April 26, 2001 Richard O'Neal 2400 Lakeview Drive Amarillo, Texas 79109 Dear Mr. O'Neal: Reference is made to the Employment Agreement dated as of February 18, 1998 (the "Employment Agreement"), between you and Great Western Directories, Inc., a Texas...Employment Agreement • May 11th, 2001 • Worldpages Com Inc • Telephone communications (no radiotelephone) • Texas
Reference is made to the Employment Agreement dated as of February 18, 1998 (the "Employment Agreement"), between you and Great Western Directories, Inc., a Texas corporation ("Great Western"). Great Western is a wholly-owned subsidiary of WorldPages.com, Inc. (the "Company"). This letter agreement supersedes the Employment Agreement and the Employment Agreement shall terminate and be of no further force and effect as of the date hereof. Accordingly, we are pleased to provide the terms for your continued service as Chairman of the Board of Directors (the "Board"), on the terms set forth below. This letter agreement will become effective on the date hereof (the "Effective Date").
FIRST AMENDMENTStock Purchase Agreement • December 6th, 1999 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone) • Delaware
ANNEX IIIStockholders' Agreement • December 29th, 1997 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone) • Kansas
by and between ACG ACQUISITION II CORP. (PURCHASER) and ADVANCED COMMUNICATIONS GROUP, INC. (PARENT) ADVANCED COMMUNICATIONS CORP. (OLD ACG) and DANIEL W. PETERS CHERYL A. PETERS (SELLERS)Asset Purchase Agreement • October 10th, 1997 • Advanced Communications Group Inc/De/ • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 1998 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT TOAsset Purchase Agreement • January 16th, 1998 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone)
EXHIBIT 4.8 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER...Common Stock Purchase Warrant • June 15th, 2000 • Worldpages Com Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.53 CONSULTING AGREEMENT THIS AGREEMENT dated as of July 14, 1999, is entered into by and between Advanced Communications Group, Inc., a Delaware corporation (the "Company"), and Compass Telecommunications, Inc., a Delaware corporation...Consulting Agreement • February 11th, 2000 • Worldpages Com Inc • Telephone communications (no radiotelephone)
by and among ADVANCED COMMUNICATIONS GROUP, INC. (PURCHASER) and ADVANCED COMMUNICATIONS CORP. (OLD ACG) and GREAT WESTERN DIRECTORIES, INC. (COMPANY) andStock Purchase Agreement • January 16th, 1998 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone) • Texas
UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 1998 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone) • New York
WEB YP AGREEMENT This ACQUISITION AGREEMENT (the "AGREEMENT") is made and entered into as of this 3rd day of June, 1999, by and among Advanced Communications Group, Inc., a Delaware corporation ("PARENT") and ACG Acquisition VI Corp., a Delaware...Acquisition Agreement • July 29th, 1999 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone) • Delaware
LOAN AGREEMENT AMONG GREAT WESTERN DIRECTORIES, INC.; THE FINANCIAL INSTITUTIONS WHOSE NAMES APPEAR AS LENDERS ON THE SIGNATURE PAGES HEREOF; AND BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, AS ADMINISTRATIVE AGENT FOR THE LENDERS INDEXLoan Agreement • August 16th, 1999 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone) • California
UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 1997 • Advanced Communications Group Inc/De/ • New York
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of February 23, 2000 between ADVANCED COMMUNICATIONS GROUP, INC., a Delaware corporation with offices at 390 S. Woods Mill Road, Suite 150,...Registration Rights Agreement • April 21st, 2000 • Worldpages Com Inc • Telephone communications (no radiotelephone) • New York
AMONGCredit Agreement • March 31st, 1999 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement ("Agreement") is dated as of December 22, 1997 but effective for all purposes as of October 31, 1997, by Richard P. Anthony ("Executive") and Advanced...Employment Agreement • December 29th, 1997 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone) • Texas
by and between ADVANCED COMMUNICATIONS GROUP, INC. (PURCHASER) and ADVANCED COMMUNICATIONS CORP. (OLD ACG) and SWITCHBOARD OF OKLAHOMA CITY, INC. (SELLER) and MARK BEALL, DONALD HUNTER, CHARLES JOHNSON AND JAMES HUNTER, AS ATTORNEY- IN-FACT FOR JAMIE...Asset Purchase Agreement • October 10th, 1997 • Advanced Communications Group Inc/De/ • Delaware
BACKGROUNDSubordination Agreement • April 21st, 2000 • Worldpages Com Inc • Telephone communications (no radiotelephone) • New York
SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO LOAN AGREEMENT (the "AMENDMENT"), dated as of the 19th day of November, 1999, by and among GREAT WESTERN DIRECTORIES, INC., a Texas corporation (the "BORROWER"), and BANK OF AMERICA, N.A., as...Loan Agreement • February 11th, 2000 • Worldpages Com Inc • Telephone communications (no radiotelephone) • California
ADVANCED COMMUNICATIONS GROUP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2000 • Worldpages Com Inc • Telephone communications (no radiotelephone) • Missouri
ANDMerger Agreement • May 1st, 2001 • Worldpages Com Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 4(i)(b) FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "AMENDMENT"), dated as of the 21st day of October, 1999, by and among GREAT WESTERN DIRECTORIES, INC., a Texas corporation (the "BORROWER"), and BANK OF...Loan Agreement • February 11th, 2000 • Worldpages Com Inc • Telephone communications (no radiotelephone) • California
2. SERVICESManagement Agreement • December 29th, 1997 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone) • Kansas
FIRST AMENDMENT TO RESTATED STOCK PURCHASE AGREEMENT THIS FIRST AMENDMENT TO RESTATED STOCK PURCHASE AGREEMENT (this "Amendment"), made as of the 8th day of January, 1998, by and among ADVANCED COMMUNICATIONS GROUP, INC., a Delaware corporation...Stock Purchase Agreement • January 16th, 1998 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone)
ARTICLE I DEFINITIONSNon-Competition Agreement • December 29th, 1997 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.13 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into on November 19, 1999, by and between Michael A. Pruss ("Employee") and Advanced Communications Group, Inc., a Delaware corporation ("Company") (sometimes...Employment Agreement • February 11th, 2000 • Worldpages Com Inc • Telephone communications (no radiotelephone) • Texas
ARTICLE I EMPLOYMENT, REPORTING, TERM AND DUTIESEmployment Agreement • October 10th, 1997 • Advanced Communications Group Inc/De/ • Texas
SALES AGREEMENT TERMS & CONDITIONSSales Agreement • December 29th, 1997 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone) • Texas
This document is an agreement between Big Stuff, Inc. and Great Western Directories, Inc. The Seller agrees to sell and the Purchaser agrees to purchase the following services: 1) design and/or colorization of display advertisements purchased by customers of the Purchaser for inclusion in any of its directories, plus any applicable sales tax; and 2)design of web pages sold by Purchaser World Page sales representatives. The cost of such services will be as follows:
SUPPORT AGREEMENT AMONGSupport Agreement • March 30th, 2000 • Worldpages Com Inc • Telephone communications (no radiotelephone) • Ontario
January 15, 1998 Northwestern Public Service Company 33 Third Street, S.E. Huron, South Dakota 57350 Gentlemen: Advanced Communications Group, Inc., a Delaware corporation ("ACG"), and Northwestern Public Service Company, a Delaware corporation...Strategic Alliance Agreement • January 16th, 1998 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone)
FIRST AMENDMENT TO RESTATED ASSET PURCHASE AGREEMENT THIS FIRST AMENDMENT TO RESTATED ASSET PURCHASE AGREEMENT (this "Amendment"), made as of the 8th day of January, 1998, by and among ADVANCED COMMUNICATIONS GROUP, INC., a Delaware corporation...Asset Purchase Agreement • January 16th, 1998 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone)
by and betweenInterconnection Agreement • December 29th, 1997 • Advanced Communications Group Inc/De/ • Telephone communications (no radiotelephone) • Texas
Exhibit 10.52 SEVERANCE AGREEMENT AND FULL GENERAL RELEASE This Severance Agreement and Full General Release ("Agreement") is made and entered into on this 16th day of December, 1998, by and between Advanced Communications Group, Inc. ("Company"), a...Severance Agreement • February 11th, 2000 • Worldpages Com Inc • Telephone communications (no radiotelephone) • Missouri
EXHIBIT 4.6 This Security Has Not Been Registered Under The Securities Act Of 1933, As Amended, Or Any State Securities Laws. It May Not Be Transferred, Assigned, Sold Or Offered for Sale Except Pursuant To An Effective Registration Statement Under...Convertible Debenture • June 15th, 2000 • Worldpages Com Inc • Telephone communications (no radiotelephone) • New York
Exhibit 4.1 CONVERTIBLE DEBENTURE PURCHASE AGREEMENT CONVERTIBLE DEBENTURE PURCHASE AGREEMENT ("AGREEMENT") dated as of February 23, 2000 between ADVANCED COMMUNICATIONS GROUP, INC. (whose name may be changed to WorldPages.com, Inc.) a Delaware...Convertible Debenture Purchase Agreement • April 21st, 2000 • Worldpages Com Inc • Telephone communications (no radiotelephone) • New York
