TELETECH HOLDINGS INC
1ST AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>3
<FILENAME>dex1047.txt
<DESCRIPTION>1ST AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.47

                     FIRST AMENDMENT TO AMENDED AND RESTATED
                      REVOLVING CREDIT AGREEMENT AND WAIVER

          This First Amendment to Amended and Restated Revolving Credit
Agreement and Waiver (this "Amendment") is entered into as of December 14, 2000,
                            ---------
among TeleTech Holdings, Inc., a Delaware corporation (the "Company"), the
                                                            -------
several financial institutions from time to time party to the Credit Agreement
(as defined herein) (collectively, the "Lenders"; individually, a "Lender"), and
                                        -------                    ------
Bank of America, N.A., as agent for the Lenders (in such capacity, the
"Administrative Agent").
---------------------

                                    RECITALS:

          WHEREAS, the Company, the Lenders, the Administrative Agent and the
Co-Agents named therein have entered into that certain Amended and Restated
Revolving Credit Agreement dated as of March 24, 2000 (as heretofore amended and
as the same may be further amended or modified from time to time, the "Credit
                                                                       ------
Agreement");
---------

          WHEREAS, the Company, the Lenders and the Administrative Agent have
determined that the Credit Agreement should be amended in certain respects and
to make certain other changes agreed to by the parties; and

          WHEREAS, the Company has requested a waiver of, and the undersigned
Lenders wish to waive, certain provisions of the Credit Agreement on the terms
and conditions set forth below;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.   Definitions. Capitalized terms used but not otherwise defined herein
          -----------
shall have the meanings ascribed to such terms in the Credit Agreement.

     2.   Amendments to Credit Agreement. The Credit Agreement is hereby
          ------------------------------
amended, effective on the date this Amendment becomes effective in accordance
with Section 4 hereof, as follows:

          (a) The definition of "Tranche A Loan Limit" set forth in Section 1.01
     of the Credit Agreement is amended and restated in its entirety to read as
     follows:

          "Tranche A Loan Limit" means $0.
           --------------------

          (b) Subsection 8.05(e) of the Credit Agreement is amended and restated
     in its entirety to read as follows:

          (e) Indebtedness consisting of Synthetic Lease Obligations incurred by
     Services (i) pursuant to that certain Participation Agreement dated as of
     March 1, 2000, among the Company, Services, State Street Bank and Trust
     Company of Connecticut, First Security Bank, National Association, and the
     Persons named as

<PAGE>

     certificate holders and lenders in the schedules attached thereto, as
     amended, supplemented or modified from time to time in an amount not to
     exceed $30,000,000 at any time on or prior to April 30, 2001, and (ii)
     pursuant to a transaction satisfactory to the Required Lenders in an amount
     not to exceed $50,000,000 at any time on or after May 1, 2001.

          (c) Section 8.19 of the Credit Agreement is amended and restated in
     its entirety to read as follows:

          8.19 Maximum Combination of Cash Capital Expenditures and Permitted
               --------------------------------------------------------------
     Acquisitions. The Company shall not permit the total amount of the sum of
     ------------
     (a) Capital Expenditures plus (b) expenditures incurred to effect Permitted
     Acquisitions, in each case made or committed to be made by the Company and
     its Subsidiaries and paid for with consideration consisting of cash and
     other property, to exceed $100,000,000 in any calendar year; provided, that
     to the extent such sum in any calendar year is less than $100,000,000, the
     $100,000,000 limit for the following calendar year shall be increased by
     the amount of such shortfall; provided, further, the Company shall first
     use the initial amount permitted for the current year (without regard to
     the amount carried over from the previous calendar year, if any) and then
     the amount carried over from the previous calendar year to meet the
     requirements of this Section 8.19 and any carried over amount not so
                          ------------
     utilized shall expire; and provided, further, that the Company may utilize
                                --------  -------
     in calendar year 2000 an additional amount equal to $7,032,000 carried
     forward from calendar year 1999 in accordance with the Prior Credit
     Agreement.

          (d) Schedule 2.01 to the Credit Agreement is deleted it in its
     entirety and Schedule 2.01 attached hereto and made a part hereof is
                  -------------
     substituted in its place.

     3.   Waivers.
          -------

          (a) The Administrative Agent and the undersigned Lenders hereby waive
     any breach of Section 8.05(e) of the Credit Agreement for the period
     beginning on the Effective Date and ending on April 30, 2001; provided,
                                                                   --------
     however, that during such period Indebtedness consisting of Synthetic Lease
     -------
     Obligations shall not exceed $72,000,000 at any time outstanding.

          (b) The Administrative Agent and the undersigned Lenders hereby waive
     any breach of Section 8.05(f) of the Credit Agreement for the period
     beginning on the Effective Date and ending on April 30, 2001; provided,
     however, that during such period the aggregate amount of Indebtedness
     (other than Indebtedness permitted under Sections 8.05(a) through (e) of
     the Credit Agreement) shall not exceed $32,000,000 at any time outstanding.

     4.   Conditions to Effectiveness of this Amendment. This Amendment shall
          ---------------------------------------------
become effective upon the satisfaction of the following conditions (the
"Effective Date"):
 --------------

                                      -2-

<PAGE>

          (a) Executed Amendment. Receipt by the Administrative Agent of duly
              ------------------
     executed counterparts of this Amendment from the Company and all of the
     Lenders;

          (b) Miscellaneous. Receipt by the Administrative Agent of such other
              -------------
     documents, certificates, instruments or opinions as may reasonably be
     requested by it.

     5.   Certain Representations and Warranties by the Company. In order to
          -----------------------------------------------------
induce the Lenders and the Administrative Agent to enter into this Amendment,
the Company represents and warrants to the Lenders and the Administrative Agent
that:

          (a) Authority. The Company has the right, power and capacity and has
              ---------
     been duly authorized and empowered by all requisite corporate and
     shareholder action to enter into, execute, deliver and perform this
     Amendment and the Credit Agreement as amended hereby.

          (b) Validity. This Amendment and the Credit Agreement as amended
              --------
     hereby have each been duly and validly executed and delivered by the
     Company and constitutes its legal, valid and binding obligations,
     enforceable against the Company in accordance with its respective terms,
     except as enforcement thereof may be subject to the effect of any
     applicable bankruptcy, insolvency, reorganization, moratorium or similar
     laws affecting creditors' rights generally and general principles of equity
     (regardless of whether such enforcement is sought in a proceeding in equity
     or at law or otherwise).

          (c) No Conflicts. The Company's execution, delivery and performance of
              ------------
     this Amendment and the Credit Agreement as amended hereby does not and will
     not violate its Certificates or Articles of Incorporation or Bylaws, any
     law, rule, regulation, order, writ, judgment, decree or award applicable to
     the Company or any contractual provision to which the Company is party or
     to which the Company or any of its Subsidiaries are subject.

          (d) Approvals. No authorization or approval or other action by, and no
              ---------
     notice to or filing or registration with, any Governmental Authority or
     regulatory body (other than those which have been obtained and are in force
     and effect) is required in connection with the Company's execution,
     delivery and performance of this Amendment and the Credit Agreement as
     amended hereby.

          (e) Incorporated Representations and Warranties. All representations
              -------------------------------------------
     and warranties contained in the Loan Documents are true and correct in all
     material respects with the same effect as though such representations and
     warranties had been made on and as of the date hereof and the effective
     date hereof, except as to any representations or warranties which expressly
     relate to an earlier date, in which event, such representations and
     warranties are true as of such date.

          (f) No Defaults. No Default or Event of Default exists as of the date
              -----------
     hereof or will exist after giving effect to this Amendment.

     6.   Assumption Agreement of New Lender.
          ----------------------------------

                                      -3-

<PAGE>

          (a) Assumption and Acceptance. The Northern Trust Company (the "New
              -------------------------                                   ---
     Lender") hereby (i) agrees that, from and after the Effective Date, it
     ------
     shall become a "Lender" under the Credit Agreement and shall be obligated
     to perform all of the obligations of a Lender under the Credit Agreement
     (including without limitation under Article II thereof), including the
     requirements concerning confidentiality and the payment of indemnification
     and (ii) agrees that it will perform in accordance with their terms all of
     the obligations which by the terms of the Credit Agreement are required to
     be performed by it as a Lender.

          (b) Independent Credit Decision. The New Lender (i) acknowledges that
              ---------------------------
     it has received a copy of the Credit Agreement and the Schedules and
     Exhibits thereto, together with copies of the most recent financial
     statements referred to in Section 7.01 of the Credit Agreement, and such
     other documents and information as it has deemed appropriate to make its
     own credit and legal analysis and decision to enter into this Amendment and
     (ii) agrees that it will, independently and without reliance upon the
     Administrative Agent or any other Lender and based on such documents and
     information as it shall deem appropriate at the time, continue to make its
     own credit and legal decisions in taking or not taking action under the
     Credit Agreement

          (c) Administrative Agent. The New Lender appoints and authorizes the
              --------------------
     Administrative Agent to take such action as the Administrative Agent on its
     behalf and to exercise such powers under the Credit Agreement as are
     delegated to the Administrative Agent by the terms of the Credit Agreement.

          (d) Withholding Tax. The New Lender (i) represents and warrants to the
              ---------------
     Administrative Agent and the Company that under applicable law and treaties
     no tax will be required to be withheld by the New Lender with respect to
     any payments to be made to the New Lender hereunder, (ii) agrees to furnish
     (if it is organized under the laws of any jurisdiction other than the
     United States or any State thereof) to the Administrative Agent and the
     Company prior to the time that the Administrative Agent or Company is
     required to make any payment of principal, interest or fees hereunder,
     duplicate executed originals of (A) either U.S. Internal Revenue Service
     Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN (wherein the New
     Lender claims entitlement to the benefits of a tax treaty that provides for
     a complete exemption from U.S. federal income withholding tax on all
     payments hereunder) or (B) if such New Lender is claiming exemption from
     U.S. federal withholding tax under Section 871(h) or 881(c) of the Code
     with respect to payments of "portfolio interest", a Form W-8BEN or any
     subsequent versions thereof or successors thereto and a certificate
     representing that such New Lender is not a "bank" for purposes of Section
     881(c) of the Code, and agrees to provide a new Form W-8BEN or W-8ECI upon
     the expiration of any previously delivered form or comparable statements in
     accordance with applicable U.S. law and regulations and amendments thereto,
     duly executed and completed by the New Lender, and (iii) agrees to comply
     with all applicable U.S. laws and regulations with regard to such
     withholding tax exemption.

     7.   Reallocation of Pro Rata Shares; Assignments.
          --------------------------------------------

                                      -4-

<PAGE>

          (a) Pro Rata Shares. Pursuant to the terms of this Amendment, the New
              ---------------
     Lender will enter into the Credit Agreement with Commitments in an
     aggregate amount not to exceed $12,500,000, while the Commitments of the
     other Lenders (individually, an "Original Lender" and collectively, the
                                      ---------------
     "Original Lenders") will not be increased. As a result thereof, the Pro
      ----------------
     Rata Share of the New Lender will be the amount set forth on Schedule 2.01,
                                                                  -------------
     and the Pro Rata Shares of each of the Original Lenders will be decreased
     to the amounts set forth on Schedule 2.01.
                                 -------------

          (b) Assignment and Assumption. In connection with the changes in Pro
              -------------------------
     Rata Shares, it is necessary for the Original Lenders to assign to the New
     Lender and for the New Lender to assume certain of the outstanding Loans of
     the Original Lenders necessary to provide that the outstanding Loans of
     each Lender will be equal to such Lender's Pro Rata Share of all Loans. On
     the Effective Date and upon receipt of the payments provided for herein,
     each of the Original Lenders hereby sells, transfers and assigns to the New
     Lender, without recourse and without representation or warranty (except as
     provided herein), all of such Original Lender's rights, title and interest
     arising under the Credit Agreement relating to all rights and obligations
     with respect to such Original Lender's portion of the Loans as set forth on
     Annex 1 attached hereto and made a part hereof (the "Assigned Loans").
     -------                                              --------------
     Effective on the Effective Date, the New Lender hereby irrevocably
     purchases, assumes and takes from each Original Lender, and each Original
     Lender is hereby expressly and absolutely released from, all of such
     Original Lender's obligations arising under the Credit Agreement relating
     to the Assigned Loans.

          (c) Payment. In consideration of the assignment by each Original
              -------
     Lender to the New Lender as set forth above, (i) the New Lender agrees to
     pay to each Original Lender the principal amount of the Assigned Loans to
     be transferred by such Original Lender to the New Lender hereunder, in
     immediately available funds, at the Effective Date, and (b) the Company
     agrees to pay to Original Lenders the accrued interest and any accrued
     commitment fees under the Credit Agreement to the Effective Date on the
     Assigned Loans, in immediately available funds, at the Effective Date. The
     Company hereby acknowledges and agrees that pursuant to the provisions of
     Section 4.04 of the Credit Agreement it will compensate each Original
     Lender for any losses, expenses and liabilities of the type described in
     Section 4.04 of the Credit Agreement resulting from the transactions
     contemplated hereby. Amounts payable under the first two sentences of this
     Section 7(c) shall be paid to the Administrative Agent for distribution to
     ------------
     the Original Lenders.

          (d) Effectiveness. This Agreement shall become effective on the
              -------------
     Effective Date. No party hereto shall have any obligation hereunder prior
     to the Effective Date. The New Lender recognizes and agrees that
     notwithstanding anything to the contrary in this Agreement, the Original
     Lenders shall retain all of their rights under the Credit Agreement for
     periods prior to the Effective Date. The Company, by its execution hereof,
     acknowledges the assignments and assumptions described above.

          (e) Representations and Warranties.
              ------------------------------

                                      -5-

<PAGE>

               (i) Each Original Lender represents and warrants that (A) it is
          the legal and beneficial owner of the interest being assigned by it
          hereunder and that such interest is free and clear of any Lien or
          other adverse claim; (B) it is duly organized and existing and it has
          the full power and authority to take, and has taken, all action
          necessary to execute and deliver this Amendment and any other
          documents required or permitted to be executed or delivered by it in
          connection with this Amendment and to fulfill its obligations
          hereunder; (C) no notices to, or consents, authorizations or approvals
          of, any Person are required (other than any already given or obtained)
          for its due execution, delivery and performance of this Amendment, and
          apart from any agreements or undertakings or filings required by the
          Credit Agreement, no further action by, or notice to, or filing with,
          any Person is required of it for such execution, delivery or
          performance; and (D) this Amendment has been duly executed and
          delivered by it and constitutes the legal, valid and binding
          obligation of such Original Lender, enforceable against such Original
          Lender in accordance with the terms hereof, subject, as to
          enforcement, to bankruptcy, insolvency, moratorium, reorganization and
          other laws of general application relating to or affecting creditors'
          rights and to general equitable principles.

               (ii) No Original Lender makes any representation or warranty and
          assumes any responsibility with respect to any statements, warranties
          or representations made in or in connection with the Credit Agreement
          or the execution, legality, validity, enforceability, genuineness,
          sufficiency or value of the Credit Agreement or any other instrument
          or document furnished pursuant thereto. No Original Lender makes any
          representation or warranty in connection with, and assumes no
          responsibility with respect to, the solvency, financial condition or
          statements of the Company, or the performance or observance by the
          Company, of any of its respective obligations under the Credit
          Agreement or any other instrument or document furnished in connection
          therewith.

               (iii) The New Lender represents and warrants that (A) it is duly
          organized and existing and it has full power and authority to take,
          and has taken, all action necessary to execute and deliver this
          Amendment and any other documents required or permitted to be executed
          or delivered by it in connection with this Amendment, and to fulfill
          its obligations hereunder; (B) no notices to, or consents,
          authorizations or approvals of, any Person are required (other than
          any already given or obtained) for its due execution, delivery and
          performance of this Amendment; and apart from any agreements or
          undertakings or filings required by the Credit Agreement, no further
          action by, or notice to, or filing with, any Person is required of it
          for such execution, delivery or performance; (C) this Amendment has
          been duly executed and delivered by it and constitutes the legal,
          valid and binding obligation of the New Lender, enforceable against
          the New Lender in accordance with the terms hereof, subject, as to
          enforcement, to bankruptcy, insolvency, moratorium, reorganization and
          other laws of general application relating to or affecting creditors'
          rights and to general equitable principles; and (D) it is an Eligible
          Assignee.

                                       -6-

<PAGE>

          (f) Assignment Permitted. To the extent necessary, Section 11.08 of
              --------------------
     the Credit Agreement is hereby amended to permit the transactions
     contemplated hereby.

     8. Miscellaneous. The parties hereto hereby further agree as follows:
        -------------

          (a) Fees. The Company shall pay such fees to the Administrative Agent,
              ----
     the Arranger and the Lenders as are required by the letter agreement among
     the Company, the Administrative Agent and the Arranger dated December 14,
     2000.

          (b) Further Assurances. Each of the parties hereto hereby agrees to do
              ------------------
     such further acts and things and to execute, deliver and acknowledge such
     additional agreements, powers and instruments as any other party hereto may
     reasonably require to carry into effect the purposes of this Amendment and
     the Credit Agreement as amended hereby.

          (c) Counterparts. This Amendment may be executed in one or more
              ------------
     counterparts, each of which, when executed and delivered, shall be deemed
     to be an original and all of which counterparts, taken together, shall
     constitute but one and the same document with the same force and effect as
     if the signatures of all of the parties were on a single counterpart, and
     it shall not be necessary in making proof of this Amendment to produce more
     than one such counterpart.

          (d) Headings. Headings used in this Amendment are for convenience of
              --------
     reference only and shall not affect the construction of this Amendment.

          (e) Integration. This Amendment and the Loan Documents constitute the
              -----------
     entire agreement among the parties hereto with respect to the subject
     matter hereof and thereof.

          (f) Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
              -------------
     MADE UNDER THE LAWS OF THE STATE OF ILLINOIS, AND FOR ALL PURPOSES SHALL BE
     GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS
     AND DECISIONS OF SAID STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
     LAWS.

          (g) Binding Effect. This Amendment shall be binding upon and inure to
              --------------
     the benefit of and be enforceable by the parties hereto and their
     respective successors and assigns; provided, however, that the Company may
                                        --------  -------
     not assign or transfer its rights, interests or obligations hereunder
     without the prior written consent of the Administrative Agent and all of
     the Lenders. Except as expressly set forth to the contrary herein, this
     Amendment shall not be construed so as to confer any right or benefit upon
     any Person other than the parties to this Amendment and their respective
     successors and permitted assigns.

          (h) Amendment; Waiver; Reaffirmation of Loan Documents. The parties
              -------------------------------------------------
     hereto agree and acknowledge that nothing contained in this Amendment in
     any manner or respect limits or terminates any of the provisions of the
     Credit Agreement or the other

                                      -7-

<PAGE>

     Loan Documents other than as expressly set forth herein and further agree
     and acknowledge that the Credit Agreement and each of the other Loan
     Documents remain and continue in full force and effect and are hereby
     ratified and reaffirmed in all respects. No delay on the part of any Lender
     or the Administrative Agent in exercising any of their respective rights,
     remedies, powers and privileges under the Credit Agreement or any of the
     other Loan Documents or partial or single exercise thereof, shall
     constitute a waiver thereof. None of the terms and conditions of this
     Amendment may be changed, waived, modified or varied in any manner,
     whatsoever, except in accordance with Section 11.01 of the Credit
     Agreement.

          (i) Reference to and Effect on the Credit Agreement and the other Loan
              ------------------------------------------------------------------
     Documents. Upon the effectiveness hereof, each reference in the Credit
     ---------
     Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of
     like import referring to the Credit Agreement and each reference in the
     other Loan Documents to the "Credit Agreement," "thereunder," "thereof," or
     words of like import referring to the Credit Agreement shall mean and be a
     reference to the Credit Agreement as amended by this Amendment. The Credit
     Agreement shall be deemed to be amended wherever and as necessary to
     reflect the foregoing amendments.

                            [signature page follows]

                                      -8-

<PAGE>

          IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered as of the date first above written.

                                   TELETECH HOLDINGS, INC.


                                   By:
                                        ----------------------------------------
                                   Title:
                                          --------------------------------------


                                   BANK OF AMERICA, N.A., as Administrative
                                   Agent


                                   By:
                                        ----------------------------------------
                                   Title:
                                          --------------------------------------


                                   BANK OF AMERICA N.A., as a Lender


                                   By:
                                        ----------------------------------------
                                   Title:
                                          --------------------------------------


                                   FIRST UNION NATIONAL BANK, as a Lender


                                   By:
                                        ----------------------------------------
                                   Title:
                                          --------------------------------------


                                   U.S. BANK NATIONAL ASSOCIATION, as a Lender


                                   By:
                                        ----------------------------------------
                                   Title:
                                          --------------------------------------


                                   WELLS FARGO BANK, as a Lender


                                   By:
                                        ----------------------------------------
                                   Title:
                                          --------------------------------------

                                       S-1
                              [TO FIRST AMENDMENT]

<PAGE>

                                   THE NORTHERN TRUST COMPANY, as a Lender


                                   By:
                                        ----------------------------------------
                                   Title:
                                          --------------------------------------

                                       S-2
                              [TO FIRST AMENDMENT]

<PAGE>

                                  SCHEDULE 2.01

                         COMMITMENTS AND PRO RATA SHARES

------------------------------------------------------------------
            Lender                  Commitment      Pro Rata Share
            ------                  ----------      --------------
------------------------------------------------------------------
Bank of America, N.A.             $21,000,000.00     24.00000000%
------------------------------------------------------------------
First Union National Bank         $18,000,000.00     20.57142857%
------------------------------------------------------------------
U.S. Bank National Association    $18,000,000.00     20.57142857%
------------------------------------------------------------------
Wells Fargo Bank N.A.             $18,000,000.00     20.57142857%
------------------------------------------------------------------
The Northern Trust Company        $12,500,000.00     14.28571429%
------------------------------------------------------------------

------------------------------------------------------------------
         TOTAL                    $87,500,000.00         100%
                                  ==============         ====
------------------------------------------------------------------

<PAGE>

                                     ANNEX 1

                                 ASSIGNED LOANS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
        Original Lender                   New Lender            Percentage Interest Assigned
        ---------------                   ----------            ----------------------------
--------------------------------------------------------------------------------------------
<S>                               <C>                                   <C>
Bank of America, N.A.             The Northern Trust Company            16.66666667%
--------------------------------------------------------------------------------------------
First Union National Bank         The Northern Trust Company            16.66666667%
--------------------------------------------------------------------------------------------
U.S. Bank National Association    The Northern Trust Company            16.66666667%
--------------------------------------------------------------------------------------------
Wells Fargo Bank N.A.             The Northern Trust Company            16.66666667%
--------------------------------------------------------------------------------------------
</TABLE>

</TEXT>
</DOCUMENT>
