Exhibit 10.30


 




 


 





TELETECH HOLDINGS, INC.


 


 












 


 


WAIVER AND SECOND AMENDMENT

Dated as of August 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

  








 


 





 

















 


WAIVER AND SECOND AMENDMENT TO NOTE PURCHASE
AGREEMENT


 


THIS WAIVER AND SECOND AMENDMENT dated as of
August 1, 2003 (the or this “Second
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 (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.  The Noteholders are
the holders of 100% of the outstanding principal amount of the Original Notes.


 


B.            The Company is presently in default
in the performance of the covenants set forth in Section 10.3 and
Section 10.4 of the Original Note Purchase Agreement as more specifically
described in Section 1.1 below.


 


C.            The Noteholders are, subject to the
terms and conditions of this Second Amendment, willing to waive the existing
defaults by the Company in respect of Section 10.3 and Section 10.4
of the Original Note Purchase Agreement.


 


D.            The Company and the Noteholders now
desire to (i) amend the Original Note Purchase Agreement in the respects,
but only in the respects, hereinafter set forth and (ii) amend and restate
(a) the Original Series A Notes in the form of Exhibit 1(a) attached hereto and
(b) the Original Series B Notes in the form of Exhibit 1(b) attached
hereto (collectively, the “Amended and
Restated Notes”).


 


E.             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.


 


F.             All requirements of law have been
fully complied with and all other acts and things necessary to make this Second
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 Second Amendment set forth in Section 4
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         WAIVER OF
DEFAULTS AND EVENTS OF DEFAULT.


 


Section 1.1.           The
Company hereby represents and warrants that the following is a complete and
correct description of all Defaults and Events of Default which have occurred
and are continuing under the Original Note Purchase Agreement:


 


(a)           the
Company failed to maintain the required Fixed Charges Coverage Ratio for the
fiscal quarter ending on June 30, 2003 pursuant to Section 10.3 of the
Original Note Purchase Agreement; and


 


(b)           the
Company failed to maintain the required level of Consolidated Adjusted Net
Worth for the fiscal quarter ending on June 30, 2003 pursuant to
Section 10.4 of the Original Note Purchase Agreement.


 


Section 1.2.           By
the execution and delivery of this Second Amendment by each of the Noteholders,
each Noteholder hereby agrees with the Company that all Defaults and Events of
Default existing on or prior to the Effective Date (as hereinafter defined),
and which are specifically described in Section 1.1 hereof, are hereby
waived.


 


Section 1.3.           The
Company understands and agrees that the waiver contained in Section 1.2  pertains only to
the Defaults and Events of
Default described in Section 1.1 and not to (a) any other Default or
Event of Default which may heretofore, now or hereafter exist under, or any
other matters arising in connection with, the Original Note Purchase Agreement
or (b) any rights which the Noteholders have arising by virtue of any such
other Default, Event of Default or matter.


 


SECTION 2         AMENDMENTS.


 


Section 2.1.           Section 2
of the Original Note Purchase Agreement shall be and is hereby amended by
inserting the following new Section 2.3 at the end thereof:


 


Section 2.3.           Security
for the Notes. 
The obligations of the Company under this Agreement and the Notes will
be secured by, among other things, (a) a perfected, first priority
security interest in all domestic cash, domestic cash equivalents and domestic
accounts receivable of the Company and its Restricted Subsidiaries, (b) a
perfected, first priority pledge of all of the capital stock and other equity
interests owned by the Company and its Subsidiaries in its domestic Restricted
Subsidiaries, (c) a first mortgage lien on the Company’s headquarters
facility located in Englewood, Colorado and (d) a lien on all other
domestic assets of the Company and its Restricted Subsidiaries in accordance
with the Security Documents.  The
security will be granted to Bank of America, N.A., in its 


 


2

















 


capacity as
collateral agent (the “Collateral Agent”)
for the benefit of the holders of Notes and the Bank Lenders.


 


Section 2.2.           Section 7.2(a)
of the Original Note Purchase Agreement shall be and is hereby amended by
inserting the words “Section 10.12 and Section 10.14” after the words
“Section 10.8, inclusive,” where such words appear in said
Section 7.2(a).


 


Section 2.3.           Section 8.3
of the Original Note Purchase Agreement shall be and is hereby amended by
inserting the following sentence at the end of said Section 8.3.


 


All partial
prepayments made pursuant to Section 8.7 shall be applied only to the
Notes of the holders who have elected to participate in such prepayment.


 


Section 2.4.           The
definition of “Remaining Scheduled Payments” contained in Section 8.6  of the Original Note Purchase Agreement shall be and is
hereby amended by inserting the words “(computed at the rate of 7.00%, in the
case of the Series A Notes, and 7.40%, in the case of the Series B Notes)”
after the words “and interest thereon” where such words appear in said
definition.


 


Section 2.5.           Section
8 of the Original Note Purchase Agreement shall be and is hereby amended by
inserting the following new Section 8.7:


 


Section 8.7.           Offer
to Prepay upon Sale of Assets.


 


(a)           Notice and Offer.  In the event of a sale, lease or other
disposition of the Company’s headquarters facility located in Englewood,
Colorado or any other domestic assets of the Company or its Restricted
Subsidiaries pursuant to Section 10.7(c), the Company will, within five
Business Days of the disposition of the Company’s headquarters facility or the
date on which the Company determines not to (or can not or does not) reinvest
the Net Cash Proceeds of such other disposition in accordance with Section
10.7(b), give written notice of such event (a “Sale
of Assets Prepayment Event”) to each holder of the Notes.  Such notice shall contain, and shall
constitute, an irrevocable offer to prepay a Ratable Portion of the Notes held
by such holder on a date specified in such notice (the “Sale of Assets Prepayment Date”) that is
not less than 30 days nor more than 60 days after the date of such notice.  If the Sale of Assets Prepayment Date shall
not be specified in such notice, the Sale of Assets Prepayment Date shall be
the 30th day after the date of such notice.


 


(b)           Acceptance and Payment.  A holder of the Notes may accept or reject
the offer to prepay pursuant to this Section 8.7 by causing a notice of such
acceptance or rejection to be delivered to the Company at least 10 days prior
to the Sale of Assets Prepayment Date. 
A failure by a holder of the Notes to respond to an offer to prepay made
pursuant to this Section 8.7 shall be deemed to constitute a rejection of such
offer by such holder.  If so accepted,
such offered 


 


3

















 


prepayment in respect of the Ratable Portion of the Notes of each
holder that has accepted such offer shall be due and payable on the Sale of
Assets Prepayment Date.  Such offered
prepayment shall be made at 100% of the aggregate Ratable Portion of the Notes
of each holder that has accepted such offer, together with interest on that
portion of the Notes then being prepaid accrued to the Sale of Assets
Prepayment Date, but without any premium.


 


(c)           Each
offer to prepay the Notes pursuant to this Section 8.7 shall be
accompanied by a certificate, executed by a Senior Financial Officer and dated
the date of such offer, specifying: (1) the Sale of Assets Prepayment
Date; (2) that such offer is being made pursuant to this Section 8.7
and that the failure by a holder to respond to such offer by the deadline
established in Section 8.7(b) shall result in such offer to such holder being
deemed rejected; (3) the Ratable Portion of each such Note offered to be
prepaid; (4) the interest that would be due on the Ratable Portion of each
such Note offered to be prepaid, accrued to the Sale of Assets Prepayment Date;
(5) that the conditions of this Section 8.7 have been satisfied and
(6) in reasonable detail, a description of the nature and date of the Sale
of Assets Prepayment Event giving rise to such offer of prepayment.


 


(d)           Effect on Required Prepayments.  The amount of each payment of the principal
of any Note made pursuant to this Section 8.7 shall be applied first
against the principal amount due at maturity of such Note and then against the
last maturing prepayment installments of principal, if any, of such Note provided
for in Section 8.1.


 


Section 2.6.           Section 9.2  of the Original Note Purchase Agreement shall be and is
hereby amended by adding the following sentence at the end of said Section 9.2.


 


In addition to the foregoing, the Company will, and will cause each of
its Subsidiaries to, maintain insurance with respect to the Collateral in
accordance with the terms and provisions of the Security Documents.


 


Section 2.7.           Section 9.3  of the Original Note Purchase Agreement shall be and is
hereby amended by adding the following sentence at the end of said Section 9.3.


 


In addition to the foregoing, the Company will, and will cause each of
its Subsidiaries to, maintain and keep or cause to be maintained and kept, the
Collateral in accordance with the terms and provisions of the Security
Documents.


 


Section 2.8.           Section 9.6  of the Original Note Purchase Agreement shall be and is
hereby amended in its entirety and restated to read as follows:


 


4

















 


Section 9.6.           Subsidiary
Guaranty Agreement.


 


(a)           Additional Subsidiary Guarantors and Collateral.  If, at any time, any existing or newly
acquired or formed Subsidiary becomes a Restricted Subsidiary or obligated as a
co-obligor or guarantor under the Bank Credit Agreement, the Company shall, at
its sole cost and expense, cause such Subsidiary to concurrently become a
guarantor in respect of this Agreement and the Notes and, within 10 Business
Days thereafter, deliver, or cause to be delivered, to each holder of Notes the
following items:


 


(1)           an executed
Supplement to the Subsidiary Guaranty Agreement in the form of Exhibit A
thereto (a “Guaranty Supplement”);


 


(2)           such security
agreements, pledge agreements, account control agreements, mortgages and other
instruments in scope, form and substance satisfactory to the holders of the
Notes, to grant to the Collateral Agent, on behalf of the holders of Notes and
the Bank Lenders, (i) a perfected, first priority Lien in (A) all
domestic accounts receivable of such Subsidiary, (B) all domestic cash and
domestic cash equivalents of such Subsidiary, and (C) if such Subsidiary
is domestic, all of the capital stock and other equity interests of such
Subsidiary owned by the Company and its Subsidiaries and (ii) a Lien on
all other domestic assets of such Subsidiary in accordance with the terms of
the Security Documents (including any side letter governing perfection of such
security interest);


 


(3)           such documents and
evidence with respect to such Subsidiary and, if such Subsidiary is domestic, with
respect to the Person granting the Lien in the capital stock or other equity
interests of such Subsidiary (the “Subsidiary
Parent”), as any holder of Notes may reasonably request in order to
establish the existence and good standing of such Subsidiary and the Subsidiary
Parent, if applicable, and the authorization of the transactions contemplated
by such Guaranty Supplement and the Security Documents;


 


(4)           an opinion of
counsel to such Subsidiary and the Subsidiary Parent, if applicable,
satisfactory to the Required Holders to the effect that such Guaranty
Supplement and Security Documents have been duly authorized, executed and
delivered and the Subsidiary Guaranty Agreement, as supplemented by such
Guaranty Supplement, and the Security Documents constitute the legal, valid and
binding contracts and agreements of such Subsidiary and the Subsidiary Parent,
if applicable, enforceable in accordance with its terms, except as enforcement
of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting the enforcement of creditors’ rights generally and
by general equitable principles and the creation and, to the extent required to
be perfected thereby, the perfection of the Liens contemplated thereby; and


 


5

















 


(5)           a certificate from a
Responsible Officer of the Company, dated the date of the Guaranty Supplement,
certifying that, except as otherwise provided in such certificate, each of the
representations and warranties of the Company set forth in Section 5 is correct
as of the date of the Guaranty Supplement.


 


(b)           Release of Subsidiary Guarantors.  If at any time, (1) the Company and its Subsidiaries
shall have sold, transferred or otherwise disposed of, in accordance with the
requirements of Section 10.7,
all of the capital stock or other equity interests of a Subsidiary Guarantor
that are then owned by the Company and its Subsidiaries and (2) the
Company shall have delivered to each holder of Notes an Officer’s Certificate
(the “Subsidiary
Guarantor Release Certificate”) certifying that (i) the
condition specified in clause (1) above has been satisfied and
(ii) immediately preceding the release of such Subsidiary Guarantor from
the Subsidiary Guaranty Agreement and after giving effect thereto, no Default
or Event of Default shall have existed or would exist, then, upon receipt by
the holders of Notes of the Subsidiary Guarantor Release Certificate, such
Subsidiary Guarantor shall be discharged from its obligations under the
Subsidiary Guaranty Agreement and such Subsidiary shall cease to be considered
a “Subsidiary Guarantor” for all purposes under this Agreement.


 


Section 2.9.           Section 9  of the Original Note Purchase Agreement shall be and is
hereby amended by inserting the following new Sections at the end thereof:


 


Section 9.7.           Collateral;
Intercreditor and Collateral Agency Agreement. 
(a) On or prior to September 30, 2003,
unless otherwise extended by an agreement in writing signed by the holders of
the Notes prior to such date, the Company shall, and shall cause each of its
Restricted Subsidiaries to grant to the Collateral Agent, on behalf of the
holders of Notes and the Bank Lenders, (1) a perfected, first priority Lien in
(i) all domestic accounts receivable of the Company and its Restricted
Subsidiaries, (ii) all domestic cash or domestic cash equivalents of the
Company and its Restricted Subsidiaries, (iii) the headquarters facility
of the Company located in Englewood, Colorado and (iv) all of the capital stock
or other equity interests owned by the Company and its Subsidiaries in the
domestic Restricted Subsidiaries and (2) a Lien in all other domestic assets of
the Company and its Restricted Subsidiaries in accordance with the terms of the
Security Documents (including any side letter governing perfection of such
security interest).  The Liens on the
Collateral shall be granted in favor of the Collateral Agent for the benefit of
the holders of Notes and the Bank Lenders pursuant to such security agreements,
pledge agreements, account control agreements, mortgages and other instruments
in scope, form and substance satisfactory to the holders of the Notes.  Concurrently with the execution and delivery
of the agreements described above, the Company shall cause to be delivered to
the Collateral Agent and each of the holders of the Notes (x) an environmental
report, survey, title insurance policy and evidence of insurance 


 


6

















 


satisfactory to the Collateral Agent and the
holders of the Notes in respect of the headquarters facility of the Company
located in Englewood, Colorado and (y) an opinion of independent counsel
reasonably satisfactory to the holders of the Notes as to the authorization,
execution, delivery and enforceability of that Waiver and Second Amendment
dated as of August 1, 2003, the Notes as amended and restated and the Security
Documents, the creation and, to the extent required to be perfected thereby,
the perfection of the Liens contemplated thereby and such other matters as the
holders of the Notes may reasonably request which opinion shall be in scope,
form and substance satisfactory to the holders of the Notes and, to the extent
applicable, substantially similar to the opinion delivered to the holders of the
Notes on the date of the Closing.


 


(b)           On or prior to
September 30, 2003, the holders of the Notes, the Bank Lenders and the
Collateral Agent shall enter into, and the Company and its Restricted
Subsidiaries shall enter into an acknowledgement of, an intercreditor and
collateral agency agreement (as the same may be amended, supplemented, restated
or otherwise modified, the “Intercreditor
Agreement”) in scope, form and substance satisfactory to the holders
of the Notes.


 


Section 9.8.           Further
Assurances.  The
Company will, and will cause each of its Restricted Subsidiaries to, cure
promptly any defects in the execution and delivery of this Agreement, the
Notes, the Subsidiary Guaranty Agreement and the Security Documents.  The Company, at its expense, will, and will
cause each of its Restricted Subsidiaries to, promptly execute and deliver to
the holders upon request all such other and further documents, agreements,
instruments, notices or releases (or cause any of its Restricted Subsidiaries
to take such action), as may be necessary or appropriate in the reasonable
judgment of the Required Holders to carry out the provisions and purposes of
this Agreement, the Subsidiary Guaranty Agreement and the Security Documents.


 


Section 2.10.        Section 10.1
of the Original Note Purchase Agreement shall be and is hereby amended in its
entirety and restated as follows:


 


Section 10.1.        Adjusted
Consolidated Debt to Adjusted Consolidated EBITDA Ratio.  The Company will not at any time permit the
Adjusted Consolidated Debt to Adjusted Consolidated EBITDA Ratio to exceed:


 


	
  PERIOD

  	
   

  	
  RATIO

  
	
  During each of the second, third and fourth
  fiscal quarter of 2003

  	
   

  	
  3.25 to 1.00

  
	
  During the first fiscal quarter of 2004 and
  each fiscal quarter thereafter

  	
   

  	
  3.00 to 1.00

  



 


7

















 


Section 2.11.        Section 10.3
of the Original Note Purchase Agreement shall be and is hereby amended in its
entirety and restated as follows:


 


Section 10.3.        Fixed
Charges Coverage Ratio. 
The Company will not at any time permit the Fixed Charges Coverage Ratio
to be less than:


 


	
  PERIOD

  	
   

  	
  RATIO

  
	
  During each
  of the second, third and fourth fiscal quarter of 2003

  	
   

  	
  2.00 to 1.00

  
	
  During the
  first fiscal quarter of 2004

  	
   

  	
  2.25 to 1.00

  
	
  During the
  second fiscal quarter of 2004 and each fiscal quarter thereafter

  	
   

  	
  2.50 to 1.00

  



 


Section 2.12.        Section 10.4
of the Original Note Purchase Agreement shall be and is hereby amended in its
entirety and restated as follows:


 


Section 10.4.        Consolidated
Adjusted Net Worth. 
The Company will not at any time permit Consolidated Adjusted Net Worth
to be less than the sum of (a) $235,000,000, plus (b) an aggregate amount equal to 50% of its
Consolidated Net Income (but, in each case, only if a positive number) for each
completed fiscal quarter beginning with the fiscal quarter ended
September 30, 2003.


 


Section 2.13.        Sections 10.5  of the Original Note Purchase Agreement shall be and is
hereby amended by deleting clause (k) thereof and inserting in lieu thereof:


 


(k)           Liens created
pursuant to or permitted by the Security Documents; and


 


Section 2.14.        Section 10.6
of the Original Note Purchase Agreement shall be and is hereby amended by
(a) inserting the words “, the Security Documents” immediately following
the words “this Agreement” where such words appear in paragraph (b) of said
Section 10.6 and (b) inserting the words “, the Security Documents” after the
words “this Agreement” where such words appear in the last sentence of said
Section 10.6.


 


Section 2.15. 
Section 10.7 of the Original Note Purchase Agreement shall be and is
hereby amended in its entirety and restated as follows:


 


Section 10.7.        Sale
of Assets, Etc. 
The Company will not, and will not permit any Restricted Subsidiary to,
sell, lease or otherwise dispose of any of the domestic assets of the Company
or its Restricted Subsidiaries (other than assets that are obsolete or no
longer used or useful in the Company’s or such Restricted Subsidiary’s
business); provided, however,
that:


 


8

















 


(a)           the Company or any
Restricted Subsidiary may sell, lease or otherwise dispose of domestic assets
if (1) such assets are sold for Fair Market Value, (2) the Net Cash Proceeds of
the disposition of such assets (other than (i) pursuant to (A) transactions in
the ordinary course of business and (B) transfers from the Company to a
Wholly-Owned Restricted Subsidiary or from a Restricted Subsidiary to the
Company or a Wholly-Owned Restricted Subsidiary or (ii) such other assets the
Net Cash Proceeds of which were applied as provided in clauses (b) or (c) below
(“Excluded Assets”)), when added
to the Net Cash Proceeds of all other assets sold, leased or otherwise disposed
of by the Company and its Restricted Subsidiaries (other than Excluded Assets)
during the then current fiscal year shall not exceed $5,000,000 in the
aggregate and (3) at the time of such sale, lease or other disposition and
after giving effect thereto, no Default or Event of Default would exist; or


 


(b)           the Company or any
Restricted Subsidiary may sell, lease or otherwise dispose of domestic assets
if (1) an amount equal to the Net Cash Proceeds received from such sale, lease
or other disposition, shall have been used within 270 days of such disposition
to acquire productive assets used or useful in engaging in the business of the
Company and its Restricted Subsidiaries and having a Fair Market Value at least
equal to the Net Cash Proceeds of such assets sold, leased or otherwise
disposed of, (2) the amount of Net Cash Proceeds at any one time held for
reinvestment pursuant to this Section 10.7(b) shall not exceed $20,000,000 in
the aggregate and (3) at the time of such sale, lease or other disposition and
after giving effect thereto, no Default or Event of Default would exist; or


 


(c)           the Company or any
Restricted Subsidiary may sell, lease or otherwise dispose of domestic assets
if an amount equal to the Net Cash Proceeds received from such sale, lease or
other disposition shall be used to prepay Senior Debt secured by the Security
Documents, provided that in the course
of making any such prepayment the Company shall offer to prepay each
outstanding Note in accordance with Section 8.7 in a principal amount that
equals the Ratable Portion for such Note.


 


Section 2.16. 
Sections 10 of the Original Note Purchase Agreement shall be and is
hereby amended by inserting the following new Sections at the end thereof:


 


Section 10.12.  Current Ratio.  The Company will not, as at the end of any fiscal quarter of the
Company, permit the ratio of Consolidated Current Assets to Consolidated
Current Liabilities to be less than 1.60 to 1.00.


 


Section 10.13.  Limitation on Restricted Payments.  (a) 
The Company will not, and will not permit any of its Restricted
Subsidiaries to, declare or make, or incur any liability to declare or make,
any Restricted Payments other than repurchases or exchanges of common stock of
the Company and options to 


 


9

















 


purchase
common stock of the Company granted to persons who at the time of such grant
were employees of the Company or any Restricted Subsidiary (collectively, “Permitted Payments”); provided that (1) the aggregate amount of
Permitted Payments made by the Company and its Restricted Subsidiaries in any
fiscal year of the Company shall not exceed $5,000,000 and (2) at the time of
the making of any Permitted Payment and immediately after giving effect
thereto, no Default or Event of Default would exist.


 


(b)           On and after the
date the Company shall have received an Investment Grade Rating, the provisions
of Section 10.13(a) shall no longer be applicable.


 


Section 10.14.      Domestic Asset Coverage Ratio.  The Company shall not at any time permit the
Domestic Assets Coverage Ratio to be less than 1.10 to 1.00.


 


Section 2.17.        Section 11(c)
of the Original Note Purchase Agreement shall be and is hereby amended by (a)
inserting the words “Section 9.7,” after the words “contained in” and (b)
inserting the words “through Section 10.14, inclusive” after the words “Section
10.11”, in each case, where such words appear in said Section 11(c).


 


Section 2.18.        Section 11(g)
of the Original Note Purchase Agreement shall be and is hereby amended by
inserting the words “, in any Security Document” after the words “in the
Subsidiary Guaranty Agreement” where such words appear in said
Section 11(g).


 


Section 2.19.        Section 11(l)  of the Original Note Purchase Agreement shall be and is
hereby amended by (a) deleting the period “.” and replacing it with the
word “; or” at the end of said Section 11(l) and (b) inserting a new clause
(m) after said Section 11(l) which shall read as follows:


 


(m)          the Company or any of
its Restricted Subsidiaries party to the Security Documents defaults in the
performance of or compliance with any term contained in any Security Document
and such default is not remedied within the period of grace, if any, allowed
with respect thereto (or, to the extent not prescribed therein, within 30 days
of its occurrence), or any Security Document shall cease to be in full force
and effect for any reason whatsoever or any Security Document shall fail or
cease to create a valid and, to the extent required by the Security Documents,
perfected first priority Lien on any material portion of the Collateral
purported to be covered thereby or the Company or any of its Restricted
Subsidiaries party to the Security Documents shall contest or deny the validity
or enforceability in any material respect of any Lien granted under any
Security Document or any of its obligations thereunder.


 


Section 2.20.        Section 15.1  of the Original Note Purchase Agreement shall be and is
hereby amended by deleting the words “this Agreement, the Subsidiary Guaranty
Agreement or the Notes” and replacing them with the words “this Agreement, the
Notes, the Intercreditor 


 


10

















 


Agreement or any Security Document” in each
place where such words appear in said Section 15.1.


 


Section 2.21.        Section 17.2(a)
of the Original Note Purchase Agreement shall be and is hereby amended by
inserting the words “, of any Security Document” after the words “in respect of
any of the provisions hereof” where such words appear in the first sentence of
said Section 17.2(a).


 


Section 2.22.        Section 17.2(b)  of the Original Note Purchase Agreement shall be and is
hereby amended by inserting the words “, of the Notes or of any Security
Document” after the words “any of the terms and provisions hereof” where such
words appear in said Section 17.2(b).


 


Section 2.23.        Section 19  of the Original Note Purchase Agreement shall be and is
hereby amended by inserting the words “or contemplated hereby” after the words
“This Agreement and all documents relating hereto” where such words appear in
the first sentence of said Section 19.


 


Section 2.24.        The
definition of “Bank Credit Agreement” contained in Schedule B to the
Original Note Purchase Agreement shall be and is hereby amended in its entirety
and restated as follows:


 


“Bank Credit
Agreement” shall mean that certain Credit Agreement dated as of
October 29, 2002 among the Company, the lenders party thereto and Bank of
America, N.A., as Administrative Agent, as the same may be amended, restated,
refinanced, replaced or otherwise modified or any successor thereto.


 


Section 2.25.        The
definition of “Consolidated EBITDA” contained in Schedule B to the Original
Note Purchase Agreement shall be and is hereby amended by 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 (a) 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; (b) for each of the fiscal
quarters ended June 30, 2003, September 30, 2003 and December 31,
2003, non-cash charges arising from the application of SFAS 144 and SFAS 146 by
the Company and its Restricted Subsidiaries during such fiscal quarter; provided that the aggregate amount added back pursuant to
this clause (b) for all such fiscal quarters shall be 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 quarters and (y)
$17,000,000; (c) for each of the fiscal quarters of the fiscal year ended
December 31, 2004, non-cash charges arising from the application of SFAS
144 and SFAS 146 by the Company and its 


 


11

















 


Restricted Subsidiaries during such fiscal quarter; provided that the aggregate amount added back pursuant to
this clause (c) for all such fiscal quarters shall be 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 quarters and
(y) $9,000,000; and (d) for each of the fiscal quarters of the fiscal
year ended December 31, 2005, non-cash charges arising from the
application of SFAS 144 and SFAS 146 by the Company and its Restricted
Subsidiaries during such fiscal quarter; provided that
the aggregate amount added back pursuant to this clause (d) for all such fiscal
quarters shall be 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 quarters and (y) $6,000,000.


 


Section 2.26.        The
definition of “Excluded Sale and Leaseback Transactions” contained in Schedule
B to the Original Note Purchase Agreement shall be and is hereby deleted in its
entirety.


 


Section 2.27.        The
definition of “Intercreditor Agreement” contained in Schedule B of the Original
Note Purchase Agreement shall be and is hereby amended in its entirety and
restated as follows:


 


“Intercreditor Agreement”
is defined in Section 9.7(b).


 


Section 2.28.        The
definition of “Material Adverse Effect” contained in Schedule B to the
Original Note Purchase Agreement shall be and is hereby amended in its entirety
and restated as follows:


 


“Material
Adverse Effect” shall mean a material adverse effect on (a) the
business, operations, financial condition, assets or properties of the Company
and its Restricted Subsidiaries, taken as a whole, (b) the ability of the
Company to perform its obligations under this Agreement, any Security Document
to which it is a party or the Notes, (c) the validity or enforceability of this
Agreement, the Subsidiary Guaranty Agreement, any Security Document or the
Notes or (d) the perfection or priority of any Lien in favor of the
Collateral Agent required pursuant to the terms of the Security Documents to be
perfected.


 


Section 2.29.        The
definition of “Priority Debt” contained in Schedule B to the Original Note
Purchase Agreement shall be and is hereby amended in its entirety and restated
as follows:


 


“Priority
Debt”  shall mean, without
duplication, the sum of (a) all Debt of the Company secured by any Lien with
respect to any property owned by the Company other than Liens permitted by
paragraphs (a) through (k) of Section 10.5 and (b) all Debt of Restricted
Subsidiaries other than (1) Debt owed to the Company or a Wholly-Owned
Restricted Subsidiary, (2) Debt outstanding at the time such Person became a Subsidiary,
provided, that (i) such Debt shall not
have been incurred in contemplation of such Subsidiary becoming a Subsidiary
and (ii) 


 


12

















 


immediately after such Subsidiary became a Subsidiary, no Default or
Event of Default shall exist, and provided
further, that such Debt may not be extended, renewed or refunded
except as otherwise permitted by this Agreement, and (3) Debt of Subsidiary
Guarantors evidenced by the Subsidiary Guaranty Agreement and the Bank Guaranty
or incurred as a co-obligor under the Bank Credit Agreement.


 


Section 2.30.        The
definition of “Subsidiary Guarantors” contained in Schedule B to the Original
Note Purchase Agreement shall be and is hereby amended by deleting the words
“Section 9.6(c)” and replacing them with the words “Section 9.6(b)” after the
words “delivered pursuant to” in the proviso at the end of said definition.


 


Section 2.31.        Schedule B
to the Original Note Purchase Agreement shall be and is hereby amended by
adding the following definitions in the proper alphabetical order:


 


“Bank Lenders” shall
mean the from time to time lenders party to the Bank Credit Agreement.


 


“Collateral”  shall mean, collectively, all property of the Company, any
Restricted Subsidiaries or any other Person in which the Collateral Agent is
granted a Lien under any Security Document as security for all or any portion
of the obligations arising under or in connection with this Agreement, the
Notes, the Subsidiary Guaranty Agreement or the Bank Credit Agreement.


 


“Collateral Agent”
is defined in Section 2.3.


 


“Consolidated Current Assets”
shall mean, as of any date of determination, the total assets of the Company
and its Restricted Subsidiaries that would be shown as current assets under the
headings “cash,” “accounts receivable” and “short-term investments” on a
balance sheet of the Company and its Restricted Subsidiaries prepared in
accordance with GAAP at such time; provided that,
in determining such current assets, accounts receivable shall be valued at
their face value less reserves or accruals for uncollectible accounts
determined to be sufficient in accordance with GAAP.


 


“Consolidated Current Liabilities”
shall mean, as of any date of determination, the total liabilities of the
Company and its Restricted Subsidiaries that would be shown as current
liabilities on a balance sheet of the Company and its Restricted Subsidiaries
prepared in accordance with GAAP at such time, but in any event including,
without limitation, as current liabilities, Current Maturities of Funded Debt.


 


“Consolidated
Secured Senior Debt” shall mean, as of any date of determination,
the total of all Senior Debt of the Company and its Restricted Subsidiaries
outstanding on such date that is secured by the Security Documents.


 


13

















 


“Current Maturities of Funded Debt”
shall mean, as of any date of determination and with respect to any item of
Funded Debt, the portion of such Funded Debt outstanding at such time which by
the terms of such Funded Debt or the terms of any instrument or agreement
relating thereto is due on demand or within one year from such time (whether by
sinking fund, other required prepayment or final payment at maturity) and is
not directly or indirectly renewable, extendible or refundable at the option of
the obligor under an agreement or firm commitment in effect at such time to a
date one year or more from such time.


 


“Distribution”
shall mean, in respect of any Person:


 


(a)           dividends
or other distributions or payments on capital stock or other equity interest of
such Person (except distributions in such stock or other equity interest); and


 


(b)           the
redemption or acquisition of capital stock or other equity interest or of
warrants, rights or other options to purchase such stock or other equity
interests (except when solely in exchange for such stock or other equity
interests) unless made contemporaneously from the Net Cash Proceeds of a sale
of such stock or other equity interests.


 


“domestic” shall
mean, with respect to (a) any Person (other than an individual), a Person
organized, incorporated or otherwise formed under the laws of, or having its
chief executive office in, the United States of America, one of its States,
districts or possessions, (b) any real property or tangible personal
property, any property located within the United States of America, one of its
States, districts or possessions, and (c) any intangible personal
property, any property of a Person described in clause (a) hereof.


 


“Domestic
Assets Coverage Ratio” shall mean, as of any date of determination
thereof, the ratio of (a) Total Domestic Assets to (b) Consolidated Secured
Senior Debt, in each case, as of the end of the most recently completed fiscal
quarter.


 


“Funded Debt” shall
mean, with respect to any Person, all Debt of such Person which by its terms or
by the terms of any instrument or agreement relating thereto matures, or which
is otherwise payable or unpaid, one year or more from, or is directly or
indirectly renewable or extendible at the option of the obligor in respect
thereof to a date one year or more (including, without limitation, an option of
such obligor under a revolving credit or similar agreement obligating the
lender or lenders to extend credit over a period of one year or more) from, the
date of the creation thereof.


 


14

















 


“Investment Grade Rating”
shall mean a private letter rating in respect of each series of the Notes then
outstanding equal to or higher than (a) “BBB-” by Standard & Poor’s Ratings
Group, a Division of The McGraw-Hill Companies, Inc. or (b) “Baa3” by Moody’s
Investor Services, Inc.


 


“Net Cash Proceeds”
shall mean, with respect to any sale, transfer or other disposition of any
domestic asset (herein, an “Asset Sale”) by
the Company or any Restricted Subsidiary (including the sale, transfer or other
disposition of the headquarters facility of the Company located in Englewood,
Colorado), 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 Company or any
Restricted Subsidiary pursuant to such Asset Sale, net of (a) the direct costs
relating to such Asset Sale (including sales commissions and legal, accounting
and investment banking fees), (b) taxes paid or reasonably estimated by the
Company 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 (c) in
the case of the sale, transfer or other disposition of the headquarters
facility of the Company located in Englewood, Colorado, payments 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 by the Company in connection
with the financing of such headquarters facility.


 


“Permitted Payments”
is defined in Section 10.13.


 


“Ratable Portion”
for any Note shall mean an amount equal to the product of (a) the Net Cash
Proceeds of any sale, transfer or other disposition of assets of the Company or
any Restricted Subsidiary pursuant to Section 10.7(c) multiplied by (b) a
fraction, the numerator of which is the outstanding principal amount of such
Note and the denominator of which is the aggregate outstanding principal amount
of all Senior Debt secured by the Security Documents.


 


“Restricted Payments”
shall mean:


 


(a)           any
Distribution in respect of the Company or any Restricted Subsidiary (other than
on account of capital stock or other equity interests of a Restricted
Subsidiary of the Company owned legally and beneficially by the Company or a
Wholly-Owned Restricted Subsidiary), including, without limitation, any
Distribution resulting in the acquisition by the Company of Securities that
would constitute treasury stock; and


 


(b)           any
payment, repayment, redemption, retirement, repurchase or other acquisition,
direct or indirect, by the Company or any Restricted Subsidiary of, on account
of, or in respect of, the principal of any Subordinated Debt.


 


15

















 


For purposes of this Agreement, the amount of
any Restricted Payment made in property shall be the greater of (1) the Fair
Market Value of such property (as determined in good faith by the Board of
Directors of the Company) and (2) the net book value thereof on the books of
the Person making such Restricted Payment, in each case determined as of the
date such Restricted Payment is made.


 


 “Sale of Assets Prepayment Date” is defined in Section
8.7(a).


 


“Sale of
Assets Prepayment Event” is defined in Section 8.7(a).


 


“Security
Documents” shall mean each security agreement, pledge agreement,
account control agreement, mortgage and other agreements, documents and
instruments relating to, arising out of, or in any way connected with any of
the foregoing documents or granting to the Collateral Agent, for the benefit of
the holders of Notes and the Bank Lenders, Liens to secure, inter alia, this Agreement, the Subsidiary Guaranty
Agreement and the Notes, whether now or hereafter executed and/or filed, each
as the same may be amended from time to time hereafter in accordance with the
terms hereof.


 


“Total Domestic Assets”
shall mean, as of any date of determination, all domestic cash, all domestic
cash equivalents and all domestic accounts receivable of the Company and its
Restricted Subsidiaries at such time subject to the perfected, first priority
security interest of the Security Documents; provided
that, in determining “Total Domestic Assets,” domestic accounts receivable
shall be valued at their face value less reserves or accruals for uncollectible
accounts determined to be sufficient in accordance with GAAP at such time.


 


SECTION 3.        REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


Section 3.1.           In order to induce the Noteholders to
execute and deliver this Second Amendment (which representations shall
survive the execution and delivery of this Second Amendment), the Company
represents and warrants to the Noteholders that:


 


(a)           this
Second Amendment and the Amended and Restated Notes have been duly authorized,
executed and delivered by it and this Second Amendment and the Amended and
Restated Notes constitute the legal, valid and binding obligations, contracts
and agreements 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 Second Amendment,
constitutes the legal, valid and binding obligation, contract and agreement of
the Company enforceable against it in accordance with its terms, except as 


 


16

















 


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 Second Amendment and
the Amended and Restated Notes and performance by the Company of the terms of
the Original Note Purchase Agreement, as amended by this Second Amendment, and
the Amended and Restated Notes (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 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 3.1(c);


 


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


 


(e)           except
as disclosed on Schedule 3.1 to this Second Amendment, each of the
representations and warranties contained in Section 5 of the Original Note
Purchase Agreement (other than those contained in Sections 5.3 and 5.5) 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: provided that, any representation
or warranty that, by its terms speaks as of another specified date shall be
made as of such specified date.


 


SECTION 4         CONDITIONS TO
EFFECTIVENESS OF THIS SECOND AMENDMENT.


 


Section 4.1.           Upon satisfaction of each and
every one of the following conditions, this Second Amendment shall become
effective as of August 13, 2003 (the “Effective Date”):


 


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


 


(b)           the
Amended and Restated Notes, duly executed by the Company, shall have been
delivered to the appropriate Noteholders;


 


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


 


(d)           the
representations and warranties of the Company set forth in Section 3.1
hereof are true and correct on and with respect to the date hereof;


 


17

















 


(e)           the
Company shall have delivered to each Noteholder an Officer’s Certificate, dated
the Effective Date, certifying that the conditions specified in
Section 4.1(d) hereof have been fulfilled;


 


(f)            the
Company shall have delivered to each Noteholder a certificate certifying as to
the resolutions attached thereto and other proceedings relating to the
authorization, execution and delivery of this Second Amendment, the Amended and
Restated Notes, the Intercreditor Agreement, and the Security Documents;


 


(g)           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 Second Amendment and otherwise in form and
substance reasonably satisfactory to the holders of Notes;


 


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


 


(i)            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 Second Amendment.


 


SECTION 5         MISCELLANEOUS.


 


Section 5.1.           This Second 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 Second
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 5.2.           Any and all notices, requests,
certificates and other instruments executed and delivered after the execution
and delivery of this Second Amendment may refer to the Original Note Purchase
Agreement or the Notes without making specific reference to this Second
Amendment but nevertheless all such references shall include this Second
Amendment unless the context otherwise requires.


 


Section 5.3.           The descriptive headings of
the various Sections or parts of this Second Amendment are for convenience only
and shall not affect the meaning or construction of any of the provisions
hereof.


 


Section 5.4.           This Second 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,


 


18

















 


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]


 


19

















 


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

  	
   

  



 


20

















 


The foregoing is hereby agreed


to as of the date first written
above.


 


	
   

  	
  THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  FORT
  DEARBORN LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Guardian
  Investor Services LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
							



 


21

















 


	
   

  	
  NATIONWIDE LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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:

  
							



 


22

















 


Each undersigned Subsidiary
Guarantor hereby (i) consents, acknowledges and agrees to the foregoing Waiver
and Second Amendment to Note Purchase Agreement, (ii) reaffirms its obligations
under the Subsidiary Guaranty Agreement dated as of November 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 Waiver and Second 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 (PARCEL CUSTOMER SUPPORT), INC.

  
	
   

  	
  TELETECH FACILITIES MANAGEMENT (POSTAL CUSTOMER SUPPORT), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (CALIFORNIA), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (TELECOMMUNICATIONS), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT,

  INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT

  (WEST VIRGINIA), INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title

  



 


24

















 


FEE SCHEDULE


 


	
  The Northwestern Mutual Life Insurance
  Company

  	
   

  	
  $

  	
  67,500

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  7,500

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  7,500

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  7,500

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  7,500

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  7,500

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  2,500

  	
   

  
	
  Connecticut General Life Insurance Company

  	
   

  	
  $

  	
  2,500

  	
   

  
	
  Life Insurance Company of North America

  	
   

  	
  $

  	
  7,500

  	
   

  
	
  The Guardian Life Insurance Company of
  America

  	
   

  	
  $

  	
  12,500

  	
   

  
	
  The Guardian Life Insurance Company of
  America

  	
   

  	
  $

  	
  12,500

  	
   

  
	
  The Guardian Life Insurance Company of
  America

  	
   

  	
  $

  	
  12,500

  	
   

  
	
  The Guardian Insurance & Annuity
  Company, Inc.

  	
   

  	
  $

  	
  3,750

  	
   

  
	
  Fort Dearborn Life Insurance Company

  	
   

  	
  $

  	
  2,500

  	
   

  
	
  Fort Dearborn Life Insurance Company

  	
   

  	
  $

  	
  1,250

  	
   

  
	
  Nationwide Life Insurance Company

  	
   

  	
  $

  	
  17,500

  	
   

  
	
  Nationwide Life and Annuity Insurance
  Company

  	
   

  	
  $

  	
  7,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  187,500

  	
   

  



 


 


SCHEDULE 1


(to Waiver and Second Amendment to Note Purchase Agreement)


 

















 


MODIFICATIONS TO REPRESENTATIONS


 


The following schedules to the Note Purchase
Agreement are modified as indicated below for the purpose of the representation
contained in Section 3.1(e) of this Waiver and Second Amendment:


 


SCHEDULE
5.4: SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK, OFFICERS
AND DIRECTORS


 


Is replaced in its entirety by
the attached list.


 


SCHEDULE
5.8: CERTAIN LITIGATION


 


Schedule
5.8 of the Original Note Purchase Agreement shall be deemed to include all
matters referred to in Section 5.8 of the Original Note Purchase Agreement that
have been disclosed in, or incorporated by reference to, any Annual Report on
Form 10-K or Quarterly Report on Form 10-Q filed by the Company with the
Securities and Exchange Commission (“SEC”) since October 30, 2001, and
the following matters:


 


Alejandro Daniel Guelman v. TeleTech
Holdings, Inc., TeleTech Argentina S.A. and Connect S.A.


 


On or about March 27, 2003 Alejandro Daniel
Guelman sued the Company alleging that the Company violated Argentinean labor
and employment laws and breached a contract with him in connection with his
departure from the Company.  He is
claiming damages in the amount of approximately $2,200,000.00.   The Company is in the process of
investigating the merits of these claims and filing an answer to the
lawsuit.  At this time, the Company is
unable to evaluate the probability of a favorable or an unfavorable outcome.


 


Potential Sales or Use Tax Liabilities


 


The Company is in the process of determining whether it may incur sales
or use tax liability in several States. 
Three States have also commenced audits of the Company’s records to determine
if any sales or use taxes are owed to those States.  Additionally, the Company has entered into two voluntary
disclosure agreements with another State under which the Company has agreed to
pay unpaid sales or use tax liabilities from April 1, 1999 through June 30,
2003.  Due to the fact that the Company
has not developed sufficient information at this time to determine whether and
to what extent the Company may face any sales or use tax liability in any particular
State, the


 


SCHEDULE 3.1


(to Waiver and Second Amendment to Note Purchase Agreement)


 

















 


Company is
unable to evaluate the possibility of a favorable or unfavorable outcome in
this matter.


 


SECTION 5.10 of the Original Note Purchase Agreement shall be
deemed (1) to refer to the balance sheet contained in the Company’s Form 10-Q
for the quarter ended March 31, 2003 and (2) to be amended to reflect the fact
that the process of recording title to the Company’s headquarters facility is
not yet complete.


 


SCHEDULE
5.15 :EXISTING DEBT


 


Is amended and restated in its
entirety to reflect the following, as of June 30, 2003:


 


	
  Description

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
  ($ Thousands)

  	
   

  
	
  7.00% Senior Notes, Series A

  	
   

  	
  $

  	
  60,000

  	
   

  
	
  7.40% Senior Notes, Series B

  	
   

  	
  15,000

  	
   

  
	
  Outstanding balance, Credit Agreement

  	
   

  	
  39,000

  	
   

  
	
  Capital Leases

  	
   

  	
  2,047

  	
   

  
	
  Other long-term debt

  	
   

  	
  1,705

  	
   

  
	
   

  	
   

  	
  $

  	
  117,752

  	
   

  
						



 


Liens


 


	
  Ameritech
  Credit Corp.

  	
  Cisco
  Smartnet Maintenance Agreement with SBC Datacom. Lease no. 2906100-001. Filed
  in the State of Delaware.

  



 


In
addition, Schedule 5.15 shall be deemed to include a reference to the
concurrent default under, and waiver and amendment of, the Company’s Revolving
Credit Facility.


 


SCHEDULE
5.19: EXISTING INVESTMENTS


 


Is amended and restated in its
entirety to reflect the following investments existing as of June 30, 2003


 


	
  Investment

  	
   

  	
  Ownership

  	
   

  	
  State/Country

  	
   

  
	
  Percepta LLC

  	
   

  	
  55

  	
  %

  	
  Delaware

  	
   

  
	
  Proyectar-Connect

  	
   

  	
  49

  	
  %

  	
  Uruguay

  	
   

  
	
  TeleTech-Iberphone JV

  	
   

  	
  50

  	
  %

  	
  Spain

  	
   

  
	
  TeleTech - Digitex JV

  	
   

  	
  50

  	
  %

  	
  Spain

  	
   

  
	
  TeleTech CMT

  	
   

  	
  75

  	
  %

  	
  Spain

  	
   

  
	
  TeleTech Telecyl

  	
   

  	
  91.5

  	
  %

  	
  Spain (through TeleTech CMT)

  	
   

  



 


3.1-2

















 


FORM OF AMENDED AND
RESTATED RESET RATE SERIES A NOTE


 


TELETECH
HOLDINGS, INC.


 


AMENDED AND
RESTATED RESET RATE SENIOR SECURED NOTE,

SERIES A, DUE OCTOBER 31, 2008


 


	
  No. RA-       

  	
   

  	
                   ,
  20      

  
	
  $                   

  	
   

  	
  PPN

  



 


FOR VALUE RECEIVED, the undersigned, TELETECH
HOLDINGS, INC. (herein called the “Company”), a corporation organized and
existing under the laws of the State of Delaware, hereby promises to pay to
                               ,
or registered assigns, the principal sum of                                    
DOLLARS on October 31, 2008, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at
the Series A Applicable Rate (as hereinafter defined) from the date hereof,
payable semiannually, on the last day of April and October in each year,
commencing on first such date next succeeding the date hereof, until the
principal hereof shall have become due and payable and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount (as defined in the Note Purchase Agreement referred to
below), payable semiannually as aforesaid (or, at the option of the registered
holder hereof, on demand), at a rate per annum from time to time equal to the
greater of (1) 2% over the then applicable Series A Applicable Rate or
(2) 2% over the rate of interest publicly announced by Bank of America
from time to time in New York, New York as its “reference rate.”  “Series A
Applicable Rate” shall mean (i) 7.00% per annum from the date of
this Note to but excluding August
              ,
2003, (ii) 8.75% per annum for the period from and including August
              ,
2003 to but excluding the day on which each holder of a Series A Note (as
hereinafter defined) receives an Officer’s Certificate (as defined in the Note
Purchase Agreement referred to below) certifying that the Company has received
an Investment Grade Rating (as defined in the Note Purchase Agreement referred
to below) and (iii) thereafter, 7.00% per annum.


 


Payments of principal of, interest on and any
Make-Whole Amount with respect to this Note are to be made in lawful money of
the United States of America at the principal office of Bank of America in New
York, New York or at such other place as the Company shall have designated by
written notice to the holder of this Note as provided in the Note Purchase
Agreement referred to below.


 


This Note is one of the Amended and Restated
Reset Rate Senior Secured Notes, Series A (the “Series A Notes”) issued
pursuant to the Waiver and Second Amendment dated as of August 1, 2003 (the “Second Amendment”) to Note Purchase
Agreement, dated as of October 1, 2001 (as amended to the date hereof and
as further amended from time to time, the “Note Purchase Agreement”), between the
Company and the Purchasers named therein and is entitled to the benefits thereof.  Each holder of this Note will be deemed, by
its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 20 of the Note 


 


EXHIBIT 1(a)


(to Waiver and Second Amendment to Note
Purchase Agreement)


 

















 


Purchase Agreement and (ii) to have made the representation set
forth in Section 6.2 of the Note Purchase Agreement.


 


This Note is a registered Note and, as
provided in the Note Purchase Agreement, upon surrender of this Note for
registration of transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or such holder’s
attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to the
contrary.


 


The Company will make required prepayments of
principal on the dates and in the amounts specified in the Note Purchase
Agreement.  This Note is also subject to
optional prepayment, in whole or from time to time in part, at the times and on
the terms specified in the Note Purchase Agreement, but not otherwise.


 


If an Event of Default, as defined in the
Note Purchase Agreement, occurs and is continuing, the principal of this Note
may be declared or otherwise become due and payable in the manner, at the
price, including any applicable Make-Whole Amount, and with the effect provided
in the Note Purchase Agreement.


 


This Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws
of the State of New York 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.


 


	
   

  	
  TELETECH
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


E-1(a)-2

















 


FORM OF AMENDED AND
RESTATED RESET RATE SERIES B NOTE


 


TELETECH
HOLDINGS, INC.


 


AMENDED AND
RESTATED RESET RATE SENIOR SECURED NOTE,

SERIES B, DUE OCTOBER 31, 2011


 


	
  No. RB-       

  	
   

  	
                   ,
  20      

  
	
  $                   

  	
   

  	
  PPN

  



 


FOR VALUE RECEIVED, the undersigned, TELETECH
HOLDINGS, INC. (herein called the “Company”), a corporation organized and
existing under the laws of the State of Delaware, hereby promises to pay to
                                  ,
or registered assigns, the principal sum
of                                  DOLLARS
on October 31, 2011, with interest (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid balance thereof at the
Series B Applicable Rate (as hereinafter defined) from the date hereof,
payable semiannually, on the last day of April and October in each year,
commencing on first such date next succeeding the date hereof, until the
principal hereof shall have become due and payable and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount (as defined in the Note Purchase Agreement referred to
below), payable semiannually as aforesaid (or, at the option of the registered
holder hereof, on demand), at a rate per annum from time to time equal to the
greater of (1) 2% over the then applicable Series B Applicable Rate or
(2) 2% over the rate of interest publicly announced by Bank of America
from time to time in New York, New York as its “reference rate.”  “Series B
Applicable Rate” shall mean (i) 7.40% per annum from the date of
this Note to but excluding August
         , 2003, (ii) 9.15% per
annum for the period from and including August
           , 2003 to but
excluding the day on which each holder of a Series B Note (as hereinafter
defined) receives an Officer’s Certificate (as defined in the Note Purchase
Agreement referred to below) certifying that the Company has received an
Investment Grade Rating (as defined in the Note Purchase Agreement referred to
below) and (iii) thereafter, 7.40% per annum.


 


Payments of principal of, interest on and any
Make-Whole Amount with respect to this Note are to be made in lawful money of the
United States of America at the principal office of Bank of America in New
York, New York or at such other place as the Company shall have designated by
written notice to the holder of this Note as provided in the Note Purchase
Agreement referred to below.


 


This Note is one of the Amended and Restated
Reset Rate Senior Secured Notes, Series B (the “Series B Notes”) issued
pursuant to the Waiver and Second Amendment dated as of August 1, 2003 (the “Second Amendment”) to Note Purchase
Agreement, dated as of October 1, 2001 (as amended to the date hereof and
as further amended from time to time, the “Note Purchase Agreement”), between the
Company and the Purchasers named therein and is entitled 


 


EXHIBIT 1(b)


(to Waiver and Second Amendment to Note
Purchase Agreement)


 

















 


to the benefits thereof.  Each
holder of this Note will be deemed, by its acceptance hereof, (i) to have
agreed to the confidentiality provisions set forth in Section 20 of the
Note Purchase Agreement and (ii) to have made the representation set forth
in Section 6.2 of the Note Purchase Agreement.


 


This Note is a registered Note and, as
provided in the Note Purchase Agreement, upon surrender of this Note for
registration of transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed, by the registered holder hereof or such holder’s
attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to the
contrary.


 


The Company will make required prepayments of
principal on the dates and in the amounts specified in the Note Purchase
Agreement.  This Note is also subject to
optional prepayment, in whole or from time to time in part, at the times and on
the terms specified in the Note Purchase Agreement, but not otherwise.


 


If an Event of Default, as defined in the
Note Purchase Agreement, occurs and is continuing, the principal of this Note
may be declared or otherwise become due and payable in the manner, at the
price, including any applicable Make-Whole Amount, and with the effect provided
in the Note Purchase Agreement.


 


This Note shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws
of the State of New York 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.


 


	
   

  	
  TELETECH
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


E-1(b)-2