END THEREOF AS FOLLOWS:
"(p)
the non-recourse sale of Accounts by SITEL France SAS (or, with the
consent of Agent, any other Significant Subsidiary) so long as no Default or
Event of Default exists or would be caused by the consummation of such
transaction, the consideration received therefor is cash or Cash Equivalents and
is at least fair market value (as determined in the good faith judgment of SITEL
France SAS or such Significant Subsidiary), and the Net Cash Proceeds of such
sales must be used to repay existing Indebtedness of
7
SITEL France SAS (or such Significant Subsidiary) or for general operating
purposes of SITEL France SAS (or such Significant Subsidiary)."
(F)
THE DEFINED TERM "PERMITTED INVESTMENTS" SET FORTH IN SCHEDULE
1.1 TO THE CREDIT AGREEMENT IS HEREBY AMENDED BY (I) DELETING THE WORD "AND" AT
THE END OF CLAUSE (S), (II) REPLACING THE PERIOD AT THE END OF CLAUSE (T) WITH A
COMMA, AND (III) ADDING THE FOLLOWING CLAUSES (U) AND (V) AT THE END THEREOF AS
FOLLOWS:
"(u)
an intercompany loan to SITEL do Brasil Ltda ("SITEL Brazil") from
Parent made on February 24, 2006 in the Dollar Equivalent aggregate principal
amount of $1,500,000 to pay COFINS and INSS and for general corporate purposes
of SITEL Brazil, and an intercompany loan to SITEL Brazil from SITEL (BVI)
International, Inc. made on May 24, 2006 in the Dollar Equivalent aggregate
principal amount of $1,600,047 to pay PIS and COFINS and for general corporate
purposes of SITEL Brazil (collectively, the "Back Social Taxes Loans"), and
(v)
an intercompany loan to SITEL Brazil from Parent made on April 26,
2006 in the Dollar Equivalent aggregate principal amount of $500,000 to be used
by SITEL Brazil for general corporate purposes (the "Brazil April Intercompany
Loan")."
(g)
Section 6.16(a) of the Credit Agreement is hereby amended by
adding at the end of such Section the following phrase: "provided, further, that
SITEL Brazil may incur and grant a Lien on its assets to secure the Back Social
Taxes Loans and the Brazil April Intercompany Loan."
5.
RATIFICATION.
THIS WAIVER, SUBJECT TO SATISFACTION OF THE
CONDITIONS PROVIDED IN SECTION 6 BELOW, SHALL CONSTITUTE WAIVERS, CONSENTS AND
AMENDMENTS TO THE CREDIT AGREEMENT AND ALL OF THE LOAN DOCUMENTS AS APPROPRIATE
TO EXPRESS THE AGREEMENTS CONTAINED HEREIN.
IN ALL OTHER RESPECTS, THE CREDIT
AGREEMENT AND THE LOAN DOCUMENTS SHALL REMAIN UNCHANGED AND IN FULL FORCE AND
EFFECT IN ACCORDANCE WITH THEIR ORIGINAL TERMS.
6.
CONDITIONS PRECEDENT.
THE EFFECTIVENESS OF THIS WAIVER IS
SUBJECT TO THE FOLLOWING CONDITIONS PRECEDENT:
(A)
BORROWERS, AGENT AND THE REQUIRED LENDERS SHALL HAVE EXECUTED AND
DELIVERED TO AGENT THIS WAIVER;
(B)
BORROWERS SHALL HAVE DELIVERED TO SENIOR COLLATERAL AGENT A
PROMISSORY NOTE, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO AGENT,
EVIDENCING THE ADDITIONAL BRAZIL WORKING CAPITAL INTERCOMPANY LOANS;
(C)
AGENT SHALL HAVE RECEIVED AN AMENDMENT FEE OF $100,000, WHICH
AMENDMENT FEE SHALL BE FULLY EARNED ON THE DATE HEREOF, SHALL BE DUE AND PAYABLE
IN FULL IN CASH ON THE DATE