SYKES ENTERPRISES INC
AMENDMENT #1 TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>3
<FILENAME>g71020ex10-33.txt
<DESCRIPTION>AMENDMENT #1 TO CREDIT AGREEMENT
<TEXT>
<PAGE>   1
                                                                   EXHIBIT 10.33

            AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT


         THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of June 22, 2001, is by and among SYKES ENTERPRISES,
INCORPORATED, a Florida corporation (the "Borrower"), certain Subsidiaries of
the Borrower, as Guarantors (the "Guarantors"), the various lending institutions
parties hereto and BANK OF AMERICA, N.A., a national banking association, as
agent for the Lenders (in such capacity, the "Agent").

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Guarantors, the various lending institutions
parties hereto and the Agent are parties to that certain Amended and Restated
Credit Agreement, dated as of May 2, 2000, (the "Existing Credit Agreement");
and

         WHEREAS, the Borrower, the Guarantors, the Required Lenders (as defined
in the Existing Credit Agreement) and the Agent have agreed to amend the
Existing Credit Agreement as set forth herein.

         NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereby agree as follows:

                                        I
                                   DEFINITIONS

         SECTION 1.1. Certain Definitions. Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof):

         "Amended Credit Agreement" means the Existing Credit Agreement as
amended hereby.

         "Amendment No. 1 Effective Date" is defined in Section 3.1.

         SECTION 1.2. Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings provided in the Amended Credit Agreement.

                                       II
                     AMENDMENTS TO EXISTING CREDIT AGREEMENT

         Effective as of the Amendment No. 1 Effective Date, the Existing Credit
Agreement is hereby amended in accordance with these Sections 2.1 through 2.5.
Except as so amended, the Existing Credit Agreement, the Notes and the other
Credit Documents shall continue in full force and effect.

         SECTION 2.1.  Amendments to Section 1.

                  (a)      Section 1.1 of the Existing Credit Agreement is
         hereby amended by inserting, in the alphabetically appropriate place,
         the following definition:

                           "Amendment No. 1" means Amendment No. 1 to Credit
                  Agreement, dated as of June 22, 2001, among the Borrower, the
                  Guarantors, the Required Lenders and the Agent, amending this
                  Credit Agreement as then in effect.


<PAGE>   2
                  (b)      Section 1.1 of the Existing Credit Agreement is
         hereby amended by amending in their entirety the definitions for
         "Aggregate Revolving Committed Amount" and "Applicable Percentage" to
         read as follows:

                           "Aggregate Revolving Committed Amount" means the
                  aggregate amount of Revolving Commitments in effect from time
                  to time, being currently ONE HUNDRED MILLION DOLLARS
                  ($100,000,000).

                           "Applicable Percentage" means for any day, the rate
                  per annum set forth below opposite the applicable Consolidated
                  Leverage Ratio then in effect, it being understood that the
                  Applicable Percentage for (i) Base Rate Loans shall be the
                  percentage set forth under the column "Base Rate Margin", (ii)
                  Eurocurrency Loans and the Letter of Credit Fee shall be the
                  percentage set forth under the column "Eurocurrency Margin and
                  Letter of Credit Fee" and (iii) the Commitment Fee shall be
                  the percentage set forth under the column "Commitment Fee".


<TABLE>
<CAPTION>
                     Pricing         Consolidated          Base Rate          Eurocurrency         Commitment
                      Level            Leverage              Margin       Margin and Letter of        Fee
                                         Ratio                                 Credit Fee
                   ------------- ---------------------- ----------------- ---------------------- ---------------
                   <S>           <C>                    <C>               <C>                    <C>
                        I               > 1.75               0.50%                2.25%              0.40 %
                        II        > 1.25 but <= 1.75         0.25%                2.00%              0.375%
                       III        > 0.75 but <= 1.25            0%                1.75%              0.35 %
                        IV        > 0.25 but <= 0.75            0%                1.50%              0.325%
                        V               <= 0.25                 0%                1.25%              0.30 %
</TABLE>

                  The Applicable Percentage shall be determined and adjusted
                  quarterly on the date five (5) Business Days after the date by
                  which the annual and quarterly compliance certificates and
                  related financial statements and information are required in
                  accordance with the provisions of Sections 7.1(a) and (b) and
                  Section 7.2(b), as appropriate (each date of a rate change as
                  described in the sentence hereafter referred to as a "Rate
                  Determination Date"); provided that (i) the current Applicable
                  Percentages shall be based on Pricing Level V, shall be
                  effective on the Amendment No. 1 Effective Date and shall be
                  adjusted as shown above based on the Consolidated Leverage
                  Ratio; and (ii) in the event an annual or quarterly compliance
                  certificate and the related financial statements and
                  information are not delivered timely by the date required by
                  the provisions of Sections 7.1(a) and (b) and Section 7.2(b),
                  as appropriate, the Applicable Percentages shall be based on
                  Pricing Level I until such time as an appropriate compliance
                  certificate and the related financial statements and
                  information are delivered, whereupon the applicable Pricing
                  Level shall be adjusted based on the information contained in
                  such compliance certificate and related financial statements
                  and information. The Applicable Percentage shall be effective
                  from a Rate Determination Date until the next such Rate
                  Determination Date. The Agent shall determine the appropriate
                  Applicable Percentages in the pricing matrix that is based on
                  the Consolidated Leverage Ratio promptly upon receipt of the
                  quarterly or annual compliance certificate and related
                  financial information and shall promptly notify the Borrower
                  and the Lenders of any change thereof. Such determinations by
                  the Agent shall be conclusive absent manifest error.
                  Adjustments in the Applicable Percentages shall be effective
                  as to existing Extensions of Credit as well as new Extensions
                  of Credit made thereafter.

         SECTION 2.2. Amendment to Sections 7.9(b) and 7.9(c). Sections 7.9(b)
and 7.9(c) of the Existing Credit Agreement are hereby amended in their entirety
to read as follows:


<PAGE>   3

                  (b)      Consolidated Leverage Ratio. There shall be
         maintained, as of the end of each fiscal quarter (commencing with the
         fiscal quarter ending June 30, 2001), a Consolidated Leverage Ratio of
         not greater than 2.50 to 1.0.

                  (c)      Consolidated Fixed Charge Coverage Ratio. There shall
         be maintained, as of the last day of each fiscal quarter, a
         Consolidated Fixed Charge Coverage Ratio of no less than the ratio
         shown below opposite the applicable period corresponding thereto:

<TABLE>
<CAPTION>
                                  Period                                             Ratio
                                  ------                                             -----
                  <S>                                                              <C>
                  Through June 30, 2001                                            1.40 to 1.00
                  July 1, 2001 through September 30, 2001                          1.70 to 1.00
                  October 1, 2001 through December 31, 2001                        2.00 to 1.00
                  January 1, 2002 and thereafter                                   2.20 to 1.00
</TABLE>

         SECTION 2.3. Amendment to Sections 8.3(d) and 8.3(e). Sections 8.3(d)
and 8.3(e) of the Existing Credit Agreement are hereby amended in their entirety
to read as follows:

                  (d)      Acquire all or any portion of the capital stock or
         securities of any other Person or purchase, lease or otherwise acquire
         (in a single transaction or a series of related transactions) all or
         any substantial part of the Property of any other Person, unless (i)
         the aggregate cash cost of any such individual acquisition (which
         includes assumed Indebtedness) in any fiscal year shall not exceed
         $25,000,000; and (ii) the aggregate cash cost of all such acquisitions
         (which shall include assumed Indebtedness) shall not in any fiscal year
         exceed $50,000,000; provided, however, the foregoing restrictions shall
         only be applicable to a particular transaction if, after giving effect
         to such transaction, Consolidated Funded Debt exceeds cash and Cash
         Equivalents of the Consolidated Group;

                  (e)      Make Capital Expenditures in any fiscal year in
         excess of 25% of revenues for the prior fiscal year; provided, however,
         the foregoing restriction shall only be applicable to a particular
         transaction if, after giving effect to such transaction, Consolidated
         Funded Debt exceeds cash and Cash Equivalents of the Consolidated
         Group.

         SECTION 2.4. Amendment to Section 8.7. Section 8.7 of the Existing
Credit Agreement is hereby amended in its entirely to read as follows:

                  8.7      RESTRICTED PAYMENTS.

                  Make or permit any Restricted Payments if such Restricted
         Payment would (i) cause the Borrower to be in violation of any of the
         financial covenants set forth in Section 7.9 or (ii) in any fiscal
         year, cause the aggregate amount of all Restricted Payments in such
         fiscal year to exceed five percent (5%) of Consolidated Net Worth as of
         the end of the preceding fiscal year.

         SECTION 2.5. Amendment to Schedules. Effective on (and subject to the
occurrence of) the Amendment No. 1 Effective Date, Schedule 2.1(a) and Schedule
6.6 to the Existing Credit Agreement are hereby deleted in their entirety and
new Schedules 2.1(a) and 6.6 attached hereto are substituted therefor.


                                       III
                           CONDITIONS TO EFFECTIVENESS

         SECTION  3.1. Amendment No. 1 Effective Date. This Amendment shall be
and become effective as of the date hereof (the "Amendment No. 1 Effective
Date") when all of the conditions set forth in this Section 3.1 shall have been
satisfied, and thereafter, this Amendment No. 1 shall be known, and may be
referred to, as "Amendment No. 1."


<PAGE>   4

                  SECTION  3.1.1. Execution of Counterparts. The Agent shall
         have received (including by telecopy) counterparts of this Amendment
         No. 1 which shall have been duly executed on behalf of the Borrower,
         the Guarantors, the Agent and the Required Lenders.

                  SECTION  3.1.2. Legal Details, Etc. All documents executed or
         submitted pursuant hereto shall be reasonably satisfactory in form and
         substance to the Agent and its counsel prior to or by the time of
         closing. Prior to or by the time of closing, the Agent and its counsel
         shall have received all information, and such counterpart originals or
         such certified or other copies of such originals, as the Agent or its
         counsel may reasonably request, and all legal matters incident to the
         transactions contemplated by this Amendment No. 1 shall be reasonably
         satisfactory to the Agent and its counsel.

                  SECTION 3.1.3. Payment of Amendment Fee. The Borrower shall
         have paid to the Agent a fee in connection with this Amendment in an
         amount equal to 0.20% multiplied by the aggregate Revolving Commitments
         (after giving effect to this Amendment) of the Consenting Lenders (as
         defined below) such fee being for the account of each such Lender pro
         rata according to such Lender's Revolving Commitment; provided,
         however, that such fee shall be payable only to those Lenders (the
         "Consenting Lenders") that shall have returned executed signature pages
         to this Amendment no later than 5:00 P.M. EDT on Thursday, June 21,
         2001, as directed by the Agent.


                                       IV
                                  MISCELLANEOUS

         SECTION 4.1. Representations and Warranties. The Borrower hereby
represents and warrants to the Agent and the Lenders that, after giving effect
to this Amendment, (a) no Default or Event of Default exists under the Amended
Credit Agreement or any of the other Credit Documents and (b) the
representations and warranties set forth in Section 6 of the Amended Credit
Agreement are, subject to the limitations set forth therein, true and correct in
all material respects as of the date hereof (except for those which expressly
relate to an earlier date).

         SECTION 4.2. Cross-References. References in this Amendment to any
Section are, unless otherwise specified, to such Section of this Amendment.

         SECTION 4.3. Instrument Pursuant to Existing Credit Agreement. This
Amendment is a document executed pursuant to the Existing Credit Agreement and
shall (unless otherwise expressly indicated therein) be construed, administered
and applied in accordance with the terms and provisions of the Existing Credit
Agreement.

         SECTION 4.4. Credit Documents. The Borrower and the Guarantors hereby
confirm and agree that the Credit Documents are, and shall continue to be, in
full force and effect, and hereby ratify and confirm in all respects their
obligations thereunder, except that, upon the effectiveness of, and on and after
the date of this Amendment, all references in each Credit Document to the
"Credit Agreement", "thereunder", "thereof" or words of like import referring to
the Existing Credit Agreement shall mean the Amended Credit Agreement.

         SECTION 4.5. Counterparts, Effectiveness, Etc. This Amendment may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement. Delivery of executed counterparts of this Amendment by
telecopy shall be effective as an original and shall constitute a representation
that an original shall be delivered.

         SECTION 4.6. Governing Law; Entire Agreement. THIS AMENDMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NORTH CAROLINA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.

         SECTION 4.7. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

<PAGE>   5

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first above written.


BORROWER:                     SYKES ENTERPRISES, INCORPORATED


                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------


GUARANTORS:                   SYKES REALTY, INC.


                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------


                              SYKES E-COMMERCE INCORPORATED


                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------


LENDERS:                      BANK OF AMERICA, N.A., individually in its
                              capacity as a Lender and in its capacity as Agent


                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------


                              SUNTRUST BANK


                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------


                              FIRST UNION NATIONAL BANK


                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------




<PAGE>   6


                              BANK ONE, NA (formerly known as The First National
                              Bank of Chicago)


                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------


                              FLEET NATIONAL BANK


                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------


                              SOUTHTRUST Bank, formerly known as SouthTrust
                              Bank, National Association


                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------


                              BANQUE NATIONALE DE PARIS,
                              HOUSTON AGENCY


                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------



<PAGE>   7
                                 Schedule 2.1(a)
                       Schedule of Lenders and Commitments


<TABLE>
<CAPTION>
                                                                                              Revolving
                                                  Revolving                                   Commitment
Lender                                            Committed Amount                            Percentage
<S>                                               <C>                                         <C>


Bank of America, N.A.                             $ 20,000,000                                 20.0%
100 N. Tryon Street
17th Floor
Charlotte, North Carolina 28255
Attn:  John E. Williams
Telephone:  (704) 388-3234
Telecopy:   (704) 388-0960
jack.williams@bankofamerica.com

SunTrust Bank                                     $ 20,000,000                                 20.0%
401 E. Jackson Street
20th Floor
Tampa, Florida 33602
Attn:  Jennifer Williams
Telephone:  (813) 224-2073
Telecopy:   (813) 224-2833
jennifer.williams@suntrust.com

First Union National Bank                         $ 16,666,666                                 16.7%
100 S. Ashley Drive
Suite 1000
Tampa, Florida 33602
Attn:  John Watts
Telephone:  (813) 276-6421
Telecopy:   (813) 276-6499
john.watts2@firstunion.com

Bank One, NA                                      $ 11,666,667                                 11.7%
Bank One Plaza
Suite IL1-0324, 10th Floor
Chicago, Illinois 60670
Attn:  Curtis A. Price
Telephone:  (312) 732-1542
Telecopy:   (312) 732-2991


Fleet National Bank                               $ 11,666,667                                 11.7%
100 Federal Street
MA BOS 1-7-6
Boston, Massachusetts 02110
Attn:  Thomas Engels
Telephone:  (617) 434-4526
Telecopy:   (617) 434-8102
thomas_engels@fleet.com
</TABLE>



<PAGE>   8
<TABLE>
<S>                                               <C>                                          <C>
SouthTrust Bank                                   $ 10,000,000                                 10.0%
420 North 20th Street
Birmingham, AL 35203
Attn: Florida Corporate Banking (Tampa)
Telephone: (813) 226-0256
Telecopy:  (813) 226-0905
leslie.fredericks@southtrust.com

Banque Nationale de Paris                         $ 10,000,000                                 10.0%
Houston Agency
333 Clay, Suite 3400
Houston, Texas 77002
Attn:  John Stacy
Telephone: (713) 951-1222
Telecopy:  (713) 659-1414
john.stacy@am.bnpgroup.com

                                                  $100,000,000                                100.00%
</TABLE>
<PAGE>   9


                                  SCHEDULE 6.6

                               MATERIAL LITIGATION


         Taken individually, the matters described below could reasonable be
expected, in the event of an unfavorable outcome, to result in a loss in excess
of $1 million. Matters which could not reasonable be expected, in the event of
an unfavorable outcome, to result in a loss in excess of $1 million are not
listed.

         1.       Shareholder class action lawsuits.

         Sixteen purported class action lawsuits have been filed against
Borrower and certain of it officers alleging violations of federal securities
laws. All of the actions have been consolidated into one case which is pending
in the United States District Court for the Middle District of Florida. The
plaintiffs purport to assert claims on behalf of a class of purchasers of the
Borrower's common stock during the period from July 27, 1998 through September
18, 2000.

                  a.       Procedural posture of the litigation.

                  All of the cases filed have been consolidated into one action
before one judge. The lead plaintiff has filed an amended complaint and the
Borrower and the other defendants filed a motion to dismiss. The court did not
grant the motion to dismiss and the Borrower has filed its answer to the amended
complaint. Plaintiffs have filed a motion for class certification. The
plaintiffs have propounded extensive requests for the production of documents to
which the Borrower has begun responding.

                  b.       Overview of the facts.

                  The consolidated action claims violations of Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder. Among other things, the consolidated action alleges that during
2000, 1999 and 1998, the Borrower and certain of its officers made materially
false statements concerning the Borrower's financial condition and its future
prospects. The consolidated complaint also claims that certain of the Borrower's
quarterly financial statements during 1999 and 1998 were not prepared in
accordance with generally accepted accounting principles.

                  c.       Insurance coverage.

                  The Borrower maintained during the period pertinent to the
consolidated complaint, $20 million of directors and officers insurance coverage
for both it and its officers and directors. The deductible of $250,000 has been
met. The primary carrier, National Union, has issued a coverage and reservation
of rights letter that raises the potential of a lack of coverage solely under
exclusions that are typically raised at the early stages of cases such as these.

                  d.       Conclusion.

                  The Borrower's potential loss exposure depends on numerous
variables such as the ruling on the motion for class certification (which could
narrow the number of claimants in the class), the ability of the plaintiff's to
prove that the diminution in Borrower's market capitalization proximately and
actually resulted from any of the conduct alleged in the complaint, and the
performance of the Borrower's stock price in the relatively near future.


         2.       Sykes Realty, Inc. adv. Bogatay Construction, Inc.

         One of the Borrower's subsidiaries, Sykes Realty, Inc. ("Sykes
Realty"), filed a complaint against Bogatay Construction, Inc. ("Bogatay") on or
about September 8, 1999, alleging defects in the Borrower's Klamath Falls,
Oregon call center facility, which Bogatay constructed. Sykes Realty believes
that it has suffered or will suffer damages in the approximate amount of $1.3
million as a result of Bogatay's faulty construction work. Bogatay filed a
counterclaim against the Borrower and one of its employees, David Reule for
indemnification concerning the


<PAGE>   10
damages that Sykes Realty sought from Bogatay. Prior to trial, which occurred in
the second quarter of 2001, Sykes Realty's insurance carrier, paid $1 million to
Sykes Realty in full settlement of its obligations under the insurance policy.
At the conclusion of the trial, the jury awarded Sykes Realty the approximate
sum of $550,000. Bogatay has informally indicated that it intends to appeal the
verdict, but has offered to give up its appeal for a reduction in the award.

         3.       Kyrus Corporation adv. Sykes Enterprises, Incorporated.

         Litigation is pending in the Court of Common Pleas for Greenville
County, South Carolina. The Borrower has been sued by Kyrus Corporation, a South
Carolina corporation, with respect to certain contractual arrangements between
the parties, regarding a Software License and Software Contracts Assignment
Agreement (the "License/Agreement"), under which the Borrower licensed to Kyrus
certain software and assigned to Kyrus certain customer (end-user) contracts
relating to those customers' use of the licensed software. The License/Agreement
is dated on or about July 1998.

                  a.       Claims.

                  First, Kyrus alleges that the Borrower breached its express
and implied warranties under the License/Agreement, including those of
merchantability and fitness for a particular purpose, by reason that the
software was not functional, did not conform to specifications, and was not year
2000 compliant, and that the customer contracts assigned to Kyrus were in breach
or default by the Borrower. No specific damages amount is stated in the
complaint with respect to the alleged breach of warranties.

                  Kyrus also claims it is owned more than $2.2 million by the
Borrower for direct costs incurred by Kyrus in providing support services to the
Borrower's customers regarding the assigned customer contracts in excess of
certain agreed upon support limits. The Borrower intends to assert, as a defense
to this claim, that Kyrus failed to give timely notice in accordance with the
notice provisions of the License/Agreement.

                  Finally, Kyrus claims it is owed $4.5 million of the
consideration paid to the Borrower by Kyrus. Alternatively, Kyrus demands that
Sykes return to Kyrus certain shares of Kyrus preferred stock having an
aggregate par value of $4.5 million.

                  b.       Insurance coverage.

                  The Borrower has forwarded the lawsuit to its insurance
carrier and has been informed by a representative of its insurance carrier that
the types of allegations contained in the complaint, because they appear to
relate to the functionality of the software product (and subject to any further
amendments of the complaint by the plaintiff), are generally covered by existing
insurance policies of the Borrower, which, in the aggregate, provide
approximately $20 million of coverage. The primary carrier, Chubb Group of
Insurance Companies, has however, issued a coverage and reservation of rights
letter that raises the potential of a lack of coverage under exclusions that are
typically raised at the early stages of cases such as these.

                  c.       Status of the case.

                  The Borrower has filed an answer denying the allegations
regarding functionality and asserting, among others, the defenses described
above. The parties recognize that the facts involved in this litigation are
extremely complex, and have therefore agreed to a stay in the litigation to
permit informal discovery. The stay is currently in effect until the beginning
of August, at which time the parties intend to meet to discuss settlement. In
the event a satisfactory resolution cannot be attained at that meeting, it is
likely that the stay will be lifted and formal discovery will commence. It is
also likely that if this matter proceeds towards trial, it will do so very
quickly due to the accelerated trial docket in Greenville County


</TEXT>
</DOCUMENT>
