Amendment No. 3 to Credit Agreement dated December 22, 2000



 EXHIBIT 4.10 
  
  
  
 AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, 
  
 dated as of December 22, 2000, 
  
 among 
  
 CARLISLE FINANCE S.A. 
 as Borrower, 
  
 and 
  
 CERTAIN COMMERCIAL LENDING INSTITUTIONS,

  
 as Lenders, 
  
 and 
  
 THE BANK OF NOVA SCOTIA 
  
 as Agent for the Lenders 







 AMENDMENT NO. 3 TO THE CREDIT AGREEMENT 
  
 THIS AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, dated as of December 22, 2000 (this “Amendment”), among:

  
 (a) CARLISLE FINANCE S.A., a corporation
organized under the law of Luxembourg (the “Borrower”), 
  
 (b) SCOTIABANK EUROPE PLC (“Scotiabank Europe”), 
  
 (c) BARCLAYS BANK PLC (“Barclays”), 
  
 (d) FIRST UNION NATIONAL BANK (“First Union” and, together with Scotiabank Europe and
Barclays, collectively, the “Lenders” and, individually, a “Lender”), and 
  
 (e) THE BANK OF NOVA SCOTIA, as agent and security trustee (the “Agent”) for the Lenders, 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Borrower, Scotiabank Europe and the Agent have heretofore
entered into a certain Credit Agreement, dated as of March 30, 2000 (as amended and in effect from time to time, the “Credit Agreement”); and 
  

WHEREAS, the Borrower, the Lenders and the Agent now desire to amend the Credit Agreement in certain respects, as hereinafter provided; and 

 
 NOW, THEREFORE, the parties hereto agree as follows: 
  
 ARTICLE I 
  
 DEFINITIONS 
  
 SECTION 1.1 Use of Defined Terms. Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in the Credit
Agreement shall have such meanings when used in this Amendment. 
  
 ARTICLE II 
  
 AMENDMENTS 
  
 SECTION 2.1 New Definitions. The following new definitions shall be
added to Appendix A of the Credit Agreement in the appropriate alphabetical locations: 
  
 “‘BTL’ shall mean Belize Telecommunications Limited, a company organized under the laws of the Republic of
Belize.” 
  
 “‘BTL
Acquisition’ shall mean, collectively, (a) the acquisition by the Group Parent, or one or more of its Subsidiaries, of common shares of BTL, representing 24% of the issued and outstanding capital stock of BTL, and (b) the Hewitson Walker
Settlement, in each case for a consideration consisting solely of the BTL-related Dispositions.” 
  
 “‘BTL Pledge Agreement’ shall mean a pledge agreement, in form and substance satisfactory to the Agent, that
provides for the creation of a first priority Lien over all of the capital stock of BTL held by 







 the Group Companies, and which shall provide that such Lien shall terminate upon the receipt by the
Securing Group Companies of dividend payments, paid in cash, in respect of such capital stock in an aggregate amount (when converted into United States dollars) equal to U.S.$11,000,000. 
  
 “‘BTL-related Dispositions’ shall mean the transfer of the Property described on
Schedule A hereto by the owners specified on said Schedule pursuant to, and concurrently with, the BTL Acquisition.” 
  
 “‘Carlisle Staffing BVI’ shall mean Carlisle Staffing Limited, a company organized under the laws of the British
Virgin Islands.” 
  
 “‘Hewitson
Walker Consent’ shall mean the letter dated September 20, 2000 from the Agent to the Borrower and the U.K. Parent relating to the acquisition by the U.K. Parent of all of the capital stock of Carlisle Staffing BVI.” 
  
 “‘Hewitson Walker Debt’ shall mean the
Indebtedness originally of the U.K. Parent (in a principal amount equal to £5,246,489) referred in paragraph (a) of the Hewitson Walker Consent. 
  
 “Hewitson Walker Settlement’ shall mean the satisfaction in full of all obligations of the U.K. Parent in respect of the
Hewitson Walker Debt.” 
  
 SECTION 2.2 No Mandatory
Prepayment From BTL-Related Dispositions. The following sentence shall be added at the end of the definition of “Net Disposition Proceeds” in Appendix A to the Credit Agreement: 
  
 “For the avoidance of doubt, the parties hereto confirm that there will
be no Net Disposition Proceeds received by any Group Company in connection with the BTL Acquisition.” 
  
 SECTION 2.3 BTL as a Group Company. The definition of “Group Company” in Appendix A to the Credit Agreement shall be amended by adding
the following at the end thereof: 
  
 “, provided
that BTL and its Subsidiaries shall not be Group Companies.” 
  
 ARTICLE III 
  
 MODIFICATION OF CONSENT 
  
 SECTION 3.1 Extension of time to repay Hewitson Walker Debt. Each of
the Lenders agrees that the requirement of the Hewitson Walker Consent that the Hewitson Walker Debt be repaid within 91 days after the date of incurrence thereof shall be waived, subject to the condition that the Hewitson Walker Settlement shall
occur (or on the Hewitson Walker Debt be repaid) on or prior to March 31, 2001. 
  
 ARTICLE IV 
  
 CONDITIONS
PRECEDENT 
  
 SECTION 4.1 Conditions to Effectiveness. The
effectiveness of this Amendment shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.1. 
  
 SECTION 4.1.1. Amendment to Group Parent Guaranty. The Group Parent and each Group Company (other than the U.K. Guarantors and the U.S. Companies)
shall have entered into an amendment to the Group Parent Guaranty in substantially the form of Exhibit A hereto. 
  
 SECTION 4.1.2. Amendment to U.K. Guaranty. The U.K. Parent and each of the U.K. Guarantors shall have entered into an amendment to the U.K.
Guaranty in substantially the form of Exhibit B hereto. 







 SECTION 4.1.3. Amendment to U.S. Loan Agreement. The Borrower and the U.S. Parent shall have
entered into an amendment to the U.S. Loan Agreement that modifies the definition of “Group Company” to provide that BTL and its Subsidiaries shall not be Group Companies. 
  
 SECTION 4.1.4. Pledge of Capital Stock of BTL. Each Group Company that holds any BTL shares shall have entered into
the BTL Pledge Agreement, and the Agent shall have received each of the following: 
  
 (a) copies of the BTL Pledge Agreement, duly executed and delivered; 
  
 (b) evidence satisfactory to the Agent that the Lien over the capital stock of BTL intended to be created by
the BTL Pledge Agreement shall have been duly perfected in accordance with the laws of Belize; and 
  
 (c) a legal opinion, in form and substance satisfactory to the Agent, from counsel in Belize satisfactory to the Agent, to the effect that
the BTL Pledge Agreement has been duly executed and delivered by the parties thereto, that it constitutes a legal, valid and binding obligation of the parties thereto, and that the Lien intended to be created thereby has been duly created and
perfected. 
  
 SECTION 4.1.5. Fairness Opinion. Each of the
Lenders shall have received a copy of a fairness opinion with respect to the BTL Acquisition, in accordance with the rules of the Alternative Investment Market of the London Stock Exchange, provided by the Group Parent’s Nominated Advisor.

  
 SECTION 4.1.6. Compliance with Warranties, No Default, etc.
Both before and after giving effect to any Borrowing in connection with this Amendment the following statements shall be true and correct: 
  
 (a) the representations and warranties set forth in Article VI of the Credit Agreement (excluding, however, those contained in Section
6.7) shall be true and correct with the same effect as if then made (unless stated to relate solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier date); 
  
 (b) except as disclosed by the Borrower to the Agent and the
Lenders pursuant to Section 6.7 of the Credit Agreement 
  
 (i) no litigation, action, proceeding, arbitration or governmental investigation shall be pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Subsidiary Guarantors which might
materially adversely affect the Borrower’s consolidated financial condition, operations, assets, business, revenues, properties or prospects or which purports to affect the legality, validity or enforceability of this Agreement, or any other
Loan Document; 
  
 (ii) no development shall have
occurred in any labor controversy, litigation, arbitration or governmental investigation or proceeding disclosed pursuant to Section 6.7 of the Credit Agreement which might materially adversely affect the Borrower’s consolidated financial
condition, operations, assets, business, revenues, properties or prospects; and 
  
 (c) no Default shall have then occurred and be continuing, and none of the Borrower, any other Group Company, or any of their respective
Subsidiaries is in material violation of any law or governmental regulation or court order or decree. 
  
 SECTION 4.1.7. Satisfactory Legal Form. All documents executed or submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries or any other Group Company shall be in satisfactory form and substance to the Agent and its counsel; and the Agent and its counsel shall have received all information, approvals, opinions, documents or instruments as the Agent or its
counsel may have reasonably requested. 







 ARTICLE V 
  
 REPRESENTATIONS AND WARRANTIES 
  
 In order to induce the Lenders and the Agent to enter into this Amendment, the Borrower hereby reaffirms, as of the date hereof (unless stated to relate
solely to an early date, in which case such representations and warranties shall be true and correct as of such earlier date), its representations and warranties contained in Article VI of the Credit Agreement (except those contained in Section 6.7)
and additionally represents and warrants unto the Agent and each Lender as set forth in this Article V. 
  
 SECTION 5.1 Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Amendment and each other
Loan Document executed or to be executed by it in connection with this Amendment, and the execution, delivery and performance by each other Group Company of each Loan Document executed or to be executed by it in connection with this Amendment are
within the Borrower’s and each such Group Company’s corporate powers, have been duly authorized by all necessary corporate action, and do not 
  
 (a) contravene the Borrower’s or any such Group Company’s Organic Documents; 
  
 (b) contravene any contractual restriction, law or
governmental regulation or court decree or order binding on or affecting the Borrower or any such Group Company; or 
  
 (c) result in, or require the creation or imposition of, any Lien on any of the Group Company’s properties (other than Liens in favor
of the Agent for the benefit of the Lenders). 
  
 SECTION 5.2
Governmental Approval, Regulation, etc. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance
by the Borrower or any other Group Company of this Amendment or any other Loan Document to be executed by it in connection with this Amendment. 
  
 SECTION 5.3 Validity, etc. This Amendment constitutes, and each other Loan Document executed by the Borrower in connection with this Amendment
will, on the due execution and delivery thereof, constitute, the legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms; and each Loan Document executed pursuant hereto by each other Group Company
will, on the due execution and delivery thereof by such Group Company, be the legal, valid and binding obligation of such Group Company enforceable in accordance with its terms. 
  
 ARTICLE VI 
  
 MISCELLANEOUS PROVISIONS 
  
 SECTION 6.1 Ratification of and References to the Credit Agreement. This Amendment shall be deemed to be an amendment to the Credit Agreement, and
the Credit Agreement, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the
Credit Agreement as amended hereby. 
  
 SECTION 6.2 Headings.
The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof. 
  
 SECTION 6.3 Execution in Counterparts, Effectiveness, etc. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be executed by the Borrower and the Agent and be deemed to be an original and all of which shall constitute together but one and the same agreement. This Amendment shall become effective when counterparts
hereof executed on behalf of the Borrower and each of the Lenders (or notice thereof satisfactory to the Agent) shall have been received by the Agent and notice thereof shall have been given by the Agent to the Borrower and each Lender. 







 SECTION 6.4 Governing Law; Entire Agreement. THIS AMENDMENT AND EACH OTHER LOAN DOCUMENT EXECUTED
IN CONNECTION HEREWITH SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Amendment and the other Loan Documents constitute the entire understanding among the parties hereto with respect
to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto. 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the day and year first above written. 
  

	CARLISLE FINANCE S.A.
		
	 By
	 	 /s/    DENNIS BOSJE


	 	 	 Name: Dennis Bosje

	 	 	 Title: Director



  

	
	SCOTIABANK EUROPE PLC
		
	 By
	 	 /s/    PETER D.GIRLING


	 	 	 Name: Peter D.Girling

	 	 	 Title: Director



  

	
	BARCLAYS BANK PLC
		
	 By
	 	 /s/    P.R.MAINPRIZE


	 	 	 Name: P.R.Mainprize

	 	 	 Title: Relationship Director



  

	
	FIRST UNION NATIONAL BANK
		
	 By
	 	 /s/    DAWN P.WEISS


	 	 	 Name: Dawn P.Weiss

	 	 	 Title: Vice President



  

	
	 THE BANK OF NOVA SCOTIA,
 as Agent and Security Trustee

		
	 By
	 	 /s/    JOHN HEEDS


	 	 	 Name: John Heeds

	 	 	 Title: Managing Director










 SCHEDULE A 
  
 BTL-related Dispositions 
  

	 Property to be Transferred
	  	 Owner

		
	 101,000 ordinary shares of RCO Holdings, Inc.
	  	 Carlisle Holdings Limited

		
	 11,075,000 ordinary shares of Corporate Services Group plc
	  	 Carlisle Holdings Limited

		
	 782,000 ordinary shares of Professional Staff plc,
represented by 782,000 American Depositary Shares
	  	 Carlisle Holdings Limited

		
	 300 ordinary shares of Daza Corporation (whose sole asset
is 2,195,283 shares no par value of
Consolidated Fruit
Corporation (BVI) Limited)
	  	 Carlisle Holdings Limited

		
	 100 ordinary shares of Bearwood Holdings Limited
	  	 Carlisle Group plc









 EXHIBIT A 
  
 AMENDMENT NO. 3 TO THE GROUP PARENT GUARANTY 
  
 THIS AMENDMENT NO. 3 TO THE GROUP PARENT GUARANTY, dated as of December 22, 2000 (this “Amendment”), among: 
  
 (a) CARLISLE HOLDINGS LIMITED (the “Group
Parent”), 
 (b) CARLISLE HOLDINGS (BERMUDA) LIMITED, 
 (c) CARLISLE FINANCE & PARTICIPATIONS S.A., 
 (d) KENARD INVESTMENTS LIMITED, 
 (e) TERTIAN HOLDINGS LIMITED, 
 (f) AAXIS HOLDINGS S.A.R.L., 
 (g) RAPID REEF HOLDINGS LIMITED, 
 (h) AAXIS LIMITED, 
 (i) AAXIS INVESTMENTS LIMITED, 
 (j) AGAMI LIMITED, 
 (k) AAXIS INVESTMENTS S.A.R.L., 
 (l) BLACKWOOD LIMITED, 
 (m) CARLISLE SERVICES LIMITED,, 
 (n) INDIGO SELECTION HOLDINGS PTY. LTD., 
 (o) INDIGO SELECTION PTY. LTD., 
 (p) CRISWOOD LIMITED, 
 (q) THE BANK OF NOVA SCOTIA, as agent and security trustee (in such capacity, together with its successors such capacity, the “Agent”), 
  
 W I T N E S S E T H: 
  
 WHEREAS, each of the parties hereto is party to a Group Parent Guaranty, dated as of March 30, 2000 (as amended and in effect from time to time, the
“Group Parent Guaranty”); and 
  
 WHEREAS, the
parties hereto wish to amend the Group Parent Guaranty in certain respects, as hereinafter provided; and 
  
 NOW, THEREFORE, the parties hereto agree as follows: 
  
 ARTICLE I 
  
 DEFINITIONS 
  
 SECTION 1.1 Use of Defined Terms. Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in the Credit Agreement shall have such meanings when used in this Amendment. 







 ARTICLE II 
  
 AMENDMENTS 
  
 SECTION 2.1 New Definitions. The following new definitions shall be added to Appendix A of the Group Parent Guaranty in the appropriate
alphabetical locations: 
  
 “‘BTL’ shall mean Belize Telecommunications Limited, a company organized under the laws of the Republic of Belize.” 
  
 “‘BTL Acquisition’ shall mean, collectively, (a) the acquisition by the Group Parent, or one or more of its
Subsidiaries, of common shares of BTL, representing 24% of the issued and outstanding capital stock of BTL, and (b) the Hewitson Walker Settlement, in each case for a consideration consisting solely of the BTL-related Dispositions.” 

 
 “‘BTL-related Dispositions’ shall
mean the transfer of the Property described on Schedule A hereto by the owners specified on said Schedule pursuant to, and concurrently with, the BTL Acquisition.” 
  
 “‘Carlisle Staffing BVI’ shall mean Carlisle Staffing Limited, a company organized
under the laws of the British Virgin Islands.” 
  
 “‘Hewitson Walker Consent’ shall mean the letter dated September 20, 2000 from the Agent to the Borrower and the Group Parent relating to the acquisition by the U.K. Parent of all of the capital stock of Carlisle
Staffing BVI.” 
  
 “‘Hewitson
Walker Debt’ shall mean the Indebtedness originally of the U.K. Parent (in a principal amount equal to £5,246,489) referred in paragraph (a) of the Hewitson Walker Consent. 
  
 “Hewitson Walker Settlement’ shall mean the
satisfaction in full of all obligations of the U.K. Parent in respect of the Hewitson Walker Debt.” 
  
 SECTION 2.2 Calculation of EBIT. The definition of “EBIT” in Appendix A to the Group Parent Guaranty shall be amended by as follows:

  

	 (a) by adding the following in clause (a) after the word “Associates”:
	  	“(and, in the case of the calculation of the EBIT of the Group Parent, income or loss attributable to equity in BTL)”.
		
	 (b) by adding the following in clause (b) after the word “Associates”:
	  	“(and, in the case of the calculation of the EBIT of the Group Parent, dividends received from BTL)”

  
 SECTION 2.3
Definition of “Leverage Ratio.” The definition of “Leverage Ratio” in Appendix A to the Group Parent Guaranty shall be amended in its entirety to read as follows: 
  
 “‘Leverage Ratio’ means, as at any date, the ratio of: 
  
 (a) the aggregate amount of Financial Debt of the Group
Parent and its Subsidiaries on such date (other than (x) Debt Incurred by the Belize Bank in the Ordinary Course of Business and (y) Financial Debt of BTL), to 







 (b) EBITDA of the Group Parent for the rolling Period ended on, or most recently ended
prior to, such date (excluding, however, the EBITDA of BTL).” 
  
 SECTION 2.4 Definition of “Interest Coverage Ratio.” The definition of “Interest Coverage Ratio” in Appendix A to the Group Parent Guaranty shall be amended in its entirety to read as follows: 
  
 “‘Interest Coverage Ratio’ means, as
at any date, for the Rolling Period ended on, or most recently ended prior to, such date, the ratio of: 
  
 (a) EBIT of the Group Parent for such Rolling Period (excluding any EBIT of BTL), to 
  
 (b) the sum of the following for such Rolling Period:

  
 (i) Interest Expense of the Group Parent,
excluding 
  
 (A) any Interest Expense of
the Group Parent in respect of loan origination fees, 
  
 (B) any Interest Expense of the Group Parent in respect of the Group Companies’ self-insurance program, 
  
 (C) any Interest Expense of The Belize Bank Limited in respect of Debt Incurred by the Belize Bank in the Ordinary Course of Business,

  
 (D) any Interest Expense of BTL,
minus 
  
 (ii) any interest income of the
Group Parent and its Subsidiaries for such Rolling Period (determined in accordance with GAAP), other than any interest income in respect of Debt Incurred by the Belize Bank in the Ordinary Course of Business and other than any interest income of
BTL.” 
  
 SECTION 2.5 BTL-related Dispositions.
Section 4.2.9 of the Group Parent Guaranty shall be amended by replacing the word “or” at the end of clause (b) with a comma, and adding the following new clause (d): 
  
 “, or (d) is a BTL-related Disposition.” 
  
 SECTION 2.6 BTL Acquisition. Section 4.2.5(f) of the Group Parent
Guaranty shall be amended in its entirety to read as follows: 
  
 “(f) Investments consisting of Permitted Acquisitions and Investments consisting of capital stock of BTL acquired in the BTL Acquisition;” 
  
 In addition, the definition of “Group Company” in Appendix A to the Group Parent Guaranty shall be amended by adding the following
at the end thereof: 
  
 “, provided that BTL and its
Subsidiaries shall not be Group Companies.” 
  
 SECTION
2.7 Reinvestment of BTL Dividend Payments. Section 4.2.5 of the Group Parent Guaranty shall be amended by adding the following additional proviso at the end thereof: 
  
 “provided, further, that (notwithstanding clause (g) above) no Investments may be made by any Guarantor (other
than Investments in any Security Group Company) with the proceeds of any dividend payments or other distributions made by BTL, until after the date on which the aggregate amount of such dividend payments that were made in cash to Securing Group
Companies shall be equal (after being converted into United States dollars) to U.S.$11,000,000.” 







 ARTICLE III 
  
 MISCELLANEOUS PROVISIONS 
  
 SECTION 3.1 Ratification of and References to the Group Parent Guaranty. This Amendment shall be deemed to be an amendment to the Group Parent
Guaranty, and the Group Parent Guaranty, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the Group Parent Guaranty in any other document, instrument, agreement or writing shall hereafter be
deemed to refer to the Group Parent Guaranty as amended hereby. 
  
 SECTION 3.2 Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof. 
  
 SECTION 3.3 Execution in Counterparts, Effectiveness, etc. This
Amendment may be executed by the parties hereto in several counterparts, each of which shall be executed by the parties hereto and be deemed to be an original and all of which shall constitute together but one and the same agreement. This Amendment
shall become effective when counterparts hereof executed on behalf of the parties hereto (or notice thereof satisfactory to the Agent) shall have been received by the Agent and notice thereof shall have been given by the Agent to the Borrower and
each Lender. 
  
 SECTION 3.4 Governing Law; Entire
Agreement. THIS AMENDMENT AND EACH OTHER LOAN DOCUMENT EXECUTED IN CONNECTION HEREWITH SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Amendment and the other Loan Documents
constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto. 







 WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the day and year first above written. 
  

	CARLISLE HOLDINGS LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:



  

	
	Executed as a DEED by:
	
	CARLISLE HOLDINGS (BERMUDA) LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:



  

	
	CARLISLE FINANCE & PARTICIPATIONS S.A.
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:



  

	
	Executed as a DEED by:
	
	KENARD INVESTMENTS LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:



  

	
	Executed as a DEED by:
	
	TERTIAN HOLDINGS LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:



  

	
	AAXIS HOLDINGS S.A.R.L.
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:











	Executed as a DEED by:
	
	RAPID REEF HOLDINGS LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:



  

	
	Executed as a DEED by:
	
	AAXIS LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:



  

	
	Executed as a DEED by:
			
	 	 	 	 	AAXIS INVESTMENTS LIMITED
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

	
	AGAMI LIMITED
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

	
	AAXIS INVESTMENTS S.A.R.L.
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

				
	 	 	 	 	 	 	BLACKWOOD LIMITED
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

	
	CARLISLE SERVICES LIMITED
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:











	
	INDIGO SELECTION HOLDINGS PTY. LTD.
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:

	
	INDIGO SELECTION PTY. LTD.
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

	
	THE BANK OF NOVA SCOTIA,
	 as Agent and Security Trustee

		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:










 SCHEDULE A 
  
 BTL-related Dispositions 
  

	 Property to be Transferred
	  	 Owner

		
	 101,000 ordinary shares of RCO Holdings, Inc.
	  	 Carlisle Holdings Limited

		
	 11,075,000 ordinary shares of Corporate Services Group plc
	  	 Carlisle Holdings Limited

		
	 782,000 ordinary shares of Professional Staff plc,
represented by 782,000 American Depositary Shares
	  	 Carlisle Holdings Limited

		
	 300 ordinary shares of Daza Corporation (whose sole asset
is 2,195,283 shares no par value of
Consolidated Fruit
Corporation (BVI) Limited)
	  	 Carlisle Holdings Limited

		
	 100 ordinary shares of Bearwood Holdings Limited
	  	 Carlisle Group plc









 EXHIBIT B 
  
 AMENDMENT NO. 1 TO THE U.K. GUARANTY 
  
 THIS AMENDMENT NO. 1 TO THE U.K. GUARANTY, dated as of December 22, 2000 (this “Amendment”), among: 
  
 (a) CARLISLE GROUP PLC, 
  
 (b) the other Guarantors listed on the signature pages
hereto, and 
  
 (c) THE BANK OF NOVA SCOTIA, as
agent and security trustee (in such capacity, together with its successors such capacity, the “Agent”), 
  
 W I T N E S S E T H: 
  
 WHEREAS, each of the parties hereto is party to a U.K. Guaranty, dated as of March 30, 2000 (as amended and in effect from time to time, the “U.K.
Guaranty”); and 
  
 WHEREAS, the parties hereto wish to
amend the U.K. Guaranty in certain respects, as hereinafter provided; and 
  
 NOW, THEREFORE, the parties hereto agree as follows: 
  
 ARTICLE I 
  
 DEFINITIONS

  
 SECTION 1.1 Use of Defined Terms. Unless otherwise
defined or the context otherwise requires, terms for which meanings are provided in the Credit Agreement shall have such meanings when used in this Amendment. 
  

ARTICLE II 
  
 AMENDMENTS 
  
 SECTION 2.1 New Definitions. The following new definitions shall be added to Appendix A of the U.K. Guaranty in the appropriate alphabetical locations: 
  
 “‘BTL’ shall mean Belize Telecommunications Limited, a company organized under the
laws of the Republic of Belize.” 
  
 SECTION 2.2
Definition of “Group Company.” The definition of “Group Company” in Appendix A to the U.K. Guaranty shall be amended by adding the following at the end thereof: 
  
 “, provided that BTL and its Subsidiaries shall not be Group Companies.” 







 ARTICLE III 
  
 MISCELLANEOUS PROVISIONS 
  
 SECTION 3.1 Ratification of and References to the U.K. Guaranty. This Amendment shall be deemed to be an amendment to the U.K. Guaranty, and the
U.K. Guaranty, as amended hereby, is hereby ratified, approved and confirmed in each and every respect. All references to the U.K. Guaranty in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the U.K.
Guaranty as amended hereby. 
  
 SECTION 3.2 Headings. The
various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof. 
  
 SECTION 3.3 Execution in Counterparts, Effectiveness, etc. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be executed by the parties hereto and be deemed to be an original and all of which shall constitute together but one and the same agreement. This Amendment shall become effective when counterparts hereof
executed on behalf of the parties hereto (or notice thereof satisfactory to the Agent) shall have been received by the Agent and notice thereof shall have been given by the Agent to the Borrower and each Lender. 
  
 SECTION 3.4 Governing Law; Entire Agreement. THIS AMENDMENT AND EACH
OTHER LOAN DOCUMENT EXECUTED IN CONNECTION HEREWITH SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Amendment and the other Loan Documents constitute the entire understanding among
the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto. 







 WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the day and year first above written. 
  

	CARLISLE GROUP PLC
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	BMS LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	LI HOLDINGS LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	LI GROUP LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	PILKINGTON CONTRACT CLEANING LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	COASTLINE CLEANING COMPANY LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	CARLISLE STAFFING SERVICES LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:











	
	RECRUIT PLC
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	             INDIGO SELECTION
LIMITED

		
	             By
	 	  


	 	 	             Name:

	 	 	             Title:

	
	AGENCY COVER LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	FIRST CALL EDUCATIONAL SERVICES LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	             BARKER PERSONNEL SERVICES
LIMITED

		
	             By
	 	  


	 	 	             Name:

	 	 	             Title:

	
	ABACUS RECRUITMENT HOLDINGS LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	ABACUS RECRUITMENT PLC
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	ABACUS RECRUITMENT SERVICES LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:











	
	RYEDALE ASSOCIATES LIMITED
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

	
	DELTA PERSONNEL LIMITED
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

				
	 	 	 	 	 	 	 SPARK RECRUITMENT LIMITED

				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

	
	CAPITOL GROUP PLC
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

	
	CAPITOL SECURITY SERVICES LIMITED
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

	
	AKITA SECURITY LIMITED
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

	
	RETAIL PROTECTION SERVICES LIMITED
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

	
	BOURNE SECURITY LIMITED
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:











	
	GUARD GROUP LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	            GUARD SERVICES LIMITED
		
	             By
	 	  


	 	 	             Name:

	 	 	             Title:

	
	TRACEDANCE LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	SPECIALISTED INVESTIGATION SERVICES LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	BEARWOOD HOLDINGS LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	BEARWOOD CORPORATE SERVICES LIMITED
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:











	
	CARLISLE ACQUISITION FINANCE LIMITED
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

				
	 	 	 	 	 	 	 TATE APPOINTMENTS LIMITED

				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

	
	TATE SERVICES (BVI) LIMITED
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  

	
	CARLISLE NOMINEES LIMITED
				
	 	 	 	 	 By
	 	  


	 	 	 	 	 	 	 Name:

	 	 	 	 	 	 	 Title:



  
 PRESENT when the Common
Seal of 
  
 CARLISLE SECURITY LIMITED 
  
 was affixed hereto: 
  
  
  
  
  
 PRESENT when the Common Seal of 
  
 PLATINUM SECURITY SERVICES LIMITED 
  
 was affixed hereto: 







 PRESENT when the Common Seal of 
  
 DELTA SECURITY LIMITED 
  
 was affixed hereto: 
  
  
  
  
  
 PRESENT when the Common Seal of 
  
 MONITORING SERVICES LIMITED 
  
 was affixed hereto: 







 PRESENT when the Common Seal of 
  
 RECRUIT CONSULTANTS LIMITED 
  
 was affixed hereto: 
  
  
  
  
  
 PRESENT when the Common Seal of 
  
 IRC EGLINTON RECRUITMENT LIMITED 
  
 was affixed hereto: 
  
  
  
  
  
 PRESENT when the Common Seal of 
  
 M&M KING LIMITED 
  
 was affixed hereto: 
  
  
  
  
  
 PRESENT when the Common Seal of 
  
 GLENTURKAN 
  
 was affixed hereto: 







 PRESENT when the Common Seal of 
  
 IRISH RECRUITMENT CONSULTANTS LIMITED 
  
 was affixed hereto: 








	 THE BANK OF NOVA SCOTIA,
as Agent and Security Trustee

		
	 By
	 	  


	 	 	 Name:
 Title: