(c)
Lack of Reliance on Agent.
(d)
Certain Rights of Agent.
(e)
Reliance by Agent.
(f)
Indemnification of Agent.
(g)
Agent in its Individual Capacity.
(h)
Holders of Notes.
(i)
Successor Agent.
(j)
Collateral Matters.
(k)
Actions with Respect to Defaults.
(l)
Delivery of Information.
(m)
Demand.
(n)
Notice of Default.
(o)
Intercreditor Agreement.
20.
ASSIGNABILITY.
21.
AMENDMENTS, ETC.
22.
NONLIABILITY OF AGENT AND LENDERS.
23.
INDEMNIFICATION.
24.
NOTICE.
25.
CHOICE OF GOVERNING LAW; CONSTRUCTION; FORUM SELECTION.
26.
HEADINGS OF SUBDIVISIONS.
27.
POWER OF ATTORNEY.
28.
CONFIDENTIALITY.
29.
COUNTERPARTS.
30.
ELECTRONIC SUBMISSIONS.
31.
WAIVER OF JURY TRIAL; OTHER WAIVERS.
32.
EFFECT OF AMENDMENT AND RESTATEMENT
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
EXHIBIT F - FORM OF BORROWING BASE CERTIFICATE
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
2
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDED AND RESTATED 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"), 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, Agent and the Lenders are party to that certain Loan and
Security Agreement, dated as of June 2, 2005 (as amended or otherwise modified
prior to October 31, 2005, but without giving effect to the Restated Loan
Agreement (as defined below), the "Original Loan Agreement"), pursuant to which,
among other things, the Lenders made available to Borrower, Revolving Loans (as
defined in the Original Loan Agreement); and
WHEREAS, the parties to the Original Loan Agreement amended and restated the
Original Loan Agreement pursuant to the terms and provisions of that certain
Amended and Restated Loan and Security Agreement, dated as of October 31, 2005
(as amended or otherwise modified prior to the date hereof, but without giving
effect to this Agreement, the "First Restated Loan Agreement"), pursuant to
which, among other things, the Lenders made available to Borrower Revolving
Loans (as defined in the First Restated Loan Agreement and herein after referred
to as the "First Restated Revolving Loans"); and
WHEREAS, the parties to the First Restated Loan Agreement desire to amend and
restate the First Restated Loan Agreement subject to the terms and conditions
set forth herein, to, among other things, (i) restructure the terms of the
credit facilities