Exhibit 10.7


 


SUBSIDIARY GUARANTY


 


Dated as of
November 5, 2003


 


From


 


THE GUARANTORS NAMED
HEREIN


 


and


 


THE ADDITIONAL GUARANTORS
REFERRED TO HEREIN


 


as  Guarantors


 


in favor of


 


THE NOTEHOLDERS REFERRED
TO IN

THE GUARANTEED NOTES REFERRED TO HEREIN


 

















 


T
A  B  L  E  O
F  C  O  N  T
E  N  T  S


 


	
  Section

  	
   

  
	
   

  	
   

  
	
  Section 1.  
  Guaranty; Limitation of Liability

  	
   

  
	
   

  	
   

  
	
  Section 2.  
  Guaranty Absolute

  	
   

  
	
   

  	
   

  
	
  Section 3.  
  Waivers and Acknowledgments

  	
   

  
	
   

  	
   

  
	
  Section 4.   Subrogation

  	
   

  
	
   

  	
   

  
	
  Section 5.  
  Payments Free and Clear of Taxes, Etc.

  	
   

  
	
   

  	
   

  
	
  Section 6.  
  Representations and Warranties

  	
   

  
	
   

  	
   

  
	
  Section 7.  
  Covenants

  	
   

  
	
   

  	
   

  
	
  Section 8.  
  Amendments, Guaranty Supplements, Etc.

  	
   

  
	
   

  	
   

  
	
  Section 9.  
  Notices, Etc.

  	
   

  
	
   

  	
   

  
	
  Section 10.   No Waiver; Remedies

  	
   

  
	
   

  	
   

  
	
  Section 11.  
  Right of Set-off

  	
   

  
	
   

  	
   

  
	
  Section 12.  
  Indemnification

  	
   

  
	
   

  	
   

  
	
  Section 13.  
  Subordination

  	
   

  
	
   

  	
   

  
	
  Section 14.   Continuing Guaranty; Assignments under
  the Guaranteed Notes

  	
   

  
	
   

  	
   

  
	
  Section 15.  
  Execution in Counterparts

  	
   

  
	
   

  	
   

  
	
  Section 16.  
  Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Exhibit
  A - Guaranty Supplement

  	
   

  



 

















 


SUBSIDIARY GUARANTY


 


SUBSIDIARY GUARANTY dated as of November 5, 2003
made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors”
and the Additional Guarantors (as defined in Section 8(b)) (such Persons
so listed and the Additional Guarantors being, collectively, the “Guarantors” and,
individually, each a “Guarantor”)
in favor of the holders of each of the Guaranteed Notes referred to below (the
“Guaranteed  Noteholders”
and, together with the administrative agents and, if applicable, collateral
agents, referred to in each such Guaranteed Note, the “Guaranteed Noteholder Parties”).


 


PRELIMINARY STATEMENT.  Aegis Communications Group, Inc., a Delaware corporation (the “Company”), has
issued: (a) its Secured Promissory Note dated as of November 5, 2003 (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the “DB Secured  Note”)
in the amount of $14,087,352.00 to the order of Deutsche Bank AG London acting
through DB Advisors, LLC (“DB”)
and (b) its Secured Promissory Note dated as of November 5, 2003 (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the “Essar Secured  Note”
and, together with the DB Secured Note, the “Guaranteed Notes”) in the amount of
$14,143,815.00 to the order of Essar Global Limited (“Essar” and, together
with DB, the “Initial
Guaranteed Noteholders”). 
Capitalized terms used and not defined herein shall have the meaning
specified in the Guaranteed Notes.


 


.  Each
Guarantor may receive, directly or indirectly, a portion of the proceeds of the
proceeds of the Guaranteed Notes and will derive substantial direct and
indirect benefits from the transactions contemplated by the Guaranteed
Notes.  It is a condition precedent to
the purchase by the Initial Guaranteed Noteholders of the Guaranteed Notes that
each Guarantor shall have executed and delivered this Guaranty.


 


NOW, THEREFORE, in consideration of the premises and
in order to induce the Initial Guaranteed Noteholders to purchase the
Guaranteed Notes, each Guarantor, jointly and severally with each other
Guarantor, hereby agrees as follows:


 


Section 1.  Guaranty;
Limitation of Liability.  (a)  Each Guarantor hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due,
whether at scheduled maturity or on any date of a required prepayment or by
acceleration, demand or otherwise, of all Obligations of each other Guarantor
and the Company (collectively, the “Loan Parties”) now or hereafter existing
under or in respect of the Loan Documents (including, without limitation, any
extensions, modifications, substitutions, amendments or renewals of any or all
of the foregoing Obligations), whether direct or indirect, absolute or
contingent, and whether for principal, interest, premiums, fees, indemnities,
contract causes of action, costs, expenses or otherwise (such Obligations being
the “Guaranteed Obligations”), and agrees to pay
any and all expenses (including, without limitation, reasonable fees and
out-of-pocket expenses of counsel) incurred by any Administrative Agent or any
other Guaranteed Noteholder Party in enforcing any rights under this Guaranty
or any other Loan Document.  Without
limiting the generality of the foregoing, each Guarantor’s liability shall
extend to all amounts that constitute part of the Guaranteed Obligations and
would be owed by any other Loan Party to any Guaranteed Noteholder Party under
or in respect of the Loan Documents but for the fact that they


 

















 


are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Loan Party.


 


(b)                                 Each Guarantor, and by
its acceptance of this Guaranty, each Administrative Agent and each other
Guaranteed Noteholder Party, hereby confirms that it is the intention of all
such Persons that this Guaranty and the Obligations of each Guarantor hereunder
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to
the extent applicable to this Guaranty and the Obligations of each Guarantor
hereunder.  To effectuate the foregoing
intention, each Administrative Agent, the other Guaranteed Noteholder Parties
and the Guarantors hereby irrevocably agree that the Obligations of each
Guarantor under this Guaranty at any time shall be limited to the maximum
amount as will result in the Obligations of such Guarantor under this Guaranty
not constituting a fraudulent transfer or conveyance.  For purposes hereof, “Bankruptcy Law”
means any Insolvency Proceeding or any proceeding of the type referred to in
Title 11, U.S. Code, or any similar foreign, federal or state law for the
relief of debtors.


 


(c)                                  Each Guarantor hereby
unconditionally and irrevocably agrees that in the event any payment shall be
required to be made to any Guaranteed Noteholder Party under this Guaranty or
any other guaranty, such Guarantor will contribute, to the maximum extent
permitted by law, such amounts to each other Guarantor and each other guarantor
so as to maximize the aggregate amount paid to the Guaranteed Noteholder
Parties under or in respect of the Loan Documents.


 


Section 2.  Guaranty
Absolute.  Each Guarantor guarantees
that the Guaranteed Obligations will be paid strictly in accordance with the
terms of the Loan Documents, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any Guaranteed Noteholder Party with respect thereto.  The Obligations of each Guarantor under or
in respect of this Guaranty are independent of the Guaranteed Obligations or
any other Obligations of any other Loan Party under or in respect of the Loan
Documents, and a separate action or actions may be brought and prosecuted
against each Guarantor to enforce this Guaranty, irrespective of whether any
action is brought against the Company or any other Loan Party or whether the
Company or any other Loan Party is joined in any such action or actions.  The liability of each Guarantor under this
Guaranty shall be irrevocable, absolute and unconditional irrespective of, and
each Guarantor hereby irrevocably waives any defenses it may now have or
hereafter acquire in any way relating to, any or all of the following:


 


(a)                                  any lack of validity
or enforceability of any Loan Document or any agreement or instrument relating
thereto;


 


(b)                                 any change in the
time, manner or place of payment of, or in any other term of, all or any of the
Guaranteed Obligations or any other Obligations of any other Loan Party under
or in respect of the Loan Documents, or any other amendment or waiver of or any
consent to departure from any Loan Document, including, without limitation, any
increase in the Guaranteed Obligations resulting from the extension of
additional credit to any Loan Party or any of its Subsidiaries or otherwise;


 


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(c)                                  any taking, exchange,
release or non-perfection of any Collateral or any other collateral, or any
taking, release or amendment or waiver of, or consent to departure from, any other
guaranty, for all or any of the Guaranteed Obligations;


 


(d)                                 any manner of
application of Collateral or any other collateral, or proceeds thereof, to all
or any of the Guaranteed Obligations, or any manner of sale or other
disposition of any Collateral or any other collateral for all or any of the
Guaranteed Obligations or any other Obligations of any Loan Party under the
Loan Documents or any other assets of any Loan Party or any of its
Subsidiaries;


 


(e)                                  any change,
restructuring or termination of the corporate structure or existence of any
Loan Party or any of its Subsidiaries;


 


(f)                                    any failure of any
Guaranteed Noteholder Party to disclose to any Loan Party any information
relating to the business, condition (financial or otherwise), operations, performance,
properties or prospects of any other Loan Party now or hereafter known to such
Guaranteed Noteholder Party (each Guarantor waiving any duty on the part of the
Guaranteed Noteholder Parties to disclose such information);


 


(g)                                 the failure of any other
Person to execute or deliver this Guaranty, any Guaranty Supplement (as
hereinafter defined) or any other guaranty or agreement or the release or
reduction of liability of any Guarantor or other guarantor or surety with
respect to the Guaranteed Obligations; or


 


(h)                                 any other circumstance
(including, without limitation, any statute of limitations) or any existence of
or reliance on any representation by any Guaranteed Noteholder Party that might
otherwise constitute a defense available to, or a discharge of, any Loan Party
or any other guarantor or surety.


 


This Guaranty shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by any Guaranteed
Noteholder Party or any other Person upon the insolvency, bankruptcy or
reorganization of the Company or any other Loan Party or otherwise, all as
though such payment had not been made.


 


Section 3.  Waivers
and Acknowledgments.  (a)  Each Guarantor hereby unconditionally and
irrevocably waives promptness, diligence, notice of acceptance, presentment,
demand for performance, notice of nonperformance, default, acceleration,
protest or dishonor and any other notice with respect to any of the Guaranteed Obligations
and this Guaranty and any requirement that any Guaranteed Noteholder Party
protect, secure, perfect or insure any Lien or any property subject thereto or
exhaust any right or take any action against any Loan Party or any other Person
or any Collateral.


 


(b)                                 Each Guarantor hereby
unconditionally and irrevocably waives any right to revoke this Guaranty and
acknowledges that this Guaranty is continuing in nature and applies to all
Guaranteed Obligations, whether existing now or in the future.


 


3

















 


(c)                                  Each Guarantor hereby
unconditionally and irrevocably waives (i) any defense arising by reason
of any claim or defense based upon an election of remedies by any Guaranteed
Noteholder Party that in any manner impairs, reduces, releases or otherwise
adversely affects the subrogation, reimbursement, exoneration, contribution or
indemnification rights of such Guarantor or other rights of such Guarantor to
proceed against any of the other Loan Parties, any other guarantor or any other
Person or any Collateral and (ii) any defense based on any right of
set-off or counterclaim against or in respect of the Obligations of such
Guarantor hereunder.


 


(d)                                 Each Guarantor
acknowledges that the Collateral Agent may, without notice to or demand upon
such Guarantor and without affecting the liability of such Guarantor under this
Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor
hereby waives any defense to the recovery by the Collateral Agent and the other
Guaranteed Noteholder Parties against such Guarantor of any deficiency after
such nonjudicial sale and any defense or benefits that may be afforded by
applicable law.


 


(e)                                  Each Guarantor hereby
unconditionally and irrevocably waives any duty on the part of any Guaranteed
Noteholder Party to disclose to such Guarantor any matter, fact or thing
relating to the business, condition (financial or otherwise), operations,
performance, properties or prospects of any other Loan Party or any of its
Subsidiaries now or hereafter known by such Guaranteed Noteholder Party.


 


(f)                                    Each Guarantor
acknowledges that it will receive substantial direct and indirect benefits from
the financing arrangements contemplated by the Loan Documents and that the
waivers set forth in Section 2 and this Section 3 are knowingly made
in contemplation of such benefits.


 


Section 4.  Subrogation.  Each Guarantor hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against the Company, any other Loan Party or any other insider
guarantor that arise from the existence, payment, performance or enforcement of
such Guarantor’s Obligations under or in respect of this Guaranty or any other
Loan Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of any Guaranteed Noteholder Party against
the Company, any other Loan Party or any other insider guarantor or any Collateral,
whether or not such claim, remedy or right arises in equity or under contract,
statute or common law, including, without limitation, the right to take or
receive from the Company, any other Loan Party or any other insider guarantor,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim, remedy or right, unless
and until all of the Guaranteed Obligations and all other amounts payable under
this Guaranty shall have been paid in full in cash.  If any amount shall be paid to any Guarantor in violation of the
immediately preceding sentence at any time prior to the payment in full in cash
of the Guaranteed Obligations and all other amounts payable under this
Guaranty, such amount shall be received and held in trust for the benefit of
the Guaranteed Noteholder Parties, shall be segregated from other property and
funds of such Guarantor and shall forthwith be paid or delivered to each
Administrative Agent pro rata in accordance with the amount of principal
outstanding under each Guaranteed Note, in the same form as so received (with
any necessary endorsement or assignment) to be credited and applied


 


4

















 


to the Guaranteed
Obligations and all other amounts payable under this Guaranty, whether matured
or unmatured, by each Administrative Agent pro rata to each applicable
Guaranteed Noteholder according to the interests of such Guaranteed Noteholder
in and to the principal outstanding at such time under the applicable
Guaranteed Note, or as otherwise may be specified pursuant to the terms of the
Loan Documents, or to be delivered to the Collateral Agent and held as
Collateral for any Guaranteed Obligations or other amounts payable under this
Guaranty thereafter arising.  If
(i) any Guarantor shall make payment to any Guaranteed Noteholder Party of
all or any part of the Guaranteed Obligations and (ii) all of the
Guaranteed Obligations and all other amounts payable under this Guaranty shall
have been paid in full in cash, the Guaranteed Noteholder Parties will, at such
Guarantor’s request and expense, execute and deliver to such Guarantor
appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to such Guarantor of an
interest in the Guaranteed Obligations resulting from such payment made by such
Guarantor pursuant to this Guaranty.


 


Section 5.  Payments
Free and Clear of Taxes, Etc.(a) 
Any and all payments made by any Guarantor under or in respect of this
Guaranty or any other Loan Document shall be made free and clear of and without
deduction for any and all present or future taxes, levies, imposts, duties,
fees, assessments or other charges of whatever nature now or hereafter imposed
by any jurisdiction or by any political subdivision or taxing authority thereof
or therein with respect to such payments (but excluding, any tax imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or therein
(i) measured by or based on the net income or net profits of a Guaranteed
Noteholder, or (ii) to the extent that such tax results from a change in the
circumstances of the Guaranteed Noteholder, including a change in the
residence, place of organization, or principal place of business of the
Guaranteed Noteholder, or a change in the branch or lending office of the
Guaranteed Noteholder participating in the transactions set forth herein) and
all interest, penalties or similar liabilities with respect thereto (all such
non-excluded taxes, levies, imposts, duties, fees, assessments or other charges
being referred to collectively as “Taxes”). 
If any Guarantor shall be required by law to deduct any Taxes from or in
respect of any sum payable under or in respect of this Guaranty or any other
Loan Document to any Guaranteed Noteholder Party, (i) the sum payable by
such Guarantor shall be increased as may be necessary so that after such
Guarantor and the Administrative Agent have made all required deductions (including
deductions applicable to additional sums payable under this Section 5),
such Guaranteed Noteholder Party receives an amount equal to the sum it would
have received had no such deductions been made, (ii) such Guarantor shall
make all such deductions and (iii) such Guarantor shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law.


 


(b)                                 Each Guarantor will
indemnify each Guaranteed Noteholder Party for and hold it harmless against the
full amount of Taxes, and for the full amount of taxes of any kind imposed by
any jurisdiction on amounts payable under this Section 5, imposed on or
paid by such Guaranteed Noteholder Party and any liability (including
penalties, additions to tax, interest and expenses) arising therefrom or with
respect thereto.  This indemnification
shall be made within 30 days from the date such Guaranteed Noteholder Party
makes written demand therefor.


 


(c)                                  Within 30 days after
the date of any payment of Taxes by or on behalf of any Guarantor, such
Guarantor shall furnish to the Administrative Agent, at its address referred


 


5

















 


to in Section 9, the
original or a certified copy of a receipt evidencing such payment.  In the case of any payment hereunder by or
on behalf of any Guarantor through an account or branch outside the United
States or by or on behalf of such Guarantor by a payor that is not a United
States person, if such Guarantor determines that no Taxes are payable in
respect thereof, such Guarantor shall furnish, or shall cause such payor to
furnish, to the Administrative Agent, at such address, an opinion of counsel
acceptable to the Administrative Agent stating that such payment is exempt from
Taxes.  For purposes of
subsection (c) of this Section 5, the terms “United States” and “United States person”
shall have the meanings specified in Section 7701 of the Internal Revenue
Code.


 


(d)                                 In
the event a Guarantor is incorporated under the laws of the United States or a
state or jurisdiction thereof, then each Guaranteed Noteholder that is not
incorporated under the laws of the United States or a state thereof shall, so
long as it is lawfully able to do so:


 


(i)                                     deliver
to the relevant Guarantor and Administrative Agent two (2) duly completed
copies of United States Internal Revenue Service Form W-8ECI or Form W-8BEN, or
successor applicable form, as the case may be;


 


(ii)                                  deliver
to the relevant Guarantor and Administrative Agent two (2) further copies of
any such form or certification on or before the date that any such form or
certification expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recent form previously delivered by it to the
applicable Guarantor; and


 


(iii)                               obtain
such extensions of time for filing and completing such forms or certifications
as may reasonably be requested by the relevant Guarantor or Administrative
Agent.


 


Such Lender shall certify, in the case of a Form
W-8ECI or Form W-8BEN, that it is entitled to receive payments under this
Guaranty and the applicable Note without deduction or withholding of any United
States federal or state income taxes. 
Each Person not incorporated under the laws of the United States or a
state thereof that is an assignee of the applicable Guaranteed Note or part
thereof and this Guarantee pursuant to Section 14 shall, upon the
effectiveness of the related transfer, be required to provide all of the forms
and statements required pursuant to this Section 5(d).


 


(e)                                  If
any Guaranteed Noteholder Party determines, in its sole discretion, that it has
actually and finally realized, by reason of a refund, deduction or credit of
any Taxes paid or reimbursed by any Guarantor pursuant to subsection (a)
or (b) above in respect of payments under the Loan Documents, a current
monetary benefit that it would otherwise not have obtained, and that would
result in the total payments under this Section 5 exceeding the amount
needed to make such Guaranteed Noteholder Party whole, such Guaranteed
Noteholder Party shall pay to such Guarantor, with reasonable promptness
following the date on which it actually realizes such benefit, an amount equal
to the lesser of the amount of such benefit or the amount of such excess, in
each case net of all out-of-pocket expenses in securing such refund, deduction
or credit.


 


6

















 


Section 6.  Representations
and Warranties.  Each Guarantor
hereby makes each representation and warranty made in the Loan Documents by the
Company with respect to such Guarantor and each Guarantor hereby further
represents and warrants as follows:


 


(a)                                  There are no
conditions precedent to the effectiveness of this Guaranty that have not been
satisfied or waived.


 


(b)                                 Such Guarantor has,
independently and without reliance upon any Guaranteed Noteholder Party and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Guaranty and each other
Loan Document to which it is or is to be a party, and such Guarantor has
established adequate means of obtaining from each other Loan Party on a
continuing basis information pertaining to, and is now and on a continuing
basis will be completely familiar with, the business, condition (financial or
otherwise), operations, performance, properties and prospects of such other
Loan Party.


 


Section 7.  Covenants.  Each Guarantor covenants and agrees that, so
long as any part of the Guaranteed Obligations shall remain unpaid, such
Guarantor will perform and observe, and cause each of its Subsidiaries to
perform and observe, all of the terms, covenants and agreements set forth in
the Loan Documents on its or their part to be performed or observed or that the
Company has agreed to cause such Guarantor or such Subsidiaries to perform or
observe.


 


Section 8.  Amendments,
Guaranty Supplements, Etc.  (a)  No amendment or waiver of any provision of
this Guaranty and no consent to any departure by any Guarantor therefrom shall
in any event be effective unless the same shall be in writing and signed by the
Administrative Agent, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given; provided, however,
that no amendment, waiver or consent shall, unless in writing and signed by all
of the Guaranteed Noteholder Parties, (a) reduce or limit the obligations
of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit
any Guarantor’s liability with respect to the Obligations owing to the
Guaranteed Noteholder Parties under or in respect of the Loan Documents except
as provided in the next succeeding sentence, (b) postpone any date fixed
for payment hereunder or (c) change the number of Guaranteed Noteholder
Parties or the percentage of the aggregate unpaid principal amount of the
Advances that shall be required for the Guaranteed Noteholder Parties or any of
them to take any action hereunder.  Upon
the sale of a Guarantor to the extent permitted in accordance with the terms of
the Loan Documents, such Guarantor shall be automatically released from this
Guaranty.


 


(b)                                 Upon the execution and
delivery by any Person of a guaranty supplement in substantially the form of
Exhibit A hereto (each, a “Guaranty Supplement”),
(i) such Person shall be referred to as an “Additional
Guarantor” and shall become and be a Guarantor hereunder, and
each reference in this Guaranty to a “Guarantor”
shall also mean and be a reference to such Additional Guarantor, and each
reference in any other Loan Document to a “Subsidiary Guarantor”
shall also mean and be a reference to such Additional Guarantor, and
(ii) each reference herein to “this Guaranty”,
“hereunder”, “hereof”
or words of like import referring to this Guaranty, and each reference in any
other Loan Document to the “Guaranty”,


 


7

















 


“thereunder”, “thereof” or words of
like import referring to this Guaranty, shall mean and be a reference to this
Guaranty as supplemented by such Guaranty Supplement.


 


Section 9.  Notices,
Etc.  All notices and other
communications provided for hereunder shall be in writing (including
telegraphic, telecopy or telex communication) and mailed, telegraphed,
telecopied, telexed or delivered to it, if to any Guarantor, addressed to it in
care of the Company at the Company’s address specified on the signature pages
of the Guaranteed Notes, if to either Initial Guaranteed Noteholder or the
Administrative Agent, at the address for such Person specified in the
applicable Guaranteed Note, if to the Collateral Agent, at the address
specified for it in the Security Agreement and if to any party, at such other
address as shall be designated by such party in a written notice to each other
party.  All such notices and other
communications shall, when mailed, telegraphed, telecopied or telexed, be
effective when deposited in the mails, delivered to the telegraph company,
transmitted by telecopier or confirmed by telex answerback, respectively.  Delivery by telecopier of an executed counterpart
of a signature page to any amendment or waiver of any provision of this
Guaranty or of any Guaranty Supplement to be executed and delivered hereunder
shall be effective as delivery of an original executed counterpart thereof.


 


Section 10.  No
Waiver; Remedies.  No failure on the
part of any Guaranteed Noteholder Party to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.


 


Section 11.  Right
of Set-off.  Upon (a) the
occurrence and during the continuance of any Event of Default and (b) the
declaration by any Administrative Agent with respect to the applicable
Guaranteed Note and in accordance with the terms therewith, that all amounts
payable under the applicable Guaranteed Note are to be forthwith due and
payable, each Guaranteed Noteholder Party and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Guaranteed Noteholder Party or
such Affiliate to or for the credit or the account of any Guarantor against any
and all of the Obligations of such Guarantor now or hereafter existing under
the Loan Documents, irrespective of whether such Guaranteed Noteholder Party
shall have made any demand under this Guaranty or any other Loan Document and
although such Obligations may be unmatured. 
Each Guaranteed Noteholder Party agrees promptly to notify such
Guarantor after any such set-off and application; provided, however,
that the failure to give such notice shall not affect the validity of such
set-off and application.  The rights of
each Guaranteed Noteholder Party and their respective Affiliates under this
Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off) that such Guaranteed Noteholder Party and
their respective Affiliates may have.


 


Section 12.  Indemnification.  (a) 
Without limitation on any other Obligations of any Guarantor or remedies
of the Guaranteed Noteholder Parties under this Guaranty, each Guarantor shall,
to the fullest extent permitted by law, indemnify, defend and save and hold
harmless each Guaranteed Noteholder Party and each of their Affiliates and
their respective officers, directors, employees, agents and advisors (each, an
“Indemnified Party”) from and


 


8

















 


against, and shall pay on
demand, any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and out-of-pocket expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party in connection with or as a result of any failure of any Guaranteed
Obligations to be the legal, valid and binding obligations of any Loan Party
enforceable against such Loan Party in accordance with their terms.


 


(b)                                 Each Guarantor hereby
also agrees that none of the Indemnified Parties shall have any liability
(whether direct or indirect, in contract, tort or otherwise) to any of the
Guarantors or any of their respective Affiliates or any of their respective
officers, directors, employees, agents and advisors, and each Guarantor hereby
agrees not to assert any claim against any Indemnified Party on any theory of
liability, for special, indirect, consequential or punitive damages arising out
of or otherwise relating to the Guaranteed Notes, the actual or proposed use of
the proceeds of the Advances, the Loan Documents or any of the transactions
contemplated by the Loan Documents.


 


(c)                                  Without prejudice to
the survival of any of the other agreements of any Guarantor under this
Guaranty or any of the other Loan Documents, the agreements and obligations of
each Guarantor contained in Section 1(a) (with respect to enforcement
expenses), the last sentence of Section 2, Section 5 and this
Section 12 shall survive the payment in full of the Guaranteed Obligations
and all of the other amounts payable under this Guaranty.


 


Section 13.  Subordination.
Each Guarantor hereby subordinates any and all debts, liabilities and other
Obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed
Obligations to the extent and in the manner hereinafter set forth in this
Section 13:


 


(a)                                  Prohibited
Payments, Etc.  Except during the
continuance of an Event of Default (including the commencement and continuation
of any proceeding under any Bankruptcy Law relating to any other Loan Party),
each Guarantor may receive regularly scheduled payments from any other Loan
Party on account of the Subordinated Obligations.  After the occurrence and during the continuance of any Event of
Default (including the commencement and continuation of any proceeding under
any Bankruptcy Law relating to any other Loan Party), however, unless the
Administrative Agent otherwise agrees, no Guarantor shall demand, accept or
take any action to collect any payment on account of the Subordinated
Obligations.


 


(b)                                 Prior Payment of
Guaranteed Obligations.  In any
proceeding under any Bankruptcy Law relating to any other Loan Party, each
Guarantor agrees that the Guaranteed Noteholder Parties shall be entitled to
receive payment in full in cash of all Guaranteed Obligations (including all
interest and expenses accruing after the commencement of a proceeding under any
Bankruptcy Law, whether or not constituting an allowed claim in such proceeding
(“Post Petition Interest”))
before such Guarantor receives payment of any Subordinated Obligations.


 


(c)                                  Turn-Over.  After the occurrence and during the
continuance of any Event of Default (including the commencement and
continuation of any proceeding under any Bankruptcy Law relating to any other
Loan Party), each Guarantor shall, if the


 


9

















 


Administrative Agent so requests, collect,
enforce and receive payments on account of the Subordinated Obligations as
trustee for the Guaranteed Noteholder Parties and deliver such payments to each
Administrative Agent (pro rata according to the amount of principal outstanding
at such time under the applicable Guaranteed Note) on account of the Guaranteed
Obligations (including all post petition interest), together with any necessary
endorsements or other instruments of transfer, but without reducing or
affecting in any manner the liability of such Guarantor under the other
provisions of this Guaranty.


 


(d)                                 Administrative
Agent Authorization.  After the
occurrence and during the continuance of any Event of Default (including the
commencement and continuation of any proceeding under any Bankruptcy Law
relating to any other Loan Party), each Administrative Agent is authorized and
empowered (but without any obligation to so do), in its discretion, (i) in the
name of each Guarantor, to collect and enforce, and to submit claims in respect
of, Subordinated Obligations and to apply any amounts received thereon to the
Guaranteed Obligations (including any and all post petition interest), and (ii)
to require each Guarantor (A) to collect and enforce, and to submit claims in
respect of, Subordinated Obligations and (B) to pay any amounts received on
such obligations to each Administrative Agent (pro rata according to the amount
of principal outstanding at such time under each Guaranteed Note) for
application to the Guaranteed Obligations (including any and all post petition
interest).


 


Section 14.  Continuing
Guaranty; Assignments under the Guaranteed Notes.  This Guaranty is a continuing guaranty and shall (a) remain
in full force and effect until the payment in full in cash of the Guaranteed
Obligations and all other amounts payable under this Guaranty, (b) be
binding upon the Guarantor, its successors and assigns and (c) inure to
the benefit of and be enforceable by the Guaranteed Noteholder Parties and
their successors, transferees and assigns. 
Without limiting the generality of clause (c) of the immediately
preceding sentence, any Guaranteed Noteholder Party may assign or otherwise
transfer all or any portion of its rights and obligations under the applicable
Guaranteed Note (including, without limitation, all or any portion of the
Advances owing to it) to any other Person, in accordance with the terms of the
applicable Guaranteed Note and such other Person shall thereupon become vested
with all the benefits in respect thereof granted to such Guaranteed Noteholder
Party herein or otherwise.  No Guarantor
shall have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Guaranteed Noteholder Parties, except
as otherwise provided in the applicable Guaranteed Note.


 


Section 15.  Execution
in Counterparts.  This Guaranty and
each amendment, waiver and consent with respect hereto may be executed in any
number of counterparts and by different parties thereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed
counterpart of a signature page to this Guaranty by telecopier shall be
effective as delivery of an original executed counterpart of this Guaranty.


 


Section 16.  Governing
Law; Jurisdiction; Waiver of Jury Trial, Etc.  (a)  This Guaranty shall
be governed by, and construed in accordance with, the laws of the State of
New York.


 


10

















 


(b)                                 Each Guarantor hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Guaranty or any of the other Loan Documents to which it is or is to be
a party, or for recognition or enforcement of any judgment, and each Guarantor
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such New York
State court or, to the extent permitted by law, in such federal court.  Each Guarantor agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Guaranty or any
other Loan Document shall affect any right that any party may otherwise have to
bring any action or proceeding relating to this Guaranty or any other Loan
Document in the courts of any jurisdiction.


 


(c)                                  Each Guarantor
irrevocably and unconditionally waives, to the fullest extent it may legally
and effectively do so, any objection that it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Guaranty or any of the other Loan Documents to which it is or is to be a
party in any New York State or federal court.  Each Guarantor hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such suit, action or proceeding in any such court.


 


(d)                                 EACH GUARANTOR HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY
SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT
THEREOF.


 


[Remainder of this page left blank intentionally]


 


11

















 


IN WITNESS WHEREOF, each Guarantor has caused this
Guaranty to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.


 


 


	
   

  	
  ADVANCED TELEMARKETING

  
	
   

  	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/  Herman
  M. Schwarz

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IQI, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/  Herman
  M. Schwarz

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LEXI INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/  Herman
  M. Schwarz

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INTERSERV SERVICES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/  Gene
  Speyer

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EBA DIRECT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/  Herman
  M. Schwarz

  
	
   

  	
   

  	
  Title: President

  



 

















 


Exhibit A

To The

Guaranty


 


FORM OF SUBSIDIARY GUARANTY SUPPLEMENT


 


                         
     ,        


 


                                   ,
as Administrative Agent

[Address of Administrative Agent]


 


Attention: 
                     


 


Guaranteed Notes dated as
of November 5, 2003 by Aegis Communications Group, Inc., a

Delaware corporation (the “Company”)


 


 


Ladies and Gentlemen:


 


Reference is made to the above-captioned Guaranteed
Notes and to the Guaranty referred to therein (such Guaranty, as in effect on
the date hereof and as it may hereafter be amended, supplemented or otherwise
modified from time to time, together with this Guaranty Supplement, being the “Guaranty”).  The capitalized terms defined in the
Guaranty or in the Guaranteed Notes and not otherwise defined herein are used
herein as therein defined.


 


Section 1.  Guaranty; Limitation of Liability.  (a) 
The undersigned hereby absolutely, unconditionally and irrevocably
guarantees the punctual payment when due, whether at scheduled maturity or on
any date of a required prepayment or by acceleration, demand or otherwise, of
all Obligations of each other Loan Party now or hereafter existing under or in
respect of the Loan Documents (including, without limitation, any extensions,
modifications, substitutions, amendments or renewals of any or all of the
foregoing Obligations), whether direct or indirect, absolute or contingent, and
whether for principal, interest, premium, fees, indemnities, contract causes of
action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay
any and all expenses (including, without limitation, reasonable fees and
out-of-pocket expenses of counsel) incurred by the Administrative Agent or any
other Guaranteed Noteholder Party in enforcing any rights under this Guaranty
Supplement, the Guaranty or any other Loan Document.  Without limiting the generality of the foregoing, the
undersigned’s liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any other Loan Party to any
Guaranteed Noteholder Party under or in respect of the Loan Documents but for
the fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving such other Loan
Party.


 


(b)                                 The
undersigned, and by its acceptance of this Guaranty Supplement, each
Administrative Agent and each other Guaranteed Noteholder Party, hereby confirms
that it is the intention of all such Persons that this Guaranty Supplement, the
Guaranty and the Obligations of


 

















 


the undersigned hereunder
and thereunder not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar foreign, federal or state law to the
extent applicable to this Guaranty Supplement, the Guaranty and the Obligations
of the undersigned hereunder and thereunder. 
To effectuate the foregoing intention, each Administrative Agent, the
other Guaranteed Noteholder Parties and the undersigned hereby irrevocably
agree that the Obligations of the undersigned under this Guaranty Supplement
and the Guaranty at any time shall be limited to the maximum amount as will
result in the Obligations of the undersigned under this Guaranty Supplement and
the Guaranty not constituting a fraudulent transfer or conveyance.


 


(c)                                  The
undersigned hereby unconditionally and irrevocably agrees that in the event any
payment shall be required to be made to any Guaranteed Noteholder Party under
this Guaranty Supplement, the Guaranty or any other guaranty, the undersigned
will contribute, to the maximum extent permitted by applicable law, such
amounts to each other Guarantor and each other guarantor so as to maximize the
aggregate amount paid to the Guaranteed Noteholder Parties under or in respect
of the Loan Documents.


 


Section 2.  Obligations Under the Guaranty.  The undersigned hereby agrees, as of the
date first above written, to be bound as a Guarantor by all of the terms and
conditions of the Guaranty to the same extent as each of the other Guarantors
thereunder.  The undersigned further
agrees, as of the date first above written, that each reference in the Subsidiary  Guaranty to an “Additional
Guarantor” or a “Guarantor” shall also
mean and be a reference to the undersigned, and each reference in any other
Loan Document to a “Subsidiary Guarantor”
or a “Loan Party” shall also mean and be a
reference to the undersigned.


 


Section 3.  Representations and Warranties.  The undersigned hereby makes each
representation and warranty set forth in Section 6 of the Guaranty to the
same extent as each other Guarantor.


 


Section 4.  Delivery by Telecopier.  Delivery of an executed counterpart of a
signature page to this Guaranty Supplement by telecopier shall be effective as
delivery of an original executed counterpart of this Guaranty Supplement.


 


Section 5.  Governing Law; Jurisdiction; Waiver of
Jury Trial, Etc.  (a)  This Guaranty Supplement shall be governed
by, and construed in accordance with, the laws of the State of New York.


 


(b)                                 The
undersigned hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
any federal court of the United States of America sitting in New York
City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Guaranty Supplement, the Guaranty or any of
the other Loan Documents to which it is or is to be a party, or for recognition
or enforcement of any judgment, and the undersigned hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court.  The undersigned agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner


 


2

















 


provided by law.  Nothing in this Guaranty Supplement or the
Guaranty or any other Loan Document shall affect any right that any party may
otherwise have to bring any action or proceeding relating to this Guaranty
Supplement, the Guaranty or any of the other Loan Documents to which it is or
is to be a party in the courts of any other jurisdiction.


 


(c)                                  The
undersigned irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Guaranty Supplement, the Guaranty or any of the other Loan
Documents to which it is or is to be a party in any New York State or
federal court.  The undersigned hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such suit, action or proceeding in any
such court.


 


(d)                                 THE
UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES OR THE
ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR
ENFORCEMENT THEREOF.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF ADDITIONAL GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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