QuickLinks
 -- Click here to rapidly navigate through this document

 
 

Exhibit 10.59    
    


 
 

WAIVER AND CONSENT UNDER
  AMENDED AND RESTATED SECURED PROMISSORY NOTES    
    


        THIS WAIVER UNDER AMENDED AND RESTATED SECURED PROMISSORY NOTES (this "Waiver"), dated as of March 30,
2004, is entered into by AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation ("Aegis"),
Deutsche Bank AG—London, acting through DB Advisors LLC, as Investment Advisor ("Deutsche Bank"), and Essar Global Limited ("Essar") (Deutsche Bank and Essar, together with their
respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the
"Lenders"), in light of the following: 


W I T N E S S E T H  


        WHEREAS, Aegis is the maker of those certain Amended and Restated Secured Promissory Notes dated January 28, 2003, held by Deutsche Bank and Essar in the
principal amounts of $10,087,352.00 and $10,143,815.00, respectively (the "Notes"); 



        WHEREAS,
Aegis and each of its subsidiaries that are signatories thereto, each of the lenders that are signatories thereto and Wells Fargo Foothill, Inc., a California
corporation, as the Arranger and Administrative Agent are parties to that certain Loan and Security Agreement, dated as of January 26, 2004 (as amended, restated, supplemented, or modified from
time to time, the "Loan Agreement"); and 


        WHEREAS,
Aegis has informed Lenders that violations of the Notes and the Loan Agreement have occurred as a result of Borrowers' failure to comply with certain terms and provisions
thereof; and 


        WHEREAS,
Aegis has requested that Lenders waive such violations of the Notes; and 


        WHEREAS,
Aegis has further requested that the Notes be amended to modify certain terms more fully set forth hereinbelow; 


        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and based upon the following, the parties hereby agree to amend the
Notes and Lenders hereby grant certain waivers as follows: 



1.     DEFINITIONS  


        Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Notes. 


2.     AMENDMENT TO NOTES  


        Upon the due execution and delivery thereof by Aegis, the Notes will be amended and restated in their entirety as the Second Amended and Restated Secured
Promissory Notes substantially in the forms attached hereto as Exhibit A (the "New Notes"). 


3.     WAIVER  


        (a)   Aegis
has informed Lenders that Aegis has failed to maintain or achieve EBITDA of not less than $421,000 for the two-month period ending on the last day of
the month of February, 2004, as required under Section 3.16(a) of the Notes (the "EBITDA
Default"). The EBITDA Default also constitutes a default under the Loan Agreement, and as such, represents an Event of Default under  Section 4.10 of the Notes (the
"EBITDA Cross-Default"). At the request of Aegis, Lenders hereby
waive any violation of Section 3.16(a) and Section 4.10 of the Notes or any other
provision of the Notes caused by the EBITDA Default and the EBITDA Cross-Default 


        (b)   Aegis
has informed Lenders that Aegis has failed to pay the full amount of certain scheduled payments of principal under the Notes, resulting in an Event of Default
under Section 4.2 of the Notes (the "Note Payment Default"). At the request of Aegis, and upon
execution by Aegis of the New Notes, 





 



Lenders
hereby waive any violation of Section 4.2 of the Notes or any other provision of the Notes caused by the Note Payment Default. 


4.     CONDITIONS PRECEDENT TO THIS WAIVER  


        The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Waiver and each and every provision hereof: 


        (a)   No
Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Waiver; and 



        (b)   No
injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall
have been issued and remain in force by any Governmental Authority against any Borrower, Agent, or any Lender. 


5.     CONSTRUCTION  


        THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 


6.     ENTIRE WAIVER; EFFECT OF WAIVER  



        This Waiver, and the terms and provisions hereof, constitute the entire agreement among the parties pertaining to the subject matter hereof and supersede any and
all prior or contemporaneous amendments relating to the subject matter hereof. 


7.     COUNTERPARTS; TELEFACSIMILE EXECUTION  


        This Waiver may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto
may execute this Waiver by signing any such counterpart. Delivery of an executed counterpart of this Waiver by telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Waiver. Any party delivering an executed counterpart of this Waiver by telefacsimile also shall deliver an original executed counterpart of this Waiver, but the failure to deliver
an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Waiver. 


[SIGNATURE
PAGE FOLLOWS] 


2





 

        IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed and delivered as of the date first above written. 



	 	 	AEGIS COMMUNICATIONS GROUP, INC.
	

 	
 	

By:	
 	

/s/  HERMAN M. SCHWARZ      

	 	 	Title:	 	President

	

 	
 	
DEUTSCHE BANK AG—LONDON ACTING THROUGH DB ADVISORS, LLC AS INVESTMENT ADVISOR
	

 	
 	

By:	
 	

/s/  PAUL BIGLER      

	 	 	Title:	 	Chief Operating Officer

	

 	
 	
ESSAR GLOBAL LIMITED
	

 	
 	

By:	
 	

/s/  MADHU VUPPULURI      

	 	 	Title:	 	Executive Director





3









QuickLinks



Exhibit 10.59


WAIVER AND CONSENT UNDER AMENDED AND RESTATED SECURED PROMISSORY NOTES