Networking Equipment Lease Agreement



 Exhibit 10.62 
  
 NETWORKING EQUIPMENT LEASE AGREEMENT 
  
 Among 
  
 Aegis BPO Services Ltd 
  
 And 
  
 Aegis Communications Group Inc. 
  
 And 
  
 SREI
Infrastructure Finance Limited 
  

 Page 1 of 24 








 TABLE OF CONTENTS 
  

					
	1.	  	DEFINITIONS & INTERPRETATION	  	4
			
	2.	  	LEASE AND TERM	  	6
			
	3.	  	LEASE RENTALS	  	6
			
	4.	  	OBLIGATIONs OF THE LESSOR and the LESSEE	  	6
			
	5.	  	ASSIGNMENT	  	9
			
	6.	  	EVENTS OF DEFAULT & TERMINATION	  	10
			
	7.	  	REPRESENTATION	  	11
			
	8.	  	INDEMNITY AND DAMAGES	  	12
			
	9.	  	GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION	  	13
			
	10.	  	MISCELLANEOUS	  	14
		
	SCHEDULE I: Definition	  	18
		
	SCHEDULE II: LEASE RENTALS	  	21
		
	SCHEDULE III: DETAILS OF LEASED ASSET	  	23
		
	SCHEDULE IV: FORMAT OF NOTICE	  	24

  

 Page 2 of 24 








 This Lease Agreement made this 18th day of August, 2005 
  
 Among 
  
 AEGIS BPO SERVICES LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Essar House, P.O. Box 7945, Mahalaxmi, Mumbai 400034 and
corporate office at 5th Floor, Beta Tower, No. 7, Whitefield Main Road, Sigma Soft-Tech Park, Bangalore-560066
(hereinafter referred to as “Lessor”, which expression shall unless excluded by the context or otherwise, include its successors and assigns) of the First Part. 
  
 -And- 
  
 AEGIS COMMUNICATIONS GROUP INC, a Delaware corporation incorporated under the laws of Delaware, having its corporate office at 8001 Bent Branch Drive, Irving, Texas
75063, USA (hereinafter referred to as “Lessee”, which expression shall unless excluded by the context or otherwise, include its successors and permitted assigns) of the Second Part. 
  
 -And- 
  
 SREI INFRASTRUCTURE FINANCE LIMITED (formerly SREI International Finance Limited), a company incorporated under the Companies Act, 1956
having its registered office at “VISWAKARMA”, 86C, Topsia Road (South), Kolkata -700 046 and its corporate branch office at “Ganga Jamuna Building”, 28/1, Shakespeare Sarani, Kolkata 700 017 (hereinafter referred to as
“SREI”, which expression shall, unless repugnant to the context or otherwise, include its successors and assigns) of the Third Part. 
  
 WHEREAS 
  

	 	1.	The Lessee is desirous of upgrading its IT infrastructure to create virtual contact delivery centers across North America, India and South America and has therefore approached the
Lessor to lease the Leased Asset. 

  

	 	2.	The Lessor has entered into a Purchase Agreement with the Manufacturer for purchase of the Leased Asset, which is financed by SREI pursuant to the Loan Agreement.


  

 Page 3 of 24 









	 	3.	The Lessor has decided to lease the Leased Asset, the Lessee has decided to take on lease and SREI confirms the lease subject to the terms and conditions contained hereinafter.


  
 NOW THIS LEASE AGREEMENT WITNESSETH THAT IN CONSIDERATION OF
MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN THE PARTIES HAVE AGREED AS FOLLOWS: 
  

	 	1.	DEFINITIONS & INTERPRETATION 

  

	 	1.1	Definition 

  

	 	a.	In this Lease Agreement (including the recitals above and the Schedule(s) hereto), except where the context otherwise requires, capitalized terms shall have the same meaning as
ascribed to in Schedule I. 

  

	 	1.2	Interpretation 

  

	 	a.	In this Lease Agreement, save where the context otherwise requires: - 

  

	 	i)	The singular includes the plural and vice versa; 

  

	 	ii)	A reference to a Section or a Clause is a reference to a Section or Clause in, or in the Schedule to this Lease Agreement; 

  

	 	iii)	The use of the word “including” followed by a specific example/s in this Lease Agreement, shall not be construed as limiting the meaning of the general wording preceding
it; 

  

	 	iv)	When any number of days is prescribed in any document, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day does not fall on a
Business Day, in which case the last day shall be the next succeeding day which is a Business Day; 

  

 Page 4 of 24 









	 	v)	Reference to a “party” is to a party to this Lease Agreement and reference to “parties” is, unless the context otherwise requires, a reference to the parties to
this Lease Agreement; 

  

	 	vi)	Reference to a party to this Lease Agreement shall include their respective successors, assignees or transferees (to the extent assignment or transfer is permitted under this Lease
Agreement); 

  

	 	vii)	References to any law, statute or rules shall include references to such law, statute or rules as may after the Lease Agreement Date be amended, supplemented or re-enacted from time
to time; 

  

	 	viii)	The rule of construction, if any, that a contract should be interpreted against the parties responsible for drafting and preparation thereof shall not apply;


  

	 	ix)	The Schedule(s) to this Lease Agreement shall be deemed to be incorporated in and form an integral part of this Lease Agreement; 

  

	 	x)	Reference to a “person” includes (as the context requires) an individual, proprietorship, partnership firm, company, body corporate, co-operative society, entity,
authority or any body, association or organization of individuals or persons whether incorporated or not; 

  

	 	xi)	Reference to any agreement, deed, document, instrument, rule, regulation, notification, statute or the like shall mean a reference to the same as may have been duly amended,
modified or replaced. For the avoidance of doubt, a document shall be construed as amended, modified or replaced only if such amendment, modification or replacement is executed in compliance with the provisions of such document(s); and


  

	 	xii)	Reference to any Clause, or Section shall mean a reference to a Clause, or Section of this Lease Agreement, unless specified otherwise. 

  

 Page 5 of 24 









	 	b.	Headings and the use of bold typeface is for the convenience of the reader only and shall not be used in any way for purposes of interpreting this Lease Agreement.


  

	 	2.	LEASE AND TERM 

  

	 	2.1	Lessor hereby lets on lease to the Lessee, the Lessee takes on lease from the Lessor from the Lease Agreement Date and SREI hereby confirms the lease of the Leased Asset, subject to
the terms and conditions of this Lease Agreement. 

  

	 	2.2	This Lease Agreement shall come into effect from the Lease Agreement Date and shall be in full force and effect for a period of 3 years 2 months (“Term”) from the
Lease Agreement Date, with an option to renew it for a further period in accordance with the terms and conditions as may be mutually agreed to by the parties, unless determined earlier. 

  

	 	3.	LEASE RENTALS 

  

	 	3.1	In consideration of the lease granted by the Lessor to the Lessee under Section 2.1, the Lessee shall pay the Lease Rentals in the manner specified in Schedule II into
an Escrow Account. 

  

	 	3.2	It is made abundantly clear that the Lessee shall make payment of Lease Rentals and any other payment to the Lessor under this Agreement only in INR and all the risks arising out of
foreign exchange rate fluctuations will be solely borne by the Lessee. 

  

	 	4.	OBLIGATIONS OF THE LESSOR AND THE LESSEE 

  

	 	4.1	Obligations of the Lessee 

  
 From the Lease Agreement Date, and at any time during the Term, the Lessee shall: - 
  

	 	a.	Pay punctually, in the manner and within the time specified in Schedule II, the Lease Rentals into the Escrow Account only and in no other account or place, subject to
Section 5.4. 

  

 Page 6 of 24 









	 	b.	Use the Leased Asset in accordance with the Manufacturer’s specification and in accordance with industry’s practices. 

  

	 	c.	Obtain all the Clearances as may be required under the Applicable Laws for installation and use of the Leased Asset. 

  

	 	d.	Obtain all the Clearances as may be required under the Applicable Laws for remittance of the Lease Rentals in accordance with Section 3 hereinabove. 


 

	 	e.	The Leased Asset shall remain exclusively charged in favor of SREI and the Lessee shall not create any lien charged in favour of any other person on the Leased Asset.


  

	 	f.	Ensure that all the provisions of the Applicable Laws in relation to creation of charge in favour of SREI to the extent it is applicable to the Lessee under the Applicable
Laws have been complied with. 

  

	 	g.	Pay and discharge all the expenses pertaining to stamp duty or registration charges, any other expenses by whatsoever name called, taxes and all other cess, duty, expenses, levies
pertaining to this Lease Agreement which are imposed in US . 

  

	 	h.	Insure the Leased Asset and the Premises in which the Leased Asset is installed against loss, fire, burglary, lightening, explosion, riot, strike, malicious damage, civil commotion,
storm, flood, construction risks and such other risks in form and substance by a USA insurance carrier acceptable to SREI. Lessee is not responsible to insure the Leased Asset while said Leased Asset is in transit to the Premises for installation by
the Lessor. Lessee has responsibility to insure Leased Asset in accordance with clause h hereinabove when the Leased Asset is on the Premises or in transit thereafter at the instance of the Lessee. 

  

 Page 7 of 24 









	 	i.	Ensure that SREI is named as an additional insured under the commercial general liability policy and as loss payee on the insurance policies taken out in accordance with clause h
hereinabove. An ACCORD insurance certificate evidencing Lessee’s insurance coverage for the perils set forth in clause h hereinabove shall be provided to the parties of this Lease Agreement upon request. NOTE: Please clarify the meaning of
Accord insurance certificate. 

  

	 	j.	Ensure that the resolutions if any as may be required under the Applicable Laws have been passed for obtaining lease of the Leased Asset. 

  

	 	k.	From the date of receipt of notice in writing from SREI under Section 5.4, pay the Lease Rentals in the Escrow Account or at such place as may be specified in the notice by
SREI. 

  

	 	l.	Shall not without the previous approval in writing of SREI, remove the Leased Asset from the Premises, which permission shall not be unreasonably withheld. 


 

	 	m.	Provide full and reasonable access to the Lessor and SREI to the Premises where the Leased Asset is installed. 

  

	 	n.	During the Term, maintain the Leased Asset in a good condition and undertake all the repairs, alteration/up gradation as may be required for this purpose. 


 
 It is made abundantly clear that the Lessee shall bear all the expenses
that may be incurred by it in fulfillment of the obligations as stated in Section 4.1 hereinabove, including but not limited to the obligation of maintaining the Leased Asset and carrying out repairs and alterations as stated in Clause 4.1 n
hereinabove. 
  

 Page 8 of 24 









	 	4.2	Obligations of the Lessor 

  

	 	a.	The Lessor shall bear all the expenses pertaining to stamp duty, registration charges, any other expenses, taxes, cess, duty, levies or any charges pertaining to this Lease
Agreement which are imposed in India. 

  

	 	b.	The Lessor shall be responsible for taking out a comprehensive insurance policy covering all the risks and in particular the risks as specified hereinabove, arising during transit
of the Leased Asset from the Manufacturer’s place to the Premises in form and substance acceptable to SREI from an insurance company approved by SREI. 

  

	 	4.3	It is made abundantly clear that the Lease Rentals specified in Schedule II is exclusive of any taxes, charges, cess, duty or any other amounts (other than the Lease Rentals
payable to the Lessor) as may be payable to any authority or person either in U.S. or in India. 

  

	 	5.	ASSIGNMENT 

  

	 	5.1	Notwithstanding anything to the contrary, the Lessee shall not sell, dispose of, encumber, mortgage, charge, sub-let or transfer in any manner whatsoever the Leased Asset to any
third party, without obtaining the prior approval in writing of the Lessor and SREI. 

  

	 	5.2	The Lessee shall not sell, assign, or transfer its rights and obligations arising under this Lease Agreement to any third party without the prior written consent of the Lessor and
SREI. Notwithstanding the foregoing, the Lessee may with SREI’s prior written permission, which shall not be unreasonably withheld, assign this Lease Agreement to an entity that buys all or substantially all of the assets of the Lessee.


  

	 	5.3	The Lessor shall not sell, assign, or transfer its rights, title, interest and benefit arising under this Lease Agreement to any third party without the prior written consent of
SREI. Provided, that this Section shall not be applicable to SREI in the event of its acquiring all rights, title and benefits of the Lessor pursuant to the provisions of automatic assignment under Section 5.4. 

  

 Page 9 of 24 









	 	5.4	In the event of default by the Lessor under the Loan Agreement, all the rights, title, interest and benefits accruing in favour of the Lessor, under the Lease Agreement, including
but not limited to the right to receive Lease Rentals shall from the date of default stand automatically assigned to and vest in SREI without any further act. SREI shall upon such default by the Lessor, issue a notice to the Lessee with a copy
marked to the Lessor, in the form specified in Schedule IV, intimating the Lessee about the default and on and from the date of receipt of such notice by the Lessee, the Lessee shall continue to keep making payment of the Lease Rentals in the
Escrow Account or at such other place as SREI may specify in the notice. 

  

	 	6.	EVENTS OF DEFAULT & TERMINATION 

  

	 	6.1	Events of Default by Lessee: 

  

	 	a)	If the Lessee fails to pay the Lease Rentals in accordance with Section 3 of this Lease Agreement. 

  

	 	b)	If the Lessee fails to fulfill its obligations in accordance with Section 4.1. 

  

	 	c)	If the Lessee commits a breach of any of the covenants or representations or warranties made under this Lease Agreement, and fails to cure such breach within thirty (30) days
after Lessee’s receiving written notice thereof. 

  

	 	6.2	Events of Default by the Lessor 

  

	 	a)	If the Lessor commits a material breach of any of the covenants or representations or warranties made under this Lease Agreement and fails to cure such breach within thirty
(30) days after receiving written notice thereof. 

  

 Page 10 of 24 









	 	6.3	Termination 

  

	 	a)	This Lease Agreement shall not be terminable during the Term. However, the Lease Agreement may be terminated by either party on the happening of any of the Event of Default as
specified in Section 6.1 and Section 6.2, after obtaining the prior written approval of SREI. 

  

	 	b)	Upon termination under Section 6.3(a) hereinabove, the Lessee shall within thirty (30) days from the Termination Date deliver possession of the Leased Asset to SREI or to
such person as SREI may direct. 

  

	 	7.	REPRESENTATION 

  

	 	7.1	Each party represents and warrants to the other that -: 

  

	 	a.	It has all necessary power and authority to enter into this Lease Agreement and to perform all of the obligations to be performed by it under this Lease Agreement. This Lease
Agreement has been duly and validly authorized, executed and delivered by it and constitutes its valid and binding obligation which is enforceable in accordance with its terms. 

  

	 	b.	The execution and delivery of this Lease Agreement and the performance of its obligations hereunder will not (i) conflict with or result in the breach of the terms of any other
contract or commitment to which it is a party or by which it is bound, (ii) violate its memorandum of association, articles of association or bye-laws, or any other equivalent organizational document, (iii) conflict with or require any
consent or approval under any judgment, order, writ, decree, permit or license to which it is a party or by which it is bound or (iv) require the consent or approval of any other party to any contract, instrument or commitment to which it is a
party or by which it is bound. 

  

	 	c.	 There are no actions, suits or proceedings existing, pending or, to its knowledge, threatened against or affecting it before any court, arbitrator or 



  

 Page 11 of 24 









	 	 
governmental or administrative body or agency that affect the validity or enforceability of this Lease Agreement or that would affect its ability to perform
its obligations hereunder. 


  

	 	7.2	Without prejudice to the generality of the aforesaid, the Lessee represents and warrants that: - 

  

	 	a.	The Leased Asset conforms to and meets the requirement of the Lessee. 

  

	 	b.	The Lessee has obtained all applicable consents and approvals prior to or on the Agreement Date and no further Clearances are required in connection with: -


  

	 	i.	The execution, delivery and performance of this Lease Agreement; and 

  

	 	ii.	The legality, validity, binding effect or enforceability hereof. 

  

	 	c.	It is not in arrears of any public demands such as income tax, service tax, or any other taxes or statutory dues payable to the relevant authority. 

  

	 	d.	All authorisations as are necessary for execution of the Lease Agreement for and on its behalf are in full force and effect. 

  

	 	7.3	The Lessor represents that leasing does not constitute the primary business of the Lessor and that the income derived by way of Lease Rentals pursuant to this Lease Agreement does
not constitute the main source of income and is in addition to the income derived by it from its core business being, business process operations. 

  


	 	8.	INDEMNITY AND DAMAGES 

  

	 	8.1	The Lessee indemnifies the Lessor against all losses arising 

  

	 	a.	From failure of the Lessee to use the Leased Asset in the manner as stated in Section 4.1b hereinabove. 

  

	 	b.	In the event any of the representation or warranty made by the Lessee in Section 7 is false in material particulars. 

  

 Page 12 of 24 









	 	c.	From failure of the Lessee to fulfill its obligations as stated in Section 4.1 hereinabove. 

  

	 	8.2	The Lessor shall indemnify SREI against all the losses arising consequent to Section 8.1a to 8.1c hereinabove which depreciates or adversely affects the value of the Leased
Asset being security for the Loan. 

  

	 	9.	GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION 

  

	 	9.1	This Lease Agreement is governed by and is to be construed in accordance with the laws of India. 

  

	 	9.2	All the Lease Rentals are payable by the Lessee to the Lessor into the Escrow Account in Kolkata, India. Therefore, the courts at either Kolkata or Mumbai, India, shall have
exclusive jurisdiction with respect to any dispute arising from this Lease Agreement. 

  

	 	9.3	Any disputes or differences arising out of or in relation to this Lease Agreement shall be at the first instance settled expeditiously and fairly by the parties hereto. In the event
of the parties not being able to resolve the same, any such disputes or differences shall be referred to the sole arbitration of an arbitrator appointed by, and agreed to, by all the parties, in accordance with the provisions of The Arbitration and
Conciliation Act, 1996. In the event the parties are unable to agree on the appointment of a sole arbitrator, the arbitrator shall be appointed by the Chief Justice of the High Court of Calcutta. Provided, however that neither the Lessor nor the
Lessee can file an application for interim measure under section 9 of The Arbitration and Conciliation Act, 1996 or under any other section or any other law for the time being in force, before any court of law or tribunal, without obtaining the
prior permission in writing of SREI. 

  

 Page 13 of 24 









	 	10.	MISCELLANEOUS 

  

	 	10.1	Notice: All notices required and permitted under the provisions of this Lease Agreement or by law to be served upon or to be given to a party hereto by any other party hereto
shall be in English language and shall be deemed duly served or given: 

  

	 	(i)	on the date of service, if sent by facsimile transmission with appropriate confirmation of receipt or by email; or 

  

	 	(ii)	on the 7th day after service, if sent by an
internationally recognized courier and addressed as follows:- 

  

					
	 If to the Lessor:
 Aegis BPO Services Ltd
	  	 If to the Lessee:
 Aegis Communications Group
Inc.
	  	 If to SREI:
 SREI Infrastructure Finance
Limited

			
	 Attention: Mr. Surendra Agarwal
 Facsimile No: 022-24954490
 Email: surendra@essar.com
	  	 Attention: Mr. Kent Van Houten
 and Mr. Hough Marshall,
Legal
 Facsimile No: 972.868.0218
 Email Id:
VanHoutK@aegiscomgroup.com;
	  	 Attention: Mr. Chandrashekhar Damle
 Facsimile No:
022.24973709
 Email Id: Shekhard@srei.com


  

 Page 14 of 24 









	 	10.2	Severability: If any provision of this Lease Agreement is found to be illegal, invalid or unenforceable, then such provision shall be severed from this Lease Agreement and
the remaining provisions of this Lease Agreement will continue in full force and effect and operate as if the severed provision had not been included. 

  

	 	10.3	Amendments/Modifications: This Lease Agreement, together with the Schedule hereto, contains the entire agreement between the parties and supersedes any prior or inconsistent
agreements, negotiations, representations and promises, written or oral. No modification to this Lease Agreement shall be binding unless agreed to in writing by the parties hereto. 

  

	 	10.4	Waiver: Any delay, inability, omission or failure of any party to exercise any of its rights under this Lease Agreement shall not affect or impair or be deemed to be a waiver
of its rights under this Lease Agreement and neither shall it be deemed to affect or impair its rights with respect to any continuing or subsequent default of the other party of the same or different nature under this Lease Agreement.


  

	 	10.5	Surviving Clauses: Notwithstanding the expiry of the Term or termination of this Lease Agreement, Sections 5 to 9 and this Section 10 shall remain valid and enforceable
and the parties shall be bound by these sections. 

  

	 	10.6	Time of Essence: Any date or period as set out in any Clause or Section of this Lease Agreement may be extended with the written consent of all the parties hereto, failing
which time shall be of the essence. 

  

	 	10.7	Separate and Independent Rights: Each of the rights of the parties hereto under this Lease Agreement are independent, cumulative and without prejudice to all other rights
available to them, the exercise or non-exercise of any such rights shall not prejudice or constitute a waiver of any other right of the parties hereto, whether under this Lease Agreement or otherwise. 

  

 Page 15 of 24 









	 	10.8	Counterparts: This Lease Agreement may be executed in any number of documents or counterparts, each in the like form and all of which when taken together shall constitute one
and the same document, and any party may execute this Lease Agreement by signing any one or more of such documents or counterparts. 

  
 IN WITNESS HEREOF THE PARTIES HERETO HAVE EXECUTED THIS LEASE AGREEMENT, THE DAY, THE MONTH AND THE YEAR HEREINABOVE WRITTEN. 
  

					
	Common Seal of Aegis BPO Services, Ltd. has	 	 )
	 	[impress of Common Seal]
	pursuant to the resolution of its Board of	 	)	 	 
	Directors passed in that behalf on	 	)	 	 
	the 15th day of July, 2005 hereunto been
affixed	 	)	 	 
	in the presence of	 	)	 	 
	 	 	)	 	 
			
	Mr Rajiv Agarwal, Director)	 	 	 	/s/ Rajiv Agarwal
	                     Director	 	 	 	 
	and Mr Surendra Agarwal
                            	 	)	 	 
			
	  	 	 	 	/s/ Surendra Agarwal
	 	 	 	 	Authorised Signatory

  
 Aegis Communications Group, Inc.

  
 By the hand of Kannan Ramasamy, President and Chief Executive Officer, on
1 September 2005, who is the only authorised signatory for Aegis. 
  
 Corporate Seal of Aegis Communications Group, Inc.: (Affix Seal Hereunder) 
  

	
	 
	
	/s/ Kannan Ramasamy
	Authorised Signatory
	[impress of Aegis’ corporate seal]


  

 Page 16 of 24 









					
	SIGNED AND DELIVERED BY)	 	 	 	 
	                                     by the
hand	 	 )
	 	 
			
	of Chandrashekhar Damle	 	 )
	 	/s/ Chandrashekhar Damle
	duly authorised signatory for SREI.	 	 	 	Authorised Signatory


	

  

 Page 17 of 24 








 SCHEDULE I: DEFINITION 
  

			
		
	 “ACORD”
	  	Means a US organization that standardizes insurance forms in the US insurance industry. For example, applications for insurance policies and certificates of insurance for Property and
Casualty lines that evidence any insurance the Insured may have for Loss Payees or Additional Insureds are all standardized by ACORD in the US.
		
	 “ACORD Insurance Certificate”
	  	Means the US insurance industry standard insurance certificate as issued on an ACORD insurance certificate form on which an Insured’s insurance levels, policies’ numbers and
insurance carriers are set forth and given to any Loss Payee(s) or Additional Insured(s) named thereon.
		
	 “Applicable Laws”
	  	Shall mean the laws of the country in which the Leased Asset is installed.
		
	 “Business Day”
	  	Means the day, comprising of normal working hours, in which scheduled banks conduct business operations in Kolkata, India.
		
	 “Clause”
	  	Shall mean a clause in this Lease Agreement.
		
	 “Clearances”
	  	Shall mean all the consents, approvals, licenses, permissions, authorisations, required to be obtained from the government or any other authority under the Applicable Laws.
		
	 “Escrow Account”
	  	Shall mean the bank account into which the Lease Rentals shall be paid by the Lessee pursuant to an arrangement entered into, inter alia, by SREI with such bank and the Lessor, the details
whereof shall be communicated in writing by SREI to the Lessee.

  

 Page 18 of 24 









			
		
	 “Event of Default”
	  	Shall mean the event of default specified in Section 6.
		
	 “INR”
	  	Shall mean Indian rupees.
		
	 “Lease Agreement”
	  	Shall mean, this Agreement along with the Schedules.
		
	 “Lease Agreement Date”
	  	Shall mean the 8th day of August, 2005.
		
	 “Leased Asset”
	  	Shall mean the leased asset as more fully described in Schedule III.
		
	 “Lease Rentals”
	  	Shall mean the lease rentals specified in Schedule II. 
		
	 “Loan Agreement”
	  	Shall mean the Loan Agreement dated 18th day of August,
2005 entered into between the Lessor and SREI for finance by SREI of the purchase of the Leased Asset by the Lessor.
		
	 “Loan”
	  	Shall mean the loan granted by SREI to the Lessor pursuant to the Loan Agreement.
		
	 “Manufacturer”
	  	Shall mean the person from whom the Leased Asset is purchased by the Lessor.
		
	 “Premises”
	  	Shall mean the office of the Lessee located at 8001 Bent Branch Drive, Irving, Texas, 75063, USA and: 501 Wilson Lane, Elkins, West Virginia, 26241, USA; Fairhills Plaza, 609 Bellview,
Building 1A, Fairmont, West Virginia, 26554, USA; 1110 East 7th, Suite 100, Joplin, MO, 64801, USA; 10011 South US
Hwy. 1, Port St. Lucie, Florida, 34952, USA; and 4251 Enterprise Way, Sierra Vista, Arizona, 85635, USA.
		
	 “Purchase Agreement”
	  	Shall mean the purchase agreement entered into between the Lessor, the Manufacturer and SREI for purchase of the Leased Asset by the Lessor from the Manufacturer.

  

 Page 19 of 24 









			
		
	 “Schedule”
	  	Shall mean a schedule to this Agreement.
		
	 “Section”
	  	Shall mean a section in this Agreement.
		
	 “Term”
	  	Shall have the meaning ascribed to it in Section 2.2.
		
	 “Termination Date”
	  	Shall mean the date on which this Lease Agreement is terminated or expires as per the terms of this Lease Agreement.

  

 Page 20 of 24 








 SCHEDULE II: LEASE RENTALS 
  

			
	 Date

	  	Amount (in INR)


	 Oct 1, 2005
	  	5,630,500
	 Nov 1, 2005
	  	5,630,500
	 Dec 1, 2005
	  	5,630,500
	 Jan 1, 2006
	  	5,630,500
	 Feb 1, 2006
	  	5,630,500
	 Mar 1, 2006
	  	5,630,500
	 Apr 1, 2006
	  	5,630,500
	 May 1, 2006
	  	5,630,500
	 June 1, 2006
	  	5,630,500
	 July 1, 2006
	  	5,630,500
	 Aug 1, 2006
	  	5,630,500
	 Sep 1, 2006
	  	5,630,500
	 Oct 1, 2006
	  	5,630,500
	 Nov 1, 2006
	  	5,630,500
	 Dec 1, 2006
	  	5,630,500
	 Jan 1, 2007
	  	5,630,500
	 Feb 1, 2007
	  	5,630,500
	 Mar 1, 2007
	  	5,630,500
	 Apr 1, 2007
	  	5,630,500
	 May 1, 2007
	  	5,630,500
	 June 1, 2007
	  	5,630,500
	 July 1, 2007
	  	5,630,500
	 Aug 1, 2007
	  	5,630,500
	 Sep 1, 2007
	  	5,630,500
	 Oct 1, 2007
	  	5,630,500
	 Nov 1, 2007
	  	5,630,500
	 Dec 1, 2007
	  	5,630,500
	 Jan 1, 2008
	  	5,630,500
	 Feb 1, 2008
	  	5,630,500

  

 Page 21 of 24 









			
	 Mar 1, 2008
	  	5,630,500
	 Apr 1, 2008
	  	5,630,500
	 May 1, 2008
	  	5,630,500
	 June 1, 2008
	  	5,630,500
	 July 1, 2008
	  	5,630,500
	 Aug 1, 2008
	  	5,630,500
	 Sep 1, 2008
	  	5,630,500

  

 Page 22 of 24 








 SCHEDULE III: DETAILS OF LEASED ASSET 
  
 The estimated total (aggregate) Cost of Leased assets is approximately $4 million and as of the Lease Agreement date, the orders set forth
below have been firmed up :- 
  

							
	 Sr.
 No.

	  	 Vendor Name

	  	 Equipment Description

	  	Amount
(USD)


	 1
	  	FarmStead Telephone Group Inc.	  	Avaya VOIP S8700 CMS 3.0	  	1,297,413
	 2
	  	FarmStead Telephone Group Inc.	  	Extreme Network Switches	  	258,915
	 3
	  	Computer Software Alliance Inc.	  	IBM P5/ 570 database server and Informix	  	234,983
	 4
	  	3D Networks Pte Ltd.	  	Verint Digital Recording	  	535,000
	 5
	  	FarmStead Telephone Group Inc	  	Avaya CMS 3.0 Install	  	114,836
	 6
	  	FarmStead Telephone Group Inc.	  	Cabling	  	231,997
	 7
	  	Redington Distribution Pte Ltd.	  	EMC Storage	  	124,500
	 	  	 	  	 	  	

	 	  	Total	  	 	  	2,797,644
	 	  	 	  	 	  	


  
 Note : Orders for Servers, Computers,
Routers and Other Assets, estimate of which is set forth below :- 
  

			
	 Routers
	  	USD 200,000
	 Computers, Desktops
	  	USD 400,000
	 Others
	  	USD 602,356

  
 All the Leased Assets shall be
installed at the Premises. 
  

 Page 23 of 24 








 SCHEDULE IV: FORMAT OF NOTICE 
  
 Date: [·] 
  
 Aegis Communications Group Inc. 
 8001 Bent Branch Drive, 
 Irving, 
 Texas 75063 
  
 Dear Sir, 
  

	Re:	Notice under Section 5.4 of the Lease Agreement 

  
 Please be informed that the Lessor has defaulted in terms of the Loan Agreement consequent to which the entire Loan has become due and payable by the Lessor to SREI
forthwith. We have already issued a notice to the Lessor recalling the Loan. 
  
 In terms of Section 5.4 of the Lease Agreement, all the rights, title, interest and benefit of the Lessor stand automatically assigned to and vested in favour of SREI on and from the date of this notice mentioned above. We therefore
request you [to continue to make payment of the Lease Rentals into the Escrow Account / to make payments into (insert alternate account details) on and from the date of receipt of this notice].1 
  
 This notice shall become effective from the date specified in the notice. 
  
 Capitalised terms mentioned herein shall have the same meaning as ascribed to them in the Lease Agreement. 
  
 Yours faithfully, 
  
 For Srei Infrastructure Finance Limited 

	
	
	  
	Authorised Signatory



	1	Srei to retain whichever applicable 

  

 Page 24 of 24