Exhibit 10.32


 


FIRST AMENDMENT AND WAIVER 


 


THIS FIRST
AMENDMENT AND WAIVER dated as of February 10, 2003 (this “Amendment”) is
executed in connection with the Credit Agreement dated as of October 29, 2002
(the “Credit Agreement”) among TeleTech Holdings, Inc. (the “Company”),
various financial institutions (the “Lenders”) and Bank of America,
N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms defined in the Credit
Agreement are, unless otherwise defined herein or the context otherwise
requires, used herein as defined therein.


 


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


 


NOW, THEREFORE, the parties hereto agree as follows:


 


SECTION 1  Amendments.  Subject to the satisfaction of the applicable conditions
precedent set forth in Section 4, the Credit Agreement shall be amended
as set forth below.


 


1.1  Definition of Consolidated EBITDAR.  The definition of “Consolidated EBITDAR” shall
be amended in its entirety to read as follows:


 


“Consolidated EBITDAR” means, for any period, Consolidated Net
Income for such period plus (a) to the extent deducted in calculating
such Consolidated Net Income (but without duplication) (i) Consolidated
Interest Charges, (ii) all accrued taxes on or measured by income, (iii) all
amounts treated as expenses for depreciation and the amortization of
intangibles of any kind, (iv) all non-cash charges resulting from the expensing
of stock options by the Company or any Subsidiary, (v) all non-cash charges
resulting from the application of SFAS 142, (vi) all non-cash, non-recurring
impairment charges (but not more than $35,000,000) incurred in the fiscal
quarter ended December 31, 2002 resulting from the application of SFAS 144,
(vii) Rental Expense and (viii) interest payments made in respect of Synthetic
Lease Obligations plus/minus (b) to the extent included in calculating
such Consolidated Net Income, all non-cash, non-recurring losses/gains
resulting directly from or incurred directly as a consequence of the sale or
closure of any operating facility by the Borrower or any Subsidiary.


 


1.2  Prepayment Limitations.  Section 7.11 shall be amended by adding a
semi-colon followed by the following language immediately before the period at
the end thereof:


 


provided that, so long as no Default exists or
would result therefrom (other than a Default arising under Section 8.01(e)
solely as a result of a breach of Section 9.2(b) or 9.2(c) of the Participation
Agreement referred to below for the fiscal quarter ended December 31, 2002),
the Company and Teletech Services Corporation (“TSC”) may prepay all
(but not less than all) of their respective obligations under the Participation
Agreement dated as of December 27, 2000 among TSC, the Company, State Street
Bank and Trust Company of Connecticut, National Association, as Certificate
Trustee, various financial institutions and Wells Fargo Bank Northwest, N. A.,
as Administrative Agent, and under the “Operative Documents” referred to in
such Participation Agreement.


 

















 


SECTION 2            Waiver.  Subject to the satisfaction of the
conditions precedent set forth in Section 4(b), the Required Lenders
waive any Default arising from the failure of the Company to comply with
Section 7.10(b) (Minimum Fixed Charge Coverage Covenant) of the Credit
Agreement for the Computation Period ending December 31, 2002.


 


SECTION 3            Representations and Warranties.  The Company represents and warrants to the
Administrative Agent and the Lenders that, after giving effect to the
effectiveness of the amendment set forth in Section 1 above or the
effectiveness of any waiver set forth in Section 2 above with respect to
the Computation Period ending December 31, 2002, (a) each warranty set forth in
Article 5 of the Credit Agreement is true and correct as of the date of the
execution and delivery of this Amendment by the Company, with the same effect
as if made on such date, and (b) no Default exists.


 


SECTION 4            Effectiveness.


 


(a)           The amendment set forth in Section
1.1 shall become effective on the date on which the Administrative Agent
has received (i) counterparts of this Amendment executed by the Company and the
Required Lenders, (ii) amendments, consistent with the amendment set forth in Section
1.1 and otherwise in form and substance reasonably acceptable to the
Administrative Agent, executed by (x) the requisite holders of the Senior
Notes, (y) the requisite lenders and certificate holders under the agreements
governing the existing Synthetic Lease of property in Englewood, Colorado (the
“Colorado Synthetic Lease”), except that no such amendment shall be
required if all obligations of the Borrower and its Subsidiaries in respect of
the Colorado Synthetic Lease have been (or concurrently with the effectiveness
hereof will be) paid, and (z) the requisite purchasers/lenders in respect of
any other Indebtedness having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all creditors
under any combined or syndicated credit arrangement) of more than the Threshold
Amount (the Indebtedness and other obligations described in clauses (x),
(y) and (z), collectively, “Material Debt”) and (iii) a
Confirmation, substantially in the form of Exhibit A, signed by each
Guarantor.


 


(b)           If the amendment set forth in Section
1 has not yet become effective, then the waiver set forth in Section 2
shall become effective on the date on which the Administrative Agent has
received (i) counterparts of this Amendment executed by the Company and the
Required Lenders, (ii) a copy of an amendment meeting the requirements of Section
4(a)(ii)(x) or of a waiver consistent with the waiver set forth in Section
2 signed by the requisite holders of the Senior Notes, (iii) a copy of a
written waiver signed by the requisite lenders and certificate holders under
the agreements governing the Colorado Synthetic Lease waiving the provisions of
Sections 9.2(b) and 9.2(c) of the Participation Agreement related to the
Colorado Synthetic Lease for any fiscal quarter ending on or prior to December
31, 2002, (iii) copies of written amendments meeting the requirements of Section
4(a)(ii)(z) and/or of written waivers consistent with Section 2
signed by the requisite purchasers/lenders in respect of all other Material
Debt and (iv) a Confirmation, substantially in the form of Exhibit A,
signed by each Guarantor and dated as of the latest date of such waivers.


 

















 


(c)           The amendment set forth in Section
1.2 shall become effective on the date on which the amendment set forth in Section
1, or the waiver set forth in Section 2, has become effective
(whichever occurs first).


 


SECTION 5            Miscellaneous.


 


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


 


5.2           Counterparts.  This Amendment may be executed in any number
of counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.


 


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


 


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


 

















 


Delivered as of the day and year first above written.


 


	
   

  	
  TELETECH HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
					



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CIBC INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
					



 

















 


	
   

  	
  KEY CORPORATE CAPITAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
  Title

  	
   

  
					



 

















 


EXHIBIT A


 


CONFIRMATION


 


Dated as of
        , 2003


 


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


 


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


 


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


 


 


	
   

  	
  TELETECH SERVICES CORPORATION

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT

  (COLORADO), INC.

  
	
   

  	
  TELETECH FACILITIES MANAGEMENT (PARCEL

  CUSTOMER SUPPORT), INC.

  
	
   

  	
  TELETECH FACILITIES MANAGEMENT (POSTAL

  CUSTOMER SUPPORT), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT

  (TELECOMMUNICATIONS), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT

  (CALIFORNIA), INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT (WEST

  VIRGINIA) INC.

  
	
   

  	
  TELETECH CUSTOMER CARE MANAGEMENT

  (PENNSYLVANIA), LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name Printed:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


	
   

  	
  NEWGEN RESULTS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name Printed:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TELETECH CUSTOMER SERVICES, INC.

  
	
   

  	
  TTEC NEVADA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name Printed:

  	
   

  	
   

  
	
   

  	
  Title: