0001047469-04-006987 Sample Contracts

FIRST AMENDMENT AND WAIVER
Credit Agreement • March 8th, 2004 • Teletech Holdings Inc • Services-business services, nec

THIS FIRST AMENDMENT AND WAIVER dated as of February 10, 2003 (this “Amendment”) is executed in connection with the Credit Agreement dated as of October 29, 2002 (the “Credit Agreement”) among TeleTech Holdings, Inc. (the “Company”), various financial institutions (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.

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INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT among VARIOUS CREDITORS OF TELETECH HOLDINGS, INC. and BANK OF AMERICA, N.A., as Collateral Agent
Intercreditor and Collateral Agency Agreement • March 8th, 2004 • Teletech Holdings Inc • Services-business services, nec • New York

This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (this “Agreement”) dated as of October 24, 2003 is entered into among BANK OF AMERICA, N.A. (“Bank of America”) in its capacity as administrative agent for the Lenders (as defined below) under the Credit Agreement referred to below (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), the Purchasers referred to below, various other creditors of TeleTech Holdings, Inc., a Delaware corporation (the “Company”), and BANK OF AMERICA, as Collateral Agent (as defined below).

SECOND AMENDMENT
Second Amendment • March 8th, 2004 • Teletech Holdings Inc • Services-business services, nec

THIS SECOND AMENDMENT dated as of June 30, 2003 (this “Amendment”) is executed in connection with the Credit Agreement dated as of October 29, 2002 (as previously amended, the “Credit Agreement”) among TeleTech Holdings, Inc. (the “Borrower”), various financial institutions (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.

THIRD AMENDMENT Dated as of September 30, 2003 to NOTE PURCHASE AGREEMENT Dated as of October 1, 2001
Note Purchase Agreement • March 8th, 2004 • Teletech Holdings Inc • Services-business services, nec • New York

THIS THIRD AMENDMENT dated as of September 30, 2003 (the or this “Third Amendment”) to that certain Note Purchase Agreement dated as of October 1, 2001 is between TELETECH HOLDINGS, INC., a Delaware corporation (the “Company”), and each of the institutional investors listed on the signature pages hereto (collectively, the “Noteholders”).

WAIVER AND SECOND AMENDMENT Dated as of August 1, 2003 to NOTE PURCHASE AGREEMENT Dated as of October 1, 2001
Note Purchase Agreement • March 8th, 2004 • Teletech Holdings Inc • Services-business services, nec • New York

THIS WAIVER AND SECOND AMENDMENT dated as of August 1, 2003 (the or this “Second Amendment”) to that certain Note Purchase Agreement dated as of October 1, 2001 is between TELETECH HOLDINGS, INC., a Delaware corporation (the “Company”), and each of the institutional investors listed on the signature pages hereto (collectively, the “Noteholders”).

PLEDGE AGREEMENT
Pledge Agreement • March 8th, 2004 • Teletech Holdings Inc • Services-business services, nec • New York

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

October 24, 2003
Teletech Holdings Inc • March 8th, 2004 • Services-business services, nec
SECURITY AGREEMENT
Security Agreement • March 8th, 2004 • Teletech Holdings Inc • Services-business services, nec • New York

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

FIRST AMENDMENT Dated as of February 1, 2003 to NOTE PURCHASE AGREEMENT Dated as of October 1, 2001
Note Purchase Agreement • March 8th, 2004 • Teletech Holdings Inc • Services-business services, nec

THIS FIRST AMENDMENT dated as of February 1, 2003 (the or this “First Amendment”) to that certain Note Purchase Agreement dated as of October 1, 2001 is between TELETECH HOLDINGS, INC., a Delaware corporation (the “Company”), and each of the institutional investors listed on the signature pages hereto (collectively, the “Noteholders”)

DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (COLORADO) by and from TELETECH SERVICES CORPORATION (“Grantor”) to THE PUBLIC TRUSTEE OF THE COUNTY OF DOUGLAS, COLORADO (“Trustee”) for the benefit of BANK OF...
Deed of Trust, Security Agreement • March 8th, 2004 • Teletech Holdings Inc • Services-business services, nec

THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (Colorado) (this “Deed of Trust”) dated as of October 24,2003 is made by TELETECH SERVICES CORPORATION, a Colorado corporation (“Grantor”), whose address is 9197 South Peoria Street, Englewood, Colorado 80112, Attention: Karen Breen, to THE PUBLIC TRUSTEE OF THE COUNTY OF DOUGLAS, COLORADO (“Trustee”), for the benefit of BANK OF AMERICA, N.A. (“Bank of America”), as collateral agent (in such capacity, the “Collateral Agent”) for and representative of various creditors of TeleTech Holdings, Inc. (the “Company”) under the Intercreditor Agreement referred to below (the Collateral Agent, together with its successors and assigns, “Beneficiary”), having an address at 231 S. LaSalle Street, Chicago, Illinois 60697.

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