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