Guarantee Agreement, dated as of October 24, 2006



 Exhibit 10.11 
  
  
 GUARANTEE AGREEMENT 
 dated as of 
 October 24, 2006, 
 among 
 THE GUARANTORS IDENTIFIED HEREIN 
 and 
 LEHMAN COMMERCIAL PAPER INC., 
 as Administrative Agent 
  
  







 TABLE OF CONTENTS 
  

							
	 	  	 	  	 	  	Page
	ARTICLE I	  	Definitions	  	1
				
	 Section 1.01.
	  		  	Credit Agreement	  	1
	 Section 1.02.
	  		  	Other Defined Terms	  	1
			
	ARTICLE II	  	Guarantee	  	2
				
	 Section 2.01.
	  		  	Guarantee	  	2
	 Section 2.02.
	  		  	Guarantee of Payment	  	2
	 Section 2.03.
	  		  	No Limitations	  	2
	 Section 2.04.
	  		  	Reinstatement	  	3
	 Section 2.05.
	  		  	Agreement To Pay; Subrogation	  	3
	 Section 2.06.
	  		  	Information	  	4
			
	ARTICLE III	  	Indemnity, Subrogation and Subordination	  	4
				
	 Section 3.01.
	  		  	Indemnity and Subrogation	  	4
	 Section 3.02.
	  		  	Contribution and Subrogation	  	4
	 Section 3.03.
	  		  	Subordination	  	4
			
	ARTICLE IV	  	Miscellaneous	  	5
				
	 Section 4.01.
	  		  	Notices	  	5
	 Section 4.02.
	  		  	Waivers; Amendment	  	5
	 Section 4.03.
	  		  	Administrative Agent’s Fees and Expenses; Indemnification	  	5
	 Section 4.04.
	  		  	Successors and Assigns	  	6
	 Section 4.05.
	  		  	Survival of Agreement	  	6
	 Section 4.06.
	  		  	Counterparts; Effectiveness; Several Agreement	  	7
	 Section 4.07.
	  		  	Severability	  	7
	 Section 4.08.
	  		  	Right of Set-Off	  	7
	 Section 4.09.
	  		  	Governing Law; Jurisdiction; Consent to Service of Process	  	8
	 Section 4.10.
	  		  	WAIVER OF JURY TRIAL	  	8
	 Section 4.11.
	  		  	Headings	  	8
	 Section 4.12.
	  		  	Security Interest Absolute	  	9
	 Section 4.13.
	  		  	Termination or Release	  	9
	 Section 4.14.
	  		  	Additional Guarantors	  	9

  

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 TABLE OF CONTENTS 
 (continued) 
  

					
	  	 	 	  	Page
	 Schedules
	 		  	
			
	 Schedule I
	 	 Subsidiary Parties
	  	
			
	 Exhibits
	 		  	
			
	 Exhibit I
	 	 Form of Guarantee Agreement Supplement
	  	

  

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 GUARANTEE AGREEMENT dated as of October 24, 2006 among the Guarantors identified herein
and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the “Administrative Agent”). 
 Reference is made to the Credit Agreement dated as of October 24, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among West Corporation (the
“Borrower”), each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia
Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the
Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Guarantors are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower
pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows: 
 ARTICLE I 
 Definitions 
 SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the
meanings specified in the Credit Agreement. 
 (b) The rules of construction specified in Article I of the Credit Agreement also
apply to this Agreement. 
 SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have
the meanings specified below: 
 “Agreement” means this Guarantee Agreement. 
 “Claiming Party” has the meaning assigned to such term in Section 3.02. 
 “Contributing Party” has the meaning assigned to such term in Section 3.02. 
 “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement. 
 “Guarantee Agreement Supplement” means an instrument in the form of Exhibit I hereto. 
 “Guarantor” means each Subsidiary Party and, upon the occurrence of a Holdings Election Event, Holdings. 







 “Obligations” means the “Obligations” as defined in the Credit
Agreement. 
 “Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks,
the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement. 
 “Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b) each other
Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date. 
 ARTICLE II 

 Guarantee 
 SECTION 2.01. Guarantee. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual
payment and performance of the Obligations. Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee
notwithstanding any extension or renewal of any Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Obligations, and also waives notice of acceptance of
its guarantee and notice of protest for nonpayment. 
 SECTION 2.02. Guarantee of Payment. Each of the Guarantors
further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the
payment of the Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other Person. 
 SECTION 2.03. No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided
in Section 4.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations
of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions
of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under
this Agreement; (iii) the release of any security held by the Administrative Agent or any

  

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other Secured Party for the Obligations; (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or
might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). Each Guarantor
expressly authorizes the applicable Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such
security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any
Guarantor hereunder. 
 (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or
arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than
the indefeasible payment in full in cash of all the Obligations. The Administrative Agent and the other Secured Parties may in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of
them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise
any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid
in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of
reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security. 
 SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part
thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise. 
 SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the
Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties in cash the amount of
such unpaid Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Loan Party arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III. 
  

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 SECTION 2.06. Information. Each Guarantor assumes all responsibility for being
and keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks
that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or
risks. 
 ARTICLE III 
 Indemnity, Subrogation and Subordination 
 SECTION 3.01.
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), the Borrower agrees that in the event a payment of an obligation shall
be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent
of such payment. 
 SECTION 3.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing
Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the “Claiming Party”) shall not
have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator
shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any
Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guarantee Agreement Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this
Section 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment. 
 SECTION 3.03.
Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or subrogation under applicable law or
otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments
required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such
Guarantor hereunder. 
  

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 (b) Each Guarantor hereby agrees that upon the occurrence and during the continuance of an
Event of Default and after notice from the Administrative Agent (which notice states that is delivered pursuant to this Section 3.03(b)), all Indebtedness owed by it to any Subsidiary that is not a Loan Party shall be fully subordinated to the
indefeasible payment in full in cash of the Obligations. 
 ARTICLE IV 
 Miscellaneous 
 SECTION 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit
Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement. 
 SECTION 4.02. Waivers; Amendment. (a) No failure or delay by the Administrative Agent, any L/C Issuer or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of
a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Guarantor in
any case shall entitle any Guarantor to any other or further notice or demand in similar or other circumstances. 
 (b) Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Guarantor or Guarantors with respect to which such waiver, amendment
or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement. 
 SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred
hereunder as provided in Section 10.04 of the Credit Agreement. 
  

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 (b) Without limitation of its indemnification obligations under the other Loan Documents,
each Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) from and against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to
or arising out of or in connection with the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, or to the
Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements resulted from the gross negligence, bad faith or willful misconduct of, or the breach of this Agreement by, such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or
attorney-in-fact of such Indemnitee. 
 (c) Any such amounts payable as provided hereunder shall be additional Obligations
secured hereby and by the other Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the
transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative
Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days of written demand therefor. 
 SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of
such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. 
 SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Guarantors hereunder
and in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall
survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent, any
L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of
or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations

  

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and (z) contingent indemnification obligations) is outstanding and unpaid or any Letter of Credit is outstanding (unless cash collateral or other credit support satisfactory to the L/C
Issuer thereof in its sole discretion has been provided) and so long as the Commitments have not expired or terminated. 
 SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. This Agreement shall become effective as to any Guarantor when
a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such
Guarantor and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the other Secured Parties and their respective successors and assigns,
except that no Guarantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this
Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any
other Guarantor and without affecting the obligations of any other Guarantor hereunder. 
 SECTION 4.07.
Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 4.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and
its Affiliates is authorized at any time and from time to time, without prior notice to any Guarantor, any such notice being waived by each Guarantor to the fullest extent permitted by applicable Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Guarantors against any and all
obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or
unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the applicable Guarantor and the Administrative Agent after

  

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any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender
under this Section 4.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. 
 SECTION 4.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. (A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF
THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GUARANTOR
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. 
 SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
 SECTION 4.11. Headings. Article and Section
headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
  

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 SECTION 4.12. Security Interest Absolute. All rights of the Administrative Agent
hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the
Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any
consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any release or amendment or waiver of or consent under or departure from any guarantee guaranteeing all or any of the
Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Obligations or this Agreement. 
 SECTION 4.13. Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all
Obligations when all the outstanding Obligations under the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations and (z) contingent indemnification
obligations) have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory to the L/C Issuer thereof
in its sole discretion has been provided) and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement. 
 (b) A Subsidiary Party shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party
ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not
provide otherwise. 
 (c) In connection with any termination or release pursuant to paragraph (a) or (b), the
Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant
to this Section 4.13 shall be without recourse to or warranty by the Administrative Agent. 
 SECTION 4.14.
Additional Guarantors. Pursuant to Section 6.11 of the Credit Agreement, Holdings and certain Restricted Subsidiaries of the Loan Parties that (i) are not Excluded Subsidiaries and (ii) were not in existence or not Restricted
Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Guarantors upon the occurrence of a Holdings Election Event or becoming a Restricted Subsidiary that is not an Excluded Subsidiary, as applicable. Upon
execution and delivery by the Administrative Agent and Holdings or a Restricted Subsidiary, as applicable, of a Guarantee Agreement Supplement, Holdings or such Restricted Subsidiary shall become a Guarantor hereunder with the same force and effect
as if originally named as a Guarantor herein. The execution and delivery of any such

  

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instrument shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the
addition of any new Guarantor as a party to this Agreement. 
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 

  

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 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written. 
  

			
	COSMOSIS CORPORATION
	INPULSE RESPONSE GROUP, INC.
	INTERCALL, INC.
	INTRADO COMMUNICATIONS INC.
	INTRADO COMMUNICATIONS OF VIRGINIA INC.
	INTRADO INC.
	NORTHERN CONTACT, INC.
	WEST ASSET MANAGEMENT, INC.
	WEST DIRECT, INC.
	WEST FACILITIES CORPORATION
	WEST INTERACTIVE CORPORATION
	WEST INTERNATIONAL CORPORATION
	WEST RECEIVABLE SERVICES, INC.
	WEST TELEMARKETING CORPORATION II
		
	By:	 	 /s/ Paul M. Mendlik

	Name:	 	Paul M. Mendlik
	Title:	 	Chief Financial Officer and Treasurer
	
	ASSET DIRECT MORTGAGE, LLC
	BUYDEBTCO, LLC
	INTRADO INTERNATIONAL, LLC
	STARGATE MANAGEMENT LLC
	THE DEBT DEPOT, LLC
	WEST ASSET PURCHASING, LLC
	WEST TRANSACTION SERVICES II, LLC
	WEST TRANSACTION SERVICES, LLC
		
	By:	 	 /s/ Paul M. Mendlik

	Name:	 	Paul M. Mendlik
	Title:	 	Manager
	
	ATTENTION FUNDING CORPORATION
		
	By:	 	 /s/ Paul M. Mendlik

	Name:	 	Paul M. Mendlik
	Title:	 	Treasurer


 SIGNATURE PAGE TO GUARANTEE AGREEMENT 








			
	INTERCALL TELECOM VENTURES, LLC
	By INTERCALL, INC.
	Its sole member
		
	By:	 	 /s/ Paul M. Mendlik

	Name:	 	Paul M. Mendlik
	Title:	 	Chief Financial Officer and Treasurer
	
	WEST BUSINESS SERVICES, LP
	WEST TELEMARKETING, LP
	By WEST TRANSACTION SERVICES, LLC
	Their general partner
		
	By:	 	 /s/ Paul M. Mendlik

	Name:	 	Paul M. Mendlik
	Title:	 	Manager


 SIGNATURE PAGE TO GUARANTEE AGREEMENT 








			
	LEHMAN COMMERCIAL PAPER INC., as Administrative Agent
		
	By:	 	 /s/ Jeff Ogden

	Name: Jeff Ogden
	Title: Managing Director


 SIGNATURE PAGE TO GUARANTEE AGREEMENT 







 Schedule I to 
 the Guarantee Agreement 
 SUBSIDIARY PARTIES 
 Asset Direct Mortgage, LLC 
 Attention Funding
Corporation 
 BuyDebtCo, LLC 
 Cosmosis
Corporation 
 InPulse Response Group, Inc. 
 InterCall Telecom Ventures, LLC 
 InterCall, Inc. 
 Intrado Inc. 
 Intrado Communications Inc. 
 Intrado Communications of Virginia Inc. 
 Intrado
International LLC 
 Northern Contact, Inc. 
 Stargate Management LLC 
 The Debt Depot, LLC 
 West Asset Management, Inc. 
 West Asset Purchasing, LLC 
 West Business Services, LP 
 West Direct, Inc.

 West Facilities Corporation 
 West
Interactive Corporation 
 West International Corporation 
 West Receivable Services, Inc. 
 West Telemarketing, LP 
 West Telemarketing Corporation II 
 West Transaction
Services II, LLC 
 West Transaction Services, LLC 







 Exhibit I to the 
 Guarantee Agreement 
 SUPPLEMENT NO.
            dated as of [—], to the Guarantee Agreement dated as of October     , 2006, among the Guarantors identified
therein and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent. 
 A. Reference is made to the Credit Agreement dated as of
October 24, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among West Corporation, each Lender from time to time party thereto, Lehman Commercial Paper Inc., as Administrative
Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents. 
 B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and
the Guarantee Agreement referred to therein. 
 C. The Guarantors have entered into the Guarantee Agreement in order to induce
the Lenders to make Loans and the L/C Issuers to issue Letters of Credit. Section 4.14 of the Guarantee Agreement provides that Holdings or additional Restricted Subsidiaries of the Borrower may become Guarantors under the Guarantee Agreement
by execution and delivery of an instrument in the form of this Supplement. The undersigned (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under
the Guarantee Agreement in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. 
 Accordingly, the Administrative Agent and the New Guarantor agree as follows: 
 SECTION 1. In accordance with Section 4.14 of the Guarantee Agreement, the New Guarantor by its signature below becomes a Guarantor
under the Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee Agreement applicable to it as a Guarantor
thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Security Agreement shall
be deemed to include the New Guarantor. The Guarantee Agreement is hereby incorporated herein by reference. 
 SECTION 2. The
New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms. 







 SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart
of this Supplement that bears the signature of the New Guarantor and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of
a manually signed counterpart of this Supplement. 
 SECTION 4. Except as expressly supplemented hereby, the Guarantee Agreement
shall remain in full force and effect. 
 SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 6. In case any one or more of the provisions contained in this Supplement
should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee Agreement shall not in any way be affected or impaired thereby (it being
understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 4.01 of the Guarantee
Agreement. 
 SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket
expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent. 
  

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 IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this
Supplement to the Guarantee Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW GUARANTOR]
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

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	 LEHMAN COMMERCIAL PAPER INC.,
 as Administrative Agent

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

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