Exhibit 10.3


 


PROMISSORY NOTE


 




	
  $1,800,000

  	
  October 22, 2004

  






 


For
value received, the undersigned, Aegis Communications Group, Inc., a Delaware
corporation (the “Company”), hereby PROMISES TO PAY to the order of
Essar Global Limited (the “Lender”), the principal sum of ONE MILLION
EIGHT HUNDRED THOUSAND DOLLARS together with interest in arrears from and
including the date hereof on the unpaid principal balance until such principal
balance is paid in full.  The Company agrees
to make all payments under this Promissory Note to the order of the Lender, in
lawful money of the United States of America and in immediately available
funds, to such account or place as the Lender may request in writing ten (10)
days prior to any such payment.


 


The
Company agrees to pay simple
interest on the unpaid principal amount of this Promissory Note until such
principal amount shall be paid in full, simple interest, at a rate per annum
equal to 0.50% per annum above the rate of interest per annum (rounded upwards,
if necessary, to the nearest 1/100 of 1%) appearing on the Telerate Page 3750
(or any successor page) as the London interbank offered rate for deposits in
U.S. dollars at 11:00 A.M. (London time) two business days before the first day
of each Interest Period  (defined below).


 


Each
interest period shall be a period having duration of fifteen (15) days (an “Interest
Period”). The initial Interest Period shall begin on the date hereof and
each subsequent Interest Period shall begin on the last day of the immediately
preceding Interest Period.  Interest
shall be payable in arrears at the end of each Interest Period and shall be
calculated on the basis of actual number of days elapsed.


 


Notwithstanding
any other provision of this Promissory Note, the Lender does not intend to charge,
and the Company shall not be required to pay, any interest or other fees or
charges in excess of the maximum permitted by applicable law; any payments in
excess of such maximum shall be credited to reduce principal hereunder.  Except as otherwise provided herein, all
payments received by the Lender hereunder will be applied first to costs of
collection, if any, then to accrued but unpaid interest and the balance to
principal.


 


The
Company shall pay interest on the amount of any principal, interest or other
amount payable hereunder that is not paid when due, from the date such amount
shall be due until such amount shall be paid in full, payable on demand, at a
rate per annum equal at all times to two percent (2%) per annum above the rate
per annum of interest set forth in the second paragraph of this Note (the “Default
Rate”).


 


The
Company shall repay the outstanding principal amount of this Promissory Note in
accordance with the following schedule until the unpaid principal balance
is paid in full, provided, that any prepayments of this Promissory Note
will be credited against the subsequent scheduled principal payments in order of
maturity (for example, if the


 





















 


Company
makes a $300,000 prepayment on January 1, 2005, the amount of the Company’s
next required principal payment would be $100,000 on February 28, 2005).


 




	
  Date

  	
   

  	
  Amount to be Repaid

  	
   

  
	
  October 29,
  2004

  	
   

  	
  $

  	
  800,000

  	
   

  
	
  January 31,
  2005

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  February 28,
  2005

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  March 31,
  2005

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  April 30,
  2005

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  May 31, 2005

  	
   

  	
  $

  	
  200,000

  	
   

  






 


Interest
hereunder shall be payable on the last day of each Interest Period in arrears
commencing on November 6, 2004 (each such date being an “Interest
Payment Date”) with the final payment of all unpaid interest on the date
principal is paid in full hereunder.


 


The
Company shall pay such interest only in cash, unless the Lender (in its sole
discretion) agrees such interest to be capitalized on any such Interest Payment
Date and added to the principal amount of this Promissory Note, which
additional amount shall bear interest and otherwise be payable in accordance
with the terms and conditions of this Promissory Note.


 


The
Lender shall have the right at any time to request that any or all capitalized
interest added to the principal amount of this Promissory Note be evidenced by
a separate promissory note or notes in substantially the form of this
Promissory Note.


 


If
any day on which a payment is due pursuant to the terms of this Promissory Note
is not a day other than a Saturday or a Sunday on which banks in the State of
New York are generally open for business (a “Business Day”), such
payment shall be due on the next Business Day following such date and interest
shall accrue on the accrued and unpaid interest during such extension of time; provided,
that any such interest accruing for such extension of time shall be due and
payable on the immediately succeeding Interest Payment Date.


 


This
Promissory Note may be prepaid at any time, without premium or penalty, in
whole or in part, together with accrued interest to the date of such prepayment
on the portion prepaid.  All prepayments
made shall be recorded by the Lender and, prior to any transfer hereof,
indorsed on the grid attached as Annex I hereto, which is part of this
Promissory Note.


 


Upon
failure or default in payment by the Company to pay all or any part of the
principal amount, interest or any other amount under this Promissory Note,
within 5 days of the date when due and payable or when declared due and
payable, (i) the Lender may by notice to the Company, declare this Promissory
Note, all interest thereon and all other amounts payable hereunder to be
forthwith due and payable, whereupon this Promissory Note, all such interest
and all such other amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of
which are hereby expressly waived by the Company and (ii) the Lender may pursue
its remedies against the


 





















 


Company
and the personal property of the Company in such order as the Lender shall
determine.


 


The
Company agrees that, upon the acceleration of this Promissory Note following
the occurrence of an Event of Default that is not cured within the applicable
cure period, the Company shall pay to the Lender, in addition to principal and
accrued interest thereon, all out-of-pocket costs of collection of the
principal and accrued interest, including, but not limited to, all reasonable
out-of-pocket attorneys’ fees, court costs, and other reasonable out-of-pocket
costs and expenses of the Lender related to the enforcement of payment of this
Promissory Note.  Such amounts which are
not paid within 10 days after Lender’s written demand therefor shall be added
to the principal of this Promissory Note and will bear interest at the Default
Rate.


 


No
amendment, waiver, modification or supplement of any provision of this
Promissory Note, nor consent to any departure by the Company therefrom, shall
in any event be effective unless the same shall be in writing signed by the
Company and accepted and agreed to by the Lender and then such amendment,
waiver, modification, supplement or consent shall be effective only in the
specific instance and for the specific purpose for which given.


 


This
Promissory Note is governed by and construed in accordance with, the laws of
the State of New York.


 


This
Promissory Note may be assigned, in whole or in part, from time to time, by the
Lender, only with ten calendar days prior written notice to the Company.


 


This
Promissory Note and the rights and obligations under this Promissory Note are
not assignable or delegable, directly or indirectly, in whole or in part, by
the Company, without the prior written consent of the Lender.  This Promissory Note shall be binding upon
the Company, its permitted successors and its assigns, and, in addition, shall
inure to the benefit of and be enforceable by the Lender and its successors and
assigns.  Whenever possible this
Promissory Note and each provision hereof shall be interpreted in such manner
as to be effective, valid and enforceable under applicable law.  If, and to the extent that, any such
provision of this Promissory Note shall be held invalid or unenforceable by any
court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provisions hereof, and any determination that the
application of any provision hereof to any person or under any circumstance is
illegal and unenforceable shall not affect the legality, validity and
enforceability of such provision as it may be applied to any other person or in
any other circumstance.  All rights and
remedies provided in this Promissory Note or any law shall be available to the
Lender and shall be cumulative.


 


Except
as otherwise expressly provided herein, the Company hereby expressly waives
presentment, demand, and protest, notice of demand, dishonor and nonpayment of
this Promissory Note, and all other notices or demands of any kind in
connection with the delivery, acceptance, performance, default or enforcement
hereof, and hereby consents to any delays, extensions of time, renewals,
waivers or modifications that may be granted or


 





















 


consented
to by the Lender with respect to the time of payment or any other provision
hereof.


 


No
course of dealing between the Company and the Lender and no delay or failure in
exercising any rights hereunder in respect thereof shall operate as a waiver of
any rights of the Lender.


 


This
Promissory Note, and the indebtedness of the Company to the Lender evidenced
hereby, shall not be subject to any set-off, recoupment or counterclaim, each
of which is hereby expressly waived by the Company with respect to this Note
and such indebtedness.


 


The
Company hereby irrevocably submits to the non-exclusive jurisdiction of any United States Federal or New York State
court sitting in New York City in any action or proceeding arising out
of or relating to this Promissory Note and hereby irrevocably agrees that all
claims in respect of such action or proceeding may be heard and determined in
any such court and irrevocably waives any objection it may now or hereafter
have as to the venue of any such suit, action or proceeding brought in such a
court or that such court is an inconvenient forum.  Nothing herein shall limit the right of the
Lender to bring proceedings against the Company in the courts of any other
jurisdiction.


 


THE COMPANY HEREBY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH
RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS PROMISSORY NOTE.


 


	
   

  	
  COMPANY:

  
	
   

  	
  AEGIS COMMUNICATIONS GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Richard Ferry

  	
   

  
	
   

  	
  Name:

  	
  Richard Ferry

  	
   

  
	
   

  	
  Title:

  	
  President and CEO

  	
   

  
							



 





















 


Annex
I 


 


PREPAYMENTS


 


	
  Date

  	
   

  	
  Amount Prepaid

  	
   

  	
  Unpaid Balance

  	
   

  	
  Notation Made By