by SITEL Brazil for general corporate purposes.
"BRL" shall mean the Brazilian real, the lawful currency of Brazil.
"COFINS" shall mean the Contribution for the Financing of Social Security, a tax
paid by Brazilian corporations to the Ministry of Economics of Brazil on gross
revenues in order to fund the Brazilian social security system.
"INSS" shall mean the tax paid to the National Social Security Institute (INSS)
of Brazil, a department of the Ministry of Security and Social Assistance of
Brazil, for the administration of social security contributions.
"PIS" shall mean the tax paid by corporations in Brazil to the Ministry of
Economics of Brazil on gross revenues, which taxes contributes to the funding of
social integration programs.
"SEK" shall mean the Swedish krona, the lawful currency of Sweden.
3.
WAIVER.
SUBJECT TO THE SATISFACTION OF THE CONDITIONS SET FORTH
IN SECTION 6 BELOW, ADMINISTRATIVE AGENT AND REQUIRED LENDERS HEREBY WAIVE (A)
THE SPECIFIED DEFAULTS AND THE EXPECTED DEFAULTS, AND (B) THE CONDITION
PRECEDENT SET FORTH IN SECTION 5(B) OF THE MARCH WAIVER REQUIRING BORROWERS TO
DELIVER TO ADMINISTRATIVE AGENT AS A CONDITION PRECEDENT TO THE EFFECTIVENESS OF
THE MARCH WAIVER A PROMISSORY NOTE IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE
TO COLLATERAL AGENT EVIDENCING THE BRAZIL LOAN.
THE BORROWERS, THE
ADMINISTRATIVE AGENT AND REQUIRED LENDERS HEREBY AGREE THAT THE MARCH WAIVER
SHALL BE DEEMED TO HAVE BECOME EFFECTIVE ON MARCH 24, 2006.
EXCEPT AS SET FORTH
HEREINABOVE, THE
5
FOREGOING WAIVER SHALL NOT CONSTITUTE (X) A MODIFICATION OR ALTERATION OF THE
TERMS, CONDITIONS OR COVENANTS OF THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT, (Y) A WAIVER OF ANY OTHER BREACH OF, OR ANY OTHER EVENT OF DEFAULT
UNDER, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR (Z) A WAIVER, RELEASE
OR LIMITATION UPON THE EXERCISE BY THE LENDER OF ANY OF ITS RIGHTS, LEGAL OR
EQUITABLE, UNDER THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND APPLICABLE
LAW, ALL OF WHICH ARE HEREBY RESERVED.
4.
CONSENT. SUBJECT TO THE SATISFACTION OF THE CONDITIONS SET FORTH
IN SECTION 6 BELOW, NOTWITHSTANDING ANY PROVISION IN THE CREDIT AGREEMENT OR THE
OTHER LOAN DOCUMENTS TO THE CONTRARY, ADMINISTRATIVE AGENT AND THE REQUIRED
LENDERS HEREBY CONSENT TO (A) SITEL BRAZIL INCURRING THE BRAZIL INSTALLMENT PLAN
LOANS; (B) THE CONSUMMATION OF THE LOAN CONVERSION REGARDLESS OF WHETHER ANY
DEFAULT OR EVENT OF DEFAULT IS OCCURRING OR CONTINUING TO OCCUR ON THE DATE OF
SUCH LOAN CONVERSION; (C) LOAN PARTIES MAKING AND SITEL BRAZIL INCURRING AND
SECURING THE ADDITIONAL BRAZIL WORKING CAPITAL INTERCOMPANY LOANS; (D) THE
CONSUMMATION PROMPTLY AFTER THE DATE HEREOF OF THE EUROPEAN LOAN REPAYMENT; AND
(E) SITEL BRAZIL INCURRING ADDITIONAL SECURED OR UNSECURED INDEBTEDNESS, AND
INCURRING LIENS WITH RESPECT TO ANY SUCH SECURED INDEBTEDNESS, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED BRL 2,000,000 (THE "ADDITIONAL PERMITTED BRAZIL
DEBT").
FOR THE AVOIDANCE OF DOUBT, NO PORTION OF ANY INDEBTEDNESS BASKET SET
FORTH IN SECTION 6.1 OR 6.16 OF THE CREDIT AGREEMENT, ANY INVESTMENT BASKET SET
FORTH IN THE DEFINITION OF PERMITTED