**Exhibit10.9**

 

**PROMISSORY NOTE**

 
| **Principal** | ** **        | **Loan Date** | ** **     | **Maturity** | ** **     | **Loan No** | ** ** | **Call / Coll** | ** **      | **Account** | ** ** | **Officer** | ** ** | **Initials** | ** ** |
|---------------|-------------------|---------------|----------------|--------------|----------------|-------------|------------|-----------------|-----------------|-------------|------------|-------------|------------|--------------|------------|
| **$**         | **15,000,000.00** | ** **    | **08-01-2010** | ** **   | **08-01-2011** | ** **  |       | ** **      | **4A0 /  9215** | ** **  |       |        | **PMF01**  |         |       |   |
|               |                   |               |                |              |                |             |            |                 |                 |             |            |             |            |              |            |  |

 

References in the boxesabove are for Lender’s use only and do not limit the applicability of thisdocument to any particular loan or item.

 

Any item above containing“***” has been omitted due to text length limitations.

 
| **Borrower:**                        | **STARTEK, INC.**                 | **Lender:**                            | **UMB BANK COLORADO, n.a.**        |
|--------------------------------------|----------------------------------------|----------------------------------------|------------------------------------|
| ** **                           | **STARTEK USA, INC.**             |                                   | **DOWNTOWN DENVER BANKING CENTER** |
| ** **                           | **STARTEK CANADA SERVICES, LTD.** |                                   | **1670 BROADWAY**                  |
| ** **                           | **44 COOK ST., SUITE 400**             |                                   | **DENVER, CO 80202-4838**          |
| ** **                           | **DENVER, CO 80206**                   |                                   | **(303) 839-1300**                 |
| ** **                           | ** **                             |                                   | ** **                         |
| **Principal Amount: $15,000,000.00** |                                   | **Date  of Note: August 1, 2010** |

 

**PROMISE TO PAY. STARTEK, INC.;STARTEK USA, INC. and STARTEK CANADA SERVICES, LTD. (“Borrower”)jointly and severally promise to pay to UMB BANK COLORADO, n.a. (“Lender”), ororder, in lawful money of the United States of America, the principal amount ofFifteen Million & 00/100 Dollars ($15,000,000.00) or so much as may beoutstanding, together with interest on the unpaid outstanding principal balanceof each advance. Interest shall be calculated from the date of each advanceuntil repayment of each advance.**

 

**PAYMENT. Borrower will pay this loanin one payment of all outstanding principal plus all accrued unpaid interest onAugust 1, 2011.  In addition,Borrower will pay regular monthly payments of all accrued unpaid interest dueas of each payment date, beginning September 1, 2010, with all subsequentinterest payments to be due on the same day of each month after that. Unlessotherwise agreed or required by applicable law, payments will be applied firstto any accrued unpaid interest; then to principal; then to any late charges;and then to any unpaid collection costs. Borrower will pay Lender at Lender’saddress shown above or at such other place as Lender may designate in writing.**

 

**VARIABLE INTEREST RATE.**The interest rate on this Note is subjectto change from time to time based on changes in an independent index which isthe LIBOR rate as the index rate.

 

The Borrower at the time of request of an advanceunder this Note shall have the option of the following interest rate(s):

 

The Thirty (30) Day LIBOR Index plus 175 basis pointsadjusted daily to the index on the advanced amount.

 

A Sixty (60) Day LIBOR Index plus 175 basis points onthe advanced amount. No payment or prepayment of an advance bearing interest atthe foregoing rate may be made on any date other than the last day of theapplicable interest period.

 

A Ninety (90) Day LIBOR Index plus 175 basis points onthe advanced amount. No payment or prepayment of an advance bearing interest atthe foregoing rate may be made on any date other than the last day of theapplicable interest period.

 

The interest rate options set forth above that arebased on the Sixty (60) Day LIBOR and the Ninety (90) Day LIBOR may not beselected if the applicable interest period would extend beyond the maturitydate set forth in the Note.

 

(the “Index”). The Index is not necessarily the lowestrate charged by Lender on its loans. If the Index becomes unavailable duringthe term of this loan, Lender may designate a substitute index after notifyingBorrower. Lender will tell Borrower the current Index rate upon Borrower’srequest. The interest rate change will not occur more often than each DAY.Borrower understands that Lender may make loans based on other rates as well.**  The Indexcurrently is 0.32063% per annum.**The interest rate to be applied tothe unpaid principal balance of this Note will be calculated as described inthe “INTEREST CALCULATION METHOD” paragraph using a rate of 1.750 percentagepoints over the Index, adjusted if necessary for any minimum and maximum ratelimitations described below, resulting in an initial rate of 3.250% per annumbased on a year of 360 days. NOTICE: Under no circumstances will the interestrate on this Note be less than 3.250% per annum or more than the maximum rateallowed by applicable law.

 

**INTEREST CALCULATION METHOD. Intereston this Note is computed on a 365/360 basis; that is, by applying the ratio ofthe interest rate over a year of 360 days, multiplied by the outstandingprincipal balance, multiplied by the actual number of days the principalbalance is outstanding. All interest payable under this Note is computed usingthis method. This calculation method results in a higher effective interestrate than the numeric interest rate stated in this Note.**

 

**PREPAYMENT.**Borrower agrees that all loan fees andother prepaid finance charges are earned fully as of the date of the loan andwill not be subject to refund upon early payment (whether voluntary or as aresult of default), except as otherwise required by law. Except for theforegoing, Borrower may pay without penalty all or a portion of the amount owedearlier than it is due. Early payments will not, unless agreed to by Lender inwriting, relieve Borrower of Borrower’s obligation to continue to make paymentsof accrued unpaid interest. Rather, early payments will reduce the principalbalance due. Borrower agrees not to send Lender payments marked “paid in full”,“without recourse”, or similar language. If Borrower sends such a payment,Lender may accept it without losing any of Lender’s rights under this Note, andBorrower will remain obligated to pay any further amount owed to Lender.  All written communications concerningdisputed amounts, including any check or other payment instrument thatindicates that the payment constitutes “payment in full” of the amount owed orthat is tendered with other conditions or limitations or as full satisfactionof a disputed amount must be mailed or delivered to: UMB BANK COLORADO, n.a.;DOWNTOWN DENVER BANKING CENTER; 1670 BROADWAY; DENVER, CO 80202-4838.

 

**LATE CHARGE.**If a payment is 30 days or more late,Borrower will be charged**10.000% of theregularly scheduled payment or $50.00, whichever is less.**

 

**INTEREST AFTER DEFAULT.**Upon default, including failure to payupon final maturity, the interest rate on this Note shall be increased byadding a 2.000 percentage point margin (“Default Rate Margin”). The DefaultRate Margin shall also apply to each succeeding interest rate change that wouldhave applied had there been no default. However, in no event will the interestrate exceed the maximum interest rate limitations under applicable law.

 

**DEFAULT.**Each of the following shall constitute anevent of default (“Event of Default”) under this Note:

 

**Payment Default.**Borrower fails to make any payment whendue under this Note following the expiration of applicable cure periods, ifany.

 

**Other Defaults.**Borrower fails to comply with or toperform any other term, obligation, covenant or condition contained in thisNote or in any of the related documents or to comply with or to perform anyterm, obligation, covenant or condition contained in any other agreementbetween Lender and Borrower following the expiration of thirty (30) days afterwritten notice of such default is provided by Lender to Borrower.

 

**False Statements.**Any warranty, representation or statementmade or furnished to Lender by Borrower or on Borrower’s behalf under this Noteor the related documents is false or misleading in any material respect, eithernow or at the time made or furnished or becomes false or misleading at any timethereafter.

 

**Insolvency.**The dissolution or termination ofBorrower’s existence as a going business, the insolvency of Borrower, theappointment of a receiver for any part of Borrower’s property, any assignmentfor the benefit of creditors, any type of creditor workout, or the commencementof any proceeding under any bankruptcy or insolvency laws by or againstBorrower.

 

**Creditor or Forfeiture Proceedings.** Commencement of foreclosure or forfeiture proceedings, whether byjudicial proceeding, self -help, repossession or any other method, by anycreditor of Borrower or by any governmental agency against any collateralsecuring the loan. This includes a garnishment of any of Borrower’s accounts,including deposit accounts, with Lender. However, this Event of Default shallnot apply if there is a good faith dispute by Borrower as to the validity orreasonableness of the claim which is the basis of the creditor or forfeitureproceeding and if Borrower gives Lender written notice of the creditor orforfeiture proceeding and deposits with Lender monies or a surety bond for thecreditor or forfeiture proceeding, in an amount determined by Lender, in itssole discretion, as being an adequate reserve or bond for the dispute.

 

**Change In Ownership.**Any person becomes the beneficial owner ofmore than fifty percent (50%) of the common stock of Borrower.

 

**Adverse Change.**A material adverse change occurs inBorrower’s financial condition, or Lender believes the prospect of payment orperformance of this Note is impaired.

 

**LENDER’S RIGHTS.**Upon default, Lender may declare theentire unpaid principal balance under this Note and all accrued unpaid interestimmediately due, and then Borrower will pay that amount.

 

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**ATTORNEYS’ FEES; EXPENSES.**Lender may hire or pay someone else tohelp collect this Note if Borrower does not pay. Borrower will pay Lender thereasonable costs of such collection. This includes, subject to any limits under applicable law, Lender’sattorneys’ fees and Lender’s legal expenses, whether or not there is a lawsuit,including without limitation attorneys’ fees and legal expenses for bankruptcyproceedings (including efforts to modify or vacate any automatic stay orinjunction), and appeals. If not prohibited by applicable law, Borrower alsowill pay any court costs, in addition to all other sums provided by law.

 

**JURY WAIVER. Lender and Borrowerhereby waive the right to any jury trial in any action, proceeding, orcounterclaim brought by either Lender or Borrower against the other.**

 

**GOVERNING LAW. This Note will begoverned by federal law applicable to Lender and, to the extent not preemptedby federal law, the laws of the State of Colorado without regard to itsconflicts of law provisions. This Note has been accepted by Lender in the Stateof Colorado.**

 

**CHOICE OF VENUE.**If there is a lawsuit, Borrower agreesupon Lender’s request to submit to the jurisdiction of the courts of DENVERCounty, State of Colorado.

 

**DISHONORED ITEM FEE.**Borrower will pay a fee to Lender of$25.00 if Borrower makes a payment on Borrower’s loan and the check orpreauthorized charge with which Borrower pays is later dishonored.

 

**RIGHT OF SETOFF.**To the extent permitted by applicablelaw, Lender reserves a right of setoff in all Borrower’s accounts with Lender(whether checking, savings, or some other account). This includes all accountsBorrower holds jointly with someone else and all accounts Borrower may open inthe future. However, this does not include any IRA or Keogh accounts, or anytrust accounts for which setoff would be prohibited by law. Borrower authorizesLender, to the extent permitted by applicable law, to charge or setoff all sumsowing on the indebtedness against any and all such accounts, and, at Lender’soption, to administratively freeze all such accounts to allow Lender to protectLender’s charge and setoff rights provided in this paragraph.

 

**COLLATERAL.**Borrower acknowledges this Note issecured by ACCOUNTS RECEIVABLE AND GENERAL INTANGIBLES AS FURTHER DESCRIBED INSECURITY AGREEMENT DATED JUNE 26, 2009; DEEDS OF TRUST DATED JUNE 26, 2009 ONPROPERTIES LEGALLY DESCRIBED THEREIN COMMONLY KNOWN AS 244 DUNDEE AVENUE,GREELEY, COLORADO AND 1250 H STREET, GREELEY, COLORADO; A MORTGAGE DATED JUNE26, 2009 ON PROPERTY LEGALLY DESCRIBED THEREIN COMMONLY KNOWN AS 116 E.RANDOLPH AVENUE, ENID, OKLAHOMA AND A MORTGAGE DATED JUNE 26, 2009 ON PROPERTYLEGALLY DESCRIBED THEREIN COMMONLY KNOWN AS 407 S. 2nd STREET, LARAMIE, WYOMING.

 

**LINE OF CREDIT.**This Note evidences a revolving line ofcredit. Advances under this Note, as well as directions for payment fromBorrower’s accounts, may be requested orally or in writing by Borrower or by anauthorized person. Lender may, but need not, require that all oral requests beconfirmed in writing. Borrower agrees to be liable for all sums either: (A) advancedin accordance with the instructions of an authorized person or (B) creditedto any of Borrower’s accounts with Lender. The unpaid principal balance owingon this Note at any time may be evidenced by endorsements on this Note or byLender’s internal records, including daily computer print-outs. Lender willhave no obligation to advance funds under this Note if: (A) an Event ofDefault has occurred under the terms of this Note or any agreement thatBorrower has with Lender, including any agreement made in connection with thesigning of this Note; (B) Borrower or any guarantor ceases doing business or isinsolvent; or (C) Borrower has applied funds provided pursuant to thisNote for purposes other than those authorized by Lender.

 

**ADDITIONAL TERMS.****Eachand every advance made under this Note shall be at Lender’s sole discretion,Lender having made no commitment to make any such advances.**

 

Borrower shall not a) voluntarily transfer any assetsinto trust or, b) if already owned in trust, shall not voluntarily transfertitle to such trust assets to any other person or entity, without giving Lenderat least 30 days prior written notice thereof.

 

**ADDITIONAL TERMS.****ORALAGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROMENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBTARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S) AND US (LENDER) FROMMISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCHMATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVESTATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE INWRITING TO MODIFY IT.**

 

**SUCCESSOR INTERESTS.**The terms of this Note shall be bindingupon Borrower, and upon Borrower’s heirs, personal representatives, successorsand assigns, and shall inure to the benefit of Lender and its successors andassigns.

 

**GENERAL PROVISIONS.**If any part of this Note cannot beenforced, this fact will not affect the rest of the Note. Lender may delay orforgo enforcing any of its rights or remedies under this Note without losingthem. Each Borrower understands and agrees that, with or without notice toBorrower, Lender may with respect to any other Borrower (a) make one ormore additional secured or unsecured loans or otherwise extend additional credit;(b) alter, compromise, renew, extend, accelerate, or otherwise change oneor more times the time for payment or other terms of any indebtedness,including increases and decreases of the rate of interest on the indebtedness; (c) exchange,enforce, waive, subordinate, fail or decide not to perfect, and release anysecurity, with or without the substitution of new collateral; (d) applysuch security and direct the order or manner of sale thereof, including withoutlimitation, any non-judicial sale permitted by the terms of the controllingsecurity agreements, as Lender in its discretion may determine; (e) release,substitute, agree not to sue, or deal with any one or more of Borrower’ssureties, endorsers, or other guarantors on any terms or in any manner Lendermay choose; and (f) determine how, when and what application of paymentsand credits shall be made on any other indebtedness owing by such otherBorrower. Borrower and any other person who signs, guarantees or endorses thisNote, to the extent allowed by law, waive presentment, demand for payment, andnotice of dishonor. Upon any change in the terms of this Note, and unlessotherwise expressly stated in writing, no party who signs this Note, whether asmaker, guarantor, accommodation maker or endorser, shall be released fromliability. All such parties agree that Lender may renew or extend (repeatedlyand for any length of time) this loan or release any party or guarantor orcollateral; or impair, fail to realize upon or perfect Lender’s security interestin the collateral; and take any other action deemed necessary by Lender withoutthe consent of or notice to anyone. All such parties also agree that Lender maymodify this loan without the consent of or notice to anyone other than theparty with whom the modification is made. The obligations under this Note arejoint and several.

 

**PRIOR TO SIGNING THIS NOTE, EACHBORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THEVARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THENOTE.**

 

**BORROWER ACKNOWLEDGES RECEIPT OF ACOMPLETED COPY OF THIS PROMISSORY NOTE.**

 
| **BORROWER:**                                        | ** **                                      |
|------------------------------------------------------|-------------------------------------------------|
| ** **                                           | ** **                                      |
| **STARTEK, INC.**                               | ** **                                      |
| **By:**                                              | **/s/****A. Laurence Jones**                    |   | **By:** | **/s/ David G. Durham** |
| **A. Laurence Jones, Chief Exec.  Officer/Pres. of** | **David G. Durham, Exec. VP/CFO/Treasurer  of** |
| **STARTEK, INC.**                               | **STARTEK, INC.**                          |
| ** **                                           | ** **                                      |
| ** **                                           | ** **                                      |
| **STARTEK USA, INC.**                           | ** **                                      |
| **By:**                                              | **/s/****A. Laurence Jones**                    |   | **By:** | **/s/ David G. Durham** |
| **A. Laurence Jones, Chief Exe.  Officer/Pres. of**  | **David G. Durham, Exec  VP/CFO/Treasurer of**  |
| **STARTEK USA, INC.**                           | **STARTEK USA, INC.**                      |
| ** **                                           | ** **                                      |
| **STARTEK CANADA SERVICES, LTD.**               | ** **                                      |
| **By:**                                              | **/s/****A. Laurence Jones**                    |   | **By:** | **/s/ David G. Durham** |
| **A. Laurence Jones, Chief Exec.  Officer/Pres. of** | **David G. Durham, Exec.  VP/CFO/Treasurer of** |
| **STARTEK CANADA SERVICES, LTD.**               | **STARTEK CANADA SERVICES, LTD.**          |

 

LASER PRO Lending, Ver.5.44.00.002 Copr. Harland Financial Solutions, Inc. 1997, 2009. All RightsReserved. - CO S:\A PPS\hfs\CFI\LPL\D20.FC TR-62141 PR-63 (M)

 

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