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