Exhibit 4.2
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SITEL CORPORATION,
as Company,
each of the Subsidiary Guarantors named herein
and
The First National Bank of Maryland,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
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Dated as of August 17, 1998
up to $200,000,000
9 1/4% Senior Subordinated Notes due 2006, Series A
9 1/4% Senior Subordinated Notes due 2006, Series B
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This SUPPLEMENTAL INDENTURE, dated as of August 17, 1998, is among
SITEL Corporation, a Minnesota corporation (the "Company"), each of the parties
identified under the caption "Subsidiary Guarantors" on the signature page
hereto (the "Subsidiary Guarantors") and The First National Bank of Maryland, as
Trustee.
RECITALS
WHEREAS, the Company, the initial Subsidiary Guarantors and the Trustee
entered into an Indenture, dated as of March 10, 1998 (the "Indenture"),
pursuant to which the Company has originally issued $100,000,000 in principal
amount of 9 1/4% Senior Subordinated Notes due 2006 (the "Notes");
WHEREAS, Section 9.01 of the Indenture provides that the Company and
the Trustee may amend or supplement the Indenture to make any change that would
provide any additional benefit or rights to the Holders and that does not
adversely affect in any material respect the rights of any Holder without the
consent of the Holders of the Notes;
WHEREAS, as a result of certain corporate restructuring transactions of
the Company and to comply with Section 4.18 of the Indenture, the parties must
add an additional Subsidiary Guarantor; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by
the charter and the bylaws (or comparable constituent documents) of the Company,
of the Subsidiary Guarantors and of the Trustee necessary to make this
Supplemental Indenture a valid instrument legally binding on the Company, the
Subsidiary Guarantors and the Trustee, in accordance with its terms, have been
duly done and performed;
NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company, the Subsidiary Guarantors and
the Trustee covenant and agree for the equal and proportionate benefit of the
respective Holders of the Notes as follows:
ARTICLE ONE
SECTION 1.01. This Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be construed
in connection with and as part of, the Indenture for any and all purposes.
SECTION 1.02. This Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the
Subsidiary Guarantors and the Trustee.
ARTICLE TWO
From this date, in accordance with Section 4.18 of the Indenture and by
executing this Supplemental Indenture, the Subsidiary Guarantors whose
signatures appear below are subject to the provisions of the Indenture to the
extent provided for in Article Ten thereunder.
ARTICLE THREE
SECTION 3.01. Except as specifically modified herein, the Indenture and
the Notes are in all respects ratified and confirmed and shall remain in full
force and effect in accordance with their terms with all capitalized terms used
herein without definition having the same respective meanings ascribed to them
as in the Indenture.
SECTION 3.02. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Supplemental Indenture. This
Supplemental Indenture is executed and accepted by the Trustee subject to all
the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.
SECTION 3.03. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 3.04. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.
[NEXT PAGE IS SIGNATURE PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.
SITEL CORPORATION
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
SITEL International, Inc., as
Subsidiary Guarantor
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
SITEL Insurance Services, Inc., as
Subsidiary Guarantor
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Financial Insurance Services, Inc., as
Subsidiary Guarantor
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
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SITEL Support Services, Inc., as
Subsidiary Guarantor
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
SITEL Investments, Inc., as
Subsidiary Guarantor
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
SITEL Software, Inc., as
Subsidiary Guarantor
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
National Action Financial Services, Inc.,
as Subsidiary Guarantor
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
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SITEL Technical Services, Inc., as
Subsidiary Guarantor
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
SITEL Insurance Marketing Services, Inc.,
as Subsidiary Guarantor
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
SITEL Mexico Holdings, LLC, as
Subsidiary Guarantor
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
The First National Bank of Maryland,
as Trustee
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Assistant Vice President
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