PUBLISHING AGREEMENT

Exhibit 10.17

THIS AGREEMENT is made this 28^th day of June, 2000 to be effective as of the Effective Date defined below between Iowa Telecommunications Services, Inc., an Iowa corporation (the “Telephone Company”), and GTE Directories Corporation, a Delaware corporation (the “Directory Company”).

WHEREAS, Telephone Company is purchasing several telephone exchanges from GTE Midwest Incorporated under an Asset Purchase Agreement by and between GTE Midwest Incorporated and Iowa Telecommunications Services, Inc. and Iowa Network Services, Inc. dated July 1, 1999 (“Asset Purchase Agreement”), as of the Closing date as defined in such Asset Purchase Agreement; and

WHEREAS, Directory Company desires to continue publication of telephone directories associated with the geographic areas of such exchanges under the terms and conditions of this Publishing Agreement in fulfillment of Section 9.3.1 of the Asset Purchase Agreement; and

WHEREAS, Telephone Company is obligated to publish and distribute listings of its telephone service subscribers to each service subscriber and desires, on the terms set forth herein, to have such listings combined with a yellow pages advertising directory and then distributed as either single or multi-volume directories; and

WHEREAS, Directory Company is a nationwide seller, marketer, printer, publisher and distributor of telephone directories with service subscriber listings and yellow page advertising and desires, on the terms set forth herein, to produce and distribute such directories for Telephone Company; and

WHEREAS, Directory Company and the Telephone Company for their mutual benefit desire, on the terms set forth herein, to jointly pursue, develop, maximize and share revenues from white and yellow page directory advertising effective as of the first day of the month following the Closing date referenced above (“Effective Date”).

NOW THEREFORE, for good and valuable consideration, the Telephone Company and the Directory Company for themselves, their successors and assigns, agree to the following:

1.	DEFINITIONS. The terms below shall be defined as follows:

Advertiser – Any Service Subscriber whose order for Advertising is printed in a Directory.

Advertising – Items printed in a Directory for which there is a charge other than charges by the Telephone Company for an additional listing in the alphabetical pages.

Advertising Revenues – Those revenues associated with Advertising sold to Telephone Company Subscribers, and billed and collected by Telephone Company.

CLEC (Competitive Local Exchange Carrier) – A telephone service provider which competes in an area or areas with Telephone Company.

CLEC Listings – Those listings associated with subscribers whose telephone service is provided by a CLEC.

Courtesy Listings – Those listings which the parties agree to include in the Directory as a courtesy to the end user.

Directory – Printed product containing alphabetical and classified listings and advertising, produced under this Agreement.

Directory Schedule – Schedule of key dates impacting the production and distribution of Directories.

EAS (Extended Area Service) Listings – Those listings which are required by regulation to be included in the Directory.

Enhancements – Pages, sections, indices, inserts, advertising items, and features which may be added either to the alphabetical pages, the information pages or yellow pages sections of Directories. Expanded coverage of Directories shall also be considered an Enhancement.

Foreign Revenue – Revenue associated with Advertising appearing in a Directory published hereunder purchased by a business, which obtains its local telephone service from a company other than Telephone Company.

Initial Distribution – The distribution of Directories to Service Subscribers and others as required by regulation, when the Directory is first published.

Listings – Service Subscriber list information consisting of name, address, telephone number, zip code and other associated information furnished by Telephone Company to Directory Company. Telephone Company shall identify any information, which Service Subscribers desire to be suppressed from the Directory.

Local Revenue – Revenue associated with Advertising appearing in a Directory published hereunder purchased by an entity, which also obtains its local telephone service from Telephone Company.

Multibook Revenue – Revenue associated with Advertising appearing in a Directory published hereunder purchased by an entity which obtains local telephone service from Telephone Company, and purchases advertising in more than one directory provided by Telephone Company.

National Yellow Pages Service (NYPS) Revenue – Revenue associated with Advertising appearing in a Directory published hereunder purchased through the National Yellow Pages Service system, net of Certified Marketing Representative commissions.

Pre-Agreement Enhancements – Enhancements which were published in the 1999 editions of the Directories.

Previous Agreements – Agreements between (i) GTE Directories Corporation and GTE North Incorporated (predecessor to GTE Midwest Incorporated) dated January 1, 1991, and (ii) GTE Directories Corporation and GTE Midwest Incorporated (as successor to Contel of Iowa, Inc., which was a successor to Continental Telephone Company of Iowa) dated August 15, 1985.

Secondary Distribution – The distribution of Directories to (i) new Service Subscribers (those previously without dial tone) starting service after Initial Distribution, (ii) existing Service Subscribers needing replacement or additional copies, (iii) coin operated telephones and booths If requested by Telephone Company, (iv) areas beyond Telephone Company’s Service Area or beyond the Directory’s primary coverage area as requested by Telephone Company, and (v) subscribers enlisted by any agents of Telephone Company or any resellers of Telephone Company services.

Service Area – Geographic area in which Telephone Company is primary provider of local telephone service.

Service Subscriber – A person or entity that purchases telephone service from Telephone Company.

STFL (Special Toll Free Listings) – CLEC Listings within a local calling area as defined by regulation which do not reside in or pass through the Telephone Company service order system.

SCOPE

Telephone Company hereby grants to Directory Company the exclusive right to sell advertising into, and to compile, print and distribute telephone directories, in any format or medium, containing Listings in the telephone exchanges listed in Exhibit 2a hereto.

If Telephone Company has or acquires additional exchanges which are formerly GTE Midwest Incorporated or its affiliates’ exchanges (“GTE Exchanges”) during the life of this Agreement, the Directory Company shall have the right to receive the Listings for such GTE Exchanges to be included under this Agreement with revenues shared as as set out in Section 6 hereto. If Telephone Company has or acquires additional exchanges during the life of this Agreement which are other than GTE or its affiliates’ exchanges (“Non-GTE Exchanges”), when existing agreements for directory publishing covering those exchanges expire or are terminated in accordance with their terms or by court order or by agreement of the parties, the parties may mutually agree to add such Non-GTE Exchanges to this Agreement with revenues shared as set out in Section 6 hereto, or if the parties do not so agree, then Directory Company shall be given the opportunity by Telephone Company to bid upon the directory production opportunity provided by such acquisition, and shall be provided reasonable advance notice of such bid opportunity.

To the extent that the parties agree not to publish a Directory for a given Service Area, the Directory Company shall act as the Telephone Company’s agent in arranging for the publication of such Listings in such Service Area.

Directories produced by the Directory Company under this Agreement for a Service Subscriber’s area shall be given free of charge to such Service Subscribers for their use.

3.	DIRECTORY COMPANY RESPONSIBILITIES

Printing and Publishing. The Directory Company shall be responsible for the printing and publishing of Directories. The Directory Company shall pay the expense of the ink, paper, plates, printing, glue, binding, compilation, graphics and publishing for the Directories (as compiled in their 1999 editions including any Pre-Agreement Enhancements), and for any additional such expenses incurred because of normal growth in the alphabetical and classified sections, provided that the cost of printing EAS Listings shall be paid by Telephone Company, and the cost of printing Courtesy Listings shall be split equally between the parties. Normal growth shall be defined as that growth caused by an increase in the number of listings and advertisements caused by changes in demographics of the Directory coverage area. If the parties agree that a particular Directory must be reprinted or corrected as a result of content errors or omissions, the party so causing the content error

or omission will pay the total cost of reprinting and distributing the Directory or other corrective action as reasonably determined by the parties, In those instances where the party causing the error or omission cannot be determined, each party will pay fifty percent (50%) of the total cost of reprinting and distributing the Directory or other corrective action.

Directory Schedule. Directory Company shall publish Directories generally at twelve (12) month intervals on dates agreed upon by the parties. The life of a Directory issue may be shortened or extended by mutual agreement of the parties. A Directory Schedule will be agreed upon by the Directory Company and the Telephone Company in advance of each calendar year. If the Directory Company determines that the publication date for any specific Directory will be delayed from its scheduled publication date, the Directory Company will promptly notify the Telephone Company in writing.

Showproofs and Proof of Publication. The Directory Company shall provide showproofs of advertisements upon request of Advertisers or upon request of the Telephone Company at no charge. Proof of publication requested by Advertisers shall be the sole responsibility of the Directory Company.

Advertising Rates. The Directory Company will establish the Advertising rates for each Directory. Rates and items of advertising producing Advertising Revenues will be subject to approval by the Telephone Company. Other rates are at the sole discretion of the Directory Company. Any new rates will be submitted to the Telephone Company prior to the beginning of the sales canvass for the particular Directory. If Telephone Company has not responded to the proposed rates within ten (10) business days, such rates shall be deemed approved.

Sale of Advertising. The Directory Company will solicit the sale of Advertising in the Directories in accordance with its practices, and report to the Telephone Company any inaccurate listing information which is discovered during contacts with Advertisers.

Directory Design. Directory Company will be responsible for design of Directories including but not limited to page layout, classified heading structure, type size and fonts, Directory size and format (including the sections described below), and scope of Directories. In addition, Directory Company shall be responsible for sales and production schedules, procedures, standards and practices relating to the sale of advertising and production of Directories.

•

Alphabetical Section – Contains Listings, CLEC Listings, EAS Listings, STFLs and Courtesy Listings. The Telephone Company may specify whether exchanges included in a Directory are to be separate or integrated with the Directory’s primary listings.

•

Classified Section – Contains standard listings of businesses located within the Service Area and all paid yellow pages Advertising.

•

Miscellaneous Sections – Restricted to the content and features of these sections and Items as they appear in the 1999 editions of the Directories.

•

Filler Space – Those spaces and pages that are required to fill in otherwise empty spaces and pages resulting from layout limitations. Filler space or pages appearing in the Directory shall consist of content provided approximately one-half by Directory Company and one-half by Telephone Company, and shall be subject to change by Directory Company to ensure consistency in the look of such filler space within the Directories. Telephone Company shall provide Telephone Company specific filler to Directory Company which meets Directory Company specifications and guidelines, on or before the date specified by Directory Company. If filler is not timely provided by Telephone Company, Directory Company shall provide its filler to complete the Directory.

Notwithstanding the foregoing, any material change in any Directory’s standard letter fonts, paper, inks or glues shall be mutually agreed upon by the parties. Each party shall pay fifty percent (50%) of the incremental or setup cost of such changes as the parties agree. The parties may agree to expand or change the coverage area of a Directory so long as such action does not adversely impact the Telephone Company’s published lists of Subscribers.

Distribution. The Directory Company will act as the Telephone Company’s exclusive agent in the Initial and Secondary Distribution of Directories under this Agreement. The Directory Company and the Telephone Company will agree on a distribution plan at least ninety (90) days prior to the scheduled delivery date of the Directories to the agreed upon destination points. The Directory Company shall ship the quantities of Directories as agreed between the parties, FOB printing plant, to the agreed upon destinations. The Directory Company will pursue, collect and retain all claims against shippers which may arise, if any. The Directory Company will ensure that the Initial Distribution of the Directories is made to Service Subscribers. Such Initial Distribution will be at least 95% completed by the Directory’s publication date. Delivery shall be considered complete when all assigned delivery routes are reported as completed.

Upon Telephone Company’s request, the Directory Company will perform Secondary Distribution. If requested by Telephone Company, Directory Company shall obtain and manage warehouse facilities and systems for storage of Directories.

If requested by the Telephone Company, the Directory Company will deliver Directories to coin operated telephones and booths. If so requested, the Directory Company will remove any old Directories, insert the new Directories, and dispose of the old Directories as instructed, The Telephone Company will ensure that all Directory binders and housing devices are in proper working order. If notified by the Directory Company that the Directory binders and housing devices are not in proper working order, the Telephone Company will replace the Directory during repair.

If requested by the Telephone Company, the Directory Company will distribute Directories beyond the Telephone Company’s Service Area or beyond the Directory’s primary coverage area.

The Telephone Company will pay the Directory Company’s cost incurred in completing Secondary Distribution services.

Listing Database Extracts. Directory Company shall supply Telephone Company or third party Directory publishers, upon Telephone Company’s request, a current alphabetical listing database extract for Telephone Company Service Areas as further set out in Exhibit 3h of this Agreement.

Listings Procurement. If desired by Telephone Company, Directory Company will contact other local exchange carriers to obtain Courtesy, STFL, and CLEC Listings. The fees associated with this service are set out in Exhibit 3i hereto.

Number of Directories. The number of Directories required for each issue will be mutually agreed each year by the parties and set out in the Directory publishing schedule. The parties’ representatives will meet, examine existing Directory quantities in storage, quantities previously distributed, and continuously monitor the adequacy of new quantities agreed upon. The resulting number will be a quantity sufficient to achieve complete Initial Distribution and necessary Secondary Distribution throughout the life of the Directory issue. This number will also be sufficient to permit Initial and Secondary Distribution for the use of customers of hotels and motels, users of privately owned telecommunications services and systems, pay stations (whether or not owned by the Telephone Company), and residential and business Service Subscribers’ telephones located within the Telephone Company’s Service Area. Additional copies printed at Telephone Company’s request shall be at its expense.

4.	TELEPHONE COMPANY RESPONSIBILITIES

Listings. Telephone Company shall timely provide to Directory Company all listings to be published in Directories, including but not limited to Listings, CLEC Listings within Telephone Company’s database, STFLs, EAS for

Telephone Company and CLECs, and Courtesy Listings. Telephone Company shall transmit to Directory Company as required and as designated by Directory Company (i) Listings of its Service Subscribers, (ii) CLEC Listings residing in its database, and (iii) listings of those subscribers of any agents of Telephone Company or resellers of Telephone Company services. Listings shall be transmitted in a mutually acceptable format, in accordance with the established standards and guidelines of Directory Company, for use by Directory Company in publishing Directories and for other reasonably related purposes.

Listings and CLEC Listings shall include:

Name

ii.

Service Address

iii.

Listing Address

iv.

Billing Address

For businesses, correct primary Directory classified heading

vi.

Area code, telephone number and extension (if applicable)

vii.

Any Internet data, including but not limited to email address or Universal Resource Locator (“URL”)

viii.

The geographic longitude and latitude (“Geo Code”) associated with each listing, when available

ix.

Customer Account Number (“CAN”)

Master Service Date (“MSD”)

xi.

One Digit Company Code (operating group code)

xii.

Central Office Code

xiii.

Xxxx To Number (“BTN”)

xiv.

Initial Service Date (“ISD”)

xv.

Any other listing information required by Directory Company for Directories to be complete and accurate.

xvi.

Telephone company code.

xvii.

Class of service.

In the event of changes in the telecommunications industry requiring Directory Company to obtain additional customer information, Telephone Company will include such information and such information shall become a part of the Listings provided hereunder.

Covers. Directory Company shall supply its specifications to Telephone Company so that Telephone Company may develop and design its desired cover for Directories. Telephone Company shall provide Directory Company with covers in digital format in accordance with Directory Company specifications. The Directories will have normal, four-color process outside front and back covers, and one color inside front and back covers. The Telephone Company will pay costs related to producing an outside cover which falls outside the normal four-color process.

Information Pages. Telephone Company shall create Information Pages to be printed in each Directory in an agreed upon format. Such Information Pages must be provided to Directory Company in accordance with the publishing schedule established for each Directory. Four (4) Information Pages (2 leafs, front and back) are provided at no charge. Additional Telephone Company branded Information Pages are available at then current page rates. Directory Company may place a reasonable limit upon the number of Information Pages included within Directories.

Government Pages. Telephone Company shall provide Directory Company with content for Government Pages.

Billing and Collection. The Telephone Company shall xxxx and collect Advertising Revenues from Subscribers and perform other related tasks. In addition, upon Directory Company’s request, Telephone Company shall xxxx for SuperPages^® service and for other products or services offered by Directory Company, (for which service Telephone Company may charge $.40 per xxxx per month, or such other rate as may be mandated by regulation of a state or federal body having jurisdiction), and remit all of such revenues to Directory Company in the settlement process referenced in Section 7 hereto. The Directory Company shall furnish the Telephone Company with a billing file of the advertising billing information which the Telephone Company is to xxxx and collect. The billing file shall be furnished at least fourteen (14) days prior to the publication date for each Directory or other product. Either party may reject advertising contracts from any Advertiser whose credit is questionable. In the event Telephone Company is unable to collect Local or Multibook Revenues or revenues from other products or services for which it bills on behalf of Directory Company within 120 days of billing, at Directory Company’s option, Telephone Company shall provide billing and collection records to Directory Company for its action.

Service Subscriber Inquiries. Telephone Company shall promptly notify Directory Company of any Directory related inquires, requests, or complaints which it may receive from Service Subscribers or others and shall reasonably cooperate to resolve such matters.

Listing Addition, Change, or Deletion Requests. Telephone Company shall process Advertiser or Service Subscriber listing change requests received from Directory Company within the time frames set out in Exhibit 4g, and shall respond promptly to inquiries by Directory Company regarding processing of Listings changes, additions or deletions requested by Advertisers or Service Subscribers. Telephone Company shall transmit to Directory Company all information arising from Service Subscriber and Advertiser transactions which should result in an addition, a change or a

deletion of Listings or CLEC Listings in Directory Company’s database (“Service Order Information”).

5.	ADDITIONAL SERVICES

Telephone Company may, pursuant to the terms and conditions of a separate Contract for Directory Advertising Services, and at prices which Directory Company may have in effect from time to time, purchase printed advertising and Internet advertising.

6.	REVENUE SHARING

The Telephone Company shall receive 36.9% of Local Revenue, Multibook Revenue, Foreign Revenue, and National Yellow Pages Service Revenue.

7.	BASIS OF SETTLEMENT

General. Prior to the tenth (10^th) business day of each month, the Telephone Company shall remit to the Directory Company its share of the revenues as set out in Section 6 hereto. For settlement purposes, the Directory’s revenues will be amortized monthly over the life of the Directory with the first month being the month of the Directory’s publication. The parties agree that revenue settlement shall be based on each Directory’s amortized revenues and supported by the Directory settlement form showing the amortized revenues, revenue loss, and all revenue adjustments.

Uncollectibles. The revenues will first be reduced by the agreed upon percentages for revenue loss due to disconnects, adjustments, and uncollectibles. This percentage shall be computed in December of each year, for the preceding twelve (12) months, and shall be used for the subsequent twelve (12) months. The reduction for revenue loss may not exceed ten percent (10%) on revenue billed by Telephone Company. The revenue loss is ascertained by deducting the actual revenue collected for the year from the 12 month amortized revenues for the year. The revenue loss percentage is calculated by dividing the revenue loss by the 12 month amortized revenues.

Payment. The revenue sharing percentage set out in Section 6 will then be applied to the remaining revenue amount. The balance of the revenues less any directory specific costs or expenses due from the Directory Company will be paid to the Directory Company together with any other directory specific costs or expenses due from the Telephone Company.

Billbacks. Within the first ninety (90) days after the publication of a Directory, the Directory Company shall include in the settlement statement all Invoices for the full amount of any directory specific expenses and costs which are the responsibility of the Telephone Company, including but not limited to

Enhancements. Such invoice shall identify the Items of expense and amounts due. All such amounts shall be paid in full through the settlement process. Invoices received prior to the 20^th day of the month shall be paid by the 10^th day of the following month. All amounts due the Telephone Company from the Directory Company shall be invoiced and likewise paid in full through the settlement process.

8.	COPYRIGHT

General. The Telephone Company and the Directory Company agree that copyright in and to the Directories and all portions thereof (other than any copyright in the Listings, which are exclusively licensed to Directory Company pursuant to Section 2 of this Agreement, and the cover designs created by Telephone Company), including, but not limited to, the copyright in the compilation evidenced by the Directories, and the copyright in the classified headings of the Directories, shall be the sole and exclusive property of the Directory Company and such copyrights in and to the Directories shall be registered by the Directory Company (at its expense) in the name of the Directory Company. The Telephone Company agrees to execute such assignments and other documents of transfer as may be reasonably requested by the Directory Company to effect ownership of the foregoing copyrights in the Directory Company.

Termination. If for any reason this Agreement is terminated in whole or as to any given portion of the Telephone Company’s Service Area, the Directory Company shall have the right to use the Listings in any of its subsequently published directories.

COSTS

General. Except as specifically set out herein or in the exhibits to this Agreement, each party shall bear the costs associated with its responsibilities. Telephone Company shall pay the costs set out in Exhibit 9a. Telephone Company shall bear any increase in costs associated with any changes in requirements from those in effect as of the date hereof including, but not limited to, any legislative or regulatory mandate, any Telephone Company desired changes, and any costs associated with changes in the telecommunications industry (including but not limited to area code changes, number portability, wireless listing requirements, or Internet listing requirements).

Enhancements. Enhancements, other than Preagreement Enhancements, will only be made upon the mutual consent of the parties. Except as provided below, each party will pay fifty percent (50%) of the cost of such Enhancements unless otherwise mutually agreed. The type and level of such costs will be limited to the agreed upon total budget provided the units,

quantity or volume agreed are not changed. The Telephone Company will pay the expense of the paper, plates, printing, compilation, graphics and publishing of any Enhancements to the Directory which are required to comply with a local, state or federal filing, order, stipulation, regulation, rule or law. Enhancements shall be billed as set out in Section 7d hereto.

Taxes. The Telephone Company is responsible for any sales and use taxes which may be due or become due against the parties under this Agreement including interest and penalties. The Telephone Company shall be given sufficient notice to protest any taxing jurisdiction’s audit claims assessed against the Directory Company or sales and use taxes. All other taxes incurred as a result of this Agreement will be borne by each party to the extent which it is legally liable.

10.

DURATION OF AGREEMENT

This Agreement is effective for all Directories currently in use (having been published within the 12 month period prior to the Effective Date), those in process of publication as of the Effective Date hereof, and those to be published on and after the first day of the month following the Effective Date hereof, and will continue in force through December 31, 2005 (“Initial Term”). If any Directories under this Agreement are in use or in process of sale or printing at the date of the termination of this Agreement, this Agreement will be automatically extended to cover the life of such Directories and the collection of revenue thereon.

This Agreement will automatically renew for additional one year terms from year to year after its Initial Term unless either party gives the other at least one hundred twenty (120) days prior written notice of its Intention to terminate the Agreement.

11.

CONFIDENTIALITY

The parties agree to treat all non-public or proprietary material and documents used under this Agreement, including the Telephone Company’s Service Subscriber orders and Listings, in a confidential manner and to undertake all reasonable precautions to prevent disclosure of such materials and documentation to third parties, other than as required for the performance of this Agreement. Neither party will disclose, distribute or sell any of the other party’s information relating to this Agreement without obtaining the prior written consent of the other. The foregoing obligations shall not apply to that portion of such materials and information of the disclosing party which are: in the possession of the receiving party without restriction on use or disclosure prior to disclosure by the disclosing party; in the public domain (no restriction on use or disclosure); rightfully received without restriction on use or disclosure from a third party who has no obligation of confidentiality to the disclosing party; available by the inspection of products (including the Directories) and services offered by any party hereto or third parties; independently developed by or for the receiving party; or approved for release in

writing by the disclosing party. The terms and conditions of this Section shall survive the termination, cancellation or expiration of this Agreement.

12.

CLAIMS

General. Each party shall be liable to the other for any errors, mistakes, inclusions, or omissions valued in excess of $1,000 caused by it in the compiling, publishing, printing or distribution of the Directories. Each party will indemnify and save the other harmless from and against any and all damages, expenses, losses, costs and legal fees of any claims, suits or judgments due to any failure to conform to the provisions of this Agreement, including the correct handling of listings in the Directories.

Cooperation. The party to whom a claim is made will notify the other within thirty (30) days (or if either party reasonably deems necessary, will notify the other party immediately) after a notice of any claim is received for which the other party may be liable under this Agreement, and both parties will cooperate in the handling of any and all such claims. The parties will initially respond to any claimant within thirty (30) days after the initial receipt of the claim.

13.

FORCE MAJEURE

Neither party will be in breach of this Agreement when for causes beyond its control, including but not limited to strikes, fires, accidents, government regulations or controls, insurrections or wars, or other acts of God, it is unable to perform, in whole or in part, any of its obligations under this Agreement.

14.

NOTICES

All notices relating to this Agreement shall be in writing and deemed to be given when delivered personally or when deposited in the mail, postage prepaid, addressed to the respective representative at the address set forth below, or any other address the appropriate party may designate by notice.

TELEPHONE COMPANY:

Iowa Telecommunications Services, Inc.

Vice President Corporate Development

000 X. 0^xx Xxxxxx Xxxx

Xxxxxx, Xxxx 00000

Telephone: (000)000-0000

DIRECTORY COMPANY:

Vice President – Finance

GTE Directories Corporation

GTE Place, West Airfield Drive

P.O. Box 619810

X/XX Xxxxxxx, Xxxxx 00000-0000

Telephone 000-000-0000

with a copy to:

Vice President Law and Government Relations

GTE Directories Corporation

GTE Place, West Airfield Drive

P.O. Box 619810

X/XX Xxxxxxx, Xxxxx 00000-0000

Telephone 000-000-0000

15.

SUBSTITUTION OF AGREEMENT

This Agreement supersedes, cancels and is in substitution of all agreements covering the publication of Directories heretofore entered into between the parties and their respective predecessors.

16.

AUTHORIZATION

This Agreement shall not be binding until executed by an officer of GTE Directories Corporation.

17.

SEVERABILITY AND CONFLICTING PROVISIONS

If any term, provision, covenant, or condition of this Agreement is held by a court or regulatory body of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

18.

ASSIGNMENT

This Agreement may be assigned to any parent, subsidiary, or affiliate of either party upon sixty (60) days prior written notice of intent to do so, provided that any assignment due to any change of control of GTE Corporation or any reorganization or realignment of subsidiaries of GTE Corporation or Xxxx Atlantic Corporation shall be fully permissible at any time without notice. Any other assignment will require the prior written consent of the non-assigning party, which consent shall not unreasonably be withheld. Assignment in this manner shall not relieve the assigning party of any pre-existing obligations under this Agreement.

19.

DISPUTE RESOLUTION.

(a)

General. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled first, by good faith efforts of the parties to reach mutual agreement, and second, if mutual agreement is not reached to resolve the dispute, by final, binding arbitration as set out in paragraph 19(c) below.

(b)

Initial Resolution. A party that wishes to initiate the dispute resolution process shall send written notice to the other party with a summary of the controversy and a request to initiate these dispute resolution procedures. Each party shall appoint a knowledgeable, responsible representative from the company who has the authority to settle the dispute, to meet and negotiate in good faith to resolve the dispute. The discussions shall be left to the discretion of the representatives, who may utilize alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as Confidential Information developed for purposes of settlement, shall be exempt from discovery and production, and shall not be admissible in the arbitration described herein or in any lawsuit pursuant to Rule 408 of the Federal Rules of Evidence. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit, The parties agree to pursue resolution under this subsection for a minimum of 60 days before requesting arbitration.

(c)

Arbitration. If the dispute is not resolved under the preceding subsection within 60 days of the initial written notice, either party may demand arbitration by sending written notice to the other party. The parties shall promptly submit the dispute to the American Arbitration Association for resolution by a single neutral arbitrator acceptable to both parties, as selected under the rules of the American Arbitration Association. The dispute shall then be administered according to the American Arbitration Association’s Commercial Arbitration Rules, with the following modifications: (i) the arbitration shall be held in Dallas, Texas; (ii) the arbitrator shall be licensed

to practice law; (iii) the arbitrator shall conduct the arbitration as if it were a bench trial and shall use, apply and enforce the Federal Rules of Evidence and Federal Rules of Civil Procedure; (iv) except for breaches related to Confidential Information or intellectual property, the arbitrator shall have no power or authority to make any award that provides for consequential, punitive or exemplary damages; (v) the arbitrator shall control the scheduling so that the hearing is completed no later than 60 days after the date of the demand for arbitration; and (vi) the arbitrator’s decision shall be given within 10 days thereafter, which decision shall follow the plain meaning of this Agreement, the relevant documents, and the intent of the parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the parties. Each party to the dispute shall bear its own expenses arising out of the arbitration, except that the expenses of the facilities to conduct the arbitration and the fees of the arbitrator shall be shared equally by the parties.

20.

APPLICABLE LAW

This Agreement, and the rights and obligations contained in it shall be governed by and construed in accordance with the laws of the State of Texas.

21.

ENTIRE AGREEMENT

This Agreement, once executed, represents the entire agreement between the parties and is not subject to change or modification except by written agreement signed by an officer of both parties. The effectiveness of this Agreement is contingent upon the Closing of the Asset Purchase Agreement, as such term is defined in the Asset Purchase Agreement. The following exhibits are attached hereto and are incorporated into this Agreement by reference:

Telephone Exchanges

Listing Database Extracts

Listings Fees

Critical Processes Time Frames

Additional Costs

IN WITNESS WHEREOF, each of the parties has executed this Agreement in duplicate effective as of the day and year written above. Each party acknowledges receipt of a signed Agreement.


GTE DIRECTORIES CORPORATION

By:
Title:		Vice President

IOWA TELECOMMUNICATIONS SERVICES, INC.

By:
Title:		Vice President Corporate Development

Exhibit 2a - Telephone Exchanges

STATE

IDENTIFIED PROPERTY

DIRECTORY NAME

LOC CODE

NPA/NXX

Pub Date

UDC

IOWA

All

Albia

Albia-Centerville

1904

515/932

6/1/99

25010

Centerville

Albia-Centerville

1402

515/437,856

6/1/99

00000

Xxxxxxxxxx

Xxxxx-Xxxxxxxxxxx

1254

515/658

6/1/99

25010

Eddyville

Albia-Centerville

1922

151/969

6/1/99

00000

Xxxxxxx

Xxxxx-Xxxxxxxxxxx

1929

151/933

6/1/99

00000

Xxxxxxx

Xxxxx-Xxxxxxxxxxx

1959

151/726

6/1/99

25010

Moravia

Albia-Centerville

1299

515/724

6/1/99

25010

Mystic

Albia-Centerville

1239

515/647

6/1/99

00000

Xxxxx

Xxxxx-Xxxxxxxxxxx

1243

515/649

6/1/99

25010

Promise City

Albia-Centerville

1421

515/874

6/1/99

00000

Xxxxxxx

Xxxxx-Xxxxxxxxxxx

1443

515/898

6/1/99

00000

Xxxxx Xxxxxxx XX

Albia-Centerville

1932

660/399

6/1/99

00000

Xxxxxxxxxx

Xxxxx-Xxxxxxxxxxx

1128

515/452

6/1/99

25010

Ledyard

Algona/USW

3543

515/646

4/6/99

25030

N Swea City MN

Algona/USW

1878

507/273

4/6/99

25030

Swea City

Algona/USW

7878

515/272

4/6/99

25030

Xxxxxx

Ames/USW

7839

515/685

11/18/98

25051

Audubon

Xxxxxxx-Xxxxxxx

1908

712/563

10/1/99

26128

Exira

Xxxxxxx-Xxxxxxx

1923

712/268

10/1/99

26128

Halbur

Xxxxxxx-Xxxxxxx

1940

712/658

10/1/99

26128

Xxxxxxx

Xxxxxxx-Xxxxxxx

1948

712/653

10/1/99

26128

Bellevue

1911

319/872

7/1/99

25133

Sabula

Bellevue

1985

319/687

7/1/99

25133

Grand Junction

Xxxxx/USW

7416

515/738

11/18/98

25194

Xxxxxxx

Xxxxxxx/USW

7410

712/659

1/14/99

25235

Xxxxxxx

Xxxxxxx/USW

3767

712/667

1/14/99

25235

Central City

Cedar Rapids/USW

7238

319/438

4/14/99

25256

Xxxx Xxxxx

Cedar Rapids/USW

7899

319/224

4/14/99

25256

Xxxxxx

Cedar Rapids/USW

7926

319/448

4/14/99

00000

Xxxxxxxxxxx

Xxxxxxxx

2192

712/589

6/1/99

00000

Xxxxx Xxxxxxxxxxx

Xxxxxxxx

2193

660/581

6/1/99

00000

Xxxxxxxx

2252

712/542

6/1/99

00000

Xxxxxxx Xxxxxxx

Xxxxxxxx

2267

712/582

6/1/99

25312

Xxxxxxxxx

Columbus Junction

1252

319/657

3/1/99

25358

Columbus Junction

1305

319/728

3/1/99

25358

Conosville

Columbus Junction

1301

319/725

3/1/99

00000

Xxxxxxxxx

Xxxxxxxx Xxxxxxxx

1307

319/729

3/1/99

00000

Xxxxx

Xxxxxxxx Xxxxxxxx

1302

319/726

3/1/99

25358

Lone Tree

Columbus Junction

1226

319/629

3/1/99

25358

Xxxxxxx

Columbus Junction

1297

319/723

3/1/99

00000

Xxxxxxxx

Xxxxxxxx Xxxxxxxx

1333

319/766

3/1/99

25358

Riverside

Columbus Junction

1242

319/648

3/1/99

25358

Wapello

Columbus Junction

1166

319/523

3/1/99

00000

Xxxxxx

Xxxx Xxxxxx

0000

515/427

9/1/99

00000

Xxxx Xxxxxx

0000

712/684

9/1/99

25379

Dedham

Xxxx Rapids

1280

712/683

9/1/99

25379

Jamaica

Xxxx Rapids

1562

515/429

9/1/99

00000

Xxxx Xxxxx

Xxxxxx

0000

515/384

12/15/98

25411

Xxxxxx

0000

319/547

12/15/98

00000

Xxxx

Xxxxxx

0000

515/393

12/15/98

25411

Xxxxxxxx

Xxxxxx

0000

319/569

12/15/98

00000

Xxxxxxx

0000

515/782

9/1/99

00000

Xxxx

Xxxxxxx

0000

515/348

9/1/99

00000

Xxxxxx

Xxxxxxx

0000

515/337

9/1/99

25412

Page 1

Exhibit 0x - Xxxxxxxxx Xxxxxxxxx

Xxxxxxxx

Xxxxxxx

0000

515/335

9/1/89

25412

Desolo

Des Moines/USW

3310

515/834

11/4/98

25482

Elkhart

Des Moines/USW

7345

515/367

11/4/98

00000

Xxxxxxx Xxxxxx

Des Moines/USW

1558

515/466

11/4/98

25482

Linden

Des Moines/USW

3558

515/744

11/4/98

25482

Martensdale

Des Moines/USW

1337

515/764

11/4/98

25482

Redfield

Des Moines/USW

3773

515/833

11/4/98

00000

Xxxxxxxxx

XxXxxx

1918

319/677

4/1/99

25502

Xxxxxx

XxXxxx

1919

319/674

4/1/99

00000

Xxxxxx-Xxxxxx

XxXxxx

1920

319/659

4/1/99

25502

Low Xxxx

XxXxxx

1946

319/522

4/1/99

25502

Xxxxx

Xxxx

1405

515/859

8/1/99

25533

Buckeye

Dows

1400

515/855

8/1/99

25533

Dows

1399

515/852

8/1/99

00000

Xxxxxxxxx

Xxxxxxxxxx

2265

319/858

4/15/99

00000

Xxxxxxxxxx

0000

319/875

4/15/99

00000

Xxxxxxxxx

Xxxxxxxxxx

2335

319/923

4/15/99

00000

Xxxxxxx

Xxxxxxxxxx

2356

319/876

4/15/99

00000

Xxxxxx

Xxxxxxxxxx

2371

319/744

4/15/99

00000

Xxxx Xxxxx

Xxxxxxxxxx

0000

319/870

4/15/99

00000

Xxxxxxxxx

Dyersville

2575

319/853

4/15/99

00000

Xxx Xxxxxx

Xxxxxxxxxx

0000

319/921

4/15/99

00000

Xxxxxxxxxxx

Xxxxxxxxxx

2973

319/855

4/15/99

25584

Xxxxxx

7344

515/858

3/15/99

25600

Steamboat Rock

Xxxxxx

7855

515/868

3/15/99

25600

Volga

Elkader/USW

2921

319/767

1/27/99

25605

Cylinder

Emmetsburg

7294

712/424

7/15/99

25621

Emmetsburg

7355

712/852

7/15/99

25621

Mallard

Emmetsburg

2591

712/425

7/15/99

25621

Alpha

Fayette

1116

319/429

12/1/98

25656

Fayette

1564

319/425

12/1/98

25656

Xxxxxx

Xxxxxxx

1013

319/238

12/1/98

25656

Xxxxxxx

1565

319/637

12/1/98

25656

Randalla

Fayette

1566

319/428

12/1/98

25656

St Xxxxx

Xxxxxxx

1353

319/778

12/1/98

25656

Waucoma

Fayette

1351

319/776

12/1/98

00000

Xxxxxx City

Xxxxx-Lakeview

1389

712/843

8/1/99

25666

Auburn

Xxxxx-Lakeview

1643

712/888

8/1/99

25666

Xxxxx

Xxxxx-Lakeview

1058

712/288

8/1/99

25666

Lake View

Xxxxx-Lakeview

1251

712/657

8/1/99

00000

Xxxxxxxxx

Xxxxx-Xxxxxxxx

1644

712/656

8/1/99

25666

Linn Grove

Fonda-Lakeview

1066

712/296

8/1/99

00000

Xxxxxx

Xxxxx-Xxxxxxxx

1139

712/466

8/1/99

25666

Marathon

Xxxxx-Lakeview

1059

712/289

8/1/99

25666

Xxxxxx

Xxxxx-Lakeview

1044

712/272

8/1/99

25666

Xxxxxxxx

Xxxxx-Lakeview

1066

712/295

8/1/99

25666

Xxxxxxxxx

Xxxxx-Lakeview

1055

713/286

8/1/99

25666

Xxxxxx

1930

515/823

11/1/98

00000

Xxxxxx Xxxx

Xxxxxx

1949

515/397

11/1/98

25748

Xxxxx

Xxxxxxxxxx

1900

515/742

1/1/99

25769

Xxxxxx

Xxxxxxxxxx

1910

712/651

1/1/99

25769

Xxxxxxxxxxx

Xxxxxxxxxx

0000

515/369

1/1/99

25769

Fontanelle

Greenfield

1927

515/745

1/1/99

25769

Xxxxxxxxxx

0000

515/343,743

1/1/99

00000

Xxxxxxx Xxxxxx

Xxxxxxxxxx

0000

515/747

1/1/99

25769

Grinnell

2430

515/236,269,202,

2/15/88

25769

Page 2

Exhibit 2a - Telephone Exchanges

515/260,821

Xxxxxx

Xxxxxxxx

2590

515/528

2/15/99

25789

Aplington Keslay

Grundy Center

1905

319/347

2/1/99

25810

Grundy Center

1933

319/824

2/1/99

25810

Wellsburg

Grundy Center

1991

515/869

2/1/99

25810

Avoca

Harlan

1909

712/343

1/1/99

25830

Xxxxxx

1941

712/755

1/1/99

25830

Xxxxxx

1965

712/483

1/1/99

25830

Xxxxxx

1986

712/544

1/1/99

25830

Xxxxxx

Xxxxxxx

7443

712/349

7/15/99

00000

Xxxxxxx

7445

712/728

7/15/99

25840

May City

Xxxxxxx

3608

712/735

7/15/99

25840

Xxxxxx

Xxxxxxx

7614

712/736

7/15/99

25840

Ocheyedan

Xxxxxxx

7894

712/758

7/15/99

25840

Primghar

Xxxxxxx

2759

712/757

7/15/99

25840

Altica

Heartland

1784

515/943

10/1/99

26002

Xxxxxx

Heartland

1785

515/944

10/1/99

26002

Knoxville

Heartland

1780

515/828,842

10/1/99

26002

Lovilia

Heartland

1781

515/946

10/1/99

26002

Melchar

Heartland

1782

515/947

10/1/99

26002

Monroe

Heartland

1035

515/259

10/1/99

26002

Pleasantville

Heartland

1783

515/848

10/1/99

26002

Xxxxx

Heartland

1786

515/949

10/1/99

26002

Leighton

Heartland

1776

515/626

10/1/99

26002

Olley

Heartland

1778

515/627

10/1/99

26002

Pella

Heartland

1775

515/620,621,628

10/1/99

26002

515/629,631

Peoria

Heartland

1777

515/625

10/1/99

26002

Charlton

Heartland

1347

515/774

10/1/99

26002

Humeston

Heartland

1529

515/877

10/1/99

26002

Lacona

Heartland

1174

515/534

10/1/99

26002

Xxxxx

Heartland

1340

515/766

10/1/99

26002

Milo

Heartland

1460

515/942

10/1/99

26002

New Virginia

Heartland

1559

515/449

10/1/99

26002

Xxxxxxx

Heartland

1176

515/535

10/1/99

26002

Xxxxxxxxxx

Heartland

1406

515/862

10/1/99

26002

Xxxxx

I-80 Corridor

1966

515/363

8/1/99

25890

New Xxxxxx

I-80 Corridor

1969

515/637

8/1/99

00000

Xxxxxx

X-00 Xxxxxxxx

0000

515/787,791,792

8/1/99

25890

515/831,840

Oxford

Iowa City/USW

7715

319/628

11/30/98

00000

Xxxxx

Xxxx City/USW

1237

319/644

11/30/98

00000

Xxxxxx

Xxxx City/USW

7891

319/645

11/30/98

00000

Xxxxxxxxx

Xxxx Grt Lks Rg/USW

3131

712/864

5/27/99

25955

Dolliver

Iowa Grt Lks Rg/USW

3321

712/865

5/27/99

25955

LeClaire

1943

319/289

11/1/98

00000

Xxxx Xxxxxxx

0000

319/566

6/1/99

26086

Xxxxxx

Madrid

1915

515/676

4/1/99

26117

Xxxxxx

0000

000/000

0/0/00

00000

Xxxxx

Manchester

7305

319/922

4/15/99

00000

Xxxxxxxx

Xxxxxxxxxx

2341

319/928

4/15/99

26120

Greeley

Manchester

7423

319/925

4/15/99

26120

Hopkinton

Manchester

7474

319/926

4/15/99

26120

Xxxxxx

Xxxxxxxxxx

0000

319/924

4/15/99

26120

Manchester

7592

319/927,920

4/15/99

26120

Xxxx

Manchester

7803

319/932

4/15/99

26120

Page 3

Exhibit 0x - Xxxxxxxxx Xxxxxxxxx

Xxxxxxxxxx Xxxxx

Xxxxxxxxxx

0000

319/933

4/15/99

26120

Xxxxxx

Xxxxxxx

3275

319/662

7/15/99

26153

Marengo

7596

319/642

7/15/99

26153

Williamsburg

Marengo

7959

319/668

7/15/99

26153

Xxxxxxx

Marshalltown/USW

7544

515/479

5/27/99

28158

Xxxxxxx

Xxxxx City/USW

7279

515/583

6/16/99

26179

Forest City

Xxxxx City/USW

7383

515/582

6/16/99

26179

Kiemme

Xxxxx City/USW

7523

515/587

6/16/99

26179

St Ansgar

Meson City/USW

7805

515/736

6/16/99

26179

Slacyville

Xxxxx City/USW

7844

515/737

6/16/99

00000

Xxxxx

Xx Ayr

1084

515/347

12/1/98

00000

Xxxxxx

Xx Ayr

1083

515/346

12/1/98

00000

Xxxxxx

Xx Ayr

1593

515/785

12/1/98

00000

Xxxxxxxxxx

Xx Ayr

1077

515/336

12/1/98

26214

Diagonal

Mt Ayr

1500

515/734

12/1/98

26214

Gravity

Mt Ayr

1161

712/537

12/1/98

00000

Xxxxxxxxx

Xx Ayr

1357

515/783

12/1/98

26214

Mt Ayr

1137

515/464

12/1/98

26214

Xxxxxxx

Mt Ayr

1502

515/767

12/1/98

00000

Xxxxxxx XX

Mt Ayr

1503

660/372

12/1/98

26214

Xxxxxxx City

Mt Ayr

1079

515/339

12/1/98

00000

Xxxxxxx

Xx Ayr

1345

515/772

12/1/98

26214

Xxxxxx

Nevada

7155

515/227

3/15/99

00000

Xxxxxxxxx

Xxxxxx

2223

515/383

3/15/99

26261

Xxxxxxx

Nevada

7268

515/385

3/15/99

00000

Xxxxxxx

Xxxxxx

2607

515/387

3/15/99

00000

XxXxxxxxxxx

Xxxxxx

7610

515/434

3/15/99

00000

Xxxxxxxxx

Xxxxxx

7612

515/482

3/15/99

26261

Nevada

2667

515/382

3/15/99

26261

Xxxxxxx

Nevada

2768

515/328

3/15/99

00000

Xxxxxx

Nevada

7777

515/493

3/15/99

26261

Xxxxxx

Nevada

2794

515/388

3/15/99

26261

State Center

Nevada

7854

515/483

3/15/99

26261

Story City

Nevada

2862

515/733

3/15/99

26261

Xxxxxxxxxxxxxx

Xxx Xxxxxxx

0000

319/237,231

2/1/99

26282

Janesville

New Hampton

1942

319/987

2/1/99

26282

New Hampton

1968

515/394

2/1/99

26282

Xxxxxx

New Hampton

1988

319/578

2/1/99

26282

Arlington

Oelwein/USW

2129

319/633

1/20/99

26364

Xxxxxxx

Oelwein/USW

1144

319/474

1/20/99

00000

Xxxxxxxx

Xxxxxxx/XXX

7363

319/635

1/20/99

26364

Xxxxxxxx

Oelwein/USW

7454

319/636

1/20/99

00000

Xxxxxx

Xxxxxxx/XXX

1457

319/938

1/20/99

00000

Xxxxxxx

Xxxxxxx/XXX

2924

319/774

1/20/99

25364

Xxxxxxx

0000

515/342,344

4/1/99

26405

Agency

Ottumwa/USW

1453

515/937

5/5/99

00000

Xxxxxxxxxxx

Xxxxxxx/XXX

1561

515/934

5/5/99

26438

Blakesburg

Ottumwa/USW

1458

515/938

5/5/99

26436

Chillecothe

Ottumwa/USW

1451

515/935

5/5/99

26436

Paulline

Paullina

1125

712/448

5/1/99

26487

Xxxxxx

Xxxxx/USW

2781

515/436

2/19/99

26507

Xxxxxx

River Valley Regional

7330

712/643

10/15/99

26564

Little Sioux

River Valley Regional

7563

712/649

10/15/99

00000

Xxxxx

Xxxxx Xxxxxx Regional

7565

712/644

10/15/99

00000

Xxxxxxxx

Xxxxx Xxxxxx Regional

7589

712/648

10/15/99

26564

Modele

River Valley Regional

7632

712/645

10/15/99

26564

Page 4

Exhibit 2a - Telephone Exchanges

Mondemin

River Valley Regional

7633

712/648

10/15/99

00000

Xxxxxx

River Valley Regional

7723

712/489

10/15/99

26564

Persla

River Valley Regional

3731

712/488

10/15/99

26564

Plageh

River Valley Regional

7738

712/458

10/15/99

26564

Portsmouth

River Valley Regional

3754

712/743

10/15/99

26564

Woodbine

River Valley Regional

7988

712/647

10/15/99

26564

Xxxx Xxxx

Xxxxxxxx Xxxx

0000

712/464

3/15/99

26589

Xxxxxxxxx

Xxxxxxxx Xxxx

0000

712/465

3/15/99

00000

Xxxxxx

Xxxxxxxx Xxxx

0000

712/469

3/15/99

26589

Xxxxxxx

Xxxxxxxx Xxxx

0000

712/468

3/15/99

26589

Xxxxxxxx Xxxx

0000

712/297

3/15/99

26589

Xxxxxxxx

Xxxxxx

2730

712/529

8/1/99

26692

Xxxxxxxx

Xxxxxx

2769

712/625

8/1/99

00000

Xxxxxxxx

Xxxxxx

2786

712/387

8/1/99

26692

Xxxxxx

2837

712/374

8/1/99

26692

Xxxxx

Xxxxxx

2882

712/629

8/1/99

26692

Xxxxxxx

Xxxxxx

2890

712/628

8/1/99

26692

Blencoe

Slouxland South/USW

7181

712/452

10/14/98

00000

Xxxxxx

XX Xxxx Xxxxxxxxxx

0000

319/838

11/1/98

00000

Xxxxxx XX

SE Iowa Crossroads

1426

660/877

11/1/98

00000

Xxxxxxxx

XX Xxxx Crossroads

1289

319/694

11/1/98

00000

Xxxxxxxxxxxxxx

XX Xxxx Crossroads

1560

319/658

11/1/98

00000

Xxxxxxx

XX Xxxx Xxxxxxxxxx

0000

319/528

11/1/98

00000

Xxxxxxxxxx

XX Xxxx Crossroads

1377

319/835

11/1/98

00000

Xxxxx

XX Xxxx Xxxxxxxxxx

0000

515/936

11/1/98

00000

Xxxxx

XX Xxxx Xxxxxxxxxx

0000

515/652

11/1/98

00000

Xxxxxxxxx

XX Xxxx Crossroads

1926

515/374,392,455,461

11/1/98

00000

Xxxxxxxxx

XX Xxxx Crossroads

1926

515/469,470,472,461

11/1/98

00000

Xxxxxxxxx

XX lowa Crossroads

1926

515/654,665,668,686

11/1/98

00000

Xxxxxxxxx

XX Xxxx Crossroads

1926

515/687,688,694,721

11/1/98

00000

Xxxxxxxxx

XX Xxxx Crossroads

1926

515/723,730,731,739

11/1/98

00000

Xxxxxxxxx

XX Xxxx Crossroads

1926

515/761,786,921,931

11/1/98

00000

Xxxxxxxxx

XX Xxxx Crossroads

1926

515/941,951

11/1/98

00000

Xxxxxxxxxx

XX Xxxx Crossroads

1427

319/878

11/1/98

00000

Xxxxxx

XX Xxxx Crossroads

1248

515/655

11/1/98

00000

Xxxxxxx

XX Xxxx Xxxxxxxxxx

0000

515/653

11/1/98

00000

Xxxxxxxxx

XX Xxxx Crossroads

1027

319/253

11/1/98

00000

Xxxxxxxx

XX Xxxx Crossroads

1142

319/469

11/1/98

00000

Xxxxxxxxxxxx

XX Xxxx Xxxxxxxxxx

0000

515/693

11/1/98

00000

Xxxxxxxxx

XX Xxxx Xxxxxxxxxx

0000

319/696

11/1/98

00000

Xxxxxxxxxxx

XX Xxxx Crossroads

1258

515/661

11/1/98

00000

Xxxxxx

XX Xxxx Crossroads

1250

515/656

11/1/98

00000

Xxxxxxxx

XX Xxxx Crossroads

1140

319/463

11/1/98

00000

Xx Xxxxxxxx

XX Xxxx Crossroads

1104

319/385,986

11/1/98

00000

Xx Xxxxx

XX Xxxx Crossroads

1409

319/865

11/1/98

00000

Xxx Xxxxxx

XX Xxxx Crossroads

1093

319/367

11/1/98

00000

Xxxx

XX Xxxx Xxxxxxxxxx

0000

319/254

11/1/98

00000

Xxxxx

XX Xxxx Crossroads

1288

515/667

11/1/98

00000

Xxxxxxxx

XX Xxxx Crossroads

1291

319/695

11/1/98

00000

Xxxxxxxx

XX Xxxx Xxxxxxxxxx

0000

319/836

11/1/98

00000

Xxxxxxxx

XX Xxxx Xxxxxxxxxx

0000

319/458

11/1/98

00000

Xxxxx

XX Xxxx Xxxxxxxxxx

0000

319/258

11/1/98

00000

Xxxx Xxxxx

XX Xxxx Crossroads

1380

319/837

11/1/98

00000

Xxxxxxxx

XX Xxxx Crossroads

1033

319/257

11/1/98

26220

Rolfe

Storm Lake/USW

7795

712/848

4/8/99

26774

Belle Plaine

Tame-Toledo

7163

319/444

8/15/99

26790

Page 5

Exhibit 0x - Xxxxxxxxx Xxxxxxxxx

Xxxxxxx

Xxxx-Xxxxxx

0000

515/489

6/15/99

26790

Xxxxxx

Xxxx-Toledo

7274

515/386

6/15/99

00000

Xxxxxx

Xxxx-Xxxxxx

7399

515/499

6/15/99

00000

Xxxxxxxxx

Xxxx-Xxxxxx

7408

515/473

6/15/99

00000

Xxxxxxx

Xxxx-Toledo

3638

515/492

6/15/99

26790

Toledo

Tema-Toledo

7895

515/484

6/15/99

26790

Xxxxx

Xxxx-Toledo

7896

319/478

6/15/99

26790

Atalissa

Xxxxxx

1907

319/649

8/1/99

26794

Xxxxxxx

Xxxxxx

1913

319/893

8/1/99

26794

Durant

Tipton

1921

319/785

8/1/99

00000

Xxxxxx

1944

319/455

8/1/99

26794

Xxxxxx

1945

319/944

8/1/99

00000

Xxxxxx

1967

319/724

8/1/99

26794

Xxxxxx Xxxxxxxx

Xxxxxx

0000

319/486

8/1/99

26794

Rochester

Xxxxxx

1984

319/946

8/1/99

26794

Xxxxxxxx

Xxxxxx

1987

319/945

8/1/99

00000

Xxxxxx

1989

319/886

8/1/99

26794

Dexter

Tri-County/USW

3313

515/789

5/13/99

25489

Macksburg

Tri-County/USW

1342

515/768

5/13/99

00000

Xxxx

Tri-County/USW

1304

515/728

5/13/99

00000

Xxxxxx

Xxx-Xxxxxx/XXX

2781

515/436

5/13/99

00000

Xxxxxxxx

Xxx

1592

712/679

10/1/99

00000

Xxxxxxxxx

Ute

1275

712/676

10/1/99

26835

Ute

1437

712/885

10/1/99

26835

Vall

Ute

1563

712/677

10/1/99

26835

Delta

Washington

7307

515/624

5/1/99

26876

Harper

Washington

3442

515/635

5/1/99

26876

Xxxxx

Xxxxxxxxxx

7513

515/636

5/1/99

26876

Xxxxxxxxx

Xxxxxxxxxx

7838

515/622

5/1/99

26876

Washington

2932

319/653,863

5/1/99

26876

West Xxxxxxx

Xxxxxxxxxx

3949

319/698

5/1/99

26876

What Cheer

Washington

7954

515/634

5/1/99

26876

Reinbeck

Waterloo/USW

7774

319/345

6/23/99

26897

Page 6

Exhibit 3h

Listing Database Extracts

REQUEST FOR LISTING INFORMATION

Subscriber Listing Information (SLI)*. Telephone Company shall complete requisitions for SLI in a format provided by Directory Company and transmit them to Directory Company electronically or via facsimile (30) days prior to the customer due date. Telephone Company shall be responsible for the accuracy of its requisitions.

SELECTION AND MEDIUM

Initial Loads/reloads for SLI shall be made available by Directory Company, by directory name or exchange name and NPA/NXX, and supplied in either magnetic tape, or hard copy print out as requested by Telephone Company.

FEES

Charges for SLI provisioning services will be as follows:

Initial Loads/Reloads: $0.04 per listing

*Subscriber Listing Information (“SLI”): includes listed subscribers’ names, addresses including zip code, and telephone numbers, as well as assigned classified Yellow Pages headings for businesses

EXHIBIT 3I

LISTINGS FEES

Directory Company will assist Telephone Company in obtaining listings other than Service Subscriber Listings in Directories if Telephone Company so desires. The following fees will apply for this service. If Telephone Company desires to provide such listings to Directory Company, listings must be in a format compatible with Directory Company’s listing management system.

Telephone Company Requirement

Directory Company Activity

FEES

Telephone Company must supply Directory Company with a then current list of all local telephone service providers serving areas that fall in Telephone Company’s extended local calling area. For each carrier, Telephone Company must supply Directory Company with a list of Area Code/Prefixes, Exchanges, and community names or directory names that depict listing requirements for EAS, STFL, CLEC, and Courtesy Listings. Telephone Company is responsible for completion of any contractual agreements required to acquire listings.

Directory Company will contact carriers as identified by Telephone Company on Telephone Company’s behalf to obtain EAS, STFL, CLEC and Courtesy Listings. Directory Company will request that such carriers provide listings belonging to any competitive local exchange carriers in their area with the carrier’s listings. Directory Company is not responsible for omission of listings that Directory Company is either unaware of or unable to acquire. Directory Company will forward to Telephone Company any contractual agreement requested or required by carrier providing listings.

Telephone Company shall pay any listing and/or administrative fees charged by the owner or provider of the listings, except that Directory Company will pay one half of the listing acquisition cost for Courtesy Listings.

Directory Company will communicate to Telephone Company any charges invoiced by listing provider. Telephone Company shall pay listing and/or administrative fees charged by the owner of the listings as invoiced.

If Directory Company cannot acquire listings in a format compatible with its listing management system and must contract with a third party vendor to reformat or add other value to the listings, Telephone Company shall pay all processing and administrative fees charged by vendor.

If Directory Company must manually enter any listings into the listing management system, Telephone Company shall pay Directory Company fifty cents ($.50) per listing for this service.

EXHIBIT 4g

CRITICAL PROCESSES TIME FRAMES


Process	Directory Company Requirements	Telephone Company Requirements

Subscriber Listing Change Order – Subscriber initiates change order with Directory Company. Directory Company provides same to Telephone Company. Telephone Company responds to Directory Company.	N/A	Telephone Company’s completed change order must be received by Directory Company, from Telephone Company, within 5 working days of Telephone Company’s receipt of change order from Directory Company.

Listing Proofs – Upon Telephone Company’s request, Directory Company provides listing proofs for Telephone Company’s review. Telephone Company responds to Directory Company.	Directory Company will normally provide listing proofs to Telephone Company within 5 working days from receipt of request by Telephone Company.	Telephone Company must request listing proofs at least 10 working days prior to telco close. Telephone Company must review and issue correcting orders if required no later than Final Service Order close, as such is mutually set by both parties.

Caption Proofs – Upon Telephone Company’s request, Directory Company provides caption proofs for Telephone Company’s review	Directory Company to provide caption proofs normally within 48 hours of receipt of request by Telephone Company.	Telephone Company must request caption proofs, if desired, at least 10 working days prior to telco close. Telephone Company must review and issue correcting orders, if required, no later than Final Service Order close as such is mutually set by both parties.

Subscriber Listings – Telephone Company provides Directory Company with subscriber listings, including new install transactions.	N/A	Telephone Company must provide subscriber listings to Directory Company within 2 working days of installation. If there are less than 2 calendar weeks until Directory Final Service Order Close Date, then Telephone Company must provide listings on the next work day.

Exhibit 9a

Additional Costs

Telephone Company shall reimburse Directory Company for certain additional costs it incurs during the term of this Agreement and any extensions hereof (“Additional Costs”). Telephone Company acknowledges receipt of an estimate of these Additional Costs. Additional Costs shall generally be billed to Telephone Company on an itemized statement normally within 60 days of the end of the month in which the expenses were incurred, and Telephone Company payment for such bills shall be due within 30 days after billing.

Billing for programming projects shall be based on actual man-hours utilized and shall be made upon completion of the programming project, including testing and certification. Telephone Company payment to Directory Company shall be due within 30 days after billing.

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Table of Contents

PUBLISHING AGREEMENT

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