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EXHIBIT 10.1




CREDIT AGREEMENT




     THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of July 23, 2007, by and between
eTELECARE GLOBAL SOLUTIONS-US, INC., a Delaware corporation (“Global Solutions-US”); eTELECARE
GLOBAL SOLUTIONS-AZ, INC., an Arizona corporation (“Global Solutions-AZ”); and each other
corporation, limited liability company or limited partnership whose entire equity interests are
directly or indirectly owned by Parent (as defined below) and who may from time to time become a
party hereto pursuant to Section 4.11; and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”). Global
Solutions-US, Global Solutions-AZ and each entity that shall become a party hereto pursuant to
Section 4.11 shall sometimes be referred to herein individually and collectively as the “Borrower”.
Global Solutions-US, Global Solutions-AZ and each entity that shall become a party hereto pursuant
to Section 4.11 shall sometimes be individually referred to herein as “Subsidiary” and collectively
referred to herein as the “Subsidiaries”. Borrower, Parent and each entity that shall become a
party hereto pursuant to Section 4.11 shall sometimes be referred to herein individually as a “Loan
Party” and collectively as the “Loan Parties”. eTELECARE GLOBAL SOLUTIONS, INC., a Metro-Manila
Philippines corporation (“Parent”) is signing this Agreement solely to evidence Parent’s
acknowledgement and consent to the terms hereof.



RECITALS




     Borrower has requested that Bank extend or continue credit to Borrower as described below, and
Bank has agreed to provide such credit to Borrower on the terms and conditions contained herein.



     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Bank and Borrower hereby agree as follows:



ARTICLE I




CREDIT TERMS




     Section 1.01. Line of Credit.




     (a) Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby
agrees to make advances to Borrower from time to time not to exceed at any time the
aggregate principal amount of $25,000,000 (“Line of Credit”), the proceeds of which shall be
used to support the Borrower’s working capital. Borrower’s obligation to repay advances
under the Line of Credit shall be evidenced by a certain Revolving Line of Credit Note dated
as of the date hereof (“Line of Credit Note”), all terms of which are incorporated herein by
this reference.




     (b) Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees
from time to time during the term thereof to issue or cause an affiliate to



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issue standby letters of credit for the account of Borrower (each, a “Letter of Credit”
and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount
of all outstanding Letters of Credit shall not at any time exceed $10,000,000. The form and
substance of each Letter of Credit shall be subject to approval by Bank, in its sole
discretion. Each Letter of Credit shall be issued for a term not to exceed 360 days, as
designated by Borrower; provided however, that no Letter of Credit shall have an expiration
date subsequent to the maturity date of the Line of Credit. The undrawn amount of all
Letters of Credit shall be reserved under the Line of Credit and shall not be available for
borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and
conditions of the Letter of Credit agreements, applications and any related documents
required by Bank in connection with the issuance thereof. Each drawing paid under a Letter
of Credit shall be deemed an advance under the Line of Credit and shall be repaid by
Borrower in accordance with the terms and conditions of this Agreement applicable to such
advances; provided however, that if advances under the Line of Credit are not available, for
any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the
full amount drawn, together with interest thereon from the date such drawing is paid to the
date such amount is fully repaid by Borrower, at the rate of interest applicable to advances
under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion,
may debit any account maintained by Borrower with Bank for the amount of any such drawing.




     (c) Borrowing and Repayment. Borrower may from time to time during the term of the
Line of Credit borrow, partially or wholly repay its outstanding borrowings, and reborrow,
subject to all of the limitations, terms and conditions contained herein or in the Line of
Credit Note; provided, however, that the total outstanding borrowings under the Line of
Credit shall not at any time exceed the maximum principal amount available thereunder, as
set forth above.




     (d) Cash Collateral Account. Borrower shall maintain with Bank, and Borrower hereby
grants to Bank a security interest in, non-interest bearing deposit accounts (“Cash
Collateral Accounts”) and into which the proceeds of all Borrower’s accounts and other
rights to payment in which Bank has a security interest shall be deposited immediately upon
their receipt by Borrower. So long as no Event of Default exists and is continuing, all
deposits in the Cash Collateral Accounts will be subject to a daily sweep into accounts
designated by Borrower and not subject to any restrictions as to Borrower’s use of funds
therein. Upon an Event of Default which continues beyond the applicable cure period and
notice from Bank it intends to enforce its security interest in the Collateral, Bank may,
and Borrower hereby authorizes Bank to, control the Cash Collateral Account and apply all
such proceeds immediately upon their receipt by Bank as a principal reduction on the Line of
Credit.



     Section 1.02. Interest/Fees.




     (a) Interest. The outstanding principal balance of the Line of Credit shall bear
interest as provided in the Line of Credit Note and the amount of each drawing paid under
any Letter of Credit shall bear interest from the date such drawing is paid to the



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date such amount is fully repaid by Borrower, at the rate of interest set forth in each
promissory note or other instrument or document executed in connection therewith.




     (b) Commitment Fee. Borrower shall pay to Bank a non-refundable commitment fee of
$125,000 which is 0.5% of the Line of Credit, and which fee shall be due and payable in full
on the date hereof.




     (c) Letter of Credit Fees. Borrower shall pay to Bank (i) fees upon the issuance of
each Letter of Credit equal to 1.25% of the face amount thereof with a $750 minimum fee and
(ii) fees upon the occurrence of any other activity with respect to any Letter of Credit
(including without limitation, the transfer, amendment or cancellation of any Letter of
Credit) determined in accordance with Bank’s standard fees and charges then in effect for
such activity.




     (d) Unused Commitment Fee. Borrower shall pay to Bank a fee equal to 0.25% per annum
(computed on the basis of a 360-day year, actual days elapsed) on the average daily unused
amount of the Line of Credit), which fee shall be calculated on a quarterly basis by Bank
and shall be due and payable by Borrower in arrears within ten (10) days after each billing
is sent by Bank.



     Section 1.03. Collection of Payments. Borrower authorizes Bank to collect all principal,
interest and fees due under each credit subject hereto by charging Borrower’s deposit account
number 4100065911 with Bank, or any other deposit account maintained by Borrower with Bank, for the
full amount thereof. Should there be insufficient funds in any such deposit account to pay all
such sums when due, the full amount of such deficiency shall be immediately due and payable by
Borrower.



     Section 1.04. Collateral. As security for all indebtedness and other obligations of Borrower
to Bank subject hereto, under the Security Agreement between Borrower and Bank dated as of the date
hereof, Borrower hereby grants to Bank security interests of first priority in all Borrower’s
assets, including, without limitation, all of Borrower’s accounts receivable, inventory and
equipment.



     All of the foregoing shall be evidenced by and subject to the terms of such security
agreements, financing statements, deeds or mortgages, and other documents as Bank shall reasonably
require, all in form and substance satisfactory to Bank. Borrower shall pay to Bank immediately
upon demand the full amount of all charges, costs and expenses (to include fees paid to third
parties and all allocated costs of Bank personnel), expended or incurred by Bank in connection with
any of the foregoing security, including, without limitation, filing and recording fees and costs
of appraisals, audits and title insurance.



     Section 1.05. Continuing Guaranty. The payment and performance of all indebtedness and other
obligations of Borrower to Bank as set forth in this Agreement, the Security Agreement dated July
23, 2007 between Global Solutions-US, Global Solutions-AZ and Bank, the Revolving Line of Credit
Note dated July 23, 2007 by Global Solutions-US and Global Solutions-AZ in favor of Bank and any
other agreements executed and delivered by Debtor or Parent in connection with the foregoing shall
be guaranteed by Parent, as evidenced by and



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subject to the terms of that certain Continuing Guaranty dated of even date herewith by Parent
in favor of Bank and that certain Mortgage and Assignment Agreement (“Chattel Mortgage”) dated of
even date herewith by Parent in favor of Bank.



     Section 1.06. Reduction of Commitment; Early Termination. From time to time, Borrower may by
thirty (30) days’ written notice to Bank reduce the commitment amount set forth in Section 1.01
(“Commitment”) in part or whole, provided any such partial reductions shall be in increments of
$500,000 and further provided that at no time shall the Commitment be less than $10,000,000 after
any and all partial reduction(s) by Borrower. Notwithstanding the foregoing, Borrower shall not
have the right to increase the Commitment after Borrower exercises its right to reduce the
Commitment in part as provided in this Section 1.06 without the prior written consent of Bank in
Bank’s sole discretion. In addition, Borrower has the option, at any time upon 60 days prior
written notice to Bank, to terminate the Commitment by paying to Bank, in lawful money of the
United States of America and in immediately available funds, the outstanding principal balance and
accrued interest on the Line of Credit Note in full as the case may be, together with the early
termination premium as set forth below.




     (a) one percent (1%) of the Commitment from the date hereof until the first anniversary
of the date hereof; or




     (b) one-half of one percent (0.5%) of the Commitment from the first anniversary of the
date hereof until the second anniversary of the date hereof; or




     (c) zero percent (0%) of Commitment from and after the second anniversary of the date
hereof.



     Notwithstanding the foregoing, in the event Borrower requests a reduction of the Commitment
amount, such reduction shall not be subject to the foregoing early termination premium.



ARTICLE II




REPRESENTATIONS AND WARRANTIES




     Borrower makes the following representations and warranties to Bank, which representations and
warranties shall survive the execution of this Agreement and shall continue in full force and
effect until the full and final payment, and satisfaction and discharge, of all obligations of
Borrower to Bank subject to this Agreement.



     Section 2.01. Legal Status. Parent is a corporation, duly organized and existing and in good
standing under the laws of the Philippines and the State of California, Global Solutions-US is a
corporation, duly organized and existing and in good standing under the laws of the State of
Delaware, the State of California and the State of Arizona, and Global Solutions-AZ is a
corporation, duly organized and existing and in good standing under the laws of the State of
California and the State of Arizona. Each Loan Party is qualified or licensed to do business (and
is in good standing as a foreign corporation, if applicable) in all jurisdictions in which the
failure to so qualify or to be so licensed could reasonably be expected to have a material adverse
effect on the Loan Parties, taken as a whole.



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     Section 2.02. Authorization and Validity. This Agreement and each promissory note, contract,
instrument and other document required hereby or at any time hereafter delivered to Bank in
connection herewith (collectively, the “Loan Documents”) have been duly authorized, and upon their
execution and delivery in accordance with the provisions hereof will constitute legal, valid and
binding agreements and obligations of the Loan Parties that are parties thereto or the party which
executes the same, enforceable in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.



     Section 2.03. No Violation. The execution, delivery and performance by Borrower of each of
the Loan Documents do not violate any provision of any law or regulation, or contravene any
provision of the Articles of Incorporation or Bylaws of Borrower, or result in any breach of or
default under any contract, obligation, indenture or other instrument to which Borrower is a party
or by which Borrower may be bound.



     Section 2.04. Litigation. There are no pending, or to the best of Borrower’s knowledge
threatened, actions, claims, investigations, suits or proceedings by or before any governmental
authority, arbitrator, court or administrative agency which could have a material adverse effect on
the financial condition or operation of the Loan Parties, taken as a whole, other than those
disclosed by Borrower to Bank in writing prior to the date hereof.



     Section 2.05. Correctness of Financial Statement. The consolidated annual financial statement
of Parent dated December 31, 2006, and all interim financial statements delivered to Bank since
said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof,
(a) are complete and correct and present fairly the financial condition of Borrower; (b) disclose
all liabilities of the Loan Parties that are required to be reflected or reserved against under
generally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent;
and (c) have been prepared in accordance with generally accepted accounting principles consistently
applied. Since the dates of such financial statements there has been no material adverse change in
the financial condition of the Loan Parties, taken as a whole, nor has any Loan Party mortgaged,
pledged, granted a security interest in or otherwise encumbered any of its assets or properties
except in favor of Bank or as otherwise permitted by Bank in writing.



     Section 2.06. Income Tax Returns. No Loan Party has any knowledge of any pending assessments
or adjustments of its income tax payable with respect to any year.



     Section 2.07. No Subordination. There is no agreement, indenture, contract or instrument to
which any Loan Party is a party or by which any Loan Party may be bound that requires the
subordination in right of payment of any obligations of a Loan Party subject to this Agreement to
any other obligation of any Loan Party.



     Section 2.08. Permits, Franchises. Each Loan Party possesses, and will hereafter possess, all
permits, consents, approvals, franchises and licenses required and rights to all trademarks, trade
names, patents, and fictitious names, if any, necessary to enable it to conduct the business in
which it is now engaged in compliance with applicable law where the failure to



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possess such permits, consents, approvals, franchises or licenses could reasonably be expected
to have a material adverse effect on the Loan Parties, taken as a whole.




     Section 2.09. ERISA. Each Loan Party is in compliance in all material respects with all
applicable provisions of the Employee Retirement Income Security Act of 1974, as amended or
recodified from time to time (“ERISA”); no Loan Party has violated any provision of any defined
employee pension benefit plan (as defined in ERISA) maintained or contributed to by such Loan Party
(each, a “Plan”); no Reportable Event as defined in ERISA has occurred and is continuing with
respect to any Plan initiated by a Loan Party; each Loan Party has met its minimum funding
requirements under ERISA with respect to each Plan; and each Plan will be able to fulfill its
benefit obligations as they come due in accordance with the Plan documents and under generally
accepted accounting principles.



     Section 2.10. Other Obligations. No Loan Party is in default on any obligation for borrowed
money, any purchase money obligation or any other material lease, commitment, contract, instrument
or obligation where such default could reasonably be expected to have a material adverse effect on
the Loan Parties, taken as a whole.



     Section 2.11. Environmental Matters. Except as disclosed by Borrower to Bank in writing prior
to the date hereof, each Loan Party is in compliance in all material respects with all applicable
federal or state or other environmental, hazardous waste, health and safety statutes, and any rules
or regulations adopted pursuant thereto, which govern or affect any of such Loan Party’s operations
and/or properties, including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986,
the Federal Resource Conservation and Recovery Act of 1976, and the Federal Toxic Substances
Control Act, as any of the same may be amended, modified or supplemented from time to time. None
of the operations of any Loan Party is the subject of any federal or state investigation evaluating
whether any remedial action involving a material expenditure is needed to respond to a release of
any toxic or hazardous waste or substance into the environment. No Loan Party has any material
contingent liability in connection with any release of any toxic or hazardous waste or substance
into the environment.



ARTICLE III




CONDITIONS




     Section 3.01. Conditions of Initial Extension of Credit. The obligation of Bank to extend any
credit contemplated by this Agreement is subject to the fulfillment to Bank’s satisfaction or
waiver by the Bank of all of the following conditions:




     (a) Approval of Bank Counsel. All legal matters incidental to the extension of credit
by Bank shall be satisfactory to Bank’s counsel.




     (b) Documentation. Bank shall have received, in form and substance satisfactory to
Bank, each of the following, duly executed:




     (i) this Agreement and each instrument or document required hereby;



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     (ii) the Security Agreement by Borrowers;




     (iii) the Revolving Line of Credit Note;




     (iv) the Continuing Guaranty by Parent;




     (v) the Chattel Mortgage by Parent recorded or registered in the appropriate
filing office(s);




     (vi) the Opinion of Borrowers’ and Guarantor’s counsel;




     (vii) written confirmation that the mortgage in favor of Wells Fargo Foothill,
Inc. over the assets of Parent has been cancelled of record; and




     (viii) such other documents as Bank may reasonably require under any other
Section of this Agreement.




     (c) Financial Condition. There shall have been no material adverse change, as
determined by Bank, in the financial condition or business of the Loan Parties, taken as a
whole, nor any material decline, as determined by Bank, in the market value of any
collateral required hereunder or a substantial or material portion of the assets of the Loan
Parties.




     (d) Insurance. Borrower shall have delivered to Bank evidence of insurance coverage on
all the Loan Parties’ property, in form, substance, amounts, covering risks and issued by
companies satisfactory to Bank, and where required by Bank, with loss payable endorsements
in favor of Bank.



     Section 3.02. Conditions of Each Extension of Credit. The obligation of Bank to make each
extension of credit requested by Borrower hereunder shall be subject to the fulfillment to Bank’s
satisfaction of each of the following conditions:




     (a) Compliance. The representations and warranties contained herein and in each of the
other Loan Documents shall be true on and as of the date of the signing of this Agreement
and on the date of each extension of credit by Bank pursuant hereto, with the same effect as
though such representations and warranties had been made on and as of each such date, and on
each such date, no Event of Default as defined herein, and no condition, event or act which
with the giving of notice or the passage of time or both would constitute such an Event of
Default, shall have occurred and be continuing or shall exist.




     (b) Documentation. Bank shall have received all additional documents in form and
substance satisfactory to Bank which may be required in connection with such extension of
credit.



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ARTICLE IV




AFFIRMATIVE COVENANTS




     Borrower covenants that so long as Bank remains committed to extend credit to Borrower
pursuant hereto and until payment in full of all obligations of Borrower subject hereto, Borrower
shall, and Borrower will ensure that Parent, unless Bank otherwise consents in writing:



     Section 4.01. Punctual Payments. Punctually pay all principal, interest, fees or other
liabilities due under any of the Loan Documents at the times and place and in the manner specified
therein, and immediately upon demand by Bank, the amount by which the outstanding principal balance
of any credit subject hereto at any time exceeds any limitation on borrowings applicable thereto.



     Section 4.02. Accounting Records. Maintain adequate books and records in accordance with
generally accepted accounting principles consistently applied, and permit any representative of
Bank, at any reasonable time, to inspect, audit and examine such books and records, to make copies
of the same, and to inspect the properties of the Loan Parties. Notwithstanding the foregoing, so
long as the Loan Parties’ financial condition remains in compliance with Section 4.09 below and so
long as the Collateral is not materially impaired, collateral examinations shall not be required by
Bank.



     Section 4.03. Financial Statements. Provide to Bank all of the following, in form and detail
satisfactory to Bank:




     (a) not later than 90 days after and as of the end of each fiscal year, an unqualified
audited consolidated financial statement of Parent, prepared by a national accounting firm
acceptable to Bank, to include a certificate of compliance (described in Section 4.03(d)
below) and Parent’s 10-K or foreign-filer equivalent filing;




     (b) not later than 45 days after and as of the end of each fiscal quarter, a
consolidated financial statement of Parent, prepared by Parent, to include a certificate of
compliance (described in Section 4.03(d) below) and Parent’s 10-Q filing;




     (c) not later than 45 days after and as of the end of each fiscal quarter, an aged
listing of accounts receivable, and a reconciliation of accounts receivable and, if there is
a discrepancy, a balance sheet, in each case, as of the last day of the fiscal quarter, and
immediately upon each request from Bank, a list of the names and addresses of all Loan
Parties’ account debtors;




     (d) contemporaneously with each annual and quarterly financial statement of Parent
required hereby, a certificate of the president or chief financial officer of Parent (in
substantially the form attached hereto as Exhibit A) that said financial statements are
accurate and that there exists no Event of Default nor any condition, act or event which
with the giving of notice or the passage of time or both would constitute an Event of
Default; and




     (e) from time to time such other information as Bank may reasonably request.



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     Section 4.04. Compliance. Preserve and maintain all licenses, permits, governmental
approvals, rights, privileges and franchises necessary for the conduct of its business where the
failure to do so would have a material adverse effect on the Loan Parties, taken as a whole; and
comply with the provisions of all documents pursuant to which each Loan Party is organized and/or
which govern such Loan Party’s continued existence and with the requirements of all laws, rules,
regulations and orders of any governmental authority applicable to a Loan Party and/or its business
where the failure to do so would have a material adverse effect on the Loan Parties, taken as a
whole.



     Section 4.05. Insurance. Maintain and keep in force, for each business in which each Loan
Party is engaged, insurance of the types and in amounts customarily carried in similar lines of
business, including but not limited to fire, extended coverage, public liability, flood, property
damage and workers’ compensation, with all such insurance carried with companies and in amounts
satisfactory to Bank, and deliver to Bank from time to time at Bank’s request schedules setting
forth all insurance then in effect.



     Section 4.06. Facilities. Keep all properties useful or necessary to each Loan Party’s
business in good repair and condition, and from time to time make necessary repairs, renewals and
replacements thereto so that such properties shall be fully and efficiently preserved and
maintained, ordinary wear and tear excepted.



     Section 4.07. Taxes and Other Liabilities. Pay and discharge when due any and all
indebtedness, obligations, assessments and taxes, both real or personal, including without
limitation federal and state income taxes and state and local property taxes and assessments,
except (a) such as the applicable Loan Party may in good faith contest or as to which a bona fide
dispute may arise, and (b) for which the applicable Loan Party has made provision in accordance
with generally accepted accounting principles, consistently applied, for eventual payment thereof
in the event such Loan Party is obligated to make such payment.



     Section 4.08. Litigation. Promptly give notice in writing to Bank of any litigation pending
or threatened against any Loan Party with a claim in excess of $1,000,000.



     Section 4.09. Financial Condition. Maintain the Loan Parties’ financial condition as follows
using generally accepted accounting principles consistently applied and used consistently with
prior practices (except to the extent modified by the definitions herein), with compliance
determined commencing with Parent’s consolidated financial statements for the period ending June
30, 2007:




     (a) Total Liabilities divided by Tangible Net Worth not greater than 1.0 to 1.0 at any
time, with “Total Liabilities” defined as the aggregate of current liabilities and
non-current liabilities of the Loan Parties on a consolidated basis less subordinated debt,
and with “Tangible Net Worth” defined as the aggregate of total stockholders’ equity plus
subordinated debt less any intangible assets.




     (b) EBITDA of the Loan Parties on a consolidated basis not less than $28,000,000, as of
each fiscal quarter end, determined on a rolling 4-quarter basis with “EBITDA” defined as
net profit before tax plus interest expense, depreciation expense



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and amortization expense. Unrealized gains and losses from foreign exchange and stock
option expenses will be excluded from the calculation of EBITDA.




     (c) Outstanding borrowings under the Line of Credit, to a maximum of the principal
amount set forth above, shall not as of the last day of each fiscal quarter of the Borrower
exceed an aggregate of 80% of the Loan Parties’ net book value of accounts receivable as of
that day on a consolidated basis. If, as of the last day of a fiscal quarter of the Loan
Parties, the outstanding borrowings under the Line of Credit exceed 80% of the Loan Parties’
net book value of accounts receivable as of that day, Borrower shall, with five (5) days of
such day prepay the excess outstanding borrowings under the Line of Credit.



     Section 4.10. Notice to Bank. Promptly (but in no event more than five days after the
occurrence of each such event or matter) give written notice to Bank in reasonable detail of: (a)
the occurrence of any Event of Default, or any condition, event or act which with the giving of
notice or the passage of time or both would constitute an Event of Default; (b) any change in the
name or the organizational structure of the Loan Parties; (c) the occurrence and nature of any
Reportable Event or Prohibited Transaction, each as defined in ERISA, or any funding deficiency
with respect to any Plan; or (d) any termination or cancellation of any insurance policy which the
Loan Parties are required to maintain, or any uninsured or partially uninsured loss through
liability or property damage, or through fire, theft or any other cause affecting a Loan Party’s
property in excess of an aggregate of $1,000,000.



     Section 4.11. New Borrowers. If Borrower or Parent forms, or acquires all or a controlling
share of the issued and outstanding equity interests any corporation, limited liability company or
partnership formed in the United States of America, Borrower shall (a) cause such entity to
promptly join this Agreement and the Line of Credit Note as a “Borrower” hereunder and thereunder
and the Security Agreement as a “Debtor” thereunder, in each case, pursuant to a joinder agreement
in form and substance satisfactory to Bank.



ARTICLE V




NEGATIVE COVENANTS




     Borrower further covenants that so long as Bank remains committed to extend credit to Borrower
pursuant hereto and until payment in full of all obligations of Borrower subject hereto, Borrower
will not, and Borrower will ensure that Parent will not, without Bank’s prior written consent:



     Section 5.01. Use of Funds. Use any of the proceeds of any credit extended hereunder except
for the purposes stated in Article I hereof.



     Section 5.02. Capital Expenditures. Make any additional investment in fixed assets in any
fiscal year in excess of an aggregate of an amount equal to 15% of the Loan Parties’ gross revenues
received from customers measured on a rolling 4-quarter basis, excluding, however, capital
expenditures (a) using property insurance proceeds, (b) using proceeds from sales and dispositions
of assets, and (c) consisting acquisitions permitted by Bank.



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     Section 5.03. Other Indebtedness. Create, incur, assume or permit to exist any indebtedness
or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured
or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of the Loan
Parties to Bank; (b) any other liabilities of the Loan Parties existing as of, and disclosed to
Bank prior to, the date hereof; (c) purchase money debt incurred in the ordinary course of
business, including capital leases, up to $15,000,000 each fiscal year; (d) other indebtedness up
to $1,000,000 each fiscal year; (e) such indebtedness or liabilities incurred in connection with
the foreign exchange rate hedging program of the Borrower, (f) indebtedness or liabilities owed by
one Loan Party to another Loan Party, which indebtedness shall be subordinate in all respects to
the Bank’s interests and liens associated with the Loan Documents and (g) indebtedness or
liabilities assumed in connection with an acquisition permitted under this Agreement.



     Section 5.04. Merger, Consolidation, Transfer of Assets. Merge into or consolidate with any
other entity; make any substantial change in the nature of the Loan Parties’ business as conducted
as of the date hereof; acquire for cash or cash equivalents all or substantially all of the assets
of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or
material portion of the Loan Parties’ assets except in the ordinary course of its business.
Notwithstanding the foregoing, each Loan Party shall be permitted to enter into any transaction
pursuant to which it is merged with or into another Loan Party. Further notwithstanding the
foregoing, the Loan Parties shall be permitted to acquire target companies in the same line of
business and that generated a positive net income as shown on its financial statements as of year
end of the immediately preceeding fiscal year with (a) the maximum cash investment of $30,000,000
for each acquisition and not more than $45,000,000 in the aggregate for each fiscal year when the
availability on the Line of Credit after such acquisition is at least $25,000,000; (b) a maximum
cash investment of $15,000,000 for each acquisition and not more than $25,000,000 in the aggregate
for each fiscal year when the availability on the Line of Credit after such acquisition is less
than $25,000,000, but more than $15,000,000; and (c) the maximum cash investment of $5,000,000 for
each acquisition and not more than $10,000,000 in aggregate for each fiscal year when the
availability on the Line of Credit after such acquisition is less than $15,000,000, but more than
$7,500,000. Further notwithstanding the foregoing, no acquisition will be permitted by Bank if the
availability of the Line of Credit after such acquisition is less than $7,500,000. As used herein,
the term “maximum cash investment” shall include the cash portion of the purchase price for the
acquisitions and the amount of any debt assumed in such acquisitions.



     Section 5.05. Guaranties. Guarantee or become liable in any way as surety, endorser
(other than as endorser of negotiable instruments for deposit or collection in the ordinary course
of business), accommodation endorser or otherwise, except for (a) guarantees of indebtedness
permitted under Section 5.03, (b) guarantees by a Loan Party of the indebtedness or liabilities of
another Loan Party permitted under Section 5.03, (c) guarantee of loans made to the employees of a
Loan Party, (d) guarantees given to joint ventures in which a Loan Party has invested as permitted
under Section 5.06 and (e) guarantees of obligations made in the ordinary course of business,
provided that such obligations are not subject to Section 5.03.



     Section 5.06. Loans, Advances, Investments. Make any loans or advances to or investments in
any person or entity, except for the Permitted Investments. As used herein, the



11









 




term “Permitted Investments” means: (a) investments in cash and cash equivalents, (b) any of
the investments set forth in this Article V existing as of, and disclosed to Bank prior to, the
date hereof, (c) investments by any Loan Party in any other Loan Party, (d) advances made in
connection with purchases of goods or services in the ordinary course of business, (e) loans to
employees for the exercise of stock options, consistent with applicable law, (f) investment in
joint ventures not to exceed $10,0000,000 outstanding at any time, (g) investments consisting of
acquisitions not prohibited by Section 5.04, and (h) investments not otherwise permitted under
preceding subsections (a) to (f) which are outstanding, at any time, in the aggregate less than
$1,000,000. The amount of investments outstanding at any time made pursuant to subsection (f) or
(h) shall equal the amount of investments made pursuant thereto less any distributions, redemptions
and repurchases of such investments received by a Borrower with respect of such investments.
Notwithstanding anything contained in this Agreement to the contrary, the loans, advances or
investment made under the preceding subsections (e) and (f) shall be deemed Permitted Investments,
so long as, both before and after giving effect to such loans, advances or investments, (a) no
default or Event of Default has occurred or is continuing and (b) availability of the Line of
Credit exceeds $5,000,000.




     Section 5.07. Dividends, Distributions. Make any distribution or declare or pay any dividends
(in cash or other property, other than a Loan Party’s common stock) on, or purchase, acquire,
redeem, or retire any of a Loan Party’s stock, of any class, whether now or hereafter outstanding,
except (a) for distributions by any Loan Party to another Loan Party, (b) in connection with
repurchases of Parent’s stock from employees of Parent or Borrower as permitted in Parent’s stock
option plan or employee equity incentive plan to the extent such repurchases provide such employees
with the cash they require to pay for purchases of such stock or to meet their withholding tax for
stock options and restricted stock or restricted stock units, and (c) in connection with the
repurchase of Parent’s stock from an officer, director, employee or service provider upon the
termination of such person’s relationship with the Loan Parties or any of its subsidiaries, so long
as, in the case of repurchases permitted under this subsection (c) both before and after giving
effect to such repurchase, (a) no Default or Event of Default has occurred or is continuing and (b)
availability of the Line of Credit exceeds $5,000,000.



     Section 5.08. Pledge of Assets. Mortgage, pledge, grant or permit to exist a security
interest in, or lien upon, all or any portion of a Loan Party’s assets now owned or hereafter
acquired, except any of the foregoing (a) in favor of Bank, (b) which is existing as of, and
disclosed to Bank in writing prior to, the date hereof, (c) which secure indebtedness permitted
under Section 5.03(c), (d) which are deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature, in each case in the ordinary course of business, (e) which are imposed by law for
taxes that are not yet due or are being contested in compliance with Section 4.07, (f) which are
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like liens imposed by
law, arising in the ordinary course of business and securing obligations that are not overdue by
more than 30 days or are being contested in compliance with Section 4.07, (g) which are pledges and
deposits made in the ordinary course of business in compliance with workers’ compensation,
unemployment insurance and other social security laws or regulations, (h) which are judgment liens
in respect of judgments that do not constitute an Event of Default under Section 6.01(e), (i)
customary set-off rights in favor of depositary banks, (j) which are ordinary



12









 




course liens of a collection bank arising under Arizona Statutes 47-4208 (Uniform Commercial
Code Section 4-208) on items in the course of collection; and (k) which arise out of conditional
sale, title retention, consignment or similar arrangements for the sale of goods entered into in
the ordinary course of business in accordance with past practices.




ARTICLE VI




EVENTS OF DEFAULT




     Section 6.01. Events of Default. The occurrence of any of the following shall constitute an
“Event of Default” under this Agreement:




     (a) A Loan Party shall fail to pay when due any principal, or within five days of
notice to Borrower, interest, fees or other amounts payable under any of the Loan Documents.




     (b) Any financial statement or certificate furnished to Bank in connection with, or any
representation or warranty made by a Loan Party or any other party under this Agreement or
any other Loan Document shall prove to be incorrect, false or misleading in any material
respect when furnished or made.




     (c) Any default in the performance of or compliance with any obligation, agreement or
other provision contained herein or in any other Loan Document (other than those referred to
in paragraphs (a) and (b) above), and with respect to any such default which by its nature
can be cured, such default shall continue for a period of 30 days from its occurrence.




     (d) Any default in the payment or performance of any obligation, or any defined event
of default, under the terms of any contract or instrument (other than any of the Loan
Documents) pursuant to which any Loan Party hereunder has incurred any debt for borrowed
money in excess of $500,000 to any person or entity (other than the Bank) and as a result of
such default or event of default such person or entity is entitled to accelerate the
maturity of or demand repayment of such debt.




     (e) Any default in the payment or performance of any obligation, or any defined event
of default, under the terms of any contract or instrument (other than any of the Loan
Documents) pursuant to which any Loan Party hereunder has incurred any debt for borrowed
money in excess of $100,000 to the Bank and as a result of such default or event of default
such person or entity is entitled to accelerate the maturity of or demand repayment of such
debt.




     (f) The filing of a notice of judgment lien against a Loan Party; or the recording of
any abstract of judgment against Borrower in any county in which a Loan Party has an
interest in real property; or the service of a notice of levy and/or of a writ of execution,
or other like process, against the assets of a Loan Party; or the entry of a final
non-appealable uninsured judgment against a Loan Party in excess of $1,000,000.



13









 






     (g) Any Loan Party shall become insolvent, or shall suffer or consent to or apply for
the appointment of a receiver, trustee, custodian or liquidator of itself or any of its
property, or shall generally fail to pay its debts as they become due, or shall make a
general assignment for the benefit of creditors; any Loan Party shall file a voluntary
petition in bankruptcy, or seeking reorganization, in order to effect a plan or other
arrangement with creditors or any other relief under the Bankruptcy Reform Act, Title 11 of
the United States Code, as amended or recodified from time to time or any similar insolvency
law or regulation applicable to a Loan Party (“Bankruptcy Code”), or under any state or
federal law or any similar insolvency law or regulation applicable to a Loan Party granting
relief to borrowers, whether now or hereafter in effect; or any involuntary petition or
proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law or
any similar insolvency law or regulation applicable to a Loan Party relating to bankruptcy,
reorganization or other relief for borrowers is filed or commenced against any Loan Party
and either such petition is not dismissed at the earliest opportunity available for such
Loan Party to have such petition dismissed or such Loan Party shall file an answer admitting
the jurisdiction of the court and the material allegations of any involuntary petition; or
any Loan Party shall be adjudicated a bankrupt, or an order for relief shall be entered
against any Loan Party by any court of competent jurisdiction under the Bankruptcy Code or
any other applicable state or federal law or any similar insolvency law or regulation
applicable to a Loan Party relating to bankruptcy, reorganization or other relief for
borrowers.




     (h) The dissolution or liquidation of any Loan Party if a corporation, partnership,
joint venture or other type of entity; or any Loan Party, or any of its directors,
stockholders or members, shall take action seeking to effect the dissolution or liquidation
of such Loan Party.



     Section 6.02. Remedies. Upon the occurrence of any Event of Default: (a) all indebtedness of
Borrower under each of the Loan Documents, any term thereof to the contrary notwithstanding, shall
at Bank’s option and without notice become immediately due and payable without presentment, demand,
protest or notice of dishonor, all of which are hereby expressly waived by Borrower; (b) the
obligation, if any, of Bank to extend any further credit under any of the Loan Documents shall
immediately cease and terminate; and (c) Bank shall have all rights, powers and remedies available
under each of the Loan Documents, or accorded by law, including without limitation the right to
resort to any or all security for any credit subject hereto and to exercise any or all of the
rights of a beneficiary or secured party pursuant to applicable law. All rights, powers and
remedies of Bank may be exercised at any time by Bank and from time to time after the occurrence of
an Event of Default, are cumulative and not exclusive, and shall be in addition to any other
rights, powers or remedies provided by law or equity.



ARTICLE VII




MISCELLANEOUS




     Section 7.01. No Waiver. No delay, failure or discontinuance of Bank in exercising any right,
power or remedy under any of the Loan Documents shall affect or operate as a waiver of such right,
power or remedy; nor shall any single or partial exercise of any such right, power or



14









 





remedy preclude, waive or otherwise affect any other or further exercise thereof or the
exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind
by Bank of any breach of or default under any of the Loan Documents must be in writing and shall be
effective only to the extent set forth in such writing.



     Section 7.02. Notices. All notices, requests and demands which any party is required or may
desire to give to any other party under any provision of this Agreement must be in writing
delivered to each party at the following address:



	 	 	 	 	 
	 

	 	to Borrower:
	 	eTelecare Global Solutions, Inc.
	 

	 	 	 	Suite 100
	 

	 	 	 	8901 East Raintree
	 

	 	 	 	Scottsdale, AZ 85260
	 

	 	 	 	Attention: J. Michael Dodson, Chief Financial Officer
	 

	 	 	 	Facsimile no.: (888) 217-0421
	 

	 	 	 	Email address: mike.dodson@etelecare.com
	 
	 	 	 	 
	 

	 	 	 	With a copy to:
	 
	 	 	 	 
	 

	 	 	 	eTelecare Global Solutions, Inc.
	 

	 	 	 	Suite 100
	 

	 	 	 	8901 East Raintree
	 

	 	 	 	Scottsdale, AZ 85260
	 

	 	 	 	Attention: Matt Beckler, Global Director of Treasury
	 

	 	 	 	Facsimile no.: (480) 477-1279
	 

	 	 	 	Email address: matt.beckler@etelecare.com
	 
	 	 	 	 
	 

	 	 	 	With a copy to:
	 
	 	 	 	 
	 

	 	 	 	Pillsbury Winthrop Shaw Pittman LLP
	 

	 	 	 	50 Fremont Street
	 

	 	 	 	San Francisco, CA 94105-2228
	 

	 	 	 	Attention: Robert Spjut, Esq.
	 

	 	 	 	Facsimile no.: (415) 983-1200
	 

	 	 	 	Email address: bob.spjut@pillsburylaw.com
	 
	 	 	 	 
	 

	 	to Bank:
	 	Wells Fargo Bank, National Association
	 

	 	 	 	100 West Washington
	 

	 	 	 	Phoenix, AZ 85003
	 

	 	 	 	Attention: Timothy Dillingham
	 

	 	 	 	Facsimile no.: (602) 378-2350
	 

	 	 	 	Email address: dillint@wellsfargo.com






15









 






	 	 	 	 	 
	 

	 	 	 	With a copy to:
	 
	 

	 	 	 	Wells Fargo Law Department
	 

	 	 	 	MAC S4101-142
	 

	 	 	 	Suite 1418, 14th Floor
	 

	 	 	 	100 W. Washington
	 

	 	 	 	Phoenix, AZ 85003-1805
	 

	 	 	 	Attention: Darren V. Roman, Esq.
	 

	 	 	 	Facsimile no.: (602) 378-4428
	 

	 	 	 	Email address: romandv@wellsfargo.com
	 
	 	 	 	 
	 

	 	 	 	With a copy to:
	 
	 	 	 	 
	 

	 	 	 	Kutak Rock LLP
	 

	 	 	 	1801 California Street, Suite 3100
	 

	 	 	 	Denver, CO 80202
	 

	 	 	 	Attention: William S. Martin, Esq.
	 

	 	 	 	Facsimile no.: (303) 292-7799
	 

	 	 	 	Email address: william.martin@kutakrock.com





or to such other address as any party may designate by written notice to all other parties. Each
such notice, request and demand shall be deemed given or made as follows: (a) if sent by hand
delivery, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or three days
after deposit in the U.S. mail, first-class and postage prepaid; (c) if sent by facsimile, upon
receipt and (d) if sent by electronic mail upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return e-mail
or other written acknowledgement); provided that if such notice or other communication is
not received during the normal business hours of the recipient, such notice or communication shall
be deemed to have been received at the opening of business on the next Business Day for the
recipient.




     Section 7.03. Costs, Expenses and Attorneys’ Fees. Borrower shall pay to Bank immediately
upon demand the full amount of all payments, advances, charges, costs and expenses, including
reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of Bank’s
in-house counsel), expended or incurred by Bank in connection with (a) the negotiation and
preparation of this Agreement and the other Loan Documents, Bank’s continued administration hereof
and thereof, and the preparation of any amendments and waivers hereto and thereto; (b) subject to
Section 7.11, the enforcement of Bank’s rights and/or the collection of any amounts which become
due to Bank under any of the Loan Documents; and (c) subject to Section 7.11, the prosecution or
defense of any action in any way related to any of the Loan Documents, including without
limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in
an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection
with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested
matter or motion brought by Bank or any other person) relating to Borrower or any other person or
entity.



16









 





     Section 7.04. Successors, Assignment. This Agreement shall be binding upon and inure to the
benefit of the heirs, executors, administrators, legal representatives, successors and assigns of
the parties; provided however, that Borrower may not assign or transfer its interests or rights
hereunder without Bank’s prior written consent. Bank reserves the right to sell, assign, transfer,
negotiate or grant participations in all or any part of, or any interest in, Bank’s rights and
benefits under each of the Loan Documents; provided that so long as no Event of Default shall have
occurred and be continuing, Bank shall not sell, assign or transfer any of its rights or
obligations under the Loan Documents without the prior written consent of Borrower, which consent
shall not be unreasonably withheld or delayed. In connection therewith, Bank may disclose all
documents and information which Bank now has or may hereafter acquire relating to any credit
subject hereto, Loan Parties or its business, or any collateral required hereunder.



     Section 7.05. Entire Agreement; Amendment. This Agreement and the other Loan Documents
constitute the entire agreement between Borrower and Bank with respect to each credit subject
hereto and supersede all prior negotiations, communications, discussions and correspondence
concerning the subject matter hereof. This Agreement may be amended or modified only in writing
signed by each party hereto.



     Section 7.06. No Third-Party Beneficiaries. This Agreement is made and entered into for the
sole protection and benefit of the parties hereto and their respective permitted successors and
assigns, and no other person or entity shall be a third-party beneficiary of, or have any direct or
indirect cause of action or claim in connection with, this Agreement or any other of the Loan
Documents to which it is not a party.



     Section 7.07. Time. Time is of the essence of each and every provision of this Agreement and
each other of the Loan Documents.



     Section 7.08. Severability of Provisions. If any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity without invalidating the remainder of such provision or
any remaining provisions of this Agreement.



     Section 7.09. Counterparts. This Agreement may be executed in any number of counterparts,
each of which when executed and delivered shall be deemed to be an original, and all of which when
taken together shall constitute one and the same Agreement.



     Section 7.10. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Arizona.



     Section 7.11. Arbitration.




     (a) Arbitration. The parties hereto agree, upon demand by any party, to submit to
binding arbitration all claims, disputes and controversies between or among them (and their
respective employees, officers, directors, attorneys, and other agents), whether in tort,
contract or otherwise in any way arising out of or relating to (i) any credit subject
hereto, or any of the Loan Documents, and their negotiation, execution, collateralization,
administration, repayment, modification, extension, substitution,



17









 







formation, inducement, enforcement, default or termination; or (ii) requests for
additional credit.




     (b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in
Arizona selected by the American Arbitration Association (“AAA”); (ii) be governed by the
Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting
choice of law provision in any of the documents between the parties; and (iii) be conducted
by the AAA, or such other administrator as the parties shall mutually agree upon, in
accordance with the AAA’s commercial dispute resolution procedures, unless the claim or
counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and
costs in which case the arbitration shall be conducted in accordance with the AAA’s optional
procedures for large, complex commercial disputes (the commercial dispute resolution
procedures or the optional procedures for large, complex commercial disputes to be referred
to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms
hereof and the Rules, the terms and procedures set forth herein shall control. Any party
who fails or refuses to submit to arbitration following a demand by any other party shall
bear all costs and expenses incurred by such other party in compelling arbitration of any
dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a
bank of the protections afforded to it under 12 U.S.C. § 91 or any similar applicable state
law.




     (c) No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration
requirement does not limit the right of any party to (i) foreclose against real or personal
property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of
collateral such as setoff or repossession; (iii) obtain provisional or ancillary remedies
such as replevin, injunctive relief, attachment or the appointment of a receiver, before
during or after the pendency of any arbitration proceeding, or (iv) enforcing the Guaranty
against Parent. This exclusion does not constitute a waiver of the right or obligation of
any party to submit any dispute to arbitration or reference hereunder, including those
arising from the exercise of the actions detailed in clauses (i), (ii), (iii) and (iv) of
this paragraph.




     (d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the
amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator
selected according to the Rules, and who shall not render an award of greater than
$5,000,000.00. Any dispute in which the amount in controversy exceeds $5,000,000.00 shall
be decided by majority vote of a panel of three arbitrators; provided however, that all
three arbitrators must actively participate in all hearings and deliberations. The
arbitrator will be a neutral attorney licensed in the State of Arizona or a neutral retired
judge of the state or federal judiciary of Arizona, in either case with a minimum of ten
years experience in the substantive law applicable to the subject matter of the dispute to
be arbitrated. The arbitrator will determine whether or not an issue is arbitratable and
will give effect to the statutes of limitation in determining any claim. In any arbitration
proceeding the arbitrator will decide (by documents only or with a hearing at the
arbitrator’s discretion) any pre-hearing motions which are similar to motions to dismiss for
failure to state a claim or motions for summary adjudication. The arbitrator shall resolve
all disputes in accordance with the substantive law of Arizona and may



18









 







grant any remedy or relief that a court of such state could order or grant within the
scope hereof and such ancillary relief as is necessary to make effective any award. The
arbitrator shall also have the power to award recovery of all costs and fees, to impose
sanctions and to take such other action as the arbitrator deems necessary to the same extent
a judge could pursuant to the Federal Rules of Civil Procedure, the Arizona Rules of Civil
Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction. The institution and maintenance of an action
for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a
waiver of the right of any party, including the plaintiff, to submit the controversy or
claim to arbitration if any other party contests such action for judicial relief.




     (e) Discovery. In any arbitration proceeding, discovery will be permitted in
accordance with the Rules. All discovery shall be expressly limited to matters directly
relevant to the dispute being arbitrated and must be completed no later than 20 days before
the hearing date. Any requests for an extension of the discovery periods, or any discovery
disputes, will be subject to final determination by the arbitrator upon a showing that the
request for discovery is essential for the party’s presentation and that no alternative
means for obtaining information is available.




     (f) Class Proceedings and Consolidations. No party hereto shall be entitled to join or
consolidate disputes by or against others in any arbitration, except parties who have
executed any Loan Document, or to include in any arbitration any dispute as a representative
or member of a class, or to act in any arbitration in the interest of the general public or
in a private attorney general capacity.




     (g) Payment of Arbitration Costs and Fees. The arbitrator shall award all costs and
expenses of the arbitration proceeding.




     (h) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the
parties shall take all action required to conclude any arbitration proceeding within 180
days of the filing of the dispute with the AAA. No arbitrator or other party to an
arbitration proceeding may disclose the existence, content or results thereof, except for
disclosures of information by a party required in the ordinary course of its business or by
applicable law or regulation. If more than one agreement for arbitration by or between the
parties potentially applies to a dispute, the arbitration provision most directly related to
the Loan Documents or the subject matter of the dispute shall control. This arbitration
provision shall survive termination, amendment or expiration of any of the Loan Documents or
any relationship between the parties.



19









 





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day
and year first written above.



	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By
	 	          /s/ Timothy Dillingham
	 

	 	 	 	 
	 

	 	 	 	Timothy Dillingham, Vice President






[Signature Page to Credit Agreement]





 









 








	 	 	 	 	 
	 	 	BORROWERS:
	 
	 	 	 	 
	 	 	eTELECARE GLOBAL SOLUTIONS-US, INC., a Delaware
corporation
	 
	 	 	 	 
	 

	 	By
	 	          /s/ J. Michael Dodson
	 

	 	 	 	 
	 

	 	 	 	J. Michael Dodson, Chief Financial Officer
	 
	 	 	 	 
	 	 	eTELECARE GLOBAL SOLUTIONS-AZ, INC., an Arizona
corporation
	 
	 	 	 	 
	 

	 	By
	 	          /s/ J. Michael Dodson
	 

	 	 	 	 
	 

	 	 	 	J. Michael Dodson, Chief Financial Officer
	 
	 	 	 	 
	 	 	CONSENTED TO AND ACKNOWLEDGED BY PARENT
	 
	 	 	 	 
	 	 	eTELECARE GLOBAL SOLUTIONS, INC., a Metro-Manila,
Philippines corporation
	 
	 	 	 	 
	 

	 	By
	 	          /s/ J. Michael Dodson
	 

	 	 	 	 
	 

	 	 	 	J. Michael Dodson, Chief Financial Officer






[Signature Page to Credit Agreement]




 









 










EXHIBIT A




FORM OF COMPLIANCE CERTIFICATE




COMPLIANCE CERTIFICATE




To: Wells Fargo Bank, National Association




     This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of
July 23, 2007 (as amended, modified, renewed or extended from time to time, the “Agreement”) among
eTelecare Global Solutions-US, Inc., a Delaware corporation and eTelecare Global Solutions-AZ,
Inc., an Arizona corporation (collectively, the “Borrower”) and Wells Fargo Bank, National
Association and acknowledged by eTelecare Global Solutions, Inc., a Metro-Manila Philippines
corporation (“Parent”). Unless otherwise defined herein, capitalized terms used in this Compliance
Certificate have the meanings ascribed thereto in the Agreement.



     THE UNDERSIGNED HEREBY CERTIFIES THAT:



     1. I am the duly elected Chief Financial Officer of the Parent.



     2. I have reviewed the terms of the Agreement and I have made, or caused to be made under my
supervision, a detailed review of the transactions and conditions of the Borrower and the Parent
during the accounting period covered by the attached financial statements.



     3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the
existence of any condition or event which constitutes an Event of Default during or at the end of
the accounting period covered by the attached financial statements or as of the date of this
Certificate, except as set forth below.



     4. Schedule I attached hereto sets forth financial data and compliance computations evidencing
the Borrower’s and Parent’s compliance with certain covenants of the Agreement, all of which data
and computations are true, complete and correct.



     5. Schedule II attached hereto sets forth the various reports and deliveries which are
required under the Credit Agreement and the other Loan Documents and the status of compliance.



     Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature
of the condition or event, the period during which has existed and the action which the Borrower or
Parent has taken, is taking, or proposes to take with respect to each such condition or event:


 




 







A-1









 








     The foregoing certifications, together with the computations set forth in Schedule I hereto
and the financial statements delivered with this Certificate in support hereof, are made and
delivered                     , 20___.


                                        , Chief Financial Officer





A-2