Exhibit 2.1
December 8, 2006
SITEL Corporation
7277 World Communications Drive
Omaha, Nebraska 68122
Attention: Teresa
A. Beaufait
General Counsel
Re: Amendment No. 1 to
Agreement and Plan of Merger
Dear Sirs:
Reference is made to that certain
Agreement and Plan of Merger, dated as of October 12, 2006 (as
subsequently amended or otherwise modified, the “Merger
Agreement”), by and among SITEL Corporation, a Minnesota
corporation (the “Company”), ClientLogic Corporation, a
Delaware corporation (“Parent”), and Stagecoach
Acquisition Corporation, a Minnesota corporation and a wholly-owned
subsidiary of Parent (“Merger Sub”), pursuant to which
Merger Sub is to merge with and into the Company. For purposes
hereof, this letter agreement, together with all exhibits hereto,
is referred to herein as “Amendment No. 1”. Unless
otherwise defined, capitalized terms used herein have the meanings
set forth in the Merger Agreement.
By our respective signatures below,
you and we acknowledge and agree as follows:
1. Section 1.01(a) of
the Merger Agreement is hereby amended by inserting the following
new definition in its alphabetically appropriate place:
“ Amendment No. 1
” means the letter agreement, dated December 8, 2006,
among the Company, Parent and Merger Sub which amends and modifies
this Agreement as expressly set forth therein.
2. Section 2.02(a) of
the Merger Agreement is hereby amended by deleting the dollar
amount “$4.05” set forth therein and replacing it with
the dollar amount “$4.25”.
3. The parties hereto
acknowledge that the preliminary Company Proxy Statement has been
cleared by the SEC. Notwithstanding any term or provision of
Section 6.02(i)(D) of the Merger Agreement, the Company shall
file the definitive Company Proxy Statement with the SEC on or
before 5:00 p.m. (EST) on December 11, 2006 and, as promptly
as practicable thereafter, mail to its stockholders the Company
Proxy Statement and all other proxy materials for the Company
Stockholder Meeting. The definitive Company Proxy Statement shall
set January 12, 2007 as the date of Company Stockholder
Meeting.
DAVID E. GARNER
President & Chief Executive
Officer
T
615-301-7272 F
615-301-7183
website www.clientlogic.com
Two American Center, 3102 West End
Avenue, Suite 900, Nashville, Tennessee 37203
4. Section 11.04(b) of
the Merger Agreement is hereby amended by deleting the dollar
amount “$1,500,000” set forth therein and replacing it
with the dollar amount “$2,500,000”.
5. On December 8,
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