Exhibit 10.7
THIS FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. THIS
FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTE HAS BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND NEITHER THIS FOURTH
AMENDED AND RESTATED SECURED PROMISSORY NOTE NOR ANY INTEREST HEREIN MAY BE SOLD
OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND
QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR
APPLICABLE EXEMPTIONS THEREFROM.
THIS FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTE IS SUBJECT TO THE TERMS
OF AN INTERCREDITOR AND SUBORDINATION AGREEMENT, DATED AS OF JANUARY 26, 2004
AND REFERRED TO BELOW IN FURTHER DETAIL.
FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTE
$9,345,888.96
November 22, 2004
For value received, the undersigned, Aegis Communications Group,
Inc., a Delaware corporation (the "Company"), hereby PROMISES TO PAY to the
order of Essar Global Limited (the "Investor" and in its capacity as
administrative agent for each of its assignees hereunder, the "Administrative
Agent"), the principal sum of $9,345,888.96 together with interest in arrears
from and including the date hereof on the unpaid principal balance until such
principal balance is paid in full. The Company agrees to make all payments under
this Fourth Amended and Restated Secured Promissory Note to the order of the
Investor, in lawful money of the United States of America and in immediately
available funds, to such account or place as the Investor may request in writing
ten (10) Business Days (as defined herein) prior to any such payment. The
Investor, together with its assignees hereunder are collectively referred to as
the "Noteholders". Terms used and not defined in the text of this Fourth Amended
and Restated Secured Promissory Note (this "Secured Promissory Note") have the
meaning specified in Annex II to this Secured Promissory Note or in the Purchase
Agreement referred to below.
This Secured Promissory Note amends and restates in its entirety
that certain Secured Promissory Note, dated November 5, 2003, made by the
Company to the order of the Investor in the amount of $14,143,815.00, restated
in that certain Amended and Restated Secured Promissory Note, dated January 28,
2004, restated in that certain Second Amended and Restated Secured Promissory
Note, dated March 30, 2004, and restated in that certain Third Amended and
Restated Secured Promissory Note, dated August 23, 2004 (the "Original Note")
and shall be deemed for purposes of the Loan Documents (defined herein) to be
the same as the Original Note.
The Company agrees to pay interest on the unpaid principal
amount of this Secured Promissory Note until such principal amount shall be paid
in full, compounded quarterly, at a rate per annum equal to 0.50% per annum
above the rate of interest per annum (the "Eurodollar Rate") (rounded upwards,
if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or
any successor page) as the London interbank offered rate for deposits in U.S.
dollars at 11:00 A.M.