EXHIBIT 2.4(h)
AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT No. 1 (the "Amendment") dated April 4, 1997 among SITEL
Corporation, a Minnesota corporation ("SITEL") and certain stockholders of SITEL
listed on the signature pages hereto (each, a "Seller").
WHEREAS, the parties hereto have previously entered into a
Registration Rights Agreement dated September 3, 1996 (the "Registration Rights
Agreement"); and
WHEREAS, the parties hereto desire to supplement and amend the
provisions of the Registration Rights Agreement in the manner set forth in
this Amendment.
NOW THEREFORE, in consideration of the mutual agreements contained
herein, the payment by SITEL to the Sellers of the aggregate sum of 1(pound),
and the payment by the Sellers to SITEL of the aggregate sum of 1(pound), the
receipt and adequacy of which is hereby acknowledged by SITEL and the Sellers,
the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
1.1. Definitions
Terms used herein and not otherwise defined herein shall have the meanings
set forth in the Registration Rights Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the Registration Rights Agreement shall from and
after the effective date hereof refer to the Registration Rights Agreement
as amended and supplemented hereby.
ARTICLE II.
AMENDMENT
2.1. Section 3.4
Section 3.4 of the Registration Rights Agreement is hereby amended in its
entirety to read as follows:
Holdback Agreements. Each Shareholder has voluntarily and
irrevocably offered not to offer, sell, contract to sell or otherwise
dispose of any Registrable Securities, or any securities convertible
into or exchangeable or exercisable for such securities, during the 14
days prior to, and during the 180-day period beginning on, the
effective date of such registration statement, other than the
Registrable Securities to be sold pursuant to such registration
statement, and SITEL has accepted such offer of each Shareholder in
entering into this Agreement.
2.2. Section 3.5
Section 3.5 of the Registration Rights Agreement is hereby amended in its
entirety to read as follows:
Additional Restrictions on Sale. Each Shareholder has voluntarily and
irrevocably offered not to offer, sell, contract to sell or otherwise
dispose of any Registrable Securities, or any securities convertible
into or exchangeable or exercisable for such securities, prior to the
public release of the results of the first 30 days of combined
operations of SITEL and Mitre plc, and SITEL has accepted such offer
of each Shareholder in entering into this Agreement.
ARTICLE III.
MISCELLANEOUS
3.1. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York, without
reference to its conflicts of law rules.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the date and year
first above written.
SITEL CORPORATION
By: /s/ Xxxxx X. Major
Name: Xxxxx X. Major
Title: Chief Financial Officer
BURMEL HOLDINGS NV
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Attorney
XXXXXXX X. PIPE
/s/ Xxxxxxx X. Pipe
XXXXX X.X. XXXXXXX
/s/ Xxxxx X.X. Xxxxxxx
XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxx
XXXXXX X. XXXXXXX
/s/ X.X. Xxxxxxx
XXXXXX X.X. XXXXXX
/s/ M.E.O. Xxxxxx
XXXXXXXXX X. XXXXXX
/s/ X.X. Xxxxxx
XXXXX X. XXXXX
/s/ X.X. Xxxxx
XXXXX XXXXXX
/s/ Xxxxx Xxxxxx
XXXXXX X. XXXXXXXXXXX
/s/ Xxxxxx X. Xxxxxxxxxxx
MERIT GROUP NV (in liquidation), by its former
shareholders:
XXXX X. XXXXXXXX
/s/ Xxxx X. Xxxxxxxx
M. VANBAELEN
/s/ M. Vanbaelen
X. XXXXX
/s/ X. Xxxxx
X. XXXXXXXX
/s/ X. Xxxxxxxx
X. XXXXXXXXX
/s/ X. Xxxxxxxxx
E. VAN XX XXXX
/s/ E. Van Xx Xxxx
D. FRANS
/s/ Xxxx Xxxxx
