COURSE OF BUSINESS BETWEEN AND AMONG
LOAN PARTIES, WFF FOREIGN LOAN PARTIES AND SUBSIDIARIES OF PARENT IN CONNECTION
WITH SUBCONTRACTOR ARRANGEMENTS AND GUARANTEES OF ORDINARY COURSE OBLIGATIONS OF
SUBSIDIARIES OF PARENT NOT CONSTITUTING INDEBTEDNESS; AND
(H)
MANAGEMENT FEES PAYABLE TO BORROWERS AND MANAGEMENT FEES PAYABLE BY
ANY FOREIGN SUBSIDIARY TO ANY WFF FOREIGN BORROWER ORGANIZED IN THE UNITED
KINGDOM.
6.14.
USE OF PROCEEDS.
Use the proceeds of the Term Loan B for any purpose other than, together with
the proceeds of the WFF Term Loan A and WFF Advances with respect to clause (i),
(i) to repay in full the outstanding principal, accrued interest, and accrued
fees and expenses evidenced by the Indenture and (ii) to pay transactional fees,
costs, and expenses incurred in connection with this Agreement, the other Loan
Documents, and the transactions contemplated hereby and thereby.
6.15.
SITEL MEXICO HOLDINGS LLC AND SITMEX-USA, LLC.
Permit SITEL Mexico Holdings LLC, a Nebraska limited liability company or
SITMEX-USA, LLC, a Delaware limited liability company, to engage in any
business, other than acting as a holding company and transactions incidental
thereto, the making of Investments in Persons that are not Loan Parties or WFF
Foreign Loan Parties, the performance of ministerial activities and the payment
of taxes and administrative fees and expenses; provided, that the transactions
described in the Pre-approved Restructurings Letter shall be permitted to the
extent such transactions are consummated on the terms set forth in the
Pre-approved Restructurings Letter.
6.16.
NON-LOAN PARTY SUBSIDIARIES; IMMATERIAL SUBSIDIARIES.
(A)
PERMIT (I) ANY LIENS (OTHER THAN AGENT'S LIENS AND LIENS IN FAVOR
OF SENIOR COLLATERAL AGENT, IF ANY) ON THE CAPITAL STOCK OF ANY NON-LOAN PARTY
SUBSIDIARY, (II) THE NON-LOAN PARTY SUBSIDIARIES TO (A) INCUR ANY INDEBTEDNESS
(OTHER THAN INTERCOMPANY LOANS PERMITTED UNDER SECTION 6.12) IN AN AGGREGATE
AMOUNT AT ANY TIME OUTSTANDING IN EXCESS OF $7,000,000 LESS ANY OUTSTANDING
INDEBTEDNESS INCURRED IN RELIANCE ON CLAUSE (P) OF SECTION 6.1, OR (B) INCUR ANY
LIENS OTHER THAN LIENS THAT WOULD CONSTITUTE PERMITTED LIENS IF ALL SUCH
SUBSIDIARIES WERE DEEMED TO BE SIGNIFICANT SUBSIDIARIES OR (III) (A) THE
AGGREGATE REVENUE OF ALL NON-LOAN PARTY SUBSIDIARIES FOR ANY FISCAL QUARTER TO
EXCEED THE MAXIMUM NON-LOAN PARTY PERCENTAGE OF THE AGGREGATE REVENUE OF
ADMINISTRATIVE BORROWER AND ITS SUBSIDIARIES
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FOR SUCH FISCAL QUARTER OR (B) THE REVENUE OF ALL NON-LOAN PARTY SUBSIDIARIES
ORGANIZED UNDER THE LAWS OF ANY SINGLE JURISDICTION FOR ANY FISCAL QUARTER TO
EXCEED 2.5% OF THE AGGREGATE REVENUE OF ADMINISTRATIVE BORROWER AND ITS
SUBSIDIARIES FOR SUCH FISCAL QUARTER; PROVIDED, THAT, ANY FAILURE OF BORROWERS
TO COMPLY WITH THIS CLAUSE (III) SHALL NOT CONSTITUTE A BREACH OF THIS AGREEMENT
IF, ON OR PRIOR TO THE EARLIER OF (X) 10 DAYS OF SUCH FAILURE BECOMING KNOWN TO
AN OFFICER OF ADMINISTRATIVE BORROWER AND (Y) THE DATE OF ADMINISTRATIVE
BORROWER'S FILING OF ITS QUARTERLY REPORT ON FORM 10-Q FOR ANY FISCAL QUARTER,
ADMINISTRATIVE BORROWER DESIGNATES IN A WRITTEN NOTICE CERTAIN NON-LOAN PARTY
SUBSIDIARIES TO BE LOAN PARTIES, WFF FOREIGN LOAN PARTIES OR SIGNIFICANT