exv10w2



 





Exhibit
10.2




CONTINUING GUARANTY




	 	 	 
	Borrower:

	 	PeopleSupport, Inc.
	 
	 	 
	Guarantor:

	 	PeopleSupport (Philippines), Inc. a Philippines corporation, STC Solutions, Inc., a
Delaware corporation, ProArm Management, Inc., a Delaware corporation, PeopleSupport Rapidtext,
Inc., a Delaware corporation, The Transcription Company, a California corporation, and
PeopleSupport (Costa Rica), S.R.L., a Costa Rican entity
	 
	 	 
	Date:

	 	July 28, 2006






     This Continuing Guaranty (this “Guaranty”) is executed by the above-named guarantor (“Guarantor”),
as of the above date, in favor of CITIBANK (WEST), FSB (“Bank”), with offices at 201 West
Lexington, 4th Floor, Glendale, California 91203, with respect to the Indebtedness (as
hereinafter defined) of the above-named borrower (“Borrower”).



     1. Continuing
Guaranty. Guarantor hereby unconditionally guarantees and promises to pay on demand to Bank, at the address indicated above, or at such other address as Bank
may direct, in lawful money of the United States, and to perform for the benefit of Bank, as and
for Guarantor’s own debt, all Indebtedness of Borrower now or hereafter owing to or held by Bank,
until the Indebtedness has been indefeasibly paid in full in accordance with Section 12 hereof. As
used herein, the term “Indebtedness” is used in its most comprehensive sense and shall mean and
include without limitation: (a) any and all debts, duties, obligations, liabilities,
representations, warranties and guaranties of Borrower heretofore, now, or hereafter made,
incurred, or created in connection with that certain Business Loan Agreement between Borrower and
Bank of even date herewith (the “Loan Agreement”) or in connection with a foreign exchange facility
between Borrower and Bank (the “F/X Facility”), whether directly to Bank or acquired by Bank by
assignment or otherwise, or held by Bank on behalf of others, however arising, whether voluntary or
involuntary, due or not due, absolute or contingent, liquidated or unliquidated, certain or
uncertain, determined or undetermined, monetary or nonmonetary, written or oral, and whether
Borrower may be liable individually or jointly with others, and regardless of whether recovery
thereon may be or hereafter become barred by any statute of limitations, discharged or
uncollectible in any bankruptcy, insolvency or other
proceeding, or otherwise unenforceable; and (b) any and all amendments, modifications, renewals and
extensions of any or all of the foregoing, including without limitation amendments, modifications,
renewals and extensions which are evidenced by any new or additional instruments, documents or
agreements; and (c) any and all reasonable attorneys’ fees of outside counsel, court costs, and
collection charges incurred in endeavoring to collect or enforce any of the foregoing against
Borrower (to the extent owed by Borrower pursuant to the terms of the Loan Agreement or an F/X
Facility), Guarantor (to the extent owed by Guarantor pursuant to the terms of this Guaranty) or
any other person liable thereon (whether or not suit be brought) and any other expenses of, for or
incidental to collection thereof. As used herein, the term “Borrower” shall include any successor
to the business and assets of Borrower, and shall also














 






include Borrower in its capacity as a debtor or debtor in possession under the federal
Bankruptcy
Code, and any trustee, custodian or receiver for Borrower or any of its assets, should Borrower
hereafter become the subject of any bankruptcy or insolvency proceeding, voluntary or
involuntary; and all indebtedness, liabilities and obligations incurred by any such person in
connection with the Loan Agreement or an F/X Facility shall be included in the Indebtedness
guaranteed hereby. This Guaranty is given in consideration for credit and other financial
accommodations which may, from time to time, be given by Bank to Borrower pursuant to the
Loan Agreement and/or an F/X Facility, but Guarantor acknowledges and agrees that acceptance
by Bank of this Guaranty shall not constitute a commitment of any kind by Bank to extend such
credit or other financial accommodation to Borrower or to permit Borrower to incur
Indebtedness to Bank.




     2. Performance Under This Guaranty. In the event that Borrower fails to make any
payment of any Indebtedness on or before the due date thereof, or perform, keep, observe or
fulfill any obligation, agreement or covenant included in the Indebtedness on or before the due
date thereof, Guarantor immediately shall cause such Indebtedness to by paid, performed, kept,
observed, or fulfilled, as the case may be.




     3. Waivers. Guarantor hereby waives: (a) presentment for payment, notice of
dishonor, demand, protest, and notice thereof as to any instrument, and all other notices and
demands to which Guarantor might be entitled, including without limitation notice of all of the
following: the acceptance hereof; the creation, existence, or acquisition of any Indebtedness; the
amount of the Indebtedness from time to time outstanding; any foreclosure sale or other
disposition of any property which secures any or all of the Indebtedness or which secures the
obligations of any other guarantor of any or all of the Indebtedness; any adverse change in
Borrower’s financial position; any other fact which might increase Guarantor’s risk; any default,
partial payment or non-payment of all or any part of the Indebtedness; the occurrence of any
other Event of Default (as hereinafter defined); any and all agreements and arrangements
between Bank and Borrower and any changes, modifications, or extensions thereof, and any
revocation, modification or release of any guaranty of any or all of the Indebtedness by any
person (including without limitation any other person signing this Guaranty); (b) any right to
require Bank to institute suit against, or to exhaust its rights and remedies against, Borrower or
any other person, or to proceed against any property of any kind which secures all or any part of
the Indebtedness, or to exercise any right of offset or other right with respect to any reserves,
credits or deposit accounts held by or maintained with Bank or any indebtedness of Bank to
Borrower, or to exercise any other right or power, or pursue any other remedy Bank may have;
(c) any defense arising by reason of any disability or other defense of Borrower or any other
guarantor or any endorser, co-maker or other person, or by reason of the cessation from any
cause whatsoever of any liability of Borrower or any other guarantor or any endorser, co-maker
or other person, with respect to all or any part of the Indebtedness, or by reason of any act or
omission of Bank or others which directly or indirectly results in the discharge or release of
Borrower or any other guarantor or any other person or any Indebtedness or any security
therefor, whether by operation of law or otherwise; (d) any defense arising by reason of any
failure of Bank to obtain, perfect, maintain or keep in force any security interest in, or lien or
encumbrance upon, any property of Borrower or any other person; (e) any defense based upon

any failure of Bank to give Guarantor notice of any sale or other disposition of any property



 









 




securing any or all of the Indebtedness, or any defects in any such notice that may be given, or
any failure of Bank to comply with any provision of applicable law in enforcing any security
interest in or lien upon any property securing any or all of the Indebtedness including, but not
limited to, any failure by Bank to dispose of any property securing any or all of the Indebtedness
in a commercially reasonable manner; (f) any defense based upon or arising out of any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or
dissolution proceeding commenced by or against Borrower or any other guarantor or any
endorser, co-maker or other person, including without limitation any discharge of, or bar against
collecting, any of the Indebtedness (including without limitation any interest thereon), in or as a
result of any such proceeding; and (g) the benefit of any and all statutes of limitation with
respect
to any action based upon, arising out of or related to this Guaranty. Until all of the Indebtedness
has been paid, performed, and discharged in full, nothing shall discharge or satisfy the liability
of
Guarantor hereunder except the full performance and payment of all of the Indebtedness. If any
claim is ever made upon Bank for repayment or recovery of any amount or amounts received by
Bank in payment of or on account of any of the Indebtedness, because of any claim that any such
payment constituted a preferential transfer or fraudulent conveyance, or for any other reason
whatsoever, and Bank repays all or part of said amount by reason of any judgment, decree or
order of any court or administrative body having jurisdiction over Bank or any of its property, or
by reason of any settlement or compromise of any such claim effected by Bank with any such
claimant (including without limitation the Borrower), then and in any such event, Guarantor
agrees that any such judgment, decree, order, settlement and compromise shall be binding upon
Guarantor, notwithstanding any revocation or release of this Guaranty or the cancellation of any
note or other instrument evidencing any of the Indebtedness, or any release of any of the
Indebtedness, and Guarantor shall be and remain liable to Bank under this Guaranty for the
amount so repaid or recovered, to the same extent as if such amount had never originally been
received by Bank, and the provisions of this sentence shall survive, and continue in effect,
notwithstanding any revocation or release of this Guaranty. Guarantor hereby expressly and
unconditionally waives all rights of subrogation, reimbursement and indemnity of every kind
against Borrower, and all rights of recourse to any assets or property of Borrower, and all rights
to any collateral or security held for the payment and performance of any Indebtedness,
including (but not limited to) any of the foregoing rights which Guarantor may have under any
present or future document or agreement with any Borrower or other person, and including (but
not limited to) any of the foregoing rights which Guarantor may have under any equitable
doctrine of subrogation, implied contract, or unjust enrichment, or any other equitable or legal
doctrine. Neither Bank, nor any of its directors, officers, employees, agents, attorneys or any
other person affiliated with or representing Bank shall be liable for any claims, demands, losses
or damages, of any kind whatsoever, made, claimed, incurred or suffered by Guarantor or any
other party through the ordinary negligence of Bank, or any of its directors, officers, employees,
agents, attorneys or any other person affiliated with or representing Bank.




     4. Consents. Guarantor hereby consents and agrees that, without notice to or by
Guarantor and without affecting or impairing in any way the obligations or liability of Guarantor
hereunder, Bank may, from time to time before or after revocation of this Guaranty, do any one
or more of the following in Bank’s sole and absolute discretion: (a) accelerate, accept partial
payments of, compromise or settle, renew, extend the time for the payment, discharge, or
performance of, refuse to enforce, and release all or any parties to, any or all of the
Indebtedness;



 









 




(b) grant any other indulgence to Borrower or any other person in respect of any or all of the
Indebtedness or any other matter; (c) accept, release, waive, surrender, enforce, exchange,
modify, impair, or extend the time for the performance, discharge, or payment of, any and all
property of any kind securing any or all of the Indebtedness or any guaranty of any or all of the
Indebtedness, or on which Bank at any time may have a lien, or refuse to enforce its rights or
make any compromise or settlement or agreement therefor in respect of any or all of such
property; (d) substitute or add, or take any action or omit to take any action which results in the
release of, any one or more endorsers or guarantors of all or any part of the Indebtedness,
including, without limitation one or more parties to this Guaranty, regardless of any destruction
or impairment of any right of contribution or other right of Guarantor; (e) amend, alter or change
in any respect whatsoever any term or provision relating to any or all of the Indebtedness,
including the rate of interest thereon; (f) apply any sums received from Borrower, any other
guarantor, endorser, or co-signer, or from the disposition of any collateral or security, to any
indebtedness whatsoever owing from such person or secured by such collateral or security, in
such manner and order as Bank determines in its sole discretion, and regardless of whether such
indebtedness is part of the Indebtedness, is secured, or is due and payable; (g) apply any sums
received from Guarantor or from the disposition of any collateral or security securing the
obligations of Guarantor, to any of the Indebtedness in such manner and order as Bank
determines in its sole discretion, regardless of whether or not such Indebtedness is secured or is
due and payable. Guarantor consents and agrees that Bank shall be under no obligation to
marshal any assets in favor of Guarantor, or against or in payment of any or all of the
Indebtedness. Guarantor further consents and agrees that Bank shall have no duties or
responsibilities whatsoever with respect to any property securing any or all of the Indebtedness.
Without limiting the generality of the foregoing, Bank shall have no obligation to monitor,
verify, audit, examine, or obtain or maintain any insurance with respect to, any property securing
any or all of the Indebtedness.




     5. Account Stated. Bank’s books and records showing the account between it and
the Borrower shall be admissible in evidence in any action or proceeding as prima facie proof of
the items therein set forth. Bank’s statements rendered to Borrower shall be binding upon
Guarantor (whether or not Guarantor receives copies thereof), and shall constitute an account
stated between Bank and Borrower, unless Bank receives a written statement of Borrower’s
exceptions within 30 days after the statement was mailed to Borrower. Guarantor assumes full
responsibility for obtaining copies of such monthly statements from Borrower, if Guarantor
desires such copies.



     6. Exercise of Rights and Remedies; Foreclosure of Trust Deeds. Guarantor
consents and agrees that, without notice to or by Guarantor and without affecting or impairing in
any way the obligations or liability of Guarantor hereunder, Bank may, from time to time,
exercise any right or remedy it may have with respect to any or all of the Indebtedness or any
property securing any or all of the Indebtedness or any guaranty thereof, including without
limitation, judicial foreclosure, nonjudicial foreclosure, exercise of a power of sale, and taking
a
deed, assignment or transfer in lieu of foreclosure as to any such property, and Guarantor
expressly waives any defense based upon the exercise of any such right or remedy,
notwithstanding the effect thereof upon any of Guarantor’s rights, including without limitation,
any destruction of Guarantor’s right of subrogation against Borrower and any destruction of



 









 




Guarantor’s right of contribution or other right against any other guarantor of any or all of the
Indebtedness or against any other person, whether by operation of Sections 580a, 580d or 726 of
the California Code of Civil Procedure, or any comparable provisions of the laws of any other
jurisdiction, or any other statutes or rules of law now or hereafter in effect, or otherwise.
Pursuant to Section 2856 of the California Civil Code, Guarantor waives all rights and defenses
that Guarantor may have because the Indebtedness is secured by real property. This means,
among other things: (a) Bank may collect from Guarantor without first foreclosing on any real
or personal property collateral pledged by Borrower or any other guarantor; and (b) if Bank
forecloses on any real property collateral pledged by Borrower or any other guarantor: (i) the
amount of the Indebtedness may be reduced only by the price for which that collateral is sold at
the foreclosure sale, even if the collateral is worth more than the sale price; and (ii) Bank may
collect from Guarantor even if Bank, by foreclosing on such real property collateral, has
destroyed any right Guarantor may have to collect from Borrower or such other guarantor. This
is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have
because the Indebtedness is secured by real property. These rights and defenses include, but are
not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the
California Code of Civil Procedure.




     7. Right to Attachment Remedy. Guarantor agrees that, notwithstanding the
existence of any property securing any or all of the Indebtedness, Bank shall have all of the
rights of an unsecured creditor of Guarantor, including without limitation the right to obtain a
temporary protective order and writ of attachment against Guarantor with respect to any sums
due under this Guaranty. Guarantor further agrees that in the event any property secures the
obligations of Guarantor under this Guaranty, to the extent that Bank, in its sole and absolute
discretion, determines prior to the disposition of such property that the amount to be realized by
Bank therefrom may be less than the indebtedness of the Guarantor under this Guaranty, Bank
shall have all the rights of an unsecured creditor against Guarantor, including without limitation
the right of Bank, prior to the disposition of said property, to obtain a temporary protective
order
and writ of attachment against Guarantor. Guarantor waives the benefit of Section 483.010(b) of
the California Code of Civil Procedure and of any and all other statutes and rules of law now or
hereafter in effect requiring Bank to first resort to or exhaust all such collateral before seeking
or
obtaining any attachment remedy against Guarantor. Bank shall have no liability to Guarantor as
a result thereof, whether or not the actual deficiency realized by Bank is less than the
anticipated
deficiency on the basis of which Bank obtains a temporary protective order or writ of attachment.



     8. Indemnity. Guarantor hereby agrees to indemnify Bank and hold Bank harmless
from and against any and all claims, debts, liabilities, demands, obligations, actions, causes of
action, penalties, costs and expenses (including without limitation reasonable attorneys’ fees of
outside counsel), of every nature, character and description, which relate to the transactions
contemplated by the Loan Agreement or an F/X Facility, and Bank may sustain or incur based
upon or arising out of any of the Indebtedness, any actual or alleged failure to collect and pay
over any withholding or other tax relating to Borrower or its employees, any relationship or
agreement between Bank and Borrower, any actual or alleged failure of Bank to comply with any
writ of attachment or other legal process relating to Borrower or any of its property, or any other
matter, cause or thing whatsoever occurred, done, omitted or suffered to be done by Bank
relating in any way to Borrower or the Indebtedness (except any such amounts sustained or



 









 




incurred as the result of the gross negligence or willful misconduct of Bank or any of its
directors, officers, employees, agents, attorneys, or any other person affiliated with or
representing Bank). Notwithstanding any provision in this Guaranty to the contrary, the
indemnity agreement set forth in this Section shall survive any termination or revocation of this
Guaranty and shall for all purposes continue in full force and effect.




     9. Subordination. Any and all rights of Guarantor under any and all debts,
liabilities and obligations owing from Borrower to Guarantor, including any security for and
guaranties of any such obligations, whether now existing or hereafter arising, are hereby
subordinated in right of payment to the prior payment in full of all of the Indebtedness. No
payment in respect of any such subordinated obligations shall at any time be made to or accepted
by Guarantor if at the time of such payment any Indebtedness is outstanding. If any Event of
Default has occurred, Borrower and any assignee, trustee in bankruptcy, receiver, or any other
person having custody or control over any or all of Borrower’s property are hereby authorized
and directed to pay to Lender the entire unpaid balance of the Indebtedness before making any
payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and insofar
as may be necessary for that purpose, Guarantor hereby assigns and transfers to Lender all rights
to any and all debts, liabilities and obligations owing from Borrower to Guarantor, including any
security for and guaranties of any such obligations, whether now existing or hereafter arising,
including without limitation any payments, dividends or distributions out of the business or
assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions
shall be received and held as trustee for the benefit of Lender and shall forthwith be paid over to
Lender to be applied to the Indebtedness in such order and sequence as Lender shall in its sole
discretion determine, without limiting or affecting any other right or remedy which Lender may
have hereunder or otherwise and without otherwise affecting the liability of Guarantor
hereunder. Guarantor hereby expressly waives any right to set-off or assert any counterclaim
against Borrower.



     10. Continuing Guaranty. This Guaranty includes Indebtedness arising under
successive transactions continuing, compromising, extending, increasing, modifying, releasing,
or renewing the Indebtedness, changing the interest rate, payment terms, or other terms and
conditions thereof, or creating new or additional Indebtedness after prior Indebtedness has been
satisfied in whole or in part. Guarantor hereby waives and agrees not to assert any right
Guarantor has under Section 2815 of the California Civil Code, or otherwise, to revoke this
Guaranty as to future Indebtedness.



     11. Independent and Primary Liability. This Guaranty is a primary and original
obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute,
unconditional, and continuing guaranty of payment and performance which shall remain in full
force and effect without respect to future changes in conditions, including any change of law or
any invalidity or irregularity with respect to any of the agreements between Borrower and Bank.
Guarantor agrees that Guarantor is severally and not jointly and severally liable, with any other
guarantor of the Indebtedness, to Bank, to the extent set forth in Section 2 hereof, that the
obligations of Guarantor hereunder are independent of the obligations of Borrower or any other
guarantor, and that a separate action may be brought against Guarantor whether such action is
brought against Borrower or any other guarantor or whether Borrower or any such other



 









 




guarantor is joined in such action. Guarantor agrees that Guarantor’s liability hereunder shall be
immediate and shall not be contingent upon the exercise or enforcement by Bank of whatever
remedies it may have against Borrower or any other guarantor, or the enforcement of any lien or
realization upon any security Bank may at any time possess. Guarantor agrees that any release
which may be given by Bank to Borrower or any other guarantor shall not release Guarantor.
The liability of Guarantor hereunder shall not be affected, revoked, impaired, or reduced by any
one or more of the following: (a) any direction as to the application of payment by Borrower or
by any other party; or (b) any other continuing or restrictive guaranty or undertaking or any
limitation on the liability of any other guarantor (whether under this Guaranty or under any other
agreement); or (c) any payment on or reduction of any such other guaranty or undertaking; or
(d) any revocation, amendment, modification or release of any such other guaranty or
undertaking; or (e) any dissolution or termination of, or increase, decrease, or change in
membership of Guarantor, in the event that Guarantor is a partnership. Guarantor hereby
expressly represents that he was not induced to give this Guaranty by the fact that there are or
may be other guarantors either under this Guaranty or otherwise, and Guarantor agrees that any
release of any one or more of such other guarantors shall not release Guarantor from his
obligations hereunder either in full or to any lesser extent.




     12. Indefeasible Payment. The Indebtedness shall not be considered indefeasibly
paid for purposes of this Guaranty unless and until all payments to Bank are no longer subject to
any right on the part of any person, including Borrower, Borrower as a debtor in possession, or
any trustee (whether appointed under the Bankruptcy Code or otherwise) of any of Borrower’s
assets, to invalidate or set aside such payments or to seek to recoup the amount of such payments
or any portion thereof, or to declare same to be fraudulent or preferential. In the event that, for
any reason, any portion of such payments to Bank is set aside or restored, whether voluntarily or
involuntarily, after the making thereof, then the obligation intended to be satisfied thereby shall
be revived and continued in full force and effect as if said payment or payments had not been
made, and Guarantor shall be liable for the full amount Bank is required to repay plus any and all
costs and expenses (including reasonable attorneys’ fees or outside counsel and expenses and
reasonable attorneys’ fees of outside counsel and expenses incurred pursuant to proceedings
arising under the Bankruptcy Code) paid by Bank in connection therewith.



     13. Financial Condition of Borrower. Guarantor is fully aware of the financial
condition of Borrower and is executing and delivering this Guaranty at Borrower’s request and
based solely upon his own independent investigation of all matters pertinent hereto, and
Guarantor is not relying in any manner upon any representation or statement of Bank with
respect thereto. Guarantor represents and warrants that he is in a position to obtain, and
Guarantor hereby assumes full responsibility for obtaining, any additional information
concerning Borrower’s financial condition and any other matter pertinent hereto as Guarantor
may desire, and Guarantor is not relying upon or expecting Bank to furnish to him any
information now or hereafter in Bank’s possession concerning the same or any other matter. By
executing this Guaranty, Guarantor knowingly accepts the full range of risks encompassed
within a contract of continuing guaranty, which risks Guarantor acknowledges include without
limitation the possibility that Borrower will incur additional Indebtedness for which Guarantor
will be liable hereunder after Borrower’s financial condition or ability to pay such Indebtedness
has deteriorated and/or after bankruptcy or insolvency proceedings have been commenced by or



 









 




against Borrower. Guarantor shall have no right to require Bank to obtain or disclose any
information with respect to the Indebtedness, the financial condition or character of Borrower,
the existence of any collateral or security for any or all of the Indebtedness, the filing by or
against Borrower of any bankruptcy or insolvency proceeding, the existence of any other
guaranties of all or any part of the Indebtedness, any action or non-action on the part of Bank,
Borrower, or any other person, or any other matter, fact, or occurrence.




     14. Reports and Financial Statements of Guarantor. Guarantor shall, at its sole cost
and expense, shall provide Bank (a) signed annual financial statements (on Bank’s form), as soon
as available, no later than ninety (90) days after the end of each calendar year, commencing with
the calendar year ending December 31, 2006, and (b) after the occurrence of an Event of Default
(as defined in the Loan Agreement), such other financial statements and reports concerning
Guarantor’s business, financial condition or affairs as Bank may request. Guarantor further
agrees immediately to give written notice to Bank of any material adverse change in Guarantor’s
financial condition. All reports and information furnished to Bank hereunder shall be complete,
accurate and correct in all respects. Whenever requested, Guarantor shall further deliver to Bank
a certificate signed by Guarantor (and, if Guarantor is a partnership, by all general partners of
Guarantor, in their individual capacities, and, if Guarantor is a corporation, by the president and
secretary of Guarantor, in their individual capacities) warranting and representing that all
reports,
financial statements and other documents and information delivered or caused to be delivered to
Bank under this Guaranty, are complete, correct and thoroughly and accurately present the
financial condition of Guarantor, and that there exists on the date of delivery of said certificate
to
Bank no condition or event which constitutes an Event of Default under this Guaranty.



     15. Representations and Warranties. Guarantor hereby represents and warrants to
Bank that (i) each Guarantor is the entity type set forth in the description of Guarantor at the
top
of this Guaranty organized and existing under the laws of the state of country set forth in the
description of Guarantor at the top of this Guaranty and has the power and authority to own its
own properties and assets, and to transact the business in which it is engaged, and is properly
licensed, qualified to do business and in good standing in every jurisdiction where the conduct of
its business requires it to be so qualified; (ii) the execution, delivery and performance of this
Guaranty are within Guarantor’s powers, are not in conflict with the terms of any charter, bylaw,
articles of incorporation or other organization papers of Guarantor, and do not result in a breach
of or constitute a default under any contract, obligation, indenture or other instrument to which
Guarantor is a party or by which Guarantor is bound or affected; (iii) there is no law, rule or
regulation, nor is there any judgment, decree or order of any court or governmental authority
binding on Guarantor which would be contravened by the execution, delivery, performance or
enforcement of this Guaranty and the other agreements, instruments and documents executed by
Guarantor in connection herewith (collectively, with this Guaranty, the “Guarantor Loan
Documents”); (iv) Guarantor has taken all trust action necessary to authorize the execution and
delivery of the Guarantor Loan Documents, and the consummation of the transactions
contemplated hereby and thereby. Upon their execution and delivery in accordance with their
respective terms, the Guarantor Loan Documents will constitute legal, valid and binding
agreements and obligations of Guarantor enforceable against Guarantor in accordance with their
respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance, and similar laws and equitable principles affecting the enforcement of creditors’



 









 




rights generally; (v) no approval, consent, exemption or other action by, or notice to or filing
with, any governmental authority is necessary in connection with the execution, delivery,
performance or enforcement of the Guarantor Loan Documents; and (vi) it is in Guarantor’s
direct interest to assist Borrower in procuring credit, because Borrower is an affiliate of
Guarantor, furnishes goods or services to Guarantor, purchases or acquires goods or services
from Guarantor, and/or otherwise has a direct or indirect corporate or business relationship with
Guarantor.




     16. Costs. Whether or not suit be instituted, Guarantor agrees to reimburse Bank on
demand for all reasonable attorneys’ fees of outside counsel and all other costs and expenses
incurred by Bank in enforcing this Guaranty, or arising out of or relating in any way to this
Guaranty, or in enforcing any of the Indebtedness against Borrower (to the extent such fees or
costs are owed by Borrower pursuant to the terms of the Loan agreement or an F/X Facility),
Guarantor (to the extent such fees or costs are owed by Guarantor pursuant to the terms of this
Guaranty), or any other person, or in connection with any property of any kind securing all or
any part of the Indebtedness. Without limiting the generality of the foregoing, and in addition
thereto, Guarantor shall reimburse Bank on demand for all reasonable attorneys’ fees of outside
counsel and costs Bank incurs in any way relating to Guarantor, Borrower or the Indebtedness, in
order to: obtain legal advice; enforce or seek to enforce any of its rights; commence, intervene
in, respond to, or defend any action or proceeding; file, prosecute or defend any claim or cause of
action in any action or proceeding (including without limitation any probate claim, bankruptcy
claim, third-party claim, secured creditor claim, reclamation complaint, and complaint for relief
from any stay under the Bankruptcy Code or otherwise); protect, obtain possession of, sell, lease,
dispose of or otherwise enforce any security interest in or lien on any property of any kind
securing any or all of the Indebtedness; or represent Bank in any litigation with respect to
Borrower’s or Guarantor’s affairs. In the event either Bank or Guarantor files any lawsuit against
the other predicated on any of the above or on a breach of this Guaranty, the prevailing party in
such action shall be entitled to recover its reasonable attorneys’ fees of outside counsel and
costs
of suit from the non-prevailing party.



     17. Notices. Any notice which a party shall be required or shall desire to give to the
other hereunder (except for notice of revocation, which shall be governed by Section 10 of this
Guaranty) shall be given by personal delivery or by telecopier or by depositing the same in the
United States mail, first class postage pre-paid, addressed to Bank at its address set forth in the
heading of this Guaranty and to Guarantor at his address set forth under his signature hereon, and
such notices shall be deemed duly given on the date of personal delivery or one day after the date
telecopied or 3 business days after the date of mailing as aforesaid. Bank and Guarantor may
change their address for purposes of receiving notices hereunder by giving written notice thereof
to the other party in accordance herewith. Guarantor shall give Bank immediate written notice of
any change in his address.



     18. Claims. Guarantor agrees that any claim or cause of action by Guarantor against
Bank, or any of Bank’s directors, officers, employees, agents, accountants or attorneys, based
upon, arising from, or relating to this Guaranty, or any other present or future agreement between
Bank and Guarantor or between Bank and Borrower, or any other transaction contemplated
hereby or thereby or relating hereto or thereto, or any other matter, cause or thing whatsoever,




 










 






whether or not relating hereto or thereto, occurred, done, omitted or suffered to be done by
Bank, or by Bank’s directors, officers, employees, agents, accountants or attorneys, whether
sounding in contract or in tort or otherwise, shall be barred unless asserted by Guarantor by the
commencement of an action or proceeding in a court of competent jurisdiction within Los Angeles
County, California, by the filing of a complaint within one year after the first act, occurrence or
omission upon which such claim or cause of action, or any part thereof, is based and service of a
summons and complaint on an officer of Bank or any other person authorized to accept service of
process on behalf of Bank, within 30 days thereafter. Guarantor agrees that such one year period
is a reasonable and sufficient time for Guarantor to investigate and act upon any such claim or
cause of action. The one year period provided herein shall not be waived, tolled, or extended
except by a specific written agreement of Bank. This provision shall survive any termination of
this Guaranty or any other agreement.




     19. Construction; Severability. If more than one person has executed this Guaranty, the term
“Guarantor” as used herein shall be deemed to refer to all and any one or more such persons and
their obligations hereunder shall be joint and several. Without limiting the generality of the
foregoing, if more than one person has executed this Guaranty, this Guaranty shall in all respects
be interpreted as though each person signing this Guaranty had signed a separate Guaranty, and
references herein to “other guarantors” or words of similar effect shall include without limitation
other persons signing this Guaranty. As used in this Guaranty, the term “property” is used in its
most comprehensive sense and shall mean all property of every kind and nature whatsoever, including
without limitation real property, personal property, mixed property, tangible property and
intangible property. Words used herein in the masculine gender shall include the neuter and
feminine gender, words used herein in the neuter gender shall include the masculine and feminine,
words used herein in the singular shall include the plural and words used in the plural shall
include the singular, wherever the context so reasonably requires. If any provision of this
Guaranty or the application thereof to any party or circumstance is held invalid, void, inoperative
or unenforceable, the remainder of this Guaranty and the application of such provision to other
parties or circumstances shall not be affected thereby, the provisions of this Guaranty being
severable in any such instance.



     20. General Provisions. Bank shall have the right to seek recourse against Guarantor to the
full extent provided for herein and in any other instrument or agreement evidencing obligations of
Guarantor to Bank, and against Borrower to the full extent of the Indebtedness. No election in one
form of action or proceeding, or against any party, or on any obligation, shall constitute a waiver
of Bank’s right to proceed in any other form of action or proceeding or against any other party.
The failure of Bank to enforce any of the provisions of this Guaranty at any time or for any period
of time shall not be construed to be a waiver of any such provision or the right thereafter to
enforce the same. All remedies hereunder shall be cumulative and shall be in addition to all
rights, powers and remedies given to Bank by law or under any other instrument or agreement. Time
is of the essence in the performance by Guarantor of each and every obligation under this Guaranty.
If Borrower is a corporation, partnership or other entity, Guarantor hereby agrees that Coast
shall have no obligation to inquire into the power or authority of Borrower or any of its officers,
directors, partners, or agents acting or purporting to act on
its behalf, and any Indebtedness made or created in reliance upon the professed exercise of
any such power or authority shall be included in the Indebtedness guaranteed hereby. This



 









 







Guaranty is the entire and only agreement between Guarantor and Bank with respect to the guaranty
of the Indebtedness of Borrower by Guarantor, and all representations, warranties, agreements, or
undertakings heretofore or contemporaneously made, which are not set forth herein, are superseded
hereby. No course of dealings between the parties, no usage of the trade, and no parol or extrinsic
evidence of any nature shall be used or be relevant to supplement or explain or modify any term or
provision of this Guaranty. There are no conditions to the full effectiveness of this Guaranty.
The terms and provisions hereof may not be waived, altered, modified, or amended except in a
writing executed by Guarantor and a duly authorized officer of Bank. All rights, benefits and
privileges hereunder shall inure to the benefit of and be enforceable by Bank and its successors
and assigns and shall be binding upon Guarantor and his heirs, executors, administrators, personal
representatives, successors and assigns. Section headings are used herein for convenience only.
Guarantor acknowledges that the same may not describe completely the subject matter of the
applicable Section, and the same shall not be used in any manner to construe, limit, define or
interpret any term or provision hereof.



     21. Governing Law; Venue and Jurisdiction. This instrument and all acts and transactions
pursuant or relating hereto and all rights and obligations of the parties hereto shall be governed,
construed, and interpreted in accordance with the internal laws of the State of California without
regard for principles of conflicts of laws. In order to induce Bank to accept this Guaranty, and as
a material part of the consideration therefor, Guarantor (i) agrees that all actions or proceedings
relating directly or indirectly hereto shall, at the option of Bank, be litigated in courts located
within Los Angeles County, California; (ii) consents to the jurisdiction of any such court and
consents to the service of process in any such action or proceeding by personal delivery or any
other method permitted by law; and (iii) waives any and all rights Guarantor may have to transfer
or change the venue of any such action or proceeding.



     22. Mutual Waiver of Right to Jury Trial. TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, BANK AND
GUARANTOR HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, LAWSUIT OR PROCEEDING BASED
UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS GUARANTEE OR ANY SUPPLEMENT OR AMENDMENT
THERETO; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN BANK AND GUARANTOR; OR
(iii) ANY BREACH, CONDUCT, ACTS OR OMISSIONS OF BANK OR GUARANTOR OR ANY OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSON AFFILIATED WITH OR
REPRESENTING BANK OR GUARANTOR; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE.



 









 






     23. Receipt
of Copy. Guarantor acknowledges receipt of a copy of this
Guaranty.



	 	 	 	 	 	 	 	 	 
	 	 	Guarantor Signature:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PeopleSupport (Philippines), Inc..	 	 
	 	 	a Philippines corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lance Rosenzweig 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name: Lance Rosenzweig
	 	 	Title: Chairman	 
	 
	 	 	Address:	 	1100 Glendon Ave. #1250 	 	 
	 

	 	 	 	 	 	Los Angeles, CA 90024 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	STC Solutions, Inc.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lance Rosenzweig 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name: Lance Rosenzweig
	 	 	Title: President	 
	 
	 	 	Address:	 	1100 Glendon Ave. #1250 	 	 
	 

	 	 	 	 	 	Los Angeles, CA 90024 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ProArm Management, Inc.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lance Rosenzweig 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name: Lance Rosenzweig
	 	 	Title: President	 
	 
	 	 	Address:	 	1100 Glendon Ave. #1250 	 	 
	 

	 	 	 	 	 	Los Angeles, CA 90024 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PeopleSupport Rapidtext, Inc.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lance Rosenzweig 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name: Lance Rosenzweig
	 	 	Title: President	 
	 
	 	 	Address:	 	1100 Glendon Ave. #1250 	 	 
	 

	 	 	 	 	 	Los Angeles, CA 90024 

	 	 
	 

	 	 	 	 	 	 

	 	 






S-1

Continuing Guaranty




 









 








	 	 	 	 	 	 	 	 	 
	 	 	The Transcription Company, a California

corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lance Rosenzweig 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name: Lance Rosenzweig
	 	 	Title: President	 
	 
	 	 	Address:	 	1100 Glendon Ave. #1250 	 	 
	 

	 	 	 	 	 	Los Angeles, CA 90024 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PeopleSupport (Costa Rica), S.R.L., 

a Costa Rican entity	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Lance Rosenzweig 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name: Lance Rosenzweig
	 	 	Title: Manager	 
	 
	 	 	Address:	 	1100 Glendon Ave. #1250 	 	 
	 

	 	 	 	 	 	Los Angeles, CA 90024 

	 	 
	 

	 	 	 	 	 	 

	 	 






S-2

Continuing Guaranty