ORGANIZED UNDER THE LAWS OF
(A) JURISDICTIONS IN WHICH IT IS NOT POSSIBLE TO OBTAIN VALID AND ENFORCEABLE
LIENS ON SUCH ASSETS OF A FOREIGN SUBSIDIARY UNDER APPLICABLE LAW THROUGH THE
USE OF EFFORTS AND EXPENDITURES THAT ARE NOT UNDULY ONEROUS TO THE BORROWERS IN
RELATION TO THE BENEFITS AFFORDED TO THE AGENT AND THE LENDERS THEREBY, AS
REASONABLY DETERMINED BY THE AGENT, AND (B) JURISDICTIONS IN
22
WHICH INTERCOMPANY LOANS MADE TO FOREIGN SUBSIDIARIES ORGANIZED UNDER THE LAWS
OF ANY SUCH JURISDICTION MADE IN RELIANCE ON THIS CLAUSE (H) EXCEEDS $1,000,000
AT ANY ONE TIME OUTSTANDING AND AGENT DOES NOT REQUEST THAT SUCH INTERCOMPANY
LOANS BE SECURED BY THE ASSETS OF SUCH FOREIGN SUBSIDIARIES IN RELIANCE ON THIS
CLAUSE (H) SHALL NOT EXCEED $10,000,000,
(I)
INVESTMENTS CONSISTING OF OTHER INTERCOMPANY LOANS AND ADVANCES
MADE IN COMPLIANCE WITH SECTION 6.1 (OTHER THAN CLAUSE (J) THEREOF) OF THE
AGREEMENT,
(J)
INVESTMENTS BY ANY BORROWER IN ANOTHER BORROWER AND INVESTMENTS
BY ANY GUARANTOR IN ANOTHER LOAN PARTY,
(K)
PERMITTED ACQUISITIONS,
(L)
INVESTMENTS BY SITEL IBERICA TELESERVICES, S.A. IN FOREIGN
SUBSIDIARIES,
(M)
INVESTMENTS IN HEDGE AGREEMENTS PERMITTED BY SECTION 6.1,
(N)
INVESTMENTS BY LOAN PARTIES, WFF FOREIGN LOAN PARTIES AND
SIGNIFICANT SUBSIDIARIES IN SUBSIDIARIES OF PARENT ARISING IN CONNECTION WITH
THE ISSUANCE OF EQUITY IN SATISFACTION OF INTERCOMPANY LOANS OWED TO SUCH LOAN
PARTIES, WFF FOREIGN LOAN PARTIES OR SIGNIFICANT SUBSIDIARIES SO LONG AS (I) THE
AGGREGATE DOLLAR EQUIVALENT OF SUCH INTERCOMPANY LOANS THAT ARE SO SATISFIED
PLUS THE DOLLAR EQUIVALENT OF INTERCOMPANY LOANS CONVERTED TO EQUITY PURSUANT TO
A PERMITTED REPAYMENT DOES NOT EXCEED $5,000,000 IN ANY FISCAL YEAR OR
$10,000,000 DURING THE TERM OF THIS AGREEMENT AND (II) AT THE TIME OF SUCH
ISSUANCE NO DEFAULT OR EVENT OF DEFAULT EXISTS OR WOULD BE CAUSED BY SUCH
ISSUANCE,
(O)
NON-CASH CONSIDERATION RECEIVED BY ANY LOAN PARTY, WFF FOREIGN LOAN
PARTY OR SIGNIFICANT SUBSIDIARY PURSUANT TO A PERMITTED DISPOSITION,
(P)
GUARANTEES OF INDEBTEDNESS PERMITTED UNDER SECTION 6.1 AND
GUARANTEES OF ORDINARY COURSE OBLIGATIONS OF SUBSIDIARIES OF PARENT NOT
CONSTITUTING INDEBTEDNESS,
(Q)
TRANSACTIONS PERMITTED BY SECTION 6.3 AND SECTION 6.10,
(R)
INVESTMENTS IN JOINT VENTURES (AND SOLELY FOR PURPOSES THEREOF,
IN ANY INTERMEDIATE HOLDING COMPANY) TO THE EXTENT THE PROCEEDS OF SUCH
INVESTMENTS ARE USED TO FINANCE CAPITAL EXPENDITURES INCURRED IN CONNECTION WITH
THE REPAIR, RESTORATION OR ACQUISITION OF REVENUE GENERATING ASSETS AND
ASSOCIATED WORKING CAPITAL IN AN AGGREGATE DOLLAR EQUIVALENT AMOUNT NOT TO
EXCEED THE LESSER OF (X) $15,000,000 IN ANY FISCAL YEAR; PROVIDED THAT, IN NO
EVENT SHALL THE AGGREGATE DOLLAR EQUIVALENT AMOUNT OF INVESTMENTS MADE IN
RELIANCE ON THIS CLAUSE (R) THAT ARE USED TO FINANCE WORKING CAPITAL EXCEED
$2,000,000 IN ANY FISCAL YEAR, AND (Y) THE REMAINING AMOUNT OF CAPITAL
EXPENDITURES PERMITTED TO BE MADE UNDER SECTION 6.17(B) IN SUCH FISCAL YEAR,
23
(S)
INVESTMENTS IN FOREIGN SUBSIDIARIES SOLELY TO THE EXTENT SUCH
INVESTMENTS (I) ARE NECESSARY FOR SUCH FOREIGN SUBSIDIARY TO BE IN COMPLIANCE
WITH MINIMUM CAPITALIZATION REQUIREMENTS UNDER APPLICABLE LAW OR ARE NECESSARY
FOR SUCH