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                                                                  EXHIBIT 4.2(b)

                                                                  Execution Copy

                                    GUARANTY

THIS GUARANTY, dated as of November 19, 2003 (this "Guaranty") by and among
TELEX COMMUNICATIONS HOLDINGS, INC., a Delaware corporation ("Holdings"), TELEX
COMMUNICATIONS INTERMEDIATE HOLDING, LLC, a Delaware limited liability company
("Parent"), TELEX COMMUNICATIONS INTERNATIONAL, LTD., a Delaware corporation
("TCI" and together with Holdings and Parent each a "Guarantor" and collectively
and jointly and severally, the "Guarantors") and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as Agent (in such capacity, "Agent") for
itself and the lenders from time to time party to the Credit Agreement as
defined below ("Lenders").

WHEREAS:

(A)      Pursuant to that certain Credit Agreement dated as of the date hereof
         (including all annexes, exhibits and schedules thereto, and as from
         time to time amended, restated, supplemented or otherwise modified, the
         "Credit Agreement") by and among TELEX COMMUNICATIONS, INC., a Delaware
         corporation ("Borrower"), Guarantors, the financial institutions party
         thereto from time to time as Lenders, and General Electric Capital
         Corporation as initial L/C Issuer, Lender and Agent, pursuant to which,
         among other things, Lenders have agreed to make a certain credit
         facility available to Borrower upon the terms and subject to the
         conditions specified in the Credit Agreement;

(B)      Borrower wishes to borrow certain Loans and cause certain Letters of
         Credit to be issued;

(C)      each Guarantor will benefit from the making of the Loans and the Letter
         of Credit Obligations as provided for in the Credit Agreement; and

(D)      in order to induce Lenders to make the Loans and incur the Letter of
         Credit Obligations as provided for in the Credit Agreement, each
         Guarantor has agreed to guarantee payment of the Obligations;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter
contained, and to induce Lenders to make the Loans and to incur the Letter of
Credit Obligations to be made and incurred by Lenders under the Credit
Agreement, it is agreed as follows:

1.       DEFINITIONS

         Capitalized terms used herein shall have the meanings assigned to them
         in the Credit Agreement and Annex A thereto, unless otherwise defined
         herein.

         References to this "Guaranty" shall mean this Guaranty, including all
         amendments, modifications and supplements and any annexes, exhibits and
         schedules to any of the foregoing, and shall refer to this Guaranty as
         the same may be in effect at the time such reference becomes operative.

2.       THE GUARANTY

2.1      Guaranty of Guaranteed Obligations

         Each Guarantor hereby absolutely, unconditionally and irrevocably
         guarantees to Agent for the ratable benefit of the Lenders and their
         respective successors, endorsees, transferees and assigns, the prompt
         payment (whether at stated maturity, by acceleration or otherwise) and
         performance of the Obligations (collectively, the "Guaranteed
         Obligations"). Each Guarantor agrees that this

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         Guaranty is a guaranty of payment and performance and not of
         collection, and that its obligations under this Guaranty shall be
         primary, absolute and unconditional, irrespective of, and unaffected
         by:

         (a)      the genuineness, validity, regularity, enforceability or any
                  future amendment of, or change in, this Guaranty, any other
                  Loan Document or any other agreement, document or instrument
                  to which any Credit Party and/or such Guarantor is or may
                  become a party;

         (b)      the absence of any action to enforce this Guaranty or any
                  other Loan Document or the waiver or consent by Agent and/or
                  Lenders with respect to any of the provisions thereof;

         (c)      the existence, value or condition of, or failure to perfect
                  Agent's Lien against, any Collateral for the Guaranteed
                  Obligations or any action, or the absence of any action, by
                  Agent in respect thereof (including, without limitation, the
                  release of any such security);

         (d)      the insolvency of any Credit Party; or

         (e)      any other action or circumstances which might otherwise
                  constitute a legal or equitable discharge or defense of a
                  surety or guarantor,

         it being agreed by each Guarantor that its obligations under this
         Guaranty shall not be discharged until the Termination Date. Each
         Guarantor shall be regarded, and shall be in the same position, as
         principal debtor with respect to the Guaranteed Obligations. Each
         Guarantor agrees that any notice or directive given at any time to
         Agent which is inconsistent with the waiver in the immediately
         preceding sentence shall be null and void and may be ignored by Agent
         and Lenders and, in addition, may not be pleaded or introduced as
         evidence in any litigation relating to this Guaranty for the reason
         that such pleading or introduction would be at variance with the
         written terms of this Guaranty, unless Agent and Lenders have
         specifically agreed otherwise in writing. It is agreed among each
         Guarantor, Agent and Lenders that the foregoing waivers are of the
         essence of the transaction contemplated by the Loan Documents and that,
         but for this Guaranty and such waivers, Agent and Lenders would decline
         to enter into the Credit Agreement.

2.2      Demand by Agent or Lenders

         In addition to the terms of the Guaranty set forth in Section 2.1
         hereof, and in no manner imposing any limitation on such terms, it is
         expressly understood and agreed that, if, at any time, the outstanding
         principal amount of the Guaranteed Obligations under the Credit
         Agreement (including all accrued interest thereon) is declared to be
         immediately due and payable, then each Guarantor shall without demand,
         pay to the holders of the Guaranteed Obligations the entire outstanding
         Guaranteed Obligations due and owing to such holders. Payment by each
         Guarantor shall be made to Agent in immediately available funds to an
         account, designated by Agent or at the address set forth herein for the
         giving of notice to Agent or at any other address that may be specified
         in writing from time to time by Agent, and shall be credited and
         applied to the Guaranteed Obligations.

2.3      Enforcement of Guaranty

         In no event shall Agent have any obligation (although it is entitled,
         at its option) to proceed against Borrower or any other Credit Party or
         any Collateral pledged to secure Guaranteed Obligations before seeking
         satisfaction from any Guarantor, and Agent may proceed, prior or
         subsequent to, or simultaneously with, the enforcement of Agent's
         rights hereunder, to exercise any right or remedy which it may have
         against any Collateral, as a result of any Lien it may have as security
         for all or any portion of the Guaranteed Obligations.

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2.4      Waiver

         In addition to the waivers contained in Section 2.1 hereof, each
         Guarantor waives and agrees that it shall not at any time insist upon,
         plead or in any manner whatsoever claim or take the benefit or
         advantage of, any appraisal, valuation, stay, extension, marshaling of
         assets or redemption laws, or exemption, whether now or at any time
         hereafter in force, which may delay, prevent or otherwise affect the
         performance by such Guarantor of its Guaranteed Obligations under, or
         the enforcement by Agent or Lenders of, this Guaranty. Each Guarantor
         hereby waives diligence, presentment and demand (whether for
         non-payment or protest or of acceptance, maturity, extension of time,
         change in nature or form of the Guaranteed Obligations, acceptance of
         further security, release of further security, composition or agreement
         arrived at as to the amount of, or the terms of, the Guaranteed
         Obligations, notice of adverse change in Borrower's financial condition
         or any other fact which might increase the risk to such Guarantor) with
         respect to any of the Guaranteed Obligations or all other demands
         whatsoever and, to the fullest extent permitted by law, waives the
         benefit of all provisions of law which are or might be in conflict with
         the terms of this Guaranty. Each Guarantor represents, warrants and
         agrees that, as of the date of this Guaranty, its obligations under
         this Guaranty are not subject to any offsets or defenses against Agent
         or Lenders or any Credit Party of any kind. Each Guarantor further
         agrees that its obligations under this Guaranty shall not be subject to
         any counterclaims, offsets or defenses against Agent or any Lender or
         against any Credit Party of any kind which may arise in the future,
         except as may be provided or permitted by the Credit Agreement.

2.5      Benefit of Guaranty

         The provisions of this Guaranty are for the benefit of Agent and
         Lenders and their respective successors, transferees, endorsees and
         assigns, and nothing herein contained shall impair, as between any
         Credit Party and Agent or Lenders, the obligations of any Credit Party
         under the Loan Documents. In the event all or any part of the
         Guaranteed Obligations are transferred, indorsed or assigned by Agent
         or any Lender to any Person or Persons, any reference to "Agent" or
         "Lender" herein shall be deemed to refer equally to such Person or
         Persons.

2.6      Modification of Guaranteed Obligations, Etc.

         Each Guarantor hereby acknowledges and agrees that Agent and Lenders
         may at any time or from time to time, with or without the consent of,
         or notice to such Guarantor:

         (a)      change or extend the manner, place or terms of payment of, or
                  renew or alter all or any portion of, the Guaranteed
                  Obligations;

         (b)      take any action under or in respect of the Loan Documents in
                  the exercise of any remedy, power or privilege contained
                  therein or available to it at law, equity or otherwise, or
                  waive or refrain from exercising any such remedies, powers or
                  privileges;

         (c)      amend or modify, in any manner whatsoever, the Loan Documents;

         (d)      extend or waive the time for any Credit Party's performance
                  of, or compliance with, any term, covenant or agreement on its
                  part to be performed or observed under the Loan Documents, or
                  waive such performance or compliance or consent to a failure
                  of, or departure from, such performance or compliance;

         (e)      take and hold Collateral for the payment of the Guaranteed
                  Obligations guaranteed hereby or sell, exchange, release,
                  dispose of, or otherwise deal with, any property

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                  pledged, mortgaged or conveyed, or in which Agent or Lenders
                  have been granted a Lien, to secure any Obligations;

         (f)      release anyone who may be liable in any manner for the payment
                  of any amounts owed by such Guarantor or any Credit Party to
                  Agent or any Lender;

         (g)      modify or terminate the terms of any intercreditor or
                  subordination agreement pursuant to which claims of other
                  creditors of such Guarantor or any Credit Party are
                  subordinated to the claims of Agent and Lenders; and/or

         (h)      apply any sums by whomever paid or however realized to any
                  amounts owing by such Guarantor or any Credit Party to Agent
                  or any Lender in such manner as Agent or any Lender shall
                  determine in its discretion,

         and Agent and Lenders shall not incur any liability to such Guarantor
         as a result thereof, and no such action shall impair or release the
         Guaranteed Obligations of such Guarantor under this Guaranty.

2.7      Reinstatement

         This Guaranty shall remain in full force and effect and continue to be
         effective should any petition be filed by or against any Credit Party
         or any Guarantor for liquidation or reorganization, should any Credit
         Party or any Guarantor become insolvent or make an assignment for the
         benefit of creditors or should a receiver or trustee be appointed for
         all or any significant part of such Credit Party's or such Guarantor's
         assets, and shall continue to be effective or be reinstated, as the
         case may be, if at any time payment and performance of the Guaranteed
         Obligations, or any part thereof, is, pursuant to applicable law,
         rescinded or reduced in amount, or must otherwise be restored or
         returned by Agent or any Lender, whether as a "voidable preference",
         "fraudulent conveyance", or otherwise, all as though such payment or
         performance had not been made. In the event that any payment, or any
         part thereof, is rescinded, reduced, restored or returned, the
         Guaranteed Obligations shall be reinstated and deemed reduced only by
         such amount paid and not so rescinded, reduced, restored or returned.

2.8      Deferral of Subrogation, Etc.

         Notwithstanding anything to the contrary in this Guaranty, or in any
         other Loan Document, each Guarantor hereby:

         (a)      expressly and irrevocably waives, on behalf of itself and its
                  successors and assigns (including any surety) until the
                  Termination Date, any and all rights at law or in equity to
                  subrogation, to reimbursement, to exoneration, to
                  contribution, to indemnification, to set off or to any other
                  rights that could accrue to a surety against a principal, to
                  such Guarantor against a principal, to such Guarantor against
                  a maker or obligor, to an accommodation party against the
                  party accommodated, to a holder or transferee against a maker,
                  or to the holder of any claim against any Person, and which
                  such Guarantor may have or hereafter acquire against any
                  Credit Party in connection with or as a result of such
                  Guarantor's execution, delivery and/or performance of this
                  Guaranty, or any other documents relating to the Obligations
                  to which such Guarantor is a party or otherwise; and

         (b)      acknowledges and agrees that this waiver is intended to
                  benefit Agent and Lenders and shall not limit or otherwise
                  effect such Guarantor's liability hereunder or the
                  enforceability of this Guaranty, and that Agent, Lenders and
                  their respective successors

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                  and assigns are intended third party beneficiaries of the
                  waivers and agreements set forth in this Section 2.8 and their
                  rights under this Section 2.8 shall survive payment in full of
                  the Guaranteed Obligations. The foregoing waiver shall not be
                  deemed to limit or prohibit the payment of indebtedness or
                  other obligations of any Guarantor to any Credit Party or
                  other Person which is incurred in the ordinary course of
                  business and which is otherwise permitted under the Credit
                  Agreement or this Guaranty.

2.9      Election of Remedies

         If Agent may, under applicable law, proceed to realize benefits under
         any of the Loan Documents giving Agent or Lenders a Lien upon any
         Collateral owned by any Credit Party, either by judicial foreclosure or
         by non-judicial sale or enforcement, Agent may, at its sole option,
         determine which of such remedies or rights it may pursue without
         affecting any of such rights and remedies under this Guaranty. If, in
         the exercise of any of its rights and remedies, Agent shall forfeit any
         of its rights or remedies, including its right to enter a deficiency
         judgment against any Credit Party, whether because of any applicable
         laws pertaining to "election of remedies" or the like, each Guarantor
         hereby consents to such action by Agent and waives any claim based upon
         such action, even if such action by Agent shall result in a full or
         partial loss of any rights of subrogation which such Guarantor might
         otherwise have had but for such action by Agent. Any election of
         remedies which results in the denial or impairment of the right of
         Agent to seek a deficiency judgment against any Credit Party shall not
         impair any Guarantor's obligation to pay the full amount of the
         Guaranteed Obligations. In the event Agent shall bid at any foreclosure
         or trustee's sale or at any private sale permitted by law or the Loan
         Documents, Agent may bid all or less than the amount of the Guaranteed
         Obligations and the amount of such bid need not be paid by Agent but
         shall be credited against the Guaranteed Obligations. The amount of the
         successful bid at any such sale shall be conclusively deemed to be the
         fair market value of the collateral and the difference between such bid
         amount and the remaining balance of the Guaranteed Obligations shall be
         conclusively deemed to be the amount of the Guaranteed Obligations
         guaranteed under this Guaranty, notwithstanding that any present or
         future law or court decision or ruling may have the effect of reducing
         the amount of any deficiency claim to which Agent and Lenders might
         otherwise be entitled but for such bidding at any such sale.

3.       DELIVERIES

         In a form satisfactory to Agent, each Guarantor shall deliver to Agent
         (with sufficient copies for each Lender), concurrently with the
         execution of this Guaranty and the Credit Agreement, the Loan Documents
         and other instruments, certificates and documents as are required to be
         delivered by such Guarantor to Agent under the Credit Agreement, to the
         extent not otherwise delivered thereunder.

4.       REPRESENTATIONS AND WARRANTIES

         To induce Lenders to make the Loans and incur Letter of Credit
         Obligations under the Credit Agreement, each Guarantor makes the
         representations and warranties as to such Guarantor contained in the
         Credit Agreement, each of which is incorporated herein by reference,
         and all of which shall be deemed to be made on the date of each
         borrowing by any Borrower under the Credit Agreement on and as of the
         date of such borrowing as though made hereunder on and as of such date.

5.       FURTHER ASSURANCES

         Each Guarantor agrees, upon the written request of Agent or any Lender,
         to execute and deliver to Agent or such Lender, from time to time, any
         additional instruments or documents reasonably

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         considered necessary by Agent or such Lender to cause this Guaranty to
         be, become or remain valid and effective in accordance with its terms.

6.       PAYMENTS FREE AND CLEAR OF TAXES

         All payments required to be made by each Guarantor hereunder shall be
         made subject to the provisions of Section 1.11 of the Credit Agreement,
         which is incorporated by reference herein mutatis mutandi, and in
         respect of such payments to be made hereunder, each Guarantor shall
         have all obligations of a Credit Party under such Section 1.11.

7.       OTHER TERMS

7.1      Entire Agreement

         This Guaranty, the Credit Agreement, the Notes and the other Loan
         Documents embody the entire agreement among the parties hereto and
         supersede all prior commitments, agreements, representations, and
         understandings, whether oral or written, relating to the subject matter
         hereof, and may not be contradicted or varied by evidence of prior,
         contemporaneous, or subsequent oral agreements or discussions of the
         parties hereto.

7.2      Headings

         Section and subsection headings are included herein for convenience of
         reference only and shall not constitute a part of this Guaranty for any
         other purposes or be given substantive effect.

7.3      Severability

         The invalidity, illegality, or unenforceability in any jurisdiction of
         any provision of this Guaranty shall not affect or impair the remaining
         provisions of this Guaranty.

7.4      Notices

         Any notice or other communication required shall be in writing
         addressed to the respective party as set forth below and may be
         personally served, telecopied, sent by overnight courier service or
         U.S. mail and shall be deemed to have been given: (a) if delivered in
         person, when delivered; (b) if delivered by fax, on the date of
         transmission if transmitted on a Business Day before 4:00 p.m. New York
         Time; (c) if delivered by overnight courier, one (1) Business Day after
         delivery to the courier properly addressed; or (d) if delivered by U.S.
         mail, four (4) Business Days after deposit with postage prepaid and
         properly addressed.

         Notices shall be addressed as follows:

         (a)      If to Agent, at:

                  General Electric Capital Corporation
                  335 Madison Avenue, 12th Floor
                  New York, NY  10017
                  Attention: Telex Account Officer
                  Telephone No.: (212) 370-8000
                  Telecopier No.: (212) 370-8088

                  with copies to:

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                  General Electric Capital Corporation
                  Capital Funding, Inc.
                  500 West Monroe Street
                  Chicago, IL  60661
                  Attention: Corporate Counsel
                  Corporate Financial Services - Global Sponsor Finance
                  Telephone No.: (312) 441-7244
                  Telecopier No.: (312) 441-6876

                  and:

                  General Electric Capital Corporation
                  201 High Ridge Road
                  Stamford, CT  06927-5100
                  Attention: Corporate Counsel
                  Corporate Financial Services - Global Sponsor Finance
                  Telephone No.: (203) 316-7552
                  Telecopier No.: (203) 316-7899

         (b)      If to any Lender, at the address of such Lender specified in
                  the Credit Agreement;

         (c)      If to any Guarantor at:

                  c/o Telex Communications, Inc.
                  12000 Portland Avenue South
                  Burnsville, Minnesota  55337
                  Attention: President and CEO
                  Telephone No.: (952) 887-7487
                  Telecopier No.: (952) 886-3773

7.5      Successors and Assigns

         This Guaranty and all obligations of each Guarantor hereunder shall be
         binding upon the successors and assigns of such Guarantor (including a
         debtor-in-possession on behalf of such Guarantor) and shall, together
         with the rights and remedies of Agent, for itself and for the benefit
         of Lenders, hereunder, inure to the benefit of Agent and Lenders, all
         future holders of any instrument evidencing any of the Obligations and
         their respective successors and assigns. No sales of participations,
         other sales, assignments, transfers or other dispositions of any
         agreement governing or instrument evidencing the Obligations or any
         portion thereof or interest therein shall in any manner affect the
         rights of Agent and Lenders hereunder. No Guarantor may assign, sell,
         hypothecate or otherwise transfer any interest in or obligation under
         this Guaranty.

7.6      No Waiver; Cumulative Remedies; Amendments

         Neither Agent nor any Lender shall by any act, delay, omission or
         otherwise be deemed to have waived any of its rights or remedies
         hereunder, and no waiver shall be valid unless in writing, signed by
         Agent and then only to the extent therein set forth. A waiver by Agent,
         for itself and the ratable benefit of Lenders, of any right or remedy
         hereunder on any one occasion shall not be construed as a bar to any
         right or remedy which Agent would otherwise have had on any future
         occasion. No failure to exercise nor any delay in exercising, on the
         part of Agent or any Lender,

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         any right, power or privilege hereunder, shall operate as a waiver
         thereof, nor shall any single or partial exercise of any right, power
         or privilege hereunder preclude any other or future exercise thereof or
         the exercise of any other right, power or privilege. The rights and
         remedies hereunder provided are cumulative and may be exercised singly
         or concurrently, and are not exclusive of any rights and remedies
         provided by law. None of the terms or provisions of this Guaranty may
         be waived, altered, modified, supplemented or amended except by an
         instrument in writing, duly executed by Agent and each Guarantor.

7.7      Termination

         This Guaranty is a continuing guaranty and shall remain in full force
         and effect until the Termination Date. Upon the Termination Date, Agent
         shall deliver to each Guarantor such documents as such Guarantor may
         reasonably request to evidence such termination.

7.8      Counterparts; Effectiveness

         This Guaranty and any amendments, waivers, consents or supplements may
         be executed in any number of counterparts and by different parties
         hereto in separate counterparts, each of which when so executed and
         delivered shall be deemed an original, but all of which counterparts
         together shall constitute but one in the same instrument. This Guaranty
         shall become effective upon the execution of a counterpart hereof by
         each of the parties hereto.

7.9      Consent to Jurisdiction

         (a)      THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE
                  GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
                  WITH THE INTERNATIONAL LAWS OF THE STATE OF NEW YORK WITHOUT
                  REGARD TO CONFLICTS OF LAW PRINCIPLES WHICH SHALL BE DEEMED
                  NOT TO INCLUDE SECTION 5-1401 OF THE NEW YORK GENERAL
                  OBLIGATIONS LAW.

         (b)      EACH GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY
                  STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE
                  OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT'S
                  ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
                  RELATING TO THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS
                  SHALL BE LITIGATED IN SUCH COURTS. EACH GUARANTOR EXPRESSLY
                  SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID
                  COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH
                  GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
                  PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE
                  MADE UPON SUCH GUARANTOR BY CERTIFIED OR REGISTERED MAIL,
                  RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH GUARANTOR, AT THE
                  ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL
                  BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED. IN
                  ANY LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION
                  PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN
                  DOCUMENTS, ALL DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF
                  EACH GUARANTOR OR ANY OF ITS AFFILIATES SHALL BE DEEMED TO BE
                  EMPLOYEES OR MANAGING AGENTS OF SUCH GUARANTOR FOR PURPOSES OF
                  ALL APPLICABLE LAW OR COURT RULES REGARDING THE PRODUCTION OF
                  WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A DEPOSITION, AT
                  TRIAL OR OTHERWISE). EACH GUARANTOR AGREES THAT

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<PAGE>

                  AGENT'S OR ANY LENDER'S COUNSEL IN ANY SUCH DISPUTE RESOLUTION
                  PROCEEDING MAY EXAMINE ANY OF THESE INDIVIDUALS AS IF UNDER
                  CROSS-EXAMINATION AND THAT ANY DISCOVERY DEPOSITION OF ANY OF
                  THEM MAY BE USED IN THAT PROCEEDING AS IF IT WERE AN EVIDENCE
                  DEPOSITION. EACH GUARANTOR IN ANY EVENT WILL USE ALL
                  COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE
                  RESOLUTION PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED
                  BY AGENT OR ANY LENDER, ALL PERSONS, DOCUMENTS (WHETHER IN
                  TANGIBLE, ELECTRONIC OR OTHER FORM) OR OTHER THINGS UNDER
                  THEIR CONTROL AND RELATING TO THE DISPUTE.

7.10     Waiver of Jury Trial

         EACH GUARANTOR HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR
         CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY AND THE
         OTHER LOAN DOCUMENTS. EACH GUARANTOR ACKNOWLEDGES THAT THIS WAIVER IS A
         MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT AGENT
         HAS RELIED ON THE WAIVER IN ENTERING INTO THIS GUARANTY AND THE OTHER
         LOAN DOCUMENTS AND WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED
         FUTURE DEALINGS. EACH GUARANTOR WARRANTS AND REPRESENTS THAT SUCH
         GUARANTOR HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH
         LEGAL COUNSEL, AND THAT SUCH GUARANTOR KNOWINGLY AND VOLUNTARILY WAIVES
         ITS JURY TRIAL RIGHTS.

7.11     Limitation

         Notwithstanding any provision herein contained to the contrary, the
         liability of TCI (the "Limited Guarantor") under this Guaranty shall be
         limited to an amount not to exceed as of any date of determination the
         greater of:

         (a)      the net amount of all Loans advanced to the Limited Guarantor
                  under the Credit Agreement and then re-loaned or otherwise
                  transferred to, or for the benefit of, the Limited Guarantor;
                  and

         (b)      the amount that could be claimed by Agent and Lenders from the
                  Limited Guarantor under this Guaranty without rendering such
                  claim voidable or avoidable under Section 548 of Chapter 11 of
                  the Bankruptcy Code or under any applicable state Uniform
                  Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or
                  similar statute or common law.

                            [SIGNATURE PAGE FOLLOWS]

                                       9
<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed and delivered this Guaranty
as of the date first above written.

                                      TELEX COMMUNICATIONS
                                      HOLDINGS, INC.,
                                      as Guarantor

                                      By: __________________________________
                                          Name: Gregory Richter
                                          Title: Chief Financial Officer

                                      TELEX COMMUNICATIONS
                                      INTERMEDIATE HOLDINGS, LLC,
                                      as Guarantor

                                      By: __________________________________
                                          Name: Gregory Richter
                                          Title: Chief Financial Officer

                                      TELEX COMMUNICATIONS
                                      INTERNATIONAL, LTD.,
                                      as Guarantor

                                      By: __________________________________
                                          Name: Gregory Richter
                                          Title: Chief Financial Officer

                                      GENERAL ELECTRIC CAPITAL
                                      CORPORATION,
                                      as Agent

                                      By: __________________________________
                                          Name:
                                          Title:

                        SIGNATURE PAGE TO TELEX GUARANTY

<PAGE>

                      TELEX COMMUNICATIONS HOLDINGS, INC.,

                TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC,

                    TELEX COMMUNICATIONS INTERNATIONAL, LTD.

                                 ("GUARANTORS")

                                       AND

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                    AS AGENT

                    ---------------------------------------

                               GUARANTY AGREEMENT

                    ---------------------------------------
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
<S>                                                                           <C>
1.  DEFINITIONS............................................................    1

2.  THE GUARANTY...........................................................    1

    2.1      Guaranty of Guaranteed Obligations............................    1

    2.2      Demand by Agent or Lenders....................................    2

    2.3      Enforcement of Guaranty.......................................    2

    2.4      Waiver........................................................    3

    2.5      Benefit of Guaranty...........................................    3

    2.6      Modification of Guaranteed Obligations, Etc...................    3

    2.7      Reinstatement.................................................    4

    2.8      Deferral of Subrogation, Etc..................................    4

    2.9      Election of Remedies..........................................    5

3.  DELIVERIES.............................................................    5

4.  REPRESENTATIONS AND WARRANTIES.........................................    5

5.  FURTHER ASSURANCES.....................................................    5

6.  PAYMENTS FREE AND CLEAR OF TAXES.......................................    6

7.  OTHER TERMS............................................................    6

    7.1      Entire Agreement..............................................    6

    7.2      Headings......................................................    6

    7.3      Severability..................................................    6

    7.4      Notices.......................................................    6

    7.5      Successors and Assigns........................................    7

    7.6      No Waiver; Cumulative Remedies; Amendments....................    7

    7.7      Termination...................................................    8

    7.8      Counterparts; Effectiveness...................................    8

    7.9      Consent to Jurisdiction.......................................    8

    7.10     Waiver of Jury Trial..........................................    9

    7.11     Limitation....................................................    9
</TABLE>

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