EXHIBIT 4(i)(h)
FIRST AMENDMENT
TO
PARENT PLEDGE AGREEMENT
THIS FIRST AMENDMENT TO PARENT PLEDGE AGREEMENT (this "AMENDMENT") is
made and entered into this 30th day of June, 1999 by and between ADVANCED
COMMUNICATIONS GROUP, INC., a Delaware corporation (the "PLEDGOR"), 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 defined below).
W I T N E S S E T H:
WHEREAS, pursuant to that certain Loan Agreement dated as of May 14,
1999 (as amended, modified, supplemented or restated from time to time, the
"LOAN AGREEMENT") among Great Western Directories, Inc. (the "BORROWER"), the
Lenders and the Administrative Agent, the Pledgor and the Administrative Agent
entered into that certain Parent Pledge Agreement dated as of May 14, 1999 (the
"PARENT PLEDGE AGREEMENT"); and
WHEREAS, the Parent and the Administrative Agent, for itself and on
behalf of the Lenders, wish to amend the Parent Pledge Agreement to revise
Schedule 1 attached thereto;
NOW, THEREFORE, for and in consideration of the above premises and the
mutual covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that all capitalized terms used herein without definition
shall have the meanings ascribed to such terms in the Loan Agreement and further
agree as follows:
1. AMENDMENT TO SCHEDULE 1. Schedule 1 to the Parent Pledge
Agreement, Description of Ownership Interests Owned by Pledgor, is hereby
amended by deleting the existing Schedule 1 in its entirety and by substituting
SCHEDULE 1 (AMENDED) attached hereto in lieu thereof.
2. NO OTHER AMENDMENT OR WAIVER. Except for the amendment set
forth above, the text of the Parent Pledge Agreement shall remain unchanged and
in full force and effect. No waiver by the Administrative Agent under the Parent
Pledge Agreement is granted or intended, except as expressly set forth herein,
and the Administrative Agent, for itself and on behalf of the Lenders, expressly
reserves the right to require strict compliance in all other respects (whether
or not in connection with any Requests for Advance). Except as set forth herein,
the amendment agreed to herein shall not constitute a modification of the Parent
Pledge Agreement or any of the other Loan Documents, or a course of dealing with
the Administrative Agent and the Lenders at
- 1 -
variance with the Loan Agreement, the Parent Pledge Agreement or any of the
other Loan Documents, such as to require further notice by the Administrative
Agent and the Lenders to require strict compliance with the terms of the Loan
Agreement, the Parent Pledge Agreement and the other Loan Documents in the
future.
3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants in favor of the Administrative Agent and each Lender
that the representations and warranties contained in Section 4.1 of the Loan
Agreement, in the Parent Pledge Agreement and in the other Loan Documents
remain true and correct as of the date hereof, both before and after giving
effect to this Amendment, except to the extent previously fulfilled in
accordance with the terms of the Loan Agreement, the Parent Pledge Agreement
or such other Loan Document, as applicable, or to the extent relating
specifically to the Agreement Date. No Default now exists or will be caused
hereby.
4. CONDITION PRECEDENT. The effectiveness of this Amendment is
subject to the receipt by the Administrative Agent of counterparts hereof
executed by the Administrative Agent and the Borrower and of all documents,
instruments, consents or items which the Administrative Agent shall deem
appropriate in connection herewith.
5. LOAN DOCUMENTS. This document shall be deemed to be a Loan
Document for all purposes under the Loan Agreement and the other Loan
Documents.
6. COUNTERPARTS. This Amendment 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.
7. GOVERNING LAW. This Amendment shall be construed in
accordance with and governed by the laws of the State of California.
9. SEVERABILITY. Any provision of this Amendment which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of
such provision in any other jurisdiction.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
- 2 -
IN WITNESS WHEREOF, the undersigned have hereunto set their hands by
and through their duly authorized signatories, as of the day and year first
above written.
PLEDGOR: ADVANCED COMMUNICATIONS GROUP, INC.
By: //▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III//
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
Title: Authorized Signatory
ADMINISTRATIVE AGENT: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative Agent
By: //▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇//
-----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
GREAT WESTERN DIRECTORIES, INC.
FIRST AMENDMENT TO PARENT PLEDGE AGREEMENT
Signature Page
SCHEDULE 1 (AMENDED)
DESCRIPTION OF OWNERSHIP INTERESTS OWNED BY PLEDGOR
100% of capital stock of each of:
Great Western Directories, Inc.;
FirsTel, Inc.;
▇▇▇▇▇ Long Distance Service, Inc.;
Valu-Line of Longview, Inc.
and
Telecom Resources, Inc.