LIMITED LIABILITY COMPANY AGREEMENT OF SERVICE ZONE HOLDINGS, LLCLimited Liability Company Agreement • March 18th, 2011 • Catalog Resources, Inc. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of September 30, 2009 of SERVICE ZONE HOLDINGS, LLC (the “Company”) is made and entered into to be effective for all purposes as of the date hereof by SITEL OPERATING 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.
July 20, 2009 Personal and ConfidentialCatalog Resources, Inc. • March 18th, 2011 • 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.
SITEL WORLDWIDE CORPORATION RESTRICTED STOCK GRANT PLAN AND AGREEMENT [US]Restricted Stock Grant Plan and Agreement • March 18th, 2011 • Catalog Resources, Inc. • Tennessee
This is a Restricted Stock Grant Plan and Agreement (this “Agreement”) effective as of «Certificate_Date», by and between SITEL Worldwide Corporation (the “Company”), a Delaware corporation, 3102 West End Avenue, Suite 1000, Nashville, Tennessee 37203 and «Transferee», who resides at «Address_1», «City», «StProvince» «Postal_Code» (“Employee”).
SITEL, LLC SITEL Finance Corp. fully and unconditionally guaranteed as to the payment of principal, premium, if any, interest and special interest, if any, by the Guarantors listed on the signature pages hereto Exchange and Registration Rights AgreementCatalog Resources, Inc. • March 18th, 2011 • New York
SITEL, LLC, a Delaware limited liability company (the “Company”), and SITEL Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $300,000,000 in aggregate principal amount of their 11.50% Senior Notes due 2018, which are fully and unconditionally guaranteed by SITEL Worldwide Corporation, a Delaware corporation and the direct parent of each of the Company and Finance Corp. (the “Parent”), and the subsidiary guarantors of the Company set forth on the signature pages hereto (each a “Subsidiary Guarantor,” collectively the “Subsidiary Guarantors” and, together with the Parent, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuers and the Guarantors agree with the Purchasers fo
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF SITEL INTERNATIONAL LLCLimited Liability Company Agreement • March 18th, 2011 • Catalog Resources, Inc. • Delaware
THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (the “Amendment”), dated as of December 11,2008, of SITEL INTERNATIONAL, LLC (the “Company”) is made pursuant to the Limited Liability Company Agreement of Sitel International, LLC, dated as of June 25th, 2001 (the “Agreement”), and the Delaware Limited Liability Company Act, and entered into to be effective for all purposes as of the date hereof.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2011 • Catalog Resources, Inc. • Tennessee
This is Amendment No. 1 (the “Amendment”) to the Employment Letter Agreement by and between SITEL Worldwide Corporation (the “Company”), and David L. Beckman, Jr. (“Employee”). This Amendment is effective April 23, 2007 (the “Effective Date”), but actually made in 2008 on the date(s) set forth below.
THIRD AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AND RELATED WAIVERAgreement and Related Waiver • March 18th, 2011 • Catalog Resources, Inc. • New York
This Third Amendment (this “Amendment”) to that certain Amended and Restated Stockholders Agreement, dated as of August 15, 2000 (as amended to date, the “Stockholders Agreement”), is made and entered into as of October 23, 2003, by and among ClientLogic Corporation, a Delaware corporation (including its successors, the “Corporation”), Onex Corporation, a corporation organized under the laws of the Province of Ontario, Canada (“Onex Corporation”), and Ontario Municipal Employees Retirement Board, a corporation continued under the Ontario Municipal Employees Retirement System Act (“OMERS”).
CLASS C STOCKHOLDERS AGREEMENT SITEL WORLDWIDE CORPORATION Dated as of April 30, 2007Stockholders Agreement • March 18th, 2011 • Catalog Resources, Inc. • New York
CLASS C STOCKHOLDERS AGREEMENT (this “Stockholders Agreement”) dated as of April 30, 2007, is entered into by and among SITEL Worldwide Corporation, a Delaware corporation, formerly known as ClientLogic Corporation (including its successors, the “Corporation”) and JANA Piranha Master Fund, Ltd. (“JANA”)
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2011 • Catalog Resources, Inc. • New York
This is Amendment No. 1 (the “Amendment”) to the Employment Letter Agreement by and between SITEL Worldwide Corporation, formerly known as “ClientLogic Corporation” (the “Company”), and David Garner (“Employee”). This Amendment is effective January 1, 2005 (the “Effective Date”), but actually made in 2008 on the date(s) set forth below.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2011 • Catalog Resources, Inc. • Tennessee
This is Amendment No. 1 (the “Amendment”) to the Employment Letter Agreement dated November 23, 2010 by and between Sitel Operating Corporation (the “Company”) and Patrick W. Tolbert (“Employee”). This Amendment is effective January 1, 2011 (the “Effective Date”), but actually made on the date(s) set forth below.
SIXTH AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF SITEL WORLDWIDE CORPORATIONStockholders Agreement • March 18th, 2011 • Catalog Resources, Inc. • New York
This Sixth Amendment to the Amended and Restated Stockholder Agreement of SITEL Worldwide Corporation (f/k/a ClientLogic Corporation) (this “Amendment”) is made by and among the Corporation, the Onex Group and OMERS (as each is defined in the Stockholders Agreement) and is effective as of September 14, 2007.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 18th, 2011 • Catalog Resources, Inc. • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of February 18, 2010 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 and, for purposes of Section IV hereof, the GUARANTORS listed on the signature papers hereto, and is made with reference to that certain CREDIT AGREEMENT dated as of January 30, 2007 (as amended through the date hereof, the “Credit Agreement”) by
SEVENTH AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF SITEL WORLDWIDE CORPORATIONStockholders Agreement • March 18th, 2011 • Catalog Resources, Inc. • New York
This Seventh Amendment to the Amended and Restated Stockholder Agreement of SITEL Worldwide Corporation (f/k/a ClientLogic Corporation) (this “Amendment”) is made by and among the Corporation, the Onex Group and OMERS (as each is defined in the Stockholders Agreement) and is effective as of February 18, 2010.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT CLIENTLOGIC CORPORATION Dated as of August 15, 2000Stockholders Agreement • March 18th, 2011 • Catalog Resources, Inc. • New York
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Stockholders Agreement”) dated as of August 15, 2000, is entered into by and among ClientLogic Corporation, a Delaware corporation, formerly known as CustomerONE Holding Corporation (including its successors, the “Corporation”), and the securityholders listed on Schedule A attached hereto, including those who subsequently are listed on Schedule A as a result of executing a Joinder Agreement.
SECOND AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF CLIENTLOGIC CORPORATIONStockholders Agreement • March 18th, 2011 • Catalog Resources, Inc. • New York
This second Amendment to the Amended and Restated Stockholders Agreement, is effective as of December 12, 2001 (this “Amendment”), is entered into by and among ClientLogic Corporation, a Delaware corporation, formerly known as ClientLogic Holding Corporation (including its successors, the (“Corporation”). Onex Corporation, a corporation continued under the laws of the province of Ontario (“Onex”), Onex ClientLogic Holdings, LLC, a Delaware limited liability company (“OCLH”), Onex European Holdings, LLC, a Delaware limited liability company (“OEH,” together with Onex and OCLH, the (“Onex Holders”), and the Ontario Municipal Employees Retirement Board, a corporation continued under the Ontario Municipal Employees Retirement System Act (“OMERS,”) together with the Onex Holders, the (“Controlling Stockholders”).
SITEL, LLC SITEL FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 11.5% SENIOR NOTES DUE 2018 INDENTURE Dated as of March 18, 2010 U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • March 18th, 2011 • Catalog Resources, Inc. • New York
INDENTURE dated as of March 18, 2010 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.
CLASS B STOCKHOLDERS AGREEMENTClass B Stockholders Agreement • March 18th, 2011 • Catalog Resources, Inc. • New York
THIS CLASS B STOCKHOLDERS AGREEMENT (this “Agreement”) dated as of August 15, 2000, is entered into among ClientLogic Corporation, a Delaware corporation (including its successors, the “Company”), Onex Holding Property Management Ltd., a Hungarian offshore company (“Onex HOC”), Onex Corporation, a corporation organized under the laws of the Province of Ontario, Canada (“Onex”), and Ontario Municipal Employees Retirement Board, a corporation continued under the Ontario Municipal Employees Retirement System Act (“OMERS”).
FIFTH AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF SITEL WORLDWIDE CORPORATIONStockholders Agreement • March 18th, 2011 • Catalog Resources, Inc. • New York
This Fifth Amendment to the Amended and Restated Stockholder Agreement of SITEL Worldwide Corporation (f/k/a ClientLogic Corporation) (this “Amendment”) is made by and among the Corporation, the Onex Group and OMERS (as each is defined in the Stockholders Agreement) and is effective as of January 29, 2007.
FIRST AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF CLIENTLOGIC CORPORATIONStockholders Agreement • March 18th, 2011 • Catalog Resources, Inc. • New York
This First Amendment to the Amended and Restated Stockholders Agreement of ClientLogic Corporation (this “Amendment”) is effective as of February 28, 2002, by and among ClientLogio Corporation, a Delaware corporation (the “Corporation”), Onex Corporation, a corporation continued under the laws of the province of Ontario (“Onex”), Onex ClientLogic Holdings, LLC, a Delaware limited liability company (“OCLH”), Onex European Holdings, LLC, a Delaware limited liability company (“OEH,” together with Onex and OCLH, the “Onex Holders”), and the Ontario Municipal Employees Retirement Board, a corporation continued under the Ontario Municipal Employees Retirement System Act (“OMERS,” together with the Onex Holders, the “Controlling Stockholders”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 18th, 2011 • Catalog Resources, Inc. • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of April 21 2009 and is entered into by and 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”) and SITEL CANADA CORPORATION (f/k/a ClientLogic Canada Corporation), an Ontario corporation (“Canadian Borrower” and collectively with the U.S. Borrower and UK Borrower, the “Borrowers”), SITEL WORLDWIDE CORPORATION (f/k/a ClientLogic Corporation), a Delaware corporation (“Holdings”), and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (“Administrative Agent”), and is made with reference to that certain CREDIT AGREEMENT dated as of January 30, 2007 (as amended through the date hereof, the “Credit Agreement”) by and among the Borrowers, Holdings, the subsidiaries of the Borrowers named therein, the Lenders,, the Administrative Agent, the Collateral Agent and the
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 18th, 2011 • Catalog Resources, Inc. • New York
Sections 8.1(g) or (h) or otherwise or if it shall be illegal or unlawful for any Canadian Revolving Lender to be deemed to have assumed a ratable share of the reimbursement obligations owed to the Canadian L/C Issuer, then (A) immediately and without further action whatsoever, each Canadian Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from the Canadian L/C Issuer an undivided interest and participation equal to such Canadian Revolving Lender’s Pro Rata Share (based on its Revolving Loan Commitment) of the Canadian Letter of Credit Obligations in respect of all Letters of Credit then outstanding and (B) thereafter, immediately upon issuance of any Canadian Letter of Credit, each Canadian Revolving Lender shall be deemed to have irrevocably and unconditionally purchased from the Canadian L/C Issuer an undivided interest and participation in such Canadian Revolving Lender’s Pro Rata Share (based on its Revolving Loan Commitment) of the Canadian Lette
FOURTH AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF CLIENTLOGIC CORPORATIONCatalog Resources, Inc. • March 18th, 2011 • New York
This Fourth Amendment to the Amended and Restated Stockholders Agreement of ClientLogic Corporation (this “Amendment”) is made and entered into as of July 9, 2004, by and among ClientLogic Corporation, a Delaware corporation (the “Corporation”), Onex Corporation, a corporation continued under the laws of the province of Ontario, Onex ClientLogic Holdings, LLC, a Delaware limited liability corporation, and Onex European Holdings, LLC, a Delaware limited liability corporation (collectively the “Onex Holders”), and the Ontario Municipal Employees Retirement Board, a corporation continued under the Ontario Municipal Employees Retirement System Act (“OMERS”). OMERS, together with the Onex Holders, are referred to below as the “Controlling Stockholders”.
CREDIT AGREEMENT Dated as of January 30, 2007 among SITEL, LLC, as U.S. Borrower, CLIENTLOGIC HOLDING LIMITED, as UK Borrower, CLIENTLOGIC CANADA CORPORATION, as Canadian Borrower, THE OTHER CREDIT PARTIES SIGNATORY HERETO FROM TIME TO TIME, as Credit...Credit Agreement • March 18th, 2011 • Catalog Resources, Inc. • New York
This 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”); CLIENTLOGIC 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 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 CORPORATI
SITEL WORLDWIDE CORPORATION RESTRICTED STOCK UNIT PLAN AND AGREEMENT [US]Restricted Stock Unit Plan and Agreement • March 18th, 2011 • Catalog Resources, Inc. • Tennessee
This is a Restricted Stock Unit Plan and Agreement (this “Agreement”) effective as of «Certificate_Date», by and between SITEL Worldwide Corporation (the “Company”), a Delaware corporation, 3102 West End Avenue, Suite 1000, Nashville, Tennessee 37203 and «Transferee», who resides at «Address_1», «City», «StProvince» «Postal_Code» (“Employee”).
