EXHIBIT 10.60
PROMISSORY NOTE
$500,000.00 January 15, 2001
FOR VALUE RECEIVED, SCOTT THOMPSON, an individual resident of Douglas
County, Colorado ("Maker"), PROMISES TO PAY TO THE ORDER OF TELETECH HOLDINGS,
INC., a Delaware corporation ("Holder"), at Holder's office at 1700 Lincoln
Street, 14th Floor, Denver, Colorado 80203 or at such other place as Holder may
designate in writing, the principal sum of Five Hundred Thousand and No/100
Dollars ($500,000.00) or so much thereof as shall be advanced, with interest
thereon at the rate or rates described below, as follows:
1. DEFINITIONS. When used herein, the following terms shall have the
respective meanings assigned to them:
a. "EVENT OF DEFAULT" shall mean the occurrence or happening, at any
time and from time to time, of any one or more of the following:
i. PAYMENT OF INDEBTEDNESS. If Maker shall fail to pay, in full,
all of the indebtedness evidenced by this Note on the Maturity Date
hereof or any installment or portion of the indebtedness evidenced by
this Note as and when the same shall become due and payable, whether
at the due date stipulated in this Note or at a date fixed for
prepayment or by acceleration or otherwise and such failure continues
for a period of five (5) days following written notice of such failure
by Holder to Maker.
ii. PERFORMANCE OF OBLIGATIONS. If Maker shall fail, refuse or
neglect to perform and discharge fully and timely any of the covenants
and other obligations (other than to repay the indebtedness evidenced
by this Note) made or undertaken by Maker as set forth in this Note or
any of the other Security Instruments as and when required and such
failure continues for a period of ten (10) days following notice of
such failure by Holder to Maker.
iii. OTHER DEFAULTS. The occurrence of an Event of Default under
the Loan Agreement.
b. "LOAN AGREEMENT" shall mean that certain Loan and Security
Agreement dated of even date herewith by and between Maker, as Borrower,
and Holder, as Lender, relating to the loan evidenced by this Note.
c. "MATURITY DATE" shall mean the first to occur of (i) July 15, 2001,
or (ii) the date of any acceleration of payment permitted hereby.
d. "MAXIMUM RATE" shall mean the highest lawful rate of interest
applicable to this Note. In determining the Maximum Rate, due regard shall
be given to all payments, fees, charges, deposits, balances and agreements
which may constitute interest or be deducted from principal when
calculating interest.
e. "SECURITY INSTRUMENTS" shall mean this Note and the Loan Agreement
and all other instruments executed and delivered to Holder by Maker from
time to time evidencing, securing or otherwise pertaining to the
indebtedness evidenced by this Note and secured by the Loan Agreement, as
such instruments may from time to time be renewed, extended, amended or
modified, in whole or in part.
f. "STATED RATE" shall mean the lesser of (i) the Maximum Rate or (ii)
eight (8%) per annum.
2. PAYMENTS; PREPAYMENT.
a. INTEREST PAYMENTS. Interest at the Stated Rate on the outstanding
principal balance of this Note shall be due and payable on the Maturity
Date.
b. PRINCIPAL PAYMENTS. The entire outstanding principal balance of
this Note shall be due and payable on the Maturity Date.
c. OTHER REQUIRED PAYMENTS. In addition to and cumulative of any
payments of interest and principal required to be made by Maker to Holder
pursuant to the provisions of this Paragraph 2, Maker shall pay to Holder,
as and when due and payable, all other sums required to be paid by Maker to
Holder pursuant to any of the other terms and provisions of this Note or
any of the other Security Instruments.
d. PREPAYMENT. Maker may prepay this Note in whole or in part at any
time without penalty or premium. Any prepayment shall be applied first to
accrued, unpaid interest and second, to reduce the outstanding principal
balance of this Note.
e. DUE DATES. If any payment provided for in this Note shall become
due and payable on a day other than a day when Holder is open for business,
such payment may be made on the next succeeding day when Holder is open for
business (unless the result of such extension of time would be to extend
the date for such payment beyond the Maturity Date, in which event such
payment shall be made on the first day immediately preceding the day on
which such payment would otherwise have been due and on which Holder is
open for business), and such extension of time shall in each such case be
included in the computation of interest due on this Note.
3. COMPUTATION OF INTEREST. All interest on this Note shall be computed
on the basis of the actual number of days elapsed in the applicable calendar
year in which accrued.
4. DEFAULT; REMEDIES. If an Event of Default occurs, the entire
outstanding principal balance of this Note, together with all accrued interest
owing hereon, shall at once become due and payable without notice, at the option
of Holder. Failure to exercise this option shall not constitute a waiver of the
right to exercise the same upon the occurrence of any subsequent Event of
Default.
5. INTEREST AFTER DEFAULT OR MATURITY. If an Event of Default occurs, or
after the Maturity Date, all unpaid amounts of this Note, including principal
and accrued, unpaid interest, shall bear interest at the Maximum Rate, or if no
Maximum Rate is established by applicable law, then at the Stated Rate plus four
percent (4%).
6. WAIVER. Maker and all other makers, signers, sureties, guarantors and
endorsers of this Note waive demand, presentment, notice of dishonor, notice of
intent to demand or accelerate payment hereof, diligence in the collecting,
grace, notice and protest and agree to one or more extensions for any period or
periods of time and partial payments, before or after maturity, without
prejudice to the Holder.
7. COSTS OF COLLECTION AND ATTORNEY'S FEES. If collection procedures are
ever commenced, by any means, including legal proceedings or through a
bankruptcy or probate court, or if this Note is placed in the hands of an
attorney for collection after default or maturity, Maker agrees to pay all costs
of collection or attempted collection, including but not limited to attorneys'
fees.
8. SECURITY. This Note is secured by the Loan Agreement and the other
Security Instruments. Reference is hereby made to the Security Instruments for a
description of the security for this Note and the rights of Maker and Holder
with respect to such security.
9. CONTROLLING AGREEMENT. All agreements between Maker and Holder,
whether now existing or hereafter arising and whether written or oral, are
hereby limited so that in no contingency, whether by reason of demand or
acceleration of the maturity hereof or otherwise, shall the interest contracted
for, charged, received, paid or agreed to be paid to Holder exceed interest
computed at the Maximum Rate. If, from any circumstance whatsoever, interest
would otherwise be payable to Holder in excess of interest computed at the
Maximum Rate, the interest payable to Holder shall be reduced to interest
computed at the Maximum Rate and if from any circumstance Holder shall ever
receive anything of value deemed interest by applicable law in excess of
interest computed at the Maximum Rate, an amount equal to any excessive interest
shall be applied to the reduction of the principal hereof and not to the payment
of interest, or if such excessive interest exceeds the unpaid balance of
principal hereof, such excess shall be refunded to Maker. All interest paid or
agreed to be paid to Holder shall, to the extent permitted by
2
applicable law, be amortized, prorated, allocated and spread throughout the full
period until payment in full of the principal (including the period of any
renewal or extension hereof) so that the interest hereon for such full period
shall not exceed interest computed at the Maximum Rate. This paragraph shall
control all agreements between Maker and Holder.
10. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO WITHOUT REFERENCE TO THE
CONFLICTS OF LAWS PROVISIONS THEREOF.
11. NO WAIVER BY HOLDER. No delay on the part of Holder in the exercise of
any power or right under this Note or the other Security Instruments shall
operate as a waiver thereof, nor shall a single or partial exercise of any power
or right preclude other or further exercise thereof or exercise of any other
power or right. Enforcement by Holder of any security for the payment hereof
shall not constitute an election by Holder of remedies so as the preclude the
exercise of any other remedy available to Holder.
12. SUCCESSORS AND ASSIGNS. The term "Holder" as used in this Note shall
include not only the Holder named herein but also all of Holder's successors and
assigns to whom the benefits of this Note shall inure.
13. NOTICES. All notices and other communications required or otherwise
given hereunder shall be given in accordance with the provisions governing the
giving of notices set forth in the Loan Agreement.
14. SEVERABILITY. Any provision in this Note that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability (but construed and given
effect to the extent possible), without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction or the application thereof to any person or circumstance, and
neither the remainder of this Note nor the application of such provision to
other persons or circumstances shall be affected thereby, but rather, the same
shall be enforced to the greatest extent permitted by law.
MAKER
/s/ Scott Thompson
-----------------------------
SCOTT THOMPSON
3