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Parent Pledge Agrmt

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EXHIBIT G


FORM OF PARENT PLEDGE AGREEMENT


THIS PARENT PLEDGE AGREEMENT (this "AGREEMENT") is entered into this 14th day of May 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, 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 hereafter amended, modified, supplemented or restated from time to time, the "LOAN AGREEMENT"); and


WHEREAS, the Borrower is a wholly-owned Subsidiary of the Pledgor, and the Borrower and the Pledgor are mutually dependent on each other in the conduct of their respective businesses as an integrated operation; and


WHEREAS, the Pledgor 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 Pledgor; and


WHEREAS, to secure the due and punctual payment and performance of the Obligations (as defined in the Loan Agreement), the Pledgor wishes to pledge and assign to the Administrative Agent, for itself and for the benefit of the Lenders all of the Pledgor's right, title and interest existing in and to all of the shareholder interests in the Borrower and each Affiliate Guarantor owned by the Pledgor, as more particularly described on SCHEDULE 1 attached hereto and incorporated by reference herein (collectively, the "OWNERSHIP INTERESTS");


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 as follows:


1. DEFINITIONS. All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Loan Agreement. For purposes hereof, "SECURED PARTIES" shall mean, collectively, the Administrative Agent and the Lenders, and "SECURED PARTY" shall mean any one of the foregoing.


2. GRANT OF SECURITY INTEREST. As security for (a) the timely fulfillment and performance of each and every covenant and obligation of the Pledgor under this Agreement and any other documents executed and delivered in connection herewith to which the Pledgor is a


party and (b) the payment of all Obligations, the Pledgor hereby pledges, mortgages, transfers, sets over and assigns to the Administrative Agent, on behalf of the Secured Parties, and grants the Administrative Agent, on behalf of the Secured Parties, subject to Section 24 hereof, a continuing Lien (as defined in the Loan Agreement) on and security interest in:


(a) the Ownership Interests and all substitutions therefor and replacements thereof, and all rights related thereto, including, without limitation, after the occurrence and during the continuance of an Event of Default, the right to request that the Ownership Interests be registered in the name of the Administrative Agent, or any of its nominees, all warrants, options, appreciation rights and other rights, contractual or otherwise, in respect thereof and of all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for any or all of the Ownership Interests (except for distributions which are permitted under the Loan Agreement or the Parent Guaranty); and


(b) all proceeds of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor, howsoever its interest therein may arise or appear (whether beneficially or of record and whether by ownership, security interest, claim or otherwise).


It is the intention of the parties hereto that beneficial ownership of the Ownership Interests, including, without limitation, all voting, consensual and distribution rights, shall remain in the Pledgor until the occurrence and during the continuance of an Event of Default and until the Administrative Agent shall notify the Pledgor of the Administrative Agent's exercise, on behalf of the Secured Parties, of voting, consensual and distribution rights to the Ownership Interests pursuant to Section 17 hereof.


3. AGENT ATTORNEY-IN-FACT. The Pledgor hereby constitutes and appoints the Administrative Agent as its true and lawful attorney-in-fact, in its name and stead, upon the occurrence and during the continuation of an Event of Default, (a) to collect any and all distributions of cash and other assets due the Pledgor from the Borrower in connection with the Ownership Interests, and (b) to use such measures, legal or equitable, as in its discretion may be deemed necessary or appropriate to enforce the payment thereof to the Administrative Agent and the Lenders. The power of attorney hereby created is coupled with an interest and is irrevocable so long as any of the Obligations shall remain unpaid or any of the Lenders shall have any obligation to make Advances under the Loan Agreement regardless of whether or not the conditions precedent to any such Advances have been or can be fulfilled.


4. APPLICATION OF DISTRIBUTIONS. The Administrative Agent is hereby granted full irrevocable power and authority, after the occurrence and during the continuance of an Event of Default, to hold, use and apply all cash distributions (together with all interest earned thereon) (a) in partial payment of the Obligations and (b) in payment of charges or expenses incurred by


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the Secured Parties, or any of them, in connection with any and all things which the Secured Parties, or any of them, may do or cause to be done hereunder.


5. RESPONSIBILITIES OF ADMINISTRATIVE AGENT AND LENDERS. None of the Secured Parties shall in any way be responsible for any failure to do any or all of the things for which rights, interests, power and authority are herein granted. The Secured Parties shall be responsible only for the application of such cash or other property as it actually receives under the terms hereof, PROVIDED that the failure of the Administrative Agent to do any of the things or exercise any of the rights, interests, powers and authorities hereunder shall not be construed to be a waiver of any such rights, interests, powers and authorities.


6. REPRESENTATIONS AND WARRANTIES. The Pledgor hereby represents and warrants to each of the Secured Parties as follows: (a) except for the security interest created hereby, the Pledgor is the legal and beneficial owner of the Ownership Interests, free and clear of all Liens; (b) all Ownership Interests have been duly authorized and validly issued, and constitute one hundred percent (100%) of the shareholder interests in the Borrower and each Affiliate Guarantor, as the case may be; (c) the Pledgor has the unencumbered right and power to pledge the Ownership Interests as provided herein; (d) all actions necessary or desirable to perfect, establish the first priority of, or otherwise protect, the security interest of the Secured Parties in the Ownership Interests have been duly taken, except for the filing of applicable financing statements; (e) the exercise by the Administrative Agent, on behalf of the Secured Parties, of its or their rights and remedies hereunder will not contravene any law or governmental regulation or any contractual restriction binding on or affecting the Pledgor or any of its properties and will not result in or require the creation of any Lien upon or with respect to any of its properties; (f) subject to Section 24 hereof, no authorization or approval or other action by, and no notice to or filing with, any court, agency, department, commission, board, bureau or instrumentality of the United States or any state or other political subdivision thereof or regulatory body, or any other third party, except as has previously been obtained, is required either (i) for the pledge and assignment hereunder by the Pledgor of, or the grant by the Pledgor of the Lien and security interest created hereby in the Ownership Interests, or (ii) for the exercise by the Administrative Agent of its rights and remedies hereunder, except as may be required in respect of any such exercise by laws affecting the offering and sale of securities generally or by any Applicable Law and policies promulgated thereunder and state laws and regulations; and (g) to the extent now or hereafter permitted by Applicable Law, this Agreement creates a valid Lien and security interest in favor of the Administrative Agent, on behalf of the Secured Parties, in the Ownership Interests, as security for the Obligations.


7. NO LIENS. The Pledgor covenants and agrees that, except as permitted by the Loan Agreement or the Parent Guaranty, it will not: (a) sell or otherwise dispose of any interest in the Ownership Interests or any funds or property held therein or constituting a part thereof; or (b) create or permit to exist any mortgage, pledge, lien, charge or other encumbrance upon or with respect to the Ownership Interests or any funds or property constituting a part thereof, other


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than the lien and security interest created hereunder in favor of the Administrative Agent, on behalf of the Secured Parties.


8. ADDITIONAL COVENANTS. So long as any of the Obligations remain outstanding and the Lenders have any obligation to make additional Loans to the Borrower, the Pledgor shall not: (a) convey or encumber any of the Ownership Interests in any manner whatsoever, or consent to the admission of any new shareholder or consent to any change in the business of the Borrower except as described in the Loan Agreement or Parent Guaranty; (b) consent to any departure from or any modification of or amendment to the articles of incorporation or by-laws for the Borrower or any Affiliate Guarantor; (c) incur any Indebtedness except as permitted under the Loan Agreement or Parent Guaranty; (d) create, assume, incur or permit to exist or to be created, assum
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