exv10w2



 





EXHIBIT 10.2




REVOLVING LINE OF CREDIT NOTE




	 	 	 	 	 
	$25,000,000

	 	 	 	Scottsdale, Arizona
	 

	 	 	 	July 23, 2007






     FOR VALUE RECEIVED, the undersigned eTELECARE GLOBAL SOLUTIONS-US, INC., a Delaware
corporation; eTELECARE GLOBAL SOLUTIONS-AZ, INC., an Arizona corporation, and each corporation,
limited liability company and partnership that becomes a “Borrower” under and pursuant to Section
6(d) (individually and collectively, the “Borrower”), promises to pay to the order of WELLS FARGO
BANK, NATIONAL ASSOCIATION (“Bank”) at its office at 100 West Washington, Phoenix, Arizona, 85003,
or at such other place as the holder hereof may designate, in lawful money of the United States of
America and in immediately available funds, the principal sum of Twenty-Five Million and no/100
Dollars ($25,000,000), or so much thereof as may be advanced and be outstanding, with interest
thereon, to be computed on each advance from the date of its disbursement as set forth herein.



     1. Definitions. As used herein, the following terms shall have the meanings set forth after
each, and any other term defined in this Note shall have the meaning set forth at the place
defined:




     (a) “Business Day” means any day except a Saturday, Sunday or any other day on which
commercial banks in Arizona are authorized or required by law to close.




     (b) “Fixed Rate Term” means a period commencing on a Business Day and continuing for
30, 60, 90 or 180 days, as designated by Borrower, during which all or a portion of the
outstanding principal balance of this Note bears interest determined in relation to LIBOR;
provided, however, that no Fixed Rate Term may be selected for a principal amount less than
$500,000; and provided, further, that no Fixed Rate Term shall extend beyond the scheduled
maturity date hereof. If any Fixed Rate Term would end on a day which is not a Business
Day, then such Fixed Rate Term shall be extended to the next succeeding Business Day.




     (c) “LIBOR” means the rate per annum (rounded upward, if necessary, to the nearest
whole 1/100 of 1%) and determined pursuant to the following formula:



	 	 	 	 	 	 	 
	 
	 	LIBOR =
	 	Base LIBOR	 	 
	 
	 	 	 	 

100% — LIBOR Reserve Percentage
	 	 







     (i) “Base LIBOR” means for any Fixed Rate Term the rate per annum for United
States dollar deposits equal to the British Bankers Association LIBOR Rate (“BBA
LIBOR”), for delivery on the first day of such Fixed Rate Term, as published by
Reuters with a term equivalent to such Fixed Rate Term, determined as of
approximately 11:00 a.m. (London time) two (2) Business Days prior to the



 









 







first day of such Fixed Rate Term. If the rate referenced in the preceding
sentence is not available, the rate per annum determined by Bank as the rate of
interest at which deposits in Dollars for delivery on the first day of such Fixed
Rate Term in same day funds in the approximate amount of the advance being made,
continued or converted and with a term equivalent to such Fixed Rate Term would be
offered by Bank to major banks in the London interbank Eurodollar market at their
request at approximately 4:00 p.m. (London time) two (2) Business Days prior to the
first day of such Fixed Rate Term.




     (ii) “LIBOR Reserve Percentage” means the reserve percentage prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
“Eurocurrency Liabilities” (as defined in Regulation D of the Federal Reserve Board,
as amended), adjusted by Bank for expected changes in such reserve percentage during
the applicable Fixed Rate Term.




     (d) “Prime Rate” means at any time the rate of interest most recently announced within
Bank at its principal office as its Prime Rate, with the understanding that the Prime Rate
is one of Bank’s base rates and serves as the basis upon which effective rates of interest
are calculated for those loans making reference thereto, and is evidenced by the recording
thereof after its announcement in such internal publication or publications as Bank may
designate.



     2. Interest.




     (a) Interest. Any portion of the outstanding principal balance of this Note shall bear
interest (computed on the basis of a 360-day year, actual days elapsed) either (i) at the
Prime Rate per annum in effect from time to time, or (ii) at the fixed rate of LIBOR plus
1.25% per annum for the duration of each applicable Fixed Rate Term. When interest is
determined in relation to the Prime Rate, each change in the rate of interest hereunder
shall become effective on the date each Prime Rate change is announced within Bank. With
respect to each LIBOR selection hereunder, Bank is hereby authorized to note the date,
principal amount, interest rate and Fixed Rate Term applicable thereto and any payments made
thereon on Bank’s books and records (either manually or by electronic entry) and/or on any
schedule attached to this Note, which notations shall be prima facie evidence of the
accuracy of the information noted.




     (b) Selection of Interest Rate Options. At any time any portion of this Note bears
interest determined in relation to LIBOR, it may be continued by Borrower at the end of the
Fixed Rate Term applicable thereto so that all or a portion thereof bears interest
determined in relation to the Prime Rate or to LIBOR for a new Fixed Rate Term designated by
Borrower. At any time any portion of this Note bears interest determined in relation to the
Prime Rate, Borrower may convert all or a portion thereof so that it bears interest
determined in relation to LIBOR for a Fixed Rate Term designated by Borrower. At such time
as Borrower requests an advance hereunder or wishes to select a LIBOR option for all or a
portion of the outstanding principal balance hereof, and at the end of each Fixed Rate Term,
Borrower shall give Bank notice specifying: (i) the interest rate option selected by
Borrower; (ii) the principal amount subject thereto; and (iii) for



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each LIBOR selection, the length of the applicable Fixed Rate Term. Any such notice
may be given by telephone (or such other electronic method as Bank may permit) so long as,
with respect to each LIBOR selection, (A) if requested by Bank, Borrower provides to Bank
written confirmation thereof not later than three Business Days after such notice is given;
and (B) such notice is given to Bank prior to 10:00 a.m. on the first day of the Fixed Rate
Term, or at a later time during any Business Day if Bank, at its sole option but without
obligation to do so, accepts Borrower’s notice and quotes a fixed rate to Borrower. If
Borrower does not immediately accept a fixed rate when quoted by Bank, the quoted rate shall
expire and any subsequent LIBOR request from Borrower shall be subject to a redetermination
by Bank of the applicable fixed rate. If no specific designation of interest is made at the
time any advance is requested hereunder or at the end of any Fixed Rate Term, Borrower shall
be deemed to have made a Prime Rate interest selection for such advance or the principal
amount to which such Fixed Rate Term applied.




     (c) Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in
addition to any other amounts due or to become due hereunder, any and all (i) withholdings,
interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes)
imposed by any domestic or foreign governmental authority and related in any manner to
LIBOR; and (ii) future, supplemental, emergency or other changes in the LIBOR Reserve
Percentage, assessment rates imposed by the Federal Deposit Insurance Corporation, or
similar requirements or costs imposed by any domestic or foreign governmental authority or
resulting from compliance by Bank with any request or directive (whether or not having the
force of law) from any central bank or other governmental authority and related in any
manner to LIBOR to the extent they are not included in the calculation of LIBOR. In
determining which of the foregoing are attributable to any LIBOR option available to
Borrower hereunder, any reasonable allocation made by Bank among its operations shall be
conclusive and binding upon Borrower.




     (d) Payment of Interest. Interest accrued on this Note shall (a) with respect to
portions of the outstanding principal bearing interest at the Prime Rate, be payable on the
end day of each month, commencing one calendar month after the date hereof and (b) with
respect to portions of the outstanding principal bearing interest based on LIBOR, be payable
at the end of each Fixed Rate Term (but in no event beyond 90 days from the commencement of
such term which payment shall include the interest that would have accrued during the
remaining 90 days of the Fixed Rate Term, if applicable).




     (e) Default Interest. From and after the maturity date of this Note, or such earlier
date as all principal owing hereunder becomes due and payable by acceleration or otherwise,
the outstanding principal balance of this Note shall bear interest until paid in full at an
increased rate per annum (computed on the basis of a 360-day year, actual days elapsed)
equal to 2% above the rate of interest from time to time applicable to this Note.



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     3. Borrowing and Repayment.




     (a) Borrowing and Repayment. Borrower may from time to time during the term of this
Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to
all of the limitations, terms and conditions of this Note and of any document executed in
connection with or governing this Note; provided, however, that the total outstanding
borrowings under this Note shall not at any time exceed the principal amount stated above.
The unpaid principal balance of this obligation at any time shall be the total amounts
advanced hereunder by the holder hereof less the amount of principal payments made hereon by
or for Borrower, which balance may be endorsed hereon from time to time by the holder. The
outstanding principal balance of this Note shall be due and payable in full on July 23,
2011.




     (b) Advances. Advances hereunder, to the total amount of the principal sum stated
above, may be made by the holder at the oral or written request of (i) the then current
Chief Financial Officer or Global Director of Treasury and Tax, any one acting alone, who
are authorized to request advances and direct the disposition of any advances until written
notice of the revocation of such authority is received by the holder at the office
designated above, or (ii) any person, with respect to advances deposited to the credit of
any deposit account of Borrower, which advances, when so deposited, shall be conclusively
presumed to have been made to or for the benefit of Borrower regardless of the fact that
persons other than those authorized to request advances may have authority to draw against
such account. The holder shall have no obligation to determine whether any person
requesting an advance as provided in preceding clause (ii) is or has been authorized by
Borrower.




     (c) Application of Payments. Each payment made on this Note shall be credited first,
to any interest then due and second, to the outstanding principal balance hereof. All
payments credited to principal shall be applied first, to the outstanding principal balance
of this Note which bears interest determined in relation to the Prime Rate, if any, and
second, to the outstanding principal balance of this Note which bears interest determined in
relation to LIBOR, with such payments applied to the oldest Fixed Rate Term first.



     4. Prepayment.




     (a) Prime Rate. Borrower may prepay principal on any portion of this Note which bears
interest determined in relation to the Prime Rate at any time, in any amount and without
penalty.




     (b) LIBOR. Borrower may prepay principal on any portion of this Note which bears
interest determined in relation to LIBOR at any time and in the minimum amount of $500,000;
provided however, that if the outstanding principal balance of such portion of this Note is
less than said amount, the minimum prepayment amount shall be the entire outstanding
principal balance thereof. In consideration of Bank providing this prepayment option to
Borrower, or if any such portion of this Note shall become due and payable at any time prior
to the last day of the Fixed Rate Term applicable thereto by



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acceleration or otherwise, Borrower shall pay to Bank immediately upon demand a fee
which is the sum of the discounted monthly differences for each month from the month of
prepayment through the month in which such Fixed Rate Term matures, calculated as follows
for each such month:




     (i) Determine the amount of interest which would have accrued each month on the
amount prepaid at the interest rate applicable to such amount had it remained
outstanding until the last day of the Fixed Rate Term applicable thereto.




     (ii) Subtract from the amount determined in (i) above the amount of interest
which would have accrued for the same month on the amount prepaid for the remaining
term of such Fixed Rate Term at LIBOR in effect on the date of prepayment for new
loans made for such term and in a principal amount equal to the amount prepaid.




     (iii) If the result obtained in (ii) for any month is greater than zero,
discount that difference by LIBOR used in (ii) above.



     Borrower acknowledges that prepayment of such amount may result in Bank incurring additional
costs, expenses and/or liabilities, and that it is difficult to ascertain the full extent of such
costs, expenses and/or liabilities. Borrower, therefore, agrees to pay the above-described
prepayment fee and agrees that said amount represents a reasonable estimate of the prepayment
costs, expenses and/or liabilities of Bank. If Borrower fails to pay any prepayment fee when due,
the amount of such prepayment fee shall thereafter bear interest until paid at a rate per annum 2%
above the Prime Rate in effect from time to time (computed on the basis of a 360-day year, actual
days elapsed).



     5. Events of Default. The occurrence or happening, at any time and from time to time, of any
Event of Default (as defined in the Credit Agreement) shall constitute a default hereunder (“Event
of Default”).



     6. Miscellaneous.




     (a) Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at
the holder’s option, may declare all sums of principal and interest outstanding hereunder to
be immediately due and payable without presentment, demand, notice of nonperformance, notice
of protest, protest or notice of dishonor, all of which are expressly waived by Borrower,
and the obligation, if any, of the holder to extend any further credit hereunder shall
immediately cease and terminate. Borrower shall pay to the holder 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 the holder’s
in-house counsel), expended or incurred by the holder in connection with the enforcement of
the holder’s rights and/or the collection of any amounts which become due to the holder
under this Note, and the prosecution or defense of any action in any way related to this
Note, 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



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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.




     (b) Obligations Joint and Several. Should more than one person or entity sign this
Note as a Borrower, the obligations of each such Borrower shall be joint and several.




     (c) 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 cause such entity to
promptly join this Note pursuant to a joinder agreement in form and substance satisfactory
to Bank.




     (d) Governing Law. This Note shall be governed by and construed in accordance with the
laws of the State of Arizona.



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     IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.



	 	 	 	 	 
	 	 	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






[Signature
Page to Revolving Line of Credit Note]