Exhibit 10.52
THIS FIFTH AMENDED AND RESTATED SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. THIS
FIFTH AMENDED AND RESTATED SECURED PROMISSORY NOTE HAS BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND NEITHER THIS FIFTH
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 FIFTH 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.
FIFTH AMENDED AND RESTATED SECURED PROMISSORY NOTE
$9,376,855
January 3, 2005
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 $9,376,855 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 Fifth 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 Fifth 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, restated in that certain Fourth Amended
and Restated Promissory Note, dated November 22, 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