**Exhibit10.10**

 

**BUSINESS LOAN AGREEMENT**

 
| **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**                 |

 

**THIS BUSINESS LOAN AGREEMENT dated August 1,2010, is made and executed between STARTEK, INC.; STARTEK USA, INC. andSTARTEK CANADA SERVICES, LTD. (“Borrower”) and UMB BANK COLORADO,n.a.  (“Lender”) on the following termsand conditions.  Borrower has receivedprior commercial loans from Lender or has applied to Lender for a commercialloan or loans or other financial accommodations, including those which may bedescribed on any exhibit or schedule attached to this Agreement. Borrowerunderstands and agrees that: (A) in granting, renewing, or extending anyLoan, Lender is relying upon Borrower’s representations, warranties, andagreements as set forth in this Agreement; (B) the granting, renewing, orextending of any Loan by Lender at all times shall be subject to Lender’s solejudgment and discretion; and (C) all such Loans shall be and remainsubject to the terms and conditions of this Agreement.**

 

**TERM.**This Agreement shall be effective as of August 1,2010and shall continue in full force and effect until such time as all of Borrower’sLoans in favor of Lender have been paid in full, including principal, interest,costs, expenses, attorneys’ fees, and other fees and charges, or until suchtime as the parties may agree in writing to terminate this Agreement.

 

**LINE OF CREDIT.**Lender agrees to make Advances toBorrower and issue Letters of Credit at Borrower’s request from time to timefrom the date of this Agreement to the Expiration Date, provided the aggregateamount of such Advances outstanding plus Letter of Credit Outstandings at anytime does not exceed the Borrowing Base. Within the foregoing limits, Borrowermay borrow, partially or wholly prepay, and reborrow under this Agreement asfollows: 

 

**Conditions Precedent to EachAdvance/Letter of Credit.**Lender’s obligation to make any Advance to or for theaccount of Borrower under this Agreement is subject to the following conditionsprecedent, with all documents, instruments, opinions, reports, and other itemsrequired under this Agreement to be in form and substance satisfactory toLender:

 

(1)   Lender shall have received evidence that thisAgreement and all Related Documents have been duly authorized, executed, anddelivered by Borrower to Lender.

 

(2)   Lender shall have received such documents asLender may request.

 

(3)   The security interests in the Collateralshall have been duly authorized, created, and perfected with first lienpriority and shall be in full force and effect.

 

(4)   Lender, at its option and for its solebenefit, shall have conducted an audit of Borrower’s Accounts, books, records,and operations, and Lender shall be satisfied as to their condition.

 

(5)   Borrower shall have paid to Lender all fees,costs, and expenses specified in this Agreement and the Related Documents asare then due and payable.

 

(6)   There shall not exist at the time of anyAdvance or the issuance of any Letter of Credit a condition which wouldconstitute an Event of Default under this Agreement, and Borrower shall havedelivered to Lender the compliance certificate called for in the paragraphbelow titled “Compliance Certificate.” 

 

(7)   Any Letter of Credit must expire no laterthan the business day immediately preceding the Maturity Date.

 

**Making Loan Advances.**Advances under this credit facility, aswell as directions for payment from Borrower’s accounts, may be requestedorally or in writing by authorized persons. Lender may, but need not, requirethat all oral requests be confirmed in writing. Each Advance shall beconclusively deemed to have been made at the request of and for the benefit ofBorrower (1) when credited to any deposit account of Borrower maintainedwith Lender or (2) when advanced in accordance with the instructions of anauthorized person. Lender, at its option, may set a cutoff time, after whichall requests for Advances will be treated as having been requested on the nextsucceeding Business Day.

 

**Issuance of Letters of Credit.**Letters of Credit may be issued from timeto time hereunder upon Borrower’s delivery to Lender of an application thereforin form and substance acceptable to Lender in its sole discretion no later thanseven (7) days prior to the date on which Borrower requests the issuanceof a letter of Credit.

 

**Mandatory Loan Repayments.**If at any time the aggregate principalamount of the outstanding Advances and the Letter of Credit Outstandings shallexceed the applicable Borrowing Base, Borrower, immediately upon written ororal notice from Lender, shall pay to Lender an amount equal to the differencebetween (i) the aggregate outstanding principal balance of the Advancesand the Letter of Credit Outstandings and (ii) the Borrowing Base. On theExpiration Date, Borrower shall pay to Lender in full the aggregate unpaidprincipal amount of all Advances and Letter of Credit Outstandings thenoutstanding and all accrued unpaid interest, together with all other applicablefees, costs and charges, if any, not yet paid. Borrower further agrees toimmediately pay Lender in immediately available funds for any payment ordisbursement made by Lender under any Letter of Credit which has been issuedfor Borrower’s account.

 

**Loan Account.**Lender shall maintain on its books arecord of account in which Lender shall make entries for each Advance and suchother debits and credits as shall be appropriate in connection with the creditfacility. Lender shall provide Borrower with periodic statements of Borrower’saccount, which statements shall be considered to be correct and conclusivelybinding on Borrower unless Borrower notifies Lender to the contrary withinthirty (30) days after Borrower’s receipt of any such statement which Borrowerdeems to be incorrect.

 

**COLLATERAL.**To secure payment of the Primary CreditFacility and performance of all other Loans, obligations and duties owed byBorrower to Lender, Borrower (and others, if required) shall grant to LenderSecurity Interests in such property and assets as Lender may require. Lender’sSecurity Interests in the Collateral shall be continuing liens and shallinclude the proceeds and products of the Collateral, including withoutlimitation the proceeds of any insurance. With respect to the Collateral,Borrower agrees and represents and warrants to Lender:

 

**Perfection of Security Interests.**Borrower agrees to execute all documentsperfecting Lender’s Security Interest and to take whatever actions arerequested by Lender to perfect and continue Lender’s Security Interests in theCollateral. Upon request of Lender, Borrower will deliver to Lender any and allof the documents evidencing or constituting the Collateral, and Borrower willnote Lender’s interest upon any and all chattel paper and instruments if notdelivered to Lender for possession by Lender. Contemporaneous with theexecution of this Agreement, Borrower will execute one or more UCC financingstatements and any similar statements as may be required by applicable law, andLender will file such financing statements and all such similar statements inthe appropriate location or locations. Borrower hereby appoints Lender as itsirrevocable attorney -in-fact for the purpose of executing any documentsnecessary to perfect or to continue any Security Interest. Lender may at anytime, and without further authorization from Borrower, file a carbon,photograph, facsimile, or other reproduction of any financing statement for useas a financing statement. Borrower will reimburse Lender for all expenses forthe perfection, termination, and the continuation of the perfection of Lender’ssecurity interest in the Collateral. Borrower promptly will notify Lenderbefore any change in Borrower’s name including any change to the assumedbusiness names of Borrower. Borrower also promptly will notify Lender beforeany change in Borrower’s Social Security Number or Employer IdentificationNumber. Borrower further agrees to notify Lender in writing prior to any changein address or location of Borrower’s principal governance office or should Borrowermerge or consolidate with any other entity.

 

**Collateral Records.**Borrower does now, and at all timeshereafter shall, keep correct and accurate records of the Collateral, all ofwhich records shall be available to Lender or Lender’s representative upondemand for inspection and copying at any reasonable time. With respect to theAccounts, Borrower agrees to keep and maintain such records as Lender mayrequire, including without limitation information concerning Eligible Accountsand Account balances and agings. Records related to Accounts (Receivables) areor will be located at above business address. The above is an accurate and

 

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complete list of all locations at which Borrower keepsor maintains business records concerning Borrower’s collateral.

 

**Collateral Schedules.** Concurrently with the execution and delivery of this Agreement, Borrowershall execute and deliver to Lender schedules of Accounts and schedules ofEligible Accounts in form and substance satisfactory to the Lender. Thereaftersupplemental schedules shall be delivered according to the following schedule:With respect to Eligible Accounts, schedules shall be delivered within 30 daysafter each Month.

 

**Representations and WarrantiesConcerning Accounts.**  With respect to the Accounts, Borrowerrepresents and warrants to Lender: (1) Each Account represented byBorrower to be an Eligible Account for purposes of this Agreement conforms tothe requirements of the definition of an Eligible Account; (2) All Accountinformation listed on schedules delivered to Lender will be true and correct,subject to immaterial variance; and (3) Lender, its assigns, or agentsshall have the right at any time following reasonable advance notice and atBorrower’s expense to inspect, examine, and audit Borrower’s records and toconfirm with Account Debtors the accuracy of such Accounts.

 

**CONDITIONS PRECEDENT TO EACH ADVANCE.**Lender’sobligation to make the initial Advance and each subsequent Advance under thisAgreement shall be subject to the fulfillment to Lender’s satisfaction of allof the conditions set forth in this Agreement and in the Related Documents.

 

**Loan Documents.**Borrower shall provide to Lender thefollowing documents for the Loan: (1) the Note; (2) SecurityAgreements granting to Lender security interests in the Collateral; (3) financingstatements and all other documents perfecting Lender’s Security Interests; (4) evidenceof insurance as required below; (5) together with all such RelatedDocuments as Lender may require for the Loan; all in form and substancesatisfactory to Lender and Lender’s counsel.

 

**Borrower’s Authorization.**Borrower shall have provided in form andsubstance satisfactory to Lender properly certified resolutions, dulyauthorizing the execution and delivery of this Agreement, the Note and theRelated Documents.  In addition, Borrowershall have provided such other resolutions, authorizations, documents andinstruments as Lender or its counsel, may require.

 

**Fees and Expenses Under ThisAgreement.**Borrowershall have paid to Lender all fees, costs, and expenses specified in thisAgreement and the Related Documents as are then due and payable.

 

**Representations and Warranties.**The representations and warranties setforth in this Agreement, in the Related Documents, and in any document orcertificate delivered to Lender under this Agreement are true and correct inall material respects.

 

**No Event of Default.**There shall not exist at the time of anyAdvance a condition which would constitute an Event of Default under thisAgreement or under any Related Document.

 

**MULTIPLE BORROWERS.**This Agreement has been executed bymultiple obligors who are referred to in this Agreement individually,collectively and interchangeably as “Borrower.” Unless specifically stated tothe contrary, the word “Borrower” as used in this Agreement, including withoutlimitation all representations, warranties and covenants, shall include allBorrowers. Borrower understands and agrees that, with or without notice to anyone Borrower, Lender may (A) make one or more additional secured orunsecured loans or otherwise extend additional credit with respect to any otherBorrower; (B) with respect to any other Borrower alter, compromise, renew,extend, accelerate, or otherwise change one or more times the time for paymentor other terms of any indebtedness, including increases and decreases of therate of interest on the indebtedness; (C) exchange, enforce, waive,subordinate, fail or decide not to perfect, and release any security, with orwithout the substitution of new collateral; (D) release, substitute, agreenot to sue, or deal with any one or more of Borrower’s or any other Borrower’ssureties, endorsers, or other guarantors on any terms or in any manner Lendermay choose; (E) determine how, when and what application of payments andcredits shall be made on any indebtedness; (F) apply such security anddirect the order or manner of sale of any Collateral, including withoutlimitation, any non-judicial sale permitted by the terms of the controllingsecurity agreement or deed of trust, as Lender in its discretion may determine;(G) sell, transfer, assign or grant participations in all or any part of theLoan; (H) exercise or refrain from exercising any rights against Borroweror others, or otherwise act or refrain from acting; (I) settle orcompromise any indebtedness; and (J) subordinate the payment of all or anypart of any of Borrower’s indebtedness to Lender to the payment of anyliabilities which may be due Lender or others.

 

**REPRESENTATIONS AND WARRANTIES.** Borrower represents and warrants to Lender, as of the date of thisAgreement, as of the date of each disbursement of loan proceeds, as of the dateof any renewal, extension or modification of any Loan, and at all times anyIndebtedness exists:

 

**Organization.**STARTEK, INC. is a corporation forprofit which is, and at all times shall be, duly organized, validly existing,and in good standing under and by virtue of the laws of the State of Delaware.STARTEK, INC. is duly authorized to transact business in all other statesin which STARTEK, INC. is doing business, having obtained all necessaryfilings, governmental licenses and approvals for each state in which STARTEK, INC.is doing business except where the failure to do so would not have a materialadverse effect on its business or financial condition. Specifically, STARTEK, INC..is, and at all times shall be, duly qualified as a foreign corporation in allstates in which the failure to so qualify would have a material adverse effecton its business or financial condition. STARTEK, INC. has the full powerand authority to own its properties and to transact the business in which it ispresently engaged or presently proposes to engage. STARTEK, INC. maintainsan office at 44 COOK ST., SUITE 400, DENVER, CO 80206. Unless STARTEK, INC.has designated otherwise in writing, the principal office is the office atwhich STARTEK, INC. keeps its books and records including its recordsconcerning the Collateral. STARTEK, INC. will notify Lender prior to anychange in the location of STARTEK, INC.’s state of organization or anychange in STARTEK, INC.’s name. STARTEK, INC. shall do all thingsnecessary to preserve and to keep in full force and effect its existence,rights and privileges, and shall comply in all material respects with allregulations, rules, ordinances, statutes, orders and decrees of anygovernmental or quasi -governmental authority or court applicable to STARTEK, INC.and STARTEK, INC.’s business activities.

 

STARTEK USA, INC. is a corporation for profitwhich is, and at all times shall be, duly organized, validly existing, and ingood standing under and by virtue of the laws of the State of Colorado. STARTEKUSA, INC. is duly authorized to transact business in all other states inwhich STARTEK USA, INC. is doing business, having obtained all necessaryfilings, governmental licenses and approvals for each state in which STARTEKUSA, INC. is doing business except where the failure to do so would nothave a material adverse effect on its business or financial condition.Specifically, STARTEK USA, INC. is, and at all times shall be, dulyqualified as a foreign corporation in all states in which the failure to soqualify would have a material adverse effect on its business or financialcondition. STARTEK USA, INC. has the full power and authority to own itsproperties and to transact the business in which it is presently engaged orpresently proposes to engage. STARTEK USA, INC. maintains an office at 44COOK ST., 4TH FLOOR, DENVER, CO 80206. Unless STARTEK USA, INC. has designatedotherwise in writing, the principal office is the office at which STARTEK USA, INC.keeps its books and records including its records concerning the Collateral.STARTEK USA, INC. will notify Lender prior to any change in the locationof STARTEK USA, INC.’s state of organization or any change in STARTEK USA, INC.’sname. STARTEK USA, INC. shall do all things necessary to preserve and tokeep in full force and effect its existence, rights and privileges, and shallcomply in all material respects with all regulations, rules, ordinances,statutes, orders and decrees of any governmental or quasi-governmentalauthority or court applicable to STARTEK USA, INC. and STARTEK USA, INC.’sbusiness activities.

 

STARTEK CANADA SERVICES, LTD. is a limitedcompany for profit which is, and at all times shall be, duly organized, validlyexisting, and in good standing under and by virtue of the laws of the Provinceof Nova Scotia. STARTEK CANADA SERVICES, LTD. is duly authorized to transactbusiness in all other provinces or jurisdictions in which STARTEK CANADASERVICES, LTD. is doing business, having obtained all necessary filings,governmental licenses and approvals for each province or jurisdiction in whichSTARTEK CANADA SERVICES, LTD. is doing business except where the failureto do so would not have a material adverse effect on its business or financialcondition. Specifically, STARTEK CANADA SERVICES, LTD. is, and at alltimes shall be, duly qualified as a foreign corporation in all provinces andjurisdictions in which the failure to so qualify would have a material adverseeffect on its business or financial condition. STARTEK CANADA SERVICES, LTD.has the full power and authority to own its properties and to transact thebusiness in which it is presently engaged or presently proposes to engage.STARTEK CANADA SERVICES, LTD. maintains an office at 44 COOK ST., SUITE400, DENVER, CO 80206. Unless STARTEK CANADA SERVICES, LTD. has designatedotherwise in writing, the principal office is the office at which STARTEK CANADASERVICES, LTD. keeps its books and records including its recordsconcerning the Collateral.  STARTEKCANADA SERVICES, LTD. will notify Lender prior to any change in thelocation of STARTEK CANADA SERVICES, LTD.’s province of organization orany change in STARTEK CANADA SERVICES, LTD.’s name. STARTEK CANADASERVICES, LTD. shall do all things necessary to preserve and to keep in fullforce and effect its existence, rights and privileges, and shall comply in allmaterial respects with all regulations, rules, ordinances, statutes, orders anddecrees of any governmental or quasi-governmental authority or court applicableto STARTEK CANADA SERVICES, LTD. and STARTEK CANADA SERVICES, LTD.’sbusiness activities.

 

**Assumed Business Names.**Borrower has filed or recorded alldocuments or filings required by law relating to all assumed business namesused by Borrower. Excluding the name of Borrower, the following is a completelist of all assumed business names under which Borrower does business:  **None.**

 

**Authorization.**Borrower’s execution, delivery, andperformance of this Agreement and all the Related Documents have been dulyauthorized by all necessary action by Borrower and do not conflict with, resultin a violation of, or constitute a default under (1) any provision of (a) Borrower’sarticles of incorporation or organization, or bylaws, or (b) any agreementor other instrument binding upon Borrower or (2) any law, governmentalregulation, court decree, or order applicable to Borrower or to Borrower’sproperties except with respect to any violations or defaults which would notresult in a material adverse effect on Borrower’s properties, business orfinancial condition.

 

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**Financial Information.**Each of Borrower’s financial statementssupplied to Lender present fairly in all material respects Borrower’s financialcondition as of the date of the statement, and there has been no materialadverse change in Borrower’s financial condition subsequent to the date of themost recent financial statement supplied to Lender. Borrower has no materialcontingent obligations except as disclosed in such financial statements.

 

**Legal Effect.**This Agreement constitutes, and anyinstrument or agreement Borrower is required to give under this Agreement whendelivered will constitute legal, valid, and binding obligations of Borrowerenforceable against Borrower in accordance with their respective terms.

 

**Properties.**Except as contemplated by this Agreementor as previously disclosed in Borrower’s financial statements or in writing toLender and as accepted by Lender, and except for property tax liens for taxesnot presently due and payable, Borrower owns and has good title to all ofBorrower’s owned properties free and clear of all Security Interests, and hasnot executed any security documents or financing statements relating to suchproperties. All of Borrower’s properties are titled in Borrower’s legal name,and Borrower has not used or filed a financing statement under any other namefor at least the last five (5) years.

 

**Hazardous Substances.** Except as disclosed to and acknowledged by Lender in writing, Borrowerrepresents and warrants that to its knowledge: (1) During the period ofBorrower’s ownership of the Collateral, there has been no use, generation,manufacture, storage, treatment, disposal, release or threatened release of anyHazardous Substance by any person on, under, about or from any of theCollateral. (2) Borrower has no knowledge of, or reason to believe thatthere has been (a) any breach or violation of any Environmental Laws; (b) anyuse, generation, manufacture, storage, treatment, disposal, release orthreatened release of any Hazardous Substance on, under, about or from theCollateral by any prior owners or occupants of any of the Collateral; or (c) anyactual or threatened litigation or claims of any kind by any person relating tosuch matters. (3) Neither Borrower nor any tenant, contractor, agent orother authorized user of any of the Collateral shall use, generate,manufacture, store, treat, dispose of or release any Hazardous Substance on,under, about or from any of the Collateral; and any such activity shall beconducted in material compliance with all applicable federal, state, and locallaws, regulations, and ordinances, including without limitation all EnvironmentalLaws. Borrower authorizes Lender and its agents to enter upon the Collateral tomake such inspections and tests as Lender may deem appropriate to determinecompliance of the Collateral with this section of the Agreement. Anyinspections or tests made by Lender shall be at Borrower’s expense and forLender’s purposes only and shall not be construed to create any responsibilityor liability on the part of Lender to Borrower or to any other person. Therepresentations and warranties contained herein are based on Borrower’s duediligence in investigating the Collateral for hazardous waste and HazardousSubstances. Borrower hereby (1) releases and waives any future claimsagainst Lender for indemnity or contribution in the event Borrower becomesliable for cleanup or other costs under any such laws, and (2) agrees toindemnify, defend, and hold harmless Lender against any and all claims, losses,liabilities, damages, penalties, and expenses which Lender may directly orindirectly sustain or suffer resulting from a breach of this section of theAgreement or as a consequence of any use, generation, manufacture, storage,disposal, release or threatened release of a hazardous waste or substance onthe Collateral. The provisions of this section of the Agreement, including theobligation to indemnify and defend, shall survive the payment of theIndebtedness and the termination, expiration or satisfaction of this Agreementand shall not be affected by Lender’s acquisition of any interest in any of theCollateral, whether by foreclosure or otherwise.

 

**Litigation and Claims.**No material litigation, claim,investigation, administrative proceeding or similar action (including those forunpaid taxes) against Borrower is pending or to its knowledge threatened, andno other event has occurred which may materially adversely affect Borrower’sfinancial condition or properties, other than litigation, claims, or otherevents, if any, that have been disclosed to and acknowledged by Lender inwriting.

 

**Taxes.**To the best of Borrower’s knowledge, allof Borrower’s tax returns and reports that are or were required to be filed,have been filed, and all taxes, assessments and other governmental charges havebeen paid in full, except those presently being or to be contested by Borrowerin good faith in the ordinary course of business and for which adequatereserves have been provided.

 

**Lien Priority.** Unless otherwise previously disclosed to Lender in writing, Borrower hasnot entered into or granted any Security Agreements, or permitted the filing orattachment of any Security Interests on or affecting any of the Collateraldirectly or indirectly securing repayment of Borrower’s Loan and Note, thatwould be prior or that may in any way be superior to Lender’s SecurityInterests and rights in and to such Collateral.

 

**Binding Effect.**This Agreement, the Note, all SecurityAgreements (if any), and all Related Documents are binding upon the signersthereof, as well as upon their successors, representatives and assigns, and arelegally enforceable in accordance with their respective terms.

 

**AFFIRMATIVE COVENANTS.**Borrower covenants and agrees with Lenderthat, so long as this Agreement remains in effect, Borrower will:

 

**Notices of Claims and Litigation.**Promptly inform Lender in writing of (1) allmaterial adverse changes in Borrower’s financial condition, and (2) allexisting and all threatened litigation, claims, investigations, administrativeproceedings or similar actions affecting Borrower or any Guarantor which couldmaterially affect the financial condition of Borrower or the financialcondition of any Guarantor.

 

**Financial Records.**Maintain its books and records inaccordance with GAAP, applied on a consistent basis, and permit Lender toexamine and audit Borrower’s books and records at all reasonable times.

 

**Financial Statements.**Furnish Lender with the following:

 

**Annual Statements.**As soon as available, but in no eventlater than ninety (90) days after the end of each fiscal year, Borrower’sbalance sheet and income statement for the year ended, audited by a certifiedpublic accountant satisfactory to Lender.

 

**Interim Statements.**As soon as available, but in no eventlater than forty-five (45) days after the end of each month, Borrower’s balancesheet and profit and loss statement for the period ended, prepared by Borrower.

 

All financial reports required to be provided underthis Agreement shall be prepared in accordance with GAAP, applied on aconsistent basis, and certified by Borrower as being true and correct.

 

**Additional Information.**Furnish such additional information andstatements, as Lender may reasonably request from time to time.

 

**Additional Requirements.**  RATIOOF TOTAL LIABILITIES TO TANGIBLE NET WORTH. At all times while any Loans are outstanding or made available under theNote hereunder and until all Loans of the Borrower hereunder are paid in full,this ratio will never exceed 1.0 to 1.0. This is calculated as follows: [TotalLiabilities] divided by [Tangible Net Worth].

 

TANGIBLE NET WORTH.  At all timeswhile any Loans are outstanding or made available under the Note hereunder anduntil all Loans to the Borrower hereunder are paid in full, the Borrower willmaintain a Tangible Net Worth, of not less than $100,000,000.00. Tangible NetWorth is defined as Book Net Worth minus any and all intangibles, includinggoodwill.

 

LIQUIDITY REQUIREMENT.  Maintainunencumbered liquid assets of $10,000,000.00, measured on the last day of eachfiscal quarter. Liquid assets are defined as cash, certificate of deposits, andmarketable securities.

 

CASH FLOW COVERAGE RATIO.  Atall times while any Loans are outstanding or made available under the Notehereunder and until all Loans of the Borrower hereunder are paid in full, theBorrower will maintain a Cash Flow Coverage ratio measured on the last day eachfiscal quarter for the twelve month period then ending, of not less than 1.50to 1.00. This ratio is calculated as follows: [Net Income, minus dividends,plus depreciation, plus interest expense] divided by [interest expense pluscurrent portion of long term debt].

 

**Insurance.**Maintain fire and other risk insurance,public liability insurance, and such other insurance as Lender may reasonablyrequire with respect to Borrower’s properties and operations, in form, amounts,coverages and with insurance companies reasonably acceptable to Lender.Borrower, upon request of Lender, will deliver to Lender from time to time thepolicies or certificates of insurance in form satisfactory to Lender, includingstipulations that coverages will not be cancelled or diminished without atleast thirty (30) days prior written notice to Lender. Each insurance policyalso shall include an endorsement providing that coverage in favor of Lenderwill not be impaired in any way by any act, omission or default of Borrower orany other person. In connection with all policies covering assets in whichLender holds or is offered a security interest for the Loans, Borrower willprovide Lender with such lender’s loss payable or other endorsements as Lendermay require.

 

**Insurance Reports.**Furnish to Lender, upon request ofLender, reports on each existing insurance policy showing such information asLender may reasonably request, including without limitation the following: (1) thename of the insurer; (2) the risks insured; (3) the amount of thepolicy; (4) the properties insured; (5) the then current propertyvalues on the basis of which insurance has been obtained, and the manner ofdetermining those values; and (6) the expiration date of the policy.

 

**Other Agreements.**Comply in all material respects with allterms and conditions of all other material agreements, whether now or hereafterexisting, between Borrower and any other party and notify Lender immediately inwriting of any material default in connection with any other such materialagreements.

 

**Loan Fees, Charges and Expenses.**In addition to all other agreed uponfees, charges, and expenses, pay the following:**UNUSED FEE. Borrower shall pay to Lender a fee equal to 25 basispoints per annum multiplied by the average daily amount by which the RevolvingCredit**

 

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**Maximum Amount exceeds the sum of theoutstanding principal balance of the Revolving Credit Loans. The Commitment Feeshall be payable quarterly in arrears on September 30, 2010 and on thelast day of each quarter thereafter.**

 

**Loan Proceeds.**Use all Loan proceeds solely for Borrower’sbusiness operations and, provided that Borrower is in compliance with thefinancial covenants in this Agreement, for the purchase of call centers, unlessspecifically consented to the contrary by Lender in writing.

 

**Taxes, Charges and Liens.**Pay and discharge when due all of itsindebtedness and obligations, including without limitation all assessments,taxes, governmental charges, levies and liens, of every kind and nature, imposedupon Borrower or its properties, income, or profits, prior to the date on whichpenalties would attach, and all lawful claims that, if unpaid, might become alien or charge upon any of Borrower’s properties, income, or profits. Providedhowever, Borrower will not be required to pay and discharge any suchassessment, tax, charge, levy, lien or claim so long as (1) the legalityof the same shall be contested in good faith by appropriate proceedings, and (2) Borrowershall have established on Borrower’s books adequate reserves with respect tosuch contested assessment, tax, charge, levy, lien, or claim in accordance withGAAP.

 

**Performance.** Perform and comply, in a timely manner, with all terms, conditions, andprovisions set forth in this Agreement, in the Related Documents, and in allother instruments and agreements between Borrower and Lender. Borrower shallnotify Lender immediately in writing of any material default in connection withany agreement.

 

**Operations.**Maintain executive and management personnelwith substantially the same qualifications and experience as the presentexecutive and management personnel; conduct its business affairs in areasonable and prudent manner.

 

**Environmental Studies.**Promptly conduct and complete, atBorrower’s expense, all such investigations, studies, samplings and testings asmay be reasonably requested by Lender or any governmental authority relative toany substance, or any waste or by-product of any substance defined as toxic ora hazardous substance under applicable federal, state, or local law, rule,regulation, order or directive, at or affecting any property or any facilityowned, leased or used by Borrower.

 

**Compliance with GovernmentalRequirements.**Complyin all material respects with all laws, ordinances, and regulations, now orhereafter in effect, of all governmental authorities applicable from time totime to the conduct of Borrower’s properties, businesses and operations, and tothe use or occupancy of the Collateral, including without limitation, the AmericansWith Disabilities Act. Borrower may contest in good faith any such law,ordinance, or regulation and withhold compliance during any proceeding,including appropriate appeals, so long as Borrower has notified Lender inwriting prior to doing so and so long as, in Lender’s sole opinion, Lender’sinterests in the Collateral are not jeopardized. In such event, Lender mayrequire Borrower to post adequate security or a surety bond, reasonablysatisfactory to Lender, to protect Lender’s interest.

 

**Inspection.**Permit employees or agents of Lender atany reasonable time to inspect any and all Collateral for the Loan or Loans andBorrower’s other properties and to examine or audit Borrower’s books, accounts,and records and to make copies and memoranda of Borrower’s books, accounts, andrecords. If Borrower now or at any time hereafter maintains any records(including without limitation computer generated records and computer softwareprograms for the generation of such records) in the possession of a third party,Borrower, upon request of Lender, shall notify such party to permit Lender freeaccess to such records at all reasonable times and to provide Lender withcopies of any records it may request, all at Borrower’s expense.

 

**Compliance Certificates.**Unless waived in writing by Lender,provide Lender within forty-five (45) days after the end of each fiscalquarter, with a certificate executed by Borrower’s chief financial officer, orother officer or person acceptable to Lender, certifying that the representationsand warranties set forth in this Agreement are true and correct in all materialrespects as of the date of the certificate and further certifying that, as ofthe date of the certificate, no Event of Default exists under this Agreement.

 

**Environmental Compliance and Reports.**Borrower shallcomply in all material respects with any and all Environmental Laws; not causeor permit to exist, as a result of an intentional or unintentional action oromission on Borrower’s part or on the part of any third party, on propertyowned and/o r occupied by Borrower, any environmental activity where damage mayresult to the environment, unless such environmental activity is pursuant toand in compliance with the conditions of a permit issued by the appropriatefederal, state or local governmental authorities; shall furnish to Lenderpromptly and in any event within thirty (30) days after receipt thereof a copyof any notice, summons, lien, citation, directive, letter or othercommunication from any governmental agency or instrumentality concerning anyintentional or unintentional action or omission on Borrower’s part inconnection with any environmental activity whether or not there is damage tothe environment and/or other natural resources.

 

**Additional Assurances.**Make, execute and deliver to Lender suchpromissory notes, mortgages, deeds of trust, security agreements, assignments,financing statements, instruments, documents and other agreements as Lender orits attorneys may reasonably request to evidence and secure the Loans and toperfect all Security Interests.

 

**LENDER’S EXPENDITURES.**If any action or proceeding is commencedthat would materially affect Lender’s interest in the Collateral or if Borrowerfails to comply with any provision of this Agreement or any Related Documents,including but not limited to Borrower’s failure to discharge or pay when dueany amounts Borrower is required to discharge or pay under this Agreement orany Related Documents, Lender on Borrower’s behalf may (but shall not beobligated to) take any action that Lender deems appropriate, including but notlimited to discharging or paying all taxes, liens, security interests,encumbrances and other claims, at any time levied or placed on any Collateraland paying all costs for insuring, maintaining and preserving any Collateral.All such expenditures incurred or paid by Lender for such purposes will thenbear interest at the rate charged under the Note from the date incurred or paidby Lender to the date of repayment by Borrower. All such expenses will become apart of the Indebtedness and, at Lender’s option, will (A) be payable ondemand; (B) be added to the balance of the Note and be apportioned amongand be payable with any installment payments to become due during either (1) theterm of any applicable insurance policy; or (2) the remaining term of theNote; or (C) be treated as a balloon payment which will be due and payableat the Note’s maturity.

 

**CESSATION OF ADVANCES.**If Lender has made any commitment to makeany Loan to Borrower, whether under this Agreement or under any otheragreement, Lender shall have no obligation to make Loan Advances or to disburseLoan proceeds if: (A) an Event of Default has occurred under the terms ofthis Agreement or any of the Related Documents or any other agreement thatBorrower or any Guarantor has with Lender; (B)  Borrower or any Guarantordies, becomes incompetent or becomes insolvent, files a petition in bankruptcyor similar proceedings, or is adjudged a bankrupt; (C) there occurs amaterial adverse change in Borrower’s financial condition, in the financialcondition of any Guarantor, or in the value of any Collateral securing anyLoan; or (D) any Guarantor seeks, claims or otherwise attempts to limit,modify or revoke such Guarantor’s guaranty of the Loan or any other loan withLender.

 

**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.

 

**DEFAULT.**Each of the following shall constitute anEvent of Default under this Agreement:

 

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

 

**Other Defaults.**Borrower fails to comply with or toperform any other term, obligation, covenant or condition contained in thisAgreement or in any of the Related Documents or to comply with or to performany term, 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 statement made or furnished to Lender byBorrower or on Borrower’s behalf under this Agreement or the Related Documentsis false or misleading in any material respect, either now or at the time madeor furnished or becomes false or misleading at any time thereafter.

 

**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.

 

**Defective Collateralization.**This Agreement or any of the RelatedDocuments ceases to be in full force and effect (including failure of anycollateral document to create a valid and perfected security interest or lien)at any time and for any reason if such defect has not been cured following theexpiration of thirty (30) days after notice by Lender to Borrower.

 

**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

 

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a garnishment of any of Borrower’s accounts, includingdeposit accounts, with Lender. However, this Event of Default shall not applyif 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 ownerof more than fifty percent (50%) of the common stock of Borrower.

 

**Adverse Change.**A material adverse change occurs inBorrower’s financial condition, or Lender reasonably believes the prospect ofpayment or performance of the Loan is materially impaired.

 

**EFFECT OF AN EVENT OF DEFAULT.**If any Event of Default shall occur,except where otherwise provided in this Agreement or the Related Documents, allcommitments and obligations of Lender under this Agreement or the RelatedDocuments or any other agreement immediately will terminate (including anyobligation to make further Loan Advances or disbursements), and, at Lender’soption, all Indebtedness immediately will become due and payable, all withoutnotice of any kind to Borrower, except that in the case of an Event of Defaultof the type described in the “Insolvency” subsection above, such accelerationshall be automatic and not optional. In addition, Lender shall have all therights and remedies provided in the Related Documents or available at law, inequity, or otherwise. Except as may be prohibited by applicable law, all ofLender’s rights and remedies shall be cumulative and may be exercisedsingularly or concurrently. Election by Lender to pursue any remedy shall notexclude pursuit of any other remedy, and an election to make expenditures or totake action to perform an obligation of Borrower or of any Grantor shall notaffect Lender’s right to declare a default and to exercise its rights andremedies.

 

**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.**

 

**INSURANCE.** Maintain fire and other risk insurance,public liability insurance, and such other insurance as Lender may require withrespect to Borrower’s properties and operations, in form amounts, coverage andwith insurance companies acceptable to Lender.

 

**ADDITIONAL TERMS.****Lenderagrees to make Advances to Borrower from time to time from the date of thisAgreement to the Expiration Date, provided that the aggregate amount of suchAdvances outstanding at any time does not exceed the Borrowing Base andprovided further that each and every advance made under this Agreement shall beat Lender’s sole discretion, Lender having made no commitment to make any suchAdvances.**.

 

**MISCELLANEOUS PROVISIONS.**The following miscellaneous provisionsare a part of this Agreement:

 

**Amendments.**This Agreement, together with any RelatedDocuments, constitutes the entire understanding and agreement of the parties asto the matters set forth in this Agreement. No alteration of or amendment tothis Agreement shall be effective unless given in writing and signed by theparty or parties sought to be charged or bound by the alteration or amendment.

 

**Attorneys’ Fees; Expenses.**Borrower agrees to pay upon demand all ofLender’s reasonable costs and expenses, including Lender’s attorneys’ fees andLender’s legal expenses, incurred in connection with the enforcement of thisAgreement. Lender may hire or pay someone else to help enforce this Agreement,and Borrower shall pay the reasonable costs and expenses of such enforcement.Costs and expenses include Lender’s attorneys’ fees and legal expenses whetheror not there is a lawsuit, including attorneys’ fees and legal expenses forbankruptcy proceedings (including efforts to modify or vacate any automaticstay or injunction), appeals, and any anticipated post-judgment collectionservices. Borrower also shall pay all court costs and such additional fees asmay be directed by the court.

 

**Caption Headings.** Caption headings in this Agreement are for convenience purposes only andare not to be used to interpret or define the provisions of this Agreement.

 

**Consent to Loan Participation.**Borrower agrees and consents to Lender’ssale or transfer, whether now or later, of one or more participation interestsin the Loan to one or more purchasers that are affiliates of Lender. Lender mayprovide, without any limitation whatsoever, to any one or more of suchpurchasers, or potential purchasers, any information or knowledge Lender mayhave about Borrower or about any other matter relating to the Loan, andBorrower hereby waives any rights to privacy Borrower may have with respect tosuch matters. Borrower additionally waives any and all notices of sale ofparticipation interests to Lender’s affiliates, as well as all notices of anyrepurchase of such participation interests. Borrower also agrees that thepurchasers of any such participation interests will be considered as theabsolute owners of such interests in the Loan and will have all the rightsgranted under the participation agreement or agreements governing the sale ofsuch participation interests. Borrower further waives all rights of offset orcounterclaim that it may have now or later against Lender or against any suchpurchaser of such a participation interest and unconditionally agrees thateither Lender or such purchaser may enforce Borrower’s obligation under theLoan irrespective of the failure or insolvency of any holder of any interest inthe Loan. Borrower further agrees that the purchaser of any such participationinterests may enforce its interests irrespective of any personal claims ordefenses that Borrower may have against Lender.

 

**Governing Law. This Agreement 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 Agreement has been accepted by Lender in theState of 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.

 

**Joint and Several Liability.**All obligations of Borrower under thisAgreement shall be joint and several, and all references to Borrower shall meaneach and every Borrower. This means that each Borrower signing below isresponsible for all obligations in this Agreement. Where any one or more of theparties is a corporation, partnership, limited liability company or similarentity, it is not necessary for Lender to inquire into the powers of any of theofficers, directors, partners, members, or other agents acting or purporting toact on the entity’s behalf, and any obligations made or created in relianceupon the professed exercise of such powers shall be guaranteed under thisAgreement.

 

**No Waiver by Lender.**Lender shall not be deemed to have waivedany rights under this Agreement unless such waiver is given in writing andsigned by Lender. No delay or omission on the part of Lender in exercising anyright shall operate as a waiver of such right or any other right. A waiver byLender of a provision of this Agreement shall not prejudice or constitute awaiver of Lender’s right otherwise to demand strict compliance with thatprovision or any other provision of this Agreement. No prior waiver by Lender,nor any course of dealing between Lender and Borrower, or between Lender andany Grantor, shall constitute a waiver of any of Lender’s rights or of any ofBorrower’s or any Grantor’s obligations as to any future transactions. Wheneverthe consent of Lender is required under this Agreement, the granting of suchconsent by Lender in any instance shall not constitute continuing consent tosubsequent instances where such consent is required and in all cases suchconsent may be granted or withheld in the sole discretion of Lender.

 

**Notices.**Any notice required to be given underthis Agreement shall be given in writing, and shall be effective when actuallydelivered, when actually received by telefacsimile (unless otherwise requiredby law), when deposited with a nationally recognized overnight courier, or, ifmailed, when deposited in the United States mail, as first class, certified orregistered mail postage prepaid, directed to the addresses shown near thebeginning of this Agreement. Any party may change its address for notices underthis Agreement by giving formal written notice to the other parties, specifyingthat the purpose of the notice is to change the party’s address. For noticepurposes, Borrower agrees to keep Lender informed at all times of Borrower’scurrent address. Unless otherwise provided or required by law, if there is morethan one Borrower, any notice given by Lender to any Borrower is deemed to benotice given to all Borrowers.

 

**Severability.**If a court of competent jurisdictionfinds any provision of this Agreement to be illegal, invalid, or unenforceableas to any person or circumstance, that finding shall not make the offendingprovision illegal, invalid, or unenforceable as to any other person orcircumstance. If feasible, the offending provision shall be considered modifiedso that it becomes legal, valid and enforceable. If the offending provisioncannot be so modified, it shall be considered deleted from this Agreement.Unless otherwise required by law, the illegality, invalidity, orunenforceability of any provision of this Agreement shall not affect thelegality, validity or enforceability of any other provision of this Agreement.

 

**Subsidiaries and Affiliates ofBorrower.**To theextent the context of any provisions of this Agreement makes it appropriate,including without limitation any representation, warranty or covenant, the word“Borrower” as used in this Agreement shall include all of Borrower’ssubsidiaries and affiliates. Notwithstanding the foregoing however, under nocircumstances shall this Agreement be construed to require Lender to make anyLoan or other financial accommodation to any of Borrower’s subsidiaries oraffiliates.

 

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**Successors and Assigns.**All covenants and agreements by or onbehalf of Borrower contained in this Agreement or any Related Documents shallbind Borrower’s successors and assigns and shall inure to the benefit of Lenderand its successors and assigns. Borrower shall not, however, have the right toassign Borrower’s rights under this Agreement or any interest therein, withoutthe prior written consent of Lender.

 

**Survival of Representations andWarranties.**  Borrower understands and agrees that inextending Loan Advances, Lender is relying on all representations, warranties,and covenants made by Borrower in this Agreement or in any certificate or otherinstrument delivered by Borrower to Lender under this Agreement or the RelatedDocuments. Borrower further agrees that regardless of any investigation made byLender, all such representations, warranties and covenants will survive theextension of Loan Advances and delivery to Lender of the Related Documents,shall be continuing in nature, shall be deemed made and redated by Borrower atthe time each Loan Advance is made, and shall remain in full force and effectuntil such time as Borrower’s Indebtedness shall be paid in full, or until thisAgreement shall be terminated in the manner provided above, whichever is thelast to occur.

 

**Time is of the Essence.**Time is of the essence in the performanceof this Agreement.

 

**Waive Jury. All parties to thisAgreement hereby waive the right to any jury trial in any action, proceeding,or counterclaim brought by any party against any other party.**

 

**DEFINITIONS.**The following capitalized words and termsshall have the following meanings when used in this Agreement. Unlessspecifically stated to the contrary, all references to dollar amounts shallmean amounts in lawful money of the United States of America. Words and termsused in the singular shall include the plural, and the plural shall include thesingular, as the context may require. Words and terms not otherwise defined inthis Agreement shall have the meanings attributed to such terms in the UniformCommercial Code. Accounting words and terms not otherwise defined in thisAgreement shall have the meanings assigned to them in accordance with generallyaccepted accounting principles as in effect on the date of this Agreement:

 

**Account.**The word “Account” means a trade account,account receivable, other receivable, or other right to payment for goods soldor services rendered owing to Borrower (or to a third party grantor acceptableto Lender).

 

**Account Debtor.**The words “Account Debtor” mean theperson or entity obligated upon an Account.

 

**Advance.**The word “Advance” means a disbursementof Loan funds made, or to be made, to Borrower or on Borrower’s behalf underthe terms and conditions of this Agreement.

 

**Agreement.**The word “Agreement” means this BusinessLoan Agreement, as this Business Loan Agreement may be amended or modified fromtime to time, together with all exhibits and schedules attached to thisBusiness Loan Agreement from time to time.

 

**Borrower.** The word “Borrower” means STARTEK, INC.; STARTEK USA, INC. andSTARTEK CANADA SERVICES, LTD. and includes all co-signers and co-makerssigning the Note and all their successors and assigns.

 

**Borrowing Base.**The words “Borrowing Base” meandetermined by Lender from time to time, the lesser of (1) $15,000,000.00or (2) 80.00% of the aggregate amount of Eligible Accounts minus any outstandingLETTERS OF CREDIT (not to exceed in corresponding Loan amount based on EligibleAccounts $15,000,000.00) .

 

**Business Day.**The words “Business Day” mean a day onwhich commercial banks are open in the State of Colorado.

 

**Collateral.**The word “Collateral” means all propertyand assets granted as collateral security for a Loan, whether real or personalproperty, whether granted directly or indirectly, whether granted now or in thefuture, and whether granted in the form of a security interest, mortgage,collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattelmortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipmenttrust, conditional sale, trust receipt, lien, charge, lien or title retentioncontract, lease or consignment intended as a security device, or any othersecurity or lien interest whatsoever, whether created by law, contract, orotherwise. The word Collateral also includes without limitation all collateraldescribed in the Collateral section of this Agreement.

 

**Eligible Accounts.** The words “Eligible Accounts” mean at any time, all of Borrower’sAccounts which contain selling terms and conditions acceptable to Lender. Thenet amount of any Eligible Account against which Borrower may borrow shallexclude all returns, discounts, credits, and offsets of any nature. Unlessotherwise agreed to by Lender in writing, Eligible Accounts do not include: 

 

(1) Accounts with respect to which the AccountDebtor is employee or agent of Borrower.

 

(2) Accounts with respect to which the AccountDebtor is a subsidiary of, or affiliated with Borrower or its shareholders,officers, or directors.

 

(3) Accounts with respect to which goods areplaced on consignment, guaranteed sale, or other terms by reason of which the paymentby the Account Debtor may be conditional.

 

(4) Accounts with respect to which the AccountDebtor is not a resident of the United States, except to the extent suchAccounts are supported by insurance, bonds or other assurances satisfactory toLender.

 

(5) Accounts with respect to which Borrower is ormay become liable to the Account Debtor for goods sold or services rendered bythe Account Debtor to Borrower.

 

(6) Accounts which are subject to dispute,counterclaim, or setoff but only to the extent thereof.

 

(7) Accounts with respect to which the goods havenot been shipped or delivered, or the services have not been rendered, to theAccount Debtor.

 

(8) Accounts with respect to which Lender, in itsreasonable discretion, deems the creditworthiness or financial condition of theAccount Debtor to be unsatisfactory.

 

(9) Accounts of any Account Debtor who has filedor has had filed against it a petition in bankruptcy or an application forrelief under any provision of any state or federal bankruptcy, insolvency, ordebtor-in-relief acts; or who has had appointed a trustee, custodian, orreceiver for the assets of such Account Debtor; or who has made an assignmentfor the benefit of creditors or has become insolvent or fails generally to payits debts (including its payrolls) as such debts become due.

 

(10) Accounts which have not been paid in fullwithin **ninety (90) days**from theinvoice date.

 

**Environmental Laws.**The words “Environmental Laws” mean anyand all state, federal and local statutes, regulations and ordinances relatingto the protection of human health or the environment, including withoutlimitation the Comprehensive Environmental Response, Compensation, andLiability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”),the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499(“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801,et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901,et seq., or other applicable state or federal laws, rules, or regulationsadopted pursuant thereto.

 

**Event of Default.**The words “Event of Default” mean any ofthe events of default set forth in this Agreement in the Default section ofthis Agreement. 

 

**Expiration Date.**The words “Expiration Date” mean the dateof termination of Lender’s commitment to lend under this Agreement.

 

**GAAP.**The word “GAAP” means generally accepted accountingprinciples.

 

**Grantor.**The word “Grantor” means each and all ofthe persons or entities granting a Security Interest in any Collateral for theLoan, including without limitation all Borrowers granting such a SecurityInterest.

 

**Guarantor.**The word “Guarantor” means any guarantor,surety, or accommodation party of any or all of the Loan.

 

**Guaranty.**The word “Guaranty” means the guarantyfrom Guarantor to Lender, including without limitation a guaranty of all orpart of the Note.

 

**Hazardous Substances.**The words “Hazardous Substances” meanmaterials that, because of their quantity, concentration or physical, chemical orinfectious characteristics, may cause or pose a present or potential hazard tohuman health or the environment when improperly used, treated, stored, disposedof, generated, manufactured, transported or otherwise handled. The words “HazardousSubstances” are used in their very broadest sense and include withoutlimitation any and all hazardous or toxic substances, materials or waste asdefined by or listed under the Environmental Laws. The term “HazardousSubstances” also includes, without limitation, petroleum and petroleumby-products or any fraction thereof and asbestos. 

 

**Indebtedness.**The word “Indebtedness” means theindebtedness evidenced by the Note or Related Documents, including allprincipal and interest together with all other indebtedness and costs andexpenses for which Grantor is responsible under this Agreement or under any ofthe Related Documents and (a) the payment of Grantor’s obligations(whether joint, several or otherwise) to Lender as evidenced by any other note(s) orother

 

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evidence of indebtedness executed by such Grantor andall amendments, modifications, renewals, extensions and substitutions thereofand all subsequent notes of greater or lesser amounts payable or assigned toLender; (b) the performance of each Debtor’s obligations under thissecurity agreement (“Agreement”); and (c) the payment of any and all otherindebtedness, direct or indirect, mature or unmatured or contingent, joint orseveral now or hereafter owed to Secured Party by each Debtor, including(without limitation) indebtedness unrelated or dissimilar to any indebtednessin existence or contemplated by any Debtor at the time this Agreement wasexecuted or at the time such indebtedness is incurred.

 

**Lender.**The word “Lender” means UMB BANKCOLORADO, n.a., its successors and assigns.

 

**Letter of Credit.**The words “Letter of Credit” mean one ormore irrevocable standby letters of credit issued by Lender for the account ofBorrower in such form as may be approved by Lender in support of obligations ofBorrower that are permitted to exist under the terms of this Agreement.

 

**Letter of Credit Outstandings.**The words “Letter of Credit Outstandings”mean, at any time, the sum of, without duplication, (i) the aggregate Stated Amountof all Letters of Credit *plus* (ii) theaggregate amount of all Unpaid Drawings in respect of all Letters of Credit.

 

**Loan.**The word “Loan” means any and all loans and financialaccommodations from Lender to Borrower whether now or hereafter existing, andhowever evidenced, including without limitation those loans and financialaccommodations described herein or described on any exhibit or scheduleattached to this Agreement from time to time.

 

**Note.**  The word “Note”means the Note executed by STARTEK, INC.; STARTEK USA, INC. andSTARTEK CANADA SERVICES, LTD. in the principal amount of $15,000,000.00dated August 1, 2010, together with all renewals of, extensions of,modifications of, refinancings of, consolidations of, and substitutions for thenote or credit agreement.

 

**Primary Credit Facility.**The words “Primary Credit Facility” meanthe credit facility described in the Line of Credit section of this Agreement.

 

**Related Documents.**The words “Related Documents” mean allpromissory notes, credit agreements, loan agreements, environmental agreements,guaranties, security agreements, mortgages, deeds of trust, security deeds,collateral mortgages, and all other instruments, agreements and documents,whether now or hereafter existing, executed in connection with the Loan.

 

**Security Agreement.**The words “Security Agreement” mean andinclude without limitation any agreements, promises, covenants, arrangements,understandings or other agreements, whether created by law, contract, orotherwise, evidencing, governing, representing, or creating a Security Interest.

 

**Security Interest.**The words “Security Interest” mean,without limitation, any and all types of collateral security, present andfuture, whether in the form of a lien, charge, encumbrance, mortgage, deed oftrust, security deed, assignment, pledge, crop pledge, chattel mortgage,collateral chattel mortgage, chattel trust, factor’s lien, equipment trust,conditional sale, trust receipt, lien or title retention contract, lease orconsignment intended as a security device, or any other security or lieninterest whatsoever whether created by law, contract, or otherwise.

 

**Stated Amount.**The words “Stated Amount” of each Letterof Credit mean, at any time, the maximum amount available to be drawnthereunder (regardless of whether any condition for drawing could be met).

 

**Unpaid Drawings.**The words “Unpaid Drawings” mean anypayment or disbursement made by Lender under any Letter of Credit which hasbeen issued for Borrower’s account which has not been reimbursed.

 

**BORROWER ACKNOWLEDGES HAVING READ ALLTHE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT (ASSET BASED) AND BORROWERAGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT (ASSET BASED) IS DATED August 1,2010.**

 

**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.**          |
| ** **                                           |                         | ** **                                      |
| ** **                                           |                         | ** **                                      |
| **LENDER:**                                          |                         |                                            |
| ** **                                           |                         |                                            |
|                                                 |                         |                                            |
| **UMB BANK COLORADO, N.A.**                          |                         |                                            |
| **By:**                                              | **/S/ John Mastro**          |                                            |   |
| **Authorized Signer**                                |                         |                                            |

 

LASER PRO Lending, Ver.5.44.00.002 Copr. Harland Financial Solutions, Inc. 1997, 2009. All RightsReserved. - CO S:\A PPS\hfs\CFI\LPL\C40.FC TR-62141 PR-63 (M)

 

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