CUSTODY AND SECURITY AGREEMENT
CUSTODY AND SECURITY AGREEMENT, dated as of April 2, 1998 between
Convergent Communications, Inc. (the "PLEDGOR") and Norwest Bank Colorado, N.A.,
as trustee (the "TRUSTEE"), for the benefit of the holders (the "HOLDERS") of
the Notes (as defined herein) of the Pledgor issued under the Indenture (as
defined herein).
WHEREAS, the Pledgor and the Trustee, have entered into that certain
indenture dated as of April 2, 1998 (as amended, restated, supplemented or
otherwise modified from time to time, the "INDENTURE"), pursuant to which the
Pledgor is issuing on the date hereof $160,000,000 in aggregate principal amount
of 13% Senior Notes due 2008 (the "NOTES"). Capitalized terms used herein and
not otherwise defined herein shall have the meanings given to such terms in the
Indenture; and
WHEREAS, the Pledgor agrees, pursuant to the Indenture, to deposit
into an account (together with any successor account, the "COLLATERAL ACCOUNT")
held by Norwest Bank Colorado, N.A., as custodian (the "CUSTODIAN") for the
benefit of Holders of the Notes, an amount of cash or U.S. Government Securities
(as defined in the Indenture) or a combination thereof that, together with the
interest received thereon, will be sufficient to pay when due the first six
scheduled interest payments on the Notes; and
WHEREAS, the Pledgor is the legal and beneficial owner of such cash
and U.S. Government Securities; and
WHEREAS, to secure the due and punctual payment of the interest on the
Notes when and as the same shall be due and payable on an Interest Payment Date
(as defined in the Indenture), at maturity or by acceleration, and interest on
the overdue principal of and interest (to the extent permitted by law), if any,
on the Notes and performances of all other obligations of the Company to the
Holders of Notes or the Trustee under the Indenture and the Notes (the "SECURED
OBLIGATIONS"), the Pledgor has agreed to (i) pledge to the Trustee for its
benefit and the ratable benefit of the Holders of Notes, a perfected first
priority security interest in the Collateral (as defined herein) in the
Collateral Account and (ii) execute and deliver this Custody and Security
Agreement in order to secure the payment and performance by the Pledgor of all
such Secured Obligations.
WITNESSETH:
NOW THEREFORE, the parties hereto agree as follows:
1. PLEDGE AND GRANT OF SECURITY INTEREST.
The Pledgor hereby pledges to the Trustee for its benefit and for the
ratable benefit of the Holders of Notes, and grants to the Trustee for its
benefit and for the ratable benefit of the Holders of Notes, a continuing first
priority security interest in and to (i) all of Pledgor's right, title and
interest in the U.S. Government Securities and cash held in or credited to the
Collateral Account and any other securities, assets, or property held in or
credited to the Collateral Account, (ii) any certificates or other evidence of
ownership representing any property in the Collateral Account and (iii) all
products and proceeds of any of the foregoing, including, without limitation,
all dividends, interest, principal payments, cash, options, warrants, rights,
instruments, subscriptions and other property or proceeds from time to time
received, receivable or otherwise distributed or distributable in respect of or
in exchange for any or all of the U.S. Government Securities and cash held in or
credited to the Collateral Account and any other property held in or credited
thereto (collectively, the "COLLATERAL").
2. SECURITY FOR SECURED OBLIGATIONS.
The Custody and Security Agreement and the Collateral secure the
prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of all Secured Obligations.
3. DELIVERY OF COLLATERAL; COLLATERAL ACCOUNT;
INTEREST; SUBSTITUTION OF COLLATERAL.
(a) All certificates or instruments, if any, from time to time
representing or evidencing the Collateral shall be delivered to and held by
or on behalf of the Trustee pursuant hereto and shall be in suitable form
for transfer by delivery, or shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Trustee.
(b) Concurrently with the execution and delivery hereof, the Trustee
shall establish the Collateral Account, which shall be titled the
"CONVERGENT COMMUNICATIONS, INC., AS PLEDGOR FOR THE BENEFIT OF NORWEST
BANK COLORADO, N.A., AS TRUSTEE", which account shall be maintained at
Norwest Bank Colorado, N.A. and designated as account number 1180808511.
The Collateral Account shall be an account into which U.S. Government
Securities, cash and other Collateral may be deposited or credited.
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Subject to the other terms and conditions of this Custody and Security
Agreement, all funds or other property accepted by the Trustee pursuant to
this Custody and Security Agreement shall be held in the Collateral Account
for the benefit of the Trustee and the ratable benefit of the Holders of
Notes.
(c) All interest earned on any Collateral shall be retained in the
Collateral Account (or reinvested, as the case may be), pending
disbursement pursuant to the terms hereof.
4. DISBURSEMENTS.
(a) Not less than five (5) Business Days (as defined in the Indenture)
prior to the date of any of the first six scheduled interest payments due
on the Notes the Pledgor shall, subject to subsection (b) of this Section
4, in writing, direct the Trustee to transfer from the Collateral Account
to the Trustee in its capacity as Paying Agent funds necessary to provide
for payment in full or any portion of the next scheduled interest payment
on the Notes. Upon receipt of such written request, the Trustee will take
any action reasonably necessary to provide for the payment of such interest
payment on the Notes directly to the Holders of Notes from proceeds of the
Collateral in the Collateral Account.
(b) If at any time the amount of Collateral in the Collateral Account
exceeds 100% of the amount sufficient, in the opinion of a nationally
recognized firm of independent public accountants or a nationally
recognized investment banking firm selected by the Pledgor, to provide for
payment in full of the first six scheduled interest payments due on the
Notes (or, in the event an interest payment or payments have been made, an
amount sufficient to provide for payment in full of any interest payments
then remaining, up to and including the sixth scheduled interest payment),
the Pledgor may direct the Trustee in writing to release any such
overfunding to it, PROVIDED that no Default (as defined in the Indenture)
then exists. Upon receipt of a written request from the Pledgor and any
other documentation reasonably satisfactory to the Trustee to substantiate
such excess, the Trustee will pay over to the Pledgor any such over funded
amount.
(c) Upon payment in full of the first six scheduled interest payments
on the Notes, the security interest in the Collateral evidenced by this
Custody and Security Agreement will terminate and be of no further force
and effect. Furthermore, upon the release of any Collateral from the
Collateral Account in accordance with the terms of this Custody and
Security Agreement, whether upon release of Collateral to Holders as
payment of interest, to the Company or otherwise, the
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security interest evidenced by this Custody and Security Agreement in the
Collateral so released will terminate and be of no further force and
effect.
5. REPRESENTATIONS AND WARRANTIES.
The Pledgor hereby represents and warrants that:
(a) The execution, delivery and performance by the Pledgor of this
Custody and Security Agreement do not contravene, or constitute a default
under, any provision of applicable law or regulation or of the Articles of
Incorporation or similar organizational documents or By-Laws of the Pledgor
or any of its subsidiaries, each as amended or restated, or of any
agreement, judgment, injunction, order, decree or other instrument binding
upon the Pledgor or result in the creation or imposition of any lien on any
assets of the Pledgor, except for the security interests granted under this
Custody and Security Agreement.
(b) No financing statement covering the Collateral is on file in any
public office (other than any financing statements filed pursuant to this
Custody and Security Agreement).
(c) Upon the delivery to the Trustee of the certificates, if any,
representing the U.S. Government Securities and of any other certificates,
instruments and cash constituting Collateral, any filing of financing
statements required by the Uniform Commercial Code as in effect in the
State of New York or any other applicable jurisdiction (the "UCC"), the
establishment of the Collateral Account and the execution of the Collateral
Account Control Agreement, the pledge of the Collateral pursuant to this
Custody and Security Agreement creates a valid and perfected first priority
security interest in and to the Collateral, which valid, perfected, first
priority security interest will continue, in the case of any certificates
and instruments constituting Collateral, so long as the Trustee maintains
possession of such certificates and instruments securing the payment of the
Secured Obligations for the benefit of the Trustee and the ratable benefit
of the Holders of Notes, enforceable as such against all creditors of the
Pledgor and any persons purporting to purchase any of the Collateral from
the Pledgor other than as permitted by the Indenture.
(d) No consent of any person and no consent, authorization, approval,
or other action by, and no notice to or filing with, any governmental
authority or regulatory body is required either (i) for the pledge by the
Pledgor of the Collateral pursuant to this Custody and Security Agreement
or for the execution, delivery or performance of this Custody and Security
Agreement by the Pledgor (except for
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any filings and notations necessary to perfect Liens on the Collateral) or
(ii) for the exercise by the Trustee of rights provided for in this Custody
and Security Agreement or the remedies in respect of the Collateral
pursuant to this Custody and Security Agreement, except for any filings or
notices required by the UCC.
(e) The pledge of the Collateral pursuant to this Custody and Security
Agreement is not prohibited by any applicable law or government regulation,
release, interpretation or opinion of the Board of Governors of the United
States Federal Reserve System or other regulatory agency (including,
without limitation, Regulations G, T, U and X of the Board of Governors of
the Federal Reserve System).
6. FURTHER ASSURANCES.
The Pledgor will from time to time, at the expense of the Pledgor,
promptly execute, deliver, file and record all further instruments, indorsements
and other documents, and take such further action as the Trustee may deem
reasonably desirable in obtaining the full benefits of this Custody and Security
Agreement and of the rights, remedies and powers herein granted, including,
without limitation, the following:
(a) the filing of any financing statements, in form acceptable to the
Trustee under the UCC in effect in any jurisdiction with respect to the
liens and security interests granted hereby. The Pledgor also hereby
authorizes the Trustee to file any such financing statements without the
signature of the Pledgor to the extent permitted by applicable law. A
photocopy or other reproduction of this Custody and Security Agreement
shall be sufficient as a financing statement and may be filed in lieu of
the original to the extent permitted by applicable law. The Pledgor will
pay or reimburse the Trustee for all filing fees and related expenses; and
(b) furnish to the Trustee from time to time statements and schedules
further identifying and describing the Collateral and such other reports in
connection with the Collateral as the Trustee may reasonably request, all
in reasonable detail and in form satisfactory to the Trustee.
7. COVENANTS.
The Pledgor covenants and agrees with the Trustee and the Holders of
Notes from and after the date of this Custody and Security Agreement until the
earlier of payment in full in cash of (A) each of the first six scheduled
interest payments due on the
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Notes under the terms of the Indenture or (B) all Secured Obligations due and
owing under the Indenture and the Notes in the event such Secured Obligations
become due and payable prior to the payment of the first six scheduled interest
payments on the Notes:
(a) The Pledgor agrees that it will not (i) sell or otherwise dispose
of, or grant any option or warrant with respect to, any of the Collateral
or (ii) create or permit to exist any lien upon or with respect to any of
the Collateral (except for the lien created pursuant to this Custody and
Security Agreement) and at all times will be the sole beneficial owner of
the Collateral.
(b) The Pledgor agrees that it will not (i) enter into any agreement
or understanding that purports to or may restrict or inhibit the Trustee's
rights or remedies hereunder, including, without limitation, the Trustee's
right to sell or otherwise dispose of the Collateral or (ii) fail to pay or
discharge any tax, assessment or levy of any nature not later than five (5)
Business Days prior to the date of any proposed sale under any judgment,
writ or warrant of attachment with regard to the Collateral.
8. POWER OF ATTORNEY.
In addition to all of the powers granted to the Trustee pursuant to
Article VI of the Indenture, the Pledgor hereby appoints and constitutes the
Trustee as the Pledgor's attorney-in-fact to exercise to the fullest extent
permitted by law all of the following powers upon and at any time after the
occurrence and during the continuance of an Event of Default: (i) collection of
proceeds of any Collateral; (ii) conveyance of any item of Collateral to any
purchaser thereof; (iii) giving of any notices or recording of any liens under
Section 6 hereof; (iv) making of any payments or taking any acts under Section 9
hereof and (v) paying or discharging taxes or liens levied or placed upon the
Collateral, the legality or validity thereof and the amounts necessary to
discharge the same to be determined by the Trustee in its sole discretion, and
such payments made by the Trustee in respect of this clause (v) to become the
Secured Obligations of the Pledgor to the Trustee, due and payable immediately
upon demand. The Trustee's authority hereunder shall include, without
limitation, the authority to endorse and negotiate any checks or instruments
representing proceeds of Collateral in the name of the Pledgor, execute and give
receipt for any certificate of ownership or any document constituting
Collateral, transfer title to any item of Collateral, sign the Pledgor's name on
all financing statements (to the extent permitted by applicable law) or any
other documents deemed necessary or appropriate by the Trustee to preserve,
process or perfect the security interest in the Collateral and to file the same,
prepare, file and sign the Pledgor's name on any notice of lien, and to take any
other actions arising from or incident to the powers granted to the
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Trustee in this Custody and Security Agreement. This power of attorney is
coupled with an interest and is irrevocable by the Pledgor.
9. TRUSTEE MAY PERFORM.
If the Pledgor fails to perform any agreement contained herein, the
Trustee may itself perform, or cause performance of, such agreement, and the
reasonable expenses of the Trustee incurred in connection therewith shall be
payable by the Pledgor under Section 13 hereof.
10. NO ASSUMPTION OF DUTIES; REASONABLE CARE.
The rights and powers granted to the Trustee hereunder are being
granted in order to preserve and protect the Trustee's and the Holders' of Notes
first priority security interest in and to the Collateral granted hereby and
shall not be interpreted to, and shall not, impose any duties on the Trustee in
connection therewith other than those imposed under applicable law.
11. INDEMNITY.
The Pledgor shall indemnify, defend and hold harmless the Trustee and
its directors, officers, agents and employees from and against all claims,
actions, obligations, losses, liabilities and expenses, including reasonable
costs, fees and disbursements of counsel (including, without limitation, the
reasonable cost to the Trustee of legal counsel), the costs of investigations,
and claims for damages, arising from the Trustee's performance under this
Custody and Security Agreement, except insofar as the same may have been caused
by the bad faith, gross negligence or wilful misconduct of such indemnified
person.
12. REMEDIES UPON EVENT OF DEFAULT.
If an Event of Default (as defined in the Indenture) shall have
occurred and be continuing:
(a) The Trustee shall have and may exercise with reference to the
Collateral any or all of the rights and remedies of a secured party under
the UCC, and as otherwise granted herein or under any other applicable law
or under any other agreement now or hereafter in effect executed by
Pledgor, including, without limitation, the right and power to sell, at
public or private sale or sales, or otherwise dispose of, or otherwise
utilize the Collateral and any part or parts thereof in any manner
authorized or permitted under said UCC after default by a debtor, and
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to apply the proceeds thereof toward payment of any costs and expenses and
reasonable attorneys' fees and expenses thereby incurred by the Trustee and
toward payment of the Secured Obligations in such order or manner as the
Trustee may elect. Specifically and without limiting the foregoing, the
Trustee shall have the right to take possession of all or any part of the
Collateral or any security therefor and of all books, records, papers and
documents of Pledgor or in Pledgor's possession or control relating to the
Collateral which are not already in the Trustee's possession, and for such
purpose may enter upon any premises upon which any of the Collateral or any
security therefor or any of said books, records, papers and documents are
situated and remove the same therefrom without any liability for trespass
or damages thereby occasioned. To the extent permitted by law, Pledgor
expressly waives any notice of sale or other disposition of the Collateral
and all other rights or remedies of Pledgor or formalities prescribed by
law relative to sale or disposition of the Collateral or exercise of any
other right or remedy of the Trustee existing after default hereunder; and
to the extent any such notice is required and cannot be waived, Pledgor
agrees that if such notice is given in the manner provided in Section 17
hereof at least five (5) Business Days before the time of the sale or
disposition, such notice shall be deemed reasonable and shall fully satisfy
any requirement for giving of such notice. The Trustee shall not be
obligated to make any sale of Collateral regardless of notice of sale
having been given. The Trustee may adjourn any public or private sale.
The Pledgor further agrees to use its reasonable best efforts to do or
cause to be done all such acts as may be reasonably necessary to enable the
Trustee to exercise its rights under this paragraph 12.
(b) All rights to marshalling of assets of the Pledgor, including any
such right with respect to the Collateral, are hereby waived by the
Pledgor.
13. EXPENSES.
The Pledgor will upon demand pay to the Trustee the amount of any and
all reasonable expenses (including, without limitation, the reasonable fees,
expenses and disbursements of its counsel, experts and agents retained by the
Trustee) that the Trustee may incur in connection with (i) the administration of
this Custody and Security Agreement, (ii) the custody or preservation of, or the
sale of, collection from, or other realization upon, any of the Collateral,
(iii) the exercise or enforcement of any of the rights of the Trustee and the
Holders of Notes hereunder or (iv) the failure by the Pledgor to perform or
observe any of the provisions hereof.
14. SECURITY INTEREST ABSOLUTE.
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All rights of the Trustee and the Holders of Notes and security
interests hereunder, and all obligations of the Pledgor hereunder, shall be
absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of the Indenture or any
other 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 Secured Obligations, or any other
amendment or waiver of or any consent to any departure from the Indenture;
(c) any exchange, surrender, release or nonperfection of any liens on
any other collateral for all or any of the Secured Obligations; or
(d) to the extent permitted by applicable law, any other circumstance
which might otherwise constitute a defense available to, or a discharge of,
the Pledgor in respect of the Secured Obligations or of this Custody and
Security Agreement.
15. CONTINUING SECURITY INTEREST; TERMINATION.
(a) This Custody and Security Agreement shall create a continuing
security interest in and to the Collateral and shall, unless otherwise
provided in the Indenture or in this Custody and Security Agreement, remain
in full force and effect until the earlier of payment in full in case of
(A) each of the first six scheduled interest payments due on the Notes
under the terms of the Indenture or (B) all Secured Obligations due and
owing under the Indenture and the Notes in the event such Secured
Obligations become payable prior to the payment of the first six scheduled
interest payments on the Notes. This Custody and Security Agreement shall
be binding upon the Pledgor, its successors and assigns, and shall inure,
together with the rights and remedies of the Trustee hereunder, to the
benefit of the Trustee, the Holders of Notes and their respective
successors, transferees and assigns.
(b) This Custody and Security Agreement shall terminate upon the
earlier of payment in full in cash of (A) each of the first six scheduled
interest payments due on the Notes under the terms of the Indenture or (B)
all Secured Obligations due and owing under the Indenture and the Notes in
the event such Secured Obligations become payable prior to the payment of
the first six scheduled interest payments on the Notes. At such time, the
Trustee shall, at the written request of
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the Pledgor, reassign and redeliver to Pledgor all of the Collateral
hereunder that has not been sold, disposed of, retained or applied by
the Trustee in accordance with the terms of this Custody and Security
Agreement, the Indenture and relevant provisions of Article 8 of the
UCC. Such reassignment and redelivery shall be without warranty (either
express or implied) by or recourse to the Trustee, except as to the
absence of any prior assignments by the Trustee of its interest in the
Collateral, and shall be at the expense of the Pledgor.
16. AUTHORITY OF THE TRUSTEE.
(a) The Trustee shall have and be entitled to exercise all powers
hereunder that are specifically granted to the Trustee by the terms hereof,
together with such powers as are reasonably incident thereto. The Trustee
may perform any of its duties hereunder or in connection with the
Collateral by or through agents or employees and shall be entitled to
retain counsel and to act in reliance upon the advice of counsel concerning
all such matters. Neither the Trustee, any director, officer, employee,
attorney or agent of the Trustee nor the Holders of Notes shall be liable
to the Pledgor for any action taken or omitted to be taken by it or them
hereunder, except for its or their own gross negligence or willful
misconduct, nor shall the Trustee be responsible for the validity,
effectiveness or sufficiency hereof or of any document or security
furnished pursuant hereto. The Trustee and its directors, officers,
employees, attorneys and agents shall be entitled to rely on any
communication, instrument or document reasonably believed by it or them to
be genuine and correct and to have been signed or sent by the proper person
or persons.
(b) The Pledgor acknowledges that the rights and responsibilities of
the Trustee under this Custody and Security Agreement with respect to any
action taken by the Trustee or the exercise or non-exercise by the Trustee
of any option, right, request, judgment or other right or remedy provided
for herein or resulting or arising out of this Custody and Security
Agreement shall, as between the Trustee and the Holders of Notes, be
governed by the Indenture and by such other agreements with respect thereto
as may exist from to time among them, but, as between the Trustee and the
Pledgor, the Trustee shall be conclusively presumed to be acting as agent
for the Holders of Notes with full and valid authority so to act or refrain
from acting, and the Pledgor shall not be obligated or entitled to make any
inquiry respecting such authority.
17. NOTICES.
Any communication, notice or demand to be given hereunder shall be
duly
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given hereunder if given in the form and manner, and delivered to the address
set forth in the Indenture, or in such other form and manner or to such other
address as shall be designated by any party hereto to each other party hereto in
a written notice delivered in accordance with the terms of the Indenture.
18. NO WAIVER; CUMULATIVE RIGHTS.
No failure on the part of the Trustee to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Trustee of any right,
remedy or power hereunder preclude any other or future exercise of any other
right, remedy or power. Each and every right, remedy and power hereby granted
to the Trustee or allowed it by law or other agreement shall be cumulative and
not exclusive of any other, and may be exercised by the Trustee from time to
time.
19. BENEFITS OF CUSTODY AND SECURITY AGREEMENT.
Nothing in this Custody and Security Agreement, express or implied,
shall give to any person, other than the parties hereto and their successors
hereunder, and the Holders of the Notes, any benefit or any legal or equitable
right, remedy or claim under this Custody and Security Agreement.
20. APPLICABLE LAW; CONSENT TO JURISDICTION.
This Agreement and the rights and obligations of the parties hereunder
shall be governed by, and construed in accordance with, the laws of the State of
New York. Pledgor hereby irrevocably submits to the non-exclusive jurisdiction
of any New York State or Federal court located in the State of New York in any
action or proceeding arising out of or relating to this Agreement.
21. APPOINTMENT OF AGENT; WAIVER OF JURY TRIAL.
(a) THE PLEDGOR HAS APPOINTED CT CORPORATION SYSTEM, 0000 XXXXXXXX, XXX
XXXX, XXX XXXX 00000, AS ITS AUTHORIZED AGENT (THE "AUTHORIZED AGENT") UPON WHOM
PROCESS MAY BE SERVED IN ANY SUCH ACTION ARISING OUT OF OR BASED ON THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHICH MAY BE INSTITUTED IN ANY
NEW YORK COURT BY ANY PURCHASER OR BY ANY PERSON WHO CONTROLS ANY PURCHASER,
EXPRESSLY CONSENTS TO THE JURISDICTION OF ANY SUCH COURT IN RESPECT OF ANY SUCH
ACTION,
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AND WAIVES ANY OTHER REQUIREMENTS OF OR OBJECTIONS TO PERSONAL JURISDICTION
WITH RESPECT THERETO. SUCH APPOINTMENT SHALL BE IRREVOCABLE. THE PLEDGOR
REPRESENTS AND WARRANTS THAT THE AUTHORIZED AGENT HAS AGREED TO ACT AS SUCH
AGENT FOR SERVICE OF PROCESS AND AGREES TO TAKE ANY AND ALL ACTION, INCLUDING
THE FILING OF ANY AND ALL DOCUMENTS AND INSTRUMENTS, THAT MAY BE NECESSARY TO
CONTINUE SUCH APPOINTMENT IN FULL FORCE AND EFFECT AS AFORESAID. SERVICE OF
PROCESS UPON THE AUTHORIZED AGENT AND WRITTEN NOTICE OF SUCH SERVICE TO THE
PLEDGOR SHALL BE DEEMED, IN EVERY RESPECT, EFFECTIVE SERVICE OF PROCESS UPON THE
PLEDGOR.
(b) EACH OF THE PLEDGOR AND THE TRUSTEE HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
WHICH IN ANY MANNER ARISES OUT OF OR IN CONNECTION WITH OR IS IN ANY WAY RELATED
TO THIS PLEDGE AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN.
(c) THE PROVISIONS OF THIS SECTION 21 ARE A MATERIAL INDUCEMENT FOR THE
TRUSTEE ENTERING INTO THE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN.
PLEDGOR HEREBY ACKNOWLEDGES THAT IT HAS REVIEWED THE PROVISIONS OF THIS SECTION
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22. EXECUTION IN COUNTERPARTS.
This Custody and Security Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
CONVERGENT COMMUNICATIONS, INC.,
as Pledgor
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
NORWEST BANK COLORADO, N.A.,
as Trustee for the benefit
of the Holders of the Notes
By: /s/ Xxx Xxxx
-------------------------------------
Name: Xxx Xxxx
Title: Vice President
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