THIRD AMENDMENT
THIRD AMENDMENT (this "Amendment"), dated as of September 30, 1999, among
SITEL CORPORATION, a Minnesota corporation (the "Borrower"), the lenders party
to the Credit Agreement referred to below (the "Banks"), and BANKERS TRUST
COMPANY, as agent (in such capacity, the "Agent"). All capitalized terms used
herein and not otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks, the Documentation Agent, the Syndication
Agent and the Agent are parties to 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, the Borrower has requested, and the Banks have agreed, to the
amendments to the Credit Agreement provided for herein, in each case on the
terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Section 3.01(a) of the Credit Agreement is hereby amended by deleting
the text "1/4 of 1%" appearing therein and inserting the text "1/2 of 1%" in
lieu thereof.
2. Section 3.01 of the Credit Agreement is hereby further amended by
inserting the following new clause (g) at the end thereof:
"(g) The Borrower agrees to pay to the Agent for distribution
to each Bank (based on each such Bank's respective RL Percentage) the
following fees:
(i) in the event that the Termination Date has not
occurred by April 13, 2000, a fee equal to 1/4 of 1% of the
Total Revolving Loan Commitment on April 13, 2000 (or, if the
Total Revolving Loan Commitment has been terminated, 1/4 of 1%
of the sum of the aggregate principal amount of all
outstanding Loans on such date plus the aggregate amount of
all Letter of Credit Outstandings on such date), which fee
shall be due and payable on April 13, 2000; and
(ii) in the event that the Termination Date has not
occurred by October 13, 2000, an additional fee equal to 1/2
of 1% of the Total Revolving Loan Commitment on October 13,
2000 (or, if the Total Revolving Loan Commitment has been
terminated, 1/2 of 1% of the sum of the aggregate principal
amount of all outstanding Loans on such date plus the
aggregate amount of all Letter of Credit Outstandings on such
date), which fee shall be due and payable on October 13,
2000."
25
3. Clause (xii) of Section 9.01 of the Credit Agreement is hereby deleted
in its entirety and the following new clause (xii) is inserted in lieu thereof:
"(xii) Liens placed upon any of the assets of a
Foreign Subsidiary of the Borrower to secure any Foreign
Subsidiary Third Party Borrowings incurred pursuant to Section
9.04(v), provided that in all events the Lien encumbering such
assets does not encumber any asset of the Borrower or any
Domestic Subsidiary thereof;".
4. Clause (v) of Section 9.04 of the Credit Agreement is hereby deleted in
its entirety and the following new clause (v) is inserted in lieu thereof:
"(v) Indebtedness of any Foreign Subsidiary of the
Borrower under lines of credit extended by third Persons to
such Foreign Subsidiary the proceeds of which Indebtedness are
used for any Foreign Subsidiary's working capital and general
corporate purposes, provided that the aggregate principal
amount of all such Indebtedness incurred pursuant to this
clause (v), together with the aggregate principal amount of
all Existing Indebtedness under such lines of credit, shall
not exceed $100,000,000 (or the Dollar Equivalent thereof in
the case of Indebtedness incurred in a currency other than
Dollars) at any time outstanding (the "Foreign Subsidiary
Third Party Borrowings");".
5. Clause (vi) of Section 9.04 of the Credit Agreement is hereby deleted in
its entirety and the following new clause (vi) is inserted in lieu thereof:
"(vi) intercompany Indebtedness among the Borrower
and its Subsidiaries to the extent permitted by Sections
9.05(ix), (xiii), (xiv), (xv) and (xvii);".
6. Section 9.05 of the Credit Agreement is hereby amended by (i) deleting
the word "and" appearing at the end of clause (xv) thereof, (ii) deleting the
period appearing at the end of clause (xvi) thereof and inserting ";and" in lieu
thereof, (iii) inserting the following new clause (xvii) immediately after such
clause (xvi):
"(xvii) Wholly-Owned Foreign Subsidiaries of the
Borrower may make Intercompany Loans and/or cash equity
contributions among one another."
and (iv) inserting the following new sentence at the end thereof:
"To the extent that the Borrower or a Subsidiary
thereof has an Intercompany Loan outstanding to a Foreign
Subsidiary of the Borrower as permitted by clauses (xiii),
(xiv), (xv) and (xvii) of this Section 9.05, the Borrower or
the Subsidiary which has made such Intercompany Loan may
convert the same into an equity contribution to the Foreign
Subsidiary which is the obligor of such Intercompany Loan and
such conversion shall not constitute an additional Investment
for purposes of clause (xv) of this Section 9.05."
7. The table appearing in Section 9.10 of the Credit Agreement is hereby
deleted in its entirety and the following new table is inserted in lieu thereof:
26
"First Quarter Ending Amount
--------------------- ------
September 30, 1999 $62,300,000
December 31, 1999 $63,500,000
March 31, 2000 $70,000,000
June 30, 2000 $70,000,000
September 30, 2000 and the last day of each
fiscal quarter of the
Borrower thereafter $75,000,000".
8. The definition of "Applicable Base Rate Margin" appearing in Section
11.01 of the Credit Agreement is hereby deleted in its entirety and the
following new definition of "Applicable Base Rate Margin" is inserted in lieu
thereof:
"Applicable Base Rate Margin" shall mean (i) for periods prior
to October 13, 1999, 1/4 of 1% less the then applicable Interest
Reduction Discount, if any, and (ii) for periods from and after October
13, 1999, 1% plus the Additional Margin, if any, then in effect.
9. The definition of "Applicable Eurodollar Rate Margin" appearing in
Section 11.01 of the Credit Agreement is hereby deleted in its entirety and the
following new definition of "Applicable Eurodollar Rate Margin" is inserted in
lieu thereof:
"Applicable Eurodollar Rate Margin" shall mean (i) for periods
prior to October 13, 1999, 1-1/4% less the then applicable Interest
Reduction Discount, if any, and (ii) for periods from and after October
13, 1999, 2% plus the Additional Margin, if any, then in effect.
10. The definition of "Consolidated EBITDA" appearing in Section 11.01 of
the Credit Agreement is hereby deleted in its entirety and the following new
definition of "Consolidated EBITDA" is inserted in lieu thereof:
"Consolidated EBITDA" shall mean, for any period, Consolidated
EBIT for such period, adjusted by adding thereto the amount of all
amortization of intangibles and depreciation that were deducted in
arriving at Consolidated EBIT for such period (including deferred
financing, legal and accounting costs associated with the Original
Credit Agreement, this Agreement and the Senior Subordinated Notes),
but determined without giving effect to (x) any non-cash charges of up
to $8,500,000 in the aggregate which is taken by the Borrower on or
prior to December 31, 1998 in connection with the revaluation of the
businesses of Sitel Telebusiness New Zealand Limited, SITEL
Telebusiness Australia Pty Limited and/or SITEL Telebusiness Singapore
Pte Ltd., (y) any cash restructuring charges of up to $7,000,000 in the
aggregate in connection with severance costs incurred by Subsidiaries
of the Borrower on or prior to December 1998, and (z) any non-cash
charges of up to $10,000,000 in the aggregate which are taken by the
Borrower on or prior to December 31, 1999 in connection with the
write-off of capitalized
27
costs with respect to certain of the Borrower's software platforms,
software investments and other intangible assets.
11. Section 11.01 of the Credit Agreement is hereby further amended by
inserting the following new definitions in the appropriate alphabetical order:
"Additional Margin" shall mean (i) for the period from October
13, 1999 through April 12, 2000, 0, (ii) for the period from April 13,
2000 through October 12, 2000, .25%, and (iii) for the period
thereafter, .50%.
"Termination Date" shall mean that date upon which the Total
Revolving Loan Commitment has been terminated, all Loans have been
repaid in full, all Letters of Credit have been terminated and all
other Obligations then outstanding have been paid in full.
12. The Banks hereby waive any Event of Default that has arisen under the
Credit Agreement solely as a result of the Borrower failing to be in compliance
with Section 9.10 of the Credit Agreement (before giving effect to this
Amendment) for the Test Period ended on September 30, 1999.
13. 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.
14. This Amendment may be executed in any number of counterparts (including
by way of facsimile) 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.
15. 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.
16. This Amendment shall become effective as of September 30, 1999 on the
date (the "Third Amendment Effective Date") when 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 facsimile
transmission) the same to the Agent at the Notice Office.
17. In order to induce the Banks to enter into this Amendment, the Borrower
hereby agrees to pay to each Bank which executes and delivers to the Agent a
counterpart of this Amendment on or before 5:00 p.m. (New York time) on October
12, 1999, a fee equal to 1/5 of 1% of such Bank's Revolving Loan Commitment on
the Third Amendment Effective Date, with such fee to be earned on the Third
Amendment Effective Date and payable on the Business Day immediately thereafter.
18. In order to further induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that (i) no Default or Event of Default
exists as of the Third Amendment Effective Date, after giving effect to this
Amendment, and (ii) on the Third Amendment Effective Date, after giving effect
to this Amendment, all representations and warranties contained in the Credit
Agreement and in the other Credit Documents are true and correct in all material
respects (it being understood and agreed that any representation or warranty
which by its terms is made as of a specified date shall be true and correct in
all material respects only as of such specified date).
28
19. From and after the Third Amendment Effective Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended hereby.
* * *
29
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
SITEL CORPORATION
By: /s/
-----------------------------------
Title:
BANKERS TRUST COMPANY,
Individually and as Agent
By: /s/
-----------------------------------
Title:
U.S. BANK NATIONAL ASSOCIATION
By: /s/
-----------------------------------
Title:
FIRST UNION NATIONAL BANK
By: /s/
-----------------------------------
Title:
THE BANK OF NEW YORK
By: /s/
-----------------------------------
Title:
30
BANK ONE, N.A.
By: /s/
-----------------------------------
Title:
COMERICA BANK
By: /s/
-----------------------------------
Title:
CREDIT AGRICOLE INDOSUEZ
By: /s/
-----------------------------------
Title:
THE BANK OF NOVA SCOTIA
By: /s/
-----------------------------------
Title:
WACHOVIA BANK
By: /s/
-----------------------------------
Title:
31
