"BRL" shall mean the Brazilian real, the lawful currency of Brazil.
"COFINS" shall mean the Contribution for the Financing of Social Security, a tax
paid by Brazilian corporations to the Ministry of Economics of Brazil on gross
revenues in order to fund the Brazilian social security system.
"INSS" shall mean the tax paid to the National Social Security Institute (INSS)
of Brazil, a department of the Ministry of Security and Social Assistance of
Brazil, for the administration of social security contributions.
"PIS" shall mean the tax paid by corporations in Brazil to the Ministry of
Economics of Brazil on gross revenues, which taxes contributes to the funding of
social integration programs.
"SEK" shall mean the Swedish krona, the lawful currency of Sweden.
2.
WAIVER.
SUBJECT TO THE SATISFACTION OF THE CONDITIONS SET FORTH
IN SECTION 6 BELOW, AGENT AND REQUIRED LENDERS HEREBY WAIVE (A) THE SPECIFIED
DEFAULTS AND THE EXPECTED DEFAULTS, AND (B) THE CONDITION PRECEDENT SET FORTH IN
SECTION 5(B) OF THE MARCH WAIVER REQUIRING BORROWERS TO DELIVER TO AGENT AS A
CONDITION PRECEDENT TO THE EFFECTIVENESS OF THE MARCH WAIVER A PROMISSORY NOTE
IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO AGENT EVIDENCING THE BRAZIL
LOAN.
THE BORROWERS, THE AGENT AND REQUIRED LENDERS HEREBY AGREE THAT THE MARCH
WAIVER SHALL BE DEEMED TO HAVE BECOME EFFECTIVE ON MARCH 24, 2006.
EXCEPT AS
SET FORTH HEREINABOVE, THE FOREGOING WAIVER SHALL NOT CONSTITUTE (X) A
MODIFICATION OR ALTERATION OF THE TERMS, CONDITIONS OR COVENANTS OF THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT, (Y) A WAIVER OF ANY OTHER BREACH OF, OR
ANY OTHER EVENT OF DEFAULT UNDER, THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR (Z) A WAIVER, RELEASE OR LIMITATION UPON THE EXERCISE BY AGENT OR
THE LENDER OF ANY OF ITS RIGHTS, LEGAL OR EQUITABLE, UNDER THE CREDIT AGREEMENT,
THE OTHER LOAN DOCUMENTS AND APPLICABLE LAW, ALL OF WHICH ARE HEREBY RESERVED.
5
3.
CONSENT. SUBJECT TO THE SATISFACTION OF THE CONDITIONS SET FORTH
IN SECTION 6 BELOW, NOTWITHSTANDING ANY PROVISION IN THE CREDIT AGREEMENT OR THE
OTHER LOAN DOCUMENTS TO THE CONTRARY, AGENT AND THE REQUIRED LENDERS HEREBY
CONSENT TO (A) SITEL BRAZIL INCURRING THE BRAZIL INSTALLMENT PLAN LOANS; (B) THE
CONSUMMATION OF THE LOAN CONVERSION, REGARDLESS OF WHETHER ANY DEFAULT OR EVENT
OF DEFAULT IS OCCURRING OR CONTINUING TO OCCUR ON THE DATE OF SUCH LOAN
CONVERSION; (C) LOAN PARTIES AND WFF FOREIGN LOAN PARTIES MAKING AND SITEL
BRAZIL INCURRING AND SECURING THE ADDITIONAL BRAZIL WORKING CAPITAL INTERCOMPANY
LOANS; (D) THE CONSUMMATION PROMPTLY AFTER THE DATE HEREOF OF THE EUROPEAN LOAN
REPAYMENT; AND (E) SITEL BRAZIL INCURRING ADDITIONAL SECURED OR UNSECURED
INDEBTEDNESS, AND INCURRING LIENS WITH RESPECT TO ANY SUCH SECURED INDEBTEDNESS,
IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED BRL 2,000,000 (THE "ADDITIONAL
PERMITTED BRAZIL DEBT").
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