full the outstanding principal, accrued interest,
and accrued fees and expenses evidenced by the Indenture.
6.15.
SITEL MEXICO HOLDINGS LLC AND SITMEX-USA, LLC
Permit SITEL Mexico Holdings LLC, a Nebraska limited liability company, or
SITMEX-USA, LLC, a Delaware limited liability company, to engage in any
business, other than acting as a holding company and transactions incidental
thereto, the making of Investments in Persons that are not Loan Parties, the
performance of ministerial activities and the payment of taxes and
administrative fees and expenses; provided, that the transactions described in
the Pre-approved Restructurings Letter shall be permitted to the extent such
transactions are consummated on the terms set forth in the Pre-approved
Restructurings Letter.
6.16.
NON-LOAN PARTY SUBSIDIARIES; IMMATERIAL SUBSIDIARIES.
(A)
PERMIT (I) ANY LIENS (OTHER THAN AGENT'S
LIENS AND LIENS IN FAVOR OF TERM B AGENT, IF ANY) ON THE CAPITAL STOCK OF ANY
NON-LOAN PARTY SUBSIDIARY, (II)
THE NON-LOAN PARTY SUBSIDIARIES TO (A) INCUR
ANY INDEBTEDNESS (OTHER THAN INTERCOMPANY LOANS PERMITTED UNDER SECTION 6.12) IN
AN AGGREGATE AMOUNT AT ANY TIME OUTSTANDING IN EXCESS OF $7,000,000 LESS ANY
OUTSTANDING INDEBTEDNESS INCURRED IN RELIANCE ON CLAUSE (Q) OF SECTION 6.1, OR
(B) INCUR ANY LIENS OTHER THAN LIENS THAT WOULD CONSTITUTE PERMITTED LIENS IF
ALL SUCH SUBSIDIARIES WERE DEEMED TO BE SIGNIFICANT SUBSIDIARIES OR
(III) (A) THE AGGREGATE REVENUE OF ALL NON-LOAN PARTY SUBSIDIARIES FOR ANY
FISCAL QUARTER TO EXCEED THE MAXIMUM NON-LOAN PARTY PERCENTAGE OF THE AGGREGATE
REVENUE OF ADMINISTRATIVE BORROWER AND ITS SUBSIDIARIES FOR SUCH FISCAL QUARTER
OR (B) THE REVENUE OF ALL NON-LOAN PARTY SUBSIDIARIES ORGANIZED UNDER THE LAWS
OF ANY SINGLE JURISDICTION FOR ANY FISCAL QUARTER TO EXCEED 2.5% OF THE
AGGREGATE REVENUE OF ADMINISTRATIVE BORROWER AND ITS SUBSIDIARIES FOR SUCH
FISCAL QUARTER; PROVIDED, THAT, ANY FAILURE OF BORROWERS TO COMPLY WITH THIS
CLAUSE (III) SHALL NOT CONSTITUTE A BREACH OF THIS AGREEMENT IF, ON OR PRIOR TO
THE EARLIER OF (X) 10 DAYS OF SUCH FAILURE BECOMING KNOWN TO AN OFFICER OF
ADMINISTRATIVE BORROWER AND (Y) THE DATE OF ADMINISTRATIVE BORROWER'S FILING OF
ITS QUARTERLY REPORT ON FORM 10-Q FOR ANY FISCAL QUARTER, ADMINISTRATIVE
BORROWER DESIGNATES IN A WRITTEN NOTICE CERTAIN NON-LOAN PARTY SUBSIDIARIES TO
BE LOAN PARTIES OR SIGNIFICANT
89
SUBSIDIARIES SUCH THAT, AFTER GIVING EFFECT TO SUCH DESIGNATION, ON A PRO FORMA
BASIS, BORROWERS SHALL BE IN COMPLIANCE WITH THIS CLAUSE (III), SO LONG AS
IMMEDIATELY AFTER GIVING EFFECT THERETO NO DEFAULT OR EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING.
(B)
PERMIT ANY IMMATERIAL SUBSIDIARY TO
(I) ENGAGE IN ANY TYPE OF BUSINESS ACTIVITY OR (II) OWN ASSETS WITH A FAIR
MARKET VALUE IN EXCESS OF $250,000.
6.17.
FINANCIAL COVENANTS.
(A)
AT ANY TIME PRIOR TO THE COVENANT
SUSPENSION DATE AND AT ANY TIME ON OR AFTER THE OCCURRENCE OF A COVENANT EVENT,
FAIL TO MAINTAIN OR ACHIEVE:
(I)
MINIMUM EBITDA.
EBITDA, MEASURED ON A
MONTH-END BASIS, OF AT LEAST THE REQUIRED AMOUNT SET FORTH IN THE FOLLOWING
TABLE FOR THE APPLICABLE PERIOD SET FORTH OPPOSITE THERETO:
Applicable Period
Applicable