EXHIBIT H
PARENT SECURITY AGREEMENT
THIS PARENT SECURITY AGREEMENT (this "AGREEMENT") is made as of this
14th day of May, 1999, by and between ADVANCED COMMUNICATIONS GROUP, INC. (the
"PARENT") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
administrative agent (the "ADMINISTRATIVE AGENT") for itself and on behalf of
the Lenders (as defined in the Loan Agreement described below).
W I T N E S S E T H:
WHEREAS, the Great Western Directories, Inc. (the "BORROWER"), the
Lenders and the Administrative Agent are all parties to that certain Loan
Agreement dated as of even date herewith (as the same may be amended, restated,
modified or supplemented from time to time, the "LOAN AGREEMENT"); and
WHEREAS, pursuant to the terms of the Loan Agreement, the Parent is
required to execute and deliver this Agreement; and
WHEREAS, the Borrower is a Subsidiary of the Parent; and
WHEREAS, the Parent, the Borrower and other Subsidiaries of the Parent
are mutually dependent on each other in the conduct of their respective
businesses as an integrated operation, and the Parent has as one of its
corporate purposes assisting the Borrower to obtain financing needed from time
to time by the Parent, the Borrower and other Subsidiaries of the Parent; and
WHEREAS, the Borrower's ability to obtain such financing is dependent,
in part, on the successful operations of and the properties owned by the Parent;
and
WHEREAS, the Parent has determined that its execution, delivery and
performance of this Agreement directly benefit, and are within the corporate
purposes and in the best interests of, the Parent;
NOW, THEREFORE, in consideration of the foregoing and to secure the
payment and performance of, among other things, the obligations of the Parent
under that certain Parent Guaranty dated as of even date herewith (as amended,
restated, modified or supplemented from time to time, the "PARENT GUARANTY") and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. SECURITY INTEREST. The Parent hereby grants and assigns to the
Administrative Agent, for itself and on behalf of the Lenders, a continuing
security interest in and security title to (the "SECURITY INTEREST") all of its
property whether now owned or hereafter created, acquired or reacquired,
including, without limitation, Parent's right, title and interest in and to the
property described below and all substitutions therefor, accessions thereto and
improvements thereon:
INVENTORY
All of the Parent's inventory of whatsoever nature and kind
and wheresoever situated, including, without limitation, raw materials,
components, work in process, finished goods, goods in transit and
packing and shipping materials, accretions and accessions thereto,
trust receipts and similar documents covering the same products (the
"INVENTORY");
EQUIPMENT
All machinery and equipment and supplies (installed and
uninstalled) not included in Inventory above, motor vehicles (other
than leased motor vehicles) and all accretions and accessions thereto,
any distribution systems and components thereof, and any other
equipment used in connection with the Parent's business or otherwise
owned by Parent (the "EQUIPMENT");
ACCOUNTS
All right to payment for goods sold or leased or for services
rendered which is not evidenced by an instrument or chattel paper,
whether or not it has been earned by performance, including, without
limitation, all agreements with customers, and all books and records
recording, evidencing or relating to such accounts or any part thereof
(the "ACCOUNTS");
CONTRACTS AND LEASES
(a) All material construction, subscriber, customer service,
management and capacity agreements and contracts, rights of way,
easements and service and public utility contracts to which the Parent
is a party, whether now existing or hereafter arising (the
"CONTRACTS");
(b) all lease agreements for real property or personal
property to which the Parent is a party, whether now existing or
hereafter arising (the "LEASES"); and
(c) all other contracts and contractual rights, remedies or
provisions whether now existing or hereafter arising in favor of the
Parent, together with all amendments thereto and all other documents
executed in connection therewith (the "OTHER CONTRACTS");
GENERAL INTANGIBLES
All general intangibles including personal property not
included above, such as, without limitation, all goodwill, trademarks,
tradenames, industrial designs, other industrial or intellectual
property or rights therein, whether under license or otherwise,
programs, software, software codes, programming material and tax
refunds (the "INTANGIBLES");
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MEMBERSHIP INTERESTS
All membership rights, privileges and interests of the Parent
in any Person, including, without limitation, (a) the right to receive
distributions at any time or from time to time in cash or other
property, (b) the right to any specific property of such Person, if
any, and (c) all of the Parent's right to participate in the management
of such Person (the "MEMBERSHIP INTERESTS");
INVESTMENT PROPERTY
All investment property, including, without limitation, all
securities, whether certificated or uncertificated, security
entitlements, securities accounts, commodity contracts and commodity
accounts (the "INVESTMENT PROPERTY");
FURNITURE AND FIXTURES
All furniture and fixtures in which the Parent has an
interest (the "FURNITURE AND FIXTURES");
MISCELLANEOUS ITEMS
All goods, chattel paper, documents, instruments, choses in
action, claims, money, deposits, certificates of deposit, stock or
share certificates and licenses and other rights in intellectual
property, and other tangible personal property not included above
("MISCELLANEOUS ITEMS"); and
PROCEEDS
All proceeds of any of the above, and all proceeds of any loss
of, damage to or destruction of the above, whether insured or not
insured, and all other proceeds of any sale, lease or other disposition
of any property or interest therein referred to above, together with
all proceeds of any policies of insurance covering any or all of the
above, the proceeds of any award in condemnation with respect to any of
the property of the Parent, any rebates or refunds, whether for taxes
or otherwise, and all proceeds of any such proceeds (the "PROCEEDS").
The Inventory, Equipment, Accounts, Contracts, Other Contracts, Leases,
Intangibles, Furniture and Fixtures, Membership Interests, Investment Property,
Miscellaneous Items and Proceeds thereof, each as described above, are
hereinafter collectively referred to as the "COLLATERAL." This Agreement and the
Security Interest secure payment of all of the Parent's obligations under the
Parent Guaranty. Notwithstanding anything to the contrary contained in the
foregoing provisions of this Section 1, the types or items of Collateral shall
not include any rights or interest in any contract, lease, permit, or license
agreement covering real or personal property of the Parent, or to which the
Parent is a party, if under the terms of such contract, lease, authorization,
permit or license agreement, or Applicable Law with respect thereto, the valid
grant of a security interest or lien therein to the Administrative Agent is
prohibited and such prohibition has not been or is not waived or the consent of
the other
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party to such contract, lease, authorization, permit or license agreement has
not been or is not otherwise obtained; PROVIDED THAT the foregoing exclusion
shall in no way be construed (a) to apply if any party to such prohibition is
unenforceable under Section 9-318 of the Uniform Commercial Code or other
Applicable Law or (b) so as to limit, impair or otherwise affect the
Administrative Agent's unconditional continuing security interests in and
liens upon any rights or interests of the Parent in or to monies due or to
become due under any such contract, lease, authorization, permit or license
agreement.
2. DEFINITIONS. Unless otherwise defined or limited herein, terms
defined in the Loan Agreement are used herein as therein defined.
3. FURTHER ASSURANCES. The Parent hereby authorizes the Administrative
Agent to file such financing statements and such other documents as the
Administrative Agent may deem necessary or desirable to protect or perfect the
interest of the Administrative Agent and the Lenders in the Collateral, and to
the extent now or hereafter permitted by Applicable Law, the Parent further
irrevocably appoints the Administrative Agent, for itself and on behalf of the
Lenders, as the Parent's attorney-in-fact, with power of attorney to execute on
behalf of the Parent such Uniform Commercial Code financing statement amendment
forms as the Administrative Agent, may from time to time deem necessary or
desirable to protect or perfect such interest. Such power of attorney is coupled
with an interest and shall be irrevocable for so long as any of the Obligations
remains unpaid or unperformed or any of the Lenders have any obligation to make
Advances under the Loan Agreement, regardless of whether the conditions
precedent to the making of any such Advances have been or can be fulfilled. In
addition, the Parent agrees to make, execute, deliver or cause to be done,
executed and delivered, from time to time, all such further acts, documents and
things as the Administrative Agent may reasonably require for the purpose of
perfecting or protecting its rights (or the rights of the Lenders) hereunder or
otherwise giving effect to this Agreement, all promptly upon request therefor.
The Parent shall take or cause to be performed such acts and actions as shall be
necessary or appropriate to assure that the Security Interest upon the
Collateral shall not become subordinate or junior to the security interests,
liens or claims of any other Person, except for Permitted Liens.
4. REPRESENTATIONS AND WARRANTIES. The Parent represents and warrants
to the Administrative Agent and the Lenders that:
(a) the execution of this Agreement and the fulfillment of the
terms hereof will not result in a breach of any of the terms or
provisions of, or constitute a default under its articles of
incorporation, as presently in effect, or any material Applicable Law
with respect to the Parent, or result in the termination or
cancellation of or any default under any material indenture, mortgage,
deed of trust, deed to secure debt or other agreement or instrument to
which the Parent is a party or by which the Parent is bound or
affected;
(b) the Parent has taken all necessary legal action to
authorize the execution and delivery of this Agreement;
(c) the Security Interest in the Collateral granted to the
Administrative Agent, for itself and on behalf of the Lenders,
hereunder shall constitute, upon the completion of all
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necessary filings or notices in proper public offices or the taking
of any necessary possessions or similar acts, a perfected first
priority security interest in the Collateral, subject only to
Permitted Liens (as defined in the Parent Guaranty).
5. LOCATION OF COLLATERAL; FEIN; NAME CHANGE. The Parent further
represents and warrants that it now keeps all of its records concerning its
Collateral at its chief executive office located at the following address, and
that its Federal Employer Identification Number is as follows:
ADDRESS:
000 Xxxxx Xxxxx Xxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
FEIN:
00-0000000
The Parent hereby covenants and agrees that it shall not keep any of such
records at any other address unless written notice thereof is given to the
Administrative Agent at least thirty (30) days prior to the effective date of
any new address for the keeping of such records. The Parent further agrees that
it shall promptly advise the Administrative Agent in writing making reference to
this Section 5, of (a) the opening of any new place of business outside the
State of Missouri if such state has not previously been notified to the
Administrative Agent, (b) the closing of any existing place of business, and (c)
any change in the location(s) set forth herein or in SCHEDULE 1 attached hereto
of the place(s) where it keeps the Collateral if such location(s) is/are outside
the State of Missouri and such state location(s) has/have not previously been
notified to the Administrative Agent. The Parent hereby covenants and agrees
that it shall not change its name unless written notice thereof is given to the
Administrative Agent at least thirty (30) days prior to the effective date of
such name change.
6. COLLATERAL NOT FIXTURES. The parties intend that, to the extent
permitted by Applicable Law, the Collateral shall remain personal property
irrespective of the manner of its attachment or affixation to realty.
7. GENERAL COVENANTS. Any and all injury to, or loss or destruction of,
the Collateral shall be at the risk of the Parent, and shall not release the
Parent from its obligations hereunder. Except as permitted under the Loan
Agreement or the Parent Guaranty, the Parent agrees not to sell, transfer,
assign, dispose of, mortgage, grant a security interest in, or encumber any of
the Collateral in any manner. The Parent agrees to maintain in force with
reputable insurers acceptable to the Required Lenders such insurance with
respect to the Collateral as is required under the Parent Guaranty. Each such
insurance policy shall name the Administrative Agent, for itself and on behalf
of the Lenders, as additional named loss payee to the extent of the Parent's
obligations hereunder and shall provide for at least thirty (30) days' prior
written notice to the Administrative Agent of any default under, expiration of,
termination of or proposed cancellation of such policy. The Parent further
agrees that the Administrative Agent may, but shall in no event be obligated to,
insure any of the Collateral in such form and amount as the Administrative Agent
may deem necessary or desirable if the Parent fails to obtain insurance as
required by the Parent Guaranty, and that the Administrative Agent may pay or
discharge any taxes, liens, or encumbrances on any of the Collateral, and the
Parent agrees to pay upon demand any such sum so expended by the
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Administrative Agent with interest at the Default Rate, and such sums and
interest shall be deemed to be a part of the Obligations secured by the
Collateral under the terms of this Agreement.
8. COVENANTS CONCERNING CONTRACTS AND LEASES. The Parent shall (a)
fulfill, perform and observe each and every material condition and covenant
contained in any of the Contracts, the Other Contracts or the Leases, (b) give
prompt notice to the Administrative Agent of any claim of default under any of
the Contracts, the Other Contracts or the Leases given to the Parent or by the
Parent, (c) at the sole cost and expense of the Parent and to the extent deemed
reasonable or appropriate by the Borrower in its business judgment, enforce the
performance and observance of each and every material covenant and condition of
the Contracts, the Other Contracts or the Leases to be performed or observed by
other parties to any of the Contracts, Other Contracts or Leases, and (d) appear
in and defend any action growing out of or in any manner connected with any
Contract, Other Contract or Lease. The rights and interest transferred and
assigned to the Administrative Agent hereunder include all of the Parent's
rights and titles, (a) to modify the Contracts, the Other Contracts and Leases,
(b) to terminate the Contracts, the Other Contracts and the Leases, and (c) to
waive or release the performance or observance of any obligation or condition of
the Contracts, the Other Contracts and the Leases; PROVIDED, HOWEVER, that these
rights shall not be exercised by the Administrative Agent unless there shall
exist and be continuing an Event of Default and until such time, the Parent
shall have the right to exercise such rights in its reasonable judgment and
pursuant to the terms of the Parent Guaranty and the Loan Agreement.
9. REMEDIES.
(a) Upon the occurrence and during the continuance of an Event
of Default, the Administrative Agent, for the benefit of the Lenders, shall have
such rights and remedies as are set forth in the Loan Agreement and herein, all
the rights, powers and privileges of a secured party under the Uniform
Commercial Code of the State of California or any other applicable jurisdiction,
and all other rights and remedies available to the Administrative Agent, for the
benefit of itself and the Lenders, at law or in equity. The Parent covenants and
agrees that any notification of intended disposition of any Collateral, if such
notice is required by law, shall be deemed reasonably and properly given if
given in the manner provided for in Section 15 hereof at least ten (10) days
prior to such disposition. The Administrative Agent, for the benefit of itself
and the Lenders, shall have the right to the appointment of a receiver for the
properties and assets of the Parent, and the Parent hereby consents to such
rights and such appointment and hereby waives any objection the Parent may have
thereto or the right to have a bond or other security posted by the
Administrative Agent, for the benefit of itself and the Lenders, in connection
therewith. The rights of the Administrative Agent shall be subject to its prior
compliance with the Communications Act, FCC rules and policies promulgated
thereunder and state laws and regulations, to the extent applicable to the
exercise of such rights, before foreclosing on any Collateral constituting
Equipment.
(b) Upon the occurrence and during the continuance of an Event
of Default, the Administrative Agent, for itself and on behalf of the Lenders,
may proceed to perform any and all of the obligations of the Parent contained in
any of the Contracts, the Other Contracts or the Leases and exercise any and all
rights of the Parent therein contained as fully as the Parent itself could. To
the extent now or hereafter permitted by Applicable Law, the Parent hereby
appoints the Administrative Agent, for itself and on behalf of the Lenders, its
attorney-in-fact, effective upon the
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occurrence and during the continuance of an Event of Default, with power of
substitution, to take such action, execute such documents, and perform such
work as the Administrative Agent may deem appropriate in exercise of the
rights and remedies granted the Administrative Agent herein. The powers
herein granted shall include, but not be limited to, powers to xxx on the
Contracts, the Other Contracts, or the Leases. The power of attorney granted
herein is coupled with an interest and shall be irrevocable for so long as
any of the Obligations remain unpaid or unperformed or any of the Lenders
have any obligation to make Advances under the Loan Agreement, regardless of
whether the conditions precedent to the making of any such Advances have been
or can be fulfilled.
(c) Upon the occurrence and during the continuance of an Event
of Default, should the Parent fail to perform or observe any covenant or comply
with any condition contained in any of the Contracts, the Other Contracts or the
Leases, then the Administrative Agent, for itself and on behalf of the Lenders,
but without obligation to do so and without releasing the Parent from its
obligation to do so, may perform such covenant or condition and, to the extent
that the Administrative Agent shall incur any costs or pay any expenses in
connection therewith, including any costs or expenses of litigation associated
therewith, such costs, expenses or payments shall be included in the Obligations
secured hereby and shall bear interest from the payment of such costs or
expenses at the Default Rate. None of the Administrative Agent and the Lenders,
or any of them, shall be obligated to perform or discharge any obligation of the
Parent under any of the Contracts, the Other Contracts or the Leases, and,
except as may result from the gross negligence or willful misconduct of the
Administrative Agent and the Lenders, the Parent agrees to indemnify and hold
the Administrative Agent and the Lenders harmless against any and all liability,
loss and damage which the Administrative Agent and the Lenders, or any of them,
may incur under any of the Contracts, the Other Contracts or the Leases or under
or by reason of this Agreement, and any and all claims and demands whatsoever
which may be asserted against the Parent by reason of an act of any of the
Administrative Agent and the Lenders under any of the terms of this Agreement or
under the Contracts, the Other Contracts or the Leases.
(d) The Parent hereby acknowledges that the Obligations arose
out of a commercial transaction, and agrees that if an Event of Default shall
occur and be continuing, the Administrative Agent and the Lenders shall have the
right to an immediate writ of possession without notice of a hearing, and hereby
knowingly and intelligently waives any and all rights it may have to any notice
and posting of a bond by the Administrative Agent and the Lenders, or any of
them, prior to seizure by the Administrative Agent and the Lenders, or any of
their transferees, assigns or successors in interest, of the Collateral or any
portion thereof.
10. ADMINISTRATIVE AGENT ATTORNEY-IN-FACT. To the extent now or
hereafter permitted by Applicable Law, the Parent hereby further appoints the
Administrative Agent, for itself and on behalf of the Lenders, as its
attorney-in-fact, effective upon the occurrence and during the continuance of an
Event of Default, with power of substitution, and with authority to receive,
open and dispose of in an appropriate manner all mail addressed to the Parent,
and to notify the postal authorities to change the address for delivery of mail
addressed to the Parent to such address as the Administrative Agent may
designate, to endorse the name of the Parent on any note, acceptance, check,
draft, money order or other evidence of debt or of payment which may come into
the possession of any of the Administrative Agent and the Lenders, and generally
to do such other things and acts in the name of the Parent as are necessary or
appropriate to protect or enforce the
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rights hereunder of the Administrative Agent and the Lenders. To the extent
now or hereafter permitted by Applicable Law, the Parent further authorizes
the Administrative Agent, for itself and on behalf of the Lenders, effective
upon the occurrence and during the continuance of an Event of Default, to
compromise and settle or to sell, assign or transfer or to ask, collect,
receive or issue any and all claims possessed by the Parent all in the name
of the Parent. After deducting all reasonable expenses and charges (including
the Administrative Agent's reasonable attorneys' fees) of retaking, keeping,
storing and selling the Collateral, the Administrative Agent shall apply the
proceeds in payment of any of the Obligations in such order of application as
is set forth in the Loan Agreement, and, if a deficiency results after such
application, the Parent covenants and agrees to pay such deficiency to the
Administrative Agent, for the benefit of itself and the Lenders. The power of
attorney granted herein is coupled with an interest and shall be irrevocable
for so long as any of the Obligations remains unpaid or unperformed or any of
the Lenders have any obligation to make Advances under the Loan Agreement,
regardless of whether the conditions precedent to the making of any such
Advances have been or can be fulfilled. The Parent agrees that if steps are
taken by the Administrative Agent to enforce rights hereunder, or to realize
upon any of the Collateral, the Parent shall pay to the Administrative Agent
the amount of the reasonable costs, including reasonable attorneys' fees,
incurred in connection with such enforcement, and the Parent's obligation to
pay such amounts shall be deemed to be a part of the Obligations secured
hereunder.
11. INDEMNIFICATION. The Parent shall indemnify and hold harmless the
Administrative Agent and the Lenders, and each of them, and any other Person
acting hereunder for all losses, costs, damages, fees and expenses whatsoever
associated with the exercise of the powers of attorney granted herein and shall
release the Administrative Agent and the Lenders and any other Person acting
hereunder from all liability whatsoever for the exercise of the foregoing powers
of attorney and all actions taken pursuant thereto, except in the case of gross
negligence or willful misconduct by any of the Administrative Agent, the Lenders
and such other Person or Persons acting hereunder, or any of them.
12. REMEDIES CUMULATIVE. The Parent agrees that the rights of the
Administrative Agent and the Lenders under this Agreement, the Loan Agreement or
the Loan Documents shall be cumulative, and that the Administrative Agent and
the Lenders, or any of them, may from time to time exercise such rights and such
remedies as the Administrative Agent and the Lenders, or any of them, may have
thereunder and under the laws of the United States and any state, as applicable,
in the manner and at the time that the Administrative Agent and the Lenders, or
any of them, in its or their sole discretion desire. The Parent further
expressly agrees that the Administrative Agent shall not in any event be under
any obligation to resort to any Collateral prior to exercising any other rights
that the Administrative Agent and the Lenders, or any of them, may have against
the Parent or its properties, or to resort to any other collateral for the
Obligations prior to the exercise of remedies hereunder.
13. WAIVER. No transfer or renewal, extension, assignment or
termination of this Agreement or of the Loan Agreement, any other Loan
Document, or any other instrument or document in connection therewith
executed and delivered by the Parent to the Administrative Agent and the
Lenders, or any of them, nor any additional Advances made by the Lenders to
the Borrower, nor the taking of further security, nor the retaking or
re-delivery of the Collateral to the Parent by any of the Administrative
Agent and the Lenders, nor any other act of any of the Administrative
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Agent and the Lenders shall release the Parent from any obligation under the
Parent Guaranty or this Agreement, except a release or discharge executed in
writing by the Administrative Agent and the Lenders, with respect to the
Parent's obligations hereunder or payment of the Parent's obligations
hereunder or upon full payment to the Administrative Agent and the Lenders
and satisfaction of all the Obligations. None of the Administrative Agent and
the Lenders shall by any act, delay, omission or otherwise, be deemed to have
waived any of their rights or remedies hereunder, unless such waiver is in
writing and signed by the Administrative Agent and the Lenders. A waiver by
the Administrative Agent and the Lenders, of any right or remedy on any
occasion shall not be construed as a bar to the exercise of any such right or
remedy which any of the Administrative Agent and the Lenders would otherwise
have had on any other occasion.
14. ASSIGNMENTS. The Parent agrees that this Agreement and rights of
the Administrative Agent and the Lenders hereunder may in the discretion of such
Person be assigned in whole or in part by such Person in connection with any
permitted assignment under the Loan Agreement. The Administrative Agent may also
be replaced under the circumstances set forth in the Loan Agreement. The Parent
agrees that if this Agreement shall be properly assigned, the rights of any and
all assignees shall be independent of any claims the Parent may have against the
assignor or assignors. In the event this Agreement is so assigned by any of the
Administrative Agent and the Lenders, the terms "Administrative Agent" and
"Lenders" wherever used herein shall be deemed to refer to and include any such
assignee or assignees, as appropriate.
15. NOTICES. All notices and other communications required or permitted
hereunder shall be in writing and shall be given in a manner prescribed in
Section 11.1 of the Loan Agreement.
16. GOVERNING LAW. The provisions of this Agreement shall be construed
and interpreted, and all rights and obligations of the parties hereto
determined, in accordance with the laws of the State of California. This
Agreement, together with all documents referred to herein, constitutes the
entire Agreement among the Parent, the Administrative Agent and the Lenders with
respect to the matters addressed herein, and may not be modified except by a
writing executed by the Administrative Agent, for itself and on behalf of the
Lenders, and delivered by the Administrative Agent, for itself and on behalf of
the Lenders, to the Parent.
17. SEVERABILITY. If any paragraph or part thereof shall for any reason
be held or adjudged to be invalid, illegal or unenforceable by any court of
competent jurisdiction, such paragraph or part thereof so adjudicated invalid,
illegal or unenforceable shall be deemed separate, distinct and independent, and
the remainder of this Agreement shall remain in full force and effect and shall
not be affected by such holding or adjudication.
18. FCC CONSENT. Notwithstanding anything herein which may be construed
to the contrary, no action shall be taken by any of the Lenders and the
Administrative Agent with respect to the Licenses (as defined in the Parent
Guaranty) (or any Collateral relating to such Licenses (as defined in the Parent
Guaranty)) unless and until all requirements of Applicable Law, including,
without limitation, any state law, or any required approval under the
Communications Act, and any applicable rules and regulations thereunder,
requiring the consent to or approval of such action by the FCC or any
governmental or other authority, have been satisfied. The Parent covenants that
upon request of any of the Lenders and the Administrative
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Agent after and during the continuance of an Event of Default it will cause
to be filed such applications and take such other action as may be requested
by such Person or Persons to obtain consent or approval of the FCC or any
governmental or other authority which has granted any License (as defined in
the Parent Guaranty) to the Parent to any action contemplated by this
Agreement and to give effect to the Security Interest of the Administrative
Agent, including, without limitation, the execution of an application for
consent by the FCC to a change in ownership or control pursuant to the
provisions of the Communications Act. To the extent permitted by Applicable
Law, the Administrative Agent is hereby irrevocably appointed the true and
lawful attorney-in-fact of the Parent, in its name and stead, to execute and
file, upon the occurrence and during the continuance of an Event of Default
after ten (10) Business Days' prior notice to the Parent, all necessary
applications with the FCC and with any governmental or other authority. The
power of attorney granted herein is coupled with an interest and shall be
irrevocable for so long as any of the Obligations remains unpaid or
unperformed or any of the Lenders have any obligation to make Advances under
the Loan Agreement, regardless of whether the conditions precedent to the
making of any such Advances has been or can be fulfilled.
19. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the undersigned, as an Authorized Signatory, has
caused this instrument to be executed as of the day and year first above
written.
PARENT: ADVANCED COMMUNICATIONS GROUP, INC.
By:
--------------------------------
Name:
-------------------------
Title:
-------------------------
ADMINISTRATIVE AGENT: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as
Administrative Agent
By:
--------------------------------
Name:
-------------------------
Title:
-------------------------
GREAT WESTERN DIRECTORIES, INC.
PARENT SECURITY AGREEMENT
Signature Page 1
SCHEDULE 1
TO
PARENT SECURITY AGREEMENT
COLLATERAL LOCATIONS
The Collateral of Parent is located at the following locations on the
date hereof:
1. Parent's chief executive office as set forth in Section 5.
2. Other:
Kansas: 00000 Xxxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Minnesota: Xxx Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
RHS Building
0000 Xxxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
Nebraska: 000 Xxxxx 000xx Xxxxxx
Xxxxx, XX
Oklahoma: 00000 X. 00xx Xxxxxx
Xxxxx, XX
Texas: 0000 Xxxxx X'Xxxxxx, Xxxxx X00
#00, #00 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
000 X. Xxxxxxxxxx Xxx., Xxxxx 000
Xxx Xxxxxx, XX 00000
0000 Xxxxxx X, #0 & 0
Xxxxxxx, XX 00000
0000 Xxxxx XxXxxx Xx.
XxXxxxx, XX 00000
Midland Business Center
000 X. Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
00000 X. Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, XX
000 Xxxxxxxx Xxxx Xxxx.
Xxxxxx, XX 00000
Xxx Xxxxxxx Xxxxx, Xxxxx 000
000 Xxxxx Xxxxx Xxxxxx
Xxxx, XX 00000
Xxx Xxxxxxx Xxxxx, Xxxxx 000
000 Xxxxx Xxxxx Xxxxxx
Xxxx, XX 00000
00000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
0000-X Xxxx Xxxx 000
Xxxxxxxx, XX 00000
0000 Xxxxx Xxxxx, Xxxxxx 000 & 000
Xxxxxxx, XX 00000
0000 Xxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
Xxxxxxx Xxxxx, Xxxxx 000 X
Xx Xxxx, XX 00000
0000 Xxxx Xxxxxx, Xxxx. 00
Xxxx Xxxxx, XX 00000
Wyoming: 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
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