EXTENSION AGREEMENT General Electric Capital Corporation 401 Merritt Seven, 4th Floor Norwalk, CT 06851 GE Business Financial Services Inc. (formerly known as Merrill Lynch Business Financial Services Inc.) 401 Merritt Seven, 4th Floor Norwalk, CT...

Exhibit 10.1

EXTENSION AGREEMENT

General Electric Capital Corporation
000 Xxxxxxx Xxxxx, 0^xx Xxxxx
Xxxxxxx, XX 00000

GE Business Financial Services Inc.
(formerly known as Xxxxxxx Xxxxx Business Financial Services Inc.)
000 Xxxxxxx Xxxxx, 0^xx Xxxxx
Xxxxxxx, XX 00000

Fifth Third Bank
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000

June 7, 2011

SITEL, LLC
c/o SITEL Worldwide Corporation
Two American Center
0000 Xxxx Xxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
Attention: Mr. Xxxx Xxxxxx, Treasurer
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000

Xxxxxxx Sachs Credit Partners L.P.,
as Administrative Agent
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000

Ladies and Gentlemen:

Reference is made to the Credit Agreement, dated as of January 30, 2007, among SITEL, LLC, a Delaware limited liability company (“U.S. Borrower”), ClientLogic Holding Limited, a company incorporated in England and Wales under company number 3530981 (“UK Borrower”), SITEL CANADA CORPORATION, an Ontario corporation (“Canadian Borrower”, and Canadian Borrower, collectively with U.S. Borrower and UK Borrower, the “Borrowers”), the other Credit Parties party thereto, the Lenders from time to time party thereto, Xxxxxxx Xxxxx Credit Partners L.P., as Joint Lead Arranger, Joint Bookrunner, Administrative Agent (together with its permitted successor(s) in such capacity, “Administrative Agent”) and Collateral Agent (together with its permitted successor(s) in such capacity, “Collateral Agent”), and General Electric Capital Corporation, as Syndication Agent (in such capacity, “Syndication Agent”) (as amended as of December 9, 2008, as amended as of April 21, 2009, as amended as of February 18, 2010, as amended as of May 12, 2011 and as it may be further amended,

restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

Each Lender party to this letter agreement (this “Extension Agreement”, and each such Lender, an “Extending Lender”) hereby severally agrees to convert on June 7, 2011 the Original U.S. Revolving Commitments set forth on such Lender’s applicable Extension Election and Original U.S. Revolving Loans thereunder to an Extended U.S. Revolving Commitment and related Extended U.S. Revolving Loans with the terms set forth on Annex I hereto. Each Extended U.S. Revolving Commitment and related Extended U.S. Revolving Loans provided pursuant to this Extension Agreement shall be subject to the terms and conditions set forth in the Credit Agreement. Each Extending Lender also agrees that the provisions set forth on Annex I attached hereto shall be applicable to its Extended U.S. Revolving Commitments and related Extended U.S. Revolving Loans.

The U.S. Dollars Swing Line Lender party to this Extension Agreement (the “Extending Swing Line Lender”) hereby agrees to extend its commitment to make U.S. Dollars Swing Line Loans until the scheduled final maturity date and commitment termination date of the Extended U.S. Revolving Commitments and related Extended U.S. Revolving Loans set forth on Annex I hereto. Each U.S. Dollars Swing Line Loan shall be subject to the terms and conditions set forth in the Credit Agreement.

Each Extending Lender and the Extending Swing Line Lender hereby:

1. confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements delivered pursuant thereto and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Extension Agreement;

2. agrees that it will, independently and without reliance upon the Administrative Agent, the other Agents, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto;

3. appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents or any other instrument or document furnished pursuant thereto as are delegated to the Agents by the terms thereof, together with such powers as are reasonably incidental thereto;

4. agrees that its Extended U.S. Revolving Commitments resulting from the effectiveness of this Extension Agreement (if any) shall be referred to as “Tranche A Extended U.S. Revolving Commitments”;

5. authorizes the Agents to execute such amendments to the Loan Documents as are considered to be necessary or advisable pursuant to Section 1.17 of the Credit Agreement;

6. agrees that it will continue to perform, in accordance therewith, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender;

7. to the extent required by Section 1.11 of the Credit Agreement, in the case of each Non-US Lender, attaches the forms prescribed by the Internal Revenue Service of the United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Loan Documents; and

8. (a) acknowledges and agrees that the Fourth Amendment complies in all respects with the Credit Agreement (prior to giving effect to the Fourth Amendment), including Section 11.1 thereof, and consents and agrees to the amendments and other agreements made in the Second Amendment, (b) acknowledges and agrees that this Extension Agreement complies in all respects with the Credit Agreement, including Sections 1.17 and 11.1 thereof, and (c) consents in accordance with the Credit Agreement, including Sections 1.17 and 11.1 thereof, to the extensions and other agreements contemplated herein.

Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Extension Agreement and consents to the supplement of the Fourth Amendment and/or the Credit Agreement effected pursuant to this Extension Agreement. Each Credit Party hereby confirms that the Guaranty by such Credit Party will continue to guarantee, to the fullest extent possible in accordance with such Guaranty, the payment and performance of all applicable Obligations. Each Credit Party hereby confirms that each relevant Collateral Document to which it is a party or otherwise bound and all Collateral of such Credit Party encumbered thereby will continue to secure, to the fullest extent possible in accordance with such Collateral Document, the payment and performance of all Obligations of such Credit Party.

Each Credit Party acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound, as amended (including as amended and modified by this Extension Agreement), shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Extension Agreement. Each Credit Party represents and warrants that, after giving effect to the amendments and other agreements made in this Extension Agreement, all representations and warranties made by it in each Loan Document to which it is a party or otherwise bound are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

The U.S. Borrower and each other Credit Party party hereto has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental office all relevant filings and recordations to ensure that the Extended U.S. Revolving Commitments are secured in accordance with the Collateral Documents (other than with respect to modification agreements to Mortgages, if any, that shall be provided no later than 60 days (or such greater number of days as agreed to by Administrative Agent in its sole discretion) following the effective date of this Extension Agreement).

In order to induce Lenders and/or the U.S. Dollars Swing Line Lender to enter into this Extension Agreement and to supplement the Fourth Amendment and/or the Credit Agreement in the manner provided herein, the U.S. Borrower and each other Credit Party represents and warrants to the Administrative Agent and each Lender and/or the U.S. Dollars Swing Line Lender that the following statements are true and correct in all material respects:

1. Each Credit Party which is party hereto has all requisite power and authority to enter into this Extension Agreement.

2. The execution and delivery of this Extension Agreement by each Credit Party that is a party hereto have been duly authorized by all necessary action on the part of each such Credit Party.

3. The execution, delivery and performance by each Credit Party of this Extension Agreement (including the extensions of maturity contemplated hereby) does not and will not (i) violate any applicable law or regulation, or any order or decree of any court or Governmental Authority except where such violation would not reasonably be expected to have a Material Adverse Effect, (ii) contravene any provision of such Person’s charter, bylaws or partnership or operating agreement, memorandum or articles of association (or equivalent) as applicable, (iii) conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound except where such conflict, breach or default would not reasonably be expected to have a Material Adverse Effect, (iv) result in the creation or imposition of any Lien upon any material property of such Person other than those in favor of Collateral Agent, on behalf of itself and Secured Parties, pursuant to the Loan Documents other than Liens permitted hereunder and (v) require the consent or approval of any Governmental Authority, other than those which have been (or will be within any applicable statutory time limits) duly obtained, made or complied with on or prior to the date hereof.

4. No registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority is or will be required in connection with the execution and delivery by each Credit Party of this Extension Agreement.

5. This Extension Agreement has been duly executed and delivered by each of the Credit Parties that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

6. After giving effect to the amendments and other agreements made in this Extension Agreement, the representations and warranties contained in Section 3 of the Credit Agreement (after giving effect to this Extension Agreement) are and will be true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date.

7. After giving effect to the amendments and other agreements made in this Extension Agreement, no event has occurred and is continuing that would constitute an Event of Default or a Default.

Upon the execution of a counterpart of this Extension Agreement by the U.S. Borrower and each other Credit Party, each Extending Lender and the U.S. Dollars Swing Line Lender, the delivery to the Administrative Agent of a fully executed copy hereof (including by way of counterparts and by electronic delivery) and the payment of any fees required in connection herewith, this Extension Agreement and the conversions, extensions and other agreements contemplated herein shall become effective as of June 7, 2011. The parties hereto agree that (a) the aggregate principal amount of Original U.S. Revolving Commitments converted into Extended U.S. Revolving Commitments pursuant to this Extension Agreement is $21,250,000 and (b) the aggregate principal amount of Original U.S. Revolving Loans related to such Original U.S. Revolving Commitments converted into Extended U.S. Revolving Loans pursuant to this Extension Agreement is $15,385,000.

After the effectiveness of this Extension Agreement in accordance with the preceding paragraph, this Extension Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 11.1 of the Credit Agreement.

THIS EXTENSION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

This Extension Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

[Remainder of this page intentionally left blank.]

	Very truly yours, GE BUSINESS FINANCIAL SERVICES INC. (formerly known as Xxxxxxx Xxxxx Business Financial Services Inc.), as an Extended U.S. Revolving Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Duly Authorized Signatory
	GENERAL ELECTRIC CAPITAL CORPORATION, as an Extended U.S. Revolving Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Duly Authorized Signatory
	FIFTH THIRD BANK, as an Extended U.S. Revolving Lender
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	AVP

[Signature Page to Extension Agreement (US)]

	XXXXXXX SACHS CREDIT PARTNERS L.P., as U.S. Dollars Swing Line Lender
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Authorized Signatory

[Signature Page to Extension Agreement (US)]

	ACCEPTED AND AGREED AS OF THE DATE FIRST WRITTEN ABOVE: SITEL, LLC
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer
	CLIENTLOGIC HOLDING LIMITED
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Director
	SITEL CANADA CORPORATION
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer

[Signature Page to Extension Agreement (US)]

	SITEL WORLDWIDE CORPORATION
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Global Chief Financial Officer
	SITEL OPERATING CORPORATION
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer
	SERVICE ZONE HOLDINGS, LLC
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer
	CATALOG RESOURCES, INC.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer
	SITEL INTERNATIONAL HOLDINGS, INC.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer

[Signature Page to Extension Agreement (US)]

	1293219 ONTARIO INC.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer
	1293220 ONTARIO INC.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer
	SITEL MEXICO S.A. DE C.V.
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Secretary
	CLIENTLOGIC (UK) HOLDING LIMITED
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Director
	CLIENTLOGIC LIMITED
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Director
	CLIENTLOGIC (UK) LIMITED
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Chairman

[Signature Page to Extension Agreement (US)]

	SITEL INTERNATIONAL, LLC
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer
	NATIONAL ACTION FINANCIAL SERVICES, INC.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer
	SITEL CUSTOMER CARE, INC.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer
	SITEL TELESERVICES CANADA, INC.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer
	SITEL (BVI) INTERNATIONAL, INC.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer

[Signature Page to Extension Agreement (US)]

	SITEL EUROPE LIMITED
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Chairman
	SITEL UK LIMITED
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Chairman
	SITEL NEW ZEALAND LIMITED
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	General Manager APAC / Director
	CLIENTLOGIC B.V.
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Chairman
	SYSTEMS INTEGRATED TELEMARKETING NETHERLANDS B.V.
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Chairman of Board

[Signature Page to Extension Agreement (US)]

	SITEL GMBH
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Chairman of Board
	SRM INKASSO GMBH
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Chairman of Board
	SITEL IBERICA TELESERVICES, S.A.U.
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	General Manager / Director
	SITEL BELGIUM NV
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Chairman of Board
	SITEL FINANCE CORP.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer
	SITEL PANAMA, S.A.
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chief Financial Officer

[Signature Page to Extension Agreement (US)]

	SITEL PHILIPPINES CORPORATION
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	General Manager APAC / Director

[Signature Page to Extension Agreement (US)]

	XXXXXXX XXXXX CREDIT PARTNERS L.P., as Administrative Agent
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Authorized Signatory

[Signature Page to Extension Agreement (US)]

ANNEX I TO EXTENSION AGREEMENT

1. Scheduled final maturity date and commitment termination date of such Extended U.S. Revolving Commitments and related Extended U.S. Revolving Loans: January 30, 2016

2. Applicable Margin for such Extended U.S. Revolving Loans: Applicable Index Margin = 5.75% and Applicable LIBOR Margin = 6.75%

3. Applicable Unused Line Fee Margin for such Extended U.S. Revolving Commitments and related Extended U.S. Revolving Loans: 0.50%

4. Name of class of such Extended U.S. Revolving Commitments (and Extended U.S. Revolving Loans): Such Extended U.S. Revolving Commitments (and Extended U.S. Revolving Loans) shall, from and after the Effective Date, be part of the Tranche A Extended U.S. Revolving Commitments (and Tranche A Extended U.S. Revolving Credit Advances) class for all purposes of the Credit Agreement, including with respect to paragraph 5 below)

5. Any Extension Series of Extended U.S. Revolving Commitments established on or after the Effective Date shall comply with the following requirement: If any Extension Series of Extended U.S. Revolving Commitments is established on or after the Effective Date, the Lenders who hold Tranche A Extended U.S. Revolving Commitment or have made Tranche A Extended U.S. Revolving Credit Advances shall, at their option, be allowed to amend the terms of their Tranche A Extended U.S. Revolving Commitments and Tranche A Extended U.S. Revolving Credit Advances to conform to the terms of any such Extension Series (including, without limitation, with respect to maturity date and Weighted Average Yield)