EX-10.2






THIRD AMENDMENT




THIS THIRD AMENDMENT (this “Amendment”), dated as of February 29, 2008, is by and
among APAC CUSTOMER SERVICES, INC., an Illinois corporation (“Borrower”), ATALAYA FUNDING
II LP (“Lender”), and ATALAYA ADMINISTRATIVE LLC, as agent for the Lender
(“Agent”).



W I T N E S S E T H:




WHEREAS, pursuant to the Second Lien Loan and Security Agreement dated as of January 31, 2007,
as amended by that certain First Amendment dated as of June 29, 2007, and as further amended by
that certain Second Amendment dated as of January 24, 2008 (as previously amended, the
“Existing Loan Agreement”) among Borrower, Lender and Agent, a term loan of $15,000,000 was
made to Borrower; and



WHEREAS, the parties hereto have agreed to amend the Existing Loan Agreement as set forth
herein.



NOW, THEREFORE, in consideration of the agreements herein contained and other good and
valuable consideration, the parties hereby agree as follows:



PART I




DEFINITIONS




SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or the context
otherwise requires, the following terms used in this Amendment, including its preamble and
recitals, have the following meanings:




“Amended Loan Agreement” means the Existing Loan Agreement as amended hereby.




“Third Amendment Effective Date” shall have the meaning set forth in Subpart
3.1.



SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the context
otherwise requires, terms used in this Amendment, including its preamble and recitals, have the
meanings provided in the Amended Loan Agreement.



PART II




AMENDMENTS TO EXISTING LOAN AGREEMENT




SUBPART 2.1. Amendment to Definition to EBITDA. The definition of EBITDA in Section 1
of the Existing Loan Agreement is amended in its entirety so that such definition now reads as
follows:




“EBITDA” shall mean, with respect to any period, Borrower’s and its
Subsidiaries’ net income for such period, plus the sum (without duplication) of all
amounts deducted in arriving at such net income amount in respect of (i) interest expense
for such period, (ii) federal, state and local income taxes for such period, (iii) amounts
properly charged for depreciation of fixed assets and amortization of intangible assets
(including, without limitation, goodwill, deferred expenses and organization costs ) for
such period, (iv) all cash and non-cash restructuring charges incurred during the period
from July 1, 2005 through December 31, 2006 and not to exceed $10,000,000 including those in
connection with the Restructuring, (v) the write down of goodwill in the quarter ending
September 30, 2005 in an amount not to exceed $11,000,000, (vi) with respect to the period
beginning after December 31, 2006 and ending on December 28, 2008, cash and non-cash
restructuring charges incurred during such period not to exceed $2,500,000 in any Fiscal
Year, (vii) non-cash charges related to the expensing of options for Borrower’s common stock
incurred during such period, (viii) non-cash asset impairment charges incurred during such
period, and (ix) non-cash charges related to expenses and costs incurred during such period
in connection with the retirement or termination of any of the officers or managers of
Borrower (“Employment Expenses”), all on a consolidated basis, minus cash payments
related to Employment Expenses made during such period to the extent non-cash charges
related to such Employment Expenses have been added to the calculation of EBITDA during any
period, on a consolidated basis.



SUBPART 2.2. Amendment to Section 10. The second sentence of Section 10 is amended in
its entirety so that such sentence now reads as follows:




If, during the term of this Agreement, Borrower optionally prepays all or any portion
of the Term Loan, Borrower, agrees to pay to Agent, for the benefit of Lender, as a
prepayment fee, in addition to the payment of all other Liabilities, an amount equal to: (i)
if such prepayment occurs in full prior to May 31, 2008, two percent (2.0%) of the principal
amount of the Term Loan so prepaid; (ii) if such prepayment occurs in part prior to May 31,
2008 (A) up to a principal amount of $5,000,000 of the Term Loan so prepaid, three percent
(3%) of any such amount and (B) any principal amount prepaid greater than $5,000,000 but
less than the full amount of the Term Loan so prepaid, the greater of (x) the amount of
interest that would have accrued on the portion of the Term Loan so prepaid from prepayment,
at the applicable rate hereunder as of the date of such prepayment, if such portion of the
Term Loan remained outstanding through June 29, 2009 and (y) two percent (2.0%) of the
principal amount of the Term Loan so prepaid; provided, however, if the aggregate amount of
all partial prepayments made prior to May 31, 2008 is sufficient to prepay the principal
amount of the Term Loan in full prior to such date (the date of such aggregate prepayment in
full, the “Prepayment in Full Date”), then, within ten (10) Business Days of the
Prepayment in Full Date, Agent (on behalf of Lender) shall pay to Borrower an amount equal
to (1) the aggregate amount of all prepayment fees actually paid to Agent (for the benefit
of Lender) minus (2) two percent (2.0%) of the aggregate principal amount of the
Term Loan so prepaid; (iii) if such prepayment occurs on or after May 31, 2008, but on or
prior to June 29, 2009, the greater of (x) the amount of interest that would have accrued on
the portion of the Term Loan so prepaid from prepayment, at the applicable rate hereunder as
of the date of such prepayment, if such portion of the Term Loan remained outstanding
through June 29, 2009 and (y) two percent (2.0%) of the principal amount of the Term Loan so
prepaid; (iv) if such prepayment occurs after June 29, 2009, but before June 29, 2010, one
percent (1.0%) of the principal amount of the Term Loan so prepaid; or (v) $0 if such
prepayment occurs on or after June 29, 2010.



PART III




CONDITIONS TO EFFECTIVENESS OF PART II




SUBPART 3.1. Third Amendment Effective Date. This Amendment shall be and become
effective as of the date hereof when all of the conditions set forth in this Part III shall have
been satisfied (the “Third Amendment Effective Date”) (it being understood and agreed that
the remainder of this Amendment shall be effective upon the execution and delivery hereof by the
parties hereto), and after the Third Amendment Effective Date this Amendment shall be known, and
may be referred to, as the “Third Amendment.”



SUBPART 3.2.  Execution of Counterparts of Documents. The Agent shall have received
fully executed counterparts of this Amendment.



SUBPART 3.3. Warrant Amendment. The Lender shall have received a fully executed copy
of an amendment to warrant in favor of Atalaya Funding LLC and its permitted successors and assigns
in form and substance acceptable to Lender (the “Amendment to Warrant”). Notwithstanding
Section 13(d) of the Existing Loan Agreement to the contrary, the Agent and Lender acknowledge and
consent to the execution and delivery of the Amendment to Warrant by the Borrower.



SUBPART 3.4. Fees and Expenses. Borrower shall have paid all fees and expenses
(including attorneys fees) of the Agent and the Lender in connection with this Amendment including
without limitation the expenses incurred in connection with the drafting, reviewing, execution and
delivery of this Amendment.



PART IV




MISCELLANEOUS




SUBPART 4.1. Cross-References. References in this Amendment to any Part or Subpart
are, unless otherwise specified, to such Part or Subpart of this Amendment.



SUBPART 4.2. References in Other Agreements. At such time as this Amendment shall
become effective pursuant to the terms of Subpart 3.1, all references in the Existing Loan
Agreement (including without limitation the Schedules thereto) to the “Agreement”, and all
references in the Other Agreements to the “Loan Agreement”, shall be deemed to refer to the Amended
Loan Agreement.



SUBPART 4.3.  Representations and Warranties of Borrower. Borrower hereby represents
and warrants that (a) the representations and warranties contained in Section 11 of the Existing
Loan Agreement (after giving effect to the amendments contained herein) are correct in all material
respects on and as of the date hereof as though made on and as of such date and (b) no Default or
Event of Default exists under the Existing Loan Agreement (after giving effect to the amendments
contained herein) on and as of the date hereof. Without limitation of the preceding sentence,
Borrower hereby expressly re-affirms the validity, effectiveness and enforceability of each Other
Agreement to which it is a party (in each case, as the same may be modified by the terms of this
Amendment).



SUBPART 4.4. Counterparts. This Amendment may be executed in any number of
counterparts each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.



SUBPART 4.5. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns.



Remainder of page intentionally blank. Signature page follows.






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Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and
delivered as of the date first above written.



	 	 	 
	BORROWER:	 	APAC CUSTOMER SERVICES, INC.
	
 
	 	By:/s/ George H. Hepburn
	
 
	 	 
	
 
	 	Title: /s/SVP and Chief Financial Officer
	
 
	 	 
	AGENT:

	 	ATALAYA ADMINISTRATIVE LLC,
	 

	 	

	as Agent

	 	

	
 
	 	By: /s/ Ivan Q. Zinn
	
 
	 	 
	
 
	 	Title:
	
 
	 	 
	LENDER:

	 	ATALAYA FUNDING II LP,
	 

	 	

	as a Lender

	 	

	
 
	 	By: /s/ Ivan Q. Zinn
	
 
	 	 
	
 
	 	Title:
	
 
	 	 







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