INSOLVENCY OR OTHER LAWS RELATED TO ENFORCEMENT OF CREDITOR'S RIGHTS
GENERALLY AND GENERAL PRINCIPALS 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 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 PRECEDENT.
THE EFFECTIVENESS OF THIS AMENDMENT IS
SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITION PRECEDENT:
(A)
AGENT SHALL HAVE RECEIVED THIS AMENDMENT EXECUTED BY BORROWER,
AGENT AND LASALLE BANK NATIONAL ASSOCIATION;
(B)
AGENT SHALL HAVE RECEIVED THE CONSENT AND REAFFIRMATION EXECUTED
BY EACH OBLIGOR (OTHER THAN THE BORROWER); AND
(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.
4.
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.
5.
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.
6.
RATIFICATION.
EXCEPT AS EXPRESSLY WAIVED AND MODIFIED HEREBY,
THE AMENDED AND RESTATED LOAN AGREEMENT AND THE OTHER AGREEMENTS ARE 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 PROVIDE THE WAIVERS
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HEREIN AND 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 AMENDED AND RESTATED LOAN AGREEMENT (AS MODIFIED HEREBY) IN THE FUTURE.
7.
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.
[Remainder of page intentionally left blank, signatures to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed under seal and delivered by their respective duly authorized officers
on the date first written above.
LASALLE BANK NATIONAL
ASSOCIATION, as Agent and a Lender
By
/s/ Andrew J. Heinz
Its
First Vice President
APAC CUSTOMER SERVICES, INC.,
as Borrower
By
/s/ George H. Hepburn III
Its
Senior Vice President and