EXHIBIT 10.2
THE TERMS AND PROVISIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE
LIENS AND SECURITY INTERESTS GRANTED HEREIN, ARE SUBJECT TO THE TERMS OF THAT
CERTAIN INTERCREDITOR AGREEMENT DATED AS OF JANUARY 31, 2007 BETWEEN LASALLE
BANK NATIONAL ASSOCIATION, AS FIRST LIEN AGENT, AND LASALLE BANK NATIONAL
ASSOCIATION, AS SECOND LIEN AGENT (AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO
TIME, THE "INTERCREDITOR AGREEMENT"). EACH PARTY TO THIS AGREEMENT IRREVOCABLY
AGREES TO BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.
SECOND LIEN LOAN AND SECURITY AGREEMENT
by and among
LASALLE BANK NATIONAL ASSOCIATION, as Agent,
LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent,
THE FINANCIAL INSTITUTIONS FROM TIME TO TIME
A PARTY HERETO, as Lenders
and
APAC CUSTOMER SERVICES, INC., as Borrower
DATED AS OF JANUARY 31, 2007
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TABLE OF CONTENTS
Page
EXHIBIT A - BUSINESS AND COLLATERAL LOCATIONS
EXHIBIT B - COMPLIANCE CERTIFICATE
EXHIBIT C - COMMERCIAL TORT CLAIMS
EXHIBIT D - FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT E - FORM OF PROMISSORY NOTE
SCHEDULE 1-A - PERMITTED INVESTMENTS
SCHEDULE 1-B - PERMITTED LIENS
SCHEDULE 11(g) - LITIGATION
SCHEDULE 11(i) - AFFILIATE TRANSACTIONS
SCHEDULE 11(j) - NAMES & TRADE NAMES
SCHEDULE 11(n) - INDEBTEDNESS
SCHEDULE 11(p)-A - PARENT AND SUBSIDIARIES
SCHEDULE 11(p)-B - AFFILIATES
SCHEDULE 11(q) - DEFAULTS
SCHEDULE 17(a) - CLOSING DOCUMENT CHECKLIST
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SECOND LIEN LOAN AND SECURITY AGREEMENT
THIS SECOND LIEN LOAN AND SECURITY AGREEMENT (as amended, modified or
supplemented from time to time, this "Agreement") made this 31st day of January,
2007 by and among LASALLE BANK NATIONAL ASSOCIATION, in its capacity as Agent as
specified herein ("Agent") for itself and all other lenders from time to time a
party hereto ("Lenders"), LASALLE BANK NATIONAL ASSOCIATION, in its capacity as
Administrative Agent as specified herein, all other Lenders and APAC CUSTOMER
SERVICES, INC., an Illinois corporation, having its principal place of business
at Six Parkway North, Deerfield, Illinois 60015 ("Borrower").
W I T N E S S E T H:
WHEREAS, Borrower has requested that Lenders make a certain term loan available
to Borrower, and the parties hereto wish to provide for the terms and conditions
upon which such term loan shall be made;
NOW, THEREFORE, in consideration of any loans made to Borrower by Lenders, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by Borrower, the parties agree as follows:
1. DEFINITIONS.
"Account", "Account Debtor", "Chattel Paper", "Commercial Tort Claims", "Deposit
Accounts", "Documents", "Electronic Chattel Paper", "Equipment", "Fixtures",
"General Intangibles", "Goods", "Instruments", "Inventory", "Investment
Property", "Letter-of-Credit Right", "Proceeds" and "Tangible Chattel Paper"
shall have the respective meanings assigned to such terms in the Illinois
Uniform Commercial Code, as the same may be in effect from time to time.
"Administrative Agent" shall mean LaSalle Bank National Association, acting in
its capacity as Administrative Agent hereunder (and not in its capacity as a
Lender), and any Person succeeding to LaSalle Bank National Association in such
capacity, in accordance with the terms and provisions hereof.
"Affiliate"