Exhibit 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of September
30, 1998, among SITEL CORPORATION, a corporation organized and existing under
the laws of the State of Minnesota (the "Borrower"), the lenders party to the
Credit Agreement referred to below (the "Banks"), U.S. BANK NATIONAL
ASSOCIATION, as Syndication Agent, FIRST UNION NATIONAL BANK, as Documentation
Agent, and BANKERS TRUST COMPANY, as Agent. Unless otherwise defined herein,
capitalized terms used herein and defined in the Credit Agreement referred to
below are used herein as so defined.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks, the Documentation Agent, the Syndication Agent
and the Agent have entered into a Credit Agreement, dated as of July 24, 1997
and amended and restated as of March 10, 1998 (as amended, modified or
supplemented through, but not including, the date hereof, the "Credit
Agreement"); and
WHEREAS, subject to the terms and conditions set forth below, the parties hereto
wish to amend the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed;
1. Section 1.08(a) of the Credit Agreement is hereby amended by inserting the
text "the sum of the Applicable Base Rate Margin plus" immediately prior to the
text "the Base Rate in effect from time to time" appearing therein.
2. Section 2.05(a) of the Credit Agreement is hereby amended by inserting the
text "the sum of the Applicable Base Rate Margin plus" immediately prior to the
text "the Base Rate in effect from time to time" both times such text appears
therein.
3. Section 8.01(e) of the Credit Agreement is hereby amended by inserting the
text "and the Applicable Base Rate Margin" immediately following the text "the
Applicable Eurodollar Rate Margin" appearing therein.
4. Section 9.08 of the Credit Agreement is hereby amended by deleting the table
contained therein in its entirety and inserting in lieu thereof the following
new table:
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"Fiscal Quarter Ending Ratio
---------------------- -----
December 31, 1997 4.00:1.00
March 31, 1998 4.00:1.00
June 30, 1998 4.00:1.00
September 30, 1998 3.90:1.00
December 31, 1998 3.90:1.00
March 31, 1999 4.00:1.00
June 30, 1999 4.00:1.00
September 30, 1999 4.00:1.00
December 31, 1999 4.00:1.00
March 31, 2000 5.00:1.00
June 30, 2000 5.00:1.00
September 30, 2000 5.50:1.00
December 31, 2000 5.50:1.00
March 31, 2001 5.50:1.00
June 30, 2001 5.50:1.00
September 30, 2001 and
the last day of each fiscal
quarter thereafter 6.00:1.00".
5. Section 9.10 of the Credit Agreement is hereby amended by deleting the table
contained therein in its entirety and inserting in lieu thereof the following
new table:
"Fiscal Quarter Ending Amount
---------------------- ------
December 31, 1997 $50,000,000
March 31, 1998 $50,000,000
June 30, 1998 $45,000,000
September 30, 1998 $50,000,000
December 31, 1998 $55,000,000
March 31, 1999 $58,000,000
June 30, 1999 $60,000,000
September 30, 1999 $70,000,000
December 31, 1999
and the last day of
each fiscal quarter thereafter $75,000,000".
6. The definition of "Applicable Eurodollar Rate Margin" appearing in Section
11.01 of the Credit Agreement is amended by deleting the text "1%" appearing
therein and inserting the text "1.25%" in lieu thereof.
7. Section 11.01 of the Credit Agreement is hereby amended by inserting in the
appropriate alphabetical order the following new definition:
"Applicable Base Rate Margin" shall mean 1/4 of 1% less the then
applicable Interest Reduction Discount, if any. Notwithstanding the
foregoing or anything else to the contrary contained herein, in no
event shall the Applicable Base Rate Margin be less than zero.
8. On the Second Amendment Effective Date (as defined below), the Borrower and
the Banks hereby acknowledge and agree that the Total Revolving Loan Commitment
shall be reduced from $75,000,000 to $50,000,000. In that connection, Schedule I
to the Credit Agreement is hereby replaced in its entirety with Schedule I
attached hereto.
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9. In order to induce the Banks to enter into this Amendment, the Borrower
hereby represents and warrants that (i) the representations, warranties and
agreements contained in Section 7 of the Credit Agreement are true and correct
in all material respects on and as of the Second Amendment Effective Date
(except with respect to any representations and warranties limited by their
terms to a specific date, which shall be true and correct in all material
respects as of such date) and (ii) there exists no Default or Event of Default
on the Second Amendment Effective Date, in each case after giving effect to this
Amendment.
10. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
11. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with the Borrower and the Agent.
12. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.
13. This Amendment shall become effective as of September 30, 1998 on the date
(the "Second Amendment Effective Date") when (i) the Borrower and the Required
Banks shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of telecopier) the same
to the Agent at the Notice Office and (ii) the Borrower shall have paid to each
of the Banks which has signed a counterpart of this Amendment and delivered the
same to the Agent on or before 5:30 p.m. (New York time) on October __, 1998 an
amendment fee equal to the product of (x) 1/10 of 1% and (y) the Revolving Loan
Commitment of each such Bank on the Second Amendment Effective Date before
giving effect to this Amendment.
14. From and after the Second Amendment Effective Date, all references in the
Credit Agreement and the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as modified hereby.
* * * *
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
executed and delivered as of the date first above written.
SITEL CORPORATION
By: ______________________________
Title:
BANKERS TRUST COMPANY,
Individually and as Agent
By: ______________________________
Title:
U.S. BANK NATIONAL ASSOCIATION,
Individually and as Syndication Agent
By: ______________________________
Title:
FIRST UNION NATIONAL BANK,
Individually and as Documentation Agent
By: ______________________________
Title:
THE BANK OF NEW YORK
By: ______________________________
Title:
00
XXX XXXX XX XXXX XXXXXX
By: ______________________________
Title:
COMERICA BANK
By: ______________________________
Title:
CREDIT AGRICOLE INDOSUEZ
By: ______________________________
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: ______________________________
Title:
WACHOVIA BANK, N.A.
By: _______________________________
Title:
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SCHEDULE I
REVOLVING LOAN COMMITMENTS
Revolving Loan
Bank Commitment
---- ----------
Bankers Trust Company $6,666,666.67
U.S. Bank National Association $6,666,666.67
First Union National Bank $6,666,666.66
The Bank of New York $6,000,000.00
The First National Bank of Chicago $6,000,000.00
Comerica Bank $4,666,666.67
Credit Agricole Indosuez $4,666,666.67
The Bank of Nova Scotia $4,666,666.66
Wachovia Bank, N.A. $4,000,000.00
-------------
TOTAL: $50,000,000.00
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