Exhibit
10.2


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”), and ABLECO FINANCE LLC, a Delaware
limited liability company, as a Lender, the arranger and administrative agent
for the Lenders (as defined below) and collateral agent for the Lender Group (as
defined below) (in such capacities, together with its successors and assigns in
such capacities, the “Agent”) and the other Lenders party hereto.


WHEREAS,
Borrowers, Agent and certain lenders identified on the signature pages thereto
(such lenders, together with their respective successors and permitted assigns,
are referred to hereinafter each individually as a “Lender”, and
collectively, as the “Lenders”; and together with Agent, collectively
the “Lender Group”) 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,
(i) the Borrowers desire to increase the face 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 (the “US Bank L/C Increase”) and
to increase the amount of cash and cash equivalents 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 “US Bank Lien Increase” and,
together with the US Bank L/C Increase, the “US Bank Transactions”) and
(ii) SITEL do Brasil Ltda (“SITEL Brazil”) desires to borrow up to an
additional BRL 500,000 from Safra and desires to apply the proceeds of such
additional borrowing to repay amounts listed on Schedule 2 to that certain
Waiver, Consent and First Amendment to Credit Agreement dated August 15, 2006
among Agent, Collateral Agent, Lenders and Borrowers owing to Sudameris (the “SITEL
Brazil Refinancing”);


WHEREAS, Borrowers have requested that Agent and
Required Lenders consent to the US Bank Transactions and the SITEL Brazil
Refinancing and the undersigned Required Lenders have agreed to do so subject
to the terms and conditions contained herein; and


WHEREAS, Borrowers, 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, Agent and the
Required Lenders hereby consent to the US Bank Transactions and the SITEL
Brazil Refinancing.  For the avoidance of
doubt, no portion of any Indebtedness basket set forth in Section 6.1 or 6.16
of the Credit Agreement, any Investment basket set forth in the definition of
Permitted Investments or any Lien basket set forth in the definition of
Permitted Liens or in Section 6.16 of the Credit Agreement shall be deemed
utilized by the US Bank Transactions and the SITEL Brazil Refinancing.  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.



 2
 






 



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


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


(b)           Borrowers,
WFF Foreign
Borrowers, WFF, WF Canada and the “Required Lenders” under the WFF Credit
Agreement shall have executed and delivered a consent to the WFF Credit
Agreement in form and substance reasonably satisfactory to Agent; and


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


6.             Amendment Fee.  Borrowers hereby agree to pay to 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 fully-earned and due and payable in immediately
available funds on the date hereof, non-refundable, and 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 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 Agent and Required Lenders
to enter into this Amendment, each Borrower hereby warrants to 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.



 3
 






 



(b)           Expenses.  Borrowers, jointly and severally, agree to
pay on demand all reasonable costs and expenses of 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.


(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.  Delivery of an executed counterpart of this
Amendment by telefacsimile or electronic mail shall be equally as effective as
delivery of an original executed counterpart of this Amendment.  Any party delivering an executed counterpart
of this Amendment by telefacsimile or electronic mail shall also deliver an
original executed counterpart of this Amendment, but the failure to do so shall
not affect the validity, enforceability or binding effect of this Amendment.


[Signature Pages Follow.]



 4
 






 



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.


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  SITEL
  CORPORATION, 

  a Minnesota corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald E. Reno

  
	
   

  	
  Title:

  	
  Vice President of Finance
  and Treasury

  
	
   

  	
   

  	
   

  



 


	
   

  	
  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

  
	
   

  	
   

  	
   

  



 


	
   

  	
  SITEL
  INTERNATIONAL LLC, 

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald E. Reno

  
	
   

  	
  Title:

  	
  Vice President of Finance
  and Treasury

  
	
   

  	
   

  	
   

  



 



 5
 






 



 


	
   

  	
  AGENT AND ON
  BEHALF OF ITSELF 

  
	
   

  	
  AND ITS AFFILIATE ASSIGNS, AS A
  

  
	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  ABLECO FINANCE LLC, 

  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  



 


 



 6