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EXHIBIT 10.5
EXECUTION
THIRD EXTENSION OF AMENDMENT NO. 6 & LIMITED WAIVER TO THE CREDIT AGREEMENT
November 10, 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"), (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"), and
(iii) that certain Second Extension of Amendment No. 6 & Limited Waiver to the
Credit Agreement dated November 3, 2000 (the "SECOND EXTENSION"). Capitalized
terms not otherwise defined in this Third Extension of Amendment No. 6 & Limited
Waiver to the Credit Agreement (this "THIRD 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 "November 10, 2000" contained in Amendment
No. 6 & Limited Waiver are replaced with, and any and all limited waivers set
forth therein are hereby extended to, November 17, 2000; provided however that
prior to or on November 10, 2000, the Borrower shall have paid all accrued
interest on Term Advances and Working Capital Advances pursuant to Section
2.07(a) of the Credit Agreement; provided further that, in order for the
Borrower to satisfy the condition set forth in the immediately preceding
proviso, the Borrower may request Working Capital Borrowings; provided further
however that the proceeds of such Working Capital Borrowings may be used solely
to meet the Borrower's obligations to pay interest on Term Advances and Working
Capital Advances pursuant to Section 2.07(a) of the Credit Agreement; provided
further however that, after giving effect to the amount of available proceeds of
such Working Capital Borrowings, the Borrower shall, immediately prior to the
making of any Working Capital Advance by any Working Capital Lender, deposit
with the Agent, for the ratable benefit of the Lenders, cash in the necessary
amount for the Borrower to meet its obligations to pay interest on Term Advances
and Working Capital Advances pursuant to Section 2.07(a) of the Credit
Agreement; provided further that prior to or on November 17, 2000, the Borrower
shall have entered into a restructuring agreement with the Agent, the
Administrative Agent and any required Lenders which is in form and substance
satisfactory to the Agent, the Administrative Agent and the Lenders. 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.
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The failure of the Borrower to meet any and all of the
obligations set forth in the immediately preceding paragraph shall render the
limited extensions and waivers granted hereby void ab initio as of November 3,
2000.
The Borrower hereby acknowledges and agrees that neither this
Third Extension nor anything contained herein shall be deemed a commitment by
the Agent, the Administrative Agent or any Lender to enter into any agreement
with the Borrower and any agreement shall be subject to definitive documentation
in form and substance satisfactory to the Agent, the Administrative Agent and
the Lenders and the approval of the Agent, the Administrative Agent and the
Lenders.
[Remainder of Page Intentionally Left Blank]
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This Third 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:
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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:
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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:
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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:
