Extension of Amendment No. 6 & Limited Waiver to Credit Agreement among Telespectrum Worldwide, Inc., Lenders, and Agents

Summary

This agreement extends the deadline for certain waivers and obligations under a previous amendment to a credit agreement between Telespectrum Worldwide, Inc., several financial institutions as lenders, and their agents. The extension moves the deadline from October 27, 2000, to November 3, 2000, provided the borrower submits an acceptable restructuring proposal by that date. The agreement also terminates the revolving credit commitments of the lenders. All other terms of the original credit agreement and amendments remain in effect.

EX-10.3 4 p64157ex10-3.txt EXHIBIT 10.3 1 EXHIBIT 10.3 EXECUTION EXTENSION OF AMENDMENT NO. 6 & LIMITED WAIVER TO THE CREDIT AGREEMENT October 27, 2000 Reference is made to (i) that certain Credit Agreement dated as of June 30, 1999, among Telespectrum Worldwide, Inc., a Delaware corporation (the "BORROWER"), the financial institutions parties thereto (the "LENDERS"), BNP Paribas, as collateral agent (the "AGENT"), and Bank of America, N.A., as administrative agent for the Lenders (the "ADMINISTRATIVE AGENT") (as amended, restated, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), and (ii) that certain Amendment No. 6 & Limited Waiver to the Credit Agreement dated as of October 13, 2000, among the Borrower, the Lenders, the Agent and the Administrative Agent ("AMENDMENT NO. 6 & LIMITED WAIVER"). Capitalized terms not otherwise defined in this Extension of Amendment No. 6 & Limited Waiver to the Credit Agreement (this "EXTENSION") shall have the same meanings as specified in the Credit Agreement. At the request of the Borrower, the undersigned Lenders hereby agree that any and all references to "October 27, 2000" contained in Amendment No. 6 & Limited Waiver are replaced with, and any and all waivers set forth therein are hereby extended to, November 3, 2000; provided however that prior to or on November 3, 2000, the Borrower shall have delivered to the Agent, the Administrative Agent and the Lenders a written proposal acceptable to the Agent, the Administrative Agent and the Lenders and approved and ratified by the board of directors of the Borrower which specifically describes the restructuring terms upon which the Agent, the Administrative Agent and the Lenders would be willing to continue their negotiations with the Borrower; provided further however that the Revolving Credit Commitment of each Revolving Credit Lender is hereby terminated. Except as expressly set forth in the preceding sentence, the terms, provisions and conditions of Amendment No. 6 & Limited Waiver, 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. [Remainder of Page Intentionally Left Blank] 2 This Extension may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered to the Agent shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. TELESPCTRUM 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 3 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 4 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 5 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