exv10w50



 




EXHIBIT 10.50



			
	
	 	Promissory Note












Dated as of
February 24, 2004



For value received, the undersigned, hereby promises to pay to the order of
Wells Fargo Equipment Finance, Inc. (the “Lender”) at its office in
Minneapolis, Minnesota, or at such other place as may be designated from
time to time by the holder hereof, the sum of $10,762,944.00 in installments
according to the schedule set forth below; provided, however, that the
undersigned and the Lender may agree to any other payment schedule, in which
case any variations shall be set forth in the space provided for additional
provisions. The first payment period shall begin on the 15th day of the
month in which Lender disburses the loan proceeds if disbursement is made on
or before the 15th day of such month, and the first payment period shall
begin on the last day of such month if disbursement is made during the
balance of such month. The first installment shall be payable on the first
payment due date set forth below (which may be the same as the date the
first payment period begins). Subsequent installments shall be payable on
the first day of each payment period beginning after the first payment
period. The undersigned agrees that the date the first payment period begins
may be left blank when this Note is executed and hereby authorizes Lender to
insert such date based upon the date the loan proceeds are disbursed.




PAYMENT SCHEDULE:



	 	 	 
	Date first payment period begins:

	 	First payment due:
	Number of Installments:        48

	 	Amount of each installment:        $224,228.00
	Payment period:        Monthly

	 	Annual Interest rate used in computing payment schedule:        3.65%
	Principal amount of loan proceeds disbursed:        $10,000,000.00
	 	 






In addition to installment payments as set forth above, the undersigned
agrees to pay Lender interim interest on the loan proceeds disbursed
hereunder from the date of disbursement to the date the first payment period
begins at the annual interest rate set forth above used in computing the
payment schedule. Interim interest shall be due and payable on the date the
first payment period begins.



If any installment is not paid when due, then in addition to any other
remedy Lender may have hereunder, Lender may impose and, if imposed, the
undersigned shall pay a late charge of 5% of the amount of the delinquent
installment but in any event not more than permitted by applicable law.
Payments thereafter received shall be applied first to delinquent
installments and then to current installments.



This Note may be prepaid in whole or in part at anytime and from time to
time but only if accompanied by a prepayment premium in an amount equal to
the greater of 2% or the amount determined in accordance with the following
formula:




	 	 	 	 	 	 	 
	L =

	 	(R-T) x PxD
	 	 
	 

	 	
 	 	 
	 

	 	 	360	 	 	 
	 
	 	 	 	 	 	 
	L =	 	amounts payable to Lender as a prepayment premium
	 
	 	 	 	 	 	 
	R =	 	the interest rate of United States Treasury instruments of similar duration as this Note as
of the date the first payment period begins
	 
	 	 	 	 	 	 
	T =	 	the interest rate of United States Treasury instruments of similar duration as this Note as of the prepayment date
	 
	 	 	 	 	 	 
	P =	 	the amount of principal prepaid
	 
	 	 	 	 	 	 
	D =	 	the number of days remaining until maturity of this Note as of the date of such prepayment






Any partial prepayment shall be applied to the last maturing installment or
installments. Upon any prepayment in full, the unearned portion of the
interest will be refunded using the simple interest method.



The following shall
constitute an Event of Default hereunder: (a) failure to
pay any installment hereunder when due; (b) the occurrence of an event of
default as defined in any security agreement or mortgage securing this Note;
(c) the commencement of any bankruptcy or insolvency proceedings by or
against the undersigned or any guarantor of this Note; and (d) any
indebtedness the undersigned may now or hereafter owe to Lender or any
affiliate thereof shall be accelerated following a default thereunder or,
if any such indebtedness is payable on demand, payment thereof shall be
demanded. Upon the occurrence of an Event of Default, Lender may do any one
or more of the following as it may elect: (i) upon written notice to the
undersigned, declare the entire unpaid balance of the Note to be immediately
due and payable, and the same (less unearned interest computed using the
simple interest method as if this Note had been paid in full on the date it
became due and payable) shall thereupon be and become immediately due and
payable: (ii) exercise any one or more of the rights and remedies available
to it under any security agreement or mortgage securing this Note or under
any other agreement or by law.



The undersigned hereby waives presentment, notice of dishonor, and protest.
The undersigned agrees to pay all costs of collection of this Note,
including reasonable attorneys’ fees. The holder hereof may change the terms
of payment of the Note by extension, renewal or otherwise, and release any
security for, or party to, this Note and such action shall not release any
accommodation maker, endorser, or guarantor from liability on this Note.




THIS AGREEMENT INCLUDES THE TERMS ON THE ATTACHED PAGE(S).



IN WITNESS WHEREOF the Debtor has signed this Agreement as of the date first above written.




	 	 	 
	StarTek USA, Inc.

	 	StarTek, Inc., Debtor
	
 

	 	
 
	Debtor

	 	Debtor
	 
	 	 
	
 

	 	
 
	By

	 	By
	 
	 	 
	
 

	 	
 
	Title

	 	Title







 









 




Notwithstanding anything to the contrary contained herein, if the rate of
interest, late payment fee, prepayment premium or any other charges or fees due
hereunder are determined by a court of competent jurisdiction to be usurious,
then said interest rate, fees and/or charges shall be reduced to the maximum
amount permissible under applicable law and any such excess amounts shall be
applied towards the reduction of the principal balance of this Note.



This Note shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of Minnesota without
regard to conflicts of law rules.



If this Note is signed by more than one person as Debtor, then the term
“Debtor” shall refer to each of them separately and to all of them jointly, and
each such person shall be liable hereunder individually in full and jointly
with the others.



Each of the undersigned has determined and represents to Lender that it is in
its best interests and in pursuance of its legitimate business purposes to
induce Lender to extend credit pursuant to the terms of this Note. Each of the
undersigneds acknowledges and represents that its business is related to the
business of the other party, the availability of the advances and other credit
extensions made under this Note will be for and inure to the benefit of the
undersigneds, individually and together. Each of the undersigneds agree that it
is jointly and severally liable to Lender for, and each of the undersigneds
agrees to pay to Lender when due the full amount of all amounts payable under
this Note, including without limitation all interest which accrues hereunder
and all fees, costs and expenses chargeable to the undersigneds or either of
them in connection with this Note. The liability of each of the undersigneds
hereunder shall be reinstated and revived and the rights of Lender shall
continue if and to the extent that for any reason any amount at any time paid
on account of this Note is rescinded or must otherwise be restored by Lender,
whether as a result of any proceedings in bankruptcy or reorganization or
otherwise, all as though such amount had not been paid. Each of the
undersigneds authorizes Lender, without notice to or demand on the undersigned,
and without affecting such undersigned’s liability hereunder, from time to time
to: (a) alter, compromise, extend, accelerate or otherwise change the time for
payment of, or otherwise change the terms of, the liabilities and obligations
of one of the undersigneds; (b) take and hold security from the other
undersigned for the payment of this Note, and exchange, enforce, waive,
subordinate or release any such security; (c) apply such security and direct
the order or manner of sale thereof, including without limitation, a
non-judicial sale permitted by the terms of the controlling security agreement,
as Lender in its discretion may determine; (d) release or substitute any one or
more of the endorsers or any guarantors of this Note, or any other party
obligated thereon; and (e) apply payments received by Lender from one of the
undersigneds to indebtedness of such undersigned to Lender other than this
Note. Each of the undersigneds represents and warrants to Lender that it has
established adequate means of obtaining from the other on a continuing basis
financial and other information pertaining to the other's financial condition,
and each of the undersigned agrees to keep adequately informed from such means
of any facts, events or circumstances which might in any way affect its risks
hereunder. Each of the undersigned further agrees that Lender shall have no
obligation to disclose to it any information or material about the other which
is acquired by Lender in any manner. Each of the undersigneds waives any right
to require Lender to: (i) proceed against the other or any other person; (ii)
proceed against or exhaust any security held from the other or any other
person; (iii) pursue any other remedy in Lender’s power; (iv) apply payments
received by Lender from the other to this Note; or (v) make any presentments or
demands for performance, or give any notices of nonperformance, protests,
notices of protest or notices of dishonor in connection with this Note. Each of
the undersigneds waives any defense to its liability for repayment of this Note
based upon or arising by reason of: (i) any disability or other defense of the
other or any other person; (ii) the cessation or limitation from any cause
whatsoever, other than payment in full, of the liability of the other of the
undersigneds; (iii) any lack of authority of any officer, director, partner,
agent or other person acting or purporting to act on behalf of the other of the
undersigneds or any defect in the formation of the other of the undersigneds;
(iv) the application by the other of the undersigneds of the proceeds of the
Note for purposes other than the purposes intended or understood by Lender or
the undersigneds; (v) any act or omission by Lender which directly or
indirectly results in or aids the discharge of the other of the undersigneds by
operation of law or otherwise, or which in any way impairs or suspends any
rights or remedies of Lender against the other of the undersigneds; (vi) any
impairment of the value of any interest in any security for the Note, including
without limitation, the failure to obtain or maintain perfection or recordation
of any interest in any such security, the release of any such security without
substitution, and/or the failure to preserve the value of, or to comply with
applicable law in disposing of, any such security; or (vii) any modification of
the obligations or liabilities of the other of the undersigneds including
without limitation the renewal, extension, acceleration or other change in time
for payment of, or other change in the terms of, the Note, including increase
or decrease of the rate of interest thereon. Until this Note has been paid in
full, neither of the undersigneds shall have any right of subrogation. Each of
the undersigneds waives all rights and defenses it may have arising out of (A)
any election of remedies by Lender, even though that election of remedies, such
as a non-judicial foreclosure with respect to any security for the Note,
destroys its rights of subrogation or its rights to proceed against the other
of the undersigneds for reimbursement, or (B) any loss of rights it may suffer
by reason of any rights, powers or remedies of the other of the undersigneds in
connection with any anti-deficiency laws or any other laws limiting, qualifying
or discharging either of the undersigneds hereunder, or otherwise. Until this
Note has been paid in full, each of the undersigned's waives any right to
enforce any remedy which Lender now has or may hereafter have against the other
or any other person, and waives any benefit of, or any right to participate in,
any security now or hereafter held by Lender.




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