Exhibit 10.33


 


SECOND AMENDMENT


 


THIS SECOND
AMENDMENT dated as of June 30, 2003 (this “Amendment”) is executed in
connection with the Credit Agreement dated as of October 29, 2002 (as
previously amended, the “Credit Agreement”) among TeleTech Holdings, Inc.
(the “Borrower”), various financial institutions (the “Lenders”)
and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).  Capitalized terms defined
in the Credit Agreement are, unless otherwise defined herein or the context
otherwise requires, used herein as defined therein.


 


WHEREAS, the
parties hereto desire to amend certain provisions of the Credit Agreement as
more fully set forth herein;


 


NOW, THEREFORE, the parties hereto agree as follows:


 


SECTION 1  Amendments.  Subject to the satisfaction of the conditions precedent set forth
in Section 3, the Credit Agreement is amended as set forth below.


 


1.1  Amendments to Section 1.01.


 


(i)            The definition of
“Consolidated EBITDAR” is amended in its entirety to read as follows:


 


“Consolidated EBITDAR” means, for any period, Consolidated Net
Income for such period plus (a) to the extent deducted in calculating
such Consolidated Net Income (but without duplication) (i) Consolidated
Interest Charges, (ii) all income tax expense, (iii) all amounts treated as
expenses for depreciation and the amortization of intangibles of any kind, (iv)
all non-cash charges resulting from the expensing of stock options by the
Borrower or any Subsidiary, (v) all non-cash, non-recurring impairment charges
(not to exceed $35,000,000) incurred during the Fiscal Quarter ended December
31, 2002 resulting from the application of SFAS 144, (vi) Rental Expense, (vii)
interest payments made in respect of Synthetic Lease Obligations and (viii) all
non-cash, non-recurring impairment charges incurred during such period
resulting from the application of SFAS 144 or SFAS 146, not to exceed (A) the
first $15,000,000 in Fiscal Year 2003, (B) the first $10,000,000 in Fiscal Year
2004 and (C) the first $6,000,000 in Fiscal Year 2005 plus/minus (b) to
the extent included in calculating such Consolidated Net Income (and without
duplication with any item described above), all non-cash, non-recurring
losses/gains during such period resulting directly from or incurred directly as
a consequence of the sale or closure of any operating facility by the Borrower
or any Subsidiary plus (c) to the extent included in calculating such
Consolidated Net Income (and without duplication with any item described
above), any increase in the valuation allowance for deferred tax assets minus
(d) to the extent included in calculating such Consolidated Net Income (and
without duplication with any item described above), any decrease in the
valuation allowance for deferred tax assets.


 


(ii)           The definition of
“Applicable Rate” is amended as follows:


 


(x)            The chart set forth
therein is amended in its entirety to read as follows:


 

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Eurodollar

  Rate +

  	
   

  	
   

  	
   

  
	
  Pricing

  Level

  	
   

  	
  Leverage
  Ratio

  	
   

  	
  Commitment
  

  Fee

  	
   

  	
  Letters of

  Credit

  	
   

  	
  Base

  Rate +

  	
   

  
	
  1

  	
   

  	
  <1.00:1

  	
   

  	
  0.250

  	
  %

  	
  1.250

  	
  %

  	
  0.000

  	
  %

  
	
  2

  	
   

  	
  >1.00:1 but <2.00:1

  	
   

  	
  0.300

  	
  %

  	
  1.500

  	
  %

  	
  0.000

  	
  %

  
	
  3

  	
   

  	
  >2.00:1 but <2.50:1

  	
   

  	
  0.350

  	
  %

  	
  1.750

  	
  %

  	
  0.000

  	
  %

  
	
  4

  	
   

  	
  >2.50:1 but <3.00:1

  	
   

  	
  0.400

  	
  %

  	
  2.000

  	
  %

  	
  0.250

  	
  %

  
	
  5

  	
   

  	
  >3.00:1

  	
   

  	
  0.500

  	
  %

  	
  2.500

  	
  %

  	
  0.500

  	
  %

  



 


(y)           The reference to “Pricing
Level 4” is replaced with “Pricing Level 5”.


 


(z)            The following sentence
is added at the end of the last paragraph: 
“Notwithstanding the foregoing, at any time that the Borrower’s senior
corporate unsecured debt rating (without third-party credit enhancement) is
rated at least BBB- by Standard & Poor’s Ratings Group or Baa3 by Moody’s
Investors Service, Inc., the Applicable Rate with respect to Loans and Letters
of Credit shall be determined by subtracting 0.250% from the otherwise
applicable rate set forth above; provided that the Applicable Rate shall
not be less than zero.”


 


(iii)          The definition of Loan
Documents is amended by inserting the phrase “, the Collateral Documents” after
the phrase “the Fee Letter”.


 


(iv)          The following definitions
are added in appropriate sequence:


 


“Collateral Agent” means Bank of
America in its capacity as collateral agent under the Intercreditor Agreement,
and any successor thereto in such capacity.


 


“Collateral Documents” means the
Security Agreement, the Pledge Agreement, the Mortgage and all other documents
pursuant to which the Borrower or any Subsidiary grants collateral to the
Collateral Agent.


 


 “Domestic
Asset Coverage Ratio” means, at any time, the ratio, expressed as a
percentage, of (a) the aggregate net book value of Domestic Assets to (b) the
aggregate outstanding principal amount of Senior Domestic Debt.


 


“Domestic Assets” means all cash,
marketable securities, net accounts receivable, and net property, plant and
equipment of the Borrower and its Domestic Subsidiaries, other than any such
asset that is (i) subject to a Lien (other than any Lien for taxes not yet due
or any Lien permitted under Section 7.01(a), (c) or (f))
or (ii) located outside of the United States.


 


“Intercreditor Agreement” means the
Intercreditor Agreement to be dated on or prior to September 30, 2003 among the
Borrower, the Administrative Agent, the holders of the Senior Notes, various
other parties and the Collateral Agent.


 


2

















 


“Lender Percentage” means the
percentage which (a) the sum of the Aggregate Commitments (or, after
termination of the Aggregate Commitments, the Total Outstandings) is of (b) the
sum of (i) the amount set forth in the foregoing clause (a) plus (ii)
the aggregate outstanding principal amount of the Senior Notes.


 


“Mortgage” means the mortgage to be
dated on or prior to September 30, 2003 granting the Collateral Agent a Lien on
the headquarters facility of the Borrower.


 


“Net Cash Proceeds” means, with
respect to any sale or other disposition of the Borrower’s headquarters
building, the aggregate cash proceeds (including cash proceeds received by way
of deferred payment of principal pursuant to a note, installment receivable or
otherwise, but only as and when received) received by the Borrower or any
Subsidiary pursuant to such sale, net of (i) the direct costs relating to such
sale (including sales commissions and legal, accounting and investment banking
fees), (ii) taxes paid or reasonably estimated by the Borrower to be payable as
a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements to the extent arising in connection
with or related to the disposed assets) and (iii) any payment required to be
made as a result of the termination of the Swap Contract that was existing on
August 12, 2003 and was originally entered into in connection with the
financing of the Borrower’s headquarters facility.


 


“Pledge Agreement” means the pledge
agreement to be dated on or prior to September 30, 2003 among the Borrower,
various Subsidiaries and the Collateral Agent.


 


“Restricted Payment” means any
dividend or other distribution (whether in cash, securities or other property)
with respect to, or any purchase, repurchase or redemption of, any capital
stock or other equity interest of the Borrower or any Subsidiary.


 


“Sale-Leaseback Transaction” means the
sale by the Borrower of its headquarters facility and the concurrent lease, as
lessee, of such office by the Borrower and/or one or more Subsidiaries pursuant
to a lease which (a) is treated as an operating lease for financial reporting
purposes pursuant to SFAS 13, (b) has a term (or which is renewable or
extendible solely at the option of the lessee for a total period) of not less
than five years, (c) has covenants and defaults (other than covenants and
defaults relating specifically to ownership, operation and maintenance of the
headquarters facility and other covenants and defaults which are customary for
lease transactions but not for credit agreements) no more restrictive than this
Agreement and (d) has amortization and an imputed interest rate reasonably
satisfactory to the Administrative Agent.


 


“Security Agreement” means the
security agreement to be dated on or prior to September 30, 2003 among the
Borrower, various Subsidiaries and the Collateral Agent.


 


“SFAS 13” means Statement of Financial
Accounting Standards No. 13, “Accounting 
for  Leases”.


 


3

















 


“SFAS 144” means Statement of
Financial Accounting Standards No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”.


 


“SFAS 146” means Statement of
Financial Accounting Standards No. 146, “Accounting for Costs Associated with
Exit or Disposal Activities”.


 


“Specified Domestic Asset Coverage Ratio”
means (a) prior to delivery to the Administrative Agent of a Compliance
Certificate pursuant to Section 6.02(b) demonstrating that the Leverage Ratio
was less than 2.25 to 1.0 for the two most recent Computation Periods ending
after June 30, 2004, 150% and (b) thereafter, 135%.


 


(iv)          The definition of
“Domestic Tangible Assets” is deleted in its entirety.


 


1.2           Amendment to Section
2.05.  The following new clauses (c)
and (d) are added to Section 2.05 in appropriate sequence:


 


(c)           If (i) on the last day of any Fiscal Quarter
or (ii) on the date of the making of any Credit Extension or of any conversion
or continuation of any Revolving Loan, the Domestic Asset Coverage Ratio is
less than the Specified Domestic Asset Coverage Ratio, the Borrower shall
prepay Loans in an amount sufficient to cause the Domestic Asset Coverage Ratio
to equal the Specified Domestic Asset Coverage Ratio.


 


(d)           On each date on which the Aggregate
Commitments are reduced pursuant to Section 2.06, the Borrower shall
prepay Loans in the amount, if any, by which the Total Outstandings exceed the
Aggregate Commitments after giving effect to such reduction (and, if all
Revolving Loans and Swing Line Loans have been paid and the Total Outstandings
still exceed the Aggregate Commitments, the Borrower shall provide cash
collateral for the outstanding Letters of Credit in an amount equal to such
excess).


 


1.3           Amendment to Section
2.06.  Section 2.06 is amended in
its entirety to read as follows:


 


2.06        Termination or Reduction
of Commitments.  (a) The Borrower
may, upon notice to the Administrative Agent, terminate the Aggregate
Commitments or from time to time permanently reduce the Aggregate Commitments; provided
that any such notice shall be received by the Administrative Agent not later
than 11:00 a.m. five Business Days prior to the date of termination or
reduction,  any partial reduction shall
be in an aggregate amount of $5,000,000 or a higher integral multiple of
$1,000,000 and  the Borrower may not
reduce the Aggregate Commitments to an amount less than the Total
Outstandings.  The Administrative Agent
will promptly notify the Lenders of its receipt of any notice of termination or
reduction of the Aggregate Commitments.


 


(b)           If any principal payment (other than any
regularly scheduled principal payment) of the Senior Notes (a “Mandatory
Senior Note Prepayment”) is required to be made pursuant to the Senior Note
Agreement, the Aggregate Commitments shall be permanently and irrevocably
reduced by the amount (rounded upward, if necessary, to an integral multiple of
$100,000) necessary so that the ratio of the amount of such reduction to the
Aggregate Commitments prior to giving effect to such reduction is equal to the 


 


4

















 


ratio of such Mandatory Senior Note Prepayment to the aggregate
outstanding principal amount of the Senior Notes prior to giving effect to such
Mandatory Senior Note Prepayment.


 


(c)           The Aggregate Commitments shall be
permanently and irrevocably reduced concurrently with the receipt by the
Borrower or any Subsidiary of any Net Cash Proceeds from the sale of the
headquarters facility of the Borrower by an amount (rounded down, if necessary,
to an integral multiple of $100,000) equal to the Lender Percentage of such Net
Cash Proceeds; provided that the amount of any reduction in the
Aggregate Commitments required pursuant to this clause (c) shall be
reduced by the amount of any reduction of the Aggregate Commitments pursuant to
clause (b) resulting from the sale of such headquarters facility.


 


(d)           Any reduction of the Aggregate Commitments
shall be applied to the Commitment of each Lender according to its Pro Rata
Share.  All commitment fees accrued
until the effective date of any termination of the Aggregate Commitments shall
be paid on the effective date of such termination.


 


1.4           Amendments to Section
4.02(d).  Section 4.02(d) is amended
in its entirety to read as follows:


 


(d)           After giving effect to such Credit Extension
and the use of the proceeds thereof, the Domestic Asset Coverage Ratio shall
not be less than the Specified Domestic Asset Coverage Ratio.


 


1.5           Addition of Section
5.19.  The following Section 5.19 is
added in appropriate sequence:


 


5.19        Tax Shelter Regulations.  The Borrower does not intend to treat the
Loans and/or the Letters of Credit and related transactions as being a
“reportable transaction” (within the meaning of Treasury Regulation Section
1.6011-4).  If the Borrower determines
to take any action inconsistent with such intention, it will promptly notify
the Administrative Agent thereof.  If
the Borrower so notifies the Administrative Agent, the Borrower acknowledges
that any Lender may treat its Revolving Loans and/or its interest in Swing Line
Loans and/or Letters of Credit as part of a transaction that is subject to
Treasury Regulation Section 301.6112-1, and such Lender will maintain the lists
and other records required by such Treasury Regulation.


 


1.6           Amendments to
Section 6.02.  Section 6.02 is
amended by (i) deleting the word “and” at the end of clause (f), (ii)
redesignating clause “(g)” as clause “(h)” and (iii) inserting the following
new clause (g):  “(g)  promptly after the Borrower has notified the
Administrative Agent of any intention by the Borrower to treat the Loans and/or
the Letters of Credit and related transactions as being a “reportable
transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a
duly completed copy of IRS Form 8886 or any successor form; and”.


 


1.7           Amendments to Section
6.05.  Section 6.05 is amended by
replacing the reference to “Section 7.03 or 7.04” with “Section
7.04”.


 


5

















 


1.8           Amendment to Section
6.12.  Section 6.12 is restated in
its entirety to read as follows:


 


6.12        Further Assurances.  Take such actions as are necessary, or as
the Administrative Agent (or the Required Lenders acting through the
Administrative Agent) may reasonably request from time to time, to ensure that
(a) the obligations of the Borrower hereunder and under the other Loan
Documents are guaranteed at all times by Domestic Subsidiaries that, together
with the Borrower, collectively (i) own assets which account for 95% or more of
the consolidated assets of the Borrower and its Domestic Subsidiaries and (ii)
generate revenues which account for 95% or more of the consolidated revenues of
the Borrower and its Domestic Subsidiaries for the most recently ended period
of four consecutive Fiscal Quarters, excluding from such calculations the assets
and revenues of any Domestic Subsidiary that is a party to an agreement that
restricts the ability of such Domestic Subsidiary to guarantee such
obligations, so long as such agreement is not prohibited by Section 7.08;
provided that, regardless of whether required in order to meet the 95%
tests described above, each Domestic Subsidiary that has guaranteed the
obligations of the Borrower in respect of the Senior Notes shall also be a
party to the Guaranty; and (b) the obligations of the Borrower hereunder and of
each applicable Subsidiary under the Guaranty are secured by first-priority
perfected security interests in substantially all personal property (excluding
stock of Foreign Subsidiaries) of such Person as soon as reasonably practicable
after the effectiveness of the Second Amendment to this Agreement (but in no
event later than September 30, 2003). 
In furtherance of clause (b) of the preceding sentence, the
Borrower and the applicable Subsidiaries shall execute (as applicable) and
deliver such security agreements, pledge agreements, financing statements and
other documents, pay for filing or recording of any of the foregoing, deliver
such stock certificates and other collateral with respect to which perfection
is obtained solely by possession and deliver such opinions of counsel as the
Collateral Agent may from time to time reasonably request.


 


1.9           Addition of Section
6.13.  The following new Section
6.13 is added to the Credit Agreement in appropriate sequence:


 


6.13        Minimum Domestic Asset
Coverage Ratio.  Cause the Domestic
Asset Coverage Ratio on the last day of each Fiscal Quarter to be equal to or
greater than the Specified Domestic Asset Coverage Ratio.


 


1.10         Amendment to Article
VII.  The parenthetical clause in
the first paragraph of Article VII is amended in its entirety to read as
follows:  “(or, in the case of Sections
7.04 through 7.08, 7.11, 7.13 and 7.14, any
Subsidiary)”.


 


1.11         Amendment to Section
7.01.  Section 7.01 is amended by
replacing the text of clause (j) with “[RESERVED]”.


 


1.12         Amendment to Section
7.02.  Section 7.02 is amended by:


 


(i)            replacing the text of
clause (e) with “[RESERVED]”;


 


6

















 


(ii)           amending clause (g) in
its entirety to read as follows:


 


(g)           other Indebtedness of the Borrower and its
Domestic Subsidiaries in an aggregate principal amount not to exceed 25% of the
net book value of Domestic Assets at any time outstanding; provided that
(i) the amount of all such other Indebtedness of Domestic Subsidiaries shall
not exceed 15% of the net book value of Domestic Assets; (ii) the financial
covenants and events of default (and related definitions) governing any such
Indebtedness shall be no more restrictive than the financial covenants and
Events of Default (and related definitions) hereunder; and (iii) no
Default shall exist at the time of, or shall result from, the incurrence of
such Indebtedness; and


 


(iii)          restating the last
sentence thereof to read: “Without limitation of the foregoing, (a)
Indebtedness in connection with Earnouts shall only be permitted if such
Indebtedness is expressly subordinated in right of payment to the Obligations
pursuant to documentation satisfactory to the Administrative Agent, it being
understood that such documentation may permit the Borrower and its Domestic
Subsidiaries to make regularly scheduled payments of principal and interest in
connection with such Indebtedness so long as no Default exists at the time of
any such payment; and (b) other subordinated Indebtedness shall only be
permitted with the prior written consent of the Required Lenders.”


 


1.13         Amendment to Section
7.03.  Section 7.03 is amended by
replacing the heading and the text thereof with “[RESERVED]”.


 


1.14         Amendment to Section
7.04.  Section 7.04 is amended by (i)
deleting clause (f) in its entirety, (ii) deleting the semi-colon and the word
“and” at the end of clause (e) and substituting a period therefor and (iii)
inserting the following new text at the end of clause (d): “or pursuant to the
Sale-Leaseback Transaction”.


 


1.15         Amendment to Section
7.09.  Section 7.09 is amended by
(i) deleting the word “and” at the end of clause (b), (ii) deleting the period
at the end of clause (c) and substituting a semi-colon followed by the word
“and” therefor and (iii) inserting the following new clause (d):  “(d) the lease entered into pursuant to the
Sale-Leaseback Transaction.”


 


1.16         Amendments to Section
7.10.  Section 7.10 is amended in
its entirety to read as follows:


 


7.10         Financial
Covenants.


 


(a)           Minimum
Consolidated Net Worth.  Permit
Consolidated Net Worth at any time to be less than the sum of (a) $235,000,000
and (b) an amount equal to 50% of Consolidated Net Income earned in each full
Fiscal Quarter ending after June 30, 2003 (with no reduction for a net loss in
any such Fiscal Quarter).


 


(b)           Minimum
Fixed Charge Coverage Ratio.  Permit
the Fixed Charge Coverage Ratio as of the last day of any Computation Period to
be less than the applicable ratio below:


 


7

















 


	
  Computation Period(s) Ending

  	
   

  	
  Minimum
  Fixed Charge Coverage Ratio

  
	
  6/30/03 through 12/31/03

  	
   

  	
  2.00 to 1.0

  
	
  3/31/04

  	
   

  	
  2.25 to 1.0

  
	
  6/30/04 and thereafter

  	
   

  	
  2.50 to 1.0.

  



 


(c)           Maximum
Leverage Ratio.  Permit the Leverage
Ratio as of the last day of any Computation Period to be greater than the
applicable ratio set forth below:


 


	
  Computation Periods Ending

  	
   

  	
  Maximum
  Leverage Ratio

  
	
  6/30/03 through 12/31/03

  	
   

  	
  3.25 to 1.0

  
	
  3/31/04 through 9/30/04

  	
   

  	
  3.00 to 1.0

  
	
  12/31/04 and thereafter

  	
   

  	
  2.75 to 1.0.

  



 


(d)           Maximum
Capital Expenditures; Acquisitions. 
Permit (i) all capital expenditures by the Borrower and its Subsidiaries
in any Fiscal Year (other than capital expenditures made to purchase the
headquarters facility of the Borrower in Fiscal Year 2003) to exceed (x) $60,000,000
during Fiscal Year 2003 or (y) $75,000,000 during any Fiscal Year thereafter;
or (ii) the consideration (including assumed Indebtedness but excluding common
stock of the Borrower) paid by the Borrower and its Subsidiaries in connection
with Acquisitions to exceed $25,000,000 during any Fiscal Year.


 


1.17         Amendment to Section
7.12.  Section 7.12 is amended in
its entirety to read as follows:


 


7.12        Liquidity.  (a) From the date of the Second Amendment to
this Agreement until the date (the “Covenant Change Date”) on which the maximum
Leverage Ratio for the Computation Period ending on the last day of any Fiscal
Quarter (the “Test Quarter”) permitted by Section 7.10(c) is equal to or
less than 3.00 to 1.0, permit the amount of cash of the Borrower and its
Domestic Subsidiaries on deposit in accounts in the United States that are not
subject to any Lien (other than the Lien of the applicable depository
institution for charges associated with such accounts and for repayment of
dishonored items deposited to such accounts and Liens permitted by Section
7.01(a) or (b)) to be less than $40,000,000.


 


(b)           On
and after the Covenant Change Date, if the Leverage Ratio as of the last day of
any Test Quarter is greater than 2.75 to 1.0, permit, as of the last day of the
immediately following Fiscal Quarter (the “Following Quarter”), the amount of
cash (exclusive of the net increase (if any) in the aggregate principal amount
of outstanding Loans from the last day of the Test Quarter through the last day
of the Following Quarter) of the Borrower and its Subsidiaries on deposit in
accounts that are not subject to any Lien (other than the Lien of the
applicable depository institution for charges associated with such accounts and
for repayment of dishonored items deposited to such accounts and Liens
permitted by Section 7.01(a) or (b)) to be less than $40,000,000
(unless the Leverage Ratio as of the last day of the Following Quarter is equal
to or less than 2.75 to 1.0).


 


1.18         Addition of Sections
7.13 and 7.14.  The following new
Sections 7.13 and 7.14 are added to the Credit Agreement in appropriate
sequence:


 


8

















 


7.13        Investments.  Make, directly or indirectly, any Investment
(as defined below) in any Person in which the Borrower has, directly or
indirectly, an ownership interest, except for (a) additional Investments in
Joint Ventures in which the Borrower or a Subsidiary had an ownership interest
on July 31, 2003; (b) Investments made by Foreign Subsidiaries in Joint Ventures
or other Persons not organized under the laws of, and operating outside of, the
United States, provided that, except as permitted by clauses (a)
and (c) of this sentence, no such Investment shall be made, directly or
indirectly, with the proceeds of any Investment made by the Borrower or any
Domestic Subsidiary; (c) other Investments not exceeding (i) $20,000,000 in the
aggregate during any Fiscal Year and (ii) $40,000,000 in the aggregate after
June 30, 2003; and (d) Investments in any Subsidiary so long as the proceeds
thereof are not used, directly or indirectly, to make any Investment not
otherwise permitted by the preceding clauses (a) through (c).  For purposes of the foregoing, “Investment”
means any loan or advance to, or any equity capital contribution to or other
investment in (including any contribution of assets to), any Joint Venture or
other Person.


 


7.14        Restricted Payments.  Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that:


 


(a)           any
Subsidiary may make Restricted Payments to the Borrower and to wholly-owned
Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned
Subsidiary, to the Borrower and any Subsidiary and to each other owner of
capital stock or other equity interests of such Subsidiary on a pro rata basis
based on their relative ownership interests);


 


(b)           the
Borrower or any Subsidiary may declare and make dividend payments or other
distributions payable solely in the common stock or other common equity
interests of such Person;


 


(c)           the
Borrower or any Subsidiary may purchase, redeem or otherwise acquire shares of
its common stock or other common equity interests or warrants or options to
acquire any such shares (i) in the ordinary course of business in connection
with employee benefit plans or (ii) for an aggregate purchase price up to
$1,000,000 in connection with the termination of any stock option exchange or
repurchase program adopted by the Borrower after the date of the effectiveness
of the Second Amendment to this Agreement relating to an employee benefit plan
of the Borrower and its Subsidiaries; and


 


(d)           the
Borrower and its Subsidiaries may make other Restricted Payments in an
aggregate amount not to exceed $5,000,000 during any Fiscal Year; provided
that immediately after giving effect to any such Restricted Payment, no Default
would exist.


 


1.19         Amendment to Section
10.08.  Section 10.08 is amended by
inserting the following sentence at the end thereof:  “Notwithstanding anything herein to the contrary, “Information”
shall not include, and the Administrative Agent and each Lender may disclose
without limitation of any kind, any information with respect to the “tax
treatment” and “tax 


 


9

















 


structure” (in each case,
within the meaning of Treasury Regulation Section 1.6011-4) of the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to the Administrative Agent or such Lender
relating to such tax treatment and tax structure; provided that with
respect to any document or similar item that in either case contains
information concerning the tax treatment or tax structure of the transaction as
well as other information, this sentence shall only apply to such portions of
the document or similar item that relate to the tax treatment or tax structure
of the transactions contemplated hereby.”


 


SECTION 2            Representations and
Warranties.  The Borrower represents
and warrants to the Administrative Agent and the Lenders that, after giving
effect to the effectiveness of the amendments set forth in Section 1
above, (a) each warranty set forth in Article 5 of the Credit Agreement is true
and correct as of the date of the execution and delivery of this Amendment by
the Borrower, with the same effect as if made on such date, and (b) no Default
exists.


 


SECTION 3            Effectiveness.  The amendments set forth in Section 1
shall become effective as of June 30, 2003 when the Administrative Agent has
received:


 


(i)            counterparts of this
Amendment executed by the Borrower and the Required Lenders;


 


(ii)           amendments, consistent
with the amendments set forth in Section 1 and otherwise in form and
substance reasonably acceptable to the Administrative Agent, executed by (x)
the requisite holders of the Senior Notes and (y) the requisite
purchasers/lenders in respect of any other Indebtedness having an aggregate
principal amount (including undrawn committed or available amounts and including
amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than the Threshold Amount;


 


(iii)          a Confirmation,
substantially in the form of Exhibit A, signed by each Guarantor; and


 


(iv)          an amendment fee for each
Lender which, on or prior to 1:00 p.m. (Chicago time) on August 13, 2003,
delivers an executed counterpart hereof to the Administrative Agent, such fee
to equal 0.25% of such Lender’s Commitment.


 


SECTION 4            Miscellaneous.


 


4.1           Continuing
Effectiveness, etc.  As herein
amended, the Credit Agreement shall remain in full force and effect and is
hereby ratified and confirmed in all respects. 
After the effectiveness of this Amendment, all references in the Credit
Agreement and the other Loan Documents to “Credit Agreement” or similar terms
shall refer to the Credit Agreement as amended hereby.


 


4.2           Counterparts.  This Amendment may be executed in any number of counterparts and
by the different parties 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 Amendment.


 


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4.3           Governing Law.  This Amendment shall be a contract made
under and governed by the laws of the State of New York applicable to contracts
made and to be performed entirely within such state.


 


4.4           Successors and Assigns.  This Amendment shall be binding upon the
Borrower, the Lenders and the Administrative Agent and their respective
successors and assigns, and shall inure to the benefit of the Borrower, the
Lenders and the Administrative Agent and the respective successors and assigns
of the Lenders and the Administrative Agent.


 


4.5           Delivery of
Collateral Documents and Intercreditor Agreement.  Notwithstanding anything contained in the Credit Agreement to the
contrary, an immediate Event of Default shall exist if the Borrower fails to
deliver, or cause to be delivered, to the Administrative Agent (a) on or prior
to August 25, 2003, a copy of the resolutions of the Board of Directors of the
Borrower and the Guarantors authorizing the transactions contemplated by the
Collateral Documents, and (b) on or prior to September 30, 2003, executed
counterparts of the Security Agreement, the Pledge Agreement, the Mortgage and
the Intercreditor Agreement and an opinion of counsel to the Borrower and the
Guarantors, in form and substance reasonably acceptable to the Administrative
Agent.


 


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Delivered as of the day and year first above written.


 


	
   

  	
  TELETECH HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
						



 


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  BANK OF AMERICA, N.A., as Administrative

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CIBC INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
						



 


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  KEY CORPORATE CAPITAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
						



 


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EXHIBIT A


CONFIRMATION


 


Dated as of June 30, 2003


 


To:          Bank of America, N.A., individually and as
Administrative Agent, and the other financial institutions party to the Credit
Agreement referred to below


 


Please refer
to (a) the Credit Agreement dated as of October 29, 2002 (as amended prior to
the date hereof, the “Credit Agreement”) among TeleTech Holdings, Inc.,
various financial institutions (the “Lenders”) and Bank of America,
N.A., as administrative agent (in such capacity, the “Administrative Agent”);
(b) the Guaranty as defined in the Credit Agreement; and (c) the Second
Amendment dated as of June 30, 2003 (the “Amendment”) to the Credit
Agreement.


 


Each of the
undersigned hereby confirms to the Administrative Agent and the Lenders on the
date hereof that, after giving effect to the Amendment and the transactions
contemplated thereby, the Guaranty continues in full force and effect and is
the legal, valid and binding obligation of such undersigned, enforceable
against such undersigned in accordance with its terms.


 


	
   

  	
  TELETECH SERVICES CORPORATION

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (WEST VIRGINIA), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (COLORADO), INC.

  
	
   

  	
  TELETECH FACILITIES MANAGEMENT (PARCEL CUSTOMER SUPPORT), INC.

  
	
   

  	
  TELETECH FACILITIES MANAGEMENT (POSTAL CUSTOMER SUPPORT), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (TELECOMMUNICATIONS), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT, INC.

  
	
   

  	
  TELETECH FINANCIAL SERVICES MANAGEMENT, LLC

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (CALIFORNIA), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (PENNSYLVANIA), LLC

  
	
   

  	
  CARABUNGA.COM, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name Printed:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


15

















 


	
   

  	
  NEWGEN RESULTS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name Printed:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TELETECH CUSTOMER SERVICES, INC.

  
	
   

  	
  TTEC NEVADA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name Printed:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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