THIRD AMENDMENT

     THIRD AMENDMENT (this  "Amendment"),  dated as of September 30, 1999, among
SITEL CORPORATION,  a Minnesota corporation (the "Borrower"),  the lenders party
to the Credit  Agreement  referred to below (the  "Banks"),  and  BANKERS  TRUST
COMPANY,  as agent (in such capacity,  the "Agent").  All capitalized terms used
herein and not  otherwise  defined  herein  shall have the  respective  meanings
provided such terms in the Credit Agreement referred to below.

                              W I T N E S S E T H :

     WHEREAS, the Borrower,  the Banks, the Documentation Agent, the Syndication
Agent and the Agent are parties to a Credit Agreement, dated as of July 24, 1997
and  amended  and  restated  as of March  10,  1998  (as  amended,  modified  or
supplemented   through,  but  not  including,   the  date  hereof,  the  "Credit
Agreement"); and

     WHEREAS,  the Borrower  has  requested,  and the Banks have agreed,  to the
amendments  to the Credit  Agreement  provided  for herein,  in each case on the
terms and conditions set forth herein;

     NOW, THEREFORE, it is agreed:

     1. Section  3.01(a) of the Credit  Agreement is hereby  amended by deleting
the text "1/4 of 1%"  appearing  therein and  inserting  the text "1/2 of 1%" in
lieu thereof.

     2.  Section  3.01 of the  Credit  Agreement  is hereby  further  amended by
inserting the following new clause (g) at the end thereof:

                  "(g) The Borrower agrees to pay to the Agent for  distribution
         to each Bank (based on each such Bank's  respective RL Percentage)  the
         following fees:

                           (i) in the event  that the  Termination  Date has not
                  occurred  by April 13,  2000,  a fee equal to 1/4 of 1% of the
                  Total  Revolving Loan Commitment on April 13, 2000 (or, if the
                  Total Revolving Loan Commitment has been terminated, 1/4 of 1%
                  of  the  sum  of  the  aggregate   principal   amount  of  all
                  outstanding  Loans on such date plus the  aggregate  amount of
                  all Letter of Credit  Outstandings  on such  date),  which fee
                  shall be due and payable on April 13, 2000; and

                           (ii) in the event that the  Termination  Date has not
                  occurred by October 13, 2000, an  additional  fee equal to 1/2
                  of 1% of the Total  Revolving  Loan  Commitment on October 13,
                  2000 (or,  if the Total  Revolving  Loan  Commitment  has been
                  terminated,  1/2 of 1% of the sum of the  aggregate  principal
                  amount  of  all  outstanding  Loans  on  such  date  plus  the
                  aggregate amount of all Letter of Credit  Outstandings on such
                  date),  which  fee shall be due and  payable  on  October  13,
                  2000."

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<PAGE>

     3. Clause (xii) of Section 9.01 of the Credit  Agreement is hereby  deleted
in its entirety and the following new clause (xii) is inserted in lieu thereof:

                           "(xii)  Liens  placed  upon  any of the  assets  of a
                  Foreign  Subsidiary  of the  Borrower  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 the  Borrower  or any
                  Domestic Subsidiary thereof;".

     4. Clause (v) of Section 9.04 of the Credit  Agreement is hereby deleted in
its entirety and the following new clause (v) is inserted in lieu thereof:

                           "(v)  Indebtedness  of any Foreign  Subsidiary of the
                  Borrower  under lines of credit  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,  shall
                  not exceed  $100,000,000 (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");".

     5. Clause (vi) of Section 9.04 of the Credit Agreement is hereby deleted in
its entirety and the following new clause (vi) is inserted in lieu thereof:

                           "(vi)  intercompany  Indebtedness  among the Borrower
                  and its  Subsidiaries  to the  extent  permitted  by  Sections
                  9.05(ix), (xiii), (xiv), (xv) and (xvii);".

     6. Section 9.05 of the Credit  Agreement is hereby  amended by (i) deleting
the word "and"  appearing at the end of clause (xv)  thereof,  (ii) deleting the
period appearing at the end of clause (xvi) thereof and inserting ";and" in lieu
thereof,  (iii) inserting the following new clause (xvii) immediately after such
clause (xvi):

                           "(xvii)  Wholly-Owned  Foreign  Subsidiaries  of  the
                  Borrower  may  make  Intercompany  Loans  and/or  cash  equity
                  contributions among one another."

and (iv) inserting the following new sentence at the end thereof:

                           "To the  extent  that the  Borrower  or a  Subsidiary
                  thereof  has an  Intercompany  Loan  outstanding  to a Foreign
                  Subsidiary  of the Borrower as  permitted  by clauses  (xiii),
                  (xiv),  (xv) and (xvii) of this Section 9.05,  the Borrower or
                  the  Subsidiary  which  has made  such  Intercompany  Loan may
                  convert  the same into an equity  contribution  to the Foreign
                  Subsidiary which is the obligor of such  Intercompany Loan and
                  such conversion shall not constitute an additional  Investment
                  for purposes of clause (xv) of this Section 9.05."

     7. The table  appearing in Section  9.10 of the Credit  Agreement is hereby
deleted in its entirety and the following new table is inserted in lieu thereof:

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<PAGE>
                  "First Quarter Ending                        Amount
                  ---------------------                        ------

                  September 30, 1999                          $62,300,000
                  December 31, 1999                           $63,500,000
                  March 31, 2000                              $70,000,000
                  June 30, 2000                               $70,000,000
                  September 30, 2000 and the last day of each
                  fiscal quarter of the
                  Borrower thereafter                         $75,000,000".

     8. The  definition of  "Applicable  Base Rate Margin"  appearing in Section
11.01  of the  Credit  Agreement  is  hereby  deleted  in its  entirety  and the
following new  definition of  "Applicable  Base Rate Margin" is inserted in lieu
thereof:

                  "Applicable Base Rate Margin" shall mean (i) for periods prior
         to  October  13,  1999,  1/4 of 1% less  the then  applicable  Interest
         Reduction Discount, if any, and (ii) for periods from and after October
         13, 1999, 1% plus the Additional Margin, if any, then in effect.

     9. The  definition  of  "Applicable  Eurodollar  Rate Margin"  appearing in
Section 11.01 of the Credit  Agreement is hereby deleted in its entirety and the
following new definition of "Applicable  Eurodollar  Rate Margin" is inserted in
lieu thereof:

                  "Applicable Eurodollar Rate Margin" shall mean (i) for periods
         prior to October 13,  1999,  1-1/4% less the then  applicable  Interest
         Reduction Discount, if any, and (ii) for periods from and after October
         13, 1999, 2% plus the Additional Margin, if any, then in effect.

     10. The definition of "Consolidated  EBITDA"  appearing in Section 11.01 of
the Credit  Agreement is hereby  deleted in its entirety and the  following  new
definition of "Consolidated EBITDA" is inserted in lieu thereof:

                  "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 Original
         Credit Agreement,  this Agreement and the Senior  Subordinated  Notes),
         but determined  without giving effect to (x) any non-cash charges of up
         to  $8,500,000  in the  aggregate  which is taken by the Borrower on or
         prior to December 31, 1998 in connection  with the  revaluation  of the
         businesses   of  Sitel   Telebusiness   New  Zealand   Limited,   SITEL
         Telebusiness  Australia Pty Limited and/or SITEL Telebusiness Singapore
         Pte Ltd., (y) any cash restructuring charges of up to $7,000,000 in the
         aggregate in connection  with severance  costs incurred by Subsidiaries
         of the  Borrower on or prior to  December  1998,  and (z) any  non-cash
         charges of up to  $10,000,000  in the aggregate  which are taken by the
         Borrower  on or prior  to  December  31,  1999 in  connection  with the
         write-off  of  capitalized

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<PAGE>
         costs  with respect to certain of the  Borrower's  software  platforms,
         software investments and other intangible assets.

     11.  Section  11.01 of the Credit  Agreement is hereby  further  amended by
inserting the following new definitions in the appropriate alphabetical order:

                  "Additional Margin" shall mean (i) for the period from October
         13, 1999 through  April 12, 2000, 0, (ii) for the period from April 13,
         2000  through  October  12,  2000,  .25%,  and  (iii)  for  the  period
         thereafter, .50%.

                  "Termination  Date"  shall mean that date upon which the Total
         Revolving  Loan  Commitment  has been  terminated,  all Loans have been
         repaid in full,  all  Letters of Credit  have been  terminated  and all
         other Obligations then outstanding have been paid in full.

     12. The Banks  hereby  waive any Event of Default that has arisen under the
Credit  Agreement solely as a result of the Borrower failing to be in compliance
with  Section  9.10  of the  Credit  Agreement  (before  giving  effect  to this
Amendment) for the Test Period ended on September 30, 1999.

     13. This  Amendment  is limited as  specified  and shall not  constitute  a
modification,  acceptance  or  waiver  of any  other  provision  of  the  Credit
Agreement or any other Credit Document.

     14. This Amendment may be executed in any number of counterparts (including
by  way  of  facsimile)  and  by  the  different   parties  hereto  on  separate
counterparts, each of which counterparts when executed and delivered shall be an
original,  but  all  of  which  shall  together  constitute  one  and  the  same
instrument. A complete set of counterparts shall be lodged with the Borrower and
the Agent.

     15. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL BE  CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.

     16. This Amendment  shall become  effective as of September 30, 1999 on the
date (the "Third  Amendment  Effective Date") when the Borrower and the Required
Banks shall have signed a  counterpart  hereof  (whether  the same or  different
counterparts)   and  shall  have  delivered   (including  by  way  of  facsimile
transmission) the same to the Agent at the Notice Office.

     17. In order to induce the Banks to enter into this Amendment, the Borrower
hereby  agrees to pay to each Bank which  executes  and  delivers to the Agent a
counterpart  of this Amendment on or before 5:00 p.m. (New York time) on October
12, 1999, a fee equal to 1/5 of 1% of such Bank's  Revolving Loan  Commitment on
the  Third  Amendment  Effective  Date,  with such fee to be earned on the Third
Amendment Effective Date and payable on the Business Day immediately thereafter.

     18. In order to further induce the Banks to enter into this Amendment,  the
Borrower hereby  represents and warrants that (i) no Default or Event of Default
exists as of the Third  Amendment  Effective  Date,  after giving effect to this
Amendment,  and (ii) on the Third Amendment  Effective Date, after giving effect
to this Amendment,  all representations  and warranties  contained in the Credit
Agreement and in the other Credit Documents are true and correct in all material
respects (it being  understood  and agreed that any  representation  or warranty
which by its terms is made as of a  specified  date shall be true and correct in
all material respects only as of such specified date).

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<PAGE>
     19. From and after the Third  Amendment  Effective  Date, all references in
the Credit  Agreement and each of the Credit  Documents to the Credit  Agreement
shall be deemed to be references to the Credit Agreement as amended hereby.

                                      * * *

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<PAGE>

     IN WITNESS WHEREOF,  each of the parties hereto has caused a counterpart of
this  Amendment  to be duly  executed  and  delivered as of the date first above
written.

                                         SITEL CORPORATION

                                         By:      /s/
                                             -----------------------------------
                                              Title:

                                         BANKERS TRUST COMPANY,

                                         Individually and as Agent

                                         By:      /s/
                                             -----------------------------------
                                              Title:

                                         U.S. BANK NATIONAL ASSOCIATION

                                         By:      /s/
                                             -----------------------------------
                                              Title:

                                         FIRST UNION NATIONAL BANK

                                         By:      /s/
                                             -----------------------------------
                                              Title:

                                         THE BANK OF NEW YORK

                                         By:      /s/
                                             -----------------------------------
                                              Title:

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<PAGE>


                                         BANK ONE, N.A.

                                         By:      /s/
                                             -----------------------------------
                                              Title:

                                         COMERICA BANK

                                         By:      /s/
                                             -----------------------------------
                                              Title:

                                         CREDIT AGRICOLE INDOSUEZ

                                         By:      /s/
                                             -----------------------------------
                                              Title:

                                         THE BANK OF NOVA SCOTIA

                                         By:      /s/
                                             -----------------------------------
                                              Title:

                                         WACHOVIA BANK

                                         By:      /s/
                                             -----------------------------------
                                               Title:

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