Exhibit 10.1
AMENDED AND RESTATED 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 OCTOBER 31, 2005
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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
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
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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified or
supplemented from time to time, this "Agreement") made this 31st day of October,
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, 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 the date hereof, but without giving effect to this Agreement, the
"Original Loan Agreement"), pursuant to which, among other things, the Lenders
made available to Borrower, Revolving Loans (as defined in the Original Credit
Agreement and hereinafter referred to as the "Original Revolving Loans"); and
WHEREAS, the parties to the Original Loan Agreement desire to amend and restate
the Original Loan Agreement subject to the terms and conditions set forth
herein, to, among other things, (i) restructure the terms of the credit
facilities provided for under the Original Loan Agreement and (ii) allow for the
Borrower to, from time to time, request Revolving Loans or other financial
accommodations from Agent and Lenders pursuant to the terms and conditions set
forth herein;
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