WARRANT TO PURCHASE SHARES OF COMMON STOCK OF APAC CUSTOMER SERVICES, INC.Warrant Agreement • January 29th, 2008 • Apac Customer Service Inc • Services-business services, nec • New York
This is to certify that, FOR VALUE RECEIVED, ATALAYA FUNDING LLC or its registered assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from APAC CUSTOMER SERVICES, INC., an Illinois corporation (“Company”), at any time from and including the date hereof, and not later than 5:00 P.M., New York City Time on January 24, 2013 (the “Expiration Date”), up to 512,245 shares of common stock of the Company (“Common Stock”) at an exercise price per share of US$1.05. The shares of the Common Stock deliverable upon such exercise are hereinafter sometimes referred to as “Warrant Stock” and the exercise price of a share of Common Stock in effect at any time as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” The Warrant Stock equals 0.90% of the total number of shares of Common Stock outstanding as of the date of initial issuance, computed on a fully-diluted basis. The Company represents and warrants that Schedule 1 attached
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 29th, 2008 • Apac Customer Service Inc • Services-business services, nec • Illinois
This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of January 24, 2008 and effective as of December 30, 2007, and is by and among LASALLE BANK NATIONAL ASSOCIATION, for itself as a lender, and as Agent (“Agent”) for the lenders (“Lenders”) from time to time party to the Second Amended and Restated Loan Agreement (as defined below) and APAC CUSTOMER SERVICES, INC., an Illinois corporation (“Borrower”).
PART II AMENDMENTS TO EXISTING LOAN AGREEMENTSecond Amendment • January 29th, 2008 • Apac Customer Service Inc • Services-business services, nec
As of the Second Amendment Effective Date, the Applicable Margin shall be set at the applicable Level II and shall remain in effect until delivery to Agent of Borrower’s compliance certificate in respect of the audited annual financial statements for the Fiscal Year ended on or about December 31, 2007, 10 Business Days after which delivery the Applicable Margin will be adjusted based on the EBITDA for the 12-fiscal month period ending on the last day of such fiscal month. Thereafter, the Applicable Margin shall be adjusted to the extent applicable with respect to the compliance certificate delivered with respect to the last fiscal month of each fiscal quarter of Borrower. Each such change shall take effect 10 Business Days after delivery of such compliance certificate. If Borrower fails to deliver the compliance certificate within the time period required by this Agreement, the Applicable Margin shall conclusively be presumed to equal the applicable Level II from the date such complian
