Filed by Bowne Pure Compliance





Exhibit 10.23




FOURTH AMENDMENT TO CREDIT AGREEMENT




THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 30, 2003,
by and between STARTEK, INC., a Delaware corporation and STARTEK USA, INC., a Colorado
corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).



RECITALS 




WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of
that certain Credit Agreement between Borrower and Bank dated as of June 30, 2003, as amended
from time to time (“Credit Agreement”).



WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set
forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said
changes.



NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:



1. Section 4.9 (a) and (b) is hereby deleted in its entirety, and the following substituted
therefor:



“(a) Tangible Net Worth measured at the end of each fiscal quarter end, with “Tangible Net
Worth” defined as the aggregate of total stockholders’ equity plus subordinated debt less any
intangible assets, not at any time less than $95,000,000.00 through December 31, 2006 and shall
increase (but never decrease) at each subsequent fiscal quarter end by an amount equal to 25% of
net income (but only if positive) for each fiscal quarter then ended. Base was reset to
$95,000,000 with June 2007 Amendment; therefore, first compliance with reset base is at June 30,
2007.



(b) Net income after taxes not less than $1.00 on a quarterly basis, determined as of each
fiscal quarter end.”



2. Bank is aware that Borrower is in breach of Section 4.9(b) of the Credit Agreement for the
period ending March 31, 2008, which requires that Borrower not have a net loss for such period.
Bank has decided to waive its default rights with respect to this breach for the period ending
March 31, 2008. This waiver applies only to this specific instance. It is not a waiver of any
subsequent breach of the same provision of the Agreement, nor is it a waiver of any breach of any
other provision of the Agreement. Bank reserves all of the rights, powers and remedies available
to Bank under the Credit Agreement and any related documents, including the right to cease making
advances and the right to accelerate any indebtedness, if any subsequent breach of the same
provision or any other provision of the Agreement should occur.



3. In consideration of the changes set forth herein and as a condition to the effectiveness
hereof, immediately upon signing this Amendment Borrower shall pay to Bank a non-refundable fee of
$5,000.00.


 


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4. Except as specifically provided herein, all terms and conditions of the Credit Agreement
remain in full force and effect, without waiver or modification. All terms defined in the Credit
Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit
Agreement shall be read together, as one document.



5. Borrower hereby remakes all representations and warranties contained in the Credit
Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the
date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any
condition, act or event which with the giving of notice or the passage of time or both would
constitute any such Event of Default.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
day and year first written above.



	 	 	 	 	 	 	 	 	 	 	 
	STARTEK, INC.	 	 	 	WELLS FARGO BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ David Durham
 

	 	 	 	By:
	 	/s/ Wendee Crowley
 

	 	 
	TITLE: EVP/CFO	 	 	 	 	 	Wendee Crowley, Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Sylvia A. Church
 

	 	 	 	 	 	 	 	 
	TITLE: VP Controller	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	STARTEK, INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ David Durham
 

	 	 	 	 	 	 	 	 
	TITLE: EVP/CFO	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Sylvia A. Church
 

	 	 	 	 	 	 	 	 
	TITLE: VP Controller	 	 	 	 	 	 	 	 







 


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