Exhibit 10.1


 


AMENDMENT
NO. 1 TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


 


This Amendment No. 1 to
Amended and Restated Loan and Security Agreement (this “Amendment”) is dated as of February 21,
2006, is by and among LASALLE BANK NATIONAL ASSOCIATION, for itself as a
lender, and as Agent (“Agent”) for
the lenders (“Lenders”) from time
to time party to the Amended and Restated Loan Agreement (as defined below) and
APAC CUSTOMER SERVICES, INC. (“Borrower”).


 


Preliminary Statements


 


Agent and Borrower are party
to that certain Amended and Restated Loan and Security Agreement dated as of
October 31, 2005 (as amended, restated, supplemented or otherwise modified from
time to time, the “Amended and Restated Loan
Agreement”). Capitalized terms used but not defined in this
Amendment shall have the meanings ascribed to such terms in the Amended and
Restated Loan Agreement.


 


Borrower has requested,
among other things, that Agent amend the Amended and Restated Loan Agreement to
provide for additional borrowing availability pursuant to Section 14(d),
as set forth herein and Agent is willing to do so on the terms and subject to
the conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing recitals, the mutual covenants and agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


1. Amendment to Amended
and Restated Loan Agreement. In reliance on the representations and warranties
set forth in Section 3 below and subject to the satisfaction of the conditions
set forth in Section 4 below, the Amended and Restated Loan Agreement is hereby
amended as follows:


 


(a)           Section 14(d) of the Amended and Restated Loan Agreement
is hereby amended and restated in its entirety, as follows:


 


(d)           Excess Availability.


 


Borrower
shall at all times maintain Excess Availability of at least S3,000,000;
provided, however, that Borrower need not maintain any such Excess Availability
if on any date (on or after March 31, 2006) the following have been satisfied
(i) no Event of Default has occurred and is continuing on such date, (ii) Agent
has received a copy of Borrower’s 10-K for the Fiscal Year ending on or about
December 31, 2005 by March 31, 2006, and (iii) Agent has received Borrower’s
compliance certificate for the month ending on March 31, 2006 or any applicable
month thereafter. Notwithstanding the foregoing, Agent waives the requirement
for Borrower to maintain Excess Availability of at least Three Million and
No/100 Dollars ($3,000,000.00) from the date of this


 

















 


Amendment through April 30,
2006. In the event Borrower fails to meet the requirements set forth herein in
subsections (i), (ii) and (iii) prior to April 30, 2006, then Borrower shall be
required to maintain Excess Availability at all times in excess of at least
Three Million and Noll 00 Dollars (S3,000,000.00) until such time as Borrower
is able to meet such requirements.


 


2.             Representations and Warranties of Borrower.
Borrower represents and warrants that, as of the date hereof:


 


(a)           The execution, delivery and performance by Borrower of
this Amendment, are within the organizational power of Borrower, have been duly
authorized by all necessary action, have received all necessary’ governmental
approval (if any shall be required), other than approvals which could not
reasonably be expected to have a Material Adverse Effect on Borrower, and do
not and will not contravene or conflict with any provision of law applicable to
Borrower, the articles of incorporation, by-laws or any other organizational
document of Borrower, any order, judgment or decree of any court or
governmental agency, or any agreement, instrument or document binding upon
Borrower or any property of Borrower, in each ease, which contravention or
conflict could reasonably be expected to have a Material Adverse Effect on
Borrower;


 


(b)           Each of the Amended and Restated Loan Agreement, as amended by this Amendment and the Other
Agreements to which Borrower is a party are the legal, valid and binding
obligations of Borrower, enforceable against Borrower in accordance with their
respective terms, except as limited
by applicable bankruptcy, insolvency or other laws related to enforcement of
creditor’s rights generally and general principals of equity related to
enforcement;


 


(c)           After giving effect to the amendments set forth herein, no
Event of Default or event or condition which upon notice, lapse of time or both
would constitute an Event of Default has occurred and is continuing; and


 


(d)           After giving effect to the amendments set forth herein,
the representations and warranties of the Borrower contained in the Amended and
Restated Loan Agreement and the Other Agreements are true and accurate as of
the date hereof with the same force and effect as if such had been made on and
as of the date hereof, except for those specific to a past date (which shall be
true and correct as of such past date).


 


3.             Conditions Precedent. The effectiveness of this
Amendment is subject to the satisfaction of the following condition precedent:


 


(a)             Agent shall have received this Amendment executed by
Borrower, Agent and LaSalle Bank National Association;


 


(h)           Agent shall have received the Consent and Reaffirmation
executed by each Obligor (other than the Borrower);


 


2

















 


(c)           Borrower shall have paid a legal fee of
Five Hundred and No/lOO ($500.00) for Agent’s internal legal costs to prepare
this Amendment No. 1 to Amended and Restated Loan and Security Agreement; and


 


(d)           All proceedings taken in connection with this Amendment
and all documents, instruments and other legal matters incident thereto shall
be satisfactory to Agent and its legal counsel such acceptance to be evidenced
by Agent’s execution hereof.


 


4.             No Novation. This Amendment is not intended to
nor shall be construed to create a novation or accord and satisfaction with
respect to any of the Liabilities.


 


5.             Severability. Any provision of this Amendment
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.


 


6.             Ratification. Except as expressly waived and
modified hereby, the Amended and Restated Loan Agreement and the Other
Agreements are each hereby are
ratified and confirmed by the parties hereto and remain in full force and
effect in accordance with the respective terms thereof. Agent and Lenders
willingness to provide the waivers herein and agree to the amendments herein
shall not be deemed to indicate or require Agent’s or Lenders’ willingness to
agree to any deviation from the terms of the Amended and Restated Loan
Agreement (as modified hereby) in the future.


 


7.             Choice of Law. This Amendment shall be governed
and controlled by the laws of the State of Illinois as to interpretation,
enforcement, validity, construction, effect and in all other respects.


 


[Remainder of page intentionally left blank,
signatures to follow]


 

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed
under seal and delivered by their respective duly authorized officers on the
date first written above.


 


	
   

  	
  LASALLE BANK NATIONAL

  
	
   

  	
  ASSOCIATION,
  as Agent and a Lender

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/Andrew J.
  Heinz

  	
   

  
	
   

  	
  Its: 

  	
  First Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APAC CUSTOMER SERVICES, INC.,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George
  H. Hepburn

  	
   

  
	
   

  	
  Its:

  	
  SVP & Chief
  Financial Officer

  	
   

  
									



 

















 


CONSENT AND REAFFIRMATION


 


The
undersigned (“Guarantors”), hereby
(i) acknowledge receipt of a copy of the foregoing Amendment No. 1 to Amended
and Restated Loan and Security Agreement (the “Amendment”);
(ii) consent to Borrower’s execution and delivery of the Amendment;
and (iii) reaffirm that each of the Other Agreements that it is a party to
continue to remain in full force and effect. Although Guarantors have been
informed of the matters set forth herein and have acknowledged same, Guarantors
understand that Agent and Lenders have no obligation to inform Guarantors of
such matters in the future or to seek Guarantors’ acknowledgment to future
amendments, waivers or consents, and nothing herein shall create such a duty.


 


IN WITNESS
WHEREOF, Guarantors have executed this Consent and Reaffirmation on and as of
the date of the Amendment.


 


	
   

  	
  APAC
  CUSTOMER SERVICES, L.L.C.

  
	
   

  	
   APAC CUSTOMER SERVICES OF ILLINOIS, INC. 

  
	
   

  	
   APAC CUSTOMER SERVICES GENERAL 

  
	
   

  	
   PARTNER, I1 C.

  
	
   

  	
  ITI
  HOLDINGS, LLC

  
	
   

  	
  APAC
  CUSTOMER SERVICES OF IOWA, L.L.C.

  
	
   

  	
  APAC
  CUSTOMER SERVICES OF TEXAS, L.P.

  
	
   

  	
  by its
  general partner, APAC Customer Services

  
	
   

  	
  General
  Partner, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert
  J. Keller

  	
   

  
	
   

  	
  Its

  	
  President