EX-10.1






AMENDMENT NO. 3 TO




SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




This AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Amendment”) is dated as of February 29, 2008, and 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 Second Amended and Restated Loan Agreement (as defined below) and APAC
CUSTOMER SERVICES, INC., an Illinois corporation (“Borrower”).



Preliminary Statements




Agent and Borrower are party to that certain Second Amended and Restated Loan and Security
Agreement dated as of January 31, 2007 (as amended, restated, supplemented or otherwise modified
from time to time, the “Second Amended and Restated Loan Agreement”). Capitalized terms used but
not defined in this Amendment shall have the meanings ascribed to such terms in the Second Amended
and Restated Loan Agreement.



Borrower has requested, among other things, that Agent and the sole existing Lender amend the
Second Amended and Restated Loan Agreement in certain respects, as specified herein, and Agent and
the sole existing Lender are 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. Amendments to Second Amended and Restated Loan Agreement. In reliance on the
representations and warranties set forth in Section 2 below and subject to the satisfaction of the
conditions set forth in Section 3 below, the Second Amended and Restated Loan Agreement is hereby
amended as follows:



(a) The definition of “EBITDA” contained in Section 1 of the Second Amended and Restated Loan
Agreement is hereby amended and restated 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.”



(b) Clause (xiii) of the definition of “Eligible Account” contained in Section 1 of the Second
Amended and Restated Loan Agreement is hereby amended and restated as follows: “(xiii) it is not
an Account which, when added to a particular Account Debtor’s other Accounts owed to Borrower,
exceeds twenty percent (20%) (or thirty percent (30%) with respect to Verizon or any of its
Affiliates and twenty-five percent (25%) with respect to either Wellpoint, Inc. or UPS or any of
their Affiliates) of all Accounts of Borrower or a credit limit determined by Agent (any changes to
which Agent will provide notice to Borrower) in its sole discretion, determined in good faith for
that Account Debtor (except that Accounts excluded from Eligible Accounts solely by reason of this
clause (xiii) shall be excluded only to the extent of such excess); and”.



2. Representations and Warranties. To induce Agent and the sole existing Lender to
execute and deliver this Amendment, Borrower hereby represents and warrants to Agent and Lenders as
follows:



(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 case, which contravention or conflict could
reasonably be expected to have a Material Adverse Effect on Borrower;



(b) Each of the Second 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 principles 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 Second 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 to Effectiveness. The effectiveness of this Amendment is subject to the
prior or concurrent consummation of each of the following conditions:



(a) Agent shall have received a fully executed copy of this Amendment, together with a master
reaffirmation of the Other Agreements executed by the Obligors (other than Borrower) in form and
content acceptable to Agent;



(b) Agent shall have received a fully executed copy of an amendment to the Second Lien Loan
Agreement substantially in the form of Exhibit A hereto;



(c) 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; and



(d) no Default or Event of Default shall have occurred and be continuing or shall be caused by
the transactions contemplated by this Amendment.



4. Miscellaneous.



(a) 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.



(b) 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.



(c) Ratification. Except as expressly waived and modified hereby, the Second Amended
and Restated Loan Agreement and the Other Agreements 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 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 Second
Amended and Restated Loan Agreement (as modified hereby) in the future.



(d) 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.



(e) 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.



[Signature Page Follows]




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
and delivered by their duly authorized officers as of the day and year first above written.



	 
	LASALLE BANK NATIONAL ASSOCIATION, as Agent and the sole existing Lender

By /s/ Andy Heinz

	 

	Its First Vice President

	 







	 
	APAC CUSTOMER SERVICES, INC.,
	as Borrower
	By /s/ George H. Hepburn
	Its SVP and Chief Financial Officer





EXHIBIT A





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