exv10w2



 





EXHIBIT 10.2




 





GUARANTEE AGREEMENT




dated as of




October 24, 2006,




among




THE GUARANTORS IDENTIFIED HEREIN




and




LEHMAN COMMERCIAL PAPER INC.,




as Administrative Agent




 





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 1.01. Credit Agreement
	 	 	1	 
	Section 1.02. Other Defined Terms
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II Guarantee
	 	 	2	 
	 
	 	 	 	 
	Section 2.01. Guarantee
	 	 	2	 
	Section 2.02. Guarantee of Payment
	 	 	2	 
	Section 2.03. No Limitations
	 	 	2	 
	Section 2.04. Reinstatement
	 	 	3	 
	Section 2.05. Agreement To Pay; Subrogation
	 	 	3	 
	Section 2.06. Information
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III Indemnity, Subrogation and Subordination
	 	 	4	 
	 
	 	 	 	 
	Section 3.01. Indemnity and Subrogation
	 	 	4	 
	Section 3.02. Contribution and Subrogation
	 	 	4	 
	Section 3.03. Subordination
	 	 	4	 
	 
	 	 	 	 
	ARTICLE IV Miscellaneous
	 	 	5	 
	 
	 	 	 	 
	Section 4.01. Notices
	 	 	5	 
	Section 4.02. Waivers; Amendment
	 	 	5	 
	Section 4.03. Administrative Agent’s Fees and Expenses; Indemnification
	 	 	5	 
	Section 4.04. Successors and Assigns
	 	 	6	 
	Section 4.05. Survival of Agreement
	 	 	6	 
	Section 4.06. Counterparts; Effectiveness; Several Agreement
	 	 	7	 
	Section 4.07. Severability
	 	 	7	 
	Section 4.08. Right of Set-Off
	 	 	7	 
	Section 4.09. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	8	 
	Section 4.10. WAIVER OF JURY TRIAL
	 	 	8	 
	Section 4.11. Headings
	 	 	8	 
	Section 4.12. Security Interest Absolute
	 	 	9	 
	Section 4.13. Termination or Release
	 	 	9	 
	Section 4.14. Additional Guarantors
	 	 	9	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	Schedules
	 	 	 	 
	 
	 	 	 	 
	Schedule I            Subsidiary Parties
	 	 	 	 
	 
	 	 	 	 
	Exhibits
	 	 	 	 
	 
	 	 	 	 
	Exhibit I            Form of Guarantee Agreement Supplement
	 	 	 	 






ii









 





          GUARANTEE AGREEMENT dated as of October 24, 2006 among the Guarantors identified herein and
LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the “Administrative
Agent”).




          Reference is made to the Credit Agreement dated as of October 24, 2006 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among West
Corporation (the “Borrower”), each Lender from time to time party thereto, Lehman Commercial Paper
Inc., as Administrative Agent and Swing Line Lender, Deutsche Bank Securities Inc. and Bank of
America, N.A., as Syndication Agents, and Wachovia Bank, National Association and General Electric
Capital Corporation, as Co-Documentation Agents. The Lenders have agreed to extend credit to the
Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of
the Lenders to extend such credit are conditioned upon, among other things, the execution and
delivery of this Agreement. The Guarantors are affiliates of the Borrower, will derive substantial
benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are
willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit.
Accordingly, the parties hereto agree as follows:




ARTICLE I




Definitions




          SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not
otherwise defined herein have the meanings specified in the Credit Agreement.




          (b) The rules of construction specified in Article I of the Credit Agreement also apply to
this Agreement.




          SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:




          “Agreement” means this Guarantee Agreement.




          “Claiming Party” has the meaning assigned to such term in Section 3.02.




          “Contributing Party” has the meaning assigned to such term in Section 3.02.




          “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this
Agreement.




          “Guarantee Agreement Supplement” means an instrument in the form of Exhibit I hereto.




          “Guarantor” means each Subsidiary Party and, upon the occurrence of a Holdings Election Event,
Holdings.




 









 








          “Obligations” means the “Obligations” as defined in the Credit Agreement.




          “Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks,
the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the
Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement.




          “Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b)
each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after
the Closing Date.




ARTICLE II




Guarantee




          SECTION 2.01. Guarantee. Each Guarantor unconditionally guarantees, jointly with the
other Guarantors and severally, as a primary obligor and not merely as a surety, the due and
punctual payment and performance of the Obligations. Each of the Guarantors further agrees that
the Obligations may be extended or renewed, in whole or in part, without notice to or further
assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or
renewal of any Obligation. Each of the Guarantors waives presentment to, demand of payment from
and protest to the Borrower or any other Loan Party of any of the Obligations, and also waives
notice of acceptance of its guarantee and notice of protest for nonpayment.




          SECTION 2.02. Guarantee of Payment. Each of the Guarantors further agrees that its
guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives
any right to require that any resort be had by the Administrative Agent or any other Secured Party
to any security held for the payment of the Obligations or to any balance of any deposit account or
credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower
or any other Person.




          SECTION 2.03. No Limitations. (a) Except for termination of a Guarantor’s
obligations hereunder as expressly provided in Section 4.13, the obligations of each Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or termination for any
reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason
of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without
limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be
discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any
other Secured Party to assert any claim or demand or to enforce any right or remedy under the
provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or
modification of, or any release from any of the terms or provisions of, any Loan Document or any
other agreement, including with respect to any other Guarantor under this Agreement; (iii) the
release of any security held by the Administrative Agent or any




2









 







other Secured Party for the Obligations; (iv) any default, failure or delay, willful or
otherwise, in the performance of the Obligations; or (v) any other act or omission that may or
might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a
discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in
full in cash of all the Obligations). Each Guarantor expressly authorizes the applicable Secured
Parties to take and hold security for the payment and performance of the Obligations, to exchange,
waive or release any or all such security (with or without consideration), to enforce or apply such
security and direct the order and manner of any sale thereof in their sole discretion or to release
or substitute any one or more other guarantors or obligors upon or in respect of the Obligations,
all without affecting the obligations of any Guarantor hereunder.




          (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based
on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of
the Obligations or any part thereof from any cause, or the cessation from any cause of the
liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in
cash of all the Obligations. The Administrative Agent and the other Secured Parties may in
accordance with the terms of the Collateral Documents, at their election, foreclose on any security
held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of
any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make
any other accommodation with the Borrower or any other Loan Party or exercise any other right or
remedy available to them against the Borrower or any other Loan Party, without affecting or
impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations
have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by
applicable law, each Guarantor waives any defense arising out of any such election even though such
election operates, pursuant to applicable law, to impair or to extinguish any right of
reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any
other Loan Party, as the case may be, or any security.




          SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee
hereunder shall continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the
Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the
Borrower, any other Loan Party or otherwise.




          SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not
in limitation of any other right that the Administrative Agent or any other Secured Party has at
law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any
other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity,
by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and
will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the
applicable Secured Parties in cash the amount of such unpaid Obligation. Upon payment by any
Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor
against the Borrower or any other Loan Party arising as a result thereof by way of right of




3









 







subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be
subject to Article III.




          SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and
the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and
agrees that none of the Administrative Agent or the other Secured Parties will have any duty to
advise such Guarantor of information known to it or any of them regarding such circumstances or
risks.




ARTICLE III




Indemnity, Subrogation and Subordination




          SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity
and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), the
Borrower agrees that in the event a payment of an obligation shall be made by any Guarantor under
this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and
such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been
made to the extent of such payment.




          SECTION 3.02. Contribution and Subrogation. Each Subsidiary Party (a “Contributing
Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other
Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the
“Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section
3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of
such payment, in each case multiplied by a fraction of which the numerator shall be the net worth
of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth
of all the Contributing Parties together with the net worth of the Claiming Party on the date
hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date
of the Guarantee Agreement Supplement hereto executed and delivered by such Guarantor). Any
Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be
subrogated to the rights of such Claiming Party to the extent of such payment.




          SECTION 3.03. Subordination. (a) Notwithstanding any provision of this Agreement to
the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of
indemnity, contribution or subrogation under applicable law or otherwise shall be fully
subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the
part of the Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or
any other payments required under applicable law or otherwise) shall in any respect limit the
obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each
Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.




4









 








          (b) Each Guarantor hereby agrees that upon the occurrence and during the continuance of an
Event of Default and after notice from the Administrative Agent (which notice states that is
delivered pursuant to this Section 3.03(b)), all Indebtedness owed by it to any Subsidiary that is
not a Loan Party shall be fully subordinated to the indefeasible payment in full in cash of the
Obligations.




ARTICLE IV




Miscellaneous




          SECTION 4.01. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the
Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it
in care of the Borrower as provided in Section 10.02 of the Credit Agreement.




          SECTION 4.02. Waivers; Amendment. (a) No failure or delay by the Administrative
Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other
Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Administrative Agent, the L/C Issuers and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Guarantor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section 4.02, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. Without limiting the generality
of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as
a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C
Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any
Guarantor in any case shall entitle any Guarantor to any other or further notice or demand in
similar or other circumstances.




          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the
Guarantor or Guarantors with respect to which such waiver, amendment or modification is to apply,
subject to any consent required in accordance with Section 10.01 of the Credit Agreement.




          SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification. (a) The
parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its
reasonable out-of-pocket expenses incurred hereunder as provided in Section 10.04 of the Credit
Agreement.




5









 








          (b) Without limitation of its indemnification obligations under the other Loan Documents, each
Guarantor agrees to indemnify and hold harmless the Administrative Agent and the other Indemnitees
(as defined in Section 10.05 of the Credit Agreement) from and against any and all liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at
any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to
or arising out of or in connection with the execution, delivery or performance of this Agreement or
any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or
instruments contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements resulted from the gross negligence, bad faith or
willful misconduct of, or the breach of this Agreement by, such Indemnitee or of any affiliate,
director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.




          (c) Any such amounts payable as provided hereunder shall be additional Obligations secured
hereby and by the other Collateral Documents. The provisions of this Section 4.03 shall remain
operative and in full force and effect regardless of the termination of this Agreement or any other
Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of
the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or
any other Loan Document, or any investigation made by or on behalf of the Administrative Agent or
any other Secured Party. All amounts due under this Section 4.03 shall be payable within 10 days
of written demand therefor.




          SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor
or the Administrative Agent that are contained in this Agreement shall bind and inure to the
benefit of their respective successors and assigns.




          SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Guarantors hereunder and in the other Loan Documents and in the certificates
or other instruments prepared or delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the Lenders and shall survive
the execution and delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any Lender or on its behalf and
notwithstanding that the Administrative Agent, any L/C Issuer or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any credit is extended
under the Credit Agreement, and shall continue in full force and effect as long as the principal of
or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document
(other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash
Management Obligations




6









 







and (z) contingent indemnification obligations) is outstanding and unpaid or any Letter of
Credit is outstanding (unless cash collateral or other credit support satisfactory to the L/C
Issuer thereof in its sole discretion has been provided) and so long as the Commitments have not
expired or terminated.




          SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Delivery by telecopier of an executed
counterpart of a signature page to this Agreement shall be effective as delivery of an original
executed counterpart of this Agreement. This Agreement shall become effective as to any Guarantor
when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the
Administrative Agent and a counterpart hereof shall have been executed on behalf of the
Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative
Agent and their respective permitted successors and assigns, and shall inure to the benefit of such
Guarantor, the Administrative Agent and the other Secured Parties and their respective successors
and assigns, except that no Guarantor shall have the right to assign or transfer its rights or
obligations hereunder or any interest herein or in the Collateral (and any such assignment or
transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement.
This Agreement shall be construed as a separate agreement with respect to each Guarantor and may
be amended, modified, supplemented, waived or released with respect to any Guarantor without the
approval of any other Guarantor and without affecting the obligations of any other Guarantor
hereunder.




          SECTION 4.07. Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of
this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.




          SECTION 4.08. Right of Set-Off. In addition to any rights and remedies of the Lenders
provided by Law, upon the occurrence and during the continuance of any Event of Default, each
Lender and its Affiliates is authorized at any time and from time to time, without prior notice to
any Guarantor, any such notice being waived by each Guarantor to the fullest extent permitted by
applicable Law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender
and its Affiliates to or for the credit or the account of the respective Guarantors against any and
all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing,
irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement
and although such obligations may be contingent or unmatured or denominated in a currency different
from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the
applicable Guarantor and the Administrative Agent after




7









 







any such set off and application made by such Lender; provided, that the failure to give such
notice shall not affect the validity of such setoff and application. The rights of each Lender
under this Section 4.08 are in addition to other rights and remedies (including other rights of
setoff) that such Lender may have.




          SECTION 4.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. (A) THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




          (a) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY
OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.




          SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY
LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.10 WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.




          SECTION 4.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and are not to affect
the construction of, or to be taken into consideration in interpreting, this Agreement.




8









 








          SECTION 4.12. Security Interest Absolute. All rights of the Administrative Agent
hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan
Document, any agreement with respect to any of the Obligations or any other agreement or instrument
relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations, or any other amendment or waiver of or any
consent to any departure from the Credit Agreement, any other Loan Document or any other agreement
or instrument, (c) any release or amendment or waiver of or consent under or departure from any
guarantee guaranteeing all or any of the Obligations or (d) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the
Obligations or this Agreement.




          SECTION 4.13. Termination or Release. (a) This Agreement and the Guarantees made
herein shall terminate with respect to all Obligations when all the outstanding Obligations under
the Loan Documents (other than (x) obligations under Secured Hedge Agreements not yet due and
payable, (y) Cash Management Obligations and (z) contingent indemnification obligations) have been
paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C
Obligations have been reduced to zero (unless cash collateral or other credit support satisfactory
to the L/C Issuer thereof in its sole discretion has been provided) and the L/C Issuers have no
further obligations to issue Letters of Credit under the Credit Agreement.




          (b) A Subsidiary Party shall automatically be released from its obligations hereunder upon the
consummation of any transaction permitted by the Credit Agreement as a result of which such
Subsidiary Party ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary;
provided that the Required Lenders shall have consented to such transaction (to the extent required
by the Credit Agreement) and the terms of such consent did not provide otherwise.




          (c) In connection with any termination or release pursuant to paragraph (a) or (b), the
Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all
documents that such Guarantor shall reasonably request to evidence such termination or release.
Any execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to
or warranty by the Administrative Agent.




          SECTION 4.14. Additional Guarantors. Pursuant to Section 6.11 of the Credit
Agreement, Holdings and certain Restricted Subsidiaries of the Loan Parties that (i) are not
Excluded Subsidiaries and (ii) were not in existence or not Restricted Subsidiaries on the date of
the Credit Agreement are required to enter in this Agreement as Guarantors upon the occurrence of a
Holdings Election Event or becoming a Restricted Subsidiary that is not an Excluded Subsidiary, as
applicable. Upon execution and delivery by the Administrative Agent and Holdings or a Restricted
Subsidiary, as applicable, of a Guarantee Agreement Supplement, Holdings or such Restricted
Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named
as a Guarantor herein. The execution and delivery of any such




9









 







instrument shall not require the consent of any other Guarantor hereunder. The rights and
obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the
addition of any new Guarantor as a party to this Agreement.




[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]




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          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.




	 	 	 	 	 	 	 
	 	 	COSMOSIS CORPORATION	 	 
	 	 	INPULSE RESPONSE GROUP, INC.	 	 
	 	 	INTERCALL, INC.	 	 
	 	 	INTRADO COMMUNICATIONS INC.	 	 
	 	 	INTRADO COMMUNICATIONS OF VIRGINIA INC.	 	 
	 	 	INTRADO INC.	 	 
	 	 	NORTHERN CONTACT, INC.	 	 
	 	 	WEST ASSET MANAGEMENT, INC.	 	 
	 	 	WEST DIRECT, INC.	 	 
	 	 	WEST FACILITIES CORPORATION	 	 
	 	 	WEST INTERACTIVE CORPORATION	 	 
	 	 	WEST INTERNATIONAL CORPORATION	 	 
	 	 	WEST RECEIVABLE SERVICES, INC.	 	 
	 	 	WEST TELEMARKETING CORPORATION II	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Paul M. Mendlik	 	 
	 	 	Title: Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	ASSET DIRECT MORTGAGE, LLC	 	 
	 	 	BUYDEBTCO, LLC	 	 
	 	 	INTRADO INTERNATIONAL, LLC	 	 
	 	 	STARGATE MANAGEMENT LLC	 	 
	 	 	THE DEBT DEPOT, LLC	 	 
	 	 	WEST ASSET PURCHASING, LLC	 	 
	 	 	WEST TRANSACTION SERVICES II, LLC	 	 
	 	 	WEST TRANSACTION SERVICES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Paul M. Mendlik	 	 
	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	ATTENTION FUNDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Paul M. Mendlik	 	 
	 	 	Title: Treasurer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	INTERCALL TELECOM VENTURES, LLC	 	 
	 	 	By INTERCALL, INC.	 	 
	 	 	Its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Paul M. Mendlik	 	 
	 	 	Title: Chief Financial Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	WEST BUSINESS SERVICES, LP	 	 
	 	 	WEST TELEMARKETING, LP	 	 
	 	 	By WEST TRANSACTION SERVICES, LLC	 	 
	 	 	Their general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul M. Mendlik	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Paul M. Mendlik	 	 
	 	 	Title: Manager	 	 






 









 






	 	 	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER INC., as	 	 
	 	 	Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Ogden	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Ogden	 	 
	 	 	Title: Managing Director