UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

TeleTech Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-11919		84-1291044
(State of		(Commission		(I.R.S. Employer
Incorporation)		File Number)		Identification No.)

9197 S. Peoria Street, Englewood, Colorado 80112
(Address of principal executive offices, including Zip Code)

Telephone Number: (303) 397-8100
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01 Entry into a Material Definitive Agreement

On November 30, 2007, TeleTech Holdings, Inc. entered into a Second Amendment Agreement (the “Second Amendment”) to its Amended and Restated Credit Agreement, dated as of September 28, 2006 (the “Credit Agreement”) with the lender parties thereto (the “Lenders”), KeyBank National Association, as lead arranger, sole book runner and administrative agent and Wells Fargo Bank, N.A., as syndication agent. The Credit Agreement is a revolving credit facility which permits the Company to borrow up to $180 million from the Lenders.

As disclosed in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 9, 2007, the Company’s Audit Committee is conducting a self-initiated review of the Company’s accounting for equity-based compensation practices. Until the review is complete, the Company is not able to prepare and deliver to the Lenders financial statements in accordance with GAAP, as required by the Credit Agreement. The Company was also not able to timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 (the “Delayed 10-Q”).

The Second Amendment, which, by agreement, was made effective as of November 15, 2007, permits the Company to deliver its financial statements for the fiscal quarter ended September 30, 2007 to the Lenders by March 31, 2008. The Lenders also consented to (i) the filing of the Delayed 10-Q with the SEC on or before March 31, 2008, (ii) the restatement of the Company’s previously issued financial statements, if necessary, and (iii) the NASDAQ Staff Determination Letter with respect to the possible delisting of the Company’s common stock from the NASDAQ Global Market due to the Delayed 10-Q. The Lenders’ consent is conditioned such that after giving effect to the terms of the Second Amendment and the foregoing consent, no other default or event of default may exist under the Credit Agreement. In addition, the Company may be required to pay the Lenders higher interest for past periods to the extent a higher rate would have been applicable under the Credit Agreement based on the Company’s restated financial statements for the relevant prior periods, if such restatements occur.

As a result of the Second Amendment, there is presently no basis for the Lenders to declare an event of default under the Credit Agreement and the Company may continue to borrow funds thereunder. However, if the Company fails to deliver the required financial statements for the fiscal quarter ended September 30, 2007 and file the Delayed 10-Q with the SEC by March 31, 2008, the Lenders may declare an event of default under the Credit Agreement, terminate their commitment to lend to the Company and require that the Company immediately repay all amounts then outstanding under the Credit Agreement.

A copy of the Second Amendment is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit No.		Description
10.1		Second Amendment Agreement among TeleTech Holdings, Inc., the lender parties thereto, KeyBank, National Association, as lead arranger, sole book runner and administrative agent, and Wells Fargo Bank, N.A. as syndication agent, made as of November 15, 2007.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 4, 2007

EXHIBIT INDEX

Exhibit No.		Description
10.1		Second Amendment Agreement among TeleTech Holdings, Inc., the lender parties thereto, KeyBank, National Association, as lead arranger, sole book runner and administrative agent, and Wells Fargo Bank, N.A. as syndication agent, made as of November 15, 2007.

Exhibit 10.1

SECOND AMENDMENT AGREEMENT

     This SECOND AMENDMENT AGREEMENT (this “Amendment”) is made as of the 15^th day of November, 2007 among:

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

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

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

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

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

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

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

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

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

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

     (a) Quarterly Financials. Borrower shall deliver to Agent, within forty-five (45) days (or one hundred eighty-three (183) days with respect to the fiscal quarter of Borrower ended September 30, 2007) after the end of each of the first three quarter annual periods of each fiscal year of Borrower, balance sheets of the Companies as of the end of such period and statements of income (loss), stockholders’ equity and cash flow for the quarter and fiscal year to date periods, all prepared on a Consolidated basis, in accordance with GAAP, and in form and detail satisfactory to Agent and certified by a Financial Officer of Borrower; provided that, with respect to the fiscal quarter of Borrower ended September 30, 2007, (i) Borrower shall have delivered preliminary financial statements and a corresponding preliminary calculation of covenants for such

quarter prior to November 30, 2007, in each case excluding adjustments related to compensation expense for equity-based compensation granted during any prior fiscal quarter, or which may be adjusted for the fiscal quarter ended September 30, 2007, (ii) the Applicable Commitment Fee Rate and the Applicable Margin shall be calculated based upon such preliminary financial statements and calculations, and (iii) if such preliminary financial statements and calculations are not consistent with the certified financial statements to be delivered on or prior to March 31, 2008, the Applicable Commitment Fee Rate and the Applicable Margin, as applicable, shall be retroactively adjusted upon receipt of the certified financial statements.

     2. Consent to Various Requests.

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

     (i) Borrower may need to file its 10-Q quarterly report with the SEC for the fiscal quarter ended September 30, 2007 as late as March 31, 2008 (the “Delayed 10-Q Filing”);

     (ii) Borrower may need to restate its financial statements filed with the SEC for any fiscal period ending after December 31, 1998 and prior to September 30, 2007 (the “Restatement of Financial Statements”); and

     (iii) on November 14, 2007, Borrower received a Nasdaq Staff Determination letter from The Nasdaq Stock Market (“Nasdaq”) indicating that Borrower’s securities are subject to delisting from the Nasdaq Global Market because Borrower has not yet filed its 10-Q quarterly report for the fiscal quarter ended September 30, 2007 (the “Nasdaq Proceeding” and, together with the Delayed 10-Q Filing and the Restatement of Financial Statements, collectively, the “Requested Consents”).

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

     (i) SEC and Nasdaq regulations;

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

     (iii) certain representations and warranties set forth in Article VI of the Credit Agreement, including, but not limited to, Section 6.3 (Compliance with Laws and Contracts), Section 6.4 (Litigation and Administrative Proceedings) and Section 6.14 (Financial Statements) of the Credit Agreement.

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

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

     (ii) to the extent that the Restatement of Financial Statements would have caused Borrower to pay a higher rate of interest for any time period since the Closing Date, then Borrower shall make the Lenders whole for any unpaid interest; and

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

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

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

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

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

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

     5. References to Credit Agreement. Each reference that is made in the Credit Agreement or any Related Writing shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all terms and

provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby. This Amendment is a Related Writing.

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

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

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

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

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

[Remainder of page intentionally left blank.]

     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.

ACKNOWLEDGMENT AND AGREEMENT

     The undersigned consent and agree to and acknowledge the terms of the foregoing Second Amendment Agreement dated as of November 15, 2007. The undersigned further agree that the obligations of the undersigned pursuant to the Guaranty of Payment executed by the undersigned shall remain in full force and effect and be unaffected hereby.

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

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

TELETECH SERVICES CORPORATION						TELETECH CUSTOMER CARE MANAGEMENT (COLORADO), LLC
By:		/s/ Alan Schutzman				By:		/s/ Alan Schutzman
		Alan Schutzman						Alan Schutzman
		Assistant Secretary						Assistant Secretary
TELETECH CUSTOMER CARE MANAGEMENT (WEST VIRGINIA), INC.						TELETECH GOVERNMENT SOLUTIONS, LLC
By:		/s/ Alan Schutzman				By:		/s/ Alan Schutzman
		Alan Schutzman						Alan Schutzman
		Assistant Secretary						Assistant Secretary

TELETECH CUSTOMER SERVICES, INC.						TTEC NEVADA, INC.
By:		/s/ Alan Schutzman				By:		/s/ Alan Schutzman
		Alan Schutzman						Alan Schutzman
		Assistant Secretary						Assistant Secretary
TELETECH INTERNATIONAL HOLDINGS, INC.						NEWGEN RESULTS CORPORATION
By:		/s/ Alan Schutzman				By:		/s/ Alan Schutzman
		Alan Schutzman						Alan Schutzman
		Assistant Secretary						Assistant Secretary
DIRECT ALLIANCE CORPORATION						TELETECH STOCKTON, LLC
By:		/s/ Alan Schutzman				By:		/s/ Alan Schutzman
		Alan Schutzman						Alan Schutzman
		Assistant Secretary						Assistant Secretary