Exhibit 10.31


 




 





TELETECH HOLDINGS, INC.


 


 












 


 


THIRD AMENDMENT

Dated as of September 30, 2003



to



NOTE PURCHASE AGREEMENT

Dated as of October 1, 2001


 


 












 




	
  Re:

  	
  $60,000,000 Amended and Restated Reset Rate Senior Secured Notes,

  Series A, due October 31, 2008

  
	
   

  	
  $15,000,000 Amended and Restated Reset Rate Senior Secured Notes, 

  Series B, due October 31, 2011

  






 




 




















 


THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT


 


THIS THIRD AMENDMENT dated as of
September 30, 2003 (the or this “Third
Amendment”) to that certain Note Purchase Agreement dated as of
October 1, 2001 is between TELETECH HOLDINGS, INC., a Delaware corporation
(the “Company”), and each of the
institutional investors listed on the signature pages hereto (collectively, the
“Noteholders”).


 


RECITALS:


 


A.                                   The Company and each
of the Noteholders have heretofore entered into that certain Note Purchase
Agreement dated as of October 1, 2001, as amended by that certain First
Amendment to Note Purchase Agreement dated as of February 1, 2003, and that
certain Waiver and Second Amendment dated as of August 1, 2003 (as amended, the
“Original  Note Purchase Agreement”).  The Company has heretofore issued
(i) $60,000,000 aggregate principal amount of its 7.00% Senior Notes,
Series A, due October 31, 2008 (the
“Original Series A Notes”) and (ii) $15,000,000 aggregate
principal amount of its 7.40% Senior Notes, Series B, due October 31, 2011 (the
“Original Series B Notes”; said
Original Series B Notes together with the Original Series A Notes are
hereinafter collectively referred to as the “Original Notes”) pursuant to the Original Note
Purchase Agreement.


 


B.                                     Pursuant to the
Waiver and Second Amendment to Note Purchase Agreement dated as of August 1,
2003, the Company and the Noteholders have heretofore amended and restated
(i) the Original Series A Notes as the $60,000,000 aggregate principal
amount of its Amended and Restated Reset Rate Senior Secured Notes, Series A,
due October 31, 2008 and (ii) the Original Series B Notes as the
$15,000,000 aggregate principal amount of its Amended and Restated Reset Rate
Senior Secured Notes, Series B, due October 31, 2011 (the Original Notes as so
amended are referred to herein as the “Notes”).  The Noteholders are the holders of 100% of
the outstanding principal amount of the Notes.


 


C.                                     The Company and
the Noteholders now desire to amend the Original Note Purchase Agreement in the
respects, but only in the respects, hereinafter set forth.


 


D.                                    Capitalized terms
used herein shall have the respective meanings ascribed thereto in the Original
Note Purchase Agreement unless herein defined or the context shall otherwise
require.


 


E.                                      All requirements
of law have been fully complied with and all other acts and things necessary to
make this Third Amendment a valid, legal and binding instrument according to
its terms for the purposes herein expressed have been done or performed.


 


NOW, THEREFORE, upon the full and complete
satisfaction of the conditions precedent to the effectiveness of this Third
Amendment set forth in Section 3 hereof, and in consideration of good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Company and the Noteholders do hereby agree as follows:


 

















 


SECTION 1                            AMENDMENTS.


 


Section 1.1.                                Section 9.7  of the Original Note Purchase Agreement shall be and is
hereby amended by deleting each reference to “September 30, 2003”
contained therein and inserting “October 10, 2003” in lieu thereof.


 


Section 1.2.                                Section 10 of the
Original Note Purchase Agreement shall be and is hereby amended by inserting
the following new Section at the end thereof:


 


“Section
10.15.  Swap Obligations.  The Company shall not, and shall not permit
any Restricted Subsidiary to, enter into any SWAP Contracts other than those
which create Permitted SWAP Obligations.”


 


Section 1.3.                                Section 11(c)
of the Original Note Purchase Agreement shall be and is hereby amended by
deleting the words “through Section 10.14, inclusive” where they appear
therein, and inserting “through Section 10.15, inclusive” therefor in the last
line of said Section 11(c).


 


SECTION 2.                         REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


Section 2.1.                                In order to
induce the Noteholders to execute and deliver this Third Amendment (which
representations shall survive the execution and delivery of this Third
Amendment), the Company represents and warrants to the Noteholders that:


 


(a)                                  this Third Amendment
has been duly authorized, executed and delivered by it and this Third Amendment
constitutes the legal, valid and binding obligation, contract and agreement of
the Company enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or limiting
creditors’ rights generally;


 


(b)                                 the Original Note
Purchase Agreement, as amended by this Third Amendment, constitutes the legal,
valid and binding obligation, contract and agreement of the Company enforceable
against it in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or limiting creditors’ rights generally;


 


(c)                                  the execution,
delivery and performance by the Company of this Third Amendment and performance
by the Company of the terms of the Original Note Purchase Agreement, as amended
by this Third Amendment, (1) have been duly authorized by all requisite
corporate action and, if required, shareholder action, (2) do not require
the consent or approval of any governmental or regulatory body or agency, and
(3) will not (i) violate (A) any provision of law, statute, rule
or regulation or its organizational documents, (B) any order of any court
or any rule, regulation or order of any other agency or government binding upon
it, or (C) any provision of any material


 


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indenture, agreement or other instrument to which it is a party or by
which its properties or assets are or may be bound, or (ii) result in a
breach or constitute (alone or with due notice or lapse of time or both) a
default under any indenture, agreement or other instrument referred to in
clause (3)(i)(C) of this Section 2.1(c); and


 


(d)                                 as of the date hereof
and after giving effect to this Third Amendment, no Default or Event of Default
has occurred which is continuing.


 


SECTION 3                            CONDITIONS TO EFFECTIVENESS OF THIS THIRD AMENDMENT.


 


Section 3.1.                                Upon
satisfaction of each and every one of the following conditions, this Third
Amendment shall become effective as of September 30, 2003 (the “Effective Date”):


 


(a)                                  counterparts of this
Third Amendment, duly executed by the Company and the Required Holders, shall
have been delivered to the Noteholders;


 


(b)                                 each Subsidiary
Guarantor shall have duly executed the reaffirmation of Guaranty attached
hereto;


 


(c)                                  the representations
and warranties of the Company set forth in Section 2.1 hereof are true and
correct on and with respect to the date hereof; and


 


(d)                                 the Company shall have
paid the fees and expenses of Schiff Hardin & Waite, special counsel to the
Noteholders, in connection with the negotiation, preparation, approval,
execution and delivery of this Third Amendment.


 


SECTION 4                            MISCELLANEOUS.


 


Section 4.1.                                This
Third Amendment shall be construed in connection with and as part of the
Original Note Purchase Agreement, and except as modified and expressly amended
by this Third Amendment, all terms, conditions and covenants contained in the
Original Note Purchase Agreement and the Notes are hereby ratified and shall be
and remain in full force and effect.


 


Section 4.2.                                Any
and all notices, requests, certificates and other instruments executed and
delivered after the execution and delivery of this Third Amendment may refer to
the Original Note Purchase Agreement or the Notes without making specific
reference to this Third Amendment but nevertheless all such references shall
include this Third Amendment unless the context otherwise requires.


 


Section 4.3.                                The
descriptive headings of the various Sections or parts of this Third Amendment
are for convenience only and shall not affect the meaning or construction of
any of the provisions hereof.


 


Section 4.4.                                This
Third Amendment shall be governed by and construed in accordance with, and the
rights of the parties shall be governed by, the law of the State of New York,


 


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excluding choice-of-law
principles of the law of such State that would require the application of the
laws of a jurisdiction other than such State.


 


 


[SIGNATURE PAGE FOLLOWS]


 


4

















 


The execution hereof by you
shall constitute a contract between us for the uses and purposes hereinabove
set forth, and this Third Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original, but all
together only one agreement.


 


 


	
   

  	
  TELETECH
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


5

















 


The foregoing is hereby agreed
to as of the date first written above.


 


 


	
  (36.00%)

  	
  THE NORTHWESTERN MUTUAL LIFE INSURANCE
  COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
        Name:

  	
   

  
	
   

  	
        Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (20.00%)

  	
  THE GUARDIAN LIFE INSURANCE COMPANY OF
  AMERICA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
        Name:

  	
   

  
	
   

  	
        Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (2.00%)

  	
  THE GUARDIAN INSURANCE & ANNUITY

  COMPANY, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
        Name:

  	
   

  
	
   

  	
        Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (2.00%)

  	
  FORT DEARBORN LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Guardian
  Investor Services LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
        Name:

  	
   

  
	
   

  	
        Title:

  	
   

  
						



 


6

















 


	
  (9.33%)

  	
  NATIONWIDE
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
        Name:

  	
   

  
	
   

  	
        Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (4.00%)

  	
  NATIONWIDE LIFE AND ANNUITY INSURANCE
  COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
        Name:

  	
   

  
	
   

  	
        Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (22.67%)

  	
  CONNECTICUT GENERAL LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CIGNA
  Investments, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  (4.00%)

  	
  LIFE INSURANCE COMPANY OF NORTH AMERICA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CIGNA
  Investments, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
						



 


7

















 


Each undersigned Subsidiary
Guarantor hereby (i) consents, acknowledges and agrees to the foregoing Third
Amendment to Note Purchase Agreement, (ii) reaffirms its obligations under the
Subsidiary Guaranty Agreement dated as of October 1, 2001 given in favor
of each Noteholder and its respective successors and assigns, (iii) confirms
that such Subsidiary Guaranty Agreement remains in full force and effect after
giving effect to such Third Amendment and (iv) represents and warrants that
there is no defense, counterclaim or offset of any type or nature under such
Subsidiary Guaranty Agreement.


 


	
   

  	
  TELETECH FINANCIAL SERVICES MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT
  (PENNSYLVANIA), LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TTEC NEVADA,
  INC.

  
	
   

  	
  TELETECH
  CUSTOMER SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEWGEN
  RESULTS CORP.

  
	
   

  	
  CARABUNGA.COM,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  TELETECH
  SERVICES CORPORATION

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT
  (COLORADO), INC.

  
	
   

  	
  TELETECH FACILITIES MANAGEMENT (POSTAL
  CUSTOMER SUPPORT), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT
  (CALIFORNIA), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT
  (TELECOMMUNICATIONS), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (TEXAS),
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TELETECH INTERNATIONAL HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  TELETECH SOUTH AMERICA HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  T-TEC LABS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: