STARTEC GLOBAL COMMUNICATIONS CORP
EXHIBIT 10.61
<DOCUMENT>
<TYPE>EX-10.61
<SEQUENCE>4
<FILENAME>a2057057zex-10_61.txt
<DESCRIPTION>EXHIBIT 10.61
<TEXT>
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                                                                   Exhibit 10.61

                                 PROMISSORY NOTE


$10,000,000                                                     Washington, D.C.
                                                                  April 13, 2001


     FOR VALUE RECEIVED, STARTEC GLOBAL OPERATING COMPANY, a Delaware
corporation (collectively with successors and assigns, "Startec") and STARTEC
GLOBAL LICENSING COMPANY, a Delaware corporation (collectively with successors
and assigns, "Startec Licensing; Startec and Startec Licensing being
collectively referred to herein as "Maker"), promise to pay to the order of
ALLIED CAPITAL CORPORATION, a Maryland corporation (collectively with successors
and assigns, "Holder"), the principal sum of Ten Million Dollars ($10,000,000),
together with interest as set out herein at its offices in the District of
Columbia or such other place as Holder may designate in writing, or by wire
transfer to Holder's designated bank account.

     1. LOAN AGREEMENT. This Promissory Note (this "Note") has been issued under
the terms of a Loan Agreement (Secured) between the Maker and the Holder dated
the date hereof (collectively with all modifications, renewals, extensions and
replacements thereof and therefor, the "Agreement"). This Note evidences the
obligation of the Maker to repay a loan in the aggregate principal amount of Ten
Million Dollars ($10,000,000) made pursuant to the Agreement. The Holder is
entitled to the benefits of the Agreement and all of the exhibits thereto, and
reference is made thereto for a description of all rights and remedies
thereunder. Neither reference to the Agreement, nor any provision thereof shall
affect or impair the absolute and unconditional obligation of the Maker to pay,
when due, the principal amount hereof, together with all interest accrued
thereon. Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Agreement.

     2. INTEREST RATE; PAYMENT; DEFAULT RATE.

     (a) ACCRUAL, PAYMENT AND DEFAULT RATES. Commencing on the date hereof and
continuing until payment of the indebtedness hereunder in full, interest shall
(subject to the immediately following sentence) accrue on the unpaid balance
hereof at the fixed rate of fifteen percent (15%) per annum (the "Accrual Rate")
and shall be payable semi-annually, in arrears, at the fixed rate of ten percent
(10%) per annum (the "Payment Rate") as set out in subparagraph (b) below. The
Accrual Rate shall increase to 18% per annum when and if an Event of Default
shall occur, and such rate shall remain in effect until the relevant payment is
made or such Event of Default is otherwise cured, whereupon the Accrual Rate
shall decline to the rate previously in effect.

     (b) PAYMENTS. On the fifteen (15th) day of each May and November of the
term hereof commencing May 15, 2001, payments of interest accrued at the
Interest Rate through the end of the immediately preceding six-month period (or
in the case of the payment due on May 15, 2001, through the end of the period
beginning at Closing and ending on May 14, 2001) shall be due and payable.



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     (c) DEFERRAL AND COMPOUNDING. On the fourteenth (14th) day of each May and
November of the term hereof, the then outstanding principal balance of this Note
shall be increased by an amount (the "PIK Amount") equal to the difference
between (i) interest accruing at the Accrual Rate on the principal balance of
this Note outstanding from time to time during the immediately preceding
six-month period (or in the case of such increase occurring on May 14, 2001,
during the period beginning at Closing and ending on May 14, 2001), and (ii)
interest calculated at the Payment Rate on the principal balance of this Note
outstanding from time to time during such six-month period (or in the case of
such increased occurring on May 14, 2001, during the period beginning at Closing
and ending on May 14, 2001). After the end of each such period, interest shall
be calculated on the then outstanding principal balance of this Note, as
increased by the PIK Amount for such period and decreased by any principal
repayments during such period, with the end result that unpaid interest under
this Note shall be compounded semi-annually.

     (d) OPTIONAL PAYMENT OF PIK AMOUNT. Maker may pay the PIK Amount for any
period in whole or in part at any time, either before or after it is added to
the principal balance hereof.

     3. RIGHT TO REPAYMENT UPON CHANGE IN CONTROL. If a Change of Control shall
occur, Holder shall have the right to require the unpaid principal balance of
the Note, and all accrued and unpaid interest thereon, to become due and payable
in accordance with the terms of Article 8 of the Agreement.

     4. MATURITY. The entire indebtedness hereunder shall become due and payable
July 1 , 2005, if not previously paid in full or brought to maturity by the
provisions herein for acceleration.

     5. PREPAYMENT. Payment of any installment of principal may be made in whole
or in part prior to the date when payment thereof shall become due without
penalty or premium.

     6. COMPUTATION OF INTEREST. Interest due hereunder shall be computed on the
per annum basis of a year of three hundred sixty (360) days for the actual
number of days (including the first day but excluding the last day), elapsed.

7. INTEREST RATE LIMIT. Notwithstanding any other provision herein or in any
related document, Holder shall not be entitled to contract for, charge, take,
reserve, receive or apply as interest on the indebtedness any amount in excess
of the sum corresponding to the highest rate of interest allowable under
applicable law (hereinafter, "the Highest Lawful Rate"); and in the event that
Holder contracts for, charges, takes, reserves, receives or applies as interest
any such amount, it shall be deemed a partial prepayment of principal and
treated hereunder as such; and, if the indebtedness is paid and performed in
full, any remaining excess shall forthwith be paid to the Maker. In determining
whether or not the interest paid or payable, under any specific contingency,
exceeds the Highest Lawful Rate, Holder and the Maker shall, to the maximum
extent permitted under applicable law, (i) treat all loans by Holder to Maker as
but a


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single extension of credit, (ii) characterize any nonprincipal payment as
an expense or fee rather than as interest, (iii) exclude voluntary prepayments
and the effects thereof and (iv) "spread" the total amount of interest
throughout the entire contemplated term of the indebtedness, PROVIDED, THAT if
the indebtedness is paid and performed in full prior to the end of the full
contemplated term thereof, and if the interest received for the actual period of
existence thereof exceeds the Highest Lawful Rate, Holder shall refund such
excess and, in such event, Holder shall not be subject to any penalties provided
by any laws limiting rates of interest.

     8. OTHER PAYMENT PROVISIONS. The Maker shall make each payment hereunder
not later than 4:00 P.M. (Eastern time) on the day when due, without offset, in
lawful money of the United States of America to the Holder in same day funds.
All payments will be applied first to costs and fees owing hereunder, second to
the payment of interest accrued through the date of payment and third to the
payment of principal. If the date for any payment or prepayment hereunder falls
on a day which is not a business day, then for all purposes of this Note the
same shall be deemed to have fallen on the next business day, and such extension
of time shall be included in the computation of interest.

     9. DEFAULT AND ACCELERATION. If payments are not made within thirty (30)
days of the due date of any principal or interest installment as and when
provided herein, or if any other Event of Default, as defined in the Agreement,
should occur then by written notice to Maker a default may be declared at the
option of the Holder without presentment, demand, protest, or further notice of
any kind (all of which are hereby expressly waived). In such event and upon such
declaration having been made, the full balance of the indebtedness hereunder
may, at Holder's option, become due and payable, including all unpaid principal
amounts, accrued interest and any costs (including reasonable attorneys' fees),
and the Holder shall be entitled to any other remedies which may be available
hereunder, under the Agreement, the other Loan Documents, or any applicable law.

     10. NO IMPLIED WAIVER. No course of dealing between the Holder and any
other party hereto or any failure or delay on the part of the Holder in
exercising any rights or remedies hereunder shall operate as a waiver of any
rights or remedies of the Holder under this or any other applicable instrument.
No single or partial exercise of any rights or remedies hereunder shall operate
as a waiver or preclude the exercise of any other rights or remedies hereunder.

     11. CHOICE OF LAW; NON-EXCLUSIVE VENUE AND JURISDICTION; SERVICE OF
PROCESS. This Note shall be interpreted, and the rights and liabilities of the
parties hereto determined, in accordance with the laws of the District of
Columbia, without regard to its principles of conflicts of law. Venue for any
adjudication hereof may be in the courts of the District of Columbia or the
Federal courts in the District of Columbia, to the jurisdiction of which courts
the Maker hereby submits, as the agreement of such party, as not inconvenient
and as not subject to review by any court other than such courts in the District
of Columbia. The Maker intends and agrees that the courts of the jurisdictions
in which the Maker is incorporated and conducts business shall afford full faith
and credit to any judgment rendered by a court of the District of Columbia
against the Maker hereunder, and that such District of Columbia and federal
courts shall have IN PERSONAM


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jurisdiction to enter a valid judgment against the Maker. Service of any summons
and/or complaint hereunder and any other process which may be served on the
Maker in any action in respect hereto, may be made by mailing via registered
mail or delivering a copy of such process to the address specified for the Maker
in the Agreement. The Maker agrees that this submission to jurisdiction and
consent to service of process are reasonable and made for the express benefit of
the Holder.

     12. WAIVER OF JURY TRIAL. THE MAKER WAIVES ALL RIGHT TO TRIAL BY JURY OF
ALL CLAIMS, DEFENSES, COUNTERCLAIMS AND SUITS OF ANY KIND DIRECTLY OR INDIRECTLY
ARISING FROM OR RELATING TO THIS INSTRUMENT OR THE DEALINGS OF THE PARTIES IN
RESPECT HERETO. THE MAKER ACKNOWLEDGES AND AGREES THAT THIS PROVISION IS A
MATERIAL TERM OF THIS INSTRUMENT AND THAT THE HOLDER WOULD NOT EXTEND ANY FUNDS
HEREUNDER IF THIS WAIVER OF JURY TRIAL WERE NOT A PART OF THIS INSTRUMENT. THE
MAKER ACKNOWLEDGES THAT THIS IS A WAIVER OF A LEGAL RIGHT AND THAT IT MAKES THIS
WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH, OR THE OPPORTUNITY TO
CONSULT WITH, COUNSEL OF ITS CHOICE. THE MAKER AGREES THAT ALL SUCH CLAIMS,
DEFENSES, COUNTERCLAIMS AND SUITS SHALL BE TRIED BEFORE A JUDGE OF A COURT OF
COMPETENT JURISDICTION, WITHOUT A JURY.

     13. EXPENSES. The Maker shall pay all of Holder's reasonable expenses of
any nature actually incurred, which may be necessary, either before or after a
Default or an Event of Default, for the enforcement or preservation of Holder's
rights under this Note, including but not limited to reasonable attorneys' fees,
appellate costs and fees, and costs incurred by Holder as a participant in any
bankruptcy proceeding, workout, debt restructuring, extension of maturity or
document amendment, involving the Maker or any other obligor under the Note.
Holder is authorized to pay at any time and from time to time any or all of such
expenses, add the amount of such payment to the amount of principal outstanding
and charge interest thereon at the rate specified herein.

     14. DEFINITIONS. The term INDEBTEDNESS shall mean the debts evidenced by
this Note, including principal, interest and expenses whether contingent, now
due or hereafter to become due, and any amendments or modifications hereto.
Whenever used, the singular number shall include the plural, the plural the
singular, and the use of any gender shall include all genders.

     15. INTERCREDITOR AND SUBORDINATION AGREEMENT. This Note is subject to the
terms of that certain Intercreditor and Subordination Agreement among NTFC
Capital Corporation, Holder and Startec.


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     IN WITNESS WHEREOF, the Maker affixes its hand and seal as of the date
first above written.


SEAL:                                       STARTEC GLOBAL OPERATING COMPANY



Attest:   /s/ Yolanda Stefanou Faerber      By:  /s/ Prabhav V. Maniyar
         -----------------------------           -----------------------------
          Yolanda Stefanou Faerber                Prabhav V. Maniyar
          Assistant Secretary                     Vice President and Secretary


SEAL:                                       STARTEC GLOBAL LICENSING COMPANY



Attest:   /s/ Yolanda Stefanou Faerber      By:  /s/ Prabhav V. Maniyar
         -----------------------------           -----------------------------
          Yolanda Stefanou Faerber                Prabhav V. Maniyar
          Assistant Secretary                     Vice President and Secretary




                            CORPORATE ACKNOWLEDGEMENT

State of   Maryland                 )
                                    )
County of  Montgomery               )

     On the 13th day of April, 2001, before me came Prabhav V. Maniyar, who
being by me duly sworn, did depose and say that he is the Vice President and
Secretary of Startec Global Operating Company and Startec Global Licensing
Company, the corporations described above and which executed the note hereof;
that he knows the seals of such corporations; that the seals affixed to such
note are such corporate seals; that each was so affixed by order of the
respective Boards of Directors of such corporations; and that he signed his name
thereto by like order.


                                               /s/ Patricia E. Mitchell
                                     ------------------------------------------
                                                     Notary Public

My commission expires:



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