Eighth Amendment to Amended and Restated Credit Agreement and Restated Security Agreement for a senior secured revolving credit facility with a syndicate of lenders led by Wells Fargo Bank, National Association, as agent, swing line and fronting lender

​

Exhibit 10.98

​

EIGHTH AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT

​

This EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of February 26, 2024, and effective in accordance with Section 3 below, by and among TTEC HOLDINGS, INC. (formerly known as TeleTech Holdings, Inc.), a Delaware corporation (the “US Borrower” or the “Administrative Borrower”, as applicable), certain subsidiaries of the Administrative Borrower party hereto, the Lenders (as defined below) party hereto (the “Consenting Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders party to the Credit Agreement (as defined below) (“Agent”).

STATEMENT OF PURPOSE:

WHEREAS, the US Borrower, each Subsidiary of the US Borrower that is or may become a party thereto as a Foreign Borrower (each such Foreign Borrower, together with US Borrower shall be referred to herein, collectively, as “Borrowers” and, individually, each a “Borrower”), the financial institutions party thereto from time to time (the “Lenders”) and Agent are parties to the Amended and Restated Credit Agreement dated as of June 3, 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; as amended by this Amendment, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrowers have elected to reduce the Revolving Credit Commitment to an aggregate principal amount of $1,300,000,000, in accordance with Section 2.9(a) of the Existing Credit Agreement;

WHEREAS, the Borrowers have requested, and subject to the terms and conditions set forth herein, Agent and the Consenting Lenders have agreed, to certain amendments to the Existing Credit Agreement as more specifically set forth herein; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

“ “Covenant Adjustment Period” means the period commencing with the fiscal quarter ending March 31, 2024 and ending on the earlier of (a) April 1, 2025 and (b) upon written notice from the Administrative Borrower, at the Administrative Borrower’s option, the date that the Administrative Borrower provides a Compliance Certificate to the Agent demonstrating that the US Borrower is in pro forma compliance with the financial covenants set forth in Section 5.7, as in effect immediately prior to the Covenant Adjustment Period for the applicable fiscal quarter.”

“ “Eighth Amendment Effect Date”  means February 26, 2024.”

​

​

“ “Applicable Commitment Fee Rate” means:

(a) commencing on the Calculation Date for the fiscal quarter ending March 31, 2024 and for each Calculation Date in respect of a fiscal quarter ending prior to the date on which the Covenant Adjustment Period terminated (including a termination pursuant to clause (b) thereof), the percentage per annum set forth in the following matrix, based upon the result of the computation of the Net Leverage Ratio as set forth in the Compliance Certificate for such fiscal period, as provided below:

​

(b)commencing on the Calculation Date for the first fiscal quarter ending after the date on which the Covenant Adjustment Period terminated (including a termination pursuant to clause (b) of the definition thereof), the percentage per annum set forth in the following matrix, based upon the result of the computation of the Net Leverage Ratio as set forth in the Compliance Certificate for such fiscal period, as provided below:

​

The Applicable Commitment Fee Rate shall be determined and adjusted quarterly on the date five (5) Business Days after the day on which US Borrower provides a Compliance Certificate pursuant to Section 5.3(c) for the most recently ended fiscal quarter of US Borrower (each such date, a “Calculation Date”).  The above matrix (as applicable) does not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of Agent and the Lenders to charge the Default Rate, or the rights and remedies of Agent and the Lenders pursuant to Articles VII and VIII hereof.  Notwithstanding anything herein to the contrary, (i) during any period when US Borrower shall have failed to timely deliver the Consolidated financial statements pursuant to Section 5.3(a) or (b) hereof, or the Compliance Certificate pursuant to Section 5.3(c) hereof, until such time as the appropriate Consolidated financial statements and Compliance Certificate are delivered, the Applicable Commitment Fee Rate shall be the highest rate per annum indicated in the above pricing grid then in effect regardless of the Net Leverage Ratio at such time, and (ii)

​

in the event that any financial information or certification provided to Agent in the Compliance Certificate is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Commitment Fee Rate for any period (an “Applicable Commitment Fee Period”) than the Applicable Commitment Fee Rate applied for such Applicable Commitment Fee Period, then (A) US Borrower shall immediately deliver to Agent a corrected Compliance Certificate for such Applicable Commitment Fee Period, (B) the Applicable Commitment Fee Rate shall be determined based on such corrected Compliance Certificate, and (C) US Borrower shall immediately pay to Agent the accrued additional fees owing as a result of such increased Applicable Commitment Fee Rate for such Applicable Commitment Fee Period.”

“ “Applicable Margin” means, with respect to the Revolving Loans:

(a)commencing on the Calculation Date for the fiscal quarter ending March 31, 2024 and for each Calculation Date in respect of a fiscal quarter ending prior to the date on which the Covenant Adjustment Period terminated (including a termination pursuant to clause (b) of the definition thereof), the percentage per annum (depending upon whether Loans are Eurodollar Fixed Rate Loans, Transitioned RFR Loans, Initial RFR Loans (GBP) or Base Rate Loans) set forth in the following matrix, based upon the result of the computation of the Net Leverage Ratio as set forth in the Compliance Certificate for such fiscal period, as provided below; provided, however, that in the case of any Initial RFR Loan (GBP), the Applicable Margin set forth below shall be the Applicable Margin for Eurodollar Fixed Rate Loans plus 0.0326% at each level of the matrix:

​

(b) commencing on the Calculation Date for the first fiscal quarter ending after the date on which the Covenant Adjustment Period terminated (including a termination pursuant to clause (b) of the definition thereof), the percentage per annum (depending upon whether Loans are Eurodollar Fixed Rate Loans, Transitioned RFR Loans, Initial RFR Loans (GBP) or Base Rate Loans) set forth in the following matrix, based upon the result of the computation of the Net Leverage Ratio as set forth in the Compliance Certificate for such fiscal period, as provided below; provided, however, that in the case

​

of any Initial RFR Loan (GBP), the Applicable Margin set forth below shall be the Applicable Margin for Eurodollar Fixed Rate Loans plus 0.0326% at each level of the matrix:

​

The Applicable Margin shall be determined and adjusted quarterly on the date five (5) Business Days after the day on which US Borrower provides a Compliance Certificate pursuant to Section 5.3(c) for the most recently ended fiscal quarter of US Borrower (each such date, a “Calculation Date”)  The above matrix (as applicable), does not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of Agent and the Lenders to charge the Default Rate, or the rights and remedies of Agent and the Lenders pursuant to Articles VII and VIII hereof.  Notwithstanding anything herein to the contrary, (i) during any period when US Borrower shall have failed to timely deliver the Consolidated financial statements pursuant to Section 5.3(a) or (b) hereof, or the Compliance Certificate pursuant to Section 5.3(c) hereof, until such time as the appropriate Consolidated financial statements and Compliance Certificate are delivered, the Applicable Margin shall be the highest rate per annum indicated in the above pricing grid then in effect for Loans of that type, regardless of the Net Leverage Ratio at such time, and (ii) in the event that any financial information or certification provided to Agent in the Compliance Certificate is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Margin Period”) than the Applicable Margin applied for such Applicable Margin Period, then (A) US Borrower shall immediately deliver to Agent a corrected Compliance Certificate for such Applicable Margin Period, (B) the Applicable Margin shall be determined based on such corrected Compliance Certificate, and (C) US Borrower shall immediately pay to Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Margin Period.”

“ “Revolving Amount” means, for each Lender, the amount set forth opposite such Lender’s name on Schedule 1 hereto as of the Eighth Amendment Effective Date, subject to decreases determined pursuant to Section 2.9(a) hereof, increases pursuant to Section 2.9(b) hereof and assignments of interests pursuant to Section 11.10 hereof; provided that the Revolving Amount for the Swing Line Lender shall exclude the Swing Line Commitment (other than its pro rata share),

​

and the Revolving Amount of the Fronting Lender shall exclude the Letter of Credit Commitment (other than its pro rata share).  The Revolving Amount for all the Lenders on the Eighth Amendment Effective Date shall be One Billion Three Hundred Million Dollars ($1,300,000,000).”

“(a) Net Leverage Ratio.

(i)During the Covenant Adjustment Period, but prior to a Qualifying Debt Issuance, US Borrower shall not suffer or permit the Net Leverage Ratio as of the last day of the most recently completed fiscal quarter during the Covenant Adjustment Period to exceed the ratio set forth below for such fiscal quarter:

​

​

(ii)At any time after the Covenant Adjustment Period (including if the Covenant Adjustment Period is terminated pursuant to clause (b) of the definition thereof prior to the dates set forth in the grid in clause (i) above), but prior to a Qualifying Debt Issuance, US Borrower shall not suffer or permit the Net Leverage Ratio as of the last day of the most recently completed fiscal quarter to exceed 3.50 to 1.00, subject to the Optional Leverage Ratio Increase.”

“provided that (i) there shall be at least one full fiscal quarter following the cessation of each such Optional Leverage Ratio Increase during which no Optional Leverage Ratio Increase shall then be in effect, (ii) US Borrower may only elect three Optional Leverage Ratio Increases during the term of this Agreement and (iii) the Optional Leverage Ratio Increase shall not be available during the Covenant Adjustment Period.”

​

For purposes of determining compliance with the conditions specified in this Section 3, the Agent and each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender prior to the proposed Eighth Amendment Effective Date specifying its objection thereto.

each of the representations and warranties made by the Credit Parties in or pursuant to the Loan Documents is true and correct in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects), in each case, on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date;

no Default or Event of Default has occurred and is continuing as of the date hereof or after giving pro forma effect to this Amendment;

it has the right and power and is duly authorized and empowered to enter into, execute and deliver this Amendment and to perform and observe the provisions of this Amendment;

this Amendment has been duly authorized and approved by such Credit Party’s board of directors or other governing body, as applicable, and constitutes a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and

the execution, delivery and performance of this Amendment do not conflict with, result in a breach in any of the provisions of, constitute a default under, or result in the creation of a Lien (other than Liens permitted under Section 5.9 of the Credit Agreement) upon any assets or property of any Company under the provisions of, such Company’s Organizational Documents or any material agreement to which such Company is a party.

​

[Signature Pages Follow]

​

​

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written.

​

​

ADMINISTRATIVE BORROWER:

​

TTEC HOLDINGS, INC., as Borrower

​

By: /s/Paul Miller​ ​
Name: Paul Miller
Title: Treasurer

​

​

GUARANTORS OF PAYMENT:

​

TTEC SERVICES CORPORATION, as Guarantor of Payment

​

By: /s/Paul Miller​ ​
Name: Paul Miller
Title: Treasurer/Director

TTEC DIGITAL, LLC, as Guarantor of Payment

​

By: /s/Paul Miller​ ​
Name: Paul Miller
Title: Treasurer/Board of Managers

​

TTEC GOVERNMENT SOLUTIONS, LLC, as Guarantor of Payment

​

By: /s/Paul Miller​ ​
Name: Paul Miller
Title: Treasurer/Board of Managers

​

TTEC INTERNATIONAL HOLDINGS, LLC, as Guarantor of Payment

​

By: /s/Paul Miller​ ​
Name: Paul Miller
Title: Treasurer/Board of Managers

​

​

TTEC HEALTHCARE SOLUTIONS, INC., as Guarantor of Payment

​

By: /s/Paul Miller​ ​
Name: Paul Miller
Title: Treasurer

​

MOTIF, INC., as Guarantor of Payment

​

By: /s/Paul Miller​ ​
Name: Paul Miller
Title: Treasurer

​

​

​

AGENT AND LENDERS:

​

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent

​

​

By:​ ​/s/Faraj Elmagbari​ ​​ ​​ ​​ ​

Name:Faraj Elmagbari

Title: Director

​

​

BANK OF AMERICA, N.A., as Lender

By: /s/Scott Zuiderveen​ ​

Name: Scott Zuiderveen
Title: Senior Vice President

​

PNC BANK, NATIONAL ASSOCIATION, as Lender

By: /s/Danielle Marek​ ​

Name: Danielle Marek
Title: Vice President

​

​

​

​

U.S. BANK NATIONAL ASSOCIATION, as Lender

By: /s/Marty McDonald​ ​

Name: Marty McDonald
Title: Vice President

​

BMO Bank N.A., successor by merger to BANK OF THE WEST

By: /s/Christopher Golec​ ​

Name: Christopher Golec
Title: Director

​

KEYBANK NATIONAL ASSOCIATION, as Lender

By: /s/Allyn A. Coskun​ ​

Name: Allyn A. Coskun
Title: Senior Vice President

​

CITIBANK, N.A., as Joining Lender

By: /s/Tony Sood​ ​

Name: Tony Sood
Title: Director

​

HSBC BANK USA, NATIONAL ASSOCIATION, as Lender

By: /s/David Sanders​ ​

Name: David Sanders
Title: Global Relationship Manager

​

THE NORTHERN TRUST COMPANY, as Lender

By: /s/Sam Lincoln​ ​

Name: Sam Lincoln
Title: Vice President

​

​

​

​

Commerce Bank, as Joining Lender

By: /s/Kyle Area​ ​

Name: Kyle Area
Title: Senior Vice President

​

​

​

​

ANNEX A

​

SCHEDULE 1

COMMITMENTS OF LENDERS

​

​

​

​

​