CREDIT AGREEMENT Dated as of April 23, 2008 among LOCAL INSIGHT REGATTA HOLDINGS, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO and...Credit Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • New York
CREDIT AGREEMENT, dated as of April 23, 2008, among LOCAL INSIGHT REGATTA HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors (as defined herein), the several banks and other financial institutions as are, or may from time to time become, parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), and JPMORGAN CHASE BANK, N. A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
REGISTRATION RIGHTS AGREEMENT Dated as of November 30, 2007 by and among Windstream Regatta Holdings, Inc. as Issuer, The Guarantors Named Herein and Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Lehman Brothers Inc. Goldman,...Registration Rights Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • New York
This Registration Rights Agreement (this “Agreement”) is dated as of November 30, 2007 by and among Windstream Regatta Holdings, Inc. (the “Company”), the subsidiaries listed on Schedule A attached hereto (the “Guarantors”) and J.P. Morgan Securities Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc., Goldman, Sachs & Co., Barclays Capital Inc. and BNP Paribas Securities Corp. (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 11.00% Senior Subordinated Notes due 2017 (the “Notes”) pursuant to the Purchase Agreement (as defined below).
INDENTURE WINDSTREAM REGATTA HOLDINGS, INC., as Issuer and the SUBSIDIARY GUARANTORS named herein Dated as of November 30, 2007 WELLS FARGO BANK, N.A., as Trustee 11.00% SENIOR SUBORDINATED NOTES DUE 2017Supplemental Indenture • July 11th, 2008 • Local Insight Yellow Pages, Inc. • New York
INDENTURE dated as of November 30, 2007 among Windstream Regatta Holdings, Inc., a Delaware corporation (the “Company”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Colorado
This Employment Agreement (the “Agreement”) is entered into as of January 2, 2007 (the “Effective Date”), by and between Marilyn B. Neal (the “Executive”) and Local Insight Media, LLC, a Delaware limited liability company (the “Company,” which term includes any subsidiary, affiliate or successor of Local Insight Media, LLC that may employ Executive from time to time).
AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT BY AND AMONG WINDSTREAM CORPORATION, WELSH, CARSON, ANDERSON & STOWE VIII, L.P., WELSH, CARSON, ANDERSON & STOWE IX, L.P., WCAS CAPITAL PARTNERS III, L.P., REGATTA HOLDING I, L.P., REGATTA HOLDING II, L.P....Share Exchange Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Delaware
AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT, dated as of August 16, 2006 (the “Agreement”), by and among WINDSTREAM CORPORATION, a Delaware corporation (“WIN”), WELSH, CARSON, ANDERSON & STOWE VIII, L.P., a Delaware limited partnership, WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership, WCAS CAPITAL PARTNERS III, L.P., a Delaware limited partnership (each a “Parent” and collectively, the “Parents”), REGATTA HOLDING I, L.P., a Delaware limited partnership, REGATTA HOLDING II, L.P., a Delaware limited partnership, REGATTA HOLDING III, L.P., a Delaware limited partnership (each a “WCAS Sub” and together the “WCAS Subs”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Colorado
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into as of November 30, 2007 (the “Effective Date”), by and between Local Insight Regatta Holdings, Inc., a Delaware corporation (“Assignee”), and Local Insight Media, L.P., a Delaware limited partnership, as successor to Local Insight Media, LLC (“Assignor”). Assignor and Assignee are each individually referred to herein as a “Party,” and collectively referred to as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of the 29th day of November, 2007 (the “Effective Date”), by and among Windstream Regatta Holdings, Inc., a Delaware corporation (“Regatta Holdings”), Windstream Yellow Pages, Inc., an Ohio corporation (“Yellow Pages”), Windstream Listing Management, Inc., a Pennsylvania corporation (collectively with Regatta Holdings and Yellow Pages, the “Companies”), and James Stirbis (the “Executive”).
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Delaware
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of the 11th day of April, 2008 (the “Effective Date”), between L.M. BERRY AND COMPANY, a Georgia corporation (“Seller”), and LOCAL INSIGHT REGATTA HOLDINGS, INC., a Delaware corporation (“Purchaser”).
BILLING AND COLLECTION AGREEMENT (Foreign Customers)Billing and Collection Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Delaware
This BILLING AND COLLECTION AGREEMENT (this “Agreement”) is entered into as of November 30, 2007 (the “Effective Date”), by and between Windstream Communications, Inc., a Delaware corporation (“WCI”), and Windstream Yellow Pages, Inc., an Ohio corporation (“Publisher”). Promptly after the date hereof, Publisher will change its name to Local Insight Yellow Pages, Inc. WCI and Publisher are each sometimes referred to herein as a “Party” and together as the “Parties”. Capitalized terms not otherwise defined herein will have the meanings assigned to such terms in Article I.
ContractLocal Insight Yellow Pages, Inc. • July 11th, 2008 • New York
AMENDMENT NO. 1, dated as of May 6, 2008 (this “Amendment”), between LOCAL INSIGHT REGATTA HOLDINGS, INC., a Delaware corporation (the “Borrower”) and JPMORGAN CHASE BANK, N. A., a national banking association, as administrative agent for the Lenders (as defined below) (in such capacity, the “Administrative Agent”), to the Credit Agreement, dated as of April 23, 2008 (the “Credit Agreement”), among the Borrower, the Guarantors, the several banks and other financial institutions as are, or may from time to time become, parties to the Credit Agreement (each a “Lender” and, collectively, the “Lenders”), and JPMorgan Chase Bank, N. A., as Administrative Agent and Collateral Agent.
OPERATING AGREEMENT OF THE BERRY COMPANY LLCOperating Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Colorado
This OPERATING AGREEMENT (this “Agreement”) of The Berry Company LLC, a Colorado limited liability company (the “Company”), is effective as of May 21, 2008 by Local Insight Regatta Holdings, Inc., a Delaware corporation, as sole member (the “Member”) of the Company.
BILLING AND COLLECTION AGREEMENTBilling and Collection Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Delaware
This BILLING AND COLLECTION AGREEMENT (this “Agreement”) is entered into as of November 30, 2007 (the “Effective Date”), by and between Windstream Communications, Inc., a Delaware corporation (“WCI”), and Windstream Yellow Pages, Inc., an Ohio corporation (“Publisher”). Promptly after the date hereof, the Publisher will change its name to Local Insight Yellow Pages, Inc. WCI and Publisher are each sometimes referred to herein as a “Party” and together as the “Parties”. Capitalized terms not otherwise defined herein will have the meanings assigned to such terms in Article I.
AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Delaware
THIS AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of the 18th day of April, 2008 (the “Effective Date”), between L.M. BERRY AND COMPANY, a Georgia corporation (“Seller”), and LOCAL INSIGHT REGATTA HOLDINGS, INC., a Delaware corporation (“Purchaser”).
GUARANTY AND COLLATERAL AGREEMENT dated as of April 23, 2008 among LOCAL INSIGHT REGATTA HOLDINGS, INC., as Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Collateral AgentCollateral Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • New York
GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) dated as of April 23, 2008, among LOCAL INSIGHT REGATTA HOLDINGS, INC., a Delaware corporation (“Borrower”), the Guarantors from time to time party hereto (the “Guarantors” and the Guarantors together with Borrower, the “Grantors” and, each individually, a “Grantor”) and JPMORGAN CHASE BANK, N.A., as Collateral Agent for the Secured Parties (as defined below).
ContractLocal Insight Yellow Pages, Inc. • July 11th, 2008 • New York
AMENDMENT NO. 2, dated as of June 16, 2008 (this “Amendment”), between LOCAL INSIGHT REGATTA HOLDINGS, INC., a Delaware corporation (the “Borrower”) and JPMORGAN CHASE BANK, N. A., a national banking association, as administrative agent for the Lenders (as defined below) (in such capacity, the “Administrative Agent”), to the Credit Agreement, dated as of April 23, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Guarantors, the several banks and other financial institutions as are, or may from time to time become, parties to the Credit Agreement (each a “Lender” and, collectively, the “Lenders”), and JPMorgan Chase Bank, N. A., as Administrative Agent and Collateral Agent.
JOINDER AND SECOND AMENDMENT TO AMENDED AND RESTATED SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Delaware
THIS JOINDER AND SECOND AMENDMENT TO AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT (this “Amendment”) is made and entered into as of November 29, 2007 by and among WINDSTREAM CORPORATION, a Delaware corporation (“WIN”), WELSH, CARSON, ANDERSON & STOWE VIII, L.P., a Delaware limited partnership, WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership, WCAS CAPITAL PARTNERS III, L.P., a Delaware limited partnership (each a “Parent” and collectively, the “Parents”), REGATTA HOLDING I, L.P., a Delaware limited partnership, REGATTA HOLDING II, L.P., a Delaware limited partnership, REGATTA HOLDING III, L.P., a Delaware limited partnership (each a “WCAS Sub” and, collectively, the “WCAS Subs”) and each of the Persons whose names are set forth in the definition of Additional WCAS Holders in Section 2(o) of this Amendment (each an “Additional WCAS Holder” and, collectively, the “Additional WCAS Holders”).
CONSULTING AGREEMENTConsulting Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Delaware
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of January 3, 2007 (the “Effective Date”), by and between Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership (“WCAS”), and Local Insight Media, Inc., a Delaware corporation (the “Consultant”).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Delaware
THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of the 17th day of April, 2008 (the “Effective Date”), between L.M. BERRY AND COMPANY, a Georgia corporation (“Seller”), and LOCAL INSIGHT REGATTA HOLDINGS, INC., a Delaware corporation (“Purchaser”).
TAX SHARING AGREEMENTTax Sharing Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Delaware
This Tax Sharing Agreement (the “Agreement”) is entered into as of November 30, 2007, by and among WINDSTREAM CORPORATION, a Delaware corporation (“WIN”), WINDSTREAM REGATTA HOLDINGS, INC., a Delaware corporation newly formed by WIN (“Holdings”), and REGATTA HOLDING I, L.P., a Delaware limited partnership, REGATTA HOLDING II, L.P., a Delaware limited partnership, and REGATTA HOLDING III, L.P., a Delaware limited partnership (each a “WCAS Sub” and together the “WCAS Subs”).
FIRST AMENDMENT TO AMENDED AND RESTATED SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Delaware
THIS FIRST AMENDMENT TO AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT (this “Amendment”) is made and entered into as of November 14, 2007 by and among WINDSTREAM CORPORATION, a Delaware corporation (“WIN”), WELSH, CARSON, ANDERSON & STOWE VIII, L.P., a Delaware limited partnership, WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership, WCAS CAPITAL PARTNERS III, L.P. , a Delaware limited partnership (each a “Parent” and collectively, the “Parents”), REGATTA HOLDING I, L.P., a Delaware limited partnership, REGATTA HOLDING II, L.P., a Delaware limited partnership, and REGATTA HOLDING III, L.P., a Delaware limited partnership (each a “WCAS Sub” and, collectively, the “WCAS Subs”).
SUPPLEMENTAL INDENTURESupplemental Indenture • July 11th, 2008 • Local Insight Yellow Pages, Inc. • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 29, 2008, among The Berry Company LLC, a Colorado limited liability company, the successor by merger to Local Insight Berry Holdings, LLC, a New York limited liability company (the “New Guarantor”), which is a subsidiary of Local Insight Regatta Holdings, Inc. (or its permitted successor), a Delaware corporation formerly known as Windstream Regatta Holdings, Inc. (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A., as trustee (the “Trustee”).
PUBLISHING AGREEMENT BY AND BETWEEN WINDSTREAM CORPORATION AND WINDSTREAM YELLOW PAGES, INC. (To Become Local Insight Yellow Pages, Inc.) DATED AS OF NOVEMBER 30, 2007Publishing Agreement • July 11th, 2008 • Local Insight Yellow Pages, Inc. • Delaware
This Publishing Agreement (this “Agreement”) is entered into as of November 30, 2007 (the “Effective Date”) by and between Windstream Corporation, a Delaware corporation (“WIN”), and Windstream Yellow Pages, Inc., an Ohio corporation (“Publisher”). WIN and Publisher are each sometimes referred to hereinafter as a “Party” and together as the “Parties”. Capitalized terms not otherwise defined herein will have the meanings assigned to such terms in Article I.
