exv10w41



 




Exhibit 10.41


FIRST AMENDMENT AGREEMENT




     This
FIRST AMENDMENT AGREEMENT (this “Amendment”) is made as of
the 15th
day of July, 2004, among:



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



     (b) the lenders listed on Schedule 1 to the Credit Agreement and each
Eligible Transferee that is becoming a party to the Credit Agreement
concurrently herewith (collectively, the “Lenders” and, individually, each a
“Lender”); and



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



     WHEREAS, Borrower, Lenders and Agent are parties to that certain Credit
Agreement, dated as of May 5, 2004, that provides, among other things, for
loans and letters of credit aggregating One Hundred Million Dollars
($100,000,000), all upon certain terms and conditions (as the same may from
time to time be 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 and add certain provisions
thereto; and



     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;



     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 Introduction. The Credit Agreement is hereby amended to
delete its introductory paragraph therefrom and to insert in place thereof the
following:




     This CREDIT AGREEMENT (as the same may from time to time be amended,
restated or otherwise modified, this “Agreement”) is made effective as of
the 5th day of May, 2004, among:




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




     (b) the lenders listed on Schedule 1 hereto and each other Eligible
Transferee, as hereinafter defined, that becomes a party hereto pursuant
to Section 10.10 hereof (collectively, the “Lenders” and, individually,
each a “Lender”);




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




     (d) BANK ONE, NA, as syndication agent (“Syndication Agent”).



 









 





     2. Addition to Agency Provisions. Article IX of the Credit Agreement is
hereby amended to add the following new Section 9.12 thereto:




     Section 9.12. Other Agents. As used in this Agreement, the term
“Agent” shall only include Agent. The Syndication Agent shall not have
any rights, obligations or responsibilities hereunder in such capacity.



     3. Amendment to Schedule 1. The Credit Agreement is hereby amended to
delete Schedule 1 (Commitments of Lenders) therefrom and to insert in place
thereof a new Schedule 1 in the form of Schedule 1 hereto.



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




     (a) deliver to Agent, for delivery to each Lender, replacement
Revolving Credit Notes, in the amounts specified in Schedule 1 to the
Credit Agreement;




     (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.



     5. 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 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.



     6. 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.



     7. 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



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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.




     8. 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.



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



     10. 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.



     11. 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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     12. 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.



	 	 	 	 	 	 	 
	Address:	 	9197 South Peoria Street	 	TELETECH HOLDINGS, INC.
	

	 	Englewood, Colorado 80112-5833	 	 	 	 
	

	 	Attn: Vice President — Treasurer
	 	By:
	 	/s/ Christy T. O’Connor
	

	 	 	 	 	 	

	

	 	 	 	Name:
	 	Christy T. O’Connor
	

	 	 	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 	 	 
	Address:	 	127 Public Square	 	KEYBANK NATIONAL ASSOCIATION,
	 	 	Cleveland, Ohio 44114-1306	 	as Agent and as a Lender
	

	 	Attn: Institutional Banking	 	 	 	 
	

	 	 	 	By:
	 	/s/ Vijaya Kulkarni
	

	 	 	 	 	 	

	

	 	 	 	 	 	Vijaya Kulkarni
	

	 	 	 	 	 	Assistant Vice President
	 
	 	 	 	 	 	 
	Address:	 	1125 17th Street, 3rd Floor	 	BANK ONE, NA, as Syndication
	 	 	Denver, Colorado 80202	 	Agent and as a Lender
	

	 	Attn: David L. Ericson	 	 	 	 
	

	 	 	 	By:
	 	/s/ David L. Ericson
	

	 	 	 	 	 	

	

	 	 	 	 	 	David L. Ericson
	

	 	 	 	 	 	First Vice President
	 
	 	 	 	 	 	 
	Address:	 	231 South LaSalle Street	 	BANK OF AMERICA, N.A.
	

	 	IL1-231-06-40	 	 	 	 
	

	 	Chicago, Illinois 60697
	 	By:
	 	/s/ Steven K. Kessler
	

	 	Attn: Steven Kessler
	 	 	 	

	

	 	 	 	Name:
	 	Steven K. Kessler
	

	 	 	 	Title:
	 	Senior Vice President







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	Address:	 	50 South LaSalle Street, B-2	 	THE NORTHERN TRUST COMPANY
	

	 	Chicago, Illinois 60675	 	 	 	 
	

	 	Attn: Peter R. Martinets
	 	By:
	 	/s/ Peter R. Martinets
	

	 	 	 	 	 	

	

	 	 	 	 	 	Peter R. Martinets
	

	 	 	 	 	 	Vice President
	 
	 	 	 	 	 	 
	Address:	 	191 Peachtree Street NE	 	WACHOVIA BANK, NATIONAL
	 	 	Mail Code: GA-8050 28th Floor	 	   ASSOCIATION
	

	 	Atlanta, Georgia 30303	 	 	 	 
	

	 	Attn: G. Lee Wagner, Jr.
	 	By:
	 	/s/ Steven L. Hipsman
	

	 	 	 	 	 	

	

	 	 	 	 	 	Steven L. Hipsman
	

	 	 	 	 	 	Director








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ACKNOWLEDGMENT AND AGREEMENT




     The undersigned consent and agree to and acknowledge the terms of the
foregoing First Amendment Agreement dated as of July 15, 2004. 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 BORROWERS, 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.



	 	 	 	 	 	 	 
	NEWGEN RESULTS CORPORATION	 	CARABUNGA.COM. INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Christy T. O’Connor
	 	By:
	 	/s/ Christy T. O’Connor
	

	 	
 
	 	 	 	
 
	Name:

	 	Christy T. O’Connor
	 	Name:
	 	Christy T. O’Connor
	Title:

	 	Assistant Secretary
	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 	 	 
	TELETECH CUSTOMER CARE
MANAGEMENT (COLORADO), INC.	 	TELETECH STOCKTON, LLC
	 
	 	 	 	 	 	 
	By:

	 	/s/ Christy T. O’Connor
	 	By:
	 	/s/ Christy T. O’Connor
	

	 	
 
	 	 	 	
 
	Name:

	 	Christy T. O’Connor
	 	Name:
	 	Christy T. O’Connor
	Title:

	 	Assistant Secretary
	 	Title:
	 	Assistant Secretary







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	TELETECH SERVICES CORPORATION	 	TELETECH FINANCIAL SERVICES

MANAGEMENT, LLC
	 
	 	 	 	 	 	 
	By:

	 	/s/ Christy T. O’Connor
	 	By:
	 	/s/ Christy T. O’Connor
	

	 	
 
	 	 	 	
 
	Name:

	 	Christy T. O’Connor
	 	Name:
	 	Christy T. O’Connor
	Title:

	 	Assistant Secretary
	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 	 	 
	TELETECH CUSTOMER CARE
MANAGEMENT (WEST VIRGINIA), INC.	 	TELETECH GOVERNMENT SOLUTIONS, LLC
	 
	 	 	 	 	 	 
	By:

	 	/s/ Christy T. O’Connor
	 	By:
	 	/s/ Christy T. O’Connor
	

	 	
 
	 	 	 	
 
	Name:

	 	Christy T. O’Connor
	 	Name:
	 	Christy T. O’Connor
	Title:

	 	Assistant Secretary
	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 	 	 
	TELETECH FACILITIES MANAGEMENT

(POSTAL CUSTOMER SUPPORT), INC.	 	TELETECH CUSTOMER CARE
MANAGEMENT
(PENNSYLVANIA), LLC
	 
	 	 	 	 	 	 
	By:

	 	/s/ Christy T. O’Connor
	 	By:
	 	/s/ Christy T. O’Connor
	

	 	
 
	 	 	 	
 
	Name:

	 	Christy T. O’Connor
	 	Name:
	 	Christy T. O’Connor
	Title:

	 	Assistant Secretary
	 	Title:
	 	Assistant Secretary
	 
	 	 	 	 	 	 
	TELETECH SOUTH AMERICA HOLDINGS, INC.	 	TTEC NEVADA, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Christy T. O’Connor
	 	By:
	 	/s/ Christy T. O’Connor
	

	 	
 
	 	 	 	
 
	Name:

	 	Christy T. O’Connor
	 	Name:
	 	Christy T. O’Connor
	Title:

	 	Assistant Secretary
	 	Title:
	 	President
	 
	 	 	 	 	 	 
	TELETECH CUSTOMER SERVICE, INC.	 	T-TEC LABS, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Christy T. O’Connor
	 	By:
	 	/s/ Christy T. O’Connor
	

	 	
 
	 	 	 	
 
	Name:

	 	Christy T. O’Connor
	 	Name:
	 	Christy T. O’Connor
	Title:

	 	President	 	Title:
	 	Assistant Secretary







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	TELETECH INTERNATIONAL HOLDINGS, INC.	 	TELETECH CUSTOMER CARE
MANAGEMENT
(CALIFORNIA), INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Christy T. O’Connor
	 	By:
	 	/s/ Christy T. O’Connor
	

	 	
 
	 	 	 	
 
	Name:

	 	Christy T. O’Connor
	 	Name:
	 	Christy T. O’Connor
	Title:

	 	Assistant Secretary	 	Title:
	 	Assistant Secretary







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SCHEDULE 1




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REVOLVING	 	 
	 	 	 	 	 	 	CREDIT	 	 
	 	 	COMMITMENT	 	COMMITMENT	 	 
	LENDERS
	 	PERCENTAGE
	 	AMOUNT
	 	MAXIMUM AMOUNT

	KeyBank National
Association
	 	 	40	%	 	$	40,000,000	 	 	$	40,000,000	 
	Bank One, NA
	 	 	20	%	 	$	20,000,000	 	 	$	20,000,000	 
	Bank of America, N.A.
	 	 	15	%	 	$	15,000,000	 	 	$	15,000,000	 
	The Northern Trust
Company
	 	 	15	%	 	$	15,000,000	 	 	$	15,000,000	 
	Wachovia Bank, National
Association
	 	 	10	%	 	$	10,000,000	 	 	$	10,000,000	 
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 
	Total Commitment Amount
	 	 	100	%	 	$	100,000,000	 	 	$	100,000,000	 
	 
	 	 	
 	 	 	 	
 	 	 	 	
 	 






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