Exhibit 10.29


 


Execution Copy


 




 


 





TELETECH HOLDINGS, INC.


 


 












 


 


FIRST AMENDMENT

Dated as of February 1, 2003


 


 


to


 


 


NOTE PURCHASE AGREEMENT

Dated as of October 1, 2001


 


 












 


 




	
  Re:

  	
  $60,000,000
  7.00% Senior Notes, Series A, due October 31, 2008

  
	
   

  	
  $15,000,000
  7.40% Senior Notes, Series B, due October 31, 2011

  






 




 





 

















 


FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT


 


THIS FIRST AMENDMENT dated as of
February 1, 2003 (the or this “First
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 (the “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  “Series A Notes”) and (ii) $15,000,000
aggregate principal amount of its 7.40% Senior Notes, Series B, due October 31,
2011 (the “Series B Notes”; said
Series B Notes together with the Series A Notes are hereinafter collectively
referred to as the “Notes”) pursuant to the Note Purchase Agreement.  The Noteholders are the holders of 100% of
the outstanding principal amount of the Notes.


 


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


 


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


 


D.                                    All
requirements of law have been fully complied with and all other acts and things
necessary to make this First 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 First Amendment set forth in Section 3.1
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.


 


1.1.                              The
definition of “Consolidated EBITDA” contained in Schedule B
to the Note Purchase Agreement shall be and is hereby amended by
(a) deleting the word “and” at the end of clause (2) thereof and
inserting a comma “,” in lieu thereof, (b) inserting the following “, and
(4) all non-cash charges resulting from the expensing of stock options by
the Company or any of its Restricted Subsidiaries during such period” at the
end of clause (3) thereof and (c) amending the second paragraph
thereof in its entirety and restating such paragraph as follows:


 


“For purposes of determining “Consolidated EBITDA,” there shall be
added back to Consolidated Net Income for the fiscal quarter ended December 31,
2002, 


 

















 


non-cash
charges arising from the application of SFAS 144 by the Company and its
Restricted Subsidiaries during such fiscal quarter in an amount equal to the
lesser of (x) the actual amount of such non-cash charges included in
calculating Consolidated Net Income for such fiscal quarter and (y)
$35,000,000.”


 


SECTION 2.                            REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


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


 


(a)                                  this First Amendment
has been duly authorized, executed and delivered by it and this First 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 Note Purchase
Agreement, as amended by this First 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 First Amendment (i) has been
duly authorized by all requisite corporate action and, if required, shareholder
action, (ii) does not require the consent or approval of any governmental or
regulatory body or agency, and (iii) will not (A) violate (1) any provision of
law, statute, rule or regulation or its certificate of incorporation or bylaws,
(2) any order of any court or any rule, regulation or order of any other agency
or government binding upon it, or (3) any provision of any indenture,
agreement or other instrument to which it is a party or by which its properties
or assets are or may be bound, or (B) 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 (iii)(A)(3) of this
Section 2.1(c);


 


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


 


(e)                                  all the
representations and warranties contained in Section 5 of the Note Purchase
Agreement are true and correct in all
material respects with the same force and effect as if made by the
Company on and as of the date hereof.


 


2

















 


SECTION 3.                            CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT.


 


3.1.                              Upon
satisfaction of each and every one of the following conditions, this First
Amendment shall become effective as of December 31, 2002:


 


(a)                                  executed counterparts
of this First Amendment, duly executed by the Company and the holders of at
least 50% of the outstanding principal of the Notes, shall have been delivered
to the Noteholders;


 


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


 


(c)                                  the representations
and warranties of the Company set forth in Section 2 hereof are true and
correct on and with respect to the date hereof;


 


(d)                                 each holder of a Note
shall have received evidence satisfactory to it that the Credit Agreement dated
as of October 29, 2002 among the Company, each lender from time to time
party thereto and Bank of America, N.A.,  as Administrative Agent, Swing Line Lender
and L/C Issuer, has been amended in substantially the same manner as the Note
Purchase Agreement has been amended by this First Amendment and otherwise in
form and substance reasonably satisfactory to the holders of Notes;


 


(e)                                  each holder of a Note
shall have received, by payment in immediately available funds to the account
of such holder set forth in Schedule A
to the Note Purchase Agreement the amount set forth opposite such holder’s name
in Schedule 1 attached hereto; and


 


(f)                                    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 First Amendment.


 


Upon receipt of all of the
foregoing, this First Amendment shall become effective.


 


SECTION 4.                            MISCELLANEOUS.


 


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


 


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


 


3

















 


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


 


4.4.                              This
First Amendment shall he governed by and construed in accordance with the laws
of the State of New York.


 


[Remainder of page intentionally left blank.]


 


4

















 


4.5.                              The
execution hereof by you shall constitute a contract between us for the uses and
purposes hereinabove set forth, and this First 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

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
   

  



 


5

















 


Accepted and Agreed to:


 


 


	
   

  	
  THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Its
  Authorized Representative

  
	
   

  	
   

  	
   

  
	
   

  	
  CONNECTICUT GENERAL LIFE INSURANCE

  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CIGNA
  Investments, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  LIFE
  INSURANCE COMPANY OF NORTH AMERICA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CIGNA
  Investments, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


6

















 


	
   

  	
  THE GUARDIAN INSURANCE & ANNUITY

  COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  FORT DEARBORN LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Guardian
  Investor Services LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONWIDE LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONWIDE LIFE AND ANNUITY INSURANCE

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


7

















 


FEE SCHEDULE


 


	
  The Northwestern Mutual Life Insurance
  Company

  	
   

  	
  $

  	
  27,000

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  3,000

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  3,000

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  3,000

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  3,000

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  3,000

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  1,000

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  1,000

  	
   

  
	
  Life Insurance Company of North America

  	
   

  	
  $

  	
  3,000

  	
   

  
	
  The Guardian Life Insurance Company of
  America

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  The Guardian Life Insurance Company of
  America

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  The Guardian Life Insurance Company of
  America

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  The Guardian Insurance & Annuity
  Company, Inc.

  	
   

  	
  $

  	
  1,500

  	
   

  
	
  Fort Dearborn Life Insurance Company

  	
   

  	
  $

  	
  1,000

  	
   

  
	
  Fort Dearborn Life Insurance Company

  	
   

  	
  $

  	
  500

  	
   

  
	
  Nationwide Life Insurance Company

  	
   

  	
  $

  	
  7,000

  	
   

  
	
  Nationwide Life and Annuity Insurance
  Company

  	
   

  	
  $

  	
  3,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  75,000

  	
   

  



 

















 


REAFFIRMATION OF
SUBSIDIARY GUARANTY AGREEMENT


 


The undersigned Subsidiary
Guarantors hereby acknowledge and agree to the foregoing First Amendment to
Note Purchase Agreement and reaffirm the Subsidiary Guaranty Agreement dated as
of October 1, 2001 given in favor of each Noteholder and their respective
successors and assigns:


 


	
   

  	
  TTEC NEVADA, INC.

  TELETECH CUSTOMER SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Christy
  O’Connor

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEWGEN
  RESULTS CORP.

  CARABUNGA.COM, INC.

  NEWGEN MANAGEMENT SERVICES, INC.

  NEWGEN DEALER PRICING CENTER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Christy
  O’Connor

  
	
   

  	
   

  	
  Assistant
  Secretary

  



 

















 


	
   

  	
  TELETECH
  SERVICES CORPORATION

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (COLORADO), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (NEW YORK), INC.

  
	
   

  	
  TELETECH FACILITIES MANAGEMENT (PARCEL CUSTOMER SUPPORT), INC.

  
	
   

  	
  TELETECH FACILITIES MANAGEMENT (POSTAL CUSTOMER SUPPORT), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (CALIFORNIA), INC.

  
	
   

  	
  T-TEC LABS, INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (TELECOMMUNICATIONS), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT, INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (WEST VIRGINIA), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (SOUTH AMERICA), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (TEXAS), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (GENERAL), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE SOLUTIONS (JAPAN), INC.

  
	
   

  	
  TELETECH SOUTH AMERICA HOLDINGS, INC.

  
	
   

  	
  TELETECH INTERNATIONAL HOLDINGS, INC.

  
	
   

  	
  EDM INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Margot
  O’Dell

  
	
   

  	
   

  	
  Chief
  Financial Officer and Executive Vice President, International Operations