Exhibit 10.34


 


October 24, 2003


 


TeleTech Holdings, Inc.


9197 Peoria Street


Englewood, CO  80112


 


Re:          Third Amendment and Agreement


 


Ladies/Gentlemen:


 


Please refer
to the Credit Agreement dated as of October 29, 2002 (as previously amended,
the “Credit Agreement”) among TeleTech Holdings, Inc. (the “Borrower”),
various financial institutions (the “Lenders”) and Bank of America, N.A.
(“Bank of America”), 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.


 


Pursuant to
the Second Amendment to the Credit Agreement, the Borrower agreed to grant, and
to cause each Guarantor to grant, liens and security interests on the
Borrower’s headquarters facility and in all personal property of the Borrower
and such Guarantor (the “Collateral”) to Bank of America, in its
capacity as collateral agent (in such capacity, the “Collateral Agent”).  In connection with the taking of such
collateral, the Collateral Agent, the holders of the Senior Notes and the
Administrative Agent intend to enter into an intercreditor agreement
substantially in the form distributed to the Lenders on or about the date of
this letter agreement (the “Intercreditor Agreement”).


 


The Lenders:


 


(a)           authorize (i) the Administrative Agent
to enter into the Intercreditor Agreement on behalf of the Lenders (including
on behalf of any Lender or any Affiliate thereof as a Cash Management Bank or
as a holder of Hedging Obligations (as defined in the Intercreditor Agreement))
and to execute and deliver such documents as may reasonably be required or
appropriate in connection therewith and (ii) Bank of America to act as
Collateral Agent on behalf of the Lenders and various other creditors under the
Intercreditor Agreement;


 


(b)           acknowledge that (i) the Collateral
Agent will file a deed of trust with respect to the Borrower’s headquarters
facility and Uniform Commercial Code financing statements with respect to the
personal property of the Borrower and the Guarantors, (ii) except as expressly
set forth in clause (iii) below, the Collateral Agent will use
reasonable efforts to obtain an account control agreement with respect to each
deposit account (other than deposit accounts maintained outside the United
States and payroll accounts) maintained by the Company or any Guarantor and
(iii) unless the Required Lenders or the Required Noteholders (as defined in
the Intercreditor Agreement) so request during the existence of an Event of
Default (as defined in the Intercreditor Agreement), the Collateral Agent will
not be required to take any other action to perfect its security interest in
the Collateral or to notify third parties of such security interest (including,
without limitation, noting the Collateral Agent’s lien on certificates of
title, filing leasehold mortgages, filing against intellectual property with
the Patent and Trademark Office, filing fixture financing statements, filing
against Collateral maintained outside the United States,


 

















 


obtaining landlord waivers,
obtaining blocked account or control agreements from Wells Fargo Bank National
Association or Silicon Valley Bank or any similar action); and


 


(c)           acknowledge and agree that, notwithstanding
any provision in any Financing Agreement (as defined in the Intercreditor
Agreement) to the contrary, (i) none of the Borrower or any Guarantor makes any
representation or warranty as to the creation, perfection or enforceability of
any security interest in or lien on any personal property not covered by the
Uniform Commercial Code as in effect from time to time in the State of New York
(the “UCC”) (or, solely with respect to perfection, as to which a security
interest may not be perfected by central filing in accordance with Section
9-501(a)(2) of the UCC) or any real property other than the Borrower’s
headquarters facility (the “Initial Collateral”); and (ii) so long as no Event
of Default exists, neither the Borrower nor any Guarantor shall have any
obligation to take any action (x) to create or perfect any security interest in
or lien on any personal property other than the Initial Collateral or (y) of
the types described in the parenthetical clause at the end of clause (b)
above; it being understood that prior to request by the Required Lenders or the
Required Noteholders (as defined in the Intercreditor Agreement) during the
existence of an Event of Default (as defined in the Intercreditor Agreement),
the sole obligation of the Borrower and each Guarantor with respect to the
creation and perfection of security interests in and liens on Collateral shall
be (i) to take all actions necessary to create, perfect and maintain security
interests in all personal property of such Person in which a security interest
may be perfected by the central filing of a financing statement under the
applicable Uniform Commercial Code, (ii) to grant the Collateral Agent
“control” over all deposit accounts (other than deposit accounts maintained
outside the United States and payroll accounts) and investment property of such
Person (except for existing accounts at Wells Fargo Bank National Association
and Silicon Valley Bank, which will be closed no later than January 31, 2004,
and securities accounts maintained outside the United States), (iii) in the
case of TeleTech Services Corporation, to create and perfect a lien on the
Company’s headquarters facility and (iv) to take such other actions as the
Collateral Agent may reasonably request from time to time in furtherance of the
foregoing.


 


The Lenders
and the Borrower agree that Section 8.01 of the Credit Agreement is amended by
(i) redesignating clause “(m)” as clause “(n)” and (ii) inserting the following
new clause (m) in appropriate sequence:


 


(m)          Invalidity of Collateral
Documents.  Any Collateral Document
shall cease to be in full force and effect with respect to the Borrower or any
applicable Guarantor (unless, in the case of a Guarantor, such Guarantor is
released from its obligations thereunder in accordance with the terms of the
Intercreditor Agreement); the Borrower or any Guarantor shall fail (subject to
any applicable grace period) to comply with or to perform any applicable
provision of any Collateral Document to which such entity is a party; or the
Borrower or any Guarantor (or any Person by, through or on behalf of the
Borrower or such Guarantor) shall contest in any manner the validity, binding
nature or enforceability of any Collateral Document.


 


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 letter agreement, 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.


 


This letter
agreement 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 letter agreement.


 


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This letter
agreement 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.


 


 


	
   

  	
  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

  	
   

  	
   

  
						



 


ACKNOWLEDGED AND AGREED:


 


TELETECH HOLDINGS, INC.


 


 


	
  By

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  
						



 

















 


ACKNOWLEDGED AND AGREED:


 


TeleTech Services Corporation


TeleTech Customer Care Management

(Colorado), Inc.


TeleTech Facilities Management

(Postal Customer Support), Inc.


TeleTech Customer Care Management

(Telecommunications), Inc.


TeleTech Customer Care Management

(California), Inc.


TeleTech Customer Care Management

(Pennsylvania), LLC


Carabunga.com, Inc.


TELETECH FINANCIAL SERVICES MANAGEMENT, LLC


TELETECH CUSTOMER CARE MANAGEMENT

(TEXAS), INC.


TELETECH INTERNATIONAL HOLDINGS, INC.


TELETECH SOUTH AMERICA HOLDINGS, INC.


T-TEC LABS, INC.


 


 


	
  By 

  	
   

  	
   

  
	
  Name Printed 

  	
   

  	
   

  
	
  Title 

  	
   

  	
   

  
	
   

  
	
   

  
	
  NEWGEN RESULTS CORPORATION

  
	
   

  
	
   

  
	
  By: 

  	
   

  	
   

  
	
  Name Printed: 

  	
   

  	
   

  
	
  Title: 

  	
   

  	
   

  
	
   

  
	
   

  
	
  TELETECH CUSTOMER SERVICES, INC.

  
	
  TTEC NEVADA, INC.

  
	
   

  
	
   

  
	
  By: 

  	
   

  	
   

  
	
  Name Printed: 

  	
   

  	
   

  
	
  Title: