EX-4.1






AMENDMENT TO

WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF APAC CUSTOMER SERVICES, INC.




THIS AMENDMENT TO WARRANT TO PURCHASE SHARES OF COMMON STOCK OF APAC CUSTOMER SERVICES, INC
(this “Amendment”), is made and entered into as of this 29th day of February, 2008, by
and between APAC CUSTOMER SERVICES, INC., an Illinois corporation (the “Company”), and ATALAYA
FUNDING LLC (the “Holder”).



W I T N E S S E T H:




The Company has issued to the Holder a warrant, dated as of January 24, 2008, that entitles
the Holder to purchase shares of the Company’s common stock (the “Common Stock”) for cash on or
before January 24, 2013, on the terms and conditions set forth therein (the “Warrant”). The
Company and the Holder find it desirable to amend certain provisions of the Warrant for purposes of
clarifying the rights and obligations of the Company and the Holder under the Warrant. Capitalized
terms used herein, but not otherwise defined, shall have their respective meanings given to them in
the Warrant.



NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby agree as follows:



1. Exercise Price. The Exercise Price (subject to adjustment as set forth in the
Warrant) for the Warrant Stock shall be reduced from US$1.05 to US$0.90.



2. Exercise Price Adjustment.



(a) Subject to subparagraph (d) below, if at any time or from time to time prior to the
Expiration Date (i) the Company shall issue shares of Common Stock in any public or private
transaction or series of transactions, directly or indirectly (excluding, however, any direct or
indirect issuance made in connection with any incentive stock option plan or other equity incentive
or compensation program maintained by the Company from time to time) after the date hereof and
without consideration or for a consideration per share less than the Exercise Price in effect
immediately prior to the issuance of such Common Stock, or (ii) Theodore G. Schwartz, chairman of
the Company, shall, directly or indirectly after the date hereof dispose of shares of Common Stock
granted to him by the Company through any stock option or similar stock compensation plan without
consideration or for a consideration per share less than the Exercise Price in effect immediately
prior to the disposition of such Common Stock, then the Exercise Price in effect immediately after
each such issuance or disposition shall be decreased to be an amount equal to (1) the sum of (x)
the product derived by multiplying the Exercise Price in effect immediately prior to such issuance
or disposition by the number of shares of Common Stock outstanding, on a fully diluted basis,
immediately prior to such issuance or disposition, plus (y) the consideration, if any, received by
the Company upon such issuance or for the shares so disposed divided by (2) the number of shares of
Common Stock outstanding, on a fully diluted basis, after such issuance or disposition; provided,
however, that the Exercise Price shall never be less than the par value per share of Common Stock.



(b) For the purposes of any adjustment of the Exercise Price pursuant to this Section 2, the
following provisions shall be applicable:




	 	(i)	 	In the case of the issuance of Common Stock for cash, the
consideration shall be deemed to be the amount of cash paid therefor after
deducting therefrom any discounts, commissions or other similar expenses
allowed, paid or incurred by the Company for any underwriting in connection
with the issuance and sale thereof.






	 	(ii)	 	In the case of the issuance of Common Stock for a consideration
in whole or in part other than cash, the consideration other than cash shall be
deemed to be the fair market value thereof as determined by the Holder,
irrespective of any accounting treatment.





(c) Whenever the Exercise Price shall be adjusted as provided in this Section 2, subject to
receipt of any information or instructions necessary from the Holder, the Company shall forthwith
file in the custody of its Secretary or an Assistant Secretary at its principal office, 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.



(d) Notwithstanding any provision of this Amendment to the contrary, upon indefeasible payment
in cash in full of all obligations owing to one or more affiliates of the Holder pursuant to that
certain Second Lien Loan and Security Agreement dated as of January 31, 2007, as amended, the
provisions of this Section 2 shall terminate and be of no further force and effect; provided,
however, the Holder shall retain the benefit of any adjustments made to the Exercise Price pursuant
to this Amendment prior to such indefeasible payment in full.



3. Ratification. Except as specifically herein amended, all terms, provisions,
conditions and exhibits contained in the Warrant are hereby confirmed, ratified and restated and
shall remain unmodified and in full force and effect. In the event that any provision of this
First Amendment shall conflict with the terms, provisions, conditions, and exhibits of the Warrant,
the terms, provisions, conditions and exhibits of this First Amendment shall govern and control.
Except as amended expressly or by necessary implication by this Amendment, the Warrant shall remain
in full force and effect.



4. Applicable Law. This First Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.



5. Counterparts. This First Amendment may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



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IN WITNESS WHEREOF, the Company and Holder have caused this Amendment to Warrant to be
executed and delivered by their respective authorized officers.



	 	 	 	 	 
	APAC CUSTOMER SERVICES, INC.
	 	 
	By:

	 	/s/ George H. Hepburn
	 	

	
 
	 	 
	 	 






Title: _/s/ SVP and Chief Financial Officer




ATALAYA FUNDING LLC




By: /s/ Ivan Q. Zinn

Title:





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