RESTRICTED STOCK GRANT PLAN AND AGREEMENT [US]Restricted Stock Grant Plan and Agreement • February 19th, 2014 • SITEL Worldwide Corp • Services-business services, nec • Tennessee
This is a Restricted Stock Grant Plan and Agreement (this "Agreement") effective as of February 14, 2013, by and between SITEL Worldwide Corporation (the "Company"), a Delaware corporation, 3102 West End Avenue, Suite 1000, Nashville, Tennessee 37203 and Sean Erickson, who resides at 19586 E Geddes Place, Centennial CO, 80016 ("Employee").
Amended Management Employment AgreementManagement Employment Agreement • February 19th, 2014 • SITEL Worldwide Corp • Services-business services, nec • Oregon
This Amended Management Employment Agreement (“Agreement”) is entered into between Sitel Operating Corporation (the “Company” or “SITEL”) and you as of January 25, 2013 (the “Effective Date”) and amends in its entirety the prior Agreement between you and the Company dated November 27, 2012.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SITEL, LLCLimited Liability Company Agreement • November 6th, 2012 • SITEL Worldwide Corp • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of SITEL, LLC (the “Company”) is made and entered into to be effective for all purposes as of October 31, 2012, by SITEL WORLDWIDE CORPORATION, a Delaware corporation (“Sitel”), and such other persons as may from time to time be admitted as members of the Company in accordance with the terms of this Agreement and the Delaware Act (as defined herein). As used in this Agreement, the term “Member” shall mean any one of Sitel (so long as it is a member of the Company) or any other person or entity who is admitted as a member of the Company in accordance with this Agreement and the Delaware Act, and the term “Members” (whether one or more) shall mean Sitel (so long as it is a member of the Company) and any other person or entity admitted as a member of the Company in accordance with this Agreement and the Delaware Act.
AGREEMENT AND PLAN OF MERGER by and among ONEX AMERICAN HOLDINGS SUBCO LLC, AS STOCKHOLDER REPRESENTATIVE,Agreement and Plan of Merger • July 10th, 2015 • SITEL Worldwide Corp • Services-business services, nec • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 10, 2015, is made by and among SITEL Worldwide Corporation, a Delaware corporation (the “Company”), Onex American Holdings Subco LLC, a Delaware limited liability company (in its capacity as the representative of the Stockholders, the “Stockholder Representative” and in all other capacities hereunder, “Onex”), Groupe Acticall S.A., a Luxembourg société anonyme (the “Purchaser”) and Saturn Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of the Purchaser (the “Merger Sub”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII.
August 5, 2014SITEL Worldwide Corp • November 5th, 2014 • Services-business services, nec
This letter agreement amends, replaces and supersedes any prior Board Agreement between you and SITEL Worldwide Corporation (“Sitel” or the “Company”).
SITEL WORLDWIDE CORPORATIONStock Purchse Agreement • January 4th, 2013 • SITEL Worldwide Corp • Services-business services, nec • Tennessee
This is a Stock Purchase Agreement (this "Agreement") effective as of December 31, 2012, by and between SITEL Worldwide Corporation (the "Company"), a Delaware corporation, 3102 West End Avenue, Suite 1000, Nashville, Tennessee 37203 and Patrick Tolbert, who resides at 7566 East Gem Shores Road, Hayden Lake, ID 83835 ("Employee").
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2012 • SITEL Worldwide Corp • Services-business services, nec
This is Amendment No. 2 (this “Amendment”) to the Employment Letter Agreement dated February 16, 2012 by and between Sitel Operating Corporation (the “Company”) and Patrick W. Tolbert (“Employee”).
SITEL, LLC SITEL FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 11% SENIOR SECURED NOTES DUE 2017Supplemental Indenture • April 24th, 2012 • SITEL Worldwide Corp • Services-business services, nec • New York
INDENTURE dated as of April 20, 2012 among SITEL, LLC, a Delaware limited liability company (the “Company”), SITEL Finance Corp., a Delaware corporation (“SITEL Finance” and, together with the Company, the “Issuers”), the Guarantors (as defined) and U.S. Bank National Association, as trustee and collateral agent.
October 28, 2013 Mr. David Garner Simpsonville, Kentucky 40067 Dear Dave:SITEL Worldwide Corp • November 1st, 2013 • Services-business services, nec
Effective as of October 28, 2013, this letter agreement amends, replaces and supersedes the Board Letter Agreement dated February 12, 2012 (the “Prior Agreement”) between you and SITEL Worldwide Corporation (“Sitel” or the “Company”); provided, however this agreement shall not serve to duplicate the fees you were entitled to receive for the fourth quarter of 2013 under your Prior Agreement.
SITEL IBERICA TELESERVICIOS, S.A.U. ADDENDUM IISITEL Worldwide Corp • February 20th, 2013 • Services-business services, nec
Both parties being met, they have reached the mutual agreement and decision that, on 1st March 2012, the worker ceases to be Director and General Manager of Sitel Ibérica Teleservices, thus returning to the General Regime of the Social Security, so the clauses related to losses concerning unemployment subsidies the worker might suffer due to being included in the Assimilated General Regime of the Social Security are now without effect.
AMENDED AND RESTATED STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 4th, 2014 • SITEL Worldwide Corp • Services-business services, nec
This Amended and Restated Stock Pledge Agreement is entered into and made effective as of January __, 2014, between (i) Sitel Operating Corporation (the “Secured Party” or “SITEL”), a Delaware corporation; and (ii) David Garner (the “Pledgor”). The Secured Party and the Pledgor may hereinafter be referred to individually as a “Party” and collectively, as “Parties.”
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 9th, 2012 • SITEL Worldwide Corp • Services-business services, nec • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of April 5, 2012 and is entered into by and among SITEL, LLC, a Delaware limited liability company (the “U.S. Borrower”), CLIENTLOGIC HOLDING LIMITED, a company incorporated in England and Wales under company number 3530981 (the “UK Borrower”), SITEL CANADA CORPORATION (f/k/a ClientLogic Canada Corporation), an Ontario corporation (the “Canadian Borrower” and collectively with the U.S. Borrower and the UK Borrower, the “Borrowers”), SITEL WORLDWIDE CORPORATION (f/k/a ClientLogic Corporation), a Delaware corporation (“Holdings”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”), acting with the consent of the Requisite Lenders, the Canadian Revolving Lenders, UK Revolving Lenders and U.S. Revolving Lenders listed on the signature pages hereto, the Canadian Dollars Swing Lien Lender, the U.S. Dollars Swing Line Lender, and, for purposes of Section IV hereof, the GUARANTORS
Amendment No. 1 to Amended Management Employment AgreementSITEL Worldwide Corp • February 19th, 2014 • Services-business services, nec
This Amendment No. 1 to the Amended Management Employment Agreement dated January 25, 2013 is entered into by and between Sitel Operating Corporation (the “Company” or “SITEL”) and you effective September 1, 2013 (“Amendment Effective Date”). The following provisions of Exhibit A to the Amended Management Employment Agreement are amended as follows:
EXTENSION AGREEMENT Bank of America, N.A. Charlotte, NC 28255Extension Agreement • April 30th, 2012 • SITEL Worldwide Corp • Services-business services, nec • New York
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, 2
FIRST AMENDMENT TO THE CLASS C STOCKHOLDERS AGREEMENT OF SITEL WORLDWIDE CORPORATIONStockholders Agreement • October 10th, 2012 • SITEL Worldwide Corp • Services-business services, nec • New York
This First Amendment to the Class C Stockholder Agreement of SITEL Worldwide Corporation (this “Amendment”) is made by and among the Corporation and JANA (as each is defined in the Stockholders Agreement) and is effective as of October 5, 2012.
August 5, 2014 Keith Powell Keith Powell Consulting, Inc. Mississauga, Ontario L5B0C4 Canada Dear Keith:SITEL Worldwide Corp • November 5th, 2014 • Services-business services, nec
This letter agreement amends, replaces and supersedes any prior Board Agreement between you and SITEL Worldwide Corporation (“Sitel” or the “Company”).
EXTENSION AGREEMENT Bank of America, N.A. Charlotte, NC 28255Extension Agreement • April 30th, 2012 • SITEL Worldwide Corp • Services-business services, nec • New York
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, 2
SITEL WORLDWIDE CORPORATION SUBSCRIPTION AGREEMENTSitel Worldwide Corporation Subscription Agreement • May 8th, 2014 • SITEL Worldwide Corp • Services-business services, nec • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of May 8, 2014 by and among SITEL Worldwide Corporation, a Delaware corporation (the “Company”), and Onex Clientlogic Holdings LLC, a Delaware limited liability company (the “Purchaser”).
Re: Amended and Restated Executive Agreement Dear Don,SITEL Worldwide Corp • February 22nd, 2012 • Services-business services, nec • Tennessee
This letter (this “Agreement”) sets forth the terms and conditions upon which Sitel Operating Corporation (the “Company”) offers to employ you in the position as set out in the attached Schedule A, and shall be effective as of January 1, 2012 when you sign and return it.
Employment Agreement (“Agreement”) Between Sitel New Zealand, Limited And Steve Barker (the "parties")Employment Agreement • February 22nd, 2012 • SITEL Worldwide Corp • Services-business services, nec
EXTENSION AGREEMENT Goldman Sachs Lending Partners LLC New York, New York 10282-2198Extension Agreement • June 14th, 2012 • SITEL Worldwide Corp • Services-business services, nec • New York
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, 2
EXTENSION AGREEMENT GE Corporate Finance Bank SAS London Branch 30 Berkeley Square London W1J 6EW United KingdonExtension Agreement • June 10th, 2011 • SITEL Worldwide Corp • Services-business services, nec • New York
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, 2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2012 • SITEL Worldwide Corp • Services-business services, nec
This is Amendment No. 1 (this “Amendment”) to the Employment Letter Agreement dated February 16, 2012 by and between Sitel Operating Corporation (the “Company”) and Dagoberto Quintana (“Employee”).
SITEL IBERICA TELESERVICIOS, S.A.U. ADDENDUMSITEL Worldwide Corp • February 20th, 2013 • Services-business services, nec
Both parties being met, they have reached the mutual agreement and decision that, on 1st May 2010, the worker is hereby appointed as Director and General Manager of the EMEA countries assigned at each moment, reporting directly to Bert Quintana (President & Chief Operations Manager).
August 5, 2014 David GarnerSITEL Worldwide Corp • November 5th, 2014 • Services-business services, nec
This letter agreement amends, replaces and supersedes any prior Board Agreement between you and SITEL Worldwide Corporation (“Sitel” or the “Company”).
AGREEMENTAgreement • February 4th, 2014 • SITEL Worldwide Corp • Services-business services, nec
This Agreement is entered into on the 30th day of January, 2014 (“Effective Date”) by and among Sitel Operating Corporation (“Sitel”); David Garner (“Garner”); NA Liquidating Company, Inc., formerly known as National Action Financial Services, Inc.(“NAL”), and Emory Enterprises, LLC, a limited liability company wholly owned by Garner (“Emory”).
NON-EXECUTIVE CHAIRMAN AGREEMENTNon-Executive Chairman Agreement • October 11th, 2011 • SITEL Worldwide Corp • Services-business services, nec • Tennessee
This is a Non-Executive Chairman Agreement (this “Agreement”) dated as of October 6, 2011, between SITEL Worldwide Corporation (the “Company”) and David Garner (“Chairman”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 18th, 2011 • SITEL Worldwide Corp • Services-business services, nec • New York
This CREDIT AGREEMENT, dated as of January 30, 2007, as amended by the First Amendment, dated as of December 9, 2008, the Second Amendment, dated as of April 21, 2009, the Third Amendment, dated as of February 18, 2010, and the Fourth Amendment, dated as of May 12, 2011, 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 (such capitalized term and all other capitalized terms used in this preamble, the recitals set forth below and elsewhere in this Agreement shall have the meanings ascribed to them in Annex A) signatory hereto; the Lenders signatory hereto; GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Lead Arranger, Joint Bookrunner, Administrative Agent (together
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 19th, 2014 • SITEL Worldwide Corp • Services-business services, nec • New York
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of February 18, 2014 and is entered into by and among SITEL, LLC, a Delaware limited liability company (the “U.S. Borrower”), CLIENTLOGIC HOLDING LIMITED, a company incorporated in England and Wales under company number 3530981 (the “UK Borrower”), SITEL CANADA CORPORATION (f/k/a ClientLogic Canada Corporation), an Ontario corporation (the “Canadian Borrower” and collectively with the U.S. Borrower and the UK Borrower, the “Borrowers”), SITEL WORLDWIDE CORPORATION (f/k/a ClientLogic Corporation), a Delaware corporation (“Holdings”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”), acting with the consent of the Requisite Lenders listed on the signature pages hereto, and, for purposes of Section IV hereof, the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain CREDIT AGREEMENT dated as of January 30, 2007 (as amended through the d
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...Extension Agreement • June 10th, 2011 • SITEL Worldwide Corp • Services-business services, nec • New York
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, 2
February 13, 2012 Mr. David Garner Simpsonville, Kentucky 40067 Dear Dave:SITEL Worldwide Corp • February 20th, 2013 • Services-business services, nec
This letter agreement amends, replaces and supersedes the Non-Executive Employment Agreement dated October 6, 2011 between you and SITEL Worldwide Corporation (“Sitel” or the “Company”).
AGREEMENTAgreement • February 20th, 2013 • SITEL Worldwide Corp • Services-business services, nec • Tennessee
This Agreement is entered into on the 13th day of February, 2013 (“Effective Date”) by and among Sitel Operating Corporation (“Sitel”); David Garner (“Garner”); NA Liquidating Company, Inc., formerly known as National Action Financial Services, Inc.(“NAL”), and Emory Enterprises, LLC, a limited liability company wholly owned by Garner (“Emory”).
EXTENSION AGREEMENTExtension Agreement • June 10th, 2011 • SITEL Worldwide Corp • Services-business services, nec
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, 2
