THE
PROCEEDS OF WFF FOREIGN ADVANCES AND (III) INTERCOMPANY LOANS MADE BY A FOREIGN
SUBSIDIARY TO A BORROWER; PROVIDED, THAT (X) SUCH INTERCOMPANY LOANS ARE
EVIDENCED BY PROMISSORY NOTES, IN FORM AND SUBSTANCE ACCEPTABLE TO AGENT, AND,
IN THE CASE OF NOTES EVIDENCING INDEBTEDNESS OWED TO A LOAN PARTY, WHICH
PROMISSORY NOTES HAVE BEEN PLEDGED TO SENIOR COLLATERAL AGENT AND (Y) SUCH
INTERCOMPANY LOANS ARE UNSECURED;
(J)
INDEBTEDNESS OF LOAN PARTIES AND THEIR RESPECTIVE SUBSIDIARIES
IN RESPECT OF INTERCOMPANY LOANS PERMITTED UNDER CLAUSES (G) AND (H) OF THE
DEFINITION OF PERMITTED INVESTMENTS;
(K)
INDEBTEDNESS IN AN AGGREGATE DOLLAR EQUIVALENT AMOUNT NOT TO EXCEED
$5,000,000 FOR ALL LOAN PARTIES, WFF FOREIGN LOAN PARTIES AND SIGNIFICANT
SUBSIDIARIES AT ANY ONE TIME OUTSTANDING ARISING FROM THE HONORING BY A BANK OR
OTHER FINANCIAL INSTITUTION OF A CHECK, DRAFT OR SIMILAR INSTRUMENT
INADVERTENTLY (EXCEPT IN THE CASE OF DAYLIGHT OVERDRAFTS) DRAWN AGAINST
INSUFFICIENT FUNDS IN THE ORDINARY COURSE OF BUSINESS SO LONG AS SUCH
INDEBTEDNESS IS EXTINGUISHED WITHIN 10 BUSINESS DAYS OF THE INCURRENCE THEREOF;
(L)
INDEBTEDNESS OF SITEL IBERICA TELESERVICES, S.A. IN AN AGGREGATE
DOLLAR EQUIVALENT PRINCIPAL AMOUNT NOT TO EXCEED $20,000,000 AT ANY TIME
OUTSTANDING;
(M)
THE WFF INDEBTEDNESS;
(N)
[INTENTIONALLY OMITTED];
(O)
AT ANY TIME PRIOR TO THE INCURRENCE OF THE WFF TERM LOAN A AND THE
TERM LOAN B, INDEBTEDNESS UNDER THE INDENTURE; AND
39
(P)
ADDITIONAL INDEBTEDNESS OF THE LOAN PARTIES, WFF FOREIGN LOAN
PARTIES AND SIGNIFICANT SUBSIDIARIES (OTHER THAN SITEL IBERICA TELESERVICES,
S.A.) NOT INCURRED IN RELIANCE ON CLAUSES (A) THROUGH (O) ABOVE IN AN AGGREGATE
DOLLAR EQUIVALENT PRINCIPAL AMOUNT THAT DOES NOT EXCEED $5,000,000 AT ANY ONE
TIME OUTSTANDING.
6.2.
LIENS.
Create, incur, assume, or suffer to exist, directly or indirectly, any Lien on
or with respect to any of its assets, of any kind, whether now owned or
hereafter acquired, or any income or profits therefrom, except for Permitted
Liens.
6.3.
RESTRICTIONS ON FUNDAMENTAL CHANGES.
(A)
ENTER INTO ANY AMALGAMATION, MERGER, CONSOLIDATION, REORGANIZATION,
OR RECAPITALIZATION, OR RECLASSIFY ITS STOCK, EXCEPT THAT, IF AT THE TIME
THEREOF AND IMMEDIATELY AFTER GIVING EFFECT THERETO NO EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING, (1) ANY SUBSIDIARY OF A BORROWER MAY BE
AMALGAMATED, MERGED OR CONSOLIDATED WITH OR INTO ANY LOAN PARTY, ANY WFF FOREIGN
LOAN PARTY OR ANY SIGNIFICANT SUBSIDIARY (PROVIDED THAT IN ANY SUCH
AMALGAMATION, MERGER OR CONSOLIDATION INVOLVING (W) A BORROWER, A BORROWER SHALL
BE THE CONTINUING OR SURVIVING ENTITY, (X) A LOAN PARTY BUT NOT A BORROWER, A
LOAN PARTY SHALL BE THE CONTINUING OR SURVIVING ENTITY, (Y) A WFF FOREIGN
BORROWER BUT NOT A LOAN PARTY, A WFF FOREIGN BORROWER SHALL BE THE CONTINUING OR
SURVIVING ENTITY AND (Z) A WFF FOREIGN LOAN PARTY BUT NOT A LOAN PARTY OR A WFF
FOREIGN BORROWER, A WFF FOREIGN LOAN PARTY SHALL BE THE CONTINUING OR SURVIVING
ENTITY) AND (2) THE TRANSACTIONS DESCRIBED IN THE PRE-APPROVED RESTRUCTURINGS
LETTER SHALL BE PERMITTED,
(B)
LIQUIDATE, WIND UP, OR DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION OR
DISSOLUTION),