Exhibit 10.37


 


SECURITY AGREEMENT


 


THIS SECURITY AGREEMENT (this “Agreement”) dated as of October
24, 2003 is among TELETECH HOLDINGS, INC., a Delaware corporation (the “Company”),
each subsidiary of the Company listed on the signature pages hereof, such other
subsidiaries of the Company as from time to time become parties hereto
(together with the Company, each individually a “Debtor” and
collectively the “Debtors”) and BANK OF AMERICA, N.A. (“Bank of
America”), in its capacity as collateral agent (in such capacity, the “Collateral
Agent”) under the Intercreditor Agreement referred to below.


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, the Company, various financial institutions (the “Lenders”)
and Bank of America, as administrative agent (in such capacity, the “Administrative
Agent”), have entered into a Credit Agreement dated as of October 29, 2002
(as amended, restated or otherwise modified from time to time, the “Credit
Agreement”);


 


WHEREAS, the Company is a party to a Note Agreement dated as of October
1, 2001 (as amended by the First Amendment to Note Purchase Agreement dated as
of February 1, 2003, the Waiver and Second Amendment to Note Purchase Agreement
dated as of August 1, 2003 and the Third Amendment to Note Purchase Agreement
dated as of September 30, 2003, and as further amended, restated or otherwise
modified from time to time, the “Note Agreement”) with each of the
purchasers listed on Schedule A thereto (the “Purchasers”; the Purchasers
together with each other holder of a Note (as defined in the Intercreditor
Agreement referred to below), collectively, the “Noteholders” and
individually each a “Noteholder”);


 


WHEREAS, each of the Debtors (other than the Company) has guaranteed
all obligations of the Company under the Credit Agreement, the Note Agreement and
certain other financing arrangements, and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each of the
Debtors (other than the Company) has reaffirmed its obligations under such
guarantees by entering into (a) the Confirmation attached to the Third
Amendment, dated as of October 24, 2003, to the Credit Agreement, and (b) the
Reaffirmation of Guaranty attached to the Third Amendment, dated as of
September 30, 2003, to the Note Agreement;


 


WHEREAS, pursuant to an Intercreditor Agreement dated as of the date
hereof (as amended, restated or otherwise modified from time to time, the “Intercreditor
Agreement”), the Administrative Agent, on behalf of itself and the Lenders,
the Purchasers and the Collateral Agent have agreed that (i) the Benefited
Obligations (as defined in the Intercreditor Agreement) shall be secured and
guaranteed pari  passu and (ii) Bank of America shall act
as collateral agent for the Benefited Parties (as defined in the Intercreditor
Agreement); and


 


WHEREAS, the Benefited Obligations of each Debtor are to be secured
pursuant to this Agreement;


 


NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 

















 


1.             Definitions; Interpretation. When used
herein, (a) the terms Account, Account Debtor, Certificated
Security, Commercial Tort Claim, Commodity Account, Commodity
Contract, Chattel Paper, Deposit Account, Document, Equipment,
Fixture, Goods, Inventory, Investment Property, Instrument,
Security, Security Entitlement, Securities Account and Uncertificated
Security shall have the respective meanings assigned to such terms in the
UCC (as defined below), (b) the terms Benefited Obligations.
Benefited Parties, Event of Default, Financing Agreement, Note
and Person shall have the respective meanings assigned to such terms in
the Intercreditor Agreement, (c) references to agreements (including this
Agreement) and other contractual instruments shall be deemed to include all
subsequent amendments and other modifications thereto, but only to the extent
such amendments and other modifications are not prohibited by the terms of any
Financing Agreement and (d) the following terms have the following meanings (such
definitions to be applicable to both the singular and plural forms of such
terms):


 


Administrative Agent - see the Recitals.


 


Agreement - see the Preamble.


 


Assignee Deposit Account - see Section 4.


 


Bank of America - see the Preamble.


 


Business Day
means any day on which Bank of America is open for commercial banking business
in Charlotte, Chicago, New York and San Francisco.


 


Collateral
means, with respect to any Debtor, all property and rights of such Debtor in
which a security interest is granted hereunder.


 


Collateral Agent
- see the Preamble.


 


Company - see
the Preamble.


 


Computer Hardware and Software means, with respect to any Debtor, (i) all computer and other
electronic data processing hardware, whether now or hereafter owned, licensed
or leased by such Debtor, including, without limitation, all integrated
computer systems, central processing units, memory units, display terminals,
printers, features, computer elements, card readers, tape drives, hard and soft
disk drives, cables, electrical supply hardware, generators, power equalizers,
accessories and all peripheral devices and other related computer hardware;
(ii) all software programs, whether now or hereafter owned, licensed or leased
by such Debtor, designed for use on the computers and electronic data
processing hardware described in clause (i) above, including, without
limitation, all operating system software, utilities and application programs
in whatsoever form (source code and object code in magnetic tape, disk or hard
copy format or any other listings whatsoever); (iii) all firmware associated
with the foregoing, whether now or hereafter owned, licensed or leased by such
Debtor; and (iv) all documentation for the hardware, software and firmware
described in the preceding clauses (i), (ii) and (iii)
above, whether now or hereafter owned, licensed or leased by such Debtor,
including, without limitation, flow charts, logic diagrams, manuals,
specifications, training materials, charts and pseudo codes.


 


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Costs and Expenses means, with respect to any Debtor, all reasonable out-of-pocket costs
and expenses (including reasonable attorneys’ fees and legal expenses) incurred
by the Collateral Agent in connection with (i) the execution, delivery and
performance of this Agreement by such Debtor, (ii) protecting, preserving or
maintaining any Collateral of such Debtor and (iii) enforcing any rights of the
Collateral Agent hereunder in respect of the Collateral of such Debtor.


 


Credit Agreement
- see the Recitals.


 


Debtor - see
the Preamble.


 


Default means
the occurrence of any of the following events: (a) any Unmatured Event of
Default under Section 8.01(f) or (g) of the Credit Agreement or Section11 (i)
or (j) of the Note Agreement or (b) any Event of Default.


 


General Intangibles means, with respect to any Debtor, all of such Debtor’s “general
intangibles” as defined in the UCC and, in any event, includes (without
limitation) all of such Debtor’s trademarks, trade names, patents, copyrights,
trade secrets, customer lists, inventions, designs, software programs, mask
works, goodwill, registrations, licenses, franchises, tax refund claims,
guarantee claims, security interests and rights to indemnification.


 


Intellectual Property means all past, present and future: trade secrets and other
proprietary information; trademarks, service marks, business names, designs,
logos, indicia, and/or other source and/or business identifiers and the
goodwill of the business relating thereto and all registrations or applications
for registrations which have heretofore been or may hereafter be issued thereon
throughout the world; copyrights (including, without limitation, copyrights for
computer programs) and copyright registrations or applications for
registrations which have heretofore been or may hereafter be issued throughout
the world and all tangible property embodying the copyrights; unpatented
inventions (whether or not patentable); patent applications and patents;
industrial designs, industrial design applications and registered industrial
designs; license agreements related to any of the foregoing and income
therefrom; mask works, books, records, writings, computer tapes or disks, flow
diagrams, specification sheets, source codes, object codes and other physical manifestations,
embodiments or incorporations of any of the foregoing; the right to sue for all
past, present and future infringements of any of the foregoing; and all common
law and other rights throughout the world in and to all of the foregoing.


 


Intercreditor Agreement - see the Recitals.


 


Lenders - see
the Recitals.


 


Liabilities
means, as to each Debtor, all Benefited Obligations of such Debtor.


 


Non-Tangible Collateral means, with respect to any Debtor, such Debtor’s Accounts and General
Intangibles.


 


Note Agreement
- see the Recitals.


 


Noteholders -
see the Recitals.


 


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Permitted Liens
means liens and claims expressly permitted by each Financing Agreement.


 


UCC means the
Uniform Commercial Code as in effect from time to time in the State of New
York.


 


Unmatured Event of Default means any event which if it continues uncured will, with lapse of time
or notice or both, constitute an Event of Default.


 


2.             Grant of Security Interest. As security for the payment of all of its
Liabilities, each Debtor hereby assigns to the Collateral Agent for the benefit
of the Benefited Parties, and grants to the Collateral Agent for the benefit of
the Benefited Parties a continuing security interest in, all of such Debtor’s right,
title and interest in the following:


 


(i)                                     Accounts;


 


(ii)                                  Chattel Paper;


 


(iii)                               Computer Hardware and Software and all rights
with respect thereto, including, without limitation, any and all licenses,
options, warranties, service contracts, program services, test rights,
maintenance rights, support rights, improvement rights, renewal rights and
indemnifications, and any substitutions, replacements, additions or model
conversions of any of the foregoing;


 


(iv)                              Deposit Accounts;


 


(v)                                 Documents;


 


(vi)                              General Intangibles;


 


(vii)                           Goods (including, without limitation, all of
its Equipment, Fixtures and Inventory), together with all accessions,
additions, attachments, improvements, substitutions and replacements thereto
and therefor;


 


(viii)                        Instruments (together with all guaranties
thereof and security therefor);


 


(ix)                                Intellectual Property;


 


(x)                                   money (of every jurisdiction whatsoever);


 


(xi)                                Investment Property (including Commodity
Accounts, Commodity Contracts, Securities (whether Certificated Securities or
Uncertificated Securities), Security Entitlements and Securities Accounts);


 


(xii)                             Commercial Tort Claims; and


 


(xiii)                          to the extent not included in the foregoing,
other personal property of any kind or description;


 


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in
each case whether now or hereafter existing or acquired, together with all
books, records, writings, data bases, information and other property relating
to, used or useful in connection with, evidencing, embodying, incorporating or
referring to any of the foregoing, all proceeds, products, offspring, rents,
issues, profits and returns of and from any of the foregoing, all distributions
on or rights arising out of any of the foregoing, and all claims and/or
insurance payments arising out of the loss, nonconformity or interference with
the use of, or infringements of rights in, or damage to, any of the foregoing.
Notwithstanding anything to the contrary contained herein, the security
interests granted under this Agreement shall not extend to (a) any property of
a Debtor that is subject to a Lien permitted by Section 7.01(d), (e), (h), (k)
or (l) (but in the case of Section 7.01(l), solely with respect to purchase
money security interests or leases of equipment or other personal property and so
long as the senior Lien attaches only to the property so acquired or leased) of
the Credit Agreement and Section 10.5(c), (h), (i) or (j) of the Note Agreement
pursuant to an agreement or an applicable law that prohibits such Debtor from
granting any other Lien in such property, provided that (i) such Debtor
agrees to use commercially reasonable efforts to avoid any such provision in
any agreement (and cause the removal of any such prohibition from any existing
agreement) and to obtain all necessary approvals to permit the Lien of the
Collateral Agent on any such property and (ii) such debtor agrees not to enter
into any such agreement after the date hereof other than purchase money
contracts and leases of equipment or other personal property; (b) any lease,
license or other contract if the grant of a security interest in such property
in the manner contemplated by this Agreement is prohibited thereunder or by law
and would result in the termination of, or any claim for damages or the
availability of any other remedial action under, such lease, license or other
contract, but only, in the case of both clause (a) and clause (b)
above, to the extent that such prohibition is not rendered ineffective by the
UCC, any other applicable law or general principles of equity (it being
understood that if and when any such prohibition is removed, the Collateral
Agent will be deemed to have been granted a security interest in the applicable
property, lease, license or other contract as of the date hereof, and the
Collateral will be deemed to include such property, lease, license or other
contract); (c) any equity interests of a Foreign Subsidiary (as defined in the
Credit Agreement); or (d) any property that is subject to (1) Task Order V
((TeleTech Owned Solution Center) GTE.Net LLC d/b/a Verizon Internet Solutions
and TeleTech Customer Care Management (Telecommunications), Inc.), effective
May 1, 1999, or (2) Task Order VI (Verizon Select Services Inc. f/k/a GTE
Communications Corporation and TeleTech Customer Care Management
(Telecommunications), Inc.), effective June 1, 2000, each of which was entered
into in connection with the Client Services Agreement between TeleTech Customer
Care Management (Telecommunications), Inc. and GTE Card Services Incorporated
d/b/a GTE Solutions (predecessor in interest to Verizon Internet Solutions),
effective July 1, 1999, as amended, in each case as in effect on the date
hereof, so long as a negative pledge exists with respect to such property.


 


3.             Warranties. Each Debtor warrants that: (i) no financing statement (other than any
which may have been filed on behalf of the Collateral Agent for the benefit of
the Benefited Parties) covering any of the Collateral is on file in any public
office, other than financing statements related to Permitted Liens or Liens
that have been terminated (and such Debtor agrees to use commercially
reasonable efforts to promptly terminate all financing statements relating to
such terminated Liens); (ii) such Debtor is and will be the lawful owner of all
Collateral, free of all liens and claims whatsoever, other than the security
interest hereunder and Permitted Liens, with full power and authority to
execute and deliver this Agreement, to perform such Debtor’s


 


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obligations
hereunder and to subject the Collateral to the security interest hereunder;
(iii) all information with respect to Collateral and Account Debtors set forth
in any schedule, certificate or other writing furnished in connection with this
Agreement or any Financing Agreement by such Debtor to the Collateral Agent or
any other Benefited Party will be true and correct in all material respects as
of the date furnished; (iv) such Debtor’s true legal name as registered in the
jurisdiction in which such Debtor is organized or incorporated, state of
organization or incorporation, federal employer identification number,
organizational identification number as designated by the state of its
organization or incorporation, chief executive office and principal place of
business are as set forth on Schedule 1 (and, except as set forth on Schedule
1, such Debtor has not maintained its chief executive office and principal
place of business at any other location at any time after October 1, 1998); (v)
each other location within the United States where such Debtor maintains a
place of business or has any Goods is set forth on Schedule II hereto;
(vi) except as disclosed on Schedule III, such Debtor is not now known
and during the five years preceding the date hereof has not previously been
known by any trade name; (vii) except as disclosed on Schedule III,
during the five years preceding the date hereof, such Debtor has not been known
by any legal name different from the one set forth on the signature page of
this Agreement, nor has such Debtor been the subject of any merger or other
corporate reorganization; (viii) Schedule IV hereto contains a complete
listing of all of such Debtor’s Intellectual Property which is registered under
applicable registration statutes and (ix) upon the filing of financing
statements on Form UCC-1 in the appropriate governmental offices, the
Collateral Agent will have a valid lien upon and perfected security interest in
all of the Collateral in which a security interest can be perfected by filing
under the UCC (subject only to Permitted Liens).


 


4.             Collections, etc. The Collateral Agent may, at any time that
a Default exists, whether before or after the maturity of any of the
Liabilities, notify any parties obligated on any of the Non-Tangible Collateral
to make payment to the Collateral Agent of any amounts due or to become due
thereunder and enforce collection of any of the Non-Tangible Collateral by suit
or otherwise and surrender, release or exchange all or any part thereof, or
compromise or extend or renew for any period (whether or not longer than the
original period) any indebtedness thereunder or evidenced thereby. Promptly
following any request of the Collateral Agent during the existence of a
Default, each Debtor will, at its own expense, notify any parties obligated on
any of the Non-Tangible Collateral to make payment to the Collateral Agent of
any amounts due or to become due thereunder.


 


Upon request by the Collateral Agent during the existence of a Default,
each Debtor will forthwith, upon receipt, transmit and deliver to the
Collateral Agent, in the form received, all cash, checks, drafts and other
instruments or writings for the payment of money (properly endorsed, where
required, so that such items may be collected by the Collateral Agent) which
may be received by such Debtor at any time in full or partial payment or
otherwise as proceeds of any of the Collateral. Except as the Collateral Agent
may otherwise consent in writing, any such items requested to be delivered to
the Collateral Agent pursuant to the preceding sentence which may be so
received by any Debtor will not be commingled with any other of its funds or
property, but will be held separate and apart from its own funds or property
and upon express trust for the Collateral Agent for the benefit of the
Benefited Parties until delivery is made to the Collateral Agent. Each Debtor
will comply with the terms and conditions of any consent given by the
Collateral Agent pursuant to the foregoing sentence.


 


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Upon request by the Collateral Agent during the existence of a Default,
all items or amounts which are delivered by any Debtor to the Collateral Agent
on account of partial or full payment or otherwise as proceeds of any of the Collateral
shall be deposited to the credit of a deposit account (each an “Assignee
Deposit Account”) of such Debtor maintained with the Collateral
Agent, as security for payment of the Liabilities. No Debtor shall have any
right to withdraw any funds deposited in the applicable Assignee Deposit
Account. The Collateral Agent may, from time to time, in its discretion, and
shall upon request of the applicable Debtor made not more than once in any
week, apply all or any of the then balance, representing collected funds, in
the Assignee Deposit Account, toward payment of the Liabilities, whether or not
then due, in accordance with the terms of the Intercreditor Agreement, and the
Collateral Agent may, from time to time, in its discretion, release all or any
of such balance to the applicable Debtor.


 


During the existence of a Default, the Collateral Agent is authorized
to endorse, in the name of the applicable Debtor, any item, howsoever received
by the Collateral Agent, representing any payment on or other proceeds of any
of the Collateral.


 


No Debtor shall maintain any Deposit Account or deposit any items or
amounts in any Deposit Account, except (i) Deposit Accounts maintained with the
Collateral Agent, (ii) Deposit Accounts maintained in a jurisdiction outside the
United States and (iii) Deposit Accounts as to which such Debtor, the
Collateral Agent and the depository bank have entered into an agreement that
the depositary bank will comply with instructions originated by the Collateral
Agent directing disposition of the funds in the account without further consent
by such Debtor; provided that the Collateral Agent shall not provide
such instructions unless a Default exists.


 


Each Debtor hereby appoints the Collateral Agent as the
attorney-in-fact for such Debtor for the purpose of carrying out the provisions
of this Agreement and taking any action and executing or completing any
instruments which the Collateral Agent may deem reasonably necessary or
advisable to accomplish the purposes hereof, which appointment as attorney-in-fact
is irrevocable and coupled with an interest; provided that the
Collateral Agent shall not exercise its rights as such attorney-in-fact unless
a Default exists.


 


5.             Certificates, Schedules and Reports. Each Debtor
will, from time to time, deliver to the Collateral Agent and any Benefited
Party such schedules, certificates and reports respecting all or any of the
Collateral at the time subject to the security interest hereunder, and the
items or amounts received by such Debtor in full or partial payment of any of
the Collateral, as the Collateral Agent or such Benefited Party may reasonably
request.


 


6.             Agreements
of the Debtors. Each Debtor
(a) will, from time to time, deliver to the Collateral Agent such financing
statements and other documents (and pay the cost of filing or recording the
same in all public offices reasonably deemed appropriate by the Collateral
Agent) and do such other acts and things (including, without limitation,
delivery to the Collateral Agent of any Instruments or Certificated Securities
which constitute Collateral), as are necessary or as the Collateral Agent may
reasonably request, to establish and maintain a valid, perfected security
interest in the Collateral (free of all other liens, claims and rights of third
parties whatsoever, other than Permitted Liens) to secure the payment of the
Liabilities (and each Debtor hereby authorizes the Collateral Agent to file any
financing statement without its signature, to the extent permitted by
applicable law, and/or to file a copy of this Agreement as a financing
statement in


 


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any
jurisdiction), provided that, unless requested by the Collateral Agent
during the existence of a Default, no Debtor shall be required to take any action
to perfect the Collateral Agent’s security interest in Collateral located
outside the United States (it being understood that accounts receivable owed to
a Debtor by a non-United States Person shall be deemed to be located in the
United States); (b) will keep all its Inventory (other than Inventory located
outside the United States) at, and will not maintain any place of business at
any location other than, its address(es) shown on Schedules I and II
hereto or at such other addresses of which such Debtor shall have given the
Collateral Agent not less than 10 days’ prior written notice; (c) will not
change its state of organization or incorporation or its name, identity or
corporate structure such that any financing statement filed to perfect the
Collateral Agent’s interests under this Agreement would become seriously
misleading, unless such Debtor shall have given the Collateral Agent not less
than 30 days’ (or such shorter period as may be approved by the Collateral
Agent in its sole discretion) prior notice of such change; (d) will keep
complete records concerning the Non-Tangible Collateral consistent with prudent
business practices for similarly-situated companies; (e) will furnish the
Collateral Agent such information concerning such Debtor, the Collateral and
the Account Debtors of such Debtor as the Collateral Agent may from time to
time reasonably request; (f) will, upon request of the Collateral Agent during
the existence of a Default, stamp on its records concerning the Collateral and
add on all Chattel Paper constituting a portion of the Collateral, a notation,
in form satisfactory to the Collateral Agent, of the security interest of the
Collateral Agent hereunder; (g) without limiting the provisions of Section 6.07
of the Credit Agreement or Section 9.2 of the Note Agreement, will at all times
keep all its Inventory and other Goods insured under policies maintained with
reputable, financially sound insurance companies against loss, damage, theft
and other risks to such extent as is customarily maintained by companies
similarly situated, and cause all such policies to provide that loss thereunder
shall be payable to the Collateral Agent as its interest may appear (it being
understood that (A) so long as no Default shall be existing, the Collateral Agent
shall promptly deliver any proceeds of such insurance which may be received by
it to such Debtor and (B) whenever a Default shall be existing, the Collateral
Agent may apply any proceeds of such insurance which may be received by it
toward payment of the Liabilities, whether or not due, in accordance with the
terms of the Intercreditor Agreement) and such policies or certificates thereof
shall, if the Collateral Agent so requests, be deposited with or furnished to
the Collateral Agent; (h) will take such actions as are reasonably necessary to
keep its Inventory in good repair and condition, ordinary wear and tear
excepted; (i) without limiting the provisions of Section 6.06 of the Credit
Agreement or Section 9.3 of the Note Agreement, will take such actions as are
reasonably necessary to keep its Equipment in good repair and condition and in
good working or running order, ordinary wear and tear excepted; (j) without
limiting the provisions of Section 6.04 of the Credit Agreement or Section 9.4
of the Note Agreement, will promptly pay when due all license fees,
registration fees, taxes, assessments and other charges which may be levied
upon or assessed against the ownership, operation, possession, maintenance or
use of its Equipment and other Goods (as applicable); provided that such
Debtor shall not be required to pay any such fee, tax, assessment or other
charge if the validity thereof is being contested by such Debtor in good faith
by appropriate proceedings; (k) will, promptly upon request of the Collateral
Agent during the existence of a Default, (I) cause the security interest of the
Collateral Agent to be noted on each certificate of title covering Equipment
specified by the Collateral Agent and (II) deliver all such certificates to the
Collateral Agent or its designee; (I) will take all steps reasonably necessary
to protect, preserve and maintain all of its rights in the Collateral, provided
that nothing in this


 


8

















 


clause (1) shall limit the ability of such
Debtor to dispose of any Collateral pursuant to a transaction that is not
otherwise prohibited by the Credit Agreement or the Note Agreement; (m) will
permit the Collateral Agent and its designees, from time to time, on reasonable
notice and at reasonable times and intervals during normal business hours (or
at any time without notice during the existence of a Default) to inspect such
Debtor’s Inventory and other Goods, and to inspect, audit and make copies of
and extracts from all records and other papers in the possession of such Debtor
pertaining to the Collateral and the Account Debtors, and will, upon reasonable
request of the Collateral Agent during the existence of a Default, deliver to
the Collateral Agent all of such records and papers; (n) will not create or
permit to exist any lien on or security interest in any Collateral other than
Permitted Liens and liens and security interests in favor of the Collateral
Agent; (o) will, within one Business Day following the termination of any
account control agreement with respect to a Deposit Account or Securities
Account maintained by such Debtor, cause all amounts on deposit in such account
(and, in the case of a Deposit Account, within one Business Day after receipt,
all amounts deposited to such account following such termination) to be
transferred to an account with another financial institution that is subject to
an account control agreement with the Collateral Agent that is in form and
substance reasonably satisfactory to the Collateral Agent; (p) will not open
any Deposit Account or Securities Account (other than Deposit Accounts and
Securities Accounts maintained outside the United States) after the date hereof
unless, concurrently with such opening, such account is made subject to a
control agreement in favor of the Collateral Agent that is in form and
substance reasonably acceptable to the Collateral Agent (it being understood
that any such control agreement with Bank of America shall be in substantially
the same form as the account control agreement being entered into with Bank of
America concurrently herewith); (r) will not fund any payroll account
maintained by such Debtor (i) with amounts in excess of the amount necessary to
make the next payroll or (ii) earlier than three Business Days prior to the
date on which payroll must be made; and (s) will, promptly upon any Responsible
Officer (as defined in the Credit Agreement), the general counsel or any
assistant general counsel of such Debtor obtaining knowledge that such Debtor
has acquired a Commercial Tort Claim having a value reasonably expected to
exceed $500,000, notify the Collateral Agent in a writing signed by such Debtor
of the details of such commercial tort claim and grant to the Collateral Agent
in such writing a security interest therein and in the proceeds thereof, with
such writing to be in form and substance reasonably satisfactory to the
Collateral Agent.


 


Whenever a Default shall be existing, the Collateral Agent shall have
the right to bring suit to enforce any or all of the Intellectual Property or
licenses thereunder, in which event the applicable Debtor shall at the request
of the Collateral Agent do any and all lawful acts and execute any and all
proper documents required by the Collateral Agent in aid of such enforcement and
such Debtor shall promptly, upon demand, reimburse and indemnify the Collateral
Agent for all Costs and Expenses. Notwithstanding the foregoing, neither the
Collateral Agent nor any other Benefited Party shall have any obligation or
liability regarding the Collateral or any thereof by reason of, or arising out
of, this Agreement.


 


7.             Default. (a) Whenever a Default shall be existing, the Collateral Agent may
exercise from time to time any rights and remedies available to it under the
UCC and any other applicable law (in addition to those described below).


 


9

















 


(b)           Each
Debtor agrees, at the Collateral Agent’s request during the existence of a
Default, (i) to assemble, at its expense, all its Inventory and other Goods
(other than Fixtures) at a convenient place or places acceptable to the
Collateral Agent, and (ii) to execute all such documents and do all such other
things which may be necessary or desirable in order to enable the Collateral
Agent or its nominee to be registered as owner of the Intellectual Property
with any competent registration authority.


 


(c)           Notice
of the intended disposition of any Collateral may be given by first-class mail,
hand-delivery (through a delivery service or otherwise), facsimile or E-mail,
and shall be deemed to have been “sent” upon deposit in the United States mail
with adequate postage properly affixed, upon delivery to an express delivery
service or upon the electronic submission through telephonic or Internet
services, as applicable. Each Debtor hereby agrees and acknowledges that (i)
with respect to Collateral that is: (A) perishable or threatens to decline
speedily in value or (B) is of a type customarily sold on a recognized market,
no notice of disposition need be given; and (ii) with respect to Collateral not
described in clause (i) above, notification sent after a Default and ten
days before any proposed disposition provides notice with a reasonable time
before disposition.


 


(d)           Each
Debtor hereby agrees and acknowledges that a commercially reasonable
disposition of Inventory, Equipment, Computer Hardware and Software or
Intellectual Property may be by lease or license of, in addition to the sale
of, such Collateral. Each Debtor further agrees and acknowledges that a disposition
(i) made in the usual manner on any recognized market, (ii) at the price
current in any recognized market at the time of disposition or (iii) in
conformity with reasonable commercial practices among dealers in the type of
property subject to the disposition shall, in each case, be deemed commercially
reasonable.


 


(e)           Any
cash proceeds of any disposition by the Collateral Agent of any of the
Collateral shall be applied by the Collateral Agent to the payment of Costs and
Expenses and thereafter to the payment of any and all of the other Liabilities
in accordance with the terms of the Intercreditor Agreement, and thereafter any
surplus will be paid to the applicable Debtor or as a court of competent
jurisdiction shall direct. The Collateral Agent need not apply or pay over for
application noncash proceeds of collection and enforcement unless (i) the
failure to do so would be commercially unreasonable and (ii) the applicable
Debtor has provided the Collateral Agent with a written demand to apply or pay over
such noncash proceeds on such basis.


 


8.             General.  The Collateral Agent shall be
deemed to have exercised reasonable care in the custody and preservation of any
of the Collateral in its possession if it takes such action for that purpose as
any applicable Debtor requests in writing, but failure of the Collateral Agent
to comply with any such request shall not of itself be deemed a failure to
exercise reasonable care, and no failure of the Collateral Agent to preserve or
protect any rights with respect to the Collateral against prior parties, or to
do any act with respect to the preservation of the Collateral not so requested
by any Debtor, shall be deemed a failure to exercise reasonable care in the
custody or preservation of the Collateral.


 


Any notice hereunder shall be in writing (including facsimile
transmission) and shall be sent to the applicable party at the address of its
chief executive office shown on Schedule I (or, in the case of the
Collateral Agent, underneath its signature hereto) or at such other address as
such


 


10

















 


party may have designated as its address for such purpose by (i)
written notice received by the Collateral Agent or (ii) in the case of a change
of the Collateral Agent’s address, written notice received by the Company
(which shall be conclusively presumed to have been received by all other
parties).


 


No delay on the part of the Collateral Agent
in the exercise of any right or remedy shall operate as a waiver thereof, and
no single or partial exercise by the Collateral Agent of any right or remedy
shall preclude other or further exercise thereof or the exercise of any other
right or remedy.


 


Unless released in writing by the Collateral
Agent, this Agreement shall remain in full force and effect until all
Liabilities have been paid in cash in full and all commitments to create
Liabilities have terminated. If at any time all or any part of any payment
theretofore applied by the Collateral Agent or any other Benefited Party to any
of the Liabilities is or must be rescinded or returned by the Collateral Agent
or any other Benefited Party for any reason whatsoever (including, without
limitation, the insolvency, bankruptcy or reorganization of any Debtor), such
Liabilities shall, for the purposes of this Agreement, to the extent that such
payment is or must be rescinded or returned, be deemed to have continued in
existence, notwithstanding such application by the Collateral Agent or such
Benefited Party, and this Agreement shall continue to be effective or be
reinstated, as the case may be, as to such Liabilities, all as though such
application by the Collateral Agent or such Benefited Party had not been made.


 


This Agreement shall be construed in
accordance with and governed by the laws of the State of New York applicable to
contracts made and to be performed entirely within such State (except to the
extent that, pursuant to New York law, the perfection, the effect of perfection
or nonperfection or the priority of any security interest granted hereunder may
be determined in accordance with the laws of a different jurisdiction).
Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.


 


This Agreement shall be binding upon the
Debtors and the Collateral Agent and their respective successors and assigns,
and shall inure to the benefit of the Debtors, the Collateral Agent, each
Benefited Party and the respective successors and assigns of the Collateral
Agent and the Benefited Parties.


 


This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
and each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement. At any time
after the date of this Agreement, one or more additional Persons may become
parties hereto by executing and delivering a counterpart to the Collateral
Agent of this Agreement (including supplements to the Schedules hereto).
Immediately upon such execution and delivery (and without any further action),
each such additional Person will become a party to, and will be bound by all
the terms of, this Agreement.


 


11

















 


ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT, SHALL BE
BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY
BE BROUGHT, AT THE COLLATERAL AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND OR IN ANY JURISDICTION IN
WHICH A BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LEGAL OR EQUITABLE PROCEEDING
IS PENDING AGAINST ANY ONE OR MORE OF THE DEBTORS. EACH DEBTOR HEREBY EXPRESSLY
AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH DEBTOR
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, TO THE ADDRESS SET FORTH ON SCHEDULE I HERETO (OR SUCH
OTHER ADDRESS AS IT SHALL HAVE SPECIFIED IN WRITING TO THE COLLATERAL AGENT AS
ITS ADDRESS FOR NOTICES HEREUNDER) OR BY PERSONAL SERVICE WITHIN OR OUTSIDE THE
STATE OF NEW YORK. EACH DEBTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT ANY DEBTOR HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH DEBTOR
HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER
THIS AGREEMENT AND EACH OTHER FINANCING AGREEMENT.


 


EACH DEBTOR, THE COLLATERAL AGENT AND (BY ACCEPTING
THE BENEFITS HEREOF) EACH OTHER BENEFITED PARTY HEREBY WAIVE ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER
THIS AGREEMENT, ANY OTHER FINANCING AGREEMENT AND ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP
EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREE THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


 


12

















 


IN WITNESS WHEREOF, this Agreement has been
duly executed as of the day and year first above written.


 


	
   

  	
  TELETECH HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TELETECH SERVICES CORPORATION

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (COLORADO), INC.

  
	
   

  	
  TELETECH FACILITIES MANAGEMENT

  (POSTAL CUSTOMER SUPPORT), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT
  (TELECOMMUNICATIONS), INC.

  
	
   

  	
  TELETECH FINANCIAL SERVICES MANAGEMENT, LLC 

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (CALIFORNIA),
  INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (PENNSYLVANIA),
  LLC

  
	
   

  	
  CARABUNGA.COM, INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (TEXAS), INC.

  
	
   

  	
  TELETECH INTERNATIONAL HOLDINGS, INC. 

  
	
   

  	
  TELETECH SOUTH AMERICA HOLDINGS, INC.

  
	
   

  	
  T-TEC LABS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEWGEN RESULTS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
											



 


13

















 


	
   

  	
  TELETECH CUSTOMER SERVICES, INC.

  
	
   

  	
  TTEC NEVADA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


14

















 


	
   

  	
  BANK OF AMERICA, N.A., as Collateral Agent

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	 

	
   

  	
  231 South LaSalle Street

  	 

	
   

  	
  Chicago, IL 60697

  	 

	
   

  	
  Attention: David A. Johanson, Vice President

  	 

	
   

  	
  Facsimile: 312-974-9102

  	 

						



 


15

















 


	
   

  	
  ADDITIONAL
  SIGNATURE PAGE to the Security Agreement dated as of October 24, 2003 (the “Security
  Agreement”) among TeleTech Holdings, Inc. (the “Company”), Bank of
  America, N.A., as Collateral Agent, and various Subsidiaries of the Company.

  
	
   

  	
   

  
	
   

  	
  The
  undersigned is executing a counterpart of this Security Agreement for
  purposes of becoming a party hereto (and attached hereto are supplemental
  schedules setting forth information with respect to the undersigned required
  to make the representations and warranties with respect to the undersigned
  set forth in this Security Agreement accurate as of the date hereof):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME
  OF SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
										



 


16

















 


SCHEDULE I


TO SECURITY
AGREEMENT


 


Corporate
Information


 


	
  Subsidiary

  	
   

  	
  FEIN

  	
   

  	
  State of

  Incorporation

  	
   

  	
  State Org
  ID

  	
   

  	
  Chief
  Executive Office/

  Principle Place of Business

  
	
  TeleTech Holdings, Inc.

  	
   

  	
  84-1291044

  	
   

  	
  DE

  	
   

  	
  2464275

  	
   

  	
  9197
  S. Peoria Street

  Denver, CO 80112

  Attn: General Counsel

  Facsimile: 303-397-8677

  Email: sharonoleary@teletech.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Principal
  Place of Business from September 1, 1998 to June 30,  2001:

  1700 Lincoln, 14th Floor

  Denver, CO 80202

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carabunga.com. Inc.

  	
   

  	
  33-0902188

  	
   

  	
  DE

  	
   

  	
  3176689

  	
   

  	
  10243
  Genetic Center Drive

  San Diego, CA 92121

  Attn: Secretary

  Facsimile: 303-397-8677

  Email: sharonoleary@teletech.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Newgen Results Corporation

  	
   

  	
  33-0604378

  	
   

  	
  DE

  	
   

  	
  2937699

  	
   

  	
  10243
  Genetic Center Drive

  San Diego, CA 92121

  Attn: Secretary

  Facsimile: 303-397-8677

  Email: sharonoleary@teletech.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TeleTech Customer Care Management (CA), Inc.

  	
   

  	
  95-3822608

  	
   

  	
  CA

  	
   

  	
  C1160673

  	
   

  	
  9197
  S. Peoria Street

  Denver, CO 80112

  Attn: General Counsel

  Facsimile: 303-397-8677

  Email: sharonoleary@teletech.com

  



 


17

















 


	
  TeleTech Customer Care Management (CO),
  Inc.

  	
   

  	
  84-1218090

  	
   

  	
  CO

  	
   

  	
  19921111145

  	
   

  	
  9197 S. Peoria Street

  Denver, CO 80112

  Attn: General Counsel

  Facsimile: 303-397-8677

  Email:  sharonoleary@teletech.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TeleTech Customer Care Management (PA), LLC

  	
   

  	
  91-2089070

  	
   

  	
  PA

  	
   

  	
  2975136

  	
   

  	
  9197 S. Peoria Street

  Denver, CO 80112

  Attn: General Counsel

  Facsimile: 303-397-8677

  Email:  sharonoleary@teletech.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TeleTech Customer Care Management  (Telecommunications), Inc.

  	
   

  	
  84-1382879

  	
   

  	
  DE

  	
   

  	
  2702728

  	
   

  	
  9197 S. Peoria Street

  Denver, CO 80112

  Attn: General Counsel

  Facsimile: 303-397-8677

  Email: sharonoleary@teletech.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TeleTech Customer Care Management (TX),
  Inc.

  	
   

  	
  84-1564938

  	
   

  	
  TX

  	
   

  	
  143944000

  	
   

  	
  9197 S. Peoria Street

  Denver, CO 80112

  Attn: General Counsel

  Facsimile: 303-397-8677

  Email: sharonoleary@teletech.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TeleTech Customer Services, Inc.

  	
   

  	
  84-1504927

  	
   

  	
  NV

  	
   

  	
  13090-1999

  	
   

  	
  101 Convention Center Drive

  Suite 850

  Las Vegas, Nevada, USA 89109

  Attn: Monte Miller

  Facsimile: 702-598-3651

  Email: nhs@nevhold.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TeleTech Facilities Management (Postal
  Customer Support), Inc.

  	
   

  	
  84-1356609

  	
   

  	
  DE

  	
   

  	
  2657736

  	
   

  	
  9197 S. Peoria Street

  Denver, CO 80112

  Attn: General Counsel

  Facsimile: 303-397-8677

  Email: sharonoleary@teletech.com

  



 


18

















 


	
  TeleTech Financial Services Management, LLC

  	
   

  	
  91-2089159

  	
   

  	
  DE

  	
   

  	
  3323158

  	
   

  	
  9197 S. Peoria Street

  Denver, CO 80112

  Attn:  General Counsel

  Facsimile:  303-397-8677

  Email: sharonoleary@teletech.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TeleTech International Holdings, Inc.

  	
   

  	
  84-1585263

  	
   

  	
  DE

  	
   

  	
  3352638

  	
   

  	
  9197 S. Peoria Street

  Denver, CO 80112

  Attn:  General Counsel

  Facsimile:  303-397-8677

  Email: sharonoleary@teletech.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TeleTech Services Corporation

  	
   

  	
  84-1366615

  	
   

  	
  CO

  	
   

  	
  19961109819

  	
   

  	
  9197 S. Peoria Street

  Denver, CO 80112

  Attn:  General Counsel

  Facsimile:  303-397-8677

  Email: sharonoleary@teletech.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TeleTech South America Holdings, Inc.

  	
   

  	
  84-1517050

  	
   

  	
  DE

  	
   

  	
  2924933

  	
   

  	
  9197 S. Peoria Street

  Denver, CO 80112

  Attn:  General Counsel

  Facsimile:  303-397-8677

  Email: sharonoleary@teletech.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T-TEC LABS, INC. (f/k/a TeleTech f/k/a
  TeleTech Technology Development and Integration, Inc.)

  	
   

  	
  84-1409664

  	
   

  	
  DE

  	
   

  	
  2743653

  	
   

  	
  9197 S. Peoria Street

  Denver, CO 80112

  Attn:  General Counsel

  Facsimile:  303-397-8677

  Email: sharonoleary@teletech.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TTEC Nevada, Inc.

  	
   

  	
  84-1504932

  	
   

  	
  NV

  	
   

  	
  13089-1999

  	
   

  	
  101 Convention Center Drive

  Suite 850

  Las Vegas, Nevada, USA 89109

  Attn:  Monte Miller

  Facsimile:  702-598-3651

  Email:  nhs@nevhold.com

  



 


19

















 


SCHEDULE
II


TO
SECURITY AGREEMENT


 


Addresses
Of All Locations At Which Goods Are Located


(Specify whether such location is owned or
leased by the applicable Debtor)


 


	
  Location

  	
   

  	
  Address

  	
   

  	
  Owner/Lessee/Contractor

  	
   

  	
  Leased/Owned

  
	
  Atlanta

  	
   

  	
  2975 Breckenridge Blvd, Atlanta, GA 30096

  	
   

  	
  TeleTech Customer Care Management (CO), Inc.

  	
   

  	
  Leased*

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Birmingham

  	
   

  	
  6501 EJ Oliver Blvd, Fairfield, AL 35064

  	
   

  	
  TeleTech Customer Care Management (CO), Inc.

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bremerton

  	
   

  	
  1400 NE Mc Williams Road, Bremerton, WA  98311

  	
   

  	
  TeleTech Customer Care Management (CO), Inc.

  	
   

  	
  Leased*

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Headquarters

  	
   

  	
  9197 S. Peoria Street, Englewood, CO 80112

  	
   

  	
  TeleTech Services Corporation

  	
   

  	
  Owned

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deland

  	
   

  	
  1398 S. Woodland Blvd, Deland, FL 32720

  	
   

  	
  TeleTech Customer Care Management (CO), Inc.

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Enfield

  	
   

  	
  1 Vision Drive, Enfield, CA 06082

  	
   

  	
  TeleTech Financial Services Management, LLC

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Englewood

  	
   

  	
  333 Inverness Drive South, Englewood, CO 80112

  	
   

  	
  TeleTech Customer Care Management (CO), Inc.

  	
   

  	
  Leased*

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greenville

  	
   

  	
  204 Halton Road, # 500, Greenville, SC 29607

  	
   

  	
  TeleTech Services Corporation

  	
   

  	
  Leased*

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hampton

  	
   

  	
  400 and 421 Butler Farm Road, Hampton, VA 23666

  	
   

  	
  TeleTech Customer Care Management (CO), Inc.

  	
   

  	
  Leased*

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Irvine (enhansiv)

  	
   

  	
  7505 Irvine Center Drive, Irvine, CA 92618

  	
   

  	
  TTEC-Labs, Inc.

  	
   

  	
  Leased**

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Morgantown

  	
   

  	
  5000 Greenbag Road, Morgantown, WV 26501

  	
   

  	
  TeleTech Services Corporation

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Moundsville

  	
   

  	
  100 W. TeleTech Drive, Moundsville, WV 26041

  	
   

  	
  TeleTech Holdings Inc.

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Newgen Business Offices

  	
   

  	
  10243 Genetic Center Drive, San Diego, CA 92121

  	
   

  	
  Newgen Results Corporation

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Niagara Falls

  	
   

  	
  333 Rainbow Blvd North, Niagara Falls, NY 14303

  	
   

  	
  TeleTech Holdings Inc.

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  North Hollywood

  	
   

  	
  12215 Victory Blvd, North Hollywood, CA 91606

  	
   

  	
  TeleTech Holdings Inc.

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Percepta

  	
   

  	
  1320 S. Babcock Street, Melbourne, FL 32901

  	
   

  	
  Percepta LLC

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Percepta Detroit

  	
   

  	
  20555 Victor Parkway, Livonia, MI 48152

  	
   

  	
  Percepta LLC

  	
   

  	
  Leased*

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stockton

  	
   

  	
  6221 West Lane, Stockton, CA 95210

  	
   

  	
  TeleTech Holdings Inc.

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tampa

  	
   

  	
  111 US Highway 301 South, Tampa, FL 33619

  	
   

  	
  TeleTech Services Corporation

  	
   

  	
  Leased*

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Thornton

  	
   

  	
  400 East 84th Avenue, Suite #200, Thornton, CO 80229

  	
   

  	
  TeleTech Customer Care Management (CO), Inc. and TeleTech Holdings,
  Inc.

  	
   

  	
  Leased**

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Topeka

  	
   

  	
  115 SW 29th Street, Topeka, KS 66611

  	
   

  	
  TeleTech Customer Care Management (CO), Inc.

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tucson

  	
   

  	
  2929 E Corona Road, Tucson, AZ 85706

  	
   

  	
  TeleTech Services Corporation

  	
   

  	
  Leased*

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Uniontown

  	
   

  	
  1648 Mall Run Road, Uniontown, PA 15401

  	
   

  	
  TeleTech Customer Care Management (PA), LLC, guaranteed by TeleTech
  Holdings, Inc.

  	
   

  	
  Leased

  



 












* Indicates a Facilities Management site whereby the TeleTech client
provides the location


** Closed facility with only lease remaining


 


20

















 


SCHEDULE
III


TO SECURITY
AGREEMENT


 


Tradenames,
etc.


 


Refer
to Schedule IV to Security Agreement


 


21

















 


SCHEDULE
IV


TO
SECURITY AGREEMENT


 


Intellectual
Property; Trademarks; Patents; Copyrights; etc.


 


Trademarks/Tradenames


 


	
  General
  Information

  	
   

  	
  Pending
  Application

  	
   

  	
  Status/Notes

  	
   

  	
  Registration

  
	
  Mark

  	
   

  	
  Class

  	
   

  	
  Description
  of
Goods/Services

  	
   

  	
  Serial No.

  	
   

  	
  Date Filed

  	
   

  	
  Status

  	
   

  	
  Registration

  Number

  
	
  CYBERCARE

  	
   

  	
  9

  	
   

  	
  Computer software for managing and accessing databases containing
  information about products and services of others, which said others’ customers
  may inquire about for product information, sales, customer services,
  technical supoort and product delivery dates...

  	
   

  	
  75/979,176

  	
   

  	
  06/02/97 – Application Filed

  	
   

  	
  08/28/01 – Mark Registered.

  	
   

  	
  2,483,757

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CYBERCARE

  	
   

  	
  35

  	
   

  	
   

  	
   

  	
  75/301,358

  	
   

  	
   

  	
   

  	
  05/07/02 – Mark Registered

  	
   

  	
  2,567,670

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CYBERCARE

  	
   

  	
  38

  	
   

  	
   

  	
   

  	
  75/301,358

  	
   

  	
   

  	
   

  	
  03/12/02 – Mark

  Registered

  	
   

  	
  2,545,839

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ENHANSIV

  	
   

  	
  9

  35

  38

  42

  	
   

  	
   

  	
   

  	
  76/084,867

  	
   

  	
  07/03/00

  	
   

  	
  10/29/02 – Mark Registered

  	
   

  	
  2,641,711

  



 


22

















 


	
  General
  Information

  	
   

  	
  Pending
  Application

  	
   

  	
  Status/Notes

  	
   

  	
  Registration

  
	
  Mark

  	
   

  	
  Class

  	
   

  	
  Description
  of
Goods/Services

  	
   

  	
  Serial No.

  	
   

  	
  Date Filed

  	
   

  	
  Status

  	
   

  	
  Registration

  Number

  
	
  TELETECH

  	
   

  	
  9

  	
   

  	
  Computer software in the fields of telephone answering, telemarketing
  and teleservicing in the nature of responding to and receiving telephone
  inquiries from customers of other businesses.

  	
   

  	
  74/621,989

  	
   

  	
  01/13/95 – Intent to Use filed.

  	
   

  	
  01/18/00 – Mark registered.

  

  09/12/97 –  Opposition Period ends.

  

  08/12/97 – Published for Opposition.

  	
   

  	
  2,309,496

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TELETECH

  	
   

  	
  35

  41

  	
   

  	
  35 - Telephone answering services; telemarketing; and teleservicing,
  in the nature of responding to and receiving telephone inquires from
  customers of other businesses; and research, development and consulting
  services relating thereto.

  

  41 – Educational services, namely training courses and seminars in the fields
  of telephone answering, telemarketing, teleservicing and computer programming
  services.

  	
   

  	
  74/619,676

  	
   

  	
  01/10/95 – Intent to Use filed.

  	
   

  	
  08/27/96 – Mark Registered.

  

  

  12/14/01 – Section 8 and 15 filed

  	
   

  	
  1,996,498

  



 


23

















 


	
  General
  Information

  	
   

  	
  Pending
  Application

  	
   

  	
  Status/Notes

  	
   

  	
  Registration

  
	
  Mark

  	
   

  	
  Class

  	
   

  	
  Description
  of
Goods/Services

  	
   

  	
  Serial No.

  	
   

  	
  Date Filed

  	
   

  	
  Status

  	
   

  	
  Registration

  Number

  
	
  TELETECH

  	
   

  	
  35

  41

  42

  	
   

  	
  35
  – Employment and  advertising
  agency services for others andresearch, development and consulting services related thereto; computer site operation and management services for others and research, development and consulting services related thereto.

  

  41 – Educational services,
  namely, training courses andseminars, all in the fields of computer software, employment agency services, advertising agency services, computer disaster recovery planning services and computer site design, operation and management services.

  

  42 – Computer disaster recovery
  planning services, computer
  site design services andresearch, development and consulting services related to computer disaster recovery planning services, computer site design services computer software.

  	
   

  	
  75/978,238

  	
   

  	
  01/13/95
  –  Intent to Use filed.

  	
   

  	
  06/07/99
  – Mark  Registered.

  	
   

  	
  2,252,044

  



 


24

















 


	
  General
  Information

  	
   

  	
  Pending
  Application

  	
   

  	
  Status/Notes

  	
   

  	
  Registration

  
	
  Mark

  	
   

  	
  Class

  	
   

  	
  Description
  of
Goods/Services

  	
   

  	
  Serial No.

  	
   

  	
  Date Filed

  	
   

  	
  Status

  	
   

  	
  Registration

  Number

  
	
  THE ANSWER FOR YOUR CUSTOMERS

  	
   

  	
  9

  35

  38

  41

  42

  	
   

  	
   

  	
   

  	
  75/222,467

  	
   

  	
  01/07/97 - Intent to Use filed.

  	
   

  	
  08/24/02 – Mark Registered

  	
   

  	
  2,625,327

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTELLISYSTEM

  	
   

  	
  42

  	
   

  	
   

  	
   

  	
  75/499,004

  	
   

  	
   

  	
   

  	
  12/11/01 – Mark Registered

  	
   

  	
  2,506,168

  



 


25

















 


	
  General
  Information

  	
   

  	
  Pending
  Application

  	
   

  	
  Status/Notes

  	
   

  	
  Registration

  	
   

  
	
  Mark

  	
   

  	
  Class

  	
   

  	
  Description
  of Goods/Services

  	
   

  	
  Serial No.

  	
   

  	
  Date

  Filed

  	
   

  	
   

  	
   

  	
  Registration

  Number

  	
   

  
	
  CARABUNGA.COM

  	
   

  	
  35

  	
   

  	
  Computerized database management services; business consulting
  services in the field of automobile sales and services and customer retention
  services, namely managing operations, customer service and customer
  relationship in the field of automobile sales and services via a global
  computer network

  	
   

  	
  75/878,852

  	
   

  	
   

  	
   

  	
  01/09/01 – Mark Registered

  	
   

  	
  2,419,128

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CARABUNGA.COM and Design



  

  	
   

  	
  35

  	
   

  	
  Computerized database management services; business consulting
  services in the field of automobile sales and services and customer retention
  services, namely managing operations, customer service and customer
  relationship in the field of automobile sales and services via a global
  computer network

  	
   

  	
  75/894,002

  	
   

  	
   

  	
   

  	
  01/09/01 – Mark Registered

  	
   

  	
  2,419,180

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E-ROAD

  	
   

  	
  35

  	
   

  	
  Computerized database management services; business consulting
  services in the field of automobile sales and services and customer retention
  services, namely, managing operations, customer service and customer
  relationships in the field of automobile sales and services; providing
  real-time access to databases of automobile sales and service information

  	
   

  	
  76/198,677

  	
   

  	
   

  	
   

  	
  11/15/01 – Mark Registered

  	
   

  	
  2,506,843

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEWGEN

  	
   

  	
  35

  	
   

  	
  Computerized database management services; business consulting
  services in the field of

  	
   

  	
  75/870,889

  	
   

  	
   

  	
   

  	
  11/24/98 – Mark Registered

  	
   

  	
  2,205,782

  	
   

  



 


26

















 


	
  General
  Information

  	
   

  	
  Pending
  Application

  	
   

  	
  Status/Notes

  	
   

  	
  Registration

  	
   

  
	
  Mark

  	
   

  	
  Class

  	
   

  	
  Description
  of Goods/Services

  	
   

  	
  Serial No.

  	
   

  	
  Date

  Field

  	
   

  	
   

  	
   

  	
  Registration

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  automobile
  sales and services and customer retention services, namely, managing
  operations, customer service and customer relationships in the field of
  automobile sales and services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEWGEN RESULTS

  	
   

  	
  35

  	
   

  	
  Computerized
  database management services; business consulting services in the field of
  automobile sales and services and customer retention services, namely,
  managing operations, customer service and customer relationships in the field
  of automobile sales and services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  11/17/98
  – Mark Registered

  	
   

  	
  2,204,032

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ROAD

  	
   

  	
  9

  	
   

  	
  Computer
  hardware and software for use by automobile dealers to remotely access
  databases of automobile sales and maintenance information and generate
  reports from such data

  	
   

  	
  75/684,596

  	
   

  	
   

  	
   

  	
  08/21/01
  – Mark Registered.

  	
   

  	
  2,480,539

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ROAD

  	
   

  	
  35

  	
   

  	
  Computerized
  database management services; business consulting services in the field of
  automobile sales and services and customer retention services, namely,
  managing operations, customer service and customer relationships in the field
  of automobile sales and services; providing real-time access to databases of
  automobile sales and service information

  	
   

  	
  75/683,958

  	
   

  	
   

  	
   

  	
  12/21/00
  – Statement of Use Accepted and Mark Registered

  	
   

  	
  2,435,819

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRIANGLE DESIGN

  	
   

  	
  35

  	
   

  	
  Computerized
  database management services; business

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  11/24/98
  – Mark Registered

  	
   

  	
  2,205,781

  	
   

  



 


27

















 


	
  General
  Information

  	
   

  	
  Pending
  Application

  	
   

  	
  Status/Notes

  	
   

  	
  Registration

  	
   

  
	
  Mark

  	
   

  	
  Class

  	
   

  	
  Description
  of Goods/Services

  	
   

  	
  Serial No.

  	
   

  	
  Date

  Filed

  	
   

  	
   

  	
   

  	
  Registration

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  consulting services in the field of automobile sales and services and
  customer retention services, namely, managing operations, customer service
  and customer relationships in the field of automobile sales and services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ULTIMATE SERVICE

  	
   

  	
  35

  	
   

  	
  Business management supervision services in the field of automobile
  dealership departments; computerized database management services for the
  automobile dealership and retail industry; customer retention services for
  others, namely, managing operations, customer service and customer
  relationships in the field of automobile sales and services

  	
   

  	
  75/599,731

  	
   

  	
   

  	
   

  	
  12/12/00 – Mark Registered

  	
   

  	
  2,412,986

  	
   

  



 


28

















 


Domain Names


 


teletechca.com


teletech.com


enhansiv.com


teletecheuro.com


ttecsolutions.com


canrecuriting.com


teletechintl.com


ttec-solutions.com


enhansiv.net


enhansiv.org


teletechindia.com


dvr3.com


cybercarcsolutions.com


dcr3.com


teletechsucks.com


teletechsucks.org


teletechsucks.net


emersant.com.pl


enhansiv.com.pl


emersant.com.ph


enhansiv.ph


enhansiv.com.ph


cmcrsant.ph


 


29