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Exhibit 4.3(p)

              GUARANTEE AND COLLATERAL AMENDMENT AND CONFIRMATION

      GUARANTEE AND COLLATERAL AMENDMENT AND CONFIRMATION, dated as of November
21, 2001 (this "Amendment"), to the Guarantee and Collateral Agreement, dated as
of May 6, 1997 (as further amended, supplemented or otherwise modified from time
to time, the "Guarantee and Collateral Agreement") made by each of the
signatories thereto in favor of JPMORGAN CHASE BANK (formerly known as The Chase
Manhattan Bank), as Administrative Agent (in such capacity, the "Administrative
Agent"), for the benefit of the Lenders under the Credit Agreement referred to
below.

                              W I T N E S S E T H:

      WHEREAS, pursuant to the Credit Agreement, dated as of May 6, 1997 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement" ) among TELEX COMMUNICATIONS, INC., a Delaware corporation ("Telex"
or the "Borrower"), the Administrative Agent, the several banks and other
financial institutions from time to time parties thereto (the "Lenders"), and
Morgan Stanley Senior Funding, Inc., as documentation agent for the Lenders (in
such capacity, the "Documentation Agent"), the Lenders have made extensions of
credit to, or for the benefit of, the Borrower upon the terms and subject to the
conditions set forth therein;

      WHEREAS, the Lenders, the Borrower and the Administrative Agent are
simultaneously herewith executing and delivering a Waiver, Amendment No. 5,
Agreement and Consent, dated as of the date hereof ("Amendment No. 5"), to the
Credit Agreement pursuant to which the Lenders are agreeing to waive certain
Events of Default and amend and modify the Credit Agreement in certain respects;

      WHEREAS, each of the Borrower and Telex Communications International, Ltd.
(each, a "Confirming Party") is a party to the Guarantee and Collateral
Agreement and wishes to acknowledge and confirm that, after giving effect to all
and any amendments to the Credit Agreement pursuant to Amendment No. 5, its
payment and performance obligations, and the Liens and security interests
created, under the Guarantee and Collateral Agreement continue in full force and
effect, unimpaired and undischarged;

      WHEREAS, it is a condition to the effectiveness of Amendment No. 5 that
the parties hereto execute and deliver this Amendment to amend the terms of the
Guarantee and Collateral Agreement;

      NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, each
Confirming Party, the Lenders and the Administrative Agent hereby agree as
follows:
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      1. Defined Terms. Capitalized terms used herein and not otherwise defined
are used herein as defined in the Guarantee and Collateral Agreement.

      2. Amendment.

            2A. Amendment to Subsection 1.1. (a) Subsection 1.1(a) is hereby
      amended by deleting said subsection and substituting in lieu thereof the
      following:

                  (a) Definitions. Unless otherwise defined herein, terms
            defined in the Credit Agreement and used herein shall have the
            meanings given to them in the Credit Agreement, and the following
            terms which are defined in the Code (as defined below) are used
            herein as so defined: Certificated Security, Chattel Paper,
            Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Farm
            Products, Fixtures, General Intangibles, Instruments, Inventory,
            Investment Property and Letter of Credit Rights and Supporting
            Obligations.

                  (b) Subsection 1.1(b) of the Guarantee and Collateral
            Agreement is hereby amended by deleting the defined term "General
            Intangibles".

            2B. Section 3 of the Guarantee and Collateral Agreement is hereby
      amended by adding after the phrase "(a) all Accounts;" the phrase "all
      Commercial Tort Claims; all Deposit Accounts; all Investment Property; all
      Letters of Credit Rights; all Supporting Obligations; all other property
      not otherwise described below".

            2C. Subsection 4.2.3 of the Guarantee and Collateral Agreement is
      hereby amended by deleting said subsection and substituting in lieu
      thereof the following:

                        Chief Executive Office. On November 21, 2001, such
                  Grantor's jurisdiction of organization, identification number
                  from the jurisdiction of organization (if any) and the
                  location of such Grantor's chief executive office or sole
                  place of business are specified on Schedule 3. Such Guarantor
                  has furnished to the Administrative Agent a long-form good
                  standing certificate as of a date which is recent to the date
                  hereof.

            2D. Subsection 5.2.1 of the Guarantee and Collateral Agreement is
      hereby amended by deleting said subsection and substituting in lieu
      thereof the following:

                        Delivery of Instruments, Certificated Securities and
                  Chattel Paper. If any amount payable under or in connection
                  with any of such Grantor's Collateral shall be or become
                  evidenced by any Instrument, Certificated Security or Chattel
                  Paper, such Instrument, Certificated Security or Chattel Paper
                  shall be promptly delivered to the Administrative Agent, duly
                  indorsed in a manner satisfactory to the Administrative Agent,
                  to be held as Collateral pursuant to this Agreement.

            2E. Subsection 5.2.4(c) of the Guarantee and Collateral Agreement is
      hereby amended by deleting said subsection and substituting in lieu
      thereof the following:

                        At any time and from time to time, upon the written
                  request of the Administrative Agent, and at the sole expense
                  of such Grantor, such Grantor will promptly and duly execute
                  and deliver and record such


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                  further instruments and documents and take such further
                  actions as the Administrative Agent may reasonably request for
                  the purpose of obtaining or preserving the full benefits of
                  this Agreement and of the rights and powers herein granted by
                  such Grantor, including, without limitation, (i) the filing of
                  any financing or continuation statements under the Uniform
                  Commercial Code (or other similar laws) in effect in any
                  jurisdiction with respect to the security interests created
                  hereby and (ii) in the case of Investment Property, Deposit
                  Accounts, Letter of Credit Rights and any other relevant
                  Collateral, taking any actions necessary to enable the
                  Administrative Agent to obtain "control" (within the meaning
                  of the applicable Uniform Commercial Code) with respect
                  thereto.

            2F. Subsection 5.2.5 of the Guarantee and Collateral Agreement is
      hereby amended by deleting said subsection and substituting in lieu
      thereof the following:

                  Changes in Locations, Name, etc. Such Grantor will not, except
                  upon not less than 30 days' prior written notice to the
                  Administrative Agent and delivery to the Administrative Agent
                  of (a) all additional executed financing statements and other
                  documents reasonably requested by the Administrative Agent to
                  maintain the validity, perfection and priority of the security
                  interests provided for herein and (b) if applicable, a written
                  supplement to Schedule 4 showing any additional location at
                  which such Grantor's Inventory or Equipment shall be kept:

                        (a)   permit any of such Grantor's Inventory or
                              Equipment to be kept at a location other than
                              location(s) applicable to such Grantor listed on
                              Schedule 4 (other than Inventory or Equipment
                              being conveyed, sold, leased, assigned,
                              transferred or otherwise disposed of as permitted
                              by the Credit Agreement);

                        (b)   change its jurisdiction of organization or the
                              location of its chief executive office or sole
                              place of business from that referred to in Section
                              4.2.3; or

                        (c)   change its name.

            2G. Subsection 7.3 of the Guarantee and Collateral Agreement is
      hereby amended by deleting said subsection and substituting in lieu
      thereof the following:

                  Execution of Financing Statements. Pursuant to any applicable
                  law, each Granting Party authorizes the Administrative Agent
                  to file or record financing statements and other filing or
                  recording documents or instruments with respect to such
                  Granting Party's Collateral without the signature of such
                  Granting Party in such form and in such offices as the
                  Administrative Agent reasonably determines appropriate to
                  perfect the security interests of the Administrative Agent
                  under this Agreement. Each Granting Party authorizes the
                  Administrative Agent to use the collateral description "all
                  personal property" in any such financing statements. Each
                  Granting Party hereby ratifies and authorizes the filing by
                  the


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                  Administrative Agent of any financing statement with respect
                  to the Collateral made prior to the date hereof.

3.    Confirmation.

      3A. Each party hereto hereby consents to the execution, delivery and
performance of the Credit Agreement and Amendment No. 5. Each Confirming Party
agrees that:

            (i)   all of its obligations, liabilities and indebtedness
                  (including guarantee obligations) under the Guarantee and
                  Collateral Agreement remain in full force and effect on a
                  continuous basis pursuant to the Credit Agreement;

            (ii)  all of the Liens and security interests created and arising
                  under the Guarantee and Collateral Agreement remain in full
                  force and effect on a continuous basis as collateral security
                  for the Obligations of such Confirming Party under the
                  Guarantee and Collateral Agreement;

            (iii) all of the obligations, liabilities and indebtedness of the
                  Confirming Parties under the Credit Agreement (which
                  incorporates all amendments and waivers provided for in
                  Amendment No. 5) and the other Loan Documents are continued in
                  full force and effect on a continuous basis; and

            (iv)  the perfected status and priority of each Lien and security
                  interest created under the Guarantee and Collateral Agreement
                  continue in full force and effect on a continuous basis,
                  unimpaired, uninterrupted and undischarged as collateral
                  security for the Obligations of such Confirming Party under
                  the Guarantee and Collateral Agreement.

      3B. Each Confirming Party confirms all of its payment and performance
obligations under the Guarantee and Collateral Agreement, as amended and
confirmed hereby.

      3C. Each Confirming Party agrees that it shall take any action reasonably
requested by the Administrative Agent in order to confirm or effect the intent
of this Confirmation.

      3D. This Amendment shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.


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      3E. This Amendment may be executed by one or more of the parties hereto on
any number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

      4. Holdings. Notwithstanding anything to the contrary contained in the
Guarantee and Collateral Agreement, as amended hereby, the Credit Agreement or
any Loan Document, the Administrative Agent, on behalf of the Lenders, agrees
that Telex Communications Group, Inc., a Delaware corporation ("Holdings"),
shall not have any liability or obligation whatsoever to the Lenders under the
Guarantee and Collateral Agreement, as amended hereby, the Credit Agreement or
any Loan Document and shall not be deemed to be a party to the Guarantee and
Collateral Agreement, as amended hereby, the Credit Agreement or any Loan
Document after the date hereof.

      5. Security Documents. Notwithstanding anything to the contrary contained
in the Guarantee and Collateral Agreement, as amended hereby, the Credit
Agreement or any Loan Document, the Administrative Agent, on behalf of the
Lenders, agrees that (i) the New Telex Subordinated Notes (as defined in
Amendment No. 5), the Preferred Stock (as defined in Amendment No. 5) or common
stock and the warrants to purchase Preferred Stock or common stock of the
Borrower to be issued in connection with the Telex Exchange (as defined in
Amendment No. 5) and (ii) the registered securities substantially identical to
the New Telex Subordinated Notes, the Preferred Stock or common stock and
warrants to purchase Preferred Stock or common stock of the Borrower to be
issued in exchange for the New Telex Subordinated Notes, the Preferred Stock or
common stock and the warrants to purchase Preferred Stock or common stock
pursuant to the registration obligations of the Borrower under the Telex
Exchange, in each case, shall not be subject to the Guarantee and Collateral
Agreement, as amended hereby, or any of the Security Documents or the Liens
created thereunder.

      6. Schedules. The Schedules to the Guarantee and Collateral Agreement are
hereby amended by deleting the said Schedules and substituting in lieu thereof
the Schedules attached hereto as Exhibit A.


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      IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed and delivered by a duly authorized officer on the date first above
written.

                                    TELEX COMMUNICATIONS, INC.

                                    By:  /S/ Richard J. Pearson
                                         ---------------------------------------
                                         Name: Richard J. Pearson
                                         Title: Vice President and Chief
                                                Financial Officer


                                    TELEX COMMUNICATIONS INTERNATIONAL, LTD.

                                    By:  /S/ Richard J. Pearson
                                         ---------------------------------------
                                         Name: Richard J. Pearson
                                         Title: Vice President and Chief
                                                Financial Officer


                                    JP MORGAN CHASE BANK,
                                    as Administrative Agent

                                    By: /s/ Susan E. Atkin
                                         ---------------------------------------
                                         Name: Susan E. Atkins
                                         Title:  Managing Director



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