Attached files
file | filename |
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8-K - FORM 8-K - SITEL Worldwide Corp | g27475e8vk.htm |
EX-10.3 - EX-10.3 - SITEL Worldwide Corp | g27475exv10w3.htm |
EX-10.1 - EX-10.1 - SITEL Worldwide Corp | g27475exv10w1.htm |
Exhibit 10.2
EXTENSION AGREEMENT
GE Corporate Finance Bank SAS
London Branch
30 Berkeley Square
London W1J 6EW
United Kingdon
London Branch
30 Berkeley Square
London W1J 6EW
United Kingdon
June 7, 2011
ClientLogic Holding Limited
c/o SITEL Worldwide Corporation
Two American Center
3102 West End Avenue, Suite 1000
Nashville, TN 37203
Attention: Mr. Neal Miller, Treasurer
Telecopier No.: 615-301-7377
Telephone No.: 615-301-7150
c/o SITEL Worldwide Corporation
Two American Center
3102 West End Avenue, Suite 1000
Nashville, TN 37203
Attention: Mr. Neal Miller, Treasurer
Telecopier No.: 615-301-7377
Telephone No.: 615-301-7150
Goldman Sachs Credit Partners L.P.,
as Administrative Agent
200 West Street
New York, New York 10282-2198
as Administrative Agent
200 West Street
New York, New York 10282-2198
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, Goldman Sachs 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 UK
Revolving Commitments set forth on such Lenders applicable Extension Election and Original UK
Revolving Loans thereunder to an Extended UK Revolving Commitment and related Extended UK Revolving
Loans with the terms set forth on Annex I hereto. Each Extended UK Revolving Commitment
and related Extended UK 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 UK Revolving Commitments and related Extended UK Revolving Loans.
The Sterling Swing Line Lender party to this Extension Agreement (the Extending Sterling Swing
Line Lender) hereby agrees to extend its commitment to make Sterling Swing Line Loans until the
scheduled final maturity date and commitment termination date of the Extended UK Revolving
Commitments and related Extended UK Revolving Loans set forth on Annex I hereto. Each
Sterling Swing Line Loan shall be subject to the terms and conditions set forth in the Credit
Agreement.
The Euro Swing Line Lender party to this Extension Agreement (the Extending Euro Swing Line
Lender) hereby agrees to extend its commitment to make Euro Swing Line Loans until the scheduled
final maturity date and commitment termination date of the Extended UK Revolving Commitments and
related Extended UK Revolving Loans set forth on Annex I hereto. Each Euro Swing Line Loan
shall be subject to the terms and conditions set forth in the Credit Agreement.
Each Extending Lender, the Extending Sterling Swing Line Lender and the Extending Euro 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 UK Revolving Commitments resulting from the effectiveness of this
Extension Agreement (if any) shall be referred to as Tranche A Extended UK 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 UK 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 UK 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, the Sterling Swing Line Lender and/or the Euro 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 UK Borrower and each other Credit Party represents and
warrants to the Administrative Agent and each Lender, the Sterling Swing Line Lender and/or the
Euro 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 Persons 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 UK Borrower and each other
Credit Party, each Extending Lender, the Sterling Swing Line Lender, and the Euro 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 UK Revolving Commitments converted into Extended UK
Revolving Commitments pursuant to this Extension Agreement is $10,000,000 and (b) the aggregate
principal amount of Original UK Revolving Loans related to such Original UK Revolving Commitments
converted into Extended UK Revolving Loans pursuant to this Extension Agreement is $4,937,089.29.
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 CORPORATE FINANCE BANK SAS, as an Extended UK Revolving Lender |
||||
By: | /s/ Adrian Clulow | |||
Name: | Adrian Clulow | |||
Title: | Authorized Signatory | |||
By: | /s/ Nicole Gates | |||
Name: | Nicole Gates | |||
Title: | Managing Director | |||
[Signature Page to Extension Agreement (UK)]
GOLDMAN SACHS CREDIT PARTNERS L.P., as Sterling Swing
Line Lender |
||||
By: | /s/ Gabe Jacobson | |||
Name: | Gabe Jacobson | |||
Title: | Authorized Signatory | |||
GOLDMAN SACHS CREDIT PARTNERS L.P., as Euro Swing Line Lender |
||||
By: | /s/ Gabe Jacobson | |||
Name: | Gabe Jacobson | |||
Title: | Authorized Signatory | |||
[Signature Page to Extension Agreement (UK)]
ACCEPTED AND AGREED AS OF THE DATE FIRST WRITTEN
ABOVE: SITEL, LLC |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
CLIENTLOGIC HOLDING LIMITED |
||||
By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Director | |||
SITEL CANADA CORPORATION |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
[Signature Page to Extension Agreement (UK)]
SITEL WORLDWIDE CORPORATION |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Global Chief Financial Officer | |||
SITEL OPERATING CORPORATION |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
SERVICE ZONE HOLDINGS, LLC |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
CATALOG RESOURCES, INC. |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
SITEL INTERNATIONAL HOLDINGS, INC. |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
[Signature Page to Extension Agreement (UK)]
1293219 ONTARIO INC. |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
1293220 ONTARIO INC. |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
SITEL MEXICO S.A. DE C.V. |
||||
By: | /s/ David Beckman | |||
Name: | David Beckman | |||
Title: | Secretary | |||
CLIENTLOGIC (UK) HOLDING LIMITED |
||||
By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Director | |||
CLIENTLOGIC LIMITED |
||||
By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Director | |||
CLIENTLOGIC (UK) LIMITED |
||||
By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Chairman | |||
[Signature Page to Extension Agreement (UK)]
SITEL INTERNATIONAL, LLC |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
NATIONAL ACTION FINANCIAL SERVICES, INC. |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
SITEL CUSTOMER CARE, INC. |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
SITEL TELESERVICES CANADA, INC. |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
SITEL (BVI) INTERNATIONAL, INC. |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
[Signature Page to Extension Agreement (UK)]
SITEL EUROPE LIMITED |
||||
By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Chairman | |||
SITEL UK LIMITED |
||||
By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Chairman | |||
SITEL NEW ZEALAND LIMITED |
||||
By: | /s/ Steven Barker | |||
Name: | Steven Barker | |||
Title: | Director | |||
CLIENTLOGIC B.V. |
||||
By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Chairman | |||
SYSTEMS INTEGRATED TELEMARKETING NETHERLANDS B.V. |
||||
By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Chairman of Board | |||
[Signature Page to Extension Agreement (UK)]
SITEL GMBH |
||||
By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Chairman of Board | |||
SRM INKASSO GMBH |
||||
By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Chairman of Board | |||
SITEL IBERICA TELESERVICES, S.A.U. |
||||
By: | /s/ Pedro Lozano | |||
Name: | Pedro Lozano | |||
Title: | General Manager / Director | |||
SITEL BELGIUM NV |
||||
By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Chairman of Board | |||
SITEL FINANCE CORP. |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
SITEL PANAMA, S.A. |
||||
By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
[Signature Page to Extension Agreement (UK)]
SITEL PHILIPPINES CORPORATION |
||||
By: | /s/ Steven Barker | |||
Name: | Steven Barker | |||
Title: | Director | |||
[Signature Page to Extension Agreement (UK)]
GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative
Agent |
||||
By: | /s/ Gabe Jacobson | |||
Name: | Gabe Jacobson | |||
Title: | Authorized Signatory | |||
[Signature Page to Extension Agreement (UK)]
ANNEX I TO EXTENSION AGREEMENT
1. Scheduled final maturity date and commitment termination date of such Extended UK Revolving
Commitments and related Extended UK Revolving Loans: January 30, 2016
2. Applicable Margin for such Extended UK Revolving Loans: Applicable EURIBOR Margin = 6.75%
and Applicable LIBOR Margin = 6.75%
3. Applicable Unused Line Fee Margin for such Extended UK Revolving Commitments and related
Extended UK Revolving Loans: 0.50%
4. Name of class of such Extended UK Revolving Commitments (and Extended UK Revolving Loans):
Such Extended UK Revolving Commitments (and Extended UK Revolving Loans) shall, from and after
the Effective Date, be part of the Tranche A Extended UK Revolving Commitments (and Tranche A
Extended UK Revolving Credit Advances) class for all purposes of the Credit Agreement, including
with respect to paragraph 5 below)
5. Any Extension Series of Extended UK Revolving Commitments established on or after the Effective
Date shall comply with the following requirement: If any Extension Series of Extended UK
Revolving Commitments is established on or after the Effective Date, the Lenders who hold Tranche A
Extended UK Revolving Commitment or have made Tranche A Extended UK Revolving Credit Advances
shall, at their option, be allowed to amend the terms of their Tranche A Extended UK Revolving
Commitments and Tranche A Extended UK 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)