Borrowers,  and the
issuance of Letters of Credit for the account of the US  Borrower,  in each case
as contemplated  therein (the Lenders, the Collateral Agent, the Issuing Lenders
and the Administrative Agent are herein called the "Lender Creditors");

                  WHEREAS, the Foreign Borrowers or any other Foreign Subsidiary
of the US Borrower  may at any time and from time to time enter into one or more
Interest Rate Protection Agreements or Other Hedging Agreements with one or more
Lenders or any affiliate  thereof  (each such Lender or  affiliate,  even if the
respective Lender  subsequently ceases to be a Lender under the Credit Agreement
for any reason,  together  with such  Lender's  or  affiliate's  successors  and
assigns,  if any,  collectively,  the "Other  Creditors,"  and together with the
Lender Creditors, the "Secured Creditors");

     WHEREAS,  each Foreign Borrower is a direct or indirect Foreign  Subsidiary
of the US Borrower;

     WHEREAS,  each Guarantor is also a direct or indirect  Subsidiary of the US
Borrower;

                  WHEREAS,  it is a  condition  to the  making  of Loans and the
issuance of Letters of Credit  under the Credit  Agreement  that each  Guarantor
shall have executed and delivered this Guaranty; and

     WHEREAS,  each Guarantor will obtain  benefits from the incurrence of Loans
by the Foreign Borrowers under the Credit Agreement and the entering into by the
Foreign  Borrowers  and/or any other  Foreign  Subsidiary  of the US Borrower of
Interest  Rate   Protection   Agreements  and  Other  Hedging   Agreements  and,
accordingly, desires to execute this Guaranty in order to satisfy the conditions
described in the preceding paragraph;




<PAGE>


                  NOW,  THEREFORE,  in  consideration of the foregoing and other
benefits  accruing to each  Guarantor,  the receipt and sufficiency of which are
hereby acknowledged,  each Guarantor hereby makes the following  representations
and  warranties to the Secured  Creditors  and hereby  covenants and agrees with
each Secured Creditor as follows:

                  1.  Each  Guarantor,  jointly  and  severally,   irrevocably,
absolutely and unconditionally  guarantees: (i) to the Lender Creditors the full
and prompt payment when due (whether at the stated maturity,  by acceleration or
otherwise) of (x) the principal of,  premium,  if any, and interest on the Notes
issued  by,  and the Loans  made to,  the  Foreign  Borrowers  under the  Credit
Agreement,  and (y) all other obligations  (including obligations which, but for
the automatic  stay under Section 362(a) of the  Bankruptcy  Code,  would become
due),  liabilities and indebtedness owing by the Foreign Borrowers to the Lender
Creditors under the Credit  Agreement and any other Credit Document to which the
Foreign Borrowers are a party (including, without limitation,  indemnities, Fees
and interest thereon), whether now existing or hereafter incurred under, arising
out of or in  connection  with the Credit  Agreement  and any such other  Credit
Document and the due  performance  and compliance by the Foreign  Borrowers with
all of the  terms,  conditions  and  agreements  contained  in all  such  Credit
Documents (all such principal, premium, interest, liabilities,  indebtedness and
obligations being herein collectively called the "Credit Document Obligations");
and (ii) to each Other Creditor the full and prompt payment when due (whether at
the stated maturity, by acceleration or otherwise) of all obligations (including
obligations  which,  but for the  automatic  stay  under  Section  362(a) of the
Bankruptcy  Code, would become due),  liabilities and indebtedness  owing by any
Foreign  Borrower or any other Foreign  Subsidiary of the US Borrower  under any
Interest Rate Protection  Agreement and Other Hedging Agreement,  whether now in
existence or hereafter  arising,  and the due  performance and compliance by any
such  Foreign  Borrower  or other  Foreign  Subsidiary  with  all of the  terms,
conditions and agreements  contained in the Interest Rate Protection  Agreements
and Other Hedging Agreements (all such obligations, liabilities and indebtedness
being herein collectively called the "Other  Obligations," and together with the
Credit  Document  Obligations,  the  "Guaranteed  Obligations").  Each Guarantor
understands,  agrees and confirms  that the Secured  Creditors  may enforce this
Guaranty  up to the full  amount  of the  Guaranteed  Obligations  against  such
Guarantor without proceeding against any other Guarantor,  any Foreign Borrower,
any other  Foreign  Subsidiary  of the US Borrower  against any security for the
Guaranteed Obligations, or under any other guaranty covering all or a portion of
the Guaranteed Obligations.  For purposes of this Guaranty, the term "Guarantor"
as applied to any Foreign  Borrower  shall refer to such  Foreign  Borrower as a
guarantor of indebtedness  incurred by the other Foreign Borrower, as opposed to
indebtedness directly incurred by it.

                  2.  Additionally,  each  Guarantor,  jointly  and  severally,
unconditionally,  absolutely and irrevocably,  guarantees the payment of any and
all Guaranteed Obligations whether or not due or payable by any Foreign Borrower
or any other  Foreign  Subsidiary  of the US  Borrower  upon the  occurrence  in
respect of any such Foreign  Borrower or other Foreign  Subsidiary of any of the
events specified in Section 10.05 of the Credit Agreement,  and  unconditionally
and  irrevocably,  jointly  and  severally,  promises  to  pay  such  Guaranteed
Obligations to the Secured Creditors,  or order, on demand.  This Guaranty shall
constitute a guaranty of payment, and not of collection.




<PAGE>


                  3. The  liability  of each  Guarantor  hereunder  is primary,
absolute and  unconditional and is exclusive and independent of any security for
or other  guaranty  of the  indebtedness  of any  Foreign  Borrower or any other
Foreign  Subsidiary of the US Borrower whether  executed by such Guarantor,  any
other Guarantor, any other guarantor or by any other party, and the liability of
each Guarantor  hereunder shall not be affected or impaired by any  circumstance
or occurrence whatsoever, including, without limitation: (a) any direction as to
application of payment by any Foreign Borrower,  any other Foreign Subsidiary of
the US  Borrower  or by any  other  party,  (b) any  other  continuing  or other
guaranty,  undertaking or maximum liability of a guarantor or of any other party
as to the Guaranteed Obligations, (c) any payment on or in reduction of any such
other guaranty or  undertaking,  (d) any  dissolution,  termination or increase,
decrease or change in  personnel  by any Foreign  Borrower or any other  Foreign
Subsidiary of the US Borrower,  (e) any payment made to any Secured  Creditor on
the  indebtedness  which any Secured Creditor repays any Foreign Borrower or any
other  Foreign  Subsidiary  of the US  Borrower  pursuant  to court order in any
bankruptcy,  reorganization,  arrangement,  moratorium  or other  debtor  relief
proceeding,  and each Guarantor waives any right to the deferral or modification
of its obligations hereunder by reason of any such proceeding, (f) any action or
inaction by the Secured Creditors as contemplated in Section 6 hereof or (g) any
invalidity,  irregularity  or  unenforceability  of  all  or  any  part  of  the
Guaranteed Obligations or of any security therefor.

                  4.  The   obligations   of  each   Guarantor   hereunder  are
independent of the obligations of any other Guarantor,  any other guarantor, any
Foreign  Borrower or any other  Foreign  Subsidiary  of the US  Borrower,  and a
separate action or actions may be brought and prosecuted  against each Guarantor
whether  or not  action  is  brought  against  any  other  Guarantor,  any other
guarantor, such Foreign Borrower or such other Foreign Subsidiary and whether or
not any other Guarantor,  any other guarantor, any Foreign Borrower or any other
Foreign  Subsidiary  of the US Borrower be joined in any such action or actions.
Each Guarantor  waives,  to the fullest extent  permitted by applicable law, the
benefits of any statute of limitations  affecting its liability hereunder or the
enforcement  thereof.  Any payment by any Foreign  Borrower or any other Foreign
Subsidiary of the US Borrower or other  circumstance  which operates to toll any
statute  of  limitations  as to such  Foreign  Borrower  or such  other  Foreign
Subsidiary  shall  operate  to  toll  the  statute  of  limitations  as to  each
Guarantor.

                  5.  Each Guarantor  hereby waives notice of acceptance of this
Guaranty  and  notice  of any  liability  to  which  it may  apply,  and  waives
promptness,  diligence,  presentment,  demand  of  payment,  protest,  notice of
dishonor or nonpayment of any such  liabilities,  suit or taking of other action
by the Administrative Agent or any other Secured Creditor against, and any other
notice  to,  any party  liable  thereon  (including  such  Guarantor,  any other
Guarantor,  any other  guarantor,  any  Foreign  Borrower  or any other  Foreign
Subsidiary of the US Borrower).

                  6.  Any Secured Creditor may at any time and from time to time
without  the  consent  of,  or  notice  to,  any  Guarantor,  without  incurring
responsibility to such Guarantor, without impairing or releasing the obligations
of such  Guarantor  hereunder,  upon or without any terms or  conditions  and in
whole or in part:




<PAGE>


                  (a) change the manner,  place or terms of payment  of,  and/or
change,  increase or extend the time of payment of,  renew or alter,  any of the
Guaranteed  Obligations  (including  any  increase  or  decrease  in the rate of
interest thereon),  any security therefor, or any liability incurred directly or
indirectly in respect  thereof,  and the guaranty herein made shall apply to the
Guaranteed Obligations as so changed, extended, renewed or altered;

                  (b) take and hold  security for the payment of the  Guaranteed
Obligations and sell,  exchange,  release,  surrender,  impair,  realize upon or
otherwise deal with in any manner and in any order any property by whomsoever at
any time pledged or mortgaged to secure, or howsoever  securing,  the Guaranteed
Obligations  or any  liabilities  (including  any of those  hereunder)  incurred
directly  or  indirectly  in  respect  thereof  or  hereof,  and/or  any  offset
thereagainst;

                  (c) exercise or refrain from exercising any rights against any
Foreign  Borrower,  any  other  Credit  Party,  any other  Subsidiary  of the US
Borrower or otherwise act or refrain from acting;

     (d) release or  substitute  any one or more  endorsers,  Guarantors,  other
guarantors, Foreign Borrowers or other obligors;

                  (e) settle or compromise  any of the  Guaranteed  Obligations,
any  security  therefor  or any  liability  (including  any of those  hereunder)
incurred  directly  or  indirectly  in  respect  thereof  or  hereof,   and  may
subordinate  the  payment  of all or any  part  thereof  to the  payment  of any
liability  (whether  due or not) of any Foreign  Borrower  or any other  Foreign
Subsidiary  of the US Borrower to  creditors  of such  Foreign  Borrower or such
other Foreign Subsidiary other than the Secured Creditors;

                  (f) apply any sums by whomsoever paid or howsoever realized to
any  liability or  liabilities  of any Foreign  Borrowers  or any other  Foreign
Subsidiary  of the US  Borrower  to the  Secured  Creditors  regardless  of what
liabilities  of such Foreign  Borrower or such other Foreign  Subsidiary  remain
unpaid;

                  (g) consent to or waive any breach of, or any act, omission or
default under,  any of the Interest Rate Protection  Agreements or Other Hedging
Agreements,  the  Credit  Documents  or  any of the  instruments  or  agreements
referred  to  therein,  or  otherwise  amend,  modify or  supplement  any of the
Interest Rate  Protection  Agreements or Other  Hedging  Agreements,  the Credit
Documents or any of such other instruments or agreements;

                  (h)  act or  fail  to act in any  manner  referred  to in this
Guaranty which may deprive such  Guarantor of its right to  subrogation  against
any  Foreign  Borrower  or any other  Foreign  Subsidiary  of the US Borrower to
recover full indemnity for any payments made pursuant to this Guaranty; and/or

                  (i)  take  any  other  action  which  would,  under  otherwise
applicable principles of common law, give rise to a legal or equitable discharge
of such Guarantor from its liabilities under this Guaranty.




<PAGE>


                   7. This Guaranty is a continuing  one and all  liabilities to
which it  applies  or may apply  under the terms  hereof  shall be  conclusively
presumed  to have been  created in reliance  hereon.  No failure or delay on the
part of any  Secured  Creditor  in  exercising  any  right,  power or  privilege
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any  right,  power or  privilege  hereunder  preclude  any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and  remedies  herein  expressly  specified  are  cumulative  and not
exclusive of any rights or remedies which any Secured  Creditor would  otherwise
have.  No notice to or demand on any  Guarantor  in any case shall  entitle such
Guarantor  to  any  other   further   notice  or  demand  in  similar  or  other
circumstances  or  constitute a waiver of the rights of any Secured  Creditor to
any other or further action in any circumstances without notice or demand. It is
not necessary for any Secured Creditor to inquire into the capacity or powers of
any Foreign Borrowers or the officers,  directors,  partners or agents acting or
purporting to act on its or their behalf,  and any indebtedness  made or created
in reliance  upon the  professed  exercise of such  powers  shall be  guaranteed
hereunder.

                  8.  Any  indebtedness  of any  Foreign  Borrower  or any other
Foreign  Subsidiary of the US Borrower now or hereafter held by any Guarantor is
hereby  subordinated to the  indebtedness of such Foreign Borrower or such other
Foreign  Subsidiary  to the Secured  Creditors,  and such  indebtedness  of such
Foreign  Borrower or such other  Foreign  Subsidiary  to any  Guarantor,  if the
Administrative  Agent or the Collateral  Agent,  after the occurrence and during
the  continuance  of an Event  of  Default,  so  requests,  shall be  collected,
enforced and received by such Guarantor as trustee for the Secured Creditors and
be paid over to the Secured  Creditors  on account of the  indebtedness  of such
Foreign Borrower or such other Foreign Subsidiary to the Secured Creditors,  but
without  affecting or impairing  in any manner the  liability of such  Guarantor
under the other provisions of this Guaranty.  Without limiting the generality of
the foregoing,  each Guarantor hereby agrees with the Secured  Creditors that it
will not exercise any right of  subrogation  which it may at any time  otherwise
have as a result of this Guaranty (whether contractual, under Section 509 of the
Bankruptcy  Code or  otherwise)  until  all  Guaranteed  Obligations  have  been
irrevocably paid in full in cash.

                  9.  (a) Each  Guarantor  waives any right  (except as shall be
required  by  applicable  law and  cannot be  waived)  to  require  the  Secured
Creditors  to: (i)  proceed  against  any Foreign  Borrower,  any other  Foreign
Subsidiary of the US Borrower,  any other Guarantor,  any other guarantor of the
Guaranteed  Obligations or any other party;  (ii) proceed against or exhaust any
security held from any Foreign Borrower,  any other Foreign Subsidiary of the US
Borrower, any other Guarantor, any other guarantor of the Guaranteed Obligations
or any other party;  or (iii) pursue any other remedy in the Secured  Creditors'
power  whatsoever.  Each Guarantor waives any defense based on or arising out of
any defense of any Foreign  Borrower,  any other  Foreign  Subsidiary  of the US
Borrower, any other Guarantor, any other guarantor of the Guaranteed Obligations
or any other party  other than  payment in full of the  Guaranteed  Obligations,
including,  without  limitation,  any  defense  based on or  arising  out of the
disability  of any Foreign  Borrower,  any other  Foreign  Subsidiary  of the US
Borrower, any other Guarantor, any other guarantor of the Guaranteed Obligations
or any other party, or the unenforceability of the Guaranteed Obligations or any
part thereof from any cause, or the cessation from any cause of the liability of
any Foreign Borrower or any other Foreign  Subsidiary of the US Borrower,  other
than payment in full of the Guaranteed  Obligations.  The Secured Creditors may,
at their election,  foreclose on any security held by the Administrative  Agent,
the Collateral  Agent or the other Secured  Creditors by one or more judicial or
nonjudicial sales,  whether or not every aspect of any such sale is commercially
reasonable, or exercise any other right or remedy the Secured Creditors may have
against any Foreign Borrower, any other Foreign Subsidiary of the US Borrower or
any other party, or any security,  without affecting or impairing in any way the
liability  of any  Guarantor  hereunder  except  to the  extent  the  Guaranteed
Obligations  have been paid in full in cash.  Each Guarantor  waives any defense
arising  out of any such  election by the  Secured  Creditors,  even though such
election  operates  to  impair  or  extinguish  any  right of  reimbursement  or
subrogation  or other  right or remedy of such  Guarantor  against  any  Foreign
Borrower,  any other Foreign Subsidiary of the US Borrower or any other party or
any security.




<PAGE>


                  (b)  Each  Guarantor  waives  all  presentments,  demands  for
performance,  protests and notices,  including,  without limitation,  notices of
nonperformance,  notices of protest, notices of dishonor,  notices of acceptance
of this Guaranty, and notices of the existence,  creation or incurring of new or
additional indebtedness. Each Guarantor assumes all responsibility for being and
keeping  itself  informed  of each  Foreign  Borrower's  and each other  Foreign
Subsidiary's  financial  condition  and assets,  and of all other  circumstances
bearing  upon the  risk of  nonpayment  of the  Guaranteed  Obligations  and the
nature,  scope and extent of the risks which such  Guarantor  assumes and incurs
hereunder,  and agrees that the Secured  Creditors  shall have no duty to advise
any Guarantor of  information  known to them  regarding  such  circumstances  or
risks.

                  10. The  Secured  Creditors  agree that this  Guaranty  may be
enforced only by the action of the Administrative Agent or the Collateral Agent,
in each case acting upon the instructions of the Required Lenders (or, after the
date on which all  Credit  Document  Obligations  have  been  paid in full,  the
holders of at least the majority of the outstanding Other  Obligations) and that
no other Secured Creditors shall have any right  individually to seek to enforce
or to enforce this Guaranty or to realize upon the security to be granted by the
Security Documents, it being understood and agreed that such rights and remedies
may be exercised by the  Administrative  Agent or the Collateral Agent or, after
all the Credit Document Obligations have been paid in full, by the holders of at
least a majority of the outstanding Other  Obligations,  as the case may be, for
the benefit of the Secured  Creditors  upon the terms of this  Guaranty  and the
Security  Documents.  The Secured Creditors further agree that this Guaranty may
not be enforced  against any director,  officer,  employee,  partner,  member or
stockholder  of any  Guarantor  (except to the extent  such  partner,  member or
stockholder is also a Guarantor hereunder).

                  11.  In order  to  induce  the  Lenders  to make  Loans to the
Foreign Borrowers  pursuant to the Credit Agreement,  and in order to induce the
Other  Creditors to execute,  deliver and perform the Interest  Rate  Protection
Agreements and Other Hedging Agreements, each Guarantor represents, warrants and
covenants that:

                  (a)  Such  Guarantor  (i)  is a  duly  organized  and  validly
existing corporation,  partnership or limited liability company, as the case may
be, in good standing  under the laws of the  jurisdiction  of its  organization,
(ii) has the corporate,  partnership  or limited  liability  company,  power and
authority,  as the case may be, to own its  property  and assets and to transact
the business in which it is engaged and  presently  proposes to engage and (iii)
is duly  qualified  and is  authorized to do business and is in good standing in
each jurisdiction where the conduct of its business requires such qualification,
except for  failures to be so qualified  which,  either  individually  or in the
aggregate, could not reasonably be expected to have a material adverse effect on
the business, operations, property, assets, liabilities, condition (financial or
otherwise)  or  prospects  of the US Borrower  and its  Subsidiaries  taken as a
whole.


<PAGE>


                  (b) Such Guarantor has the  corporate,  partnership or limited
liability company, power and authority, as the case may be, to execute,  deliver
and perform the terms and  provisions  of this  Guaranty  and each other  Credit
Document  to  which  it is a  party  and  has  taken  all  necessary  corporate,
partnership  or  limited  liability  company,  action,  as the case  may be,  to
authorize the  execution,  delivery and  performance  by it of this Guaranty and
each such other Credit Document.  Such Guarantor has duly executed and delivered
this  Guaranty and each other Credit  Document to which it is a party,  and this
Guaranty and each such other Credit Document  constitutes  the legal,  valid and
binding  obligation of such Guarantor  enforceable in accordance with its terms,
except to the extent that the enforceability hereof or thereof may be limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws  generally  affecting   creditors'  rights  and  by  equitable   principles
(regardless of whether enforcement is sought in equity or at law).

                  (c) Neither the  execution,  delivery or  performance  by such
Guarantor of this Guaranty or any other Credit  Document to which it is a party,
nor compliance by it with the terms and provisions hereof and thereof,  will (i)
contravene any provision of any applicable law,  statute,  rule or regulation or
any applicable  order,  writ,  injunction or decree of any court or governmental
instrumentality, (ii) conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or  imposition  of (or the  obligation  to create or impose) any
Lien  (except  pursuant to the Security  Documents)  upon any of the property or
assets of such Guarantor or any of its Subsidiaries pursuant to the terms of any
indenture,  mortgage,  deed of trust, loan agreement,  credit agreement,  or any
other material agreement,  contract or instrument to which such Guarantor or any
of its  Subsidiaries  is a party or by which it or any of its property or assets
is bound or to which it may be subject or (iii)  violate  any  provision  of the
certificate of incorporation or by-laws (or equivalent organizational documents)
of such Guarantor or any of its Subsidiaries.

                  (d) No order,  consent,  approval,  license,  authorization or
validation of, or filing,  recording or  registration  with (except as have been
obtained or made) or exemption by, any governmental or public body or authority,
or any subdivision  thereof,  is required to authorize,  or is required for, (i)
the  execution,  delivery and  performance of this Guaranty by such Guarantor or
any  other  Credit  Document  to  which  such  Guarantor  is a party or (ii) the
legality,  validity,  binding effect or  enforceability  of this Guaranty or any
other Credit Document to which such Guarantor is a party.

                  (e) There are no actions,  suits or proceedings pending or, to
such Guarantor's knowledge,  threatened (i) with respect to this Guaranty or any
other Credit Document to which such Guarantor is a party or (ii) with respect to
such Guarantor or any of its Subsidiaries  which,  either individually or in the
aggregate, could reasonably be expected to have a material adverse effect on the
business,  operations,  property, assets,  liabilities,  condition (financial or
otherwise)  or  prospects  of the US Borrower  and its  Subsidiaries  taken as a
whole.

                  12. Each Guarantor  covenants and agrees that on and after the
Effective Date and until the  termination of the Total Revolving Loan Commitment
and all Interest Rate  Protection  Agreements  and Other Hedging  Agreements and
until  such  time as no Note or Letter of  Credit  remains  outstanding  and all
Guaranteed  Obligations have been paid in full, such Guarantor will comply,  and
will  cause  each of its  Subsidiaries  to  comply,  with all of the  applicable
provisions, covenants and agreements contained in Sections 8 and 9 of the Credit
Agreement,  and will take, or will refrain from taking,  as the case may be, all
actions  that  are  necessary  to be  taken  or not  taken  so that it is not in
violation of any provision, covenant or agreement contained in Section 8 or 9 of
the Credit Agreement,  and so that no Default or Event of Default,  is caused by
the actions of such Guarantor or any of its Subsidiaries.




<PAGE>


                  13. The Guarantors  hereby jointly and severally  agree to pay
all  reasonable  out-of-pocket  costs and expenses of each  Secured  Creditor in
connection with the enforcement of this Guaranty and of the Administrative Agent
in connection with any amendment,  waiver or consent relating hereto  (including
in each case,  without  limitation,  the reasonable  fees and  disbursements  of
counsel employed by each Secured Creditor).

                  14. This Guaranty shall be binding upon each Guarantor and its
successors  and assigns and shall inure to the benefit of the Secured  Creditors
and their successors and assigns.

                  15.  Neither  this  Guaranty nor any  provision  hereof may be
changed,  waived,  discharged or terminated  except with the written  consent of
each Guarantor  directly affected thereby and with the written consent of either
(x) the  Required  Lenders (or to the extent  required  by Section  13.12 of the
Credit Agreement, with the written consent of each Lender) at all times prior to
the time on which all Credit Document  Obligations have been paid in full or (y)
the holders of at least a majority of the outstanding  Other  Obligations at all
times after the time on which all Credit Document  Obligations have been paid in
full; provided, that any change, waiver,  modification or variance affecting the
rights and  benefits of a single Class (as defined  below) of Secured  Creditors
(and not all Secured  Creditors in a like or similar  manner) shall also require
the written consent of the Requisite  Creditors (as defined below) of such Class
of Secured  Creditors (it being  understood  that the addition or release of any
Guarantor  hereunder  shall  not  constitute  a  change,  waiver,  discharge  or
termination  affecting  any  Guarantor  other  than  the  Guarantor  so added or
released).  For the purpose of this  Guaranty,  the term "Class" shall mean each
class of Secured Creditors, i.e., whether (x) the Lender Creditors as holders of
the Credit Document Obligations or (y) the Other Creditors as the holders of the
Other  Obligations.  For the  purpose  of this  Guaranty,  the  term  "Requisite
Creditors"  of any Class  shall mean (x) with  respect  to the  Credit  Document
Obligations, the Required Lenders (or to the extent required by Section 13.12 of
the  Credit  Agreement,   each  Lender)  and  (y)  with  respect  to  the  Other
Obligations,  the holders of at least a majority of all obligations  outstanding
from  time  to  time  under  the  Interest  Rate  Protection  or  Other  Hedging
Agreements.

                  16.  Each   Guarantor   acknowledges   that  an  executed  (or
conformed)  copy of each of the Credit  Documents and Interest  Rate  Protection
Agreements  or Other  Hedging  Agreements  has been made  available  to a senior
officer  of such  Guarantor  and such  officer  is  familiar  with the  contents
thereof.




<PAGE>


                  17. In addition to any rights now or hereafter  granted  under
applicable  law  (including,  without  limitation,  Section  151 of the New York
Debtor  and  Secured  Creditor  Law)  and not by way of  limitation  of any such
rights,  upon the occurrence  and during the  continuance of an Event of Default
(such term to mean and  include  any "Event of Default" as defined in the Credit
Agreement or any payment default under any Interest Rate Protection Agreement or
Other Hedging  Agreement  continuing  after any applicable  grace period),  each
Secured Creditor is hereby authorized, at any time or from time to time, without
notice to any Guarantor or to any other Person,  any such notice being expressly
waived, to set off and to appropriate and apply any and all deposits (general or
special)  and any other  indebtedness  at any time held or owing by such Secured
Creditor to or for the credit or the account of such  Guarantor,  against and on
account of the  obligations  and  liabilities  of such Guarantor to such Secured
Creditor  under this  Guaranty,  irrespective  of  whether  or not such  Secured
Creditor  shall have made any demand  hereunder and although  said  obligations,
liabilities,  deposits  or  claims,  or any of  them,  shall  be  contingent  or
unmatured.

                  18. All  notices,  requests,  demands or other  communications
pursuant hereto shall be sent or delivered by mail, telegraph,  telex, telecopy,
cable or  overnight  courier  service and all such  notices  and  communications
shall,  when  mailed,  telegraphed,  telexed,  telecopied,  or cabled or sent by
overnight  courier,  be effective when deposited in the mails,  delivered to the
telegraph company,  cable company or overnight  courier,  as the case may be, or
sent by telex or  telecopier,  except  that  notices and  communications  to the
Administrative  Agent or any Guarantor  shall not be effective until received by
the Administrative Agent or such Guarantor,  as the case may be. All notices and
other  communications  shall be in writing and addressed to such party at (i) in
the case of any Lender Creditor,  as provided in the Credit  Agreement,  (ii) in
the case of any  Guarantor,  as provided in the Security  Agreement and (iii) in
the case of any Other  Creditor,  at such address as such Other  Creditor  shall
have  specified  in  writing  to the  Guarantors;  or in any case at such  other
address as any of the Persons  listed above may  hereafter  notify the others in
writing.

                  19.  If  claim is ever  made  upon any  Secured  Creditor  for
repayment or recovery of any amount or amounts received in payment or on account
of any of the Guaranteed  Obligations and any of the aforesaid payees repays all
or part of said  amount by reason  of (i) any  judgment,  decree or order of any
court or administrative  body having  jurisdiction over such payee or any of its
property or (ii) any settlement or compromise of any such claim effected by such
payee  with any such  claimant  (including  any  Foreign  Borrower  or any other
Foreign  Subsidiary  of the US Borrower)  then and in such event each  Guarantor
agrees that any such judgment,  decree, order, settlement or compromise shall be
binding upon such  Guarantor,  notwithstanding  any  revocation  hereof or other
instrument evidencing any liability of any Foreign Borrower or any other Foreign
Subsidiary of the US Borrower,  and such Guarantor shall be and remain liable to
the aforesaid payees hereunder for the amount so repaid or recovered to the same
extent as if such amount had never originally been received by any such payee.




<PAGE>


                  20. (a) THIS  GUARANTY AND THE RIGHTS AND  OBLIGATIONS  OF THE
PARTIES  HEREUNDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK.  Any legal  action or  proceeding  with  respect  to this
Guaranty or any other Credit  Document to which any  Guarantor is a party may be
brought  in the  courts  of the  State of New York or of the  United  States  of
America for the Southern  District of New York in each case which are located in
the City of New York,  and, by  execution  and delivery of this  Guaranty,  each
Guarantor hereby irrevocably  accepts for itself and in respect of its property,
generally and  unconditionally,  the jurisdiction of the aforesaid courts.  Each
Guarantor hereby further  irrevocably waives any claim that any such court lacks
personal  jurisdiction over such Guarantor,  and agrees not to plead or claim in
any legal action or proceeding with respect to this Guaranty or any other Credit
Document  to which such  Guarantor  is a party  brought in any of the  aforesaid
courts that any such court lacks personal jurisdiction over such Guarantor. Each
Guarantor further  irrevocably  consents to the service of process out of any of
the  aforementioned  courts in any such action or  proceeding  by the mailing of
copies  thereof by  registered  or  certified  mail,  postage  prepaid,  to such
Guarantor at its address set forth opposite its signature below, such service to
become effective 30 days after such mailing.  In addition,  each Guarantor which
is a Foreign Credit Party hereby irrevocably designates appoints and empowers CT
Corporation  System,  with  offices  on the date  hereof  located  at 111 Eighth
Avenue, New York, New York 10011, as its agent for service of process in respect
of any such action or proceeding.  Each Guarantor hereby  irrevocably waives any
objection to such service of process and further  irrevocably  waives and agrees
not to plead or claim in any action or proceeding  commenced  hereunder or under
any other Credit  Document to which such  Guarantor is a party that such service
of process was in any way invalid or  ineffective.  Nothing  herein shall affect
the right of any of the Secured  Creditors to serve  process in any other manner
permitted by law or to commence legal  proceedings or otherwise  proceed against
each Guarantor in any other jurisdiction.

                  (b) Each Guarantor hereby  irrevocably  waives (to the fullest
extent  permitted by applicable law) any objection which it may now or hereafter
have to the  laying  of venue of any of the  aforesaid  actions  or  proceedings
arising out of or in connection  with this Guaranty or any other Credit Document
to which such  Guarantor is a party brought in the courts  referred to in clause
(a) above and hereby further irrevocably waives and agrees not to plead or claim
in any such court that such action or  proceeding  brought in any such court has
been brought in an inconvenient forum.

                  (c)  EACH   GUARANTOR  AND  EACH  SECURED   CREDITOR  (BY  ITS
ACCEPTANCE  OF THE  BENEFITS OF THIS  GUARANTY)  HEREBY  IRREVOCABLY  WAIVES ALL
RIGHTS TO A TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR  RELATING  TO THIS  GUARANTY,  THE OTHER  CREDIT  DOCUMENTS  TO WHICH SUCH
GUARANTOR IS A PARTY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  21. In the event that all of the capital  stock of one or more
Guarantors is sold or otherwise disposed of or liquidated in compliance with the
requirements  of  Section  9.02 of the Credit  Agreement  (or such sale or other
disposition has been approved in writing by the Required Lenders (or all Lenders
if required by Section 13.12 of the Credit  Agreement)) and the proceeds of such
sale,  disposition or liquidation  are applied in accordance with the provisions
of the Credit  Agreement,  to the extent  applicable,  such Guarantor shall upon
consummation of such sale or other  disposition  (except to the extent that such
sale or disposition is to the US Borrower or any Subsidiary thereof) be released
from this Guaranty  automatically  and without  further action and this Guaranty
shall, as to each such Guarantor or Guarantors,  terminate,  and have no further
force or effect (it being  understood  and  agreed  that the sale of one or more
Persons  that own,  directly  or  indirectly,  all of the  capital  stock of any
Guarantor  shall be deemed to be a sale of such  Guarantor  for the  purposes of
this Section 21).




<PAGE>

                  22.  At any  time  a  payment  in  respect  of the  Guaranteed
Obligations  is made  under this  Guaranty,  the right of  contribution  of each
Guarantor  against each other  Guarantor  shall be determined as provided in the
immediately following sentence, with the right of contribution of each Guarantor
to be  revised  and  restated  as of each date on which a payment  (a  "Relevant
Payment") is made on the Guaranteed Obligations under this Guaranty. At any time
that a Relevant  Payment is made by a Guarantor  that  results in the  aggregate
payments made by such Guarantor in respect of the Guaranteed  Obligations to and
including  the  date  of  the  Relevant   Payment   exceeding  such  Guarantor's
Contribution Percentage (as defined below) of the aggregate payments made by all
Guarantors in respect of the Guaranteed Obligations to and including the date of
the Relevant Payment (such excess,  the "Aggregate  Excess  Amount"),  each such
Guarantor  shall have a right of  contribution  against each other Guarantor who
has made payments in respect of the Guaranteed  Obligations to and including the
date of the  Relevant  Payment  in an  aggregate  amount  less than  such  other
Guarantor's  Contribution  Percentage  of the  aggregate  payments  made  to and
including the date of the Relevant  Payment by all  Guarantors in respect of the
Guaranteed  Obligations  (the aggregate  amount of such deficit,  the "Aggregate
Deficit  Amount") in an amount equal to (x) a fraction the numerator of which is
the Aggregate  Excess Amount of such  Guarantor and the  denominator of which is
the Aggregate  Excess Amount of all  Guarantors  multiplied by (y) the Aggregate
Deficit  Amount of such other  Guarantor.  A Guarantor's  right of  contribution
pursuant to the preceding sentences shall arise at the time of each computation,
subject  to  adjustment  to the  time of  each  computation;  provided,  that no
Guarantor  may take any  action to  enforce  such  right  until  the  Guaranteed
Obligations  have  been  irrevocably  paid in full in cash,  it being  expressly
recognized  and  agreed by all  parties  hereto  that any  Guarantor's  right of
contribution  arising  pursuant to this  Section 22 against any other  Guarantor
shall be expressly junior and subordinate to such other Guarantor's  obligations
and  liabilities  in  respect  of  the  Guaranteed  Obligations  and  any  other
obligations  owing  under this  Guaranty.  As used in this  Section 22: (i) each
Guarantor's  "Contribution  Percentage"  shall mean the  percentage  obtained by
dividing (x) the Adjusted Net Worth (as defined  below) of such Guarantor by (y)
the  aggregate  Adjusted Net Worth of all  Guarantors;  (ii) the  "Adjusted  Net
Worth" of each Guarantor shall mean the greater of (x) the Net Worth (as defined
below)  of such  Guarantor  and (y)  zero;  and  (iii)  the "Net  Worth" of each
Guarantor  shall  mean the  amount  by  which  the  fair  salable  value of such
Guarantor's  assets on the date of any  Relevant  Payment  exceeds its  existing
debts and other  liabilities  (including  contingent  liabilities,  but  without
giving effect to any Guaranteed  Obligations  arising under this  Guaranty,  any
guaranteed  obligations arising under the US Subsidiaries  Guaranty or under any
guaranty of the Senior  Subordinated  Notes) on such date.  All  parties  hereto
recognize and agree that, except for any right of contribution  arising pursuant
to this  Section  22,  each  Guarantor  who makes any  payment in respect of the
Guaranteed  Obligations  shall  have no right  of  contribution  or  subrogation
against  any  other  Guarantor  in  respect  of such  payment  until  all of the
Guaranteed  Obligations  have been irrevocably paid in full in cash. Each of the
Guarantors  recognizes and acknowledges that the rights to contribution  arising
hereunder  shall  constitute  an asset in favor of the  party  entitled  to such
contribution.  In this  connection,  each  Guarantor  has the right to waive its
contribution  right against any Guarantor to the extent that after giving effect
to such waiver such Guarantor would remain solvent,  in the determination of the
Required Lenders.




<PAGE>


                  23.  Each   Guarantor  and  each  Secured   Creditor  (by  its
acceptance  of the benefits of this  Guaranty)  hereby  confirms  that it is its
intention that this Guaranty not constitute a fraudulent  transfer or conveyance
for purposes of any  bankruptcy,  insolvency or similar law. To  effectuate  the
foregoing intention, each Guarantor and each Secured Creditor (by its acceptance
of the benefits of this Guaranty) hereby  irrevocably agrees that the Guaranteed
Obligations  guaranteed  by such  Guarantor  shall be limited to such  amount as
will,  after giving effect to such maximum  amount and all other  (contingent or
otherwise)  liabilities  of such Guarantor that are relevant under such laws (it
being understood that, to the maximum extent permitted under applicable laws and
to take into account the  subordination  provisions  of the Senior  Subordinated
Notes,  the liabilities in respect of the guarantees of the Senior  Subordinated
Notes  shall  not be  included  for the  foregoing  purposes  and  that,  if any
reduction is required to the amount  guaranteed by any  Guarantor  hereunder and
with  respect to the Senior  Subordinated  Notes that its  guarantee  of amounts
owing in respect of the Senior  Subordinated Notes shall first be reduced),  and
after  giving  effect to any rights to  contribution  pursuant to any  agreement
providing  for  an  equitable   contribution  among  such  Guarantor  and  other
Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of
such maximum amount not constituting a fraudulent transfer or conveyance.

                  24.   This   Guaranty   may  be  executed  in  any  number  of
counterparts and by the different parties hereto on separate counterparts,  each
of which when so executed and delivered  shall be an original,  but all of which
shall together  constitute one and the same  instrument.  A set of  counterparts
executed by all the parties  hereto shall be lodged with the  Guarantors and the
Administrative Agent.

                  25. All payments made by any Guarantor  hereunder will be made
without setoff,  counterclaim or other defense, in the currency or currencies in
which the respective  Guaranteed  Obligations are required to be paid and on the
same basis as payments are made by the Foreign Borrowers under Sections 4.03 and
4.04 of the Credit Agreement.




<PAGE>


                  26. It is understood  and agreed that any Subsidiary of the US
Borrower  that is required to execute a counterpart  of this Guaranty  after the
date hereof pursuant to the Credit Agreement shall become a Guarantor  hereunder
by executing a counterpart  hereof and delivering the same to the Administrative
Agent.

                  27. Each Guarantor has independently,  and without reliance on
any information  supplied by any Secured  Creditor,  taken, and will continue to
take,  whatever steps it deems necessary to evaluate the financial condition and
affairs  of the  Foreign  Borrowers,  any  other  Foreign  Subsidiary  of the US
Borrower  or any  Collateral,  and the Secured  Creditors  shall have no duty to
advise any Guarantor of  information  at any time known to them  regarding  such
financial condition or affairs or any Collateral.

                  28. To the extent  that any  Guarantor  has or  hereafter  may
acquire any immunity  from  jurisdiction  of any court or from any legal process
(whether through service or notice, attachment prior to judgment,  attachment in
aid of  execution,  or otherwise)  with respect to itself or its property,  such
Guarantor hereby  irrevocably waives such immunity in respect of its obligations
hereunder to the extent  permitted by applicable law and,  without  limiting the
generality of the  foregoing,  agrees that the waivers set forth in this Section
28  shall  be to the  fullest  extent  permitted  under  the  Foreign  Sovereign
Immunities  Act of 1976 of the United States and are intended to be  irrevocable
for purposes of such Act.

                  29. (a) The Guarantors' obligations hereunder to make payments
in the  respective  currency or  currencies in which the  respective  Guaranteed
Obligations  are  required to be paid (such  currency  being  herein  called the
"Obligation  Currency")  shall not be  discharged  or satisfied by any tender or
recovery  pursuant to any judgment  expressed in or converted  into any currency
other than the  Obligation  Currency,  except to the extent  that such tender or
recovery  results in the  effective  receipt by the  Administrative  Agent,  the
Collateral  Agent or the respective  Secured  Creditor of the full amount of the
Obligation  Currency  expressed to be payable to the  Administrative  Agent, the
Collateral  Agent  or such  Lender  under  this  Guaranty  or the  other  Credit
Documents  or  other  Interest  Rate  Protection  or  Hedging   Agreements,   as
applicable.  If for the purpose of obtaining or enforcing  judgment  against any
Guarantor in any court or in any  jurisdiction,  it becomes necessary to convert
into or from  any  currency  other  than the  Obligation  Currency  (such  other
currency being hereinafter referred to as the "Judgment Currency") an amount due
in the  Obligation  Currency,  the  conversion  shall be made,  at the  Sterling
Equivalent,  Euro Equivalent or the Dollar Equivalent  thereof,  as the case may
be, and, in the case of other currencies, the rate of exchange (as quoted by the
Administrative  Agent or if the  Administrative  Agent  does not quote a rate of
exchange on such currency,  by a known dealer in such currency designated by the
Administrative  Agent)  determined,  in each  case,  as of the day on which  the
judgment  is given  (such  Business  Day being  hereinafter  referred  to as the
"Judgment Currency Conversion Date").




<PAGE>


                  (b) If there is a change  in the rate of  exchange  prevailing
between the Judgment Currency  Conversion Date and the date of actual payment of
the amount due, the Guarantors  jointly and severally covenant and agree to pay,
or cause to be paid,  such  additional  amounts,  if any (but in any event not a
lesser  amount),  as may be  necessary  to ensure  that the  amount  paid in the
Judgment Currency, when converted at the rate of exchange prevailing on the date
of payment,  will produce the amount of the Obligation Currency which could have
been purchased with the amount of Judgment  Currency  stipulated in the judgment
or judicial  award at the rate or exchange  prevailing on the Judgment  Currency
Conversion Date.

                  (c) For purposes of determining the Sterling  Equivalent,  the
Dollar  Equivalent or the Euro Equivalent or any other rate of exchange for this
Section,  such amounts shall include any premium and costs payable in connection
with the purchase of the Obligation Currency.

                                                                 * * *


<PAGE>

     IN WITNESS WHEREOF,  each Guarantor has caused this Guaranty to be executed
and delivered as of the date first above written.


                SITEL EUROPE PLC, as a Guarantor
                SIGNED by SITEL EUROPE PLC
                acting by its Attorney



                By:  /s/ Nan A. Kreamer

                    Title:  Attorney

                SITEL TMS LIMITED, as a Guarantor



                By:  /s/ Nan A. Kreamer
                   --------------------
                SIGNED AND SEALED by Nan Kreamer
                as duly authorised attorney for SITEL TMS LIMITED
                in the presence of:



                /s/ Teresa Beaufait

                SITEL CONSULTING LIMITED, as a Guarantor
                SIGNED by SITEL CONSULTING LIMITED
                acting by its Attorney



                By:  /s/ Nan A. Kreamer

                    Title:  Attorney

                LEIDERMAN AND RONCORONI LIMITED, as a Guarantor
                SIGNED by LEIDERMAN AND RONCORONI LIMITED acting by its Attorney



                By:  /s/ Nan A. Kreamer

                    Title:  Attorney

                THE TRAINING WORKS LIMITED, as a Guarantor
                SIGNED by THE TRAINING WORKS LIMITED
                acting by its Attorney



               By:  /s/ Nan A. Kreamer

                   Title:  Attorney

               SITEL KINGSTON LIMITED, as a Guarantor
               SIGNED by SITEL KINGSTON LIMITED
               acting by its Attorney



               By:  /s/ Nan A. Kreamer

                   Title:  Attorney

               SITEL MOOR PARK LIMITED, as a Guarantor
               SIGNED by SITEL MOOR PARK LIMITED
               acting by its Attorney



               By:  /s/ Nan A. Kreamer

                   Title:  Attorney

               SITEL STRATFORD LIMITED, as a Guarantor
               SIGNED by SITEL STRATFORD LIMITED
               acting by its Attorney



               By:  /s/ Nan A. Kreamer

                   Title:  Attorney

               SITEL UK LIMITED, as a Guarantor
               SIGNED by SITEL UK LIMITED
               acting by its Attorney



               By:  /s/ Nan A. Kreamer

                   Title:  Attorney

               B'S TELEMARKETING LIMITED, as a Guarantor
               SIGNED by B'S TELEMARKETING LIMITED
               acting by its Attorney



               By:  /s/ Nan A. Kreamer

                   Title:  Attorney

               SITEL KINGSTON (SERVICES) LIMITED, as a Guarantor
              SIGNED by SITEL KINGSTON (SERVICES) LIMITED acting by its Attorney



               By:  /s/ Nan A. Kreamer

                   Title:  Attorney

               SITEL MOOR PARK (SERVICES) LIMITED, as a Guarantor
             SIGNED by SITEL MOOR PARK (SERVICES) LIMITED acting by its Attorney



               By:  /s/ Nan A. Kreamer

                   Title:  Attorney

               SITEL STRATFORD (SERVICES) LIMITED, as a Guarantor
             SIGNED by SITEL STRATFORD (SERVICES) LIMITED acting by its Attorney



               By:  /s/ Nan A. Kreamer

                   Title:  Attorney

               SITEL IBERICA TELESERVICES, S.A., as a Guarantor
      SIGNED by SITEL IBERICA TELESERVICES, S.A.  acting by its attorney-in-fact



               By:  /s/ Nan A. Kreamer

                   Title:  Attorney

                   TELEACTION HISPANICA, S.A., as a Guarantor

             SIGNED by TELEACTION HISPANICA, S.A. acting by its attorney-in-fact



              By:  /s/ Nan A. Kreamer

                  Title:  Attorney

              TELEPROMOTION S.A., as a Guarantor
              SIGNED by TELEPROMOTION S.A. acting by its attorney-in-fact



              By:  /s/ Nan A. Kreamer

                  Title:  Attorney

              NATIONAL ACTION FINANCIAL SERVICES, INC., as a Guarantor



              By:  /s/ Nan A. Kreamer

                  Title:  Assistant Secretary

              FINANCIAL INSURANCE SERVICES, INC., as a Guarantor



              By:  /s/ Nan A. Kreamer

                  Title:  Vice President

              SEEK THE GEEK, INC., as a Guarantor



              By:  /s/ Nan A. Kreamer

                  Title:  Vice President

              SITEL INSURANCE MARKETING SERVICES, INC., as a Guarantor



              By:  /s/ Nan A. Kreamer

                  Title:  Vice President

                 SITEL INSURANCE SERVICES, INC., as a Guarantor

                    By:  /s/ Nan A. Kreamer

                        Title:  Vice President

                    SITEL INTERNATIONAL, INC., as a Guarantor



                    By:  /s/ Nan A. Kreamer

                        Title:  Vice President

                    SITEL MEXICO HOLDINGS LLC,
                    as a Guarantor

                    By:    SITEL (BVI) International, Inc.,
                           the sole member of SITEL Mexico Holdings LLC

                         By: SITEL International, Inc.,
                     the sole director of SITEL (BVI) International, Inc.


                                            By:  /s/ Nan A. Kreamer

                                                 Title:  Vice President

Accepted and Agreed to:

BANKERS TRUST COMPANY,
as Collateral Agent

By:  /s/ Pam Divino

    Title:  Vice President


<PAGE>

                                                                EXHIBIT J

                          FORM OF SOLVENCY CERTIFICATE

                  I, the  undersigned,  the  Chief  Financial  Officer  of SITEL
Corporation  (the "US  Borrower"),  do hereby  certify in such  capacity  and on
behalf of the US Borrower that:

                  1. This Certificate is furnished to the  Administrative  Agent
and each of the Lenders pursuant to Section 5.12 of the Credit Agreement,  dated
as of April 11,  2000,  among the US Borrower,  SITEL  Europe plc (the  "English
Borrower"),  SITEL TMS Limited  (the "Irish  Borrower"  and,  together  with the
English Borrower and the US Borrower,  the "Borrowers" and each individually,  a
"Borrower"),  the lenders party thereto from time to time (the  "Lenders"),  and
Bankers Trust Company,  as Administrative  Agent (such Credit  Agreement,  as in
effect  on the  date  of this  Certificate,  being  herein  called  the  "Credit
Agreement").  Unless otherwise  defined herein,  capitalized  terms used in this
Certificate shall have the meanings set forth in the Credit Agreement.

     2. For  purposes  of this  Certificate,  the  terms  below  shall  have the
following definitions:

         (a)      "Fair Value"

                  The amount at which the assets, in their entirety,  of each of
                  the Borrowers on a stand-alone basis and each Borrower and its
                  Subsidiaries  taken as a whole would  change  hands  between a
                  willing  buyer and a  willing  seller,  within a  commercially
                  reasonable period of time, each having reasonable knowledge of
                  the relevant facts, with neither being under any compulsion to
                  act.

         (b)      "Present Fair Salable Value"

                  The amount that could be obtained  by an  independent  willing
                  seller from an independent willing buyer if the assets of each
                  of the Borrowers on a stand-alone  basis and each Borrower and
                  its  Subsidiaries  taken as a whole are sold  with  reasonable
                  promptness  under  normal  selling  conditions  in  a  current
                  market.

         (c)      "New Financing"

                  The  Indebtedness  incurred or to be incurred by each Borrower
and its Subsidiaries under the Credit Documents.




<PAGE>


         (d)      "Stated Liabilities"

                  The recorded liabilities  (including  contingent  liabilities)
                  that would be recorded in accordance  with generally  accepted
                  accounting  principles  ("GAAP") of each of the Borrowers on a
                  stand-alone basis and each Borrower and its Subsidiaries taken
                  as a whole at  December  31, 1999 after  giving  effect to the
                  Effective   Date,   determined   in   accordance   with   GAAP
                  consistently  applied,  together  with (i) the net  change  in
                  long-term debt (including current maturities) between December
                  31, 1999 and the date hereof and (ii) without duplication, the
                  amount of all New Financing.

         (e)      "Identified Contingent Liabilities"

                  The maximum estimated amount of liabilities  reasonably likely
                  to  result  from  pending  litigation,   asserted  claims  and
                  assessments,  guaranties, uninsured risks and other contingent
                  liabilities  of each of the Borrowers on a  stand-alone  basis
                  and each Borrower and its Subsidiaries  taken as a whole after
                  giving  effect  to  the  Effective  Date  (exclusive  of  such
                  contingent  liabilities  to the  extent  reflected  in  Stated
                  Liabilities),  as  identified  and explained in terms of their
                  nature and estimated magnitude by responsible  officers of the
                  Borrowers  or any of  their  Subsidiaries  or that  have  been
                  identified  as such by an officer of the  Borrowers  or any of
                  their Subsidiaries.

     (f) "Will be able to pay its Stated  Liabilities and Identified  Contingent
Liabilities, as they mature"

                  For the  period  from  the  date  hereof  through  the  stated
                  maturity of all the New Financing,  each of the Borrowers on a
                  stand-alone basis and each Borrower and its Subsidiaries taken
                  as a whole  will have  sufficient  assets and cash flow to pay
                  their respective Stated Liabilities and Identified  Contingent
                  Liabilities as those  liabilities  mature or otherwise  become
                  payable.

         (g)      "Does not have Unreasonably Small Capital"

                  For the  period  from  the  date  hereof  through  the  stated
                  maturity of all the New Financing,  each of the Borrowers on a
                  stand-alone basis and each Borrower and its Subsidiaries taken
                  as a whole,  after  consummation  of the  Transaction  and all
                  Indebtedness  being  incurred or assumed and Liens  created by
                  the Borrowers and their Subsidiaries in connection  therewith,
                  is a going concern and has  sufficient  capital to ensure that
                  it will  continue to be a going concern for such period and to
                  remain a going concern.

                  3. For purposes of this  Certificate,  I, or other officers of
the Borrowers and their  Subsidiaries  under my direction and supervision,  have
performed the following procedures as of and for the periods set forth below.

     (a) I have reviewed the financial statements referred to in Section 7.05 of
the Credit Agreement.

     (b) I have made  inquiries of certain  officials of the Borrowers and their
Subsidiaries,  who have  responsibility  for  financial and  accounting  matters
regarding  the  existence  and  amount  of  Identified  Contingent   Liabilities
associated with the businesses of the Borrowers and their Subsidiaries.

     (c) I have  knowledge of and have  reviewed to my  satisfaction  the Credit
Documents, and the respective Schedules and Exhibits thereto.

     (d) With respect to Identified Contingent Liabilities, I:

     1. inquired of certain  officials of the  Borrowers and their  Subsidiaries
who have  responsibility  for legal,  financial and accounting matters as to the
existence and estimated  liability  with respect to all  contingent  liabilities
known to them; and

     2. confirmed with officers of the Borrowers and their  Subsidiaries,  that,
to the best of such officers' knowledge, (i) all appropriate items were included
in Stated  Liabilities or the listing of Identified  Contingent  Liabilities and
that (ii) the amounts  relating  thereto  were the maximum  estimated  amount of
liabilities reasonably likely to result therefrom as of the date hereof.

         (e)      I have examined the  Projections  which have been delivered to
                  the Lenders and  considered  the effect thereon of any changes
                  since  the  date of the  preparation  thereof  on the  results
                  projected therein. After such review, I hereby certify that in
                  my opinion the  Projections are reasonable and the Projections
                  support the conclusions contained in paragraph 4 below.

         (f)      I have made inquiries of certain officers of the Borrowers and
                  their  Subsidiaries  who  have  responsibility  for  financial
                  reporting and accounting  matters  regarding whether they were
                  aware of any events or conditions that, as of the date hereof,
                  would  cause the  Borrowers  on a  stand-alone  basis and each
                  Borrower  and its  Subsidiaries  taken as a whole after giving
                  effect  to  the  Effective  Date  and  the  related  financing
                  transactions  (including the incurrence of the New Financing),
                  to (i) have assets with a Fair Value or Present  Fair  Salable
                  Value  that are less  than the sum of Stated  Liabilities  and
                  Identified  Contingent  Liabilities;  (ii)  have  Unreasonably
                  Small  Capital;  or  (iii)  not  be  able  to pay  its  Stated
                  Liabilities  and  Identified  Contingent  Liabilities  as they
                  mature or otherwise become payable.

                  4. Based on and subject to the foregoing, I, in my capacity as
the chief financial officer of the US Borrower,  hereby certify on behalf of the
US Borrower  that,  after giving effect to the  Effective  Date  (including  the
incurrence  of the New  Financing)  it is my informed  opinion that (i) the Fair
Value and Present Fair Salable Value of the assets of each of the Borrowers on a
stand-alone basis and each Borrower and its Subsidiaries taken as a whole exceed
its Stated Liabilities and Identified Contingent  Liabilities;  (ii) each of the
Borrowers on a stand-alone basis and each Borrower and its Subsidiaries taken as
a whole  does  not  have  Unreasonably  Small  Capital;  and  (iii)  each of the
Borrowers on a stand-alone basis and each Borrower and its Subsidiaries taken as
a whole will be able to pay its Stated  Liabilities  and  Identified  Contingent
Liabilities, as they mature or otherwise become payable.


<PAGE>






                  IN WITNESS WHEREOF, I have hereto set my hand this ____ day of
April, 2000.

                                                     SITEL CORPORATION



                                                By_____________________________
                                                         Title:

<PAGE>

Exhibit K



                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

                                                        DATE:  ________ __, 19__


                  Reference is made to the Credit Agreement  described in Item 2
of Annex I hereto (as such Credit  Agreement may hereafter be amended,  modified
or supplemented  from time to time, the "Credit  Agreement").  Unless defined in
Annex I hereto, terms defined in the Credit Agreement are used herein as therein
defined.  _____________  (the  "Assignor") and  ______________  (the "Assignee")
hereby agree as follows:

                  1. The  Assignor  hereby  sells and  assigns  to the  Assignee
without recourse and without representation or warranty (other than as expressly
provided  herein),  and the  Assignee  hereby  purchases  and  assumes  from the
Assignor,  that interest in and to all of the Assignor's  rights and obligations
under the Credit Agreement as of the date hereof which represents the percentage
interest  specified in Item 4 of Annex I hereto (the "Assigned Share") of all of
the outstanding rights and obligations with respect to the Assigned Share of the
Total Revolving Loan Commitment and all outstanding  Revolving Loans,  Swingline
Loans and Letters of Credit.

                  2. The Assignor  (i)  represents  and warrants  that it is the
legal and  beneficial  owner of the interest  being assigned by it hereunder and
that  such  interest  is free and clear of any  adverse  claims;  (ii)  makes no
representation  or warranty  and assumes no  responsibility  with respect to any
statements,  warranties or  representations  made in or in  connection  with the
Credit  Agreement or the other  Credit  Documents  or the  execution,  legality,
validity,  enforceability,  genuineness,  sufficiency  or  value  of the  Credit
Agreement or the other  Credit  Documents  or any other  instrument  or document
furnished  pursuant  thereto;  and (iii) makes no representation or warranty and
assumes no  responsibility  with  respect to the  financial  condition of the US
Borrower or any of its  Subsidiaries  or the performance or observance by the US
Borrower or any of its Subsidiaries of any of their respective obligations under
the Credit  Agreement or the other Credit  Documents or any other  instrument or
document furnished pursuant thereto.

                  3. The Assignee  (i)  confirms  that it has received a copy of
the Credit Agreement and the other Credit Documents, together with copies of the
financial   statements   referred  to  therein  and  such  other  documents  and
information  as it has deemed  appropriate  to make its own credit  analysis and
decision to enter into this  Assignment  and Assumption  Agreement;  (ii) agrees
that it will,  independently and without reliance upon the Administrative Agent,
the Assignor or any other Lender and based on such documents and  information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit  Agreement;  (iii)  appoints and
authorizes the Administrative Agent and the Collateral Agent to take such action
as agent on its behalf and to exercise  such powers  under the Credit  Agreement
and the other Credit Documents as are delegated to the Administrative  Agent and
the  Collateral  Agent by the terms  thereof,  together  with such powers as are
reasonably  incidental thereto;  (iv) confirms that it is an Eligible Transferee
under the Credit Agreement;  [and] (v) agrees that it will perform in accordance
with  their  terms  all of the  obligations  which by the  terms  of the  Credit
Agreement are required to be performed by it as a Lender[; and (vi) attaches the
Forms and/or  Certificate  set forth in the second,  third and/or fourth to last
sentences of Section 13.04(b) of the Credit Agreement.]1

                  4.  Following the execution of this  Assignment and Assumption
Agreement  by the  Assignor  and  the  Assignee,  an  executed  original  hereof
(together with all attachments) will be delivered to the  Administrative  Agent.
The effective date of this Assignment and Assumption Agreement shall be the date
of execution hereof by the Assignor and the Assignee,  to the extent required by
the Credit Agreement,  the receipt of the consent of the  Administrative  Agent,
receipt by the Administrative Agent of the assignment fee referred to in Section
13.04(b) of the Credit  Agreement,  and the  recordation  by the  Administrative
Agent of the  assignment  effected  hereby  in the  Register,  unless  otherwise
specified in Item 5 of Annex I (the "Settlement Date").

                  5. Upon the delivery of a fully  executed  original  hereof to
the Administrative Agent, as of the Settlement Date, (i) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Assumption Agreement, have the rights and obligations of a Lender thereunder and
under the other  Credit  Documents  and (ii) the Assignor  shall,  to the extent
provided in this Assignment and Assumption Agreement,  relinquish its rights and
be released from its obligations under the Credit Agreement and the other Credit
Documents.

                  6. It is  agreed  that  upon  the  effectiveness  hereof,  the
Assignee  shall be entitled to (x) all  interest  on the  Assigned  Share of the
Revolving  Loans at the rates  specified  in Item 6 of Annex I  hereto,  (y) all
Commitment  Commission  on the  Assigned  Share  of  the  Total  Revolving  Loan
Commitment at the rate specified in Item 7 of Annex I hereto, and (z) all Letter
of Credit Fees on the Assignee's  participation  in all Letters of Credit at the
rate specified in Item 8 of Annex I hereto,  which, in each case,  accrue on and
after the Settlement  Date, such interest,  Commitment  Commission and Letter of
Credit Fees to be paid by the Administrative Agent directly to the Assignee.  It
is further  agreed that all payments of principal  made on the Assigned Share of
the Revolving  Loans which occur on and after the  Settlement  Date will be paid
directly by the Administrative Agent to the Assignee.  Upon the Settlement Date,
the Assignee  shall pay to the  Assignor an amount  specified by the Assignor in
writing  which  represents  the Assigned  Share of the  principal  amount of the
respective Revolving Loans made by the Assignor pursuant to the Credit Agreement
which are  outstanding  on the Settlement  Date,  net of any closing costs,  and
which are being assigned hereunder. The Assignor and the Assignee shall make all
appropriate adjustments in payments under the Credit Agreement for periods prior
to the Settlement Date directly between themselves.

-----------
1 If the  Assignee is  organized  under the laws of a  jurisdiction  outside the
United States, the United Kingdom or Ireland.
<PAGE>


                  7. THIS ASSIGNMENT AND ASSUMPTION  AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Assignment and Assumption  Agreement to be executed by their respective officers
thereunto duly  authorized,  as of the date first above written,  such execution
also being made on Annex I hereto.

                                                     [NAME OF ASSIGNOR],
                                                     as Assignor

                         By:___________________________

                        Title:__________________________

                                                     [NAME OF ASSIGNEE],
                                                     as Assignee

                         By:___________________________

                        Title:__________________________

Acknowledged and Agreed:

BANKERS TRUST COMPANY, as
Administrative Agent

By____________________________
    Name:
    Title:



<PAGE>









                  ANNEX FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

                                     ANNEX I

1.       The Borrowers:SITEL Corporation, SITEL Europe plc and SITEL TMS Limited

2.       Name and Date of Credit Agreement:

         Credit Agreement,  dated as of April 11, 2000 among the Borrowers,  the
         lenders from time to time party thereto,  and Bankers Trust Company, as
         Administrative Agent.

3.       Date of Assignment Agreement:

4.       Amounts (as of date of item #3 above):

                                                   Revolving

                                                   Loan

                                                   Commitment

         ----------------------------------------------------------------------
         a.   Aggregate

              Amount for all Lenders               $_________

         b.   Assigned Share                        ________%

         c.   Amount of

              Assigned Share                       $_________



5.       Settlement Date:

6.       Rate of Interest to the Assignee:           As set forth in Section
                                                  1.08 of the Credit Agreement.

7.       Commitment
         Commission to
         the Assignee:                               As set forth in Section
                                                     3.01(a) of the Credit
                                                     Agreement.

8.       Letter of Credit

         Fee to the Assignee:                        As set forth in Section
                                                     3.01(b) of the Credit
                                                     Agreement.

9.       Notice:                    ASSIGNEE:

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

                                    ===================
                                    -------------------
                                    Attention:
                                    Telephone:
                                    Telecopier:
                                    Reference:

         Payment Instructions:              ASSIGNEE:

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

                                            ===================
                                            -------------------
                                            Attention:
                                            Reference:

Accepted and Agreed:

[NAME OF ASSIGNEE]                                            [NAME OF ASSIGNOR]



By_______________________                            By_______________________
     Name:                                                              Name:
     Title:                                                            Title:



<PAGE>

ANNEX I

                  ANNEX FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

                                     ANNEX I

1.       The Borrowers:SITEL Corporation, SITEL Europe plc and SITEL TMS Limited

2.       Name and Date of Credit Agreement:

         Credit Agreement,  dated as of April 11, 2000 among the Borrowers,  the
         lenders from time to time party thereto,  and Bankers Trust Company, as
         Administrative Agent.

3.       Date of Assignment Agreement:

4.       Amounts (as of date of item #3 above):

                                                   Revolving

                                                   Loan

                                                   Commitment

         ------------------------------------------------------
         a.   Aggregate

              Amount for all Lenders               $_________

         b.   Assigned Share                        ________%

         c.   Amount of

              Assigned Share                       $_________



5.       Settlement Date:

6.       Rate of Interest to the Assignee:     As set forth in Section 1.08 of
                                               the Credit Agreement.

7.       Commitment
         Commission to

         the Assignee:                         As set forth in Section 3.01(a)
                                               of the Credit
                                               Agreement.

8.       Letter of Credit

         Fee to the Assignee:                  As set forth in Section 3.01(b)
                                               of the Credit
                                               Agreement.

9.       Notice:                    ASSIGNEE:

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

                                    ===================
                                    -------------------
                                    Attention:
                                    Telephone:
                                    Telecopier:
                                    Reference:

         Payment Instructions:              ASSIGNEE:

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

                                            ===================
                                            -------------------
                                            Attention:
                                            Reference:

Accepted and Agreed:

[NAME OF ASSIGNEE]                                            [NAME OF ASSIGNOR]



By_______________________                            By_______________________
     Name:                                                                Name:
     Title:                                                               Title:

<PAGE>

EXHIBIT L
                            FORM OF INTERCOMPANY NOTE

                            [Date]


                  FOR VALUE  RECEIVED,  [NAME OF PAYOR]  (the  "Payor"),  hereby
promises  to pay on demand to the order of  _____________  or its  assigns  (the
"Payee"),  in  immediately  available  funds,  in such currency or currencies in
which the loans and advances  made  hereunder are evidenced and at such location
as the Payee shall from time to time designate,  the unpaid  principal amount of
all loans and advances made by the Payee to the Payor.

                  The  Payor  promises  also  to  pay  interest  on  the  unpaid
principal  amount  hereof in like currency or currencies at said office from the
date hereof  until paid at such rate per annum as shall be agreed upon from time
to time by the Payor and Payee.

                  Upon  the  commencement  of  any  bankruptcy,  reorganization,
arrangement,  adjustment of debt, relief of debtors, dissolution,  insolvency or
liquidation or similar proceeding of any jurisdiction relating to the Payor, the
unpaid principal amount hereof shall become  immediately due and payable without
presentment, demand, protest or notice of any kind in connection with this Note.

                  This   Note   evidences   certain    permitted    intercompany
Indebtedness referred to in the Credit Agreement, dated as of April 11, 2000 (as
amended,  modified or supplemented  from time to time, the "Credit  Agreement"),
among SITEL Corporation,  SITEL Europe plc, SITEL TMS Limited,  the lenders from
time to time party thereto, and Bankers Trust Company, as Administrative  Agent,
and is subject to the terms thereof,  and shall be pledged by the Payee pursuant
to the applicable  Pledge  Agreement (as defined in the Credit  Agreement).  The
Payor hereby  acknowledges  and agrees that the Collateral Agent pursuant to and
as  defined  in such  Pledge  Agreement,  as in effect  from  time to time,  may
exercise all rights provided therein with respect to this Note.

                  The  Payee is  hereby  authorized  to  record  all  loans  and
advances made by it to the Payor (all of which shall be evidenced by this Note),
and all repayments or prepayments thereof, in its books and records,  such books
and records constituting prima facie evidence of the accuracy of the information
contained therein.

                  All  payments  under this Note shall be made  without  offset,
counterclaim or deduction of any kind.


<PAGE>


                  [This  Note,  and the rights and  obligations  hereunder,  are
subject to the terms and  conditions of the  subordination  provisions  attached
hereto, which subordination provisions are incorporated herein in their entirety
as if fully set forth herein.)1

     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK.

                                                              [name of payor]

                                                      By_______________________
                                      Name:
                                     Title:

Pay to the order of



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


[NAME OF PAYEE]



By:  ____________________________
     Name:
     Title:

1 Bracketed text is to be inserted as provided in Section 9.05(ix) of the Credit
Agreement.
<PAGE>

EXHIBIT M


                        FORM OF SUBORDINATION PROVISIONS

                  Section 1.01.  Subordination  of Liabilities.  [Name of Payor]
(the "Payor"), for itself, its successors and assigns, covenants and agrees, and
each  holder of the Note to which this Annex A is attached  (the  "Note") by its
acceptance  thereof  likewise  covenants  and  agrees,  that the  payment of the
principal  of,  interest on, and all other amounts owing in respect of, the Note
(the  "Subordinated  Indebtedness")  is hereby  expressly  subordinated,  to the
extent and in the manner set forth below,  to the prior  payment in full in cash
of all Senior  Indebtedness  (as  defined in Section  1.07 of this Annex A). The
provisions of this Annex A shall constitute a continuing offer to all persons or
other  entities who, in reliance  upon such  provisions,  become  holders of, or
continue  to hold,  Senior  Indebtedness,  and such  holders  are made  obligees
hereunder  the same as if their  names  were  written  herein as such,  and they
and/or each of them may proceed to enforce such provisions.

                  Section  1.02.  Payor Not to Make  Payments  with  Respect  to
Subordinated Indebtedness in Certain Circumstances. (a) Upon the maturity of any
Senior  Indebtedness  (including  interest  thereon or fees or any other amounts
owing in  respect  thereof),  whether at stated  maturity,  by  acceleration  or
otherwise, all Obligations (as defined in Section 1.07 of this Annex A) owing in
respect of the Senior  Indebtedness  shall first be paid in full in cash, before
any payment,  whether in cash,  property,  securities or  otherwise,  is made on
account of the Subordinated Indebtedness.

                  (b) The  Payor  may  not,  directly  or  indirectly,  make any
payment of any  Subordinated  Indebtedness  and may not acquire any Subordinated
Indebtedness for cash or property until all Senior Indebtedness has been paid in
full in cash if any default or event of default  under the Credit  Agreement (as
defined  in  Section  1.07  of  this  Annex  A) or any  other  issue  of  Senior
Indebtedness is then in existence or would result therefrom.  Each holder of the
Note  hereby  agrees  that,  so long as any such  default or event of default in
respect  of any issue of Senior  Indebtedness  exists,  it will not sue for,  or
otherwise  take any action to enforce the Payor's  obligations  to pay,  amounts
owing in respect of the Note.  Each  holder of the Note  understands  and agrees
that to the extent  that  clause  (a) of this  Section  1.02 or this  clause (b)
prohibits the payment of any Subordinated Indebtedness, such unpaid amount shall
not  constitute a payment  default under the Note and the holder of the Note may
not sue for, or otherwise  take action to enforce the Payor's  obligation to pay
such amount,  provided that such unpaid amount shall remain an obligation of the
Payor to the holder of the Note pursuant to the terms of the Note.




<PAGE>


                  (c) In the event that  notwithstanding  the  provisions of the
preceding subsections (a) and (b) of this Section 1.02, the Payor (or any Person
on behalf of the Payor)  shall make any  payment on account of the  Subordinated
Indebtedness  at a time when payment is not permitted by said  subsection (a) or
(b),  such  payment  shall be held by the  holder of the Note,  in trust for the
benefit of, and shall be paid  forthwith  over and  delivered to, the holders of
Senior  Indebtedness or their  representative or the trustee under the indenture
or other  agreement  pursuant  to which any  instruments  evidencing  any Senior
Indebtedness  may have been issued,  as their  respective  interests  may appear
(including by giving effect to any  intercreditor or subordination  arrangements
among  such  holders),  for  application  pro rata to the  payment of all Senior
Indebtedness  remaining  unpaid  to  the  extent  necessary  to pay  all  Senior
Indebtedness in full in accordance  with the terms of such Senior  Indebtedness,
after giving  effect to any  concurrent  payment or  distribution  to or for the
holders of Senior Indebtedness.

                  Section  1.03.  Subordination  to Prior  Payment of All Senior
Indebtedness on Dissolution,  Liquidation or  Reorganization  of Payor. Upon any
distribution of assets of the Payor upon dissolution, winding up, liquidation or
reorganization  of the Payor (whether in bankruptcy,  insolvency or receivership
proceedings or upon an assignment for the benefit of creditors or otherwise):

                  (a) the  holders of all  Senior  Indebtedness  shall  first be
         entitled to receive payment in full in cash of all Senior  Indebtedness
         (including,  without  limitation,  post-petition  interest  at the rate
         provided in the documentation with respect to the Senior  Indebtedness,
         whether or not such post-petition  interest is an allowed claim against
         the debtor in any bankruptcy or similar  proceeding)  before the holder
         of the Note is entitled to receive any payment of any kind or character
         on account of the Subordinated Indebtedness;

                  (b) any payment or distributions of assets of the Payor of any
         kind or character, whether in cash, property or securities to which the
         holder of the Note would be entitled  except for the provisions of this
         Annex A,  shall be paid by the  liquidating  trustee  or agent or other
         person  making  such  payment  or  distribution,  whether a trustee  in
         bankruptcy,  a receiver  or  liquidating  trustee  or other  trustee or
         agent,  directly  to  the  holders  of  Senior  Indebtedness  or  their
         representative or representatives,  or to the trustee or trustees under
         any indenture  under which any  instruments  evidencing any such Senior
         Indebtedness  may have been issued as their  respective  interests  may
         appear   (including   by  giving   effect  to  any   intercreditor   or
         subordination arrangements among such holders), to the extent necessary
         to make  payment in full in cash of all Senior  Indebtedness  remaining
         unpaid,  after giving effect to any concurrent  payment or distribution
         to the holders of such Senior Indebtedness; and

                  (c)  in  the  event  that,   notwithstanding   the   foregoing
         provisions of this Section 1.03, any payment or  distribution of assets
         of the Payor of any kind or  character,  whether in cash,  property  or
         securities,  shall be  received by the holder of the Note on account of
         Subordinated  Indebtedness  before all Senior  Indebtedness  is paid in
         full in cash, such payment or  distribution  shall be received and held
         in  trust  for and  shall be paid  over to the  holders  of the  Senior
         Indebtedness remaining unpaid or unprovided for or their representative
         or  representatives,  or to the trustee or trustees under any indenture
         under which any instruments  evidencing any of such Senior Indebtedness
         may  have  been  issued,  as  their  respective  interests  may  appear
         (including  by giving  effect  to any  intercreditor  or  subordination
         arrangements among such holders) for application to the payment of such
         Senior  Indebtedness until all such Senior Indebtedness shall have been
         paid in full in cash, after giving effect to any concurrent  payment or
         distribution to the holders of such Senior Indebtedness.




<PAGE>


                  Section  1.04.  Subrogation.  Subject to the prior  payment in
full in cash of all  Senior  Indebtedness,  the  holder  of the  Note  shall  be
subrogated  to the  rights of the  holders  of Senior  Indebtedness  to  receive
payments  or  distributions  of  assets of the Payor  applicable  to the  Senior
Indebtedness  until all amounts owing on the Note shall be paid in full, and for
the purpose of such  subrogation no payments or  distributions to the holders of
the Senior  Indebtedness  by or on behalf of the Payor or by or on behalf of the
holder of the Note by virtue of this  Annex A which  otherwise  would  have been
made to the holder of the Note shall, as between the Payor,  its creditors other
than the holders of Senior  Indebtedness,  and the holder of the Note, be deemed
to be payment by the Payor to or on account of the Senior Indebtedness, it being
understood  that the provisions of this Annex A are and are intended  solely for
the purpose of defining  the relative  rights of the holder of the Note,  on the
one hand, and the holders of the Senior Indebtedness, on the other hand.

                  Section 1.05.  Obligation of the Payor Unconditional.  Nothing
contained  in this Annex A or in the Note is  intended  to or shall  impair,  as
between the Payor and the holder of the Note, the obligation of the Payor, which
is absolute and unconditional, to pay to the holder of the Note the principal of
and  interest  on the Note as and when the same shall  become due and payable in
accordance  with their  terms,  or is intended to or shall  affect the  relative
rights of the  holder of the Note and  creditors  of the  Payor  other  than the
holders of the Senior Indebtedness, nor shall anything herein or therein prevent
the holder of the Note from  exercising  all  remedies  otherwise  permitted  by
applicable  law  upon an  event  of  default  under  the  Note,  subject  to the
provisions  of this Annex A and the  rights,  if any,  under this Annex A of the
holders of Senior  Indebtedness in respect of cash,  property,  or securities of
the Payor received upon the exercise of any such remedy.  Upon any  distribution
of assets of the Payor referred to in this Annex A, the holder of the Note shall
be  entitled  to rely upon any order or  decree  made by any court of  competent
jurisdiction   in  which  such   dissolution,   winding   up,   liquidation   or
reorganization  proceedings  are pending,  or a certificate  of the  liquidating
trustee or agent or other person  making any  distribution  to the holder of the
Note,  for the purpose of  ascertaining  the persons  entitled to participate in
such distribution, the holders of the Senior Indebtedness and other indebtedness
of the Payor, the amount thereof or payable thereon,  the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Annex A.

                  Section  1.06.  Subordination  Rights Not  Impaired by Acts or
Omissions of Payor or Holders of Senior Indebtedness. No right of any present or
future holders of any Senior  Indebtedness  to enforce  subordination  as herein
provided  shall at any time in any way be  prejudiced  or impaired by any act or
failure  to act on the part of the Payor or by any act or failure to act in good
faith by any such holder,  or by any  noncompliance  by the Payor with the terms
and provisions of the Note,  regardless of any knowledge  thereof which any such
holder  may  have or be  otherwise  charged  with.  The  holders  of the  Senior
Indebtedness  may, without in any way affecting the obligations of the holder of
the Note  with  respect  hereto,  at any time or from  time to time and in their
absolute discretion,  change the manner, place or terms of payment of, change or
extend the time of payment of, or renew, increase or otherwise alter, any Senior
Indebtedness  or  amend,  modify  or  supplement  any  agreement  or  instrument
governing or evidencing such Senior  Indebtedness or any other document referred
to therein,  or exercise or refrain  from  exercising  any other of their rights
under the  Senior  Indebtedness  including,  without  limitation,  the waiver of
default  thereunder  and the  release of any  collateral  securing  such  Senior
Indebtedness, all without notice to or assent from the holder of the Note.




<PAGE>


                  Section   1.07.   Senior   Indebtedness.   The  term   "Senior
Indebtedness"  shall mean all  Obligations  (as defined  below) (i) of the Payor
under,  or in respect  of,  (x) the  Credit  Agreement  (as  amended,  modified,
supplemented,  extended, restated, refinanced, replaced or refunded from time to
time,  the "Credit  Agreement"),  dated as of April 11, 2000, by and among SITEL
Corporation,  SITEL Europe plc, SITEL TMS Limited, the lenders from time to time
party  thereto,  and Bankers Trust Company,  as  Administrative  Agent,  and any
renewal, extension, restatement,  refinancing or refunding thereof, and (y) each
other Credit Document (as defined in the Credit Agreement) to which the Payor is
a party,  (ii) of the Payor under,  or in respect of (including by reason of any
Guaranty  (as defined in the Credit  Agreement)  to which the Payor is a party),
any Interest Rate  Protection  Agreements or Other Hedging  Agreements  (each as
defined in the Credit Agreement), and (iii) of the Payor under, or in respect of
(including by reason of any guaranty of) the Senior  Subordinated  Notes and the
other  Senior  Subordinated  Note  Documents  (each  as  defined  in the  Credit
Agreement).  As used herein,  the term  "Obligation"  shall mean any  principal,
interest, premium, penalties, fees, expenses,  indemnities and other liabilities
and  obligations   (including   guaranties  of  the  foregoing  liabilities  and
obligations)  payable under the documentation  governing any Senior Indebtedness
(including post-petition interest at the rate provided in the documentation with
respect to such Senior Indebtedness,  whether or not such interest is an allowed
claim against the debtor in any bankruptcy or similar proceeding).


<PAGE>

EXHIBIT N                                    LETTERHEAD OF CT CORPORATION SYSTEM

[Date]



To the  Administrative  Agent  and the  Lenders  party to the  Credit  Agreement
referred to below:

Ladies and Gentlemen:

                  Reference  is made to (i) the  Credit  Agreement,  dated as of
April 11, 2000,  among SITEL  Corporation,  SITEL Europe plc,  SITEL TMS Limited
(each  individually,  a "Borrower",  and  collectively,  the  "Borrowers"),  the
lenders  from time to time party  thereto  (the  "Lenders")  and  Bankers  Trust
Company,  as  Administrative  Agent  (as  amended,  restated,   modified  and/or
supplemented  from  time to time,  the  "Credit  Agreement").  Unless  otherwise
defined  herein,  capitalized  terms used in this letter shall have the meanings
set forth in the Credit Agreement.

                  Pursuant to Section 13.08 of the Credit  Agreement and Section
20 of the Foreign Subsidiaries  Guaranty,  each Borrower and each Foreign Credit
Party has  respectively  irrevocably  designated,  appointed  and  empowered the
undersigned, CT Corporation System, with offices currently located at 111 Eighth
Avenue,  New York,  New York 10011,  as its authorized  designee,  appointee and
agent to receive,  accept and acknowledge for and on its behalf,  and in respect
of its  property,  service of any and all legal  process,  summons,  notices and
documents  which may be served in any such action or  proceeding  brought in the
courts  of the State of New York or of the  United  States  of  America  for the
Southern  District  of New York with  respect to the Credit  Agreement  and each
other Credit Document to which it is a party.

                  The undersigned hereby informs you that it irrevocably accepts
such  appointment as agent as set forth in Section 13.08 of the Credit Agreement
and Section 20 of the Foreign Subsidiaries Guaranty and agrees with you that the
undersigned (i) shall inform the Administrative Agent promptly in writing of any
change of its address in New York City,  (ii) shall perform its  obligations  as
such process  agent in  accordance  with the  provisions of Section 13.08 of the
Credit Agreement and Section 20 of the Foreign  Subsidiaries  Guaranty and (iii)
shall forward  promptly to each Borrower and each Foreign Credit Party any legal
process,  summons,  notices and  documents  received by the  undersigned  in its
capacity as process agent.


<PAGE>



                  As  process  agent,  the  undersigned,  and its  successor  or
successors,  agree to discharge  the  above-mentioned  obligations  and will not
refuse  fulfillment  of such  obligations  under  Section  13.08  of the  Credit
Agreement and Section 20 of the Foreign Subsidiaries Guaranty.

                                           Very truly yours,

                                           CT CORPORATION SYSTEM



                                           By_______________________________
                                              Title: