Exhibit
10.22  APAC
CUSTOMER SERVICES, INC. SIXTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT  This Sixth Amendment to
Amended and Restated Credit Agreement (herein, the Amendment) is entered into
as of January 10, 2002, between APAC Customer Services, Inc., an Illinois
corporation formerly known as APAC TeleServices, Inc., the Banks party hereto,
and Harris Trust and Savings Bank, as Agent for the Banks.  PRELIMINARY
STATEMENTS  A.            The Borrower, the Banks, and the Agent are parties to
that certain Amended and Restated Credit Agreement dated as of
September 8, 1998, as heretofore amended (as amended, the Credit Agreement).  All capitalized terms used herein without
definition shall have the same meanings herein as such terms have in the Credit
Agreement.  B.            The Borrower and the Required Banks have agreed to amend
certain financial covenants and related definitions, modify the application
otherwise required for the Borrowers voluntarily prepayment of $5,000,000 of
the Term Loans, and make certain other amendments to the Credit Agreement under
the terms and conditions set forth in this Amendment.  NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:  SECTION 1.           AMENDMENTS  Subject to satisfaction
of the conditions precedent in Section 2 below, the Credit Agreement shall be
and hereby is amended as follows:  1.1.          The definition of EBITDA appearing
in Section 5.1 of the Credit Agreement shall be amended and restated in
its entirety to read as follows:  EBITDA
means, with reference to any period, Net Income for such period plus the sum
(without duplication) of all amounts deducted in arriving at such Net Income
amount in respect of (v) Interest Expense for such period, (w) federal,
state and local income taxes for such period, (x) depreciation of fixed
assets and amortization of intangible assets (including, without limitation,
goodwill, deferred expenses and organization costs) for such period, (y) up to
$12,000,000 of non-recurring, non-cash charges incurred prior to
December 31, 2001, attributable to the discontinuance of certain business
operations and (z) up to  
   $2,000,000 of
non-recurring, non-cash charges incurred on or after January 1, 2002, but
prior to December 31, 2002, attributable to the discontinuance of certain
business operations.  1.2.          Section 8.22 of the Credit
Agreement (Total Debt Ratio) shall be amended and restated in its entirety to
read as follows:  Section 8.22.  Total Debt Ratio.  The Borrower shall not at any time during
any fiscal quarter of the Borrower permit the Total Debt Ratio to be greater
than or equal to the amount set forth for such quarter below:  FROM AND INCLUDING
  
  TO AND INCLUDING
  
  TOTAL DEBT RATIO
  SHALL NOT BE
  GREATER THAN OR
  EQUAL TOStart of fourth
  fiscal
  quarter 2001
  
  Close of fourth
  fiscal
  quarter 2001
  
  2.50 to 1.0Start of first
  fiscal
  quarter 2002
  
  Close of first
  fiscal
  quarter 2002
  
  2.25 to 1.0Start of second
  fiscal
  quarter 2002
  
  At all times
  thereafter
  
  2.00 to 1.0  1.3.          Section 8.24 of the Credit Agreement
shall be amended and restated in its entirety to read as follows:  Section
8.24.  Interest Coverage Ratio.As of the last day of each
fiscal quarter of the Borrower, the Borrower shall not permit the ratio of
EBITDA for the four fiscal quarters of the Borrower then ended to Interest
Expense for the same four fiscal quarters then ended to be less than 3.00 to
1.00.  1.4.          Section 8.25 of the Credit
Agreement (Minimum EBITDA) shall be amended and restated in its entirety to
read as follows:  Section 8.25.  Minimum EBITDA. 
(a) Cumulative EBITDA.  As of the last day of each fiscal quarter of
the Borrower occurring during the periods set forth below, the Borrower shall
maintain EBITDA for the period then ended at not less than the amount set forth
below:  2 
   DURING
  PERIOD CONSISTING OF
  
  EBITDA SHALL
  NOT BE LESS THANFourth
  fiscal quarter 2001
  
  $
  9,000,000Fourth
  fiscal quarter 2001 and first fiscal quarter 2002
  
  $
  18,000,000Fourth
  fiscal quarter 2001 and first and second fiscal quarters 2002
  
  $
  27,000,000
  (b) Rolling 4 Quarters EBITDA.  As of the last day of each fiscal quarter of
the Borrower ending during the periods set forth below, the Borrower shall
maintain EBITDA for the four fiscal quarters then ended at not less than the
amount set forth below:  DURING PERIOD OF 4
  FISCAL 
  QUARTERS ENDING ON THE LAST 
  DAY OF
  
  EBITDA SHALL
  NOT BE LESS THANThird
  fiscal quarter 2002
  
  $
  36,000,000Fourth
  fiscal quarter 2002
  
  $
  38,000,000First
  fiscal quarter 2003, and each fiscal quarter ending thereafter
  
  $
  41,000,000
  1.5.          Section 8.28 of the Credit
Agreement shall be amended and restated in its entirety to read as follows:  Section 8.28.  Capital Expenditures.  The Borrower shall not permit Capital
Expenditures for the Borrower and its Subsidiaries (taken together) to exceed
(a) $12,000,000 during the fiscal year of the Borrower ending
December 31, 2002 and (b) $6,000,000 during the 6 month period ending
June 30, 2003.  SECTION 2.           CONDITIONS PRECEDENT.  This Amendment shall not
become effective unless and until all of the following conditions have been
satisfied:  2.1.          The Borrower, the Agent, and the
Required Banks shall have executed and delivered this Amendment, and the
Guarantors shall have executed their acknowledgment and consent to this
Amendment in the space provided for that purpose below.  2.2.          The Borrower shall have paid to the
Agent for the benefit of the Lenders executing this Amendment on or prior to
the close of business on January    
, 2002, an amendment fee of 0.25% multiplied by the sum of such Lenders
outstanding Term Loans  3 
   (after giving
effect to the voluntary prepayment called for by Section 3 below) and Revolving
Credit Commitments.  2.3.          The Borrower shall have paid to the
Agent for its own use and benefit an agents fee as mutually agreed upon by
them.  2.4.          All legal matters incident to the
execution and delivery hereby and of the other instruments and documents
contemplated hereby shall be satisfactory to the Required Banks, the Agent and
their respective counsel.  SECTION 3.           CONDITIONS SUBSEQUENT.  In consideration of this
Amendment, the Borrower hereby agrees to prepay the principal balance of the
Term Loans by not less than $5,000,000 on or after the date hereof but on or
before February 1, 2002, such payment to be (i) accompanied by any amount due
the Banks under Section 1.13 of the Credit Agreement, (ii) applied to the
final installment due on the Term Loans and (iii) allocated among the Term
Loans of the Banks in accordance with their respective Term Loan
Percentages.  It shall constitute in
Event of Default under the Credit Agreement if the Borrower fails to make such
payment as provided for herein.  SECTION 4.           REPRESENTATIONS.  In order to induce the
Required Banks to execute and deliver this Amendment, the Borrower hereby
represents to each Bank that as of the date hereof the representations and
warranties set forth in Section 6 of the Credit Agreement are and shall be
and remain true and correct (except that the representations contained in
Section 6.5 shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Agent pursuant to Section 8.5 of
the Credit Agreement) and, after giving effect to this Amendment, (i) the
Borrower is in full compliance with all of the terms and conditions of the
Credit Agreement and (ii) no Default or Event of Default has occurred and is
continuing under the Credit Agreement.  SECTION 5.           MISCELLANEOUS.  5.1.          The Borrower and the Guarantors have
heretofore executed and delivered to the Agent and the Banks certain Collateral
Documents.  The Borrower and, by signing
the acknowledgment and consent set forth below, each Guarantor hereby
acknowledge and agree that, notwithstanding the execution and delivery of this
Amendment, the Collateral Documents remain in full force and effect, and the
rights and remedies of the Agent and the Banks thereunder, the obligations of
the Borrower and the Guarantors thereunder, and the liens and security
interests created and provided for thereunder remain in full force and effect
and shall not be affected, impaired or discharged hereby.  Nothing herein contained shall in any manner
affect or impair the priority of the liens and security interests created and
provided for by the Collateral Documents as to the indebtedness which would be
secured thereby prior to giving effect to this Amendment.  4 
   5.2.          Except as specifically amended herein
or waived hereby, the Credit Agreement shall continue in full force and effect
in accordance with its original terms. 
Reference to this specific Amendment need not be made in the Credit
Agreement, the Notes, or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued or
made pursuant to or with respect to the Credit Agreement, any reference in any
of such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.  5.3.          The Borrower agrees to pay on demand
all reasonable costs and expenses of or incurred by the Agent in connection
with the negotiation, preparation, execution and delivery of this Amendment,
including fees and expenses of counsel to the Agent.  5.4.          This Amendment may be executed in any
number of counterparts, and by the different parties on different counterpart
signature pages, all of which taken together shall constitute one and the same
agreement.  Any of the parties hereto
may execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original.  This Amendment shall be governed by the
internal laws of the State of Illinois.  [SIGNATURE PAGES
TO FOLLOW]  5 
   This Sixth Amendment to
Amended and Restated Credit Agreement is entered into as of the date and year
first above written.  APAC CUSTOMER SERVICES,
  INC.By:Name:Title:  Accepted and agreed to as
of the date and year first above written.  HARRIS TRUST AND
  SAVINGS BANK, in its    individual capacity as a Bank and
  as AgentBy:Name:Title:  6 
   BANK OF AMERICA, N.A.By:Name:Title:  LASALLE BANK NATIONAL
  ASSOCIATIONBy:Name:Title:  THE NORTHERN TRUST
  COMPANYBy:Name:Title:   FIRSTAR BANK MILWAUKEE,
  N.A.By:Name:Title:  NATIONAL CITY BANKBy:Name:Title:  THE FUJI BANK, LIMITEDBy:Name:Title:   THE BANK OF NOVA SCOTIABy:Name:Title:  U.S. BANK NATIONAL
  ASSOCIATIONBy:Name:Title:  7 
   GUARANTORS
CONSENT  The undersigned have
heretofore executed and delivered to the Agent and the Banks a Guaranty
Agreement dated May 20, 1998 (theGuaranty), and certain Collateral Documents relating thereto.  The undersigned hereby consent to the Sixth
Amendment to Amended and Restated Credit Agreement as set forth above and
confirms that the Guaranty and Collateral Documents executed and delivered by
them and all of the obligations of the undersigned thereunder remain in full
force and effect.  The undersigned
further agree that the consent of the undersigned to any further amendments to
the Credit Agreement shall not be required as a result of this consent having
been obtained.  The undersigned acknowledge
that the Agent and the Banks are relying on the assurances set forth herein in
entering into the Sixth Amendment to Amended and Restated Credit Agreement as
set forth above.  .
  APAC CUSTOMER SERVICES
  OF TEXAS, L.P.By:
  APAC CUSTOMER SERVICES,INC., its ManagerByNameTitle  APAC CUSTOMER SERVICES
  GENERAL
  PARTNER, INC.ByNameTitle  ITI HOLDINGS, INC.ByNameTitle  8 
   .
  APAC CUSTOMER SERVICES,
  L.L.C.By:
  APAC CUSTOMER SERVICES,
  INC., itsManagerByNameTitle  9