Attached files
file | filename |
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8-K - FORM 8-K - SITEL Worldwide Corp | g27475e8vk.htm |
EX-10.2 - EX-10.2 - SITEL Worldwide Corp | g27475exv10w2.htm |
EX-10.1 - EX-10.1 - SITEL Worldwide Corp | g27475exv10w1.htm |
Exhibit 10.3
EXTENSION AGREEMENT
June 8, 2011
SITEL, LLC
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 8, 2011 (the Effective Date) the
Original U.S. Term Loans set forth on such Lenders applicable Extension Election to Extended U.S.
Term Loans with the terms set forth on Annex I hereto. Each Extended U.S. Term Loan
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. Term Loans.
Each Extending 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. Term Loans resulting from the effectiveness of this Extension
Agreement (if any) shall be referred to as Tranche A Extended U.S. Term Loans;
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. Term Loans 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 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 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 U.S. Borrower and each other
Credit Party and each Extending 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 8, 2011. The
parties hereto agree that the aggregate principal amount of Original U.S. Term Loans converted into
Extended U.S. Term Loans pursuant to this Extension Agreement is $9,934,890.66.
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, KATONAH X CLO LTD, as an Extended U.S. Term Lender |
||||
By: | /s/ Daniel Gilligan | |||
Name: | Daniel Gilligan | |||
Title: | Authorized Officer Katonah Debt Advisors, L.L.C. As Manager |
|||
[Signature Page to Extension Agreement (US Term Loan)]
NOB HILL CLO, LIMITED, as an Extended U.S. Term Lender |
||||
By: | /s/ Bradley Kane | |||
Name: | Bradley Kane | |||
Title: | Portfolio Manager | |||
NOB HILL CLO II LIMITED, as an Extended U.S. Term Lender |
||||
By: | /s/ Bradley Kane | |||
Name: | Bradley Kane | |||
Title: | Portfolio Manager | |||
[Signature Page to Extension Agreement (US Term Loan)]
APOSTLE LOOMIS SAYLES SENIOR LOAN FUND, as an Extended U.S. Term Lender | ||||||
By: Loomis, Sayles & Company, L.P., its Investment Manager |
||||||
By: Loomis, Sayles & Company, Incorporated, its General Partner |
||||||
By: | /s/ Mary McCarthy
|
|||||
Name: Mary McCarthy | ||||||
Title: Vice President | ||||||
CONFLUENT 4 LIMITED, as an Extended U.S. Term Lender |
||||||
By: Loomis, Sayles & Company, L.P., as Sub-Manager | ||||||
By: Loomis, Sayles & Company, Incorporated, its General Partner |
||||||
By: | /s/ Mary McCarthy
|
|||||
Name: Mary McCarthy | ||||||
Title: Vice President | ||||||
LOOMIS SAYLES CLO I, LTD., as an Extended U.S. Term Lender | ||||||
By: Loomis, Sayles & Company, L.P., its Collateral Manager | ||||||
By: Loomis, Sayles & Company, Incorporated, its General Partner | ||||||
By: | /s/ Mary McCarthy
|
|||||
Name: Mary McCarthy | ||||||
Title: Vice President |
[Signature Page to Extension Agreement (US Term Loan)]
THE LOOMIS SAYLES SENIOR LOAN FUND, LLC, as an Extended U.S. Term Lender | ||||||||
By: Loomis, Sayles & Company, L.P., its Managing Member |
||||||||
By: Loomis, Sayles & Company, Incorporated, its General Partner | ||||||||
By: | /s/ Mary McCarthy | |||||||
Name: | Mary McCarthy | |||||||
Title: | Vice President |
[Signature Page to Extension Agreement (US Term Loan)]
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 (US Term Loan)]
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 (US Term Loan)]
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 |
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By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Director | |||
CLIENTLOGIC LIMITED |
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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 (US Term Loan)]
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. |
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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 (US Term Loan)]
SITEL EUROPE LIMITED |
||||
By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Chairman | |||
SITEL UK LIMITED |
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By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Chairman | |||
SITEL NEW ZEALAND LIMITED |
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By: | /s/ Steven Barker | |||
Name: | Steven Barker | |||
Title: | Director | |||
CLIENTLOGIC B.V. |
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By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Chairman | |||
SYSTEMS INTEGRATED TELEMARKETING NETHERLANDS B.V. |
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By: | /s/ Tim Schuh | |||
Name: | Tim Schuh | |||
Title: | Chairman of Board | |||
[Signature Page to Extension Agreement (US Term Loan)]
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 |
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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. |
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By: | /s/ Patrick Tolbert | |||
Name: | Patrick Tolbert | |||
Title: | Chief Financial Officer | |||
[Signature Page to Extension Agreement (US Term Loan)]
SITEL PHILIPPINES CORPORATION |
||||
By: | /s/ Steven Barker | |||
Name: | Steven Barker | |||
Title: | Director | |||
[Signature Page to Extension Agreement (US Term Loan)]
GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent |
||||
By: | /s/ Gabe Jacobson | |||
Name: | Gabe Jacobson | |||
Title: | Authorized Signatory | |||
[Signature Page to Extension Agreement (US Term Loan)]
ANNEX I TO EXTENSION AGREEMENT
1. Extended Term Loan Maturity Date of such Extended U.S. Term Loans: January 30, 2017
2. Applicable U.S. Term Loan Index Margin: 5.75%
3. Applicable U.S. Term Loan LIBOR Margin: 6.75%
4. Scheduled amortization of such Extended U.S. Term Loans: None
5. Such Extended U.S. Term Loans shall, from and after the Effective Date, be part of the Tranche
A Extended U.S. Term Loan class for all purposes of the Credit Agreement.