exv10w1






Exhibit 10.1




FOURTH AMENDMENT AGREEMENT




     This FOURTH AMENDMENT AGREEMENT (this “Amendment”) is made as of the 30th day of
June, 2008 among:




     (a) TELETECH HOLDINGS, INC., a Delaware corporation (“Borrower”);




     (b) the Lenders, as defined in the Credit Agreement;




     (c) KEYBANK NATIONAL ASSOCIATION, as the lead arranger, sole book runner and
administrative agent for the Lenders under this Agreement (“Agent”); and




     (d) WELLS FARGO BANK, N.A., as syndication agent.



     WHEREAS, Borrower, Agent and the Lenders are parties to that certain Amended and Restated
Credit Agreement, dated as of September 28, 2006, that provides, among other things, for loans and
letters of credit aggregating One Hundred Eighty Million Dollars ($180,000,000), all upon certain
terms and conditions (as amended and as the same may from time to time be further amended, restated
or otherwise modified, the “Credit Agreement”);



     WHEREAS, Borrower, Agent and the Lenders desire to amend the Credit Agreement to modify
certain provisions thereof;



     WHEREAS, each capitalized term used herein and defined in the Credit Agreement, but not
otherwise defined herein, shall have the meaning given such term in the Credit Agreement; and



     WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement
revised herein are amended effective as of the date of this Amendment;



     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for
other valuable consideration, Borrower, Agent and the Lenders agree as follows:



     1. Amendment to Financial Statements. Section 5.3 of the Credit Agreement is hereby
amended to delete subsections (a) and (b) therefrom and to insert in place thereof, respectively,
the following:




     (a) Quarterly Financials. Borrower shall deliver to Agent, within forty-five
(45) days (or, with respect to the fiscal quarters of Borrower ended September 30, 2007 and
March 31, 2008, by no later than August 15, 2008) after the end of each of the first three
quarter annual periods of each fiscal year of Borrower, balance sheets of the Companies as
of the end of such period and statements of income (loss), stockholders’ equity and cash
flow for the quarter and fiscal year to date periods, all prepared on a Consolidated basis,
in accordance with GAAP, and in form and detail satisfactory to Agent and certified by a
Financial Officer of Borrower; provided that, with respect to the fiscal quarters of
Borrower ended September 30, 2007 and March 31, 2008, (i) Borrower



 









 







shall have delivered preliminary financial statements and a corresponding preliminary
calculation of covenants for (A) the fiscal quarter of Borrower ended September 30, 2007
prior to March 31, 2008, and (B) the fiscal quarter of Borrower ended on March 31, 2008
prior to May 15, 2008, in each case excluding adjustments related to compensation and tax
expense for equity-based compensation granted during any prior fiscal quarter, or which may
be adjusted for such fiscal quarter, (ii) the Applicable Commitment Fee Rate and the
Applicable Margin shall be calculated based upon such preliminary financial statements and
calculations, and (iii) if such preliminary financial statements and calculations are not
consistent with the certified financial statements to be delivered on or prior to August 15,
2008, the Applicable Commitment Fee Rate and the Applicable Margin, as applicable, shall be
retroactively adjusted upon receipt of the certified financial statements. The preliminary
financial statements referenced in this Section 5.3(a) shall provide sufficient income, cash
flow, and balance sheet information to complete a preliminary calculation of the financial
covenants set forth in Section 5.7 hereof. Borrower shall also provide additional financial
information, if available, at the request of Agent and the Lenders.




     (b) Annual Audit Report. Borrower shall deliver to Agent, within ninety (90)
days (or, with respect to the fiscal year ended December 31, 2007, by no later than August
15, 2008) after the end of each fiscal year of Borrower, an annual audit report of the
Companies for that year prepared on a Consolidated basis, in accordance with GAAP, and in
form and detail satisfactory to Agent and certified by an independent public accountant
satisfactory to Agent, which report shall include balance sheets and statements of income
(loss), stockholders’ equity and cash-flow for that period; provided that, with respect to
the fiscal year of Borrower ended December 31, 2007, (i) Borrower shall have delivered
preliminary financial statements for such fiscal year and a corresponding preliminary
calculation of covenants for the fiscal quarter of Borrower ended December 31, 2007, prior
to March 31, 2008, in each case excluding adjustments related to compensation expense for
equity-based compensation granted during any prior fiscal quarter, or which may be adjusted
for the fiscal quarter ended December 31, 2007, (ii) the Applicable Commitment Fee Rate and
the Applicable Margin shall be calculated based upon such preliminary financial statements
and calculations, and (iii) if such preliminary financial statements and calculations are
not consistent with the certified financial statements to be delivered on or prior to August
15, 2008, the Applicable Commitment Fee Rate and the Applicable Margin, as applicable, shall
be retroactively adjusted upon receipt of the certified financial statements. The
preliminary financial statements referenced in this Section 5.3(b) shall provide sufficient
income, cash flow, and balance sheet information to complete a preliminary calculation of
the financial covenants set forth in Section 5.7 hereof. Borrower shall also provide
additional financial information, if available, at the request of Agent and the Lenders.



     2. Consent to Various Requests.




     (a) Requested Consents. Borrower has notified Agent and the Lenders that:



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     (i) Borrower may need to file, as late as August 15, 2008, its 10-Q quarterly
reports with the SEC for the fiscal quarters ended September 30, 2007 and March 31,
2008 (the “Delayed 10-Q Filings”);




     (ii) Borrower may need to file its 10-K annual report with the SEC for the
fiscal year ended December 31, 2007 as late as August 15, 2008 (the “Delayed 10-K
Filing”);




     (iii) Borrower may need to restate its financial statements filed with the SEC
for any fiscal period ending after December 31, 1996 and prior to September 30, 2007
(the “Restatement of Financial Statements”); and




     (iv) on May 15, 2008, Borrower received an Additional Nasdaq Staff
Determination letter in connection with Borrower’s failure to file its Quarterly
Report on Form 10-Q for the first quarter ended March 31, 2008, in addition to Staff
Determination letters in connection with the delayed filing of the 2007 Annual
Report on Form 10-K and Quarterly Report on Form 10-Q for the third quarter of 2007.
While this matter serves as an additional basis for delisting Borrower’s
securities, the Nasdaq Listing Qualifications Hearings Panel (the “Panel”) granted
Borrower’s request for continued listing on the Nasdaq, subject to, among other
things, Borrower becoming current in its filings of its periodic reports by May 12,
2008. The letter notes that if Borrower is not able to meet the exception deadline,
the Panel will issue a final determination to delist Borrower’s shares and Borrower
would have to apply to Nasdaq for an extension of the listing exception. The Nasdaq
Listing and Hearing Review Council, in a letter dated March 18, 2008 (A) stayed an
earlier decision of the Panel requiring the filing of all required reports by May
12, 2008, and (B) requested that Borrower provide an update on its efforts to file
the delayed periodic reports by May 30, 2008. Borrower provided the requested
update on May 30, 2008. Borrower is working diligently with its current and former
independent auditors to become current with its periodic filings with the SEC (the
“Nasdaq Proceeding” and, together with the Delayed 10-Q Filings, the Delayed 10-K
Filing and the Restatement of Financial Statements, collectively, the “Requested
Consents”).




     (b) Possible Violations. The Requested Consents could result in a violation of
the following:




     (i) SEC and Nasdaq regulations;




     (ii) certain covenants set forth in Article V of the Credit Agreement,
including, but not limited to, Section 5.3 (Financial Statements and Information),
Section 5.4 (Financial Records) and Section 5.7 (Financial Covenants) of the Credit
Agreement; and




     (iii) certain representations and warranties set forth in Article VI of the
Credit Agreement, including, but not limited to, Section 6.3 (Compliance with



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Laws and Contracts), Section 6.4 (Litigation and Administrative Proceedings) and
Section 6.14 (Financial Statements) of the Credit Agreement.




     (c) Conditions to Consent. Agent and the Lenders hereby consent to the
Requested Consents on the conditions that:




     (i) Borrower shall have filed with the SEC, by no later than August 15, 2008,
its 10-Q quarterly report for the fiscal quarter ended September 30, 2007 and its
10-Q quarterly report for the fiscal quarter ending March 31, 2008;




     (ii) Borrower shall have filed with the SEC its 10-K annual report for the
fiscal year ended December 31, 2007 by no later than August 15, 2008;




     (iii) to the extent that the Restatement of Financial Statements, as defined in
the Second Amendment Agreement, dated as of November 15, 2007, among Borrower, Agent
and the Lenders, would have caused Borrower to pay a higher rate of interest for any
time period since the Closing Date, then Borrower shall make the Lenders whole for
any unpaid interest; and




     (iv) after giving effect to the terms of this consent, no Default or Event of
Default shall exist under the Credit Agreement or any other Loan Document.




     (d) Consent. This Amendment shall serve as evidence of such consent. The
consent contained in this Amendment shall not be deemed to waive or amend any other
provision of the Credit Agreement or the Loan Documents, and shall not serve as consent to
or amendment of any other matter prohibited by the terms and conditions of the Credit
Agreement or other Loan Documents. All terms of the Credit Agreement and the other Loan
Documents remain in full force and effect and constitute the legal, valid, binding and
enforceable obligations of Borrower to Agent and the Lenders.



     3. Closing Deliveries. Concurrently with the execution of this Amendment, Borrower
shall:




     (a) pay an amendment fee to Agent, for the pro rata benefit of the Lenders that shall
have executed and delivered this Amendment to Agent on or before 3:00 P.M. (Eastern time) on
June 26, 2008 (each an “Approving Lender”), in an amount equal to seven and one-half (71/2)
basis points times the aggregate amount of the Revolving Credit Commitments of the Approving
Lenders; and




     (b) cause each Guarantor of Payment to execute the attached Acknowledgement and
Agreement; and




     (c) pay all legal fees and expenses of Agent in connection with this Amendment.



     4. Representations and Warranties. Borrower hereby represents and warrants to Agent
and the Lenders that (a) Borrower has the legal power and authority to execute and deliver



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this Amendment; (b) the officers executing this Amendment have been duly authorized to execute
and deliver the same and bind Borrower with respect to the provisions hereof; (c) the execution and
delivery hereof by Borrower and the performance and observance by Borrower of the provisions hereof
do not violate or conflict with the organizational agreements of Borrower or any law applicable to
Borrower or result in a breach of any provision of or constitute a default under any other
agreement, instrument or document binding upon or enforceable against Borrower; (d) no Default or
Event of Default exists under the Credit Agreement, nor will any occur immediately after the
execution and delivery of this Amendment or by the performance or observance of any provision
hereof; (e) Borrower is not aware of any claim or offset against, or defense or counterclaim to,
Borrower’s obligations or liabilities under the Credit Agreement or any Related Writing; and
(f) this Amendment constitutes a valid and binding obligation of Borrower in every respect,
enforceable in accordance with its terms.




     5. References to Credit Agreement. Each reference that is made in the Credit
Agreement or any Related Writing shall hereafter be construed as a reference to the Credit
Agreement as amended hereby. Except as herein otherwise specifically provided, all terms and
provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and
effect and be unaffected hereby. This Amendment is a Related Writing.



     6. Waiver. Borrower, by signing below, hereby waives and releases Agent and each of
the Lenders, and their respective directors, officers, employees, attorneys, affiliates and
subsidiaries, from any and all claims, offsets, defenses and counterclaims of which Borrower is
aware, such waiver and release being with full knowledge and understanding of the circumstances and
effect thereof and after having consulted legal counsel with respect thereto.



     7. Counterparts. This Amendment may be executed in any number of counterparts, by
different parties hereto in separate counterparts and by facsimile signature, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.



     8. Headings. The headings, captions and arrangements used in this Amendment are for
convenience only and shall not affect the interpretation of this Amendment.



     9. Severability. Any term or provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the term or provision so held to be invalid
or unenforceable.



     10. Governing Law. The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio, without regard to principles of conflicts of laws.



[Remainder of page intentionally left blank.]






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     JURY TRIAL WAIVER. BORROWER, THE LENDERS AND AGENT, TO THE EXTENT PERMITTED BY LAW,
EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, THE LENDERS AND AGENT, OR ANY THEREOF, ARISING OUT
OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.



     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date
first set forth above.



	 	 	 	 	 
	 	TELETECH HOLDINGS, INC.

 	 
	 	By:  	/s/ Alan Schutzman
 	 
	 	 	Alan Schutzman 	 
	 	 	Secretary 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION,

     as Agent and as a Lender

 	 
	 	By:  	/s/ Jeff Kalinowski
 	 
	 	 	Jeff Kalinowski 	 
	 	 	Senior Vice President 	 
	 
	 	WELLS FARGO BANK, N.A.,

     as Syndication Agent and as a Lender

 	 
	 	By:  	/s/ Susan K. Petri
 	 
	 	 	Name:  	Susan K. Petri 	 
	 	 	Title:  	Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ David L. Ericson
 	 
	 	 	Name:  	David L. Ericson 	 
	 	 	Title:  	Senior Vice President 	 
	 



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to Fourth Amendment Agreement





 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Jonathan M. Phillips
 	 
	 	 	Name:  	Jonathan M. Phillips 	 
	 	 	Title:  	Vice President 	 
	 
	 	WACHOVIA BANK, NATIONAL
ASSOCIATION

 	 
	 	By:  	/s/ Tray Jones
 	 
	 	 	Name:  	Tray Jones 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By:  	/s/ Brandon Rolek
 	 
	 	 	Name:  	Brandon Rolek 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page 2 of 2

to Fourth Amendment Agreement




 









 








ACKNOWLEDGMENT AND AGREEMENT





     The undersigned consent and agree to and acknowledge the terms of the foregoing Fourth
Amendment Agreement dated as of June 30, 2008. The undersigned further agree that the obligations
of the undersigned pursuant to the Guaranty of Payment executed by the undersigned shall remain in
full force and effect and be unaffected hereby.



     The undersigned hereby waive and release Agent and the Lenders and their respective directors,
officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets,
defenses and counterclaims of which the undersigned are aware, such waiver and release being with
full knowledge and understanding of the circumstances and effect thereof and after having consulted
legal counsel with respect thereto.



     JURY TRIAL WAIVER. THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, AMONG BORROWER, AGENT, THE LENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF,
IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.



	 	 	 	 	 	 	 
	TELETECH SERVICES CORPORATION
	 	TELETECH CUSTOMER CARE

MANAGEMENT (COLORADO), LLC
	 
	 	 	 	 	 	 
	By:
	 	/s/ Alan Schutzman	 	By:	 	/s/ Alan Schutzman
	 
	 	 	 	 	 	 
	 
	 	Alan Schutzman	 	 	 	Alan Schutzman
	 
	 	Secretary	 	 	 	Secretary
	 
	 	 	 	 	 	 
	TELETECH CUSTOMER CARE

MANAGEMENT (WEST VIRGINIA), INC.	 	TELETECH GOVERNMENT SOLUTIONS,
LLC
	 
	 	 	 	 	 	 
	By:
	 	/s/ Alan Schutzman	 	By:	 	/s/ Alan Schutzman
	 
	 	 	 	 	 	 
	 
	 	Alan Schutzman	 	 	 	Alan Schutzman
	 
	 	Secretary	 	 	 	Secretary






Signature Page 1 of 2

to Acknowledgment and Agreement




 









 








	 	 	 	 	 	 	 
	TELETECH CUSTOMER SERVICES, INC.	 	TTEC NEVADA, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Alan Schutzman
	 	By:
	 	/s/ Alan Schutzman
	 

	 	 
	 	 	 	 
	 

	 	Alan Schutzman
	 	 	 	Alan Schutzman
	 

	 	Assistant Secretary
	 	 	 	Assistant Secretary
	 
	 	 	 	 	 	 
	TELETECH INTERNATIONAL HOLDINGS, INC.	 	NEWGEN RESULTS CORPORATION
	 
	 	 	 	 	 	 
	By:

	 	/s/ Alan Schutzman
	 	By:
	 	/s/ Alan Schutzman
	 

	 	 
	 	 	 	 
	 

	 	Alan Schutzman
	 	 	 	Alan Schutzman
	 

	 	Secretary
	 	 	 	Secretary
	 
	 	 	 	 	 	 
	DIRECT ALLIANCE CORPORATION	 	TELETECH STOCKTON, LLC
	 
	 	 	 	 	 	 
	By:

	 	/s/ Alan Schutzman
	 	By:
	 	/s/ Alan Schutzman
	 

	 	 
	 	 	 	 
	 

	 	Alan Schutzman
	 	 	 	Alan Schutzman
	 

	 	Secretary
	 	 	 	Secretary






Signature Page 2 of 2

to Acknowledgment and Agreement