Exhibit 10.1


CONSENT
AND SECOND AMENDMENT

TO

CREDIT AGREEMENT


This CONSENT AND SECOND AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”)
dated as of December 20, 2006, by and among SITEL CORPORATION, a Minnesota corporation (“Parent”), and
each of Parent’s Subsidiaries identified on the signature pages hereof (such
Subsidiaries, together with Parent, are referred to hereinafter each
individually as a “Borrower”, and collectively, as the “Borrowers”), WELLS FARGO FOOTHILL, INC., a
California corporation, as a Lender, as administrative agent for the Lenders
(in such capacity, together with its successors and assigns in such capacity, “Administrative
Agent”), European administrative agent for the Lenders, collateral agent
for the Lender Group and the Bank Product Providers (in such capacity, together
with its successors and assigns in such capacity, “Collateral Agent”)
and fronting lender for the Lenders, WELLS
FARGO FINANCIAL CORPORATION CANADA, a Nova Scotia unlimited liability
company, as a Lender and as Canadian administrative agent for the Lenders, and
the other Lenders party hereto.


WHEREAS,
Borrowers, Administrative Agent and certain other financial institutions from
time to time party thereto (the “Lenders”) are parties to that certain
Credit Agreement dated as of August 19, 2005 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”);


WHEREAS,
Borrowers desire to increase the maximum principal amount of the Letter of
Credit issued by US Bank on behalf of Parent and listed on Schedule 4.19 to the
Credit Agreement from $900,000 to $1,350,000 and to increase the balance of the
Deposit Account pledged to US Bank to secure such Letter of Credit as described
on Schedule P-1 to the Credit Agreement from $900,000 to $1,350,000 (the “Additional
L/C Indebtedness”);


WHEREAS, Borrowers have requested that
Administrative Agent and Required Lenders consent to incurrence of the
Additional L/C Indebtedness and the undersigned Required Lenders have agreed to
do so subject to the terms and conditions contained herein; and


WHEREAS, Borrowers, Administrative Agent and
Required Lenders have further agreed to amend Section 6.17(a)(iii) of the
Credit Agreement, subject to the terms and conditions contained herein.


NOW, THEREFORE, in consideration of the foregoing
recitals, the mutual covenants and agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


1.             Defined Terms.  Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to such terms in the Credit
Agreement.









 



2.             Consent. Subject to the satisfaction of the
conditions set forth in Section 5 below, notwithstanding any provision in the
Credit Agreement or the other Loan Documents to the contrary, Administrative
Agent and the Required Lenders hereby consent to the incurrence of the
Additional L/C Indebtedness.  This
consent is a limited consent and shall not be deemed to constitute a consent
with respect to any other current or future departure from the requirements of
any provision of the Credit Agreement or any other Loan Documents.


3.             Amendments to Credit Agreement.  Subject to the satisfaction of the conditions
set forth in Section 5 of this Amendment, Section 6.17(a)(iii) of the Credit Agreement is hereby
amended and restated in its entirety as follows:


(iii)          Leverage Ratio.  A
Leverage Ratio, measured on a quarter-end basis, of not more than the ratio set
forth in the following table for the applicable period set forth opposite
thereto:




	
  Applicable Ratio

  	
   

  	
  Applicable Period

  
	
  2.50:1.0

  	
   

  	
  For the 4 fiscal
  quarters

  ending March 31, 2006 and June 30, 2006

  
	
  2.25:1.0

  	
   

  	
  For the 4 fiscal
  quarters 

  ending September 30, 2006 and December 31, 2006

  
	
  2.00:1.0

  	
   

  	
  For the 4 fiscal
  quarters 

  ending each fiscal quarter thereafter

  






 


4.             Ratification.  This Amendment, subject to satisfaction of
the conditions provided below, shall constitute consents and amendments to the
Credit Agreement and all of the Loan Documents as appropriate to express the
agreements contained herein.  In all
other respects, the Credit Agreement and the Loan Documents shall remain
unchanged and in full force and effect in accordance with their original terms.


5.             Conditions Precedent.  The effectiveness of this Amendment is
subject to the following conditions precedent:


(a)           Borrowers,
Administrative Agent and the Required Lenders shall have executed and delivered
to Administrative Agent this Amendment;


(b)           Borrowers,
Ableco Finance LLC, as agent, and the “Required Lenders” party to the Term B
Credit Agreement shall have executed and delivered a consent and amendment to
the Term B Credit Agreement in form and substance satisfactory to Administrative
Agent; and



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(c)           Administrative
Agent shall have received the amendment fee payable pursuant to Section 6
below.


6.             Amendment
Fee.  Borrowers hereby agree to pay
to Administrative Agent on the date hereof, for distribution to the Lenders
based on their Pro Rata Shares, an amendment fee equal to $50,000.  The foregoing amendment fee is in addition
to, and not in lieu of, all other fees charged to the Borrowers under the Loan
Documents.


7.             Release.  Each Borrower hereby absolutely and
unconditionally releases and forever discharges Administrative Agent and the
Lenders, and any and all participants, parent corporations, subsidiary
corporations, affiliated corporations, insurers, indemnitors, successors and
assigns thereof, together with all of the present and former directors,
officers, agents and employees of any of the foregoing, from any and all
claims, demands or causes of action of any kind, nature or description, whether
arising in law or equity or upon contract or tort or under any state or federal
law or otherwise, which such Borrower has had, now has or has made claim to
have against any such person for or by reason of any act, omission, matter,
cause or thing whatsoever arising from the beginning of time to and including
the date of this Amendment, whether such claims, demands and causes of action
are matured or unmatured or known (and for the avoidance of doubt, not
including any act, omission, matter, cause or thing whatsoever arising after
the date of this Amendment) or unknown.


8.             Miscellaneous.


(a)           Warranties and Absence of Defaults.  In order to induce Administrative
Agent and the Required Lenders to enter
into this Amendment, each Borrower hereby warrants to Administrative Agent and the Lenders, as of the date hereof,
that:


(i)            the representations
and warranties contained in the Credit Agreement or in the other Loan Documents
shall be true and correct in all material respects on and as of the date
hereof, as though made on and as of such date (except to the extent that such
representations and warranties relate solely to an earlier date); and


(ii)           no Default or Event
of Default shall have occurred and be continuing on the date hereof.


(b)           Expenses. 
Borrowers, jointly and severally, agree to pay on demand all reasonable
costs and expenses of Administrative Agent (including the reasonable fees and
expenses of outside counsel for Agent) in connection with the preparation,
negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided
for herein or delivered or to be delivered hereunder or in connection
herewith.  All obligations provided
herein shall survive any termination of this Amendment and the Credit Agreement.


(c)           Governing Law. 
This Amendment shall
be a contract made under and governed by the internal laws of the State of New
York.



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(d)           Counterparts. 
This Amendment may be
executed in any number of counterparts, and by the parties hereto on the same
or separate counterparts, and each such counterpart, when executed and
delivered, shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same Amendment.


[Signature Page Follows]



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


	
  

  	
   

  	
   

  	
  BORROWER AND ADMINISTRATIVE
  BORROWER: 

  

  SITEL CORPORATION

  a Minnesota corporation, as a Borrower and as Administrative
  Borrower

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Ronald E. Reno

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President of Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BORROWERS: NATIONAL ACTION FINANCIAL SERVICES,
  INC. 

  a Georgia corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Ronald E. Reno

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SITEL HOME MORTGAGE CORP. 

  a Nebraska corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Ronald E. Reno

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  FINANCIAL INSURANCE SERVICES, INC. 

  a Nebraska corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Ronald E. Reno

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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  SITEL INTERNATIONAL LLC

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Ronald E. Reno

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President of Finance and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SITEL UK LIMITED

  a corporation organized under the laws of 

  England and Wales

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Charles Horton

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SITEL EUROPE LIMITED

  a corporation organized under the laws of 

  England and Wales

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Charles Horton

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SITEL IRELAND LIMITED

  a corporation organized under the laws of Ireland

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Charles Horton

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SITEL TELESERVICES CANADA INC. 

  an Ontario corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Ronald E. Reno

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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  SITEL INSURANCE SERVICES CANADA INC. 

  an Ontario corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Ronald E. Reno

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SITEL CUSTOMER CARE, INC. 

  an Ontario corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Ronald E. Reno

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SITEL GmbH

  a limited liability company organized under the laws of Germany

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Eddy Van de Poel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Gabriele Grossecker

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SRM INKASSO GMBH

  a limited liability company organized under the laws of Germany

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Eddy Van de Poel

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Gabriele Grossecker

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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  ADMINISTRATIVEAGENT AND LENDERS:

  

  WELLS FARGO FOOTHILL, INC.,

  as Administrative Agent, European Administrative Agent, Collateral Agent and
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  WELLS FARGO FINANCIAL
  CORPORATION CANADA,
  as Canadian Administrative Agent and as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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  ALLIED IRISH BANKS PLC, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AIB DEBT
  MANAGEMENT, LIMITED, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  MARATHON
  STRUCTURED FINANCE FUND, LP, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PACIFIC
  ASSET FUNDING, LLC, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  THE CIT GROUP/BUSINESS
  CREDIT, INC., as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  E*TRADE
  BANK, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BANK OF THE WEST, as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 



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