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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, 2006, Company made available
to Parent
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