Exhibit 10.1
CONSENT AND SECOND AMENDMENT
TO
CREDIT AGREEMENT
This CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated
as of December 20, 2006, by and among SITEL CORPORATION, a Minnesota corporation
("Parent"), and each of Parent's Subsidiaries identified on the signature pages
hereof (such Subsidiaries, together with Parent, are referred to hereinafter
each individually as a "Borrower", and collectively, as the "Borrowers"), WELLS
FARGO FOOTHILL, INC., a California corporation, as a Lender, as administrative
agent for the Lenders (in such capacity, together with its successors and
assigns in such capacity, "Administrative Agent"), European administrative agent
for the Lenders, collateral agent for the Lender Group and the Bank Product
Providers (in such capacity, together with its successors and assigns in such
capacity, "Collateral Agent") and fronting lender for the Lenders, WELLS FARGO
FINANCIAL CORPORATION CANADA, a Nova Scotia unlimited liability company, as a
Lender and as Canadian administrative agent for the Lenders, and the other
Lenders party hereto.
WHEREAS, Borrowers, Administrative Agent and certain other financial
institutions from time to time party thereto (the "Lenders") are parties to that
certain Credit Agreement dated as of August 19, 2005 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement");
WHEREAS, Borrowers desire to increase the maximum principal amount of the Letter
of Credit issued by US Bank on behalf of Parent and listed on Schedule 4.19 to
the Credit Agreement from $900,000 to $1,350,000 and to increase the balance of
the Deposit Account pledged to US Bank to secure such Letter of Credit as
described on Schedule P-1 to the Credit Agreement from $900,000 to $1,350,000
(the "Additional L/C Indebtedness");
WHEREAS, Borrowers have requested that Administrative Agent and Required Lenders
consent to incurrence of the Additional L/C Indebtedness and the undersigned
Required Lenders have agreed to do so subject to the terms and conditions
contained herein; and
WHEREAS, Borrowers, Administrative Agent and Required Lenders have further
agreed to amend Section 6.17(a)(iii) of the Credit Agreement, subject to the
terms and conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants
and agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1.
DEFINED TERMS.
UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED
TERMS USED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO SUCH TERMS IN THE CREDIT
AGREEMENT.
2.
CONSENT. SUBJECT TO THE SATISFACTION OF THE CONDITIONS SET FORTH
IN SECTION 5 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 THE INCURRENCE OF THE ADDITIONAL L/C INDEBTEDNESS.
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