EX-4.1






THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING
LAWS. ACCORDINGLY, THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT (i)
AN OPINION OF COUNSEL SATISFACTORY TO APAC CUSTOMER SERVICES, INC. THAT SUCH SALE, TRANSFER OR
OTHER DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND
APPLICABLE STATE SECURITIES LAWS OR (ii) SUCH REGISTRATION.



WARRANT TO PURCHASE SHARES OF COMMON STOCK




OF




APAC CUSTOMER SERVICES, INC.




Date of Initial Issuance: January 24, 2008



This is to certify that, FOR VALUE RECEIVED, ATALAYA FUNDING LLC or its registered assigns
(“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from APAC CUSTOMER
SERVICES, INC., an Illinois corporation (“Company”), at any time from and including the date
hereof, and not later than 5:00 P.M., New York City Time on January 24, 2013 (the “Expiration
Date”), up to 512,245 shares of common stock of the Company (“Common Stock”) at an exercise price
per share of US$1.05. The shares of the Common Stock deliverable upon such exercise are
hereinafter sometimes referred to as “Warrant Stock” and the exercise price of a share of Common
Stock in effect at any time as adjusted from time to time is hereinafter sometimes referred to as
the “Exercise Price.” The Warrant Stock equals 0.90% of the total number of shares of Common Stock
outstanding as of the date of initial issuance, computed on a fully-diluted basis. The Company
represents and warrants that Schedule 1 attached hereto sets forth the capitalization of
the Company (including all options and other warrants outstanding) as of the date of the initial
issuance and the calculation of the aggregate number of shares of Warrant Stock deliverable upon
exercise of this Warrant. The price to be paid for a share of Warrant Stock is subject to
adjustment from time to time as hereinafter set forth.



(a) Exercise of Warrant. This Warrant may be exercised in whole or in part at any
time or from time to time from and including the date hereof and not later than 5:00 P.M., New York
City Time, on January 24, 2013, or if such day is a banking holiday in New York, New York, then on
the next succeeding day which shall not be such a day, by (i) the presentation and surrender of
this Warrant to the Company at its principal office along with a duly executed Purchase Form (in
the form attached to this Agreement duly executed by the Holder) specifying the number of shares
Warrant Stock to be purchased, and (ii) delivery of payment to the Company of the Exercise Price
for the number of shares of Warrant Stock specified in the Purchase Form by cash, wire transfer of
immediately available funds to a bank account specified by the Company, or by certified or bank
cashier’s check or by means of a cashless exercise as described below. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute
and deliver a new Warrant evidencing the right of the holder to purchase the balance of the shares
purchasable hereunder. Upon receipt by the Company of this Warrant at the office or agency of the
Company, in proper form for exercise, the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books
of the Company shall then be closed or that certificates representing such securities shall not
then be actually delivered to the Holder. The Exercise Price shall be payable, at the option of
the Holder, by a “cashless exercise” in which the Holder shall be entitled to receive a certificate
for the number of shares of Warrant Stock equal to the quotient obtained by dividing [(A-B) (X)] by
(A), where:




	 	(A)	 	= the Current Market Price (as defined below) per share on the date of such
election;






	 	(B)	 	= the Exercise Price; and






	 	(X)	 	= the number of shares of Warrant Stock issuable upon such full or partial
exercise of this Warrant in accordance with the terms of this Warrant.





For the purpose of any applicable computation hereunder, the “Current Market Price” on any
date shall be deemed to be the closing price of a single share of Common Stock on the trading day
immediately preceding the date in question as reported on The Nasdaq Capital Market or any other
national securities exchange on which the Common Stock is listed. If on any such date the Common
Stock is not listed or admitted to trading on any national securities exchange, then the “Current
Market Price” shall be the price per share of Common Stock that a willing buyer would pay to a
willing seller, neither party under any compulsion to buy or sell and both parties in possession of
all relevant facts, with no premium or discount for minority ownership, absence of voting rights,
or lack of liquidity, as determined in good faith by the Holder, whose determination shall be
conclusive absent manifest error.



(b) Reservation of Shares; Reporting Requirements. The Company hereby agrees that at
all times there shall be reserved for issuance and/or delivery upon exercise of this Warrant such
number of shares of its Common Stock as shall be required for issuance or delivery upon exercise of
this Warrant. The Warrant Shares will, upon issuance, be fully paid and nonassessable, and free
from all taxes, liens and charges. The Company will take all such action as may be reasonably
necessary to assure that all shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of any domestic securities
exchange upon which the Common Stock may be listed. Until the earlier to occur of the exercise of
this Warrant in full and January 24, 2009, the Company covenants and agrees to file all reports
required to be filed under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.



(c) Fractional Shares. The Company shall not be required to issue fractions of
shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If
any fraction of a share would otherwise be issuable on the exercise of this Warrant (or specified
portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same
fraction of the Current Market Price of such share of Common Stock on the date of exercise of this
Warrant.



(d) Exchange, Assignment or Loss of Warrant. Subject to Section (q) below, this
Warrant is assignable and exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock transfer agent, if
any, for other Warrants of different denominations entitling the holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder; provided, however, that
this Warrant shall not be subdivided or assigned to more than three subsequent Holders (excluding
transfers to the affiliates of the initial Holder) and such non-affiliate subsequent Holders may
not make partial transfers of this Warrant. Any such assignment shall be made by surrender of
this Warrant to the Company or at the office of its stock transfer agent, if any, with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax;
whereupon the Company shall, without charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment and this Warrant promptly shall be cancelled. This
Warrant may be divided or combined with other Warrants which carry the same rights upon
presentation hereof at the office of the Company or at the office of its stock transfer agent, if
any, together with a written notice specifying the names and denominations in which new Warrants
are to be issued and signed by the Holder hereof. The term “Warrant” as used herein includes any
Warrants issued in substitution for or replacement of this Warrant, or into which this Warrant may
be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction)
of reasonably satisfactory indemnification including a surety bond, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date. Any such new Warrant executed and delivered shall constitute an additional
contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen,
destroyed, or mutilated shall be at any time enforceable by anyone.



(e) Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any
rights or obligations of a shareholder of the Company, either at law or equity, and the rights of
the Holder are limited to those expressed in this Warrant until this Warrant shall have been
exercised and the Warrant Shares purchasable upon exercise hereof shall have become deliverable.



(f) Anti-Dilution Provisions.




(1) Stock Splits and Stock Dividends. Anything in this Section (f) to the
contrary notwithstanding, in case the Company shall at any time issue Common Stock or
securities convertible into or exercisable or exchangeable for Common Stock by way of
dividend or other distribution on any stock of the Company or subdivide or combine the
outstanding shares of Common Stock, the Exercise Price shall be proportionately decreased in
the case of such issuance (on the day following the date fixed for determining shareholders
entitled to receive such dividend or other distribution) or decreased in the case of such
subdivision or increased in the case of such combination (on the date that such subdivision
or combination shall become effective); provided, however, that the Exercise Price shall
never be less than the par value per share of Common Stock.




(2) Common Stock Defined. Whenever reference is made in this Section (f) to
the issue or sale of shares of Common Stock, the term “Common Stock” shall mean the Common
Stock of the Company of the class authorized as of the date hereof and any other class of
stock ranking on a parity with such Common Stock. However, shares issuable upon exercise
hereof shall include only shares of the class designated as Common Stock of the Company as
of the date hereof.



(g) Officer’s Certificate. Whenever the Exercise Price shall be adjusted as required
by the provisions of Section (f) hereof, the Company shall forthwith file in the custody of its
Secretary or an Assistant Secretary at its principal office, and with its stock transfer agent, if
any, an officer’s certificate showing the adjusted Exercise Price determined as herein provided and
setting forth in reasonable detail the facts requiring such adjustment and the calculation thereof.
Each such officer’s certificate shall be made available at all reasonable times for inspection by
the Holder and the Company shall, forthwith after each such adjustment, mail a copy of such
certificate to the Holder.



(h) Notices to Holders; Right of Holders to Participate. So long as this Warrant
shall be outstanding and unexercised (i) if the Company pays any dividend or makes any distribution
upon the Common Stock (including the distribution of stock of a subsidiary or other corporation) or
(ii) if any capital reorganization of the Company, reclassification of the capital stock of the
Company, consolidation or merger of the Company with or into another entity, sale, lease or
transfer of all or substantially all of the property and assets of the Company to another entity,
sale of a majority of the capital interests of the Company, or voluntary or involuntary
dissolution, liquidation or winding up of the Company shall be effected, then, in any such case,
the Company shall cause to be delivered to the Holder contemporaneous with notice to the holders of
Common Stock, a notice containing a brief description of the proposed action and stating the date
on which (x) a record is to be taken for the purpose of such dividend, distribution or rights and
the Company shall distribute to the Holder any such dividend or distribution to the same extent as
if the Holder was the owner of record of the Warrant Stock on the record date of any such action,
or (y) such reclassification, reorganization, consolidation, merger, sale, conveyance, lease,
dissolution, liquidation or winding up is to take place and the date, if any, is to be fixed, as of
which the holders of Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such reclassification, reorganization,
consolidation, merger, sale, conveyance, dissolution, liquidation or winding up and the Holder of
this Warrant may exercise this Warrant and purchase Common Stock (or other stock substituted
therefor as hereinbefore provided) and shall be entitled in respect of shares so purchased to all
of the rights of the holders of record of the Common Stock; provided, that, if the Warrant is not
exercised prior to such time, this Warrant shall be void and no rights shall exist thereunder as of
the close of business on the date as of which holders of record of the Common Stock shall be
entitled to participate in each such Company transaction. In any such case of termination of
purchase rights, a statement thereof shall be included in the notice provided for herein.



(i) Intentionally Omitted.



(j) Dissolution. If, at any time prior to the expiration of this Warrant and prior to
the exercise thereof, any dissolution, liquidation or winding up of the Company shall be proposed,
the Company shall cause notice to be mailed contemporaneous with notice to the holders of Common
Stock by certified mail to the registered Holder of this Warrant at its address as it appears on
the books of the Company. Such notice shall specify the date as of which holders of record of
Common Stock shall participate in any distribution or shall be entitled to exchange their Common
Stock for securities or other property, deliverable upon such dissolution, liquidation or winding
up, as the case may be; to the end that, within the same periods specified for action by the
holders of Common Stock, the Holder of this Warrant may exercise this Warrant and purchase Common
Stock (or other stock substituted therefor as hereinbefore provided) and be entitled in respect of
shares so purchased to all of the rights of the other holders of Common Stock. In case of a
dissolution, liquidation or winding up of the Company, all purchase rights under this Warrant shall
terminate at the close of business on the date as of which holders of record of the Common Stock
shall be entitled to participate in a distribution of the assets of the Company in connection with
such dissolution, liquidation or winding up. Any Warrant not exercised prior to such time shall be
void and no rights shall exist thereunder. In any such case of termination of purchase rights, a
statement thereof shall be included in the notice provided for herein.



(k) Intentionally Omitted.



(l) Transfer Taxes. The issuance of any shares or other securities upon the exercise
of this Warrant, and the delivery of certificates or other instruments representing such shares or
other securities, shall be made without charge to the Holder for any tax or other charge in respect
of such issuance. The Company shall not, however, be required to pay any tax which may be payable
in respect of any transfer involved in the issue and delivery of any certificate in a name other
than that of the Holder and the Company shall not be required to issue or deliver any such
certificate unless and until the person or persons requesting the issuance thereof shall have paid
to the Company the amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.



(m) Intentionally Omitted.



(n) Notices. Any notices or certificates by the Company to the Holder and by the
Holder to the Company shall be deemed delivered if in writing and delivered personally (including
by telex, telecopier, telegram or other acknowledged receipt), by reputable overnight courier or
three business days following deposit in the United States mails, sent by registered or certified
mail, return receipt requested, addressed as follows:



	 	 	 
	Holder:

	 	Atalaya Funding LLC

590 Madison Avenue, 28th Floor

New York, New York 10022

Attn: Ted Lu
	Company:

	 	APAC Customer Services, Inc.






Six Parkway North, Suite 100



Deerfield, Illinois 60015



Attn: General Counsel



Any person may change the address for the giving of notice by notice duly given effective five
business days thereafter.



(o) Amendments and Waivers. Any term, condition or provision of this Warrant may be
amended and the observance thereof may be waived (either generally or in a particular instance and
either retroactively or prospectively), with the written consent of the Company and the Holder.



(p) Entire Agreement. This Warrant constitutes the entire agreement among the parties
thereto and supersedes any and all prior agreements whether written or oral regarding the subject
matter hereof.



(q) Transfer to Comply with the Securities Act of 1933.




(1) This Warrant or the Warrant Stock or any other security issued or issuable upon
exercise of this Warrant may not be offered, sold or otherwise transferred except in
conformity with the Securities Act of 1933, as amended, and then only against receipt of an
agreement of such person to whom such offer of sale is made to comply with the provisions of
this Section (q) with respect to any resale or other disposition of such securities.




(2) The Company shall cause the following legend to be set forth on each certificate
representing Warrant Stock or any other security issued or issuable upon exercise of this
Warrant not theretofore distributed to the public or sold to underwriters for distribution
to the public, unless counsel for the Company is of the opinion as to any such certificate
that such legend is unnecessary:



The securities represented by this certificate may not be offered
for sale, sold or otherwise transferred except pursuant to an
effective registration statement made under the Securities Act of
1933 (the “Act”), or pursuant to an exemption from registration
under the Act the availability of which is to be established to the
satisfaction of the Company. Accordingly, this Warrant may not be
sold, transferred or otherwise disposed of without (i) an opinion of
counsel satisfactory to APAC Customer Services, Inc. that such
sale, transfer or other disposition may lawfully be made without
registration under the securities act of 1933 and applicable state
securities laws or (ii) such registration.



(r) Applicable Law. This Warrant shall be governed by, and construed in accordance
with, the laws of the State of New York.



[remainder of page intentionally left blank]





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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and delivered by its
duly authorized officer.



APAC CUSTOMER SERVICES, INC.



	 	 	 
	By: /s/ Robert J. Keller

	 

	Name: Robert J. Keller___________

	 

	Date:

	 	01/24/08
	
 
	 	 






	 
	PURCHASE FORM
	Dated      , 20     







The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of
purchasing      shares of Common Stock and hereby makes payment of $     
in payment of the actual exercise price thereof.













INSTRUCTIONS FOR REGISTRATION OF SHARES




Name     



(please typewrite or print in block letters)



Address     



Signature     



Social Security or Employer I.D. No.     













ASSIGNMENT FORM




FOR VALUE RECEIVED,      hereby sells, assigns and
transfers unto



Name     



(please typewrite or print in block letters)



Address     



the right to purchase Common Stock represented by this Warrant to the extent of      Shares
as to which such right is exercisable and does hereby irrevocable constitute and appoint
     , attorney, to transfer the same on the books of the Company with full
power of substitution in the premises.



Signature:     



Dated:     



2



Schedule 1




Capitalization Table




	 	 	 
	Issued and outstanding shares as of 12/30                      

Restricted shares                                                             

Options — issued                                                          

	 	50,012,538

366,758

6,495,396
	
 
	 	 
	     Outstanding shares as of December 30, 2007             

 

Options issued to BOD on December 31, 2007               

	 	56,874,692



41,412
	
 
	 	 






     Fully diluted shares outstanding as of January      , 2008 56,916,104       

 
 


Warrants to be issued at .9% of fully diluted                       512,245    




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