QuickLinks
 -- Click here to rapidly navigate through this document

Exhibit 10.46  


 
 

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
 
	 	 
	 	Page

	Section 1.	 	Guaranty; Limitation of Liability	 	1
	

Section 2.	
 	

Guaranty Absolute	
 	

2
	

Section 3.	
 	

Waivers and Acknowledgments	
 	

3
	

Section 4.	
 	

Subrogation	
 	

3
	

Section 5.	
 	

Payments Free and Clear of Taxes, Etc.	
 	

4
	

Section 6.	
 	

Representations and Warranties	
 	

5
	

Section 7.	
 	

Covenants	
 	

6
	

Section 8.	
 	

Amendments, Guaranty Supplements, Etc.	
 	

6
	

Section 9.	
 	

Notices, Etc.	
 	

6
	

Section 10.	
 	

No Waiver; Remedies	
 	

7
	

Section 11.	
 	

Right of Set-off	
 	

7
	

Section 12.	
 	

Indemnification	
 	

7
	

Section 13.	
 	

Subordination	
 	

7
	

Section 14.	
 	

Continuing Guaranty; Assignments under the Guaranteed Notes	
 	

8
	

Section 15.	
 	

Execution in Counterparts	
 	

8
	

Section 16.	
 	

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

9
	

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; 


        (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 



2





 




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. 


        (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 


3





 



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 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 


4





 



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
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. 



        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. 



5





 

        (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",
"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. 


6





 



        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 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 



7





 

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 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 


8





 



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. 


        (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] 


9








        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 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:




2









QuickLinks


SUBSIDIARY GUARANTY

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



SUBSIDIARY GUARANTY


FORM OF SUBSIDIARY GUARANTY SUPPLEMENT