Exhibit 10.42
NOTE REDEMPTION AGREEMENT
This NOTE REDEMPTION AGREEMENT (THE "AGREEMENT") is made and entered into
as of this 3rd day of June, 1999 by and between Advanced Communications Group,
Inc., a Delaware corporation ("ACG"), and Xxxxxxx X'Xxxx (THE "NOTE HOLDER").
RECITALS
A. The Note Holder is the holder of a certain 5% Subordinated Note
executed by ACG in favor of the Note Holder and dated February 18, 1998 (THE
"NOTE").
B. ACG desires to repay the principal amount of the Note including any
accrued but unpaid interest by issuing to the Note Holder an equivalent amount
of ACG common stock (THE "REDEMPTION") and the Note Holder desires to accept
repayment in the form of ACG common stock.
C. ACG desires the Pay-off to occur, and the Note Holder wishes to accept
the Pay-off, concurrently with (i) the closing of the acquisition by ACG or a
subsidiary of ACG of all the outstanding stock of YPTel Corporation, a Canadian
corporation, (ii) the closing of the acquisition by ACG or a subsidiary of ACG
of all the outstanding capital stock of Web YP, Inc., a Texas corporation, and
(iii) the closing of the acquisition by ACG or a subsidiary of ACG of all the
outstanding capital stock of Big Stuff, Inc., a Texas corporation (COLLECTIVELY,
THE "ACQUISITION CLOSINGS").
NOW, THEREFORE, for $10.00 from ACG to the Note Holder and other good and
valuable consideration set forth herein, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
ARTICLE I - TERMS OF REDEMPTION
1.1 THE REDEMPTION. Pursuant to Section 3.01 of the Note, ACG shall
redeem the Note at a redemption price equal to the principal amount to be
redeemed, together with accrued and unpaid interest on the principal amount
thereof (THE "REDEMPTION PRICE"). ACG will pay the Redemption Price to the Note
Holder in an equivalent amount of ACG common stock valued at $5.50 per share,
with any resulting fractional shares to be paid in cash.
1.2 WAIVER OF NOTICE. The Note Holder agrees that this Agreement serves
as adequate notice of redemption and hereby waives any right to notice of
redemption afforded by Section 3.02 of the Note.
1.3 TIMING OF REDEMPTION. The Redemption will occur concurrent with and
conditional upon the Acquisition Closings. If for any reason the Acquisition
Closings do not occur, ACG will not be obligated to redeem, and the Note Holders
will not be
obligated to accept ACG's offer of redemption of, the Note in accordance with
the terms and conditions of the Agreement.
1.4 REGISTRATION OF SHARES. Upon Redemption of the Notes, ACG shall
ensure that the ACG common stock issued to the Note Holders has been registered,
at its own expense, under the Securities Act of 1933, as amended, or any
applicable state securities laws.
ARTICLE II - GENERAL PROVISIONS
2.1 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
2.2 ENTIRE AGREEMENT. This Agreement supersedes any and all prior
negotiations and oral or written agreements made relating to the subject matter
hereof and, except for written agreements, if any, executed and delivered
simultaneously with or subsequent to the date of this Agreement, constitutes the
entire agreement of the parties relating to the subject matter hereof.
2.3 AMENDMENTS. This Agreement may not be altered or amended except by a
writing signed by the duly authorized representatives of both ACG and the Note
Holder.
2.4 WAIVER. No waiver of any of the terms of this Agreement shall be
effective unless in writing and signed by the duly authorized representative of
the party to be charged therewith. No waiver of any provision hereof shall
extend to or affect any obligation not expressly waived, impair any rights
consequent on such obligation, or imply a subsequent waiver of that or any other
provision.
2.5 GOVERNING LAW. This Agreement shall be deemed to have been entered
into, governed by and construed and interpreted in accordance with the laws of
the State of Texas.
2.6 BINDING EFFECT. Except as otherwise provided to the contrary, this
Agreement shall be binding upon and inure to the benefit of the parties and
their respective heirs, executors, administrators, successors and permitted
assigns.
2.7 HEADINGS. The description headings of the several sections of this
Agreement are inserted for convenience only and do not qualify or affect the
terms and conditions thereof.
2.8 REMEDIES CUMULATIVE. Every right and remedy of the parties, whether
evidenced hereby or by any other agreement or instrument, shall be cumulative
and in addition to every other right and remedy herein or therein enumerated or
allowed by law, and may be exercised singularly or concurrently. In the event
that there shall be any
inconsistency or conflict between such rights and remedies, then such rights
and remedies shall be deemed to be exercisable in the alternative by either
party, in its sole discretion.
2.9 FURTHER ASSURANCES. The parties covenant and agree to execute all
such further documents, instruments and agreements and to give all such further
undertakings and to perform all such further acts or deeds that may be
reasonably required from time to time in order to carry out the terms of this
Agreement in accordance with their true intent.
IN WITNESS WHEREOF, the duly authorized representatives of the parties to
this Agreement have executed this Agreement as of the date first written above.
ADVANCED COMMUNICATIONS GROUP, INC.
By: /s/ Xxxxx Xxxxx
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NOTE HOLDER
By: /s/ Xxxxxxx X'Xxxx
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Xxxxxxx X'Xxxx
