All of the foregoing shall be evidenced by and subject to the terms of such security agreements,financing statements, deeds or mortgages, and other documents as Bank shall reasonably require, allin form and substance satisfactory to Bank. Borrower shall pay to Bank immediately upon demand thefull amount of all charges, costs and expenses (to include fees paid to third parties and allallocated costs of Bank personnel), expended or incurred by Bank in connection with any of theforegoing security, including without limitation, filing and recording fees and costs ofappraisals, audits and title insurance.”4. Section 4.9 (a) is hereby deleted in its entirety, and the following substituted therefor:“(a) Tangible Net Worth measured at the end of each fiscal quarter, with “Tangible Net Worth”defined as the aggregate of total stockholders’ equity plus subordinated debt less any intangibleassets, not at any time less than $105,000,000.00 through December 31, 2007 and shall increase (butnever decrease) at each subsequent fiscal quarter end by an amount equal to 25% of net income (butonly if positive) for each fiscal quarter then ended.”5. Bank is aware that Borrower is in breach of Section 4.9(b) of the Credit Agreement for theperiod ending June 30, 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 June30, 2008. This waiver applies only to this specific instance. It is not a waiver of anysubsequent breach of the same provision of the Agreement, nor is it a waiver of any breach of anyother provision of the Agreement. Bank reserves all of the rights, powers and remedies availableto Bank under the Credit Agreement and any related documents, including the right to cease makingadvances and the right to accelerate any indebtedness, if any subsequent breach of the sameprovision or any other provision of the Agreement should occur.6. Section 4.9 (b) is hereby deleted in its entirety, without substitution.7. Section 4.9 (c) is hereby renumbered as Section 4.9 (b).8. Section 5.2 is hereby deleted in its entirety, and the following substituted therefor:“SECTION 5.2. OTHER INDEBTEDNESS. Create, incur, assume or permit to exist anyindebtedness or liabilities resulting from borrowings, loans or advances, whether secured orunsecured, matured or unmatured, liquidated or unliquidated, joint or several, that exceeds$5,000,000.00 in the aggregate during the term of the loan, except (a) the liabilities of Borrowerto Bank, and (b) any other liabilities of Borrower existing as of, and disclosed to Bank prior to,the date hereof.”9. Section 5.5 is hereby deleted in its entirety, and the following substituted therefor:“SECTION 5.5. LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investmentsin any person or entity in excess of $5,000,000.00 during the term of the loan, except any of theforegoing existing as of, and disclosed to Bank prior to, the date hereof. This excludes currenttrading or investment for sale portfolio.”10. Section 5.7 is hereby deleted in its entirety, and the following substituted therefor:“SECTION 5.7 PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a securityinterest in, or lien upon, all or any portion of Borrower’s assets now owned or hereafter acquiredthat exceeds $5,000,000.00 in the aggregate during the term of the loan, except any of theforegoing in favor of Bank or which is existing as of, and disclosed to Bank in writing prior to,the date hereof. Borrower shall allow no person or entity a security interest in, or lien upon,its accounts receivable or inventory without prior written consent of Bank.”
 
 

 
11. In consideration of the changes set forth herein and as a condition to the effectivenesshereof, immediately upon signing this Amendment, Borrower shall pay to Bank a non-refundableamendment fee of $5,000.00.12. Except as specifically provided herein, all terms and conditions of the Credit Agreementremain in full force and effect, without waiver or modification. All terms defined in the CreditAgreement shall have the same meaning when used in this Amendment. This Amendment and the CreditAgreement shall be read together, as one document.13. Borrower hereby remakes all representations and warranties contained in the CreditAgreement and reaffirms all covenants set forth therein. Borrower further certifies that as of thedate of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor anycondition, act or event which with the giving of notice or the passage of time or both wouldconstitute any such Event of Default.IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the dayand year first written above.
      STARTEK, INC.