LOAN AND SECURITY AGREEMENT
by and among
LASALLE BANK NATIONAL ASSOCIATION, as Agent
THE FINANCIAL INSTITUTIONS FROM TIME TO TIME
A PARTY HERETO, as Lenders
and
APAC CUSTOMER SERVICES, INC., as Borrower
DATED AS OF JUNE 2, 2005
1
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
EXHIBIT F - FORM OF BORROWING BASE CERTIFICATE
SCHEDULE 1-A - EXISTING LETTERS OF CREDIT
SCHEDULE 1-B - PERMITTED INVESTMENTS
SCHEDULE 1-C - 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
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT (as amended, modified or supplemented from time
to time, this "Agreement") made this 2nd day of June, 2005 by and among LASALLE
BANK NATIONAL ASSOCIATION (in its individual capacity, "LaSalle"), as agent (in
such capacity as agent, "Agent") for itself and all other lenders from time to
time a party hereto ("Lenders"), 135 South LaSalle Street, Chicago, Illinois
60603-4105, all other Lenders and APAC CUSTOMER SERVICES, INC., an Illinois
corporation, having its principal place of business at Six Parkway North Center,
Deerfield, Illinois 60015 ("Borrower").
W I T N E S S E T H:
WHEREAS, Borrower may, from time to time, request Revolving Loans from Agent and
Lenders, and the parties wish to provide for the terms and conditions upon which
such Revolving Loans or other financial accommodations, if made by Agent and
Lenders, shall be made;
NOW, THEREFORE, in consideration of any Revolving Loan (including any Revolving
Loan by renewal or extension) hereafter made to Borrower by Agent and/or
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.
"Affiliate" shall mean any Person (other than an individual) (i) which directly
or indirectly through one or more intermediaries controls, is controlled by, or
is under common control with, Borrower, (ii) which beneficially owns or holds
fifteen percent (15%) or more of the voting control or equity interests of
Borrower, or (iii) fifteen percent (15%) or more of the voting control or equity
interests of which is beneficially owned or held by Borrower.
"Assignment and Acceptance" shall have the meaning in Section 20 hereof.
"Billed Eligible Accounts" shall mean an Eligible Account evidenced by an
invoice rendered to the Account Debtor thereunder, due and payable