APAC CUSTOMER SERVICE INC
EX-10.1
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<TYPE>EX-10.1
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<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.1
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>EXHIBIT 10.1</B></FONT>



<P align="center" style="font-size: 12pt"><B>AMENDMENT NO.&nbsp; 4 TO<BR>
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT</B>



<P align="left" style="font-size: 12pt; text-indent: 8%">This Amendment No.&nbsp; 4 to Amended and Restated Loan and Security Agreement (this &#147;<B>Amendment</B>&#148;)
is effective as of October&nbsp;1, 2006, is by and among LASALLE BANK NATIONAL ASSOCIATION, for itself
as a lender, and as Agent (&#147;<B>Agent</B>&#148;) for the lenders (&#147;<B>Lenders</B>&#148;) from time to time party to the
Amended and Restated Loan Agreement (as defined below) and <B>APAC CUSTOMER SERVICES, INC</B>.
(&#147;Borrower&#148;).


<P align="center" style="font-size: 12pt"><B>Preliminary Statements</B>



<P align="left" style="font-size: 12pt; text-indent: 8%">Agent and Borrower are party to that certain Amended and Restated Loan and Security Agreement
dated as of October&nbsp;31, 2005 (as amended, restated, supplemented or otherwise modified from time to
time, the (&#147;<B>Amended and Restated Loan Agreement</B>&#148;). Capitalized terms used but not defined in this
Amendment shall have the meanings ascribed to such terms in the Amended and Restated Loan
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">Borrower has requested, among other things, that Agent amend the Amended and Restated Loan
Agreement to (i)&nbsp;provide for changes to the definitions of Capital Expenditures, EBITDA and Special
Litigation Reserve pursuant to Section&nbsp;1, (ii)&nbsp;amend the Tangible Net Worth covenant pursuant to
Section&nbsp;14(a), the Maximum Cash Restructuring Charge covenant pursuant to Section&nbsp;14(e), and the
Fixed Charge Coverage covenant pursuant to Section 14(f) and (iii)&nbsp;eliminate the Interest Coverage
covenant pursuant to Section&nbsp;14(b), the Minimum Free Cash Flow covenant pursuant to Section 14(c)
and the Excess Availability covenant pursuant to Section&nbsp;14(d), all as set forth herein and Agent
is willing to do so on the terms and subject to the conditions set forth herein.


<P align="left" style="font-size: 12pt; text-indent: 8%">NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and
agreements set forth herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%">1.&nbsp;<U>Amendment to Amended and Restated Loan Agreement</U>. In reliance on the
representations and warranties set forth in Section&nbsp;2 below and subject to the satisfaction of the
conditions set forth in Section&nbsp;3 below, the Amended and Restated Loan Agreement is hereby amended
as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(a)&nbsp;</B>The definitions of &#147;<B>Capital Expenditures</B>&#148;, &#147;<B>EBITDA</B>&#148; and &#147;<B>Special Litigation Reserve</B>&#148; in
Section&nbsp;1 of the Amended and Restated Loan Agreement are hereby amended and restated in their
entirety, as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<B>Capital Expenditures</B>&#148; shall mean with respect to any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities and including expenditures for
capitalized lease obligations) by Borrower and its Subsidiaries during such period that are
required by generally accepted accounting principles, consistently applied, to be included in or
reflected by the property, plant and equipment or similar fixed asset accounts (or intangible
accounts subject to amortization) on the balance sheet of Borrower and its Subsidiaries less the
amount of net cash proceeds received from the sale of such property, plant and equipment or similar
fixed asset that have been applied against the Revolving Loans of Borrower during such period.


<P align="left" style="font-size: 12pt; text-indent: 8%">"<B>EBITDA</B>&#148; shall mean, with respect to any period, Borrower&#146;s and its Subsidiaries&#146; net income
for such period, plus the sum (without duplication) of all amounts deducted in arriving at such net
income amount in respect of (i)&nbsp;interest expense for such period, (ii)&nbsp;federal, state and local
income taxes for such period, (iii)&nbsp;all amounts properly charged for depreciation of fixed assets
and amortization of intangible assets (including, without limitation, goodwill, deferred expenses
and organization costs) for such period, (iv)&nbsp; non-cash restructuring charges and non-cash asset
impairment charges incurred during the period from July&nbsp;1, 2005 through December&nbsp;31, 2006 and not
to exceed $5,000,000 in connection with the Restructuring, (v)&nbsp;cash restructuring charges incurred
during such period in connection with the Restructuring Plan, not to exceed $9,000,000 from July&nbsp;1,
2005 through June&nbsp;30, 2006, (vi)&nbsp;the write down of goodwill in the quarter ending September&nbsp;30,
2005 in an amount not to exceed $11,000,000; (vii)&nbsp;with respect to periods beginning after June&nbsp;30,
2006, cash and non-cash restructuring charges and non-cash asset impairment charges incurred during
the period and not to exceed (A) $2,100,000 for the six&nbsp;(6) month period from July&nbsp;1, 2006 through
the end of Borrower&#146;s Fiscal Year ending on or about December&nbsp;31, 2006 and (B) $2,500,000 in any
Fiscal Year thereafter, and (viii)&nbsp;non-cash charges related to the expensing of options for
Borrower&#146;s common stock, all on a consolidated basis.


<P align="left" style="font-size: 12pt; text-indent: 8%">"<B>Special Litigation Reserve</B>&#148; shall mean a reserve established by Agent on June&nbsp;30, 2006 equal
to $1,000,000.00 which was subsequently increased to $1,600,000.00 as of October&nbsp;1, 2006, which
reserve shall be increased to $2,800,000 on December&nbsp;31, 2006 and, which reserve shall be
subsequently increased on the last Business Day of each calendar month thereafter by (i) $150,000
for each calendar month from January, 2007 through December, 2007, and (ii) $125,000 for each
calendar month from January&nbsp;2008 through the earlier to occur of (A)&nbsp;December&nbsp;2008 and (B)&nbsp;the
termination of this Agreement pursuant to Section&nbsp;10, provided that such reserve may be adjusted by
Agent from time to time, in its sole discretion, determined in good faith, and may be eliminated if
Borrower and Agent agree.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(b)&nbsp;</B>Section&nbsp;2(a) of the Amended and Restated Loan Agreement is hereby amended and restated in
its entirety, as follows:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>2.&nbsp;</B><U><B>LOANS</B></U><B>.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(a)&nbsp;</B><U><B>Revolving Loans</B></U><B>.</B>


<P align="left" style="font-size: 12pt; text-indent: 8%">Immediately prior to the effectiveness of this Agreement, as of the date thereof, the
outstanding principal balance of the Original Revolving Loans was $9,407,249.59 (the &#147;<B>Outstanding
Original Revolving Loan Balance</B>&#148;). On the date thereof, the Outstanding Original Revolving Loan
Balance remained an outstanding Liability except to the extent that such Outstanding Original
Revolving Loan Balance was repaid on the date thereof. Subject to the terms and conditions of this
Agreement and the Other Agreements to which an Obligor is a party, during the Original Term and any
Renewal Term, so long as no Event of Default has occurred and is continuing, each Lender, severally
and not jointly, agrees to make its Pro Rata Share of revolving loans and advances (the &#147;<B>Revolving
Loans</B>&#148;) requested by Borrower up to such Lender&#146;s Revolving Loan Commitment so long as after giving
effect to such Revolving Loans, the sum of the aggregate unpaid principal balance of the Revolving
Loans and the Letter of Credit Obligations does not exceed the sum of the following sublimits (the
"<B>Revolving Loan Limit</B>&#148;):



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(i)&nbsp;eighty-five percent (85%) of the face amount (less maximum discounts, credits and
allowances which may be taken by or granted to Account Debtors in connection therewith in
the ordinary course of Borrower&#146;s business) of Borrower&#146;s Billed Eligible Accounts; plus



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(ii) (A)&nbsp;eighty-five percent (85%) of the face amount (less maximum discounts, credits
and allowances which may be taken by or granted to Account Debtors in connection therewith
in the ordinary course of Borrower&#146;s business) of Borrower&#146;s Unbilled Eligible Accounts or
(B)&nbsp;Seventeen Million and No/100 Dollars ($17,000,000), whichever is less; <U>minus</U>



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(iii)&nbsp;such reserves as Agent elects, in its sole discretion, determined in good faith,
to establish from time to time (which amount shall include the Special Litigation Reserve
and an amount reflecting unpaid payroll including payroll taxes which amount shall initially
be $7,000,000);


<P align="left" style="font-size: 12pt">provided, that&nbsp;the Revolving Loan Limit shall in no event exceed, as of any date, Twenty-Seven
Million Five Hundred Thousand and No/100 Dollars ($27,500,000) (such amount from time to time in
effect, the &#147;<B>Maximum Revolving Loan Limit</B>&#148;); provided, further, that the Revolving Loan Limit shall
be determined by reference to the most current borrowing base certificate delivered pursuant to
<U>Section&nbsp;9(a)</U> and such determination shall remain in effect until delivery of the next
borrowing base certificate unless the Revolving Loan Limit is otherwise adjusted by Agent in its
sole credit judgment determined in good faith as a result of Billed Eligible Accounts or Unbilled
Eligible Accounts becoming ineligible prior to the delivery of the next borrowing base certificate
or the establishment by Agent in its sole discretion, determined in good faith, of any reserves.
Agent shall provide prompt notice to Borrower when (i)&nbsp;any adjustment of the Revolving Loan Limit
prior to the delivery of a borrowing base certificate pursuant to Section 9(a) is made and (ii)
establishing any reserves.


<P align="left" style="font-size: 12pt; text-indent: 8%">The aggregate unpaid principal balance of the Revolving Loans shall not at any time exceed the
lesser of the (i)&nbsp;Revolving Loan Limit minus the Letter of Credit Obligations and (ii)&nbsp;the Maximum
Revolving Loan Limit minus the Letter of Credit Obligations. If at any time the outstanding
Revolving Loans exceeds either the Revolving Loan Limit or the Maximum Revolving Loan Limit, in
each case minus the Letter of Credit Obligations, or any portion of the Revolving Loans and Letter
of Credit Obligations exceeds any applicable sublimit within the Revolving Loan Limit, Borrower
shall immediately, and without the necessity of demand by Agent, pay to Agent such amount as may be
necessary to eliminate such excess and Agent shall apply such payment to the outstanding Prime Rate
Loans until such Revolving Loans are paid in full and then to the outstanding LIBOR Rate Loans.


<P align="left" style="font-size: 12pt; text-indent: 8%">Neither Agent nor any Lender shall be responsible for any failure by any other Lender to
perform its obligations to make Revolving Loans hereunder, and the failure of any Lender to make
its Pro Rata Share of any Revolving Loan hereunder shall not relieve any other Lender of its
obligation, if any, to make its Pro Rata Share of any Revolving Loans hereunder.


<P align="left" style="font-size: 12pt; text-indent: 8%">If Borrower makes a request for a Revolving Loan as provided herein Agent, at its option and
in its sole discretion, shall do either of the following:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(i)&nbsp;advance the amount of the proposed Revolving Loan to Borrower disproportionately (a
&#147;<B>Disproportionate Advance</B>&#148;) out of Agent&#146;s own funds on behalf of Lenders, which advance
shall be on the same day as Borrower&#146;s request therefor with respect to Prime Rate Loans if
Borrower notifies Agent of such request by 1:00 P.M. (Chicago time) on such day, and request
settlement in accordance with <U>Section&nbsp;18</U> hereof such that upon such settlement each
Lender&#146;s share of the outstanding Revolving Loans (including, without limitation, the amount
of any Disproportionate Advance) equals its Pro Rata Share; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(ii)&nbsp;Notify each Lender by telecopy, electronic mail or other similar form of
teletransmission of the proposed advance on the same day Agent is notified or deemed
notified by Borrower of Borrower&#146;s request for an advance pursuant to this <U>subsection
2(a)</U>. Each Lender shall remit, to the demand deposit account designated by Borrower
(i)&nbsp;with respect to Prime Rate Loans, at or prior to 3:00 P.M., Chicago time, on the date of
notification, if such notification is made before 1:00 P.M., Chicago time, or 10:00&nbsp;A.M.,
Chicago time, on the Business Day immediately succeeding the date of such notification, if
such notification is made after 1:00 P.M., Chicago time, and (ii)&nbsp;with respect to LIBOR Rate
Loans, at or prior to 10:30&nbsp;A.M., Chicago time, on the date such LIBOR Rate Loans are to be
advanced, immediately available funds in an amount equal to such Lender&#146;s Pro Rata Share of
such proposed advance.


<P align="left" style="font-size: 12pt">If and to the extent that a Lender does not settle with Agent as required under this Agreement (a
"<B>Defaulting Lender</B>&#148;) Borrower and Defaulting Lender severally agree to repay to Agent forthwith on
demand such amount required to be paid by such Defaulting Lender to Agent, together with interest
thereon, for each day from the date such amount is made available to Borrower until the date such
amount is repaid to Agent (x)&nbsp;in the case of a Defaulting Lender at the rate published by the
Federal Reserve Bank of New York on the next succeeding Business Day as the &#147;Federal Funds Rate&#148; or
if no such rate is published for any Business Day, at the average rate quoted for such day for such
transactions from three (3)&nbsp;federal funds brokers of recognized standing selected by Agent, and
(y)&nbsp;in the case of Borrower, at the interest rate applicable at such time for such Revolving Loans;
provided, that Borrower&#146;s obligation to repay such advance to Agent shall not relieve such
Defaulting Lender of its liability to Agent for failure to settle as provided in this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">Borrower hereby authorizes Agent, in its sole discretion determined in good faith, to charge
any of Borrower&#146;s accounts or advance Revolving Loans to make any payments of principal, interest,
fees, reasonable and documented costs or reasonable and documented expenses required to be made
under this Agreement or the Other Agreements.


<P align="left" style="font-size: 12pt; text-indent: 8%">A request for a Revolving Loan shall be made or shall be deemed to be made, each in the
following manner: Borrower shall give Agent same day notice, no later than 1:00 P.M. (Chicago
time) on such day, of its request for a Revolving Loan as a Prime Rate Loan, and at least three (3)
Business Days prior notice of its request for a Revolving Loan as a LIBOR Rate Loan, in which
notice Borrower shall specify the amount of the proposed borrowing, the applicable Interest Period
for LIBOR Rate Loans, and the proposed borrowing date; provided, however, that no such request may
be made at a time when there exists an Event of Default or an event which, with the passage of time
or giving of notice, will become an Event of Default. In the event that Borrower maintains a
controlled disbursement account at LaSalle, each check presented for payment against such
controlled disbursement account and any other charge or request for payment against such controlled
disbursement account shall constitute, to the extent there are insufficient funds in such
controlled disbursement account to make such payment, a request for a Revolving Loan as a Prime
Rate Loan in an amount equal to any such insufficient funds. As an accommodation to Borrower,
Agent may permit telephone requests for Revolving Loans and electronic transmittal of instructions,
authorizations, agreements or reports to Agent by Borrower. Unless Borrower specifically directs
Agent in writing not to accept or act upon telephonic or electronic communications from Borrower,
Agent shall have no liability to Borrower for any loss or damage suffered by Borrower as a result
of Agent&#146;s honoring of any requests, execution of any instructions, authorizations or agreements or
reliance on any reports communicated to it telephonically or electronically and purporting to have
been sent to Agent by Borrower and Agent shall have no duty to verify the origin of any such
communication or the authority of the Person sending it, except, in each case, to the extent Agent
is grossly negligent or commits willful misconduct.


<P align="left" style="font-size: 12pt; text-indent: 8%">Borrower hereby irrevocably authorizes Agent to disburse the proceeds of each Revolving Loan
requested by Borrower, or deemed to be requested by Borrower, as follows: the proceeds of each
Revolving Loan requested under <U>subsection 2(a)</U> shall be disbursed by Agent in lawful money
of the United States of America in immediately available funds, in the case of the initial
borrowing, in accordance with the terms of the written disbursement letter from Borrower, and in
the case of each subsequent borrowing, by wire transfer, book transfer or Automated Clearing House
(ACH)&nbsp;transfer to such bank account as may be agreed upon by Borrower and Agent from time to time,
or elsewhere if pursuant to a written direction from Borrower.

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.

<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(c)&nbsp;</B>Section&nbsp;14 of the Amended and Restated Loan Agreement is hereby amended and restated in
its entirety, as follows:


<P align="left" style="font-size: 12pt; text-indent: 12%">14.&nbsp;Until payment and satisfaction in full of all Liabilities and the termination of this
Agreement, unless Borrower obtains Requisite Lenders&#146; prior written consent waiving or modifying
any of Borrower&#146;s financial covenants hereunder in any specific instance, Borrower shall maintain
and keep in full force and effect each of the financial covenants set forth below:


<P align="left" style="font-size: 12pt; text-indent: 12%"><B>(a)&nbsp;</B><U><B>Tangible Net Worth</B></U><B>.</B>



<P align="left" style="margin-left:8%; font-size: 12pt">Borrower&#146;s Tangible Net Worth shall not as of the last day of each fiscal quarter of
Borrower be less than the Minimum Tangible Net Worth; &#147;<B>Minimum Tangible Net Worth</B>&#148;
being defined for purposes of this subsection as (i) $6,500,000 at all times from
the date hereof through December&nbsp;31, 2005, (ii) $6,000,000 at all times from January
1, 2006 through June&nbsp;30, 2006, (iii)&nbsp;$6,750,000 at all times from July&nbsp;1, 2006
through September&nbsp;30, 2006, (iv)&nbsp;$7,750,000 at all times from October&nbsp;1, 2006
through December&nbsp;31, 2006, and (v)&nbsp;thereafter, for each other fiscal quarter of
Borrower, the Minimum Tangible Net Worth during the immediately preceding fiscal
quarter of Borrower plus fifty percent (50%) of Borrower&#146;s positive net income for
such fiscal quarter as reflected on Borrower&#146;s financial statements delivered
pursuant to <U>subsection 9(c)</U> for such fiscal quarter; and &#147;<B>Tangible Net
Worth</B>&#148; being defined for purposes of this subsection as of any particular date, the
difference between (a)&nbsp;total shareholders equity, minus (b)&nbsp;the value of Borrower&#146;s
unamortized debt discount and expense, prepaid expenses, deposits, unamortized
deferred charges (including deferred income tax assets with a maximum limit of up to
Twelve Million and No/100 Dollars ($12,000,000.00)), goodwill, organization costs,
noncompetition agreements, patents, copyrights, trademarks and other intangible
items, all as determined in accordance with generally accepted accounting principles
applied on a basis consistent with the financial statement dated August&nbsp;27, 2006
except as set forth herein.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%"><B>(b) </B><U><B>Maximum Cash Restructuring Charge</B></U><B>.</B>



<P align="left" style="margin-left:8%; font-size: 12pt">Borrower shall not incur cash restructuring charges in excess of (i) $5,000,000 in
the aggregate in connection with the Restructuring Plan during the period between
January&nbsp;1, 2006 and December&nbsp;31, 2006, (ii) $2,500,000 in the aggregate during the
period between January&nbsp;1, 2007 and December&nbsp;31, 2007, and (iii) $2,500,000 in the
aggregate during the period between January&nbsp;1, 2008 and December&nbsp;31, 2008.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%"><B>(c) </B><U><B>Fixed Charge Coverage</B></U>.



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 5%">Borrower shall not permit the ratio of its EBITDA to Fixed Charges for each
period set forth below to be less than the amount set forth for such period:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="16%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="79%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Ratio</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">.40 : 1.00
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">For the trailing 9&nbsp;months ending September&nbsp;2006</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">.55 : 1.00
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">For the trailing 12&nbsp;months ending December&nbsp;2006</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">.65 : 1.00
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">For the trailing 12&nbsp;months ending March&nbsp;2007</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">.75 : 1.00
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">For the trailing 12&nbsp;months ending June&nbsp;2007</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">.85 : 1.00
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">For the trailing 12&nbsp;months ending September&nbsp;2007</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1.00 : 1.00
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">For the trailing 12&nbsp;months ending December&nbsp;2007 and for<BR>
the trailing 12&nbsp;months periods ending on the last day of<BR>
each fiscal quarter thereafter</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt; text-indent: 8%">2.&nbsp;<U>Representations and Warranties of Borrower</U>. Borrower represents and warrants that,
as of the date hereof:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(a)&nbsp;</B>The execution, delivery and performance by Borrower of this Amendment, are within the
organizational power of Borrower, have been duly authorized by all necessary action, have received
all necessary governmental approval (if any shall be required), other than approvals which could
not reasonably be expected to have a Material Adverse Effect on Borrower, and do not and will not
contravene or conflict with any provision of law applicable to Borrower, the articles of
incorporation, by-laws or any other organizational document of Borrower, any order, judgment or
decree of any court or governmental agency, or any agreement, instrument or document binding upon
Borrower or any property of Borrower, in each case, which contravention or conflict could
reasonably be expected to have a Material Adverse Effect on Borrower;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(b)&nbsp;</B>Each of the Amended and Restated Loan Agreement, as amended by this Amendment and the
Other Agreements to which Borrower is a party are the legal, valid and binding obligations of
Borrower, enforceable against Borrower in accordance with their respective terms, except as limited
by applicable bankruptcy, insolvency or other laws related to enforcement of creditor&#146;s rights
generally and general principles of equity related to enforcement;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(c)&nbsp;</B>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


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(d)&nbsp;</B>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).


<P align="left" style="font-size: 12pt; text-indent: 8%">3.&nbsp;<U>Conditions Precedent</U>. The effectiveness of this Amendment is subject to the
satisfaction of the following condition precedent:


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(a)&nbsp;</B>Agent shall have received this Amendment executed by Borrower, Agent and LaSalle Bank
National Association;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(b)&nbsp;</B>Agent shall have received the Consent and Reaffirmation executed by each Obligor (other
than the Borrower);


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(c)&nbsp;</B>Borrower shall pay to Agent a one-time amendment fee of Twenty-Five Thousand and No/100
Dollars ($25,000.00) which fee shall be fully earned and payable on the date this Amendment is
executed by Agent;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(d)&nbsp;</B>Borrower shall pay to Agent a one time line increase fee of Twelve Thousand Five Hundred
and No/100 Dollars ($12,500.00), which fee shall be fully earned by Lender and payable on the date
this Amendment is executed by Agent;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(e)&nbsp;</B>Borrower shall have paid a legal fee of One Thousand and No/100 ($1,000.00) for Agent&#146;s
internal legal costs to prepare this Amendment; and


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>(f)&nbsp;</B>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&#146;s execution hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%">4.&nbsp;<U>No Novation</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">5.&nbsp;<U>Severability</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 8%">6.&nbsp;<U>Ratification</U>. Except as expressly waived and modified hereby, the Amended and
Restated Loan Agreement and the Other Agreements 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 herein and agree to the amendments herein
shall not be deemed to indicate or require Agent&#146;s or Lenders&#146; willingness to agree to any
deviation from the terms of the Amended and Restated Loan Agreement (as modified hereby) in the
future.


<P align="left" style="font-size: 12pt; text-indent: 8%">7.&nbsp;<U>Choice of Law</U>. 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.


<P align="center" style="font-size: 12pt"><I>&#091;Remainder of page intentionally left blank, signatures to follow&#093;</I>




<P align="center" style="font-size: 10pt; display: none">1
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<P align="left" style="font-size: 12pt; text-indent: 8%">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.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="87%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>LASALLE BANK NATIONAL ASSOCIATION</B>, as Agent</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">and a Lender</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">By/s/ Andrew J. Heinz</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Its First Vice President</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>APAC CUSTOMER SERVICES, INC.</B>,</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">as Borrower</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">By /s/George H. Hepburn III</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Its SVP &#038; CFO</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dated: October&nbsp;25, 2006
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"><B>CONSENT AND REAFFIRMATION</B>



<P align="left" style="font-size: 12pt; text-indent: 8%">The undersigned (&#147;<B>Guarantors</B>&#148;), hereby (i)&nbsp;acknowledge receipt of a copy of the foregoing
Amendment No.&nbsp;4 to Amended and Restated Loan and Security Agreement (the &#147;<B>Amendment</B>&#148;); (ii)&nbsp;consent
to Borrower&#146;s execution and delivery of the Amendment; and (iii)&nbsp;reaffirm that each of the Other
Agreements that it is a party to continue to remain in full force and effect. Although Guarantors
have been informed of the matters set forth herein and have acknowledged same, Guarantors
understand that Agent and Lenders have no obligation to inform Guarantors of such matters in the
future or to seek Guarantors&#146; acknowledgment to future amendments, waivers or consents, and nothing
herein shall create such a duty.


<P align="left" style="font-size: 12pt; text-indent: 8%">IN WITNESS WHEREOF, Guarantors have executed this Consent and Reaffirmation on and as of the
date of the Amendment.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left">APAC CUSTOMER SERVICES, L.L.C.</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left">APAC CUSTOMER SERVICES OF ILLINOIS, INC.</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left">APAC CUSTOMER SERVICES GENERAL</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left">PARTNER, INC.</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left">ITI HOLDINGS, LLC</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left">APAC CUSTOMER SERVICES OF IOWA, L.L.C.</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left">APAC CUSTOMER SERVICES OF TEXAS, L.P.</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left">by its general partner, APAC Customer Services General Partner, Inc.</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Each By Robert J. Keller</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Its President &#038; CEO</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 12pt"><FONT style="font-size: 8pt">Amendment No.&nbsp;4 To Amended And Restated Loan And Security Agreement_v
<BR>
FINAL
</FONT>


<P align="center" style="font-size: 10pt; display: none">3


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