TELESPECTRUM WORLDWIDE INC
EX-10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>p64281ex10-1.txt
<DESCRIPTION>EX-10.1
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.1

                                                                       EXECUTION



                        AMENDMENT NO. 7 & LIMITED WAIVER
                             TO THE CREDIT AGREEMENT


                  This AMENDMENT NO. 7 & LIMITED WAIVER TO THE CREDIT AGREEMENT
(this "SEVENTH AMENDMENT") is dated as of November 17, 2000, and entered into by
and among Telespectrum Worldwide, Inc., a Delaware corporation (the "BORROWER"),
the Loan Parties listed on the signature pages hereof for purposes of Sections 7
and 8 only, the financial institutions listed on the signature pages hereof (the
"LENDERS"), BNP Paribas, as collateral agent (the "AGENT"), and Bank of America,
N.A., administrative agent for the Lenders (the "ADMINISTRATIVE AGENT"), and is
made with reference to that certain Credit Agreement, dated as of June 30, 1999,
by and among the Borrower, the Lenders, the Agent and the Administrative Agent,
as amended by Amendment No. 1 to the Credit Agreement dated as of December 1,
1999, Amendment No. 2 to the Credit Agreement dated as of February 11, 2000,
Amendment No. 3 to the Credit Agreement dated as of April 13, 2000, Amendment
No. 4 to the Credit Agreement dated as of April 28, 2000, Amendment No. 5 &
Limited Waiver to the Credit Agreement dated as of September 30, 2000
("AMENDMENT NO. 5"), Amendment No. 6 & Limited Waiver to the Credit Agreement
dated as of October 13, 2000, that certain Extension of Amendment No. 6 &
Limited Waiver to the Credit Agreement dated as of October 27, 2000 (the "FIRST
EXTENSION"), that certain Second Extension of Amendment No. 6 & Limited Waiver
to the Credit Agreement dated as of November 3, 2000 (the "SECOND EXTENSION"),
and that certain Third Extension of Amendment No. 6 & Limited Waiver to the
Credit Agreement dated as of November 10, 2000 (the "THIRD EXTENSION")
(collectively, the "CREDIT AGREEMENT"). Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement.

                                    RECITALS

                  WHEREAS, the Lenders have made Advances pursuant to the Credit
Agreement;

                  WHEREAS, the Loan Parties have entered into certain Collateral
Documents pursuant to which the Agent (in such capacity, "SECURED PARTY") was
granted for the benefit of Lenders a valid, enforceable, perfected and first
priority Lien on and security interest in the Collateral consisting of
substantially all of such Loan Party's personal property, all as more fully set
forth in the Collateral Documents (such Collateral, to the extent governed by
the Uniform Commercial Code ("UCC") as in effect in any applicable jurisdiction,
the "SUBJECT COLLATERAL");

                  WHEREAS, the Borrower, the Loan Parties, the Agent, the
Administrative Agent and the Lenders previously entered into (i) Amendment No. 5
pursuant to which the Lenders waived, among other things and subject to the
terms and conditions thereof, the Borrower's compliance with its repayment
obligations under Section 2.04(a) of the Credit Agreement and the covenants set
forth in Sections 5.02(b)(ii)(F), 5.04(a)(ii), 5.04(b) and 5.04(c) of the Credit
Agreement until October 13, 2000, (ii) Amendment No. 6 pursuant to which the
Lenders waived, among other things and subject to the terms and conditions
thereof, the Borrower's compliance
<PAGE>   2
with its repayment obligations under Section 2.04(a) of the Credit Agreement and
the covenants set forth in Sections 5.02(b)(ii)(F), 5.04(a)(ii), 5.04(b) and
5.04(c) of the Credit Agreement until October 27, 2000, (iii) the First
Extension pursuant to which the Lenders extended, among other things and subject
to the terms and conditions thereof, the waivers contained in Amendment No. 6
until November 3, 2000, (iv) the Second Extension pursuant to which the Lenders
extended, among other things and subject to the terms and conditions thereof,
the waivers contained in Amendment No. 6 until November 10, 2000, and (v) the
Third Extension pursuant to which the Lenders extended, among other things and
subject to the terms and conditions thereof, the waivers contained in Amendment
No. 6 until November 17, 2000;

                  WHEREAS, pursuant to the Second Extension, on November 10,
2000, the Borrower paid to the Agent for the ratable account of the Lenders,
interest on the unpaid principal amount of the Advances pursuant to Section 2.07
of the Credit Agreement in the amount of $3,148,190.48, comprised of (i)
interest pursuant to Section 2.07(a) of the Credit Agreement in the amount of
$3,073,261.42, and (ii) interest pursuant to Section 2.07(b) of the Credit
Agreement in the amount of $74,929.06;

                  WHEREAS, the Borrower has advised the Agent, the
Administrative Agent and the Lenders that it may refinance and simultaneously
repay its Obligations to the Lenders under the Loan Documents (the
"REFINANCING");

                  WHEREAS, the Borrower has further advised the Agent, the
Administrative Agent and the Lenders that, should it be unable to consummate the
Refinancing, it may sell (directly or indirectly, whether through a sale of
assets, sale of stock, merger or otherwise) all or substantially all of the
Borrower's assets (the "ASSET SALE") so as to generate sufficient proceeds to
repay all Obligations to the Lenders under the Loan Documents;

                  WHEREAS, the Borrower has requested that the Agent,
Administrative Agent and the Lenders (i) agree to further waive the failure to
pay and/or repay any of its Obligations under the Loan Documents and certain
other Defaults and Events of Default, (ii) enter into this Seventh Amendment to
permit the Borrower, subject to the terms and conditions contained herein, to
consummate either the Refinancing or the Asset Sale, and (iii) amend certain
other provisions of the Credit Agreement; and the Agent, the Administrative
Agent and the Lenders have agreed to do so on the terms set forth in this
Seventh Amendment;

                  NOW THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

SECTION 1.        LIMITED WAIVER

                  Subject to the terms and conditions set forth herein and in
reliance on the representations and warranties of Loan Parties herein contained,
the Agent, the Administrative Agent and the Lenders hereby agree (i) to waive,
from the Seventh Amendment Effective Date (as hereinafter defined) until the
earlier of January 15, 2001 and the date of occurrence of a Waiver Period
Default (as hereinafter defined; the earlier of such dates being the "WAIVER
TERMINATION DATE") any and all Defaults or Events of Default resulting from (1)
the failure of the Borrower to comply with Section 5.02(b)(ii)(F) of the Credit
Agreement, (2) the failure of




                                       2
<PAGE>   3
the Borrower to comply with the maximum Leverage Ratio set forth in Section
5.04(a)(ii) of the Credit Agreement solely for the fiscal quarter ending
in September 2000, (3) the failure of the Borrower to comply with the minimum
Fixed Charge Coverage Ratio set forth in Section 5.04(b) of the Credit Agreement
solely for the fiscal quarter ending on September 30, 2000, and (4) the failure
of the Borrower to comply with the minimum Interest Coverage Ratio set forth in
Section 5.04(c) of the Credit Agreement solely for any Rolling Period ending in
any fiscal month period ending on or prior to October 2000 (the events described
in clauses (1), (2), (3), and (4) being, collectively, the "WAIVED DEFAULTS");
and (ii) to waive, until the Waiver Termination Date, (1) the Borrower's
compliance with Section 2.06(b)(iii) of the Credit Agreement, (2) the Borrower's
compliance with Section 3.02(a)(iii) of the Credit Agreement, (3) the Borrower's
compliance with Section 5.02(b)(ii)(F) of the Credit Agreement, (4) the
Borrower's compliance with the maximum Leverage Ratio set forth in Section
5.04(a)(ii) of the Credit Agreement for any fiscal quarter ending on or prior to
the Waiver Termination Date, (5) the Borrower's compliance with the minimum
Fixed Charge Coverage Ratio set forth in Section 5.04(b) of the Credit Agreement
for any fiscal quarter ending on or prior to the Waiver Termination Date, and
(6) the Borrower's compliance with the minimum Interest Coverage Ratio set forth
in Section 5.04(c) of the Credit Agreement for any Rolling Period ending on or
prior to the Waiver Termination Date; provided however that, so long as no
Waiver Period Default shall have occurred, upon payment by the Borrower to the
Agent for the ratable account of the Lenders prior to or on January 15, 2001, of
interest on Advances required to be paid and calculated in accordance with
Section 2.07 of the Credit Agreement due and payable on January 16, 2001, the
Waiver Termination Date shall automatically be extended until the earlier of
February 15, 2001 and the date of occurrence of a Waiver Period Default (such
period commencing on the Seventh Amendment Effective Date and continuing to and
including the Waiver Termination Date being the "WAIVER PERIOD"); provided
further, however, that any portion of the payment of interest referenced in the
immediately preceding proviso which is calculated pursuant to Section 2.07(b) of
the Credit Agreement shall be payable upon the Waiver Termination Date. As of
the close of business on the Waiver Termination Date, (i) the waivers set forth
in clauses (i) and (ii) of the immediately preceding sentence shall be deemed
null and void as of the date hereof and of no further force and effect, without
any necessity of demand or notice, and (ii) the Lenders may declare a Default
(or Event of Default, as the case may be) and exercise remedies (including the
right to accelerate all Obligations of any Loan Party under the Loan Documents
immediately, notwithstanding any grace or cure periods or other provisions to
the contrary in the Loan Documents) pursuant to Section 6 of the Credit
Agreement with respect to any Default or Event of Default as if the foregoing
waivers had never been in effect.

                  Each of the following shall be a "WAIVER PERIOD DEFAULT", with
TIME BEING OF THE ESSENCE in all respects with respect to clause (a) below:

         (a)      Failure by the Borrower to either (i) obtain by January 16,
                  2001, on terms reasonably satisfactory to the Agent, the
                  binding commitment of a lending institution, which is not an
                  Affiliate of the Borrower, to provide financing in an amount
                  sufficient to repay all Obligations of the Loan Parties under
                  the Loan Documents (a copy of such executed commitment letter
                  to be delivered by the Borrowers to the Agent within one
                  Business Day of execution thereof), or (ii) enter into by
                  January 16, 2001, a bona fide, binding letter of intent to
                  consummate an Asset Sale with a Person who is not an Affiliate
                  of the Borrower, for a minimum sales price sufficient to repay
                  all Obligations of the Loan




                                       3
<PAGE>   4
                  Parties under the Loan Documents (a copy of such executed
                  letter of intent to be delivered by Borrowers to Agent within
                  one Business Day of execution thereof); or

         (b)      Failure by the Borrower to comply with all conditions set
                  forth in Section 6 of this Seventh Amendment; or

         (c)      The occurrence of any Default or Event of Default (other than
                  those waived pursuant to Section 1(i) and (ii) of this Seventh
                  Amendment).

SECTION 2.        LIMITATION OF WAIVER

                  Without limiting the generality of the provisions of Section
8.01 of the Credit Agreement, the limited waivers set forth above shall be
limited precisely as written and shall relate solely to the non-compliance by
the Borrower with the provisions of Sections 5.02(b)(ii)(F), 5.04(a)(ii),
5.04(b) and 5.04(c) of the Credit Agreement in the manner and to the extent
described above, and nothing in this Seventh Amendment shall be deemed to:

                           (a) constitute a waiver of compliance by the Borrower
         with respect to (i) Sections 5.02(b)(ii)(F), 5.04(a)(ii), 5.04(b) and
         5.04(c) of the Credit Agreement in any other instance or (ii) any other
         term, provision or condition of the Credit Agreement or any other
         instrument or agreement referred to therein (whether in connection with
         Sections 5.02(b)(ii)(F), 5.04(a)(ii), 5.04(b) and 5.04(c) of the Credit
         Agreement or otherwise); or

                           (b) prejudice any right or remedy that the Agent,
         Administrative Agent or any Lender may now have (except to the extent
         such right or remedy was based upon existing defaults that will not
         exist after giving effect to this Seventh Amendment) or may have in the
         future under or in connection with the Credit Agreement or any other
         instrument or agreement referred to therein; or

                           (c) constitute a waiver of the rights of the Agent
         and the Lenders pursuant to Section 2.07(b) of the Credit Agreement
         during the Waiver Period to require the Borrower to pay interest on the
         unpaid principal amount of each Advance at the rate specified therein
         as if a Default has occurred and is continuing.

                  Except as expressly set forth herein, the terms, provisions
and conditions of the Credit Agreement and the other Loan Documents shall remain
in full force and effect and in all other respects are hereby ratified and
confirmed.

SECTION 3.        AMENDMENTS TO THE CREDIT AGREEMENT

         (a) Amendments to Section 1.01 of the Credit Agreement: Certain Defined
Terms. The following new definitions are hereby added to Section 1.01 of the
Credit Agreement in the appropriate alphabetical order:

         (i) "CASH BUDGET" means the budget delivered by the Borrower to the
Agent pursuant to Section 5.03(o) and annexed hereto as Schedule 5.03(o), as
supplemented pursuant to Section 5.03(p).


                                        4
<PAGE>   5
         (ii) "SEVENTH AMENDMENT" means Amendment No. 7 & Limited Waiver to the
Credit Agreement dated as of November 17, 2000.

         (iii) "SEVENTH AMENDMENT EFFECTIVE DATE" as defined in the Seventh
Amendment.

         (iv) "VARIANCE REPORT" means a report to be delivered by the Borrower
to the Agent, in form and substance satisfactory to the Agent and certified as
being true and correct to his or her knowledge after diligent inquiry by the
chief financial officer of the Borrower, on a weekly basis (commencing one week
after the Seventh Amendment Effective Date) reflecting the actual cash receipts
and disbursements on a line item basis for the preceding week (and on a
cumulative basis since the Seventh Amendment Effective Date), the percentage
variance of such amounts from those set forth on the Cash Budget for the
preceding week (and cumulatively) and containing a narrative analysis of the
Borrower's performance for the preceding week and any variance from such period
in the Cash Budget.

         (v) "WAIVER TERMINATION DATE" as defined in the Seventh Amendment.

         (vi) "WAIVER PERIOD" as defined in the Seventh Amendment.

         (b) Amendments to Section 2.04 of the Credit Agreement: Repayment of
Advances. Section 2.04(a) of the Credit Agreement is hereby amended by:

         (i) deleting the references to "November 17, 2000" and "December 31,
2000" contained in the table therein together with the amounts set forth under
the headings Term Loan A, Term Loan B and Term Loan C related thereto, and
substituting therefor the following:

<TABLE>
<CAPTION>
                              Term Loan A             Term Loan B              Term Loan C
                              -----------             -----------              -----------
<S>                           <C>                     <C>                      <C>
November 17, 2000                138,750                 4,350                    6,900
November 24, 2000                138,750                 4,350                    6,900
December 1, 2000                 138,750                 4,350                    6,900
December 8, 2000                 138,750                 4,350                    6,900
December 15, 2000                138,750                 4,350                    6,900
December 22, 2000                138,750                 4,350                    6,900
December 29, 2000                138,750                 4,350                    6,900
January 5, 2001                  138,750                 4,350                    6,900
January 12, 2001                 138,750                 4,350                    6,900
January 15, 2001               2,751,250                85,850                  137,900
</TABLE>

                  ; provided, however, that if the Waiver Termination Date shall
                  have been extended to February 15, 2001 pursuant to Section 1
                  of the Seventh Amendment, the January 15, 2001 payment
                  referenced above shall not be due and owing, and instead the
                  following payment schedule shall apply:



                                       5
<PAGE>   6
<TABLE>
<CAPTION>
                                  Term Loan A              Term Loan B              Term Loan C
                                  -----------              -----------              -----------
<S>                               <C>                      <C>                      <C>
January 15, 2001                      138,750                 4,350                     6,900
January 22, 2001                      138,750                 4,350                     6,900
January 29, 2001                      138,750                 4,350                     6,900
February 2, 2001                      138,750                 4,350                     6,900
February 9, 2001                      138,750                 4,350                     6,900
February 15, 2001                   2,057,500                64,100                   103,400
</TABLE>

                  ; provided further, however, that all such payments shall
                  become immediately due and owing upon the occurrence of any
                  Waiver Period Default.

                  (c) Amendments to Section 5.03 of the Credit Agreement:
Reporting Requirements. Section 5.03 of the Credit Agreement is hereby amended
by adding a new clause (o) and a new clause (p) as follows:

                  "(o) Cash Budget, Weekly Cash Flow Statements and Variance
         Reports. A Cash Budget in form and substance satisfactory to the Agent,
         the Administrative Agent and the Lenders reflecting forecasted Cash
         receipts and disbursements by the Borrower and its Subsidiaries for the
         period through and including January 15, 2001, and as soon as available
         and in any event not later than the last Business Day of each week
         after the Seventh Amendment Effective Date for each preceding week,
         consolidated cash flow statements, consistent with the Cash Budget and
         otherwise in form and substance satisfactory to the Agent, reflecting
         on a line-item basis Cash receipts and disbursements for the Borrowers
         and its Subsidiaries and a Variance Report.

                  (p) Supplement to Cash Budget. As soon as possible and in any
         event no later than ten Business Days prior to January 15, 2001, a
         supplement to the Cash Budget in form and substance satisfactory to the
         Agent, the Administrative Agent and the Lenders setting forth
         modifications to the Cash Budget through a date no earlier than
         February 15, 2001, consistent with the monthly forecasts set forth in
         the Cash Budget delivered on or before the Seventh Amendment Effective
         Date."

(d)      Amendments to Schedules.  A new Schedule 5.03(o) (Cash Budget) is
         hereby added to the Credit Agreement as an attachment in the form
         annexed hereto.

SECTION 4.        CONDITIONS TO EFFECTIVENESS

                  The effectiveness of this Seventh Amendment is subject to the
receipt by the Agent, in form and substance satisfactory to the Agent and in
sufficient copies for each Lender Party, counterparts of this Seventh Amendment
executed by the Borrower, each Guarantor and each Lender or, as to any of the
Lenders, advice satisfactory to the Agent that such Lender has executed this
Seventh Amendment, prior to the close of business on November 17, 2000 (the date
of satisfaction of such condition being referred to herein as the "SEVENTH
AMENDMENT EFFECTIVE DATE").



                                       6
<PAGE>   7
SECTION 5.        WAIVER FEE

                  In consideration of the waivers set forth in this Seventh
Amendment, the Borrower hereby agrees to pay to the Agent for the ratable
account of the Lenders a waiver and amendment fee (the "WAIVER FEE") equal to
0.50% of all Advances outstanding as of November 17, 2000, for each 30 day
period (or part thereof) during which this Seventh Amendment is in effect. The
Waiver Fee shall be earned in full on the Seventh Amendment Effective Date and
shall be due and payable on the Waiver Termination Date.

SECTION 6.        CONDITION TO AMENDMENTS

                  Notwithstanding anything to the contrary contained in the
Credit Agreement, as amended by this Amendment (the "AMENDED AGREEMENT"), and in
consideration of the amendments set forth in Section 3 above, the Borrower shall
not request any Borrowings nor shall any of the Lenders make any Advances during
the period commencing on the Seventh Amendment Effective Date through the Waiver
Termination Date, provided, however, that (i) solely during the Waiver Period,
(ii) so long as no Event of Default (after giving effect to any applicable cure
period) has occurred and is continuing, and (iii) subject to the Borrower's
payment of all Cash and Cash Equivalents (in excess of an amount equal to (A)
all outstanding checks, and (B) $1,000,000) as of 1:00 p.m. (New York City time)
on the last Business Day of each week to the Agent for application to a
reduction of the Working Capital Advances, the Borrower may make Working Capital
Borrowings in accordance with the terms of the Credit Agreement to satisfy the
Borrower's obligations pursuant to Sections 2.04(a) and 2.07 of the Credit
Agreement, and for other general working capital purposes.

SECTION 7.        BORROWERS' REPRESENTATIONS AND WARRANTIES

                  In order to induce Lenders to enter into this Seventh
Amendment, the Borrower represents and warrants to the Agent, the Administrative
Agent and the Lenders that the following statements are true, correct and
complete:

                  (a) The Borrower is a corporation duly organized, validly
         existing and in good standing under the laws of the jurisdiction
         indicated in the recital of parties to this Seventh Amendment.

                  (b) The execution, delivery and performance by the Borrower of
         this Seventh Amendment, and the consummation of the transactions
         contemplated hereby, are within the Borrower's corporate powers, have
         been duly authorized by all necessary corporate action and do not (i)
         contravene the Borrower's charter or by-laws, (ii) violate any law,
         rule or regulation (including, without limitation, Regulation X of the
         Board of Governors of the Federal Reserve System), or any order, writ,
         judgment, injunction, decree, determination or award, (iii) conflict
         with or result in the breach of, or constitute a default under, any
         contract, loan agreement, indenture, mortgage, deed of trust, lease or
         other instrument binding on or affecting any Loan Party, any of its
         Subsidiaries or any of their properties or (iv) except for the Liens
         created under Loan Documents, result in or require the creation or
         imposition of any Lien upon or with respect to any of the properties of
         any Loan Party or any of its Subsidiaries.



                                       7
<PAGE>   8
                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for the due execution, delivery or
         performance by the Borrower of this Seventh Amendment.

                  (d) This Seventh Amendment has been duly executed and
         delivered by the Borrower. This Seventh Amendment is a legal, valid and
         binding obligation of the Borrower, enforceable against the Borrower in
         accordance with its terms.

                  (e) There is no action, suit, investigation, litigation or
         proceeding affecting any Loan Party or any of its Subsidiaries,
         including any Environmental Action, pending or threatened before any
         court, governmental agency or arbitrator that (i) could be reasonably
         likely to have a Material Adverse Effect (other than as set forth on
         Schedule 4.01 to the Credit Agreement) or (ii) purports to affect the
         legality, validity or enforceability of this Seventh Amendment, or the
         consummation of any of the transactions contemplated hereby.

                  (f) Other than with respect to payment of the unpaid principal
         amount of the Advances due on September 30, 2000, and compliance with
         financial covenants for the periods ending September 30, 2000, and
         December 31, 2000, which are subject to the terms and conditions of
         this Seventh Amendment, the representations and warranties contained in
         each Loan Document are true and correct on and as of the Seventh
         Amendment Effective Date, other than any such representations or
         warranties that, by their terms, refer to a specific date other than
         the Seventh Amendment Effective Date, in which case as of such specific
         date.

                  (g) Other than with respect to payment of the unpaid principal
         amount of the Advances due on September 30, 2000, and compliance with
         financial covenants for the periods ending September 30, 2000, and
         December 31, 2000, which are subject to the terms and conditions of
         this Seventh Amendment, no Defaults exist under the Credit Agreement.

SECTION 8.        ACKNOWLEDGMENT AND CONSENT

         (a) The Borrower and each of the other Loan Parties hereby acknowledges
and agrees that the Revolving Credit Commitment of each Revolving Credit Lender
is hereby terminated pursuant to Sections 2.05 of the Credit Agreement.

         (b) The Borrower and each of the other Loan Parties has determined in
its business judgment to refinance or to promptly sell or cause the sale of the
stock or assets of the Borrower and its Subsidiaries in order to repay the
Obligations under the Loan Documents to the fullest extent possible and as
promptly as possible. The Borrower and each of the other Loan Parties
acknowledges that its determination to refinance or to sell or cause the sale of
the stock or assets of the Borrower and its Subsidiaries and to use the proceeds
to repay the Obligations is a material inducement for the decision of the Agent,
the Administrative Agent and each Lender to enter into this Seventh Amendment.



                                       8
<PAGE>   9
         (c) The Collateral Documents to which the Borrower and other Loan
Parties are party are herein referred to collectively as the "CREDIT SUPPORT
DOCUMENTS". Each Loan Party who is party to this Seventh Amendment (each a
"CREDIT SUPPORT PARTY", and collectively, "CREDIT SUPPORT PARTIES") hereby
acknowledges that it has reviewed the terms and provisions of the Credit
Agreement and this Seventh Amendment. Each such Loan Party hereby confirms that
each Credit Support Document to which it is a party or otherwise bound and all
Collateral encumbered thereby will continue to guaranty or secure, as the case
may be, to the fullest extent possible the payment and performance of all
"Guaranteed Obligations" and "Secured Obligations" and "Obligations" as the case
may be (in each case as such terms are defined in the applicable Credit Support
Document), including without limitation the payment and performance of all such
"Guaranteed Obligations" or "Secured Obligations" or "Obligations", as the case
may be, in respect of the Obligations of the Borrower now or hereafter existing
under or in respect of the Credit Agreement (after giving effect to this Seventh
Amendment and as amended from time to time) and the Loan Documents. Each such
Loan Party acknowledges and agrees that any of the Credit Support Documents to
which it is a party or otherwise bound shall continue in full force and effect
and that all of its obligations thereunder shall be valid and enforceable and
shall not be impaired or limited by the execution or effectiveness of this
Seventh Amendment. Each such Loan Party (other than the Borrower) acknowledges
and agrees that (i) notwithstanding the conditions to effectiveness set forth in
this Seventh Amendment, such Credit Support Party is not required by the terms
of the Credit Agreement or any other Credit Document to consent to this Seventh
Amendment, and (ii) nothing in the Credit Agreement, this Seventh Amendment or
any other Loan Document shall be deemed to require the consent of such Credit
Support Party to any future consents or waivers to the Credit Agreement.

         (d) The Borrower and each of the other Loan Parties hereby acknowledges
that as of November 17, 2000, prior to giving effect to the terms of this
Seventh Amendment, the Borrower is liable to the Agent, the Administrative Agent
and the Lenders for (1) $128,120,586.02 in principal amount of the Advances, (2)
accrued interest, (3) accrued and unpaid fees and expenses, (4) the Waiver Fee,
and (5) default interest pursuant to Section 2.07(b) of the Credit Agreement on
all Advances accruing from October 1, 2000. The Loan Parties hereby acknowledge
that all obligations described in this subsection (d) are absolute and
unconditional and are the legal, valid and binding obligations of the Loan
Parties without offset, defense or counterclaim, and interest, costs, and
expenses continue to accrue with respect thereto.

         (e) The Borrower and each of the other Loan Parties hereby acknowledges
that no Lender has any commitment or obligation to advance any additional amount
to the Borrower or any other Loan Party under the Credit Agreement, except as
otherwise stated in Section 6 of this Seventh Amendment.

         (f) The Borrower and each of the other Loan Parties hereby acknowledges
that neither the Agent, the Administrative Agent nor any Lender has or shall
have, by reason of this Seventh Amendment, the Credit Agreement or the other
Loan Documents, a fiduciary relationship in respect of the Borrower or any other
Loan Party.

         (g) The Borrower and each of the other Loan Parties hereby confirms and
acknowledges that the Waived Defaults have occurred and are (or will occur and
will be, as the case may be) continuing under the Credit Agreement and the other
Loan Documents.



                                       9
<PAGE>   10
         (h) The Borrower and each of the other Loan Parties hereby confirms,
reaffirms and acknowledges (i) that the Secured Party (for the benefit of the
Lenders) has an enforceable, valid and perfected first priority Lien on and
security interest in the Subject Collateral and (ii) the continuing validity and
effectiveness of the Secured Party's and the Lenders' rights under the Loan
Documents and applicable law, including, without limitation, the right of
Secured Party to recover any and all amounts owed to the Lenders, free of
set-off or counterclaim, by foreclosure on or redemption or other disposition of
the Subject Collateral.

SECTION 9.         RELEASE

                  The Borrower and each Loan Party and each of their
Subsidiaries (collectively, the "RELEASORS") hereby releases, remises, acquits
and forever discharges the Agent, the Administrative Agent and each Lender and
each of their respective employees, agents representatives, consultants,
attorneys, fiduciaries, servants, officers, directors, partners, predecessors,
successors and assigns, subsidiary corporations, parent corporations, related
corporate divisions, participants and assigns (all of the foregoing hereinafter
called the "RELEASED PARTIES"), from any and all actions and causes of action,
judgments, executions, suits, debts, claims, demands, liabilities, obligations,
setoffs, recoupments, counterclaims, defenses, damages and expenses of any and
every character, known or unknown, suspected or unsuspected, direct and/or
indirect, at law or in equity, of whatsoever kind or nature, whether heretofore
or hereafter arising, for or because of any matter or things done, omitted or
suffered to be done by any of the Released Parties prior to and including the
date of execution hereof, and in any way directly or indirectly arising out of
or in any way connected to this Seventh Amendment, the Credit Agreement or any
of the other Loan Documents (all of the foregoing hereinafter called the
"RELEASED MATTERS"). Each Releasor acknowledges that the agreements in this
Section 8 are intended to be in full satisfaction of all or any alleged injuries
or damages arising in connection with the Released Matters and constitute a
complete waiver of any right of setoff or recoupment, counterclaim or defense of
any nature whatsoever which arose prior to the Seventh Amendment Effective Date
to payment or performance of the Obligations. Each Releasor represents and
warrants that it has no knowledge of any claim by it against the Released
Parties or of any facts, or acts or omissions of the Released Parties which on
the date hereof would be the basis of a claim by the Releasors against the
Released Parties which is not released hereby. Each Releasor represents and
warrants that it has not purported to transfer, assign, pledge or otherwise
convey any of its right, title or interest in any Released Matter to any other
person or entity and that the foregoing constitutes a full and complete release
of all Released Matters. Releasors have granted this release freely, and
voluntarily and without duress.

SECTION 10.       MISCELLANEOUS

                  (a) Reference to and Effect on the Credit Agreement and the
         Other Loan Documents.

                  (i) On and after the Seventh Amendment Effective Date, 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




                                       10
<PAGE>   11
         referring to the Credit Agreement shall mean and be a reference to the
         Credit Agreement as amended by this Seventh Amendment.

                  (ii) Except as specifically amended by this Seventh Amendment,
        the Credit Agreement and the other Loan Documents shall remain in full
        force and effect and are hereby ratified and confirmed.

                  (iii) The execution, delivery and performance of this Seventh
         Amendment shall not, except as expressly provided herein, constitute a
         waiver of any provision of, or operate as a waiver of any right, power
         or remedy of the Agent, the Administrative Agent or any Lender under
         the Credit Agreement or any of the other Loan Documents.

                  (b) Fees and Expenses. The Borrower acknowledges that all
         costs, fees and expenses incurred by the Agent, the Administrative
         Agent, the Lenders and their counsel with respect to this Seventh
         Amendment and the documents and transactions contemplated hereby shall
         be for the account of the Borrower.

                  (c) Severability. In case any provision in or obligation under
         this Seventh Amendment shall be invalid, illegal or unenforceable in
         any jurisdiction, the validity, legality and enforceability of the
         remaining provisions or obligations, or of such provision or obligation
         in any other jurisdiction, shall not in any way be affected or impaired
         thereby.

                  (d) Headings. Section and subsection headings in this Seventh
         Amendment are included herein for convenience of reference only and
         shall not constitute a part of this Seventh Amendment for any other
         purpose or be given any substantive effect.

                  (e) Applicable Law. THIS SEVENTH AMENDMENT AND THE RIGHTS AND
         OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
         CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
         STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE
         GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), AND, TO THE EXTENT
         APPLICABLE, THE COMMUNICATIONS ACT, WITHOUT REGARD TO CONFLICTS OF LAWS
         PRINCIPLES.

                  (f) Counterparts; Effectiveness. This Seventh Amendment may be
         executed in any number of counterparts and by different parties hereto
         in separate counterparts, each of which when so executed and delivered
         shall be deemed an original, but all such counterparts together shall
         constitute but one and the same instrument; signature pages may be
         detached from multiple separate counterparts and attached to a single
         counterpart so that all signature pages are physically attached to the
         same document. This Seventh Amendment shall become effective upon the
         execution of a counterpart hereof by the Borrower, the Agent, the
         Administrative Agent, each Lender and each of the Loan Parties listed
         on the signature pages and receipt by the Borrower and each Lenders of
         written or telephonic notification of such execution and authorization
         of delivery thereof.

                  [Remainder of page intentionally left blank]



                                       11
<PAGE>   12
                  IN WITNESS WHEREOF, the parties hereto have caused this
Seventh Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.


BORROWER:
                                                     TELESPECTRUM WORLDWIDE,
                                                     INC.


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

  AGENTS AND LENDERS:
                                                     BNP PARIBAS,
                                                     individually and as Agent


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

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


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

                                                     FLEET NATIONAL BANK (f/k/a
                                                     BankBoston, N.A.).


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

                                                     IBJ WHITEHALL BANK & TRUST
                                                     COMPANY


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



                                      S-1
<PAGE>   13
                                                     VAN KAMPEN PRIME RATE
                                                     INCOME TRUST


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

                                                     VAN KAMPEN SENIOR FLOATING
                                                     RATE FUND


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

                                                     VAN KAMPEN SENIOR INCOME
                                                      TRUST


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

                                                     WELLS FARGO BANK, N.A.


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

                                                     FIRST SOURCE FINANCIAL, LLP
                                                     By:  First Source
                                                     Financial, Inc.,
                                                     its agent/manager


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

                                                     KZH ING-1 LLC


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



                                      S-2
<PAGE>   14
                                                     KZH ING-2 LLC


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

                                                     KZH ING-3 LLC


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

                                                     ARCHIMEDES FUNDING, L.L.C.
                                                     By:  ING Capital Advisors
                                                     LLC, as Collateral Manager


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

                                                     ARCHIMEDES FUNDING II, LTD.
                                                     By:  ING Capital Advisors
                                                     LLC, as Collateral Manager


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

                                                     FIRST DOMINION FUNDING III


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



                                      S-3
<PAGE>   15
  GUARANTORS:
                                                     TLSP TRADEMARKS, INC.


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

                                                     TELESPECTRUM GOVERNMENT
                                                     SERVICES, INC.


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

                                                     CRW FINANCIAL INC.


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

                                                     TELESPECTRUM WORLDWIDE
                                                     (CANADA) INC.


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



                                       S-4
</TEXT>
</DOCUMENT>
