AGENT AND THE REQUIRED LENDERS HEREBY
CONSENT TO THE US BANK TRANSACTIONS AND THE SITEL BRAZIL REFINANCING.
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 INVESTMENTS OR ANY LIEN BASKET SET FORTH IN THE
DEFINITION OF PERMITTED LIENS OR IN SECTION 6.16 OF THE CREDIT AGREEMENT SHALL
BE DEEMED UTILIZED BY THE US BANK TRANSACTIONS AND THE SITEL BRAZIL
REFINANCING.
THIS CONSENT IS A LIMITED CONSENT AND SHALL NOT BE DEEMED TO
CONSTITUTE A CONSENT WITH RESPECT TO ANY OTHER CURRENT OR FUTURE DEPARTURE FROM
THE REQUIREMENTS OF ANY PROVISION OF THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENTS.
3.
AMENDMENTS TO CREDIT AGREEMENT.
SUBJECT TO THE SATISFACTION OF
THE CONDITIONS SET FORTH IN SECTION 5 OF THIS AMENDMENT, SECTION 6.17(A)(III) OF
THE CREDIT AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
(III)
LEVERAGE RATIO.
A LEVERAGE RATIO, MEASURED ON A QUARTER-END
BASIS, OF NOT MORE THAN THE RATIO SET FORTH IN THE FOLLOWING TABLE FOR THE
APPLICABLE PERIOD SET FORTH OPPOSITE THERETO:
Applicable Ratio
Applicable Period
2.50:1.0
For the 4 fiscal quarters ending March 31, 2006 and June 30, 2006
2.25:1.0
For the 4 fiscal quarters ending September 30, 2006 and December 31, 2006
2.00:1.0
For the 4 fiscal quarters ending each fiscal quarter thereafter
4.
RATIFICATION.
THIS AMENDMENT, SUBJECT TO SATISFACTION OF THE
CONDITIONS PROVIDED BELOW, SHALL CONSTITUTE 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.
2
5.
CONDITIONS PRECEDENT.
THE EFFECTIVENESS OF THIS AMENDMENT IS
SUBJECT TO THE FOLLOWING CONDITIONS PRECEDENT:
(A)
BORROWERS, AGENT AND THE REQUIRED LENDERS SHALL HAVE EXECUTED AND
DELIVERED TO AGENT THIS AMENDMENT;
(B)
BORROWERS, WFF FOREIGN BORROWERS, WFF, WF CANADA AND THE "REQUIRED
LENDERS" UNDER THE WFF CREDIT AGREEMENT SHALL HAVE EXECUTED AND DELIVERED A
CONSENT TO THE WFF CREDIT AGREEMENT IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO AGENT; AND
(C)
AGENT SHALL HAVE RECEIVED THE AMENDMENT FEE PAYABLE PURSUANT TO
SECTION 6 BELOW.
6.
AMENDMENT FEE.
BORROWERS HEREBY AGREE TO PAY TO AGENT ON THE
DATE HEREOF, FOR DISTRIBUTION TO THE LENDERS BASED ON THEIR PRO RATA SHARES, AN
AMENDMENT FEE EQUAL TO $50,000.
THE FOREGOING AMENDMENT FEE IS FULLY-EARNED AND
DUE AND PAYABLE IN IMMEDIATELY AVAILABLE FUNDS ON THE DATE HEREOF,
NON-REFUNDABLE, AND IS IN ADDITION TO, AND NOT IN LIEU OF, ALL OTHER FEES
CHARGED TO THE BORROWERS UNDER THE LOAN DOCUMENTS.
7.
RELEASE.
EACH BORROWER HEREBY ABSOLUTELY AND UNCONDITIONALLY
RELEASES AND FOREVER DISCHARGES AGENT AND THE LENDERS, AND ANY AND ALL
PARTICIPANTS, PARENT CORPORATIONS, SUBSIDIARY CORPORATIONS, AFFILIATED
CORPORATIONS, INSURERS, INDEMNITORS, SUCCESSORS AND ASSIGNS THEREOF, TOGETHER
WITH ALL OF THE PRESENT AND FORMER DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES OF
ANY OF THE