Exhibit
10.36


 


PLEDGE AGREEMENT


 


THIS PLEDGE AGREEMENT (this “Agreement”)
dated as of October 24, 2003 is among TELETECH HOLDINGS, INC., a Delaware
corporation (the “Company”), each subsidiary of the Company listed on
the signature pages hereof, such other subsidiaries of the Company as from time
to time become parties hereto (collectively, including the Company, the “Pledgors”
and each individually a “Pledgor”) and BANK OF AMERICA, N.A. (“Bank
of America”), in its capacity as collateral agent (in such capacity, the “Collateral
Agent”) under the Intercreditor Agreement referred to below.


 


W  I
T  N  E  S  S  E  T  H:


 


WHEREAS, the Company, various financial
institutions (the “Lenders”) and Bank of America, as administrative
agent (in such capacity, the “Administrative Agent”), have entered into
a Credit Agreement dated as of October 29, 2002 (as amended, restated or
otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, the Company is a party to a Note
Agreement dated as of October 1, 2001 (as amended by the First Amendment to
Note Purchase Agreement dated as of February 1, 2003, the Waiver and Second
Amendment to Note Purchase Agreement dated as of August 1, 2003 and the Third
Amendment to Note Purchase Agreement dated as of September 30, 2003, and as
further amended, restated or otherwise modified from time to time, the “Note
Agreement”) with each of the purchasers listed on Schedule A thereto (the “Purchasers”;
the Purchasers together with each other holder of a Note (as defined in the
Intercreditor Agreement referred to below), collectively, the “Noteholders”
and individually each a “Noteholder”);


 


WHEREAS, each of the Pledgors (other than the
Company) has guaranteed all obligations of the Company under the Credit
Agreement, the Note Agreement and certain other financing arrangements;


 


WHEREAS, pursuant to an Intercreditor
Agreement dated as of the date hereof (as amended, restated or otherwise
modified from time to time, the “Intercreditor Agreement”), the
Administrative Agent, on behalf of itself and the Lenders, the Purchasers and
the Collateral Agent have agreed that (i) the Benefited Obligations (as defined
in the Intercreditor Agreement) shall be secured and guaranteed pari passu and (ii) Bank of America shall
act as collateral agent for the Benefited Parties (as defined in the
Intercreditor Agreement); and


 


WHEREAS, the Benefited Obligations of each
Pledgor are to be secured pursuant to this Agreement;


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.  Definitions.  When used herein, (a) the terms Benefited
Obligations, Benefited Parties, Event of Default, Financing
Agreement, Note and Person shall have the respective meanings
assigned thereto in the Intercreditor Agreement; (b) references to agreements
(including this Agreement) and other contractual instruments shall be deemed to
include all subsequent amendments and other modifications thereto, but only to
the extent such amendments and other


 

















 


modifications are not
prohibited by the terms of any Financing Agreement; and (c) the following terms
have the following meanings (such meanings to be applicable to both the
singular and plural forms of such terms):


 


Administrative
Agent - see the Recitals.


 


Agreement - see the Preamble.


 


Bank
of America - see the Preamble.


 


Collateral - see Section 2.


 


Collateral
Agent - see the Preamble.


 


Company - see the Preamble.


 


Credit
Agreement - see the Recitals.


 


Default means the occurrence of any of the following
events: (a) any Unmatured Event of Default under Section 8.01 (f) or (g) of the
Credit Agreement or Section 11(i) or (j) of the Note Agreement or (b) any Event
of Default.


 


Intercreditor
Agreement - see the Recitals.


 


Issuer means the issuer of any of the shares of
stock or other securities representing all or any portion of the Collateral.


 


Lenders - see the Recitals.


 


Liabilities means, as to each Pledgor, all Benefited
Obligations of such Pledgor.


 


Note Agreement
- see the Recitals.


 


Noteholders -
see the Recitals.


 


Pledgor - see
the Preamble.


 


Unmatured Event of Default means any event which if it continues
uncured will, with lapse of time or notice or both, constitute an Event of
Default.


 


2.             Pledge.  As
security for the payment of all Liabilities, each Pledgor hereby pledges to the
Collateral Agent for the benefit of the Benefited Parties, and grants to the
Collateral Agent for the benefit of the Benefited Parties a continuing security
interest in, all of the following:


 


A.            All of the shares of stock or other
securities set forth under such Pledgor’s name on Schedule I hereto, all
of the certificates and/or instruments representing such shares of stock and
other securities, and all cash, securities, dividends, rights and other


 


2

















 


property
at any time and from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of such shares or other securities;


 


B.            All additional shares of stock of any of the
Issuers listed in Schedule I hereto at any time and from time to time
acquired by such Pledger in any manner, all of the certificates representing
such additional shares, and all cash, securities, dividends, rights and other
property at any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares;


 


C.            All other property hereafter delivered to the
Collateral Agent in substitution for or in addition to any of the foregoing,
all certificates and instruments representing or evidencing such property, and
all cash, securities, interest, dividends, rights and other property at any
time and from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all thereof; and


 


D.            All products and proceeds of all of the
foregoing.


 


All of the foregoing are
herein collectively called the “Collateral”.


 


Each Pledgor agrees to deliver to the
Collateral Agent, promptly upon receipt and in due form for transfer (i.e.,
endorsed in blank or accompanied by stock or bond powers executed in blank),
any Collateral (other than dividends which such Pledgor is entitled to receive
and retain pursuant to Section 5 hereof) which may at any time or from
time to time be in or come into the possession or control of such Pledgor; and
prior to the delivery thereof to the Collateral Agent, such Collateral shall be
held by such Pledgor separate and apart from its other property and in express
trust for the Collateral Agent and for the benefit of the Benefited Parties.


 


3.             Warranties;
Further Assurances.  Each Pledgor warrants to the Collateral
Agent for the benefit of each Benefited Party that: (a) such Pledgor is (or at
the time of any future delivery, pledge, assignment or transfer thereof will
be) the legal and equitable owner of such Pledgor’s Collateral free and clear
of all liens, security interests and encumbrances of every description
whatsoever other than the security interest hereunder; (b) the pledge and
delivery of such Pledgor’s Collateral to the Collateral Agent pursuant to this
Agreement will create a valid first priority perfected security interest in
such Collateral in favor of the Collateral Agent for the benefit of the
Benefited Parties; (c) all shares of stock or other securities pledged by such
Pledgor referred to in Schedule I hereto are duly authorized, validly
issued, fully paid and non assessable; (d) as to each Issuer whose name appears
in Schedule I hereto, such Pledgor’s Collateral represents on the date
hereof not less than the applicable percentage (as shown in Schedule I
hereto) of the total shares of capital stock issued and outstanding of such
Issuer; and (e) the information contained in Schedule I hereto with
respect to such Pledgor is true and accurate in all respects.


 


So long as any of the Liabilities shall be
outstanding or any commitment shall exist on the part of any Benefited Party
with respect to the creation of any Liabilities, each Pledgor (i) shall deliver
such financing statements and other documents (and pay the costs of filing and
recording the same in all public offices reasonably deemed necessary or
appropriate by the Collateral Agent) and do such other acts and things, all as
the Collateral Agent may from time to


 


3

















 


time
reasonably request, to establish and maintain avalid, perfected security interest in the Collateral (free of all
other liens, claims and rights of third parties whatsoever, other than the
security interest hereunder) to secure the performance and payment of the
Liabilities; (ii) will execute and deliver to the Collateral Agent such stock
powers and similar documents relating to such Pledgor’s Collateral,
satisfactory in form and substance to the Collateral Agent, as the Collateral
Agent may reasonably request; and (iii) will furnish each Benefited Party such
information concerning such Pledgor’s Collateral as such Benefited Party may
from time to time reasonably request, and will permit any Benefited Party or
any designee of a Benefited Party, from time to time at reasonable times and on
reasonable notice, to inspect, audit and make copies of and extracts from all
records and other papers in the possession of such Pledgor which pertain to the
Collateral, and will, upon the reasonable request of the Collateral Agent,
deliver to the Collateral Agent all of such records and papers.


 


4.              Holding in Name of Collateral Agent, etc.  The
Collateral Agent may from time to time during the existence of a Default,
without notice to any Pledgor, take all or any of the following actions: (a)
transfer all or any part of such Pledgor’s Collateral into the name of the
Collateral Agent or any nominee or sub-agent for the Collateral Agent, with or
without disclosing that such Collateral is subject to the lien and security
interest hereunder; (b) notify the parties obligated on any of the Collateral
to make payment to the Collateral Agent of any amounts due or to become due
thereunder; (c) endorse any checks, drafts or other writings in the name of the
applicable Pledgor to allow collection of the Collateral; (d) enforce
collection of any of the Collateral by suit or otherwise, and surrender,
release or exchange all or any part thereof, or compromise or renew for any
period (whether or not longer than the original period) any obligation of any
nature of any party with respect thereto; and (e) take control of any proceeds
of the Collateral. The Collateral Agent may at any time and from time to time
appoint one or more sub-agents or nominees for the purpose of retaining
physical possession of the Collateral.


 


5.              Voting Rights, Dividends, etc. (a) So long as the Collateral Agent has not
given the notice referred to in paragraph (b) below:


 


A.    The
Pledgors shall be entitled to exercise any and all voting or consensual rights
and powers and stock purchase or subscription rights relating or pertaining to
the Collateral or any part thereof for any purpose; provided that each
Pledgor agrees that it will not exercise any such right or power in any manner
which would have a material adverse effect on the value of the Collateral.


 


B.     The
Pledgors shall be entitled to receive and retain any and all lawful dividends
payable in respect of the Collateral which are paid in cash by any Issuer if
such dividends are permitted by each of the Financing Agreements, but all other
dividends and distributions (other than from the sale of any of the Collateral,
which amounts shall be applied in accordance with the terms of the Financing
Agreements) in respect of the Collateral or any part thereof made in shares of
stock or other property or representing any return of capital, whether
resulting from a subdivision, combination or reclassification of Collateral or
any part thereof or received in exchange for Collateral or any part thereof or
as a result of any merger, consolidation, acquisition or other exchange of
assets to which any Issuer may be a party or otherwise or as a result of any
exercise of any stock purchase or subscription right, shall be and become part
of the Collateral


 


4

















 


hereunder
and, if received by any Pledgor, shall be forthwith delivered to the Collateral
Agent in due form for transfer (i.e., endorsed in blank or accompanied by stock
or bond powers executed in blank) to be held for the purposes of this
Agreement.


 


C.     The
Collateral Agent shall execute and deliver, or cause to be executed and
delivered, to the applicable Pledgor all such proxies, powers of attorney,
dividend orders and other instruments as such Pledgor may reasonably request
for the purpose of enabling such Pledgor to exercise the rights and powers
which it is entitled to exercise pursuant to clause (A) above and to
receive the dividends which it is authorized to retain pursuant to clause
(B) above.


 


(b)           Upon
notice from the Collateral Agent during the existence of a Default, and so long
as the same shall be continuing, all rights and powers which the Pledgors are
entitled to exercise pursuant to Section 5(a)(A) hereof, and all rights
of the Pledgors to receive and retain dividends pursuant to Section 5(a)(B)
hereof, shall forthwith cease, and all such rights and powers shall thereupon
become vested in the Collateral Agent which shall have, during the existence of
such Default, the sole and exclusive authority to exercise such rights and
powers and to receive such dividends. Any and all money and other property paid
over to or received by the Collateral Agent pursuant to this paragraph (b)
shall be retained by the Collateral Agent as additional Collateral hereunder
and applied in accordance with the provisions hereof.


 


6.             Remedies. Whenever a Default exists, the Collateral
Agent may exercise from time to time any rights and remedies available to it
under the Uniform Commercial Code as in effect in New York or otherwise
available to it. Without limiting the foregoing, whenever a Default exists the
Collateral Agent (a) may, to the fullest extent permitted by applicable law,
without notice, advertisement, hearing or process of law of any kind, (i) sell
any or all of the Collateral, free of all rights and claims of the Pledgors
therein and thereto, at any public or private sale or brokers’ board and (ii)
bid for and purchase any or all of the Collateral at any such public sale and
(b) shall have the right, for and in the name, place and stead of the
applicable Pledgor, to execute endorsements, assignments, stock powers and
other instruments of conveyance or transfer with respect to all or any of the
Collateral. Except as otherwise provided herein, each Pledgor hereby expressly
waives, to the fullest extent permitted by applicable law, any and all notices,
advertisements, hearings or process of law in connection with the exercise by
the Collateral Agent of any of its rights and remedies during the existence of
a Default. Any required notification of the intended disposition of any of the
Collateral shall be deemed reasonably and properly given if mailed, postage
prepaid to the address of the applicable Pledgor set forth below its signature
hereto (or such other address as it shall have specified to the Collateral
Agent as its address for notices hereunder) at least ten (10) days before such
disposition. Any proceeds of any of the Collateral may be applied by the
Collateral Agent to the payment of expenses in connection with the Collateral,
including, without limitation, reasonable attorneys’ fees and legal expenses,
and any balance of such proceeds may be applied by the Collateral Agent toward
the payment of the Liabilities in accordance with the terms of the Intercreditor
Agreement (and, after payment in full of all Liabilities, any excess shall be
delivered to the applicable Pledgor or as a court of competent jurisdiction
shall direct).


 


The Collateral Agent is hereby authorized to
comply with any limitation or restriction in connection with any sale of
Collateral as it may be advised by counsel is necessary in order to (a)


 


5

















 


avoid any violation of
applicable law (including, without limitation, compliance with such procedures
as may restrict the number of prospective bidders and purchasers and/or further
restrict such prospective bidders or purchasers to Persons who will represent
and agree that they are purchasing for their own account for investment and not
with a view to the distribution or resale of such Collateral) or (b) obtain any
required approval of the sale or of the purchase by any governmental regulatory
authority or official, and each Pledgor agrees that such compliance shall not
result in such sale being considered or deemed not to have been made in a
commercially reasonable manner and that the Collateral Agent shall not be
liable or accountable to any Pledgor for any discount allowed by reason of the
fact that such Collateral is sold in compliance with any such limitation or
restriction.


 


Each Pledgor hereby appoints the Collateral
Agent as the attorney-in-fact for such Pledgor for the purpose of carrying out
the provisions of this Agreement and taking any action and executing or
completing any instruments which the Collateral Agent may deem reasonably
necessary or advisable to accomplish the purposes hereof, which appointment as
attorney-in-fact is irrevocable and coupled with an interest; provided
that the Collateral Agent shall not exercise its rights as such
attorney-in-fact unless a Default exists.


 


7.             General. The Collateral Agent shall be deemed to
have exercised reasonable care in the custody and preservation of the
Collateral if it takes such action for that purpose as the applicable Pledgor
shall request in writing, but failure of the Collateral Agent to comply with
any such request shall not of itself be deemed a failure to exercise reasonable
care, and no failure of the Collateral Agent to preserve or protect any rights
with respect to the Collateral against prior parties shall be deemed a failure
to exercise reasonable care in the custody or preservation of any Collateral.


 


No delay on the part of the Collateral Agent
in exercising any right, power or remedy shall operate as a waiver thereof, and
no single or partial exercise of any such right, power or remedy shall preclude
any other or further exercise thereof, or the exercise of any other right,
power or remedy. No amendment, modification or waiver of, or consent with
respect to, any provision of this Agreement shall be effective unless the same
shall be in writing and signed and delivered by the Collateral Agent, and then
such amendment, modification, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.


 


All obligations of the Pledgors and all
rights, powers and remedies of the Benefited Parties expressed herein are in
addition to all other rights, powers and remedies possessed by them, including,
without limitation, those provided by applicable law or in any other written
instrument or agreement relating to any of the Liabilities or any security
therefor.


 


This Agreement shall be construed in
accordance with and governed by the internal laws of the State of New York
applicable to contracts made and to be performed entirely within such State
(except to the extent that, pursuant to New York law, the perfection, the
effect of perfection or nonperfection or the priority of any security interest
granted hereunder may be determined in accordance with the laws of a different
jurisdiction). Wherever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
such law, such


 


6

















 


provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


 


This Agreement shall be binding upon the
Pledgors and the Collateral Agent and their respective successors and assigns,
and shall inure to the benefit of the Pledgors, the Collateral Agent, each
Benefited Party and the respective successors and assigns of the Collateral
Agent and the Benefited Parties.


 


Unless released in writing by the Collateral
Agent, this Agreement shall remain in full force and effect until all
Liabilities have been paid in cash in full and all commitments to create
Liabilities have terminated.


 


This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
and each such counterpart shall be deemed an original but all such counterparts
shall together constitute but one and the same Agreement. At any time after the
date of this Agreement, one or more additional Persons may become parties
hereto by executing and delivering to the Collateral Agent a counterpart of
this Agreement together with a supplement to Schedule I hereto setting forth
all relevant information with respect to such Person as of the date of such
delivery. Immediately upon such execution and delivery (and without any further
action), each such additional Person will become a party to, and will be bound
by all the terms of, this Agreement.


 


ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER FINANCING AGREEMENT, SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY SUIT
SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT
THE COLLATERAL AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH PLEDGOR HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH PLEDGOR FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, TO THE ADDRESS OF SUCH PLEDGOR SET FORTH BELOW ITS SIGNATURE HERETO
(OR SUCH OTHER ADDRESS AS IT SHALL HAVE SPECIFIED IN WRITING TO THE COLLATERAL
AGENT AS ITS ADDRESS FOR NOTICES HEREUNDER), OR BY PERSONAL SERVICE WITHIN OR
OUTSIDE THE STATE OF NEW YORK. EACH PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE  OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.


 


7

















 


EACH
PLEDGOR, THE COLLATERAL AGENT AND (BY ACCEPTING THE BENEFITS HEREOF) EACH OTHER
BENEFITED PARTY HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER
FINANCING AGREEMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION
WITH ANY OF THE FOREGOING, AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.


 


8

















 


IN WITNESS WHEREOF, this Agreement has been
duly executed and delivered as of the day and year first written above.


 


	
   

  	
  TELETECH HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  9197 Peoria Street

  Englewood, CO 80112

  Attention: Karen Breen, Treasurer

  Facsimile: 303-397-8671

  
	
   

  	
   

  
	
   

  	
  NEWGEN RESULTS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  9197 Peoria Street

  Englewood, CO 80112

  Attention: Karen Breen, Treasurer

  Facsimile: 303-397-8671

  
	
   

  	
   

  
	
   

  	
  TELETECH SERVICES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  9197 Peoria Street

  Englewood, CO 80112

  Attention: Karen Breen, Treasurer

  Facsimile: 303-397-8671

  
	
   

  	
   

  
	
   

  	
  TTEC NEVADA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  9197 Peoria Street

  Englewood, CO 80112

  Attention: Karen Breen, Treasurer

  Facsimile: 303-397-8671

  
						



 


9

















 


	
   

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

  for the Benefited Parties

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  231 South LaSalle Street

  
	
   

  	
  Chicago, IL 60697

  
	
   

  	
  Attention: David A. Johanson, Vice President

  
	
   

  	
  Facsimile: 312-974-9102

  
						



 


10

















 


	
   

  	
  Signature page for the
  Pledge Agreement dated as of October 24, 2003 among TeleTech Holdings, Inc.,
  various subsidiaries thereof, and Bank of America, N.A., as Collateral Agent
  for the Benefited Parties referred to herein.

  
	
   

  	
   

  
	
   

  	
  The undersigned is
  executing a counterpart hereof for purposes of becoming a party hereto (and
  attached to this signature page is a supplement to Schedule 1 to the
  Pledge Agreement setting forth all relevant information with respect to the
  undersigned):

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [ADDITIONAL PLEDGOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
						



 


11

















 


SCHEDULE I


TO PLEDGE
AGREEMENT


 


STOCK


 


	
  Pledgor

  	
   

  	
  Issuer

  	
   

  	
  Certificate
  No.

  	
   

  	
  No. of
  Pledged

  Shares

  	
   

  	
  Total
  Shares of

  Issuer

  	
   

  	
  Pledged
  Shares as

  %  of Total Shares

  Issued and

  Outstanding

  	
   

  
	
  Newgen Results Corporation

  	
   

  	
  Carabunga.com, Inc.

  	
   

  	
  C-02

  	
   

  	
  1000

  	
   

  	
  1000

  	
   

  	
  100%

  	
   

  
	
  TeleTech Holdings, Inc.

  	
   

  	
  Newgen Results Corporation

  	
   

  	
  2

  	
   

  	
  10

  	
   

  	
  100

  	
   

  	
  100%

  	
   

  
	
  TeleTech Holdings, Inc.

  	
   

  	
  TeleTech Customer Care
  Management (California), Inc.

  	
   

  	
  13
  and 14

  	
   

  	
  25,000

  	
   

  	
  25,000

  	
   

  	
  100%

  	
   

  
	
  TeleTech Holdings, Inc.

  	
   

  	
  TeleTech Customer Care
  Management  (Colorado), Inc.

  	
   

  	
  002

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  100%

  	
   

  
	
  TeleTech Services Corporation

  	
   

  	
  TeleTech Customer Care
  Management  (Pennsylvania), LLC

  	
   

  	
  02

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100%

  	
   

  
	
  TeleTech Services Corporation

  	
   

  	
  TeleTech Customer Care
  Management (Telecommunications), Inc.

  	
   

  	
  1

  	
   

  	
  10

  	
   

  	
  10

  	
   

  	
  100%

  	
   

  
	
  TeleTech Services Corporation

  	
   

  	
  TeleTech Customer Care
  Management  (Texas), Inc.

  	
   

  	
  002

  	
   

  	
  1000

  	
   

  	
  1000

  	
   

  	
  100%

  	
   

  
	
  TTEC Nevada, Inc.

  	
   

  	
  TeleTech Customer
  Services, Inc.

  	
   

  	
  01

  	
   

  	
  10

  	
   

  	
  10

  	
   

  	
  100%

  	
   

  
	
  TeleTech Services Corporation

  	
   

  	
  TeleTech Facilities
  Management (Postal Customer Support), Inc.

  	
   

  	
  1

  	
   

  	
  10

  	
   

  	
  10

  	
   

  	
  100%

  	
   

  
	
  TeleTech Services Corporation

  	
   

  	
  TeleTech Financial
  Services Management, LLC.

  	
   

  	
  02

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100%

  	
   

  
	
  TeleTech Holdings, Inc.

  	
   

  	
  TeleTech International
  Holdings, Inc.

  	
   

  	
  02

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100%

  	
   

  
	
  TeleTech Holdings, Inc.

  	
   

  	
  TeleTech Services
  Corporation

  	
   

  	
  02

  	
   

  	
  500

  	
   

  	
  500

  	
   

  	
  100%

  	
   

  
	
  TeleTech Holdings, Inc.

  	
   

  	
  TeleTech South America
  Holdings, Inc.

  	
   

  	
  02

  	
   

  	
  100

  	
   

  	
  100

  	
   

  	
  100%

  	
   

  
	
  TeleTech Holdings, Inc.

  	
   

  	
  T-TEC LABS, Inc. (f/k/a
  TeleTech f/k/a/ TeleTech (Technology Development and Integration), Inc.)

  	
   

  	
  1

  	
   

  	
  10

  	
   

  	
  10

  	
   

  	
  100%

  	
   

  
	
  TeleTech Holdings, Inc.

  	
   

  	
  TTEC Nevada, Inc.

  	
   

  	
  01

  	
   

  	
  10

  	
   

  	
  10

  	
   

  	
  100%