Agreement No. Aas-463-A
Page 1 of 31
AGREEMENT FOR PUBLISHING SERVICES
This Agreement for Publishing Services ("Agreement") is entered into effective
as of January 1, 2002 ("Effective Date") between Ameritech Publishing, Inc.,
d/b/a Ameritech advertising services, a Delaware corporation with its principal
business offices at 000 X. Xxx Xxxxxx Xxxx, Xxxx, XX 00000 ("Publisher"), and X.
X. Xxxxxxxxx Inc. ("RHD"), a Delaware corporation with its principal offices at
Xxx Xxxxxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 ("RHD"). This Agreement
terminates, supersedes and replaces the Agreement for Publishing Services
entered into between RHD and The Am-Don Partnership a/k/a DonTech as of July 17,
1997 (which was assumed by Publisher in December 1997). Publisher and RHD are
sometimes referred to herein, collectively, as the "Parties," and, individually,
as a "Party." While The DonTech Partnership, a general partnership between the
Parties (or their affiliates) organized under the Illinois Uniform Partnership
Act ("DonTech"), may (a) directly receive from RHD, on behalf of Publisher,
certain services or data and/or (b) directly provide to RHD, on behalf of
Publisher, certain services or data (in either case as the Publisher's exclusive
sales agent with respect to the directories subject to this Agreement), the
Parties hereby acknowledge and agree that DonTech is not a party to this
Agreement nor shall it be deemed a third party beneficiary of this Agreement.
Consequently, DonTech shall not be entitled to enforce any of the terms or
conditions of this Agreement. Publisher and RHD agree to use their reasonable
best efforts to cause DonTech to cooperate and perform any and all activities
necessary and appropriate in connection with this Agreement. DonTech, or any
other successor entity that shall hereafter serve as Publisher's sales agent
with respect to the directories subject to this Agreement, shall hereinafter be
referred to as "Publisher's Sales Agent."
Therefore, for the promises and other considerations set forth herein, the
Parties mutually agree as follows:
1. TERM
This Agreement will continue in full force and effect until December 31, 2008
(the "Termination Date"), unless previously terminated in accordance with
Section 18.
2. SCOPE OF WORK; PERFORMANCE STANDARDS
a. Scope of Work. The services to be performed under this
Agreement, including those specifically described in Sections
3 through 14 and Attachment 2 of this Agreement will be
provided by RHD to Publisher under this Agreement during the
term of the Agreement for all of Publisher's print classified
directories identified on Attachment1 published during the
term of this Agreement, and any other print classified print
directories published by Publisher during the term of this
Agreement for primary distribution in whole or in part either
(i) in Illinois or (ii) in the geographical area where the
Northwest Indiana Directories are published for primary
distribution on this Agreement's Effective Date. Any changes
or additions to the services to be provided by RHD hereunder
from those specified herein, and any additional costs incurred
by RHD as a result thereof, shall be governed by the Work
Request Process described in Section 16.
Agreement No. Aas-463-A
Page 2 of 31
2. SCOPE OF WORK; PERFORMANCE STANDARDS (CON'T)
b. Performance Standards. The Parties agree that each Party shall
perform its respective obligations hereunder as specified by
the performance standards set forth herein, which performance
standards may be modified from time to time upon mutual
agreement of the Parties. With respect to any performance
standard that calls for performance within a specified number
of days or working days, compliance with that standard shall
be measured on a three-month rolling average basis. Any
documents or records called for by this Agreement shall be
provided and/or maintained in the form specified by this
Agreement, except as may otherwise be mutually agreed by the
Parties.
3. SERVICE ORDER PROCESSING
a. Provision of Service Orders by Publisher.
i. Publisher will provide to RHD service order data
containing business customers' listing information on
a daily basis via electronic transmission for
automated application to the listings database.
ii. Should service order data provided by Publisher
require modifications to the service order interface,
or should RHD be required to handle service orders
outside of the existing interface process, Publisher
shall reimburse RHD's reasonable and necessary
additional costs, in accordance with the Work Request
Process.
b. Service Order Data Processing to be Performed by RHD. RHD will
perform the following activities with respect to service
orders:
i. Update the listings database daily and provide
Publisher and Publisher's Sales Agent with daily
electronic notification whenever advertising is
affected.
ii. Where necessary, contact the issuing telephone
company to resolve discrepancies.
iii. Transmit to Publisher's Sales Agent potential sales
leads in electronic format that may be identified as
a result of service order processing within ***
working days of receipt of service order information.
iv. The Parties acknowledge that (A) the entry of
multiple telephone companies providing local exchange
telephone service within the area covered by
Publisher's directories or (B) any conversion of
Publisher's service order listing base system may
have significant and unanticipated impact on the
abilities of Parties to maintain a complete and
accurate listings database. The occurrences described
in clauses (A) and (B) may also impact RHD's ability
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 3 of 31
3. SERVICE ORDER PROCESSING (con't)
b. Service Order Data Processing to be Performed by RHD (con't)
to maintain the outlined turnaround and/or average
outgoing quality level (the "AOQL") for service order
processing. In such cases, RHD will work to achieve a
listings database that is as complete and accurate as
reasonably can be achieved, and Publisher shall
reimburse RHD for its reasonable costs related
thereto in accordance with the Work Request Process.
v. Assuming an automated process between RHD and
Publisher whereby (A) ***% or more of the transmitted
service orders can be applied directly to the
listings database without manual intervention and (B)
***% or less of the hard copy service orders received
are defective, then RHD shall update the listings
database with automated service orders daily, and
with manually processed service orders within ***
working days of receipt of such service orders. If
(A) less than ***% of the transmitted service orders
can be applied directly to the listings database
without manual intervention or (B) more than ***% of
the hard copy service orders received are defective,
then the Parties shall negotiate revised time periods
for processing service orders and agree upon any
additional costs to RHD, in accordance with the Work
Request Process.
c. Quality Control. RHD agrees to maintain an AOQL for service
order processing of at least ***% accuracy, to be verified by
the following process:
i. RHD shall maintain records of service orders in a
format mutually agreed by the parties, which shall
contain such information as the levels of manual
intervention and the AOQL for the service orders
processed by RHD. The Parties shall review these
records monthly to determine whether the appropriate
AOQL is being maintained.
ii. The quality inspection shall be performed using a
valid statistical sampling scheme whereby samples of
daily production are subjected to inspection. Defects
identified by the sample will be promptly returned to
RHD production and corrected.
iii. The data collected from the quality inspection
process will be recorded and provided to Publisher to
be applied to graph charts. The Publisher graph
charts record the AOQL, which is required to be ***%
or greater. These monthly statistics will be
maintained by RHD and the charts will be maintained
and kept on file by Publisher for internal purposes.
Publisher may audit the underlying information at a
time, location, and in a manner mutually agreeable
between the Parties.
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 4 of 31
3. SERVICE ORDER PROCESSING (con't)
c. Quality Control (con't)
iv. The AOQL will be determined by the following method:
- All defects (non-conforming quality service
orders) identified in the sample will be
divided by the total number of service
orders included in the sample to compute a
"projected defect percentage."
- This projected defect percentage will then
be multiplied by the total number of service
orders processed during the relevant period
to compute "projected total defects."
- The projected total defects less the defects
corrected pursuant to clause ii. above are
then divided by the total number of service
orders processed during the relevant period
to compute a "defect percentage".
- This defect percentage is then subtracted
from 100% to derive the AOQL.
d. Telecommunications Carrier ("TC") Service Orders. RHD will
image all manual and mechanized TC service orders sent to RHD
by Publisher. The imaging process consists of: batching,
scanning, and manually keying all index information into RHD's
imaging database. Imaged information is provided on a
stand-alone basis accessible only from RHD's Imaging
application, and no reference to these orders or accounts
would exist in RHD's publishing (OLTP) or customer service
(CSO) databases.
4. CONTRACT PROCESSING
a. Local Advertising Contracts. Publisher agrees to use its
reasonable best efforts to cause Publisher's Sales Agent to
provide to RHD a consistent volume of contracts of between
*** to *** manual contract insertions (including those
arising from any reciprocal agreements or other arrangements
that Publisher may enter into) per week. These manual contract
insertions shall be provided by Publisher in accordance with
the agreed upon Schedule established pursuant to Section 12.
Unless the contracts require querying as described below, then
the individual contracts will be processed by RHD within ***
working days from the date of receipt by RHD of the individual
contracts. A customer acknowledgment letter will be mailed to
each customer on the *** working day after the receipt of the
contracts by RHD. In January 2003, the Parties agree to
comprehensively review the impact of the AdVantage full upload
on the insertion volumes set forth in this Section and to
negotiate in good faith appropriate volume levels and variable
pricing for both manual and automated insertions. At that
time, this Agreement will be amended accordingly to reflect
the agreement of the Parties on these matters.
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 5 of 31
4. CONTRACT PROCESSING (con't)
a. Local Advertising Contracts (con't)
i. If a given contract cannot be processed as received,
RHD will provide a query to Publisher's Sales Agent
within *** business days of RHD's determination
that the contract cannot be processed. The contract
will be processed within *** working days of
Publisher's Sales Agent providing query resolution to
RHD.
ii. Volumes in excess of *** manual contract
insertions per week will be processed within ***
working days from receipt of the contracts. With
respect to such contracts, a customer acknowledgment
letter will be mailed within *** working days
from receipt of the contracts by RHD.
b. Quality Control. RHD agrees to maintain an AOQL for contract
processing of at least ***% accuracy, to be verified by the
following process:
i. RHD shall maintain records of the contracts in a form
mutually agreed by the Parties, which shall contain
such information as the AOQL for the contracts
processed by RHD. The Parties shall review these
records monthly to determine whether the appropriate
AOQL is being maintained.
ii. The quality inspection shall be performed using a
valid statistical sampling scheme whereby samples of
daily production are subjected to inspection. Defects
identified by the sample will be promptly returned to
RHD production and corrected.
iii. The data collected from the quality inspection
process will be recorded and provided to Publisher to
be applied to graph charts. The graph charts record
the AOQL, which is required to be ***% or greater.
These monthly statistics will be maintained by RHD
and the charts will be maintained and kept on file by
Publisher for internal purposes. Publisher may audit
the underlying information at a time, location, and
in a manner mutually agreeable between the Parties.
iv. The AOQL will be determined by the following method:
- All defects (non-conforming quality
insertions) identified in the sample will be
divided by the total number of insertions
included in the sample to compute a
"projected defect percentage."
- This projected defect percentage will then
be multiplied by the total number of
insertions processed during the relevant
period to compute "projected total defects."
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 6 of 31
4. CONTRACT PROCESSING (con't)
b. Quality Control (con't)
iv. The AOQL will be determined by the following method:
(con't)
- The projected total defects less the defects
corrected pursuant to clause ii. above are
then divided by the total number of
insertions processed during the relevant
period to compute a "defect percentage".
- This defect percentage is then subtracted
from 100% to derive the AOQL.
c. Reciprocal & Cross-Sell Advertiser Contracts. RHD will receive
and process all contracts resulting from reciprocal agreements
currently in place. This service will include routine, daily
coordination with Verizon (referred to as "reciprocal") and
the SBC directory affiliates (referred to as "cross-sell").
The SBC directory affiliates are referred to herein,
collectively, as "SBCDO." At no additional charge above the
reciprocal contract processing price in the Pricing Schedule
(see Attachment 2), RHD will compare and review reciprocal
advertiser contracts and copy for adherence to directory
standards and the contract database will be updated where
required. RHD shall forward to the appropriate publisher for
processing computer output resulting from Publisher's sales
into reciprocal directories. In the event that Publisher
negotiates new reciprocal agreements, the Parties will
mutually agree upon and enter into appropriate service and
pricing agreements to support such additional reciprocal
agreements, in accordance with the Work Request Process.
d. Acknowledgment Letters to Advertisers.
i. Publisher shall reimburse RHD for the costs
associated with postage, paper and mailing supplies
in connection with customer acknowledgement letters.
Such costs are not included within the Annual Fee
described in Section 15 hereof.
ii. RHD will continue to use the existing vendor to
perform RHD's obligations with regard to customer
acknowledgement letters. In the event that Publisher
designates another vendor, RHD shall not be
responsible for the vendor's performance, including
without limitation the vendor's turnaround time.
Publisher shall be responsible for any additional
costs associated with transitioning to any different
vendor. The Parties shall use the Work Request
Process if a change of vendor is requested or becomes
necessary.
5. DATA MAINTENANCE
RHD will perform routine database corrections resulting from error reports
generated in the closing and billing processes. Acknowledgement Letters that are
returned as undeliverable will be routed to Publisher's Sales Agent to contact
the applicable advertiser for address correction.
Agreement No. Aas-463-A
Page 7 of 31
6. COPY PROCESSING
a. Copy Supplied by Publisher's Sales Agent. Publisher's Sales
Agent shall provide RHD with copy that has been edited
according to Publisher's standards. RHD assumes no
responsibility for copy editing, except as provided by Section
6 (c).
b. RHD's Copy Processing Obligations. Upon receipt of advertising
copy from Publisher's Sales Agent, RHD will compose ads and
store the finished ads digitally in the graphics database in a
format that is an acceptable standard for the industry. All
ads will be proofread to ensure that the advertising proof
generated by the graphics database matches the copysheet
submitted by the Publisher's Sales Agent. For all ads
manufactured from copy received prior to the mutually agreed
upon show proof close date, two (2) proofs will be mailed in
accordance with the Publisher's instructions.
c. Reciprocal Sales. For reciprocal sales into Publisher
directories, RHD will edit the copy, manufacture the ad, and
provide Publisher with a production print. For sales into
Verizon or other SBCDO directories by Publisher's Sales Agent,
RHD will copy edit and provide the publisher with the art.
These editing services are at no additional charge. The
compensation to be paid to RHD will be calculated as set forth
for Copy Processing in the Attachment 2.
d. Copy Processing Turnaround Times. Provided that copy is
received consistent with the agreed upon specifications,
schedules, and volumes, RHD will
i. manufacture display and process color ads within ***
working days from RHD's receipt of the copysheet;
ii. complete in column ads within *** working
days from the date of order processing completion by
RHD.
Where the copysheet cannot be processed as received from
Publisher, RHD will provide a query to Publisher's Sales Agent
within *** business days of RHD's determination that the
copysheet cannot be processed. The copysheet will be processed
within *** working days of Publisher's Sales Agent
providing query resolution to RHD.
e. Postage. Publisher shall reimburse RHD for the costs of
postage incurred in connection with proof mailing. Such costs
are not included within the Annual Fee described in Section 15
hereof.
f. Quality Control. RHD commits to maintain high quality levels
and will perform the following quality assurance activities
with respect to copy processing:
i. Internally, RHD will proofread ***% of the
finished ads to ensure that the proof of the finished
ad matches the copysheet.
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 8 of 31
6. COPY PROCESSING (con't)
f. Quality Control (con't)
ii. After the ads are proofread, RHD will select ads
meeting the criteria for NAT Audit based on the
closing schedule and the changes required to Name,
Address, Telephone which subject the advertising to
the telephone audit. The audit will be performed and
any identified necessary changes will be returned
promptly to RHD production and corrected to the
advertising proof. The Parties acknowledge that the
NAT audit is currently provided by RHD under the Work
Request Process and will continue to be billed
separately to Publisher pursuant to the Work Request
Process through June 30, 2002. In July 2002, the
Parties agree to comprehensively review the costs and
pricing of the NAT audit process, and to negotiate in
good faith to remove NAT audit activity from the Work
Request Process and to include an appropriate level
of NAT audit activity as part of a mutually agreed
increased Base Fee. At that time, this Agreement will
be amended accordingly to reflect the agreement of
the Parties on these matters.
iii. RHD agrees to maintain an AOQL for copy processing of
at least ***% accuracy, to be verified by the
following process:
(a) RHD shall maintain records relating to copy
received from Publisher's Sales Agent and
processed by RHD, in a format mutually
agreed by the Parties. The detailed
information is maintained for review by
Publisher and on a monthly basis the results
are forwarded to the Publisher. The Parties
shall review these records monthly to
determine whether the appropriate AOQL is
being maintained.
(b) The quality inspection shall be performed
using a valid statistical sampling scheme
whereby samples of daily production are
subjected to inspection. Defects identified
by the sample will be promptly returned to
RHD production and corrected.
(c) The data collected from the quality
inspection process will be recorded by RHD
and provided to Publisher to be applied to
graph charts. The Publisher's graph charts
record the AOQL, which is required to be
***% or greater. These charts will be
maintained by Publisher and kept on file for
internal purposes. Publisher may audit the
underlying information at a time, location,
and in a manner mutually agreeable between
the Parties.
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 9 of 31
6. COPY PROCESSING (con't)
f. Quality Control (con't)
iii. RHD agrees to maintain an AOQL for copy processing of
at least ***% accuracy, to be
verified by the following process: (con't)
(d) The AOQL will be determined by the following
method:
- All defects (nonconforming quality
finished ads) identified in the
sample will be divided by the total
number of finished ads included in
the sample to compute a "projected
defect percentage."
- This projected defect percentage
will then be multiplied by the
total number of finished ads
processed during the relevant
period to compute "projected total
defects."
- The projected total defects less
the defects corrected pursuant to
clause (b) above are then divided
by the total number of finished ads
processed during the relevant
period to compute a "defect
percentage". o This defect
percentage is then subtracted from
100% to derive the AOQL.
7. BOOK PRODUCTION
a. Classified Advertising. RHD will proof all advertising and
free listings in book form subsequent to the close of a
directory's sales campaign. RHD will proof for the following
items: Phone numbers for all listings and ads; Invalid fonts;
RGB photos; Overprints; Telltales; Continued heading text;
"Holes" on the page; First page half-class title, running
head, and copyright date; Alpha tabs, Overlaps, General
graphic problems, Leader Ads, Alpha Listings, Trade items,
Bold/non bold and red/black captions; Duplication; Split
captions; Left justified AL phone numbers; Drug filler in
sensitive headings, Guides, and Bleed bars. RHD will produce
the directory's pages in conformance with reasonable
specifications provided by Publisher. Upon request of the
Publisher, RHD will forward digital files for printing in
accordance with schedules mutually agreed to by the Parties.
RHD will ship up to *** pages per day to Publisher's printers;
however, technological enhancements may, upon mutual
agreement, supersede and increase these page requirements. At
the request of the Publisher and with approval from the
Publisher's Printer, RHD can ship up to *** pages per day up
to a maximum of *** consecutive business days without
additional cost, subject to RHD's in-house schedule capacity.
Requests for more than *** consecutive days or a total of ***
days in a given month, may be subject to additional costs
incurred by RHD for extraordinary staffing. The quality of
media provided by RHD to the designated printers will be ***%
accurate (computed as the number of printer call backs divided
by the total number of pages sent to the printer) and in
accordance with standards mutually agreed upon by the Parties.
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 10 of 31
7. BOOK PRODUCTION (con't)
x. Xxxxx Pages. RHD will extract and forward to Publisher's
Listing Services Department white pages advertising according
to an annual schedule to be provided by Publisher. RHD shall
identify listing discrepancies between sold advertising and
telephone company records, and RHD will transmit this
information to Publisher's Listing Services Department for
inclusion in Publisher's white pages. RHD will produce a
digital file of white page ads composed by RHD in postscript
format and transmit to Publisher's Listing Services
Department.
8. MAINTENANCE OF COMPLETE PAGE POSITIVES/DIGITAL FORMATS
All completely assembled digital file formats used in the production of
the current issue of the directories shall be kept by RHD at a safe
site in secure files for use at the time of the next issue of such
directories for the retrieval of standing ads. RHD will maintain the
pages in digital form and transmit a digitized postscript file to
Publisher's Printer upon completion of book production. This
information must be stored for a minimum of one (1) year or until the
next publication date, whichever is longer. Upon Publisher's prior
written request, RHD will deliver to Publisher any and all assembled
digital files within *** working days of RHD sending this
information to Publisher's printer.
9. NATIONAL ACCOUNTS
a. YPPA Standards Compliance. RHD will receive national
advertising orders and correspondence for Publisher
directories through the Yellow Pages Publishers Association's
("YPPA") Electronic Intelligent Transaction Exchange
("ELITE"). Until ELITE is fully operational later in 0000, XXX
will continue to receive national advertising orders and
correspondence for Publisher directories through YPPA's Value
Added Network ("VAN"). RHD assumes no liability hereunder for
errors, defects or inefficiencies that result directly or
indirectly from the conversion from VAN to ELITE. RHD will use
its reasonable efforts to work with Publisher to attempt to
resolve or circumvent any such errors, defects or
inefficiencies.
b. Order Updating. RHD will update all national order data in the
contract database with an interface for copy to the ad storage
system within *** working days from the date of RHD's
receipt of said data, assuming the data is query-free. If
queries are involved, the time period for performance does not
begin until the applicable query is resolved. This data will
be extracted by RHD for book production along with locally
sold advertising.
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 11 of 31
9. NATIONAL ACCOUNTS (con't)
c. Quality Control for Order Updating. RHD agrees to maintain an
AOQL of at least ***% accuracy for order
updating, to be verified by the following process:
i. RHD shall maintain records relating to YPPA standards
compliance and order updating processed by RHD, in a
form mutually agreed by the Parties. The Parties
shall review these records monthly to determine
whether the appropriate AOQL is being maintained.
ii. The quality inspection shall be performed using
directory billing invoices for inspection.
iii. The data collected from the quality inspection
process will be recorded and provided to Publisher to
be applied to graph charts. The graph charts record
the AOQL, which is required to be ***% or greater.
These charts will be maintained by Publisher and kept
on file for internal purposes. Publisher may audit
the underlying information at a time, location, and
in a manner mutually agreeable between the Parties.
iv. The AOQL will be determined by the following method:
- All defects (directory billing invoices with
errors) are divided by the total number of
directory billing invoices to compute a
"defect percentage".
- This defect percentage is then subtracted
from 100% to derive the AOQL.
d. Copy Updating. RHD will update all national copy in the
graphics database within *** working days from the
date of RHD's receipt of said copy, assuming copy is query
free. If queries are involved, the time period for performance
does not begin until the applicable query is resolved. These
graphics will be extracted by RHD for book production along
with locally sold advertising.
e. Quality Control for Copy Updating. RHD commits to maintain
high quality levels and will perform the following quality
assurance activities:
i. Internally, RHD will proofread ***% of the finished
ads to ensure that the proof of the finished ad
matches the copysheet.
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 12 of 31
9. NATIONAL ACCOUNTS (con't)
e. Quality Control for Copy Updating (con't)
ii. RHD agrees to maintain an AOQL of at least
***% accuracy for copy updating, to be verified by
the following process:
(a) RHD shall maintain records relating to copy
received and processed by RHD, in a form
mutually agreed by the Parties. The detailed
information is maintained for review by
Publisher and on a monthly basis the results
are forwarded to the Publisher. The Parties
shall review these records monthly to
determine whether the appropriate AOQL is
being maintained.
(b) The quality inspection shall be performed
using a valid statistical sampling scheme
whereby samples of daily production are
subjected to inspection. Defects identified
by the sample will be promptly returned to
RHD production and corrected.
(c) The data collected from the quality
inspection process will be recorded by RHD
and provided to Publisher to be applied to
graph charts. The Publisher's graph charts
record the AOQL, which is required to be
***% or greater. These charts will be
maintained by Publisher and kept on file for
internal purposes. Publisher may audit the
underlying information at a time, location,
and in a manner mutually agreeable between
the Parties.
(d) The AOQL will be determined by the following
method:
- All defects (nonconforming quality
finished ads) identified in the
sample will be divided by the total
number of finished ads included in
the sample to compute a "projected
defect percentage."
- This projected defect percentage
will then be multiplied by the
total number of finished ads
processed during the relevant
period to compute "projected total
defects."
- The projected total defects less
the defects corrected pursuant to
clause (b) above are then divided
by the total number of finished ads
processed during the relevant
period to compute a "defect
percentage".
- This defect percentage is then
subtracted from 100% to derive the
AOQL.
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 13 of 31
10. REVENUE ACCOUNTING AND CUSTOMER BILLING
a. Billing Extracts. RHD will extract Local, Reciprocal-Out (sold
by Publisher's Sales Agent into Verizon), and Cross-Sell (sold
by Publisher or its sales agents into any SBCDO directory)
billing information from its database and transmit such
information to Publisher or its designated billing vendor
(which is presently RHD under a separate Agreement for Billing
Services dated the date hereof) in a format consistent with
Publisher's or Publisher's billing vendor's specifications via
an electronic file transfer. Directory Billing Files that are
not successfully accepted/loaded by Publisher or its vendor
will be investigated by RHD and resubmitted for billing within
*** calendar days.
b. National and Specialized Billing. RHD will provide national
billing and specialized billing services to Publisher.
Specialized Billing Services are for Street Address Directory
and New Movers. National invoices will be bulk shipped to
Publisher who, in turn, will forward the invoices to CMR's.
c. Revenue Accounting/Financial Reports. RHD will provide
financial and statistical reports which will identify total
amounts and records sent for billing and all
increases/decreases to billing amounts, including, but not
limited to claims, billing adjustments and accelerated billing
due to disconnects and/or delinquent accounts. Financial
reports will be provided monthly in accordance with mutually
acceptable schedules RHD will be responsible for the
settlement with Verizon (reciprocal-out) and other SBCDO
directories (cross-sell) in accordance with existing standards
and procedures.
d. Quality Control. RHD agrees to maintain an AOQL of at least
***% accuracy to be verified by the following process:
i. RHD shall maintain records of billing information in
a form as shall be mutually agreed by the Parties.
The Parties shall review these records monthly to
determine whether the appropriate AOQL is being
maintained.
ii. The quality inspection shall be performed by
inspecting all customers on the directory billing
extract for verification to the quality requirements.
Identified defects will be promptly returned and
corrected by RHD.
iii. The data collected from the quality inspection
process will be recorded by RHD and provided monthly
to Publisher to be applied to graph charts. The graph
charts record the AOQL, which is required to be ***%
or greater. These charts will be maintained by
Publisher and kept on file for internal purposes.
Publisher may audit the underlying information at a
time, location, and in a manner mutually agreeable
between the Parties.
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 14 of 31
10. REVENUE ACCOUNTING AND CUSTOMER BILLING (con't)
d. Quality Control (con't)
iv. The AOQL will be determined by the following method:
- All defects (nonconforming billing records)
are divided by the total number of billing
records to compute a "defect percentage".
- This defect percentage is then subtracted
from 100% to derive the AOQL.
11. ASSIGNMENT SUPPORT
If so requested by Publisher's Sales Agent, RHD will print sales contracts and
distribute them to Publisher in accordance with agreed upon schedules. Publisher
will reimburse RHD for reasonable costs incurred in connection therewith, in
accordance with the Work Request Process. Any changes to contracts such as Terms
& Conditions, Logos, etc., will flow through the Work Request Process and
Publisher will reimburse RHD accordingly.
12. SCHEDULING
Prior to June 1 of each year, Publisher and RHD will review and mutually agree
upon a definitive directory publication and distribution schedule for the
following year. Thereafter, the Parties shall review and discuss any further
proposed changes in the publishing and distribution schedules, as needed.
Publisher shall reimburse RHD its reasonable costs incurred as a result of any
such scheduling changes, in accordance with the Work Request Process.
Notwithstanding the foregoing, RHD agrees to use reasonable efforts to work with
Publisher's Sales Agent to reduce publishing cycle times so as to maximize (to
the extent reasonably practicable) the time available for sales campaign
activities.
13. SYSTEM SUPPORT TABLES
RHD will maintain all necessary system support tables. From these tables, RHD
will create the data file used by a designated third party to compose
Publisher's headings book. Arranging for the composition and manufacture of the
headings book and the cost thereof is Publisher's responsibility.
14. WORK FLOW AND FORECASTING
a. Work Flow Requirements. Publisher shall cause its Sales Agent
to use its best efforts to ensure that a range between ***
and *** manual contract insertions weekly are submitted for
processing in accordance with mutually agreed upon due dates.
Contracts shall be submitted with any related copy attached.
In January 2003, the Parties agree to comprehensively review
the impact of the AdVantage full upload on the insertion
volumes set forth in this Section and to negotiate in good
faith appropriate volume levels and variable pricing for both
manual and automated insertions. At that time, this Agreement
will be amended accordingly to reflect the agreement of the
Parties on these matters.
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 15 of 31
b. Changes in Products and Scheduling. Publisher or its Sales
Agent shall promptly inform RHD of changes in sales canvass
dates (especially extensions), directories published, their
scope, units of advertising offered, specifications, features
and characteristics of the directories, change in length of
directory life, and other such changes in products and
scheduling. Publisher shall reimburse RHD for its reasonable
costs incurred in connection with such changes in products and
scheduling, in accordance with the Work Request Process.
c. Publisher Requirements Forecast. Publisher shall cause its
Sales Agent to provide RHD with all information required for
routine publishing in a timely manner. Further, Publisher will
provide RHD with estimates of total copy and contract volumes
by June 1 of the each year for the following year's
directories, or by another mutually agreed upon date.
15. PRICING
a. Annual Fee. The fee payable by Publisher to RHD each year for
the services provided by RHD hereunder consists of a lump sum
amount, which for 2002 and 2003 shall be ***, (the "Base
Fee"). The Base Fee shall then be adjusted for actual volumes
processed in the year versus base line volumes assumed and
included within the Base Fee amount as set forth on
Attachment 2. Any difference between the base line volumes and
the actual volumes for any metric will be multiplied by the
variable unit price for that metric as set forth on Attachment
2 and then the aggregate adjustment computed shall be added to
or subtracted from (as the case may be) the Base Fee amount to
compute the Annual Fee which is due from Publisher to RHD.
b. Price Adjustments. In addition to the volume adjustments set
forth above, in computing the Annual Fee, the Base Fee amount
and variable unit prices listed in Attachment 2 shall be
adjusted each year as follows:
***
CPI shall mean the Consumer Price Index for Southeast Urban Region for the
preceding full calendar year as published by the United States Bureau of Labor
Statistics ("BLS"), but for purposes of this Agreement shall not exceed ***% in
any given year.
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 16 of 31
15. PRICING (con't)
Publishing Rebate: Beginning in 2002 and each year thereafter during the term of
this Agreement, Publisher shall be entitled to receive a $*** discount from the
Annual Fee computed above, resulting in an aggregate discount of $*** over the
term of this Agreement. If Publisher so notifies RHD in writing by June 1, 0000,
XXX will promptly credit to Publisher the aggregate $*** discount and ratably
reduce each remaining monthly invoice under Section 17 during the remainder of
2002. Failing such written notification, the discount will be applied by RHD
annually as part of the year-end "true up" process under Section 17.
16. WORK REQUEST PROCESS
Any services requested by Publisher not expressly set forth herein or
changes to the services from those provided as of the effective date of
this Agreement shall be subject to the Work Request Process. The Work
Request Process presently in effect will continue in effect and the
Parties may modify the Work Request Process from time to time as
mutually agreed. The following provisions shall apply to the Work
Request Process.
a. Publisher shall submit Work Request Forms (WRF's) classified
into Tiers 1 through 4. WRF's will be responded to in writing
by RHD as follows: (i) Tier 1 - within *** full business days;
Tier 2 - within *** full working days; and Tiers 3 and 4-
within *** full working days, in each case, after receipt from
Publisher, and will set forth all applicable conditions and
pricing terms.
b. WRF's deemed as "complex" by RHD in its reasonable judgment
will be responded to in writing by RHD within *** full
business days from receipt from Publisher and will set forth
all applicable conditions and pricing terms.
c. RHD will advise Publisher within *** business days if request
is deemed "complex".
d. Both Parties acknowledge that at times, very large initiatives
may be deemed as "extremely complex" and WRF response
turnaround will be determined mutually by both Parties.
e. Publisher will promptly address and respond to any business
questions generated by RHD which directly impact the accurate
and timely completion of a WRF response by RHD.
f. The time taken by Publisher to address and respond to RHD
inquiries will not be counted against the RHD turnaround
metrics.
g. All estimates and terms set forth within RHD's Work Request
responses will be valid only for *** days from the response
date to the Publisher, unless another time frame is specified
within the WRF response.
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 17 of 31
16. WORK REQUEST PROCESS (con't)
h. If Publisher approval is not received within *** days,
Publisher acknowledges that RHD may require a re-evaluation of
system and business impacts, which may alter the WRF response
terms accordingly.
i. RHD will provide a high-level WRF response based upon the
initial Publisher requirements. If at any time, RHD determines
that the actual cost will be in excess of ***% over the
initial estimate, or that other terms of the response will be
materially different, RHD will promptly notify Publisher in
order to obtain approval to continue with work request under
the revised terms.
j. Publisher acknowledges that any changes to WRF requirements
after initial approval and commencement of work by RHD may
impact the cost and other terms of the WRF.
k. Publisher shall reimburse RHD for any incurred costs if a WRF
is withdrawn or cancelled after initial approval by the
Publisher.
l. RHD will provide Publisher an invoice for each calendar
quarter by the 30th of the following month for any costs
related to WRF's or other additional activity not covered by
the Annual Fee.
m. Beginning in 2002 and each year thereafter during the term of
this Agreement, Publisher shall be entitled to receive a
$*** credit against aggregate annual Work Request Process
fees, regardless of whether such fees arise under this
Agreement or the Agreement for Non-Publishing Applications and
Support Services or the Agreement for Billing Services, each
dated the date hereof. The annual credit will be applied as
follows: $*** credit applied against each quarterly WRF
invoice rendered by RHD to Publisher, with any unused credit
carried forward to the next quarterly invoice, but in no event
shall any unused credit be carried over to the next calendar
year.
17. INVOICES AND PAYMENT
Based upon Publisher's estimates provided pursuant to Section 14 of this
Agreement, by January 1 of each year during the term of this Agreement, RHD will
provide to Publisher a projection of an estimated Annual Fee and any additional
mutually agreed upon costs for which RHD is entitled to reimbursement (the
"Annual Price") for the ensuing year. On the thirtieth of each month, Publisher
will pay to RHD by bank wire transfer one-twelfth (1/12th) of the Annual Price.
By February 15 of the following year, RHD will issue a "true-up" report
identifying the actual Annual Price for that year. RHD will submit a final
invoice for reimbursement or credit which will reflect any differences between
the actual Annual Price and the estimated Annual Price identified by the "true
up" report.
Invoices for costs to which RHD is entitled to reimbursement that are not
included in the estimated Annual Price shall be submitted by either mail,
facsimile, or electronic transfer, as shall be mutually agreed by the Parties,
to Publisher. Publisher shall pay such invoices within forty-five (45) days of
receipt.
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***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 18 of 31
18. TERMINATION
In the event Publisher decides to terminate this Agreement on the Termination
Date, Publisher will provide prior notice of its intention to terminate to RHD
in writing prior to June 30, 2007, and will propose a transition plan (the
"Transition Plan") to be mutually agreed upon by the Parties. The Parties agree
to use their reasonable best efforts and to reasonably cooperate in order to
agree on an acceptable Transition Plan. Either Party may terminate this
Agreement before the Termination Date in the event of a material breach by the
other Party. In order to terminate for material breach, the non-breaching Party
must give the breaching Party written notice identifying the purported breach in
reasonable detail and requesting that the breach be cured (the "Cure Notice").
If the breaching Party fails to cure the breach within sixty (60) days of
receipt of the Cure Notice, the other Party shall have the right to terminate
this Agreement, effective upon seven (7) days prior written notice to the
breaching Party (the "Terminating Notice"); provided, however that if such
breach cannot reasonably be cured within sixty (60) days of receipt of the Cure
Notice, the same shall not constitute a failure to cure hereunder if the Parties
mutually agree upon a written plan to cure the breach and the breaching Party
continues to perform in accordance with the written plan of cure.
Upon termination of this contract, RHD will transfer to Publisher all digital
files, Photo Mechanical Transmissions or other representation of display,
trademark or in-column ads, contract listing data paid for by Publisher and any
other printed material. This transfer will be in a manner and format mutually
agreed upon by the Parties, and will enable Publisher (assuming Publisher has
systems comparable to or compatible with those used by RHD) to regenerate the
digital files sent to the printer by RHD for the latest issue of each Directory
and to generate the next issue of each Directory. This transfer will be executed
according to the Transition Plan. The Transition Plan will forecast the
reasonable expenses to be incurred by RHD in connection with this transfer and
other aspects of the Transition Plan, and Publisher will reimburse all such
reasonable expenses of RHD.
19. WARRANTY
RHD warrants that the services furnished hereunder will be free from defects in
workmanship and will conform to the specifications and standards set forth
herein, and as otherwise mutually agreed by the Parties. RHD also warrants that
the services will be performed in a workmanlike manner, consistent with industry
standards. All warranties shall survive inspection, acceptance, and payment.
Agreement No. Aas-463-A
Page 19 of 31
20. NEW DEVELOPMENTS & INNOVATION
RHD agrees to use reasonable efforts to keep abreast of major developments in
the compilation, composition, graphic arts, and data processing industries
(e.g., new methods, processes, equipment, etc.) and to advise Publisher of any
that might affect the production of end products. RHD agrees to examine
reasonable Publisher ideas and RHD may present Publisher with innovative
proposals to increase efficiency and improve processes.
21. ASSIGNMENT
Except where expressly permitted by this Agreement, neither Party will assign
any right or interest under this Agreement (excepting monies due or to become
due) nor delegate any work or other obligation to be performed under the
Agreement without the other Party's prior written consent, which shall not be
unreasonably withheld. Any attempted assignment or delegation in contravention
of the above provisions will be void and ineffective. Any assignment of monies
will be void and ineffective to the extent that (1) the assigning Party will not
have given the non-assigning Party prior written notice of such assignments and
(2) such assignment attempts to impose upon the non-assigning Party obligations
to the assignee additional to the payment of such monies, or to preclude the
non-assigning Party from dealing solely and directly with the assigning Party in
all matters pertaining to this Agreement including the negotiation of amendments
or settlements of amounts due. Notwithstanding the foregoing, assignments of
this Agreement, or the obligations or rights contained in it, to a parent or
affiliate of either Party shall be permitted without the requirement of consent
by the other Party to this Agreement.
22. BANKRUPTCY
Either Party may terminate this Agreement and any or all orders placed hereunder
by notice in writing in the event that (i) the other makes an assignment for the
benefit of creditors; or (ii) the other admits in writing inability to pay debts
as they mature; or (iii) the other, or any substantial part of the other's
assets, comes under the control of a trustee or other receiver appointed by any
court; or (iv) a proceeding is instituted under any provision of the Federal
Bankruptcy Code by the other and is not dismissed within sixty (60) days or
results in an adjudication in bankruptcy. In the event of bankruptcy by RHD, all
property of Publisher in RHD's possession will be returned to Publisher
immediately upon request.
23. ARBITRATION
The Parties shall submit all disputes, except those disputes that include a
demand for emergency equitable relief, arising out of this Agreement, to binding
arbitration in accordance with the Commercial Rules of the American Arbitration
Association ("AAA") then in effect. Unless otherwise agreed by the Parties, the
dispute shall be resolved by the AAA within sixty (60) days of submission, and
the AAA shall be informed of the sixty (60) day resolution requirement when the
submission is made to the AAA. Judgment on the award may be entered in any court
having jurisdiction. The location of the arbitration proceeding shall be in the
greater metropolitan area of Chicago, Illinois. Any court action including a
demand for emergency equitable relief shall be brought in a court of competent
jurisdiction in the State of Illinois.
Agreement No. Aas-463-A
Page 20 of 31
24. GOVERNING LAW
This Agreement shall be deemed to have been executed and delivered within the
State of Illinois, and shall in all respects be interpreted, enforced and
governed by the laws of the State of Illinois, irrespective of choice of law
principles to the contrary.
25. COMPLIANCE WITH LAWS
Each Party and all employees and agents of the Parties shall comply with all
applicable federal, state and local laws, ordinances, rules, regulations and
codes, including but not limited to the procurement of permits, certificates and
licenses when needed, in the performance of this Agreement. Each Party shall
indemnify and hold the other party harmless against any loss, damage or
liability that may be sustained by reason of its failure to comply with such
federal, state and local laws, regulations and codes.
26. FORCE MAJEURE
If any Party is prevented from performing any of its obligations under this
Agreement because of any act of God, lockout, strike or other labor dispute,
riot or civil commotion, act of public enemy, law, order or act of government,
whether federal, state or local, or other similar event beyond the Party's
control (a "Force Majeure Event"), then that Party will be excused from
performing any of its obligations which are so prevented. However, the Party so
excused is responsible for performing those obligations of which it had been
relieved due to the Force Majeure Event as soon as the Force Majeure Event has
ceased to prevent the Party's performance.
If a Force Majeure Event excuses RHD from performing its duties under this
Agreement, Publisher may procure substitute performance; immediately upon RHD's
providing notice that the Force Majeure Event has ended, however, RHD is
entitled to resume performance under this Agreement.
27. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
RHD agrees to defend, at RHD's expense, all suits against Publisher for
infringement of any patent, trademark, copyright, trade secret, or any other
proprietary right, by any third party relating to services provided by RHD under
this Agreement, except infringement arising from adherence to copy, contracts,
specifications or drawings which RHD is or was directed by Publisher to follow,
or infringement residing in parts or supplies furnished by Publisher to RHD for
use under this Agreement (other than infringement residing in items of RHD's
design or selection). RHD will save Publisher harmless from all expense of
defending any such suit and all payments by final judgment or settlements
assessed on account of such infringement. Publisher agrees to defend, at
Publisher's expense, all suits against RHD for infringement of any patent,
trademark, copyright, trade secret, or any other proprietary right, by any third
party arising from adherence to copy, contracts, specifications or drawings
which RHD is or was directed by Publisher to follow, or infringement residing in
parts or supplies furnished by Publisher to RHD for use under this Agreement
(other than infringement residing in items of RHD's design or selection).
Publisher will save RHD harmless from all expense of defending any such suit and
from all payments by final judgment or settlements assessed on account of such
infringement. Each Party agrees to give the other prompt written notice of suits
for infringement for which the other assumes responsibility under this Agreement
and full opportunity and authority to assume the sole defense including appeals,
and, upon such other's request, and at its expense, to furnish reasonable
information and assistance available to it for such defense.
Agreement No. Aas-463-A
Page 21 of 31
28. VENDOR MANAGEMENT
a. Vendor Management Function. In order to fulfill its
obligations under the terms set forth in this Agreement, RHD
may require support from Publisher and Publisher agrees to
support RHD as necessary in the following areas:
i. Publisher may assist in making joint decisions with
RHD management on countermeasures that need to be
implemented to maintain a cost effective and quality
product.
ii. Publisher may assist RHD with clarification of Work
Requests in order to expedite the response process.
iii. Publisher shall distribute to the appropriate Parties
at RHD any Methods and Procedures documents that
could affect the accurate publication of the
directories covered by this Agreement.
iv. Publisher may provide assessment of quality and
process deficiencies and recommend solutions via RHD
Client Services.
v. At a time mutually agreeable to both Parties,
Publisher and RHD may meet periodically to review the
performance standards and metrics set forth in this
Agreement.
b. Vendor Management Staffing. In order to support these
functions, and if so desired by Publisher, the Parties will
discuss a process whereby RHD would permit up to two (2)
employees of Publisher to be located at RHD's publishing
facility. If so, RHD agrees to provide appropriate work space
and related supplies/equipment at the facility (i.e., no more
than two work stations with phones and computer and access to
fax, copiers, etc.). Notwithstanding the foregoing, any such
arrangement would not create any employer/employee
relationship between such Publisher employees and RHD.
c. Policies and Procedures. While on RHD's premises, Publisher
shall ensure that its employees comply with all of RHD's
policies and procedures, including premises security
procedures. Publisher shall conduct any inspections in a
manner that will not disrupt RHD operations. Publisher's
employees agree to abide by all RHD restrictions to access to
third-party information while on RHD's premises and will use
their best efforts to avoid viewing or obtaining information
regarding other RHD clients.
Agreement No. Aas-463-A
Page 22 of 31
29. INSURANCE
RHD will maintain, at RHD's expense and with an insurance company having a
rating of B+ or better and a Financial Size Category of VII or better, as rated
in the A.M. Best Key Rating Guide for Property and Casualty Insurance Companies,
standard fire insurance with standard extended coverage and "all risk" coverage
(or equivalent) on all material furnished by Publisher, including all master
information and all media. Such insurance will cover the replacement cost of
such property, including the cost of labor on such property, and the policy will
contain a provision that losses will be paid directly to Publisher or to RHD, as
the respective interests appear. If the coverage is in the form of an
endorsement, it should specify that the full amount of Publisher's loss, without
prorating, is payable to Publisher. RHD agrees that RHD, Publisher's insurer(s)
and anyone claiming by, through, under or in RHD's behalf will have no claim,
right of action or right of subrogation against Publisher based on any loss or
liability insured against under the foregoing insurance.
RHD will maintain during the term of the Agreement:
a) Workers' Compensation insurance with benefits afforded under the laws
of the state in which the Services are to be performed and Employer's
Liability insurance with minimum limits of $100,000 for Bodily
Injury-each accident, $500,000 for Bodily Injury by disease-policy
limits and $100,000 for Bodily Injury by disease-each employee.
b) Commercial General Liability insurance with minimum limits of:
$2,000,000 General Aggregate limit; $1,000,000 each occurrence
sub-limit for bodily injury or property damage incurred in any one
occurrence sub-limit for bodily injury or property damage incurred in
any one occurrence; $1,000,000 each occurrence sub-limit for Personal
Injury and Advertising; $2,000,000 Products/Completed Operations
Aggregate limit, with a $1,000,000 each occurrence sub-limit for
Products/Completed Operations. Fire Legal Liability sublimits of
$300,000 are required for lease agreements.
c) If use of a motor vehicle is required, Automobile Liability insurance
with minimum limits of $1,000,000 combined single limits per occurrence
for bodily injury and property damage, which coverage shall extend to
all owned, hired and non-owned vehicles.
Upon request by Publisher, RHD will furnish work certificates or adequate proof
of the foregoing insurance. The type and amount of insurance may be amended
periodically by Publisher, subject to the mutual agreement of RHD. Certificates
furnished by RHD will contain a clause stating that Publisher is to be notified
in writing at least thirty (30) days prior to any change in the amount of
coverage of this insurance coverage, change in the types of coverage of this
insurance coverage or cancellation of this insurance coverage. The cancellation
clause on the certificate of insurance will be amended to read as follows:
"THE ISSUING COMPANY WILL USE ITS REASONABLE BEST EFFORTS TO MAIL 30 DAYS
WRITTEN NOTICE TO THE CERTIFICATE HOLDER PRIOR TOANY CHANGE IN THE AMOUNT OF
COVERAGE OF THIS INSURANCE COVERAGE, CHANGE IN THE TYPE OF COVERAGE OF THIS
INSURANCE COVERAGE OR CANCELLATION OF THE INSURANCE COVERAGE PROVIDED IN THE
POLICY DESCRIBED ABOVE."
Agreement No. Aas-463-A
Page 23 of 31
30. LICENSES
No licenses, express or implied, under any patents, trademarks or copyright, are
granted by either Party hereunder.
31. OWNERSHIP AND USE OF INFORMATION
All materials furnished to RHD by Publisher, other than software owned or
licensed by RHD, in written, printed, graphic, or other form, remains
Publisher's property. RHD shall keep such materials confidential, and RHD shall
return the materials to Publisher at Publisher's request. RHD agrees that such
information shall be used solely for the purposes set forth in this Agreement
and that RHD shall not use or permit others to use information or any part
thereof, printed or otherwise, for any other purpose, unless agreed in writing
by Publisher.
32. PROTECTION OF INFORMATION
Notwithstanding the provision entitled "Force Majeure," as set forth herein, it
shall be RHD's responsibility to institute reasonable procedures to protect
Publisher's information. Should any information in graphic or machine readable
form owned or furnished by Publisher under this Agreement be rendered unusable
or irretrievable as a result of action or inaction on RHD's part, RHD agrees to
use its best efforts to reconstruct the information to the condition previously
existing at no charge to Publisher. Publisher will furnish RHD with source
documents or other input data available for such reconstruction. RHD agrees to
retain sufficient back-up of the systems and data used or generated in
connection with this Agreement.
33. RISK OF LOSS
RHD will institute procedures to protect Publisher's information.
Notwithstanding the Section entitled "Force Majeure," if any information in
graphic or machine readable form, owned or furnished by Publisher under this
Agreement, is lost, damaged or rendered unusable or irretrievable while the
information is in RHD's possession or under RHD's direction and control, RHD
will use its best efforts to reconstruct the information to the condition
previously existing at no charge to Publisher within a reasonable time.
Publisher will furnish RHD with source documents or other input data available
for such reconstruction. In the event RHD cannot reconstruct such information in
a reasonable time period, or should such input data be unavailable, RHD shall
reimburse Publisher for its reasonable costs to reconstruct the information, the
amount to be agreed upon by the Parties. In no event shall RHD's liability
extend to any consequential, special or incidental damages.
Agreement No. Aas-463-A
Page 24 of 31
34. SECURITY REVIEW
RHD will permit Publisher to review RHD's methods and procedures for keeping
confidential all information furnished by Publisher, including master
information, processing media, products, and other material containing
information falling within the Section entitled "Ownership and Use of
Information." RHD further agrees that RHD will comply with all of Publisher's
reasonable requirements for security resulting from such review. Publisher's
corporate security shall have the right upon reasonable notice and during RHD's
normal business hours to inspect security at RHD's premises. Publisher shall
conduct such inspections in a manner that will not disrupt RHD's business
operations or jeopardize the confidentiality of third-party information. Such
right to inspection shall not include the right to stop, interfere with, or
otherwise disrupt the activities of RHD or examine the materials of any entity
other than Publisher, which may reside with RHD.
35. SHIPPING
Shipments of any finished or unfinished material(s) to points other than between
RHD's publishing/graphics facilities and Publisher's facilities shall be made
only upon specific orders and in accordance with routing instructions furnished
by Publisher. Transportation and related insurance charges, unless otherwise
provided herein, shall be prepaid by RHD and invoiced to Publisher as a separate
item. Shipment of finished pages from RHD to Publisher's printer(s) shall be
sent for overnight delivery with a vendor that can effectively trace shipments.
RHD will not charge Publisher for shipment of pages to Publisher's printer(s)
that require same day delivery due to page corrections or any other circumstance
required to complete the manufacturing process of directories.
36. SUPPLIER'S INFORMATION
All RHD specifications, drawings, sketches, models, samples, listings, master
information, and products or data, written, oral or otherwise, including any
software and software documentation furnished by RHD to Publisher hereunder, or
in contemplation hereof, shall be considered by Publisher to be confidential or
proprietary.
37. TAX
Federal Manufacturer's and Retailer's Excise, State or Municipal Sales and Use
Taxes, when applicable, shall be paid by RHD and billed to Publisher as separate
items.
RHD agrees to pay, and to hold Publisher harmless from and against, any penalty,
interest, additional tax or other charge that may be levied or assessed as a
result of RHD's delay or failure, for any reason, to pay any tax or file any
return or information required by law, rule or regulation or by this Agreement
to be paid or filed by RHD.
Agreement No. Aas-463-A
Page 25 of 31
38. WORKING DAYS
References to number of days and prices set forth in the Agreement are based on
the number of working days which are calendar days less the number of Saturdays,
Sundays, holidays, and other days observed as non-working days by either Party
in its business operations. Annually by the end of the first calendar quarter,
RHD will provide Publisher with a written list of RHD's non-working days for the
subsequent year, and Publisher will provide RHD with a written list of
Publisher's non-working days for the subsequent year.
39. RECORDS AND AUDIT
RHD shall maintain accurate and complete records of all matters which relate to
RHD's obligations hereunder. Any financial records shall be maintained in
accordance with generally accepted accounting principles and practices,
uniformly and consistently applied, so that they may be readily audited. Upon
reasonable advance written notice, Publisher shall have the right to audit RHD's
books and records during normal business hours insofar as they pertain to work
performed under this Agreement. All payments, if any, made under this Agreement
shall be subject to final adjustment as determined by such audit(s). Unless
otherwise provided in this Agreement, RHD shall retain all such records for a
period not less than three (3) years from the date of final payment to which
such records relates.
40. EMPLOYMENT STATUS
RHD and Publisher are independent contracting parties and nothing in this
Agreement will make either Party the agent or legal representative of other for
any purpose whatsoever, nor does it grant either Party any authority to assume
or to create any obligation on behalf of or in the name of the other. In
addition, Publisher will not withhold taxes or other sums from the compensation
owed RHD under this Agreement, nor will RHD or its employees be eligible to
participate in Publisher's employee benefit plans.
41. LIMITATION OF LIABILITY AND INDEMNIFICATION
a. Each Party shall reimburse the other Party for reasonable
costs incurred as a result of the other Party's failure to
adhere to the provisions of this Agreement. In no event will
either Party be liable to the other Party for the other
Party's loss of profits, or for any indirect, special,
consequential or incidental damages incurred by the other
Party arising out of this Agreement or any breach of this
Agreement or the rendition of services hereunder or the
Agreement No. Aas-463-A
Page 26 of 31
41. LIMITATION OF LIABILITY AND INDEMNIFICATION (con't)
late delivery or non-delivery of material hereunder,
regardless of any notice of such damages or the potential for
such damages.
b. In addition to the indemnification provided for in the
"Infringement of Intellectual Property Rights," Section 27,
unless caused by the negligence of the other party, each party
shall indemnify and hold the other harmless from any
third-party claim, demand or action or expense, including
reasonable attorneys' fees, arising out of or in connection
with:
i. such party's breach of its obligations under this
Agreement;
ii. Any injury or damage to person or property caused by
the acts or omissions of such party, its agents or
servants;
iii. Any claims and/or lawsuits made by reason of any
errors or omissions in directories caused by such
party; and
iv. Any personal injury by an agent or employee of such
party subject to workers' compensation or similar
laws.
With respect to matters described in Section 41(b)(iii) above, it is expressly
understood that such party's liability for any single occurrence shall not
exceed three times the yearly contract amount for the advertising item that is
the subject matter of the claim or lawsuit and shall not exceed $250,000 in the
aggregate for all such occurrences in any calendar year.
Each party agrees to notify the other party within a reasonable time of any
written claims or demands against that party for which that party may be
responsible under this Section.
42. NON-WAIVER
The failure of either Party at any time to require performance by the other
Party of any provision of this Agreement will in no way affect the right to
require such performance at any time thereafter nor will the waiver of either
Party of a breach of any provision constitute a waiver of any succeeding breach
of the same or any other provision.
Agreement No. Aas-463-A
Page 27 of 31
43. CONFIDENTIALITY
The Parties agree to keep and cause their employees to keep the existence of
this Agreement and the nature of the Parties' obligations hereunder strictly
confidential and not to disclose any information with respect hereto to any
third party or entity, except as may be necessary and required in conducting the
business of either of the Parties or as required by law.
In connection with the work performed under this Agreement, each Party may
provide the other with certain confidential or proprietary information
("Confidential Information"), the disclosure of which would seriously and
irreparably harm the providing Party. Accordingly, each Party agrees for all
time:
a) To use Confidential Information only for the purpose of this
Agreement;
b) To treat Confidential Information with the same degree of care
as it gives its own confidential information;
c) To limit access to Confidential Information only to those
employees having a need to know under this Agreement;
d) To require all employees having access to Confidential
Information to acknowledge their responsibilities under this
Agreement in writing;
e) To return all Confidential Information at the conclusion of
the work or earlier upon request of the furnishing party.
Each Party agrees that, in addition to other remedies, the providing Party is
entitled to injunctive relief to prevent an actual or threatened disclosure of
Confidential Information.
The Parties shall not be obligated to maintain the confidentiality of
Confidential Information which is or becomes public knowledge other than through
breach of this Agreement, or Confidential Information which is independently
developed, or lawfully furnished, by a third party.
44. NOTICES
Unless otherwise specified in this Agreement, any notice required or permitted
under this Agreement shall be in writing given by certified or registered mail,
facsimile or overnight courier service to the Parties as follows:
Agreement No. Aas-463-A
Page 28 of 31
44. NOTICES (con't)
RHD: Xxxxxx Xxxxxxx
Vice President - Publishing and Information Technology
X.X. Xxxxxxxxx Inc.
0000 Xxxxxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000-0000
Fax Number: (000) 000-0000
Publisher: Xxxxx X. Xxxxxx
Vice President - Publishing
SBC Directory Operations
One SBC Center, Room 4206
000 Xxxxxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000
Fax Number: (000) 000-0000
with a copy to each of:
SBC Directory Operations
Attention: General Attorney
Room 3600
One SBC Center
000 Xxxxxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000
Fax Number: (000) 000-0000
X. X. Xxxxxxxxx Corporation
Xxx Xxxxxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: General Counsel
Fax No.: (000) 000-0000
45. HEADINGS AND CAPTIONS
The headings and captions herein are provided for reference and convenience only
and shall not be considered part of this Agreement and shall not be employed in
the construction of this Agreement.
Agreement No. Aas-463-A
Page 29 of 31
46. ENTIRE AGREEMENT; SEVERABILITY
This Agreement, including all Attachments and subordinate documents attached to
or referenced in this Agreement, shall constitute the entire agreement between
RHD and Publisher and shall not be modified or rescinded, except by a written
amendment signed by RHD and Publisher. The provisions of this Agreement shall
supersede all prior oral and written quotations, communications, agreements and
understandings of the parties in respect of the subject matter of this
Agreement. If any term of this Agreement is invalid or unenforceable under any
statute, regulation, ordinance, executive order or other rule of law, such term
will be deemed reformed or deleted, but only to the extent necessary to comply
with such statute, regulation, ordinance, order or rule, and the remaining
provisions of this Agreement will remain in full force and effect.
47. AMENDMENTS
No provision of this Agreement shall be deemed waived, amended or modified by
either party, unless such waiver, amendment or modification is in writing and
signed by the authorized representative of the party against whom it is sought
to enforce such waiver, amendment or modification.
48. CONFLICT OF INTEREST
Each party represents and warrants that no officer, director, employee or agent
of the other has been or will be employed, retained, paid a fee, or otherwise
has received or will receive any personal compensation or consideration by or
from such party or any of such party's officers, directors, employees or agents
in connection with obtaining, arranging or negotiating this Agreement or other
documents entered into or executed in connection herewith.
49. ATTACHMENTS
Attachments 1 and 2 are the only attachments hereto, as such may be amended from
time to time in accordance with the terms hereof, and are expressly made a part
of this Agreement.
50. NO THIRD PARTY BENEFICIARIES
Except as otherwise provided in this Agreement, the provisions of this Agreement
shall be binding upon, and enforceable solely by, each Party and their
respective successors and permitted assigns, and not by or for any other person.
51. NOTICE OF DELAYS
Whenever any actual or potential cause delays or threatens to delay RHD's
performance hereunder, RHD shall promptly so notify Publisher in writing. Such
notice shall include all relevant information concerning the actual or potential
cause of the delay and its background. During the period such actual or
potential cause exists, RHD shall keep Publisher advised of its effect on RHD's
performance and of the measures being taken to remove it. RHD's giving of this
notice shall not relieve it of liability for delay in performance, unless the
delay is attributable to Publisher or its agents, or otherwise excused under
this Agreement.
Agreement No. Aas-463-A
Page 30 of 31
52. PUBLICITY
RHD shall submit to Publisher all advertising, sales promotion and other
publicity relating to the subject matter of this Agreement wherein Publisher's
or a Publisher affiliate's name or names are mentioned, or language, signs,
markings or symbols are used from which the connection of Publisher's or its
affiliate's name or names therewith may, in Publisher's reasonable judgment, be
reasonably inferred or implied. RHD shall not publish or use such advertising,
sales promotion or publicity materials without Publisher's prior written
approval, which shall not unreasonably be withheld.
53. REMEDIES CUMULATIVE
Any rights of cancellation, termination or other remedies prescribed in this
Agreement are cumulative and are not intended to be exclusive of any other
remedies to which the injured party may be entitled at law or equity (including
but not limited to the remedies of specific performance and cover) in case of
any breach or threatened breach by the other party of any provision of this
Agreement, unless such other remedies which are not prescribed in this Agreement
are specifically limited or excluded by this Agreement. The use of one or more
available remedies shall not bar the use of any other remedy for the purpose of
enforcing the provisions of this Agreement; provided, however, that a party
shall not be entitled to retain the benefit of inconsistent or duplicative
remedies.
54. TITLE
All plans for or actual pictures, artboards, graphics and other concepts, ideas,
reports, information or materials or documents prepared, purchased or furnished
by RHD on Publisher's behalf and paid for or subject to payment by Publisher
shall be deemed "works made for hire" to the extent permitted by applicable law
and, as between the Parties, shall remain the exclusive property of Publisher.
As between the parties, the Publisher shall have all rights thereto, including,
but not limited to, copyright and right to use, in whole or in part, in any
manner whatsoever. RHD makes no representation as to Publisher's ownership or
rights therein, and cautions that vendors or advertisers may have superior
rights to those of Publisher. If such property is in the possession of RHD, it
will be surrendered to Publisher at any time upon request. If such property is
in the possession of RHD's supplier, RHD shall obtain such property for
Publisher upon Publisher's request.
55. SURVIVAL OF OBLIGATIONS
Each Party's obligations under this Agreement which by their nature would need
to continue beyond the termination, cancellation or expiration of this
Agreement, shall survive termination, cancellation or expiration of this
Agreement.
Agreement No. Aas-463-A
Page 31 of 31
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first indicated above.
(SPACE INTENTIONALLY LEFT BLANK)
X. X. XXXXXXXXX INC. AMERITECH PUBLISHING INC.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------- -----------------------------
Printed Name: Xxxxxx Xxxxxxx Printed Name: Xxxxx X. Xxxxxxxx.
-------------------- ------------------
Title: Vice President Title: Group President - SBC
---------------------------- -------------------------
Agreement No. Aas-463-A
Page 1 of 12
ATTACHMENT 1
2002 DIRECTORY LIST
SORTED BY CLIENT
REGION/ YP NYPS
BUSINESS MARKET DIRECTORY DIRECTORY
UNIT DIRECTORY CODE CODE CODE ISSUE # COL
------------------------------------------------------------------------------------------
AAS/SBCDO ALGONQUIN (MH) ALG 018070 10/02 4
AAS/SBCDO XXXXX (ME) ALT 018203 12/02 5
AAS/SBCDO ARLINGTON HTS+ (NOW) ARL 018287 12/02 5
AAS/SBCDO ASHBURN (NEI) ASN 018312 08/02 3
AAS/SBCDO AURORA+ (FV) AUR 018337 02/02 4
AAS/SBCDO AUSTIN (NEI) AUN 018345 08/02 3
AAS/SBCDO BARRINGTON (NOW) BAR 018370 12/02 5
AAS/SBCDO XXXXXXXX (NOW) BLT 018387 12/02 5
AAS/SBCDO BEARDSTOWN BEA 018403 12/02 2
AAS/SBCDO BELLEVILLE+ (ME) BLV 018420 12/02 6
AAS/SBCDO BELMONT-CRAGIN (NEI) BCN 018430 08/02 3
AAS/SBCDO BENSENVILLE (FW) BNS 018453 08/02 5
AAS/SBCDO XXXXXXX (NEI) BYN 018461 08/02 3
AAS/SBCDO BIG ROCK (FV) BRK 018470 02/02 4
AAS/SBCDO BLOOMINGDALE (FW) BDL 018471 08/02 5
AAS/SBCDO BLUE ISLAND (SO) BLI 018503 10/02 6
AAS/SBCDO BRIDGEPORT (NEI) BRN 018526 08/02 3
AAS/SBCDO BRIGHTON PARK (NEI) BPN 018537 08/02 3
AAS/SBCDO BRIGHTON PARK-SPANISH (NEI) BPS 100408 08/02 3
AAS/SBCDO BUFFALO GR/WHEELING (NOW) WHL 021947 12/02 5
AAS/SBCDO XXXXXx (XX) XXX 000000 00/00 0
XXX/XXXXX XXXXXXX XXXXx (XX) CCY 018582 12/02 5
AAS/SBCDO CANTON CTN 018603 02/02 4
AAS/SBCDO XXXX (MH) CAR 018703 10/02 4
AAS/SBCDO CHAIN O'LAKES (FN) ANT 018766 04/02 5
AAS/SBCDO XXXXXXXXX XXX 000000 00/00 0
XXX/XXXXX XXXXXXX (XXX) CHN 018833 08/02 3
AAS/SBCDO CHICAGO ALPHA CGA 018888 02/02
AAS/SBCDO CHICAGO BTB CGC 018888 12/02 5
AAS/SBCDO CHICAGO CONSUMER CGB 018887 02/02 5
AAS/SBCDO CHICAGO HEIGHTS (SO) CHH 018987 10/02 6
AAS/SBCDO CHICAGO/LOOP DWNTN (NEI) VIS 018889 08/02 3
Agreement No. Aas-463-A
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2002 DIRECTORY LIST
SORTED BY CLIENT
REGION/ YP NYPS
BUSINESS MARKET DIRECTORY DIRECTORY
UNIT DIRECTORY CODE CODE CODE ISSUE # COL
--------------------------------------------------------------------------------
AAS/SBCDO CICERO/RIVERSIDE+ (NEW) CIC 019027 11/02 5
AAS/SBCDO CLINTON COUNTY (ME) CLC 019060 12/02 5
AAS/SBCDO COLLINSVILLE (ME) COL 019067 12/02 5
AAS/SBCDO CRETE (SO) CRE 019083 10/02 5
AAS/SBCDO CROWN POINT (NWI) CRP 022770 12/02 5
AAS/SBCDO CRYSTAL LAKE (MH) CRY 019100 10/02 4
AAS/SBCDO DANVILLE XXX 019133 08/02 4
AAS/SBCDO DARIEN (FW) DAR 019138 08/02 5
AAS/SBCDO DECATUR DEC 019150 00/00 0
XXX/XXXXX XXXXXXXXX (XX) DEE 019167 06/02 5
AAS/SBCDO DELAVAN DVA 019200 00/00 0
XXX/XXXXX XXXXXXX XXXXX (XX) DOW 019267 08/02 5
AAS/SBCDO DUNDEE (FNW) DUN 019283 02/02 4
AAS/SBCDO XXXXXX (MR) DWT 019300 06/02 4
AAS/SBCDO EAST CHICAGO+ (NWI) ECH 022887 00/00 0
XXX/XXXXX XXXX XX XXXXX (XX) ESL 019333 12/02 5
AAS/SBCDO EDWARDSVILLE (ME) XXX 019360 12/02 6
AAS/SBCDO ELBURN (FV) ELB 019383 02/02 4
AAS/SBCDO ELGIN+ (FNW) ELG 019400 02/02 4
AAS/SBCDO ELK GROVE VILLAGE (NOW) EGV 019405 12/02 5
AAS/SBCDO ELMHURST (FW) ELM 019417 08/02 5
AAS/SBCDO ENGLEWOOD (NEI) ENN 019442 00/00 0
XXX/XXXXX XXXXXXXX (XX) EVA 019450 06/02 5
AAS/SBCDO EVERGREEN PARK+ (SO) EVP 019467 10/02 5
AAS/SBCDO XXXXXXX FOR 019567 03/02 2
AAS/SBCDO FRANKFORT/MOKENA (SW) FRA 019583 06/02 5
AAS/SBCDO GALENA GAL 019633 01/02 2
AAS/SBCDO XXXX (NWI) GAR 023117 12/02 5
AAS/SBCDO GENEVA (FV) GEN 019700 02/02 4
AAS/SBCDO XXXXXX CITY GIB 019717 03/02 2
AAS/SBCDO XXXXXX (WT) GIL 019733 00/00 0/0
XXX/XXXXX XXXXX XXXXXx (XX) GLL 019750 08/02 5
12/21/2001
Agreement No. Aas-463-A
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REGION/ YP NYPS
BUSINESS MARKET DIRECTORY DIRECTORY
UNIT DIRECTORY CODE CODE CODE ISSUE #COL
------------------------------------------------------------------------------
AAS/SBCDO GLENVIEW (NN) GLV 019767 06/02 5
AAS/SBCDO GRANITE CITY (ME) GRA 019783 12/02 5
AAS/SBCDO GREENVILLE GRE 019817 04/02 4
AAS/SBCDO HAMMOND (NWI) HAM 023267 12/02 6
AAS/SBCDO HAMPSHIRE (FNW) HMP 019833 02/02 4
AAS/SBCDO HARVARD (MH) HVD 019867 10/02 4
AAS/SBCDO XXXXXX (SO) HAR 019883 10/02 6
AAS/SBCDO HEGEWISCH/EASTSIDE (NEI) EHN 018994 08/02 3
AAS/SBCDO HIGHLAND (NWI) HLN 023325 00/00 0
XXX/XXXXX XXXXXXXX XXXX (XX) HIG 019933 06/02 6
AAS/SBCDO HINSDALE (FW) HIN 019967 08/02 5
AAS/SBCDO HOMEWOOD (SO) HOM 019999 10/02 5
AAS/SBCDO HYDE PARK (NEI) HPN 020020 08/02 3
AAS/SBCDO ILL QUAD CITIES RKI 021242 11/02 5
AAS/SBCDO IOWA QUAD CITIES DVP 026531 11/02 5
AAS/SBCDO XXXXXXXXX XXXX (XXX) XXX 000000 00/00 0
XXX/XXXXX XXXXXXx (XX) JOL 020083 08/02 6
AAS/SBCDO KANKAKEE/MOMENCE KAN 020100 03/02 5
AAS/SBCDO LAGRANGE (NEW) LAG 020150 11/02 5
AAS/SBCDO LAKE FOREST (NN) LKF 020166 06/02 5
AAS/SBCDO LAKE VIEW (NEI) LWN 020170 00/00 0
XXX/XXXXX XXXXXXX (XX) LAN 020180 12/02 5
AAS/SBCDO LASALLE LAS 020183 08/02 4
AAS/SBCDO LEMONT (SW) LEM 020216 06/02 5
AAS/SBCDO LIBERTYVILLE+ (FN) LIB 020250 04/02 6
AAS/SBCDO LINCOLN PARK (NEI) LPN 018997 08/02 3
AAS/SBCDO XXXXXXX XXXXXX (XXX) XXX 000000 08/02 3
AAS/SBCDO XXXXX XXXXXX (XXX) XXX 000000 08/02 3
AAS/SBCDO XXXXX SQUARE-SPANISH (NEI) LSS 100407 00/00 0
XXX/XXXXX XXXXXXX-XXXXX XXXX (XX) LOM 020297 08/02 5
AAS/SBCDO XXXXXX-ST XXXX (NWI) LOW 023650 12/02 5
AAS/SBCDO MARENGO (MH) MAR 020333 10/02 4
12/21/2001
Agreement No. Aas-463-A
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2002 DIRECTORY LIST
SORTED BY CLIENT
REGION/ YP NYPS
BUSINESS MARKET DIRECTORY DIRECTORY
UNIT DIRECTORY CODE CODE CODE ISSUE # COL
----------------------------------------------------------------------------------
AAS/SBCDO MAYWOOD/WESTCHESTER (NEW) MAY 020433 11/02 5
AAS/SBCDO MCHENRY+ (MH) MCH 020450 10/02 4
AAS/SBCDO XXXXXX (MR) MOR 020666 06/02 6
AAS/SBCDO MT XXXXXX MTV 020800 00/00 0
XXX/XXXXX XXXXXXXXXX (XX) NAP 020833 08/02 5
AAS/SBCDO NASHVILLE NAS 020850 07/02 2
AAS/SBCDO XXXXXXX PARK (NEI) NRN 019003 08/02 3
AAS/SBCDO OAK PARK (NEW) OPK 020883 11/02 5
AAS/SBCDO OLIVE BRANCH (CR) OLI 020950 09/02 2
AAS/SBCDO ORLAND PARK (SO) ORL 020983 10/02 6
AAS/SBCDO PALATINE (NOW) PLA 021010 12/02 6
AAS/SBCDO XXXX XXXXX XXX 000000 08/02 6
AAS/SBCDO PEORIA-PEKIN PEO 021115 05/02 5
AAS/SBCDO QUINCY QUI 021249 10/02 4
AAS/SBCDO RIVER GROVE (NEW) RGR 021315 11/02 6
AAS/SBCDO RIVERDALE (SO) RDL 021299 10/02 5
AAS/SBCDO ROCKFORD RKF 021382 04/02 4
AAS/SBCDO XXXXXX XXXX (XXX) XXX 000000 00/00 0
XXX/XXXXX XXXXXXXX (XXX) RLN 021408 08/02 3
AAS/SBCDO SCHAUMBURG (NOW) SMG 021516 12/02 5
AAS/SBCDO SENECA (MR) SEN 021532 00/00 0
XXX/XXXXX XXXXXXx (XX) SKO 021582 06/02 6
AAS/SBCDO SOUTH SHORE (NEI) SSN 021691 08/02 3
AAS/SBCDO SPRINGFIELD SPR 021632 12/02 5
AAS/SBCDO XXXXXXXX XXX 000000 03/02 4/5
AAS/SBCDO SUMMIT (SO) SUM 021715 10/02 5
AAS/SBCDO TINLEY PARK (SO) TNL 021765 10/02 5
AAS/SBCDO VANDALIA VAN 021815 04/02 4
AAS/SBCDO WATSEKA+ (WT) WAT 021923 03/02 4/5
AAS/SBCDO WAUKEGAN (FN) WKN 021931 00/00 0
XXX/XXXXX XXXXXXXXXX (XX) WLM 021955 06/02 5
AAS/SBCDO WINNETKA (NN) WIN 021963 06/02 5
12/21/2001
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REGION/ YP NYPS
BUSINESS DIRECTORY MARKET DIRECTORY DIRECTORY
UNIT CODE CODE CODE ISSUE # COL
-------------------------------------------------------------------------------------------------------------------
AAS/SBCDO WOODSTOCK (MH) WOO 021971 10/02 4
AAS/SBCDO YORKVILLE (FV) YOR 021987 02/02 4
AAS/SBCDO ZION (FN) ZIO 021998 04/02 5
INDIANA AMERITECH (CROSS) ANDERSON, IN ADN 01/02
INDIANA AMERITECH (CROSS) ATTICA, IN 007 05/02
INDIANA AMERITECH (CROSS) AUBURN, IN 008 09/02
INDIANA AMERITECH (CROSS) BEDFORD, IN 009 11/02
INDIANA AMERITECH (CROSS) XXXXXXXXX CITY, IN 055 05/02
INDIANA AMERITECH (CROSS) BLOOMINGTON/NASHVLE, IN 011 11/02
INDIANA AMERITECH (CROSS) BLUFFTON, IN 012 09/02
INDIANA AMERITECH (CROSS) BUCK CREEK, IN 017 04/02
INDIANA AMERITECH (CROSS) CENTRAL IND BTB (INDIANPS) 137 10/02
INDIANA AMERITECH (CROSS) COLUMBUS, IN CLM 03/02 4
INDIANA AMERITECH (CROSS) CRAWFORDSVILLE, IN CFV 11/02
INDIANA AMERITECH (CROSS) CULVER, IN 032 04/02
INDIANA AMERITECH (CROSS) EVANSVILLE, IN & MIDI EVN 03/02
INDIANA AMERITECH (CROSS) FRANKFORT, IN FKF 03/02
INDIANA AMERITECH (CROSS) GREATER LAPORTE, IN 078 10/02
INDIANA AMERITECH (CROSS) XXXXX CTY-NEW CASTLE, IN 092 01/02
INDIANA AMERITECH (CROSS) HUNTINGTON, IN HNT 09/02
INDIANA AMERITECH (CROSS) INDIANAPOLIS YP, IN 059 10/02
INDIANA AMERITECH (CROSS) INDIANPS EAST SUB, IN 052 10/02
INDIANA AMERITECH (CROSS) INDIANPS NORTH SUB, IN 020 10/02
INDIANA AMERITECH (CROSS) INDIANPS SOUTH SUB, IN INS 10/02
INDIANA AMERITECH (CROSS) INDIANPS WEST SUB, IN 104 10/02
INDIANA AMERITECH (CROSS) KENDALLVILLE, IN 082 09/02
INDIANA AMERITECH (CROSS) KOKOMO, IN & MIDI K0K 03/02
INDIANA AMERITECH (CROSS) LEBANON, IN 069 10/02
INDIANA AMERITECH (CROSS) LINTON, IN 070 12/02
INDIANA AMERITECH (CROSS) MARION, IN 072 03/02
INDIANA AMERITECH (CROSS) MARTINSVILLE, IN 074 11/02
INDIANA AMERITECH (CROSS) MICHIANA-S BEND, IN & MIDI SBD 05/02
12/21/2001
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UNIT DIRECTORY CODE CODE CODE ISSUE #COL
-----------------------------------------------------------------------------------------------------------------
INDIANA AMERITECH (CROSS) MOROCCO, IN 086 04/02
INDIANA AMERITECH (CROSS) MUNCIE, IN 089 01/02
INDIANA AMERITECH (CROSS) PERU, IN 103 08/02
INDIANA AMERITECH (CROSS) XXXXX COUNTY, IN 101 03/02
INDIANA AMERITECH (CROSS) ROCKPORT, IN 105 12/02
INDIANA AMERITECH (CROSS) ROCKVILLE, IN 106 05/02
INDIANA AMERITECH (CROSS) S IN AREA-JEF/NEW ALBY, IN 061 08/02
INDIANA AMERITECH (CROSS) SHELBYVILLE, IN 113 08/02
INDIANA AMERITECH (CROSS) TELL CITY, IN TLC 12/02
INDIANA AMERITECH (CROSS) VINCENNES, IN 125 03/02
INDIANA AMERITECH (CROSS) VINCENNES, IN 125 09/02
INDIANA AMERITECH (CROSS) XXXXXXX COUNTY, IN 045 03/02
INDIANA AMERITECH (CROSS) WASHINGTON, IN WHT 03/02
INDIANA AMERITECH (CROSS) WASHINGTON, IN WHT 09/02
MICHIGAN AMERITECH (CROSS) ANN ARBOR, MI XXX 11/02
MICHIGAN AMERITECH (CROSS) BATTLE CREEK/XXXXXXXX, MI BTC 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXX XXXXXX, XX BEN 12/02
MICHIGAN AMERITECH (CROSS) CHARLEVOIX, MI XXX 00/00
MICHIGAN AMERITECH (CROSS) CHEBOYGAN, MI CHB 10/02
MICHIGAN AMERITECH (CROSS) DETROIT MULTI-CULTURAL, MI DDN 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXX, XX DET 12/02
MICHIGAN AMERITECH (CROSS) DOWNRIVER, MI DNR 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXX, XX ETA 12/02
MICHIGAN AMERITECH (CROSS) EASTSIDE, MI ECG 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXX, XX ESC 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXXX, XX FMG 08/02 0
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXX, XX FNT 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXX XXXX (FLINT), MI & MIDI FLT 12/02
MICHIGAN AMERITECH (CROSS) GRAND RAPIDS, MI & MIDI GRR 12/02
MICHIGAN AMERITECH (CROSS) GRAND TRAVERSE, MI & MIDI GTB 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXXX, XX GNV 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXX, XX HAS 10/02
12/21/2001
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MICHIGAN AMERITECH (CROSS) HOLLAND, MI HOL 06/02
MICHIGAN AMERITECH (CROSS) XXXXXXX, MI HMW 10/02
MICHIGAN AMERITECH (CROSS) IRON MOUNTAIN, MI IRM 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXX, XX JKN 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXX, XX KZO 07/02 0
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXX, XX LSG 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXXX XXXX, XX LIV 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXX, XX LVN 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXX, XX MRQ 10/02
MICHIGAN AMERITECH (CROSS) MT XXXXXXX, MI MTC 12/02
MICHIGAN AMERITECH (CROSS) NEW BUFFALO, MI NBF 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXX, XX NBY 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXX, XX NIL 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXX XXXXXXX, XX NOP 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXX XXXXXXXX, XX NWD 06/02
MICHIGAN AMERITECH (CROSS) NORTHERN MACOMB, MI NMC 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXX, XX PLY 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXX XXXXX, XX PTH 08/02 0
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXX, XX ROC 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXX, XX BCS 08/02
MICHIGAN AMERITECH (CROSS) SAULT STE XXXXX, MI SSM 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXX, XX (XXXXX PTES) GSP 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXXXXX XX BTB (DETROIT) SEA 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXXX, XX STF 06/02
MICHIGAN AMERITECH (CROSS) STERLING HEIGHTS, MI SHT 12/02 4
MICHIGAN AMERITECH (CROSS) WEST MICH LAKESHORE, MI GRH 00/00
XXXXXXXX XXXXXXXXX (XXXXX) XXXX-XXXXXXXXX, XX WNW 00/00
XXXX XXXXXXXXX (XXXXX) XXXXX, XX AKO 12/02 4
OHIO AMERITECH (CROSS) ALLIANCE, OH ALC 00/00
XXXX XXXXXXXXX (XXXXX) XXXXXX, XX CTO 06/02 4
12/21/2001
Agreement No. Aas-463-A
Page 8 of 12
2002 DIRECTORY LIST
SORTED BY CLIENT
REGION/ VP NYPS
BUSINESS MARKET DIRECTORY DIRECTORY
UNIT DIRECTORY CODE CODE CODE ISSUE # COL
----------------------------------------------------------------------------------------------------------------------
OHIO AMERITECH (CROSS) CHAGRIN, OH CHG 09/02
OHIO AMERITECH (CROSS) CLEVELAND YP, OH CLE 00/00
XXXX XXXXXXXXX (XXXXX) XXXXXXXX XX, XX CNE 12/02 0
XXXX XXXXXXXXX (XXXXX) XXXXXXXX XX, XX CUE 12/02 0
XXXX XXXXXXXXX (XXXXX) XXXXXXXX XX, XX CSE 12/02 0
XXXX XXXXXXXXX (XXXXX) XXXXXXXX XX, XX CSW 12/02 4
OHIO AMERITECH (CROSS) COLUMBUS WP/YP,OH CBS 08/02
OHIO AMERITECH (CROSS) DAYTON BTB, OH DCW 02/02 0
XXXX XXXXXXXXX (XXXXX) XXXXXX, XX & MIDI DAY 00/00
XXXX XXXXXXXXX (XXXXX) XXXXXXX XXXX XXXXX, XX EOR 10/02
OHIO AMERITECH (CROSS) EUCLID, OH EUC 09/02
OHIO AMERITECH (CROSS) GREATER SOUTHWEST, OH GSW 00/00
XXXX XXXXXXXXX (XXXXX) XXXXXXX XXXXXXX, XX FAI 09/02 4
OHIO AMERITECH (CROSS) HEIGHTS/LYNDHURST, OH HEA 09/02 4
OHIO AMERITECH (CROSS) LAKE & GEAUGA COUNTIES, OH LCA 09/02 0
XXXX XXXXXXXXX (XXXXX) XXXXXXXXX, XX LNT 12/02
OHIO AMERITECH (CROSS) MARIETTA/PARKERSBURG, OH MIE 10/02 0
XXXX XXXXXXXXX (XXXXX) XXXXXXXXX, XX MAS 00/00
XXXX XXXXXXXXX (XXXXX) XXXXXXXXXX, XX MDO 00/00
XXXX XXXXXXXXX (XXXXX) XXXXXXXXXXX, XX NEL 00/00
XXXX XXXXXXXXX (XXXXX) XXXXX XXXXXX, XX DYN 00/00
XXXX XXXXXXXXX (XXXXX) XXXXXXXXXXXX XX BTB CBB 06/02 0
XXXX XXXXXXXXX (XXXXX) XXXXXXX XXXX, XX XXX 00/00 0
XXXX XXXXXXXXX (XXXXX) XXXXXX, XX RIP 00/00
XXXX XXXXXXXXX (XXXXX) XXXXXXXX, XX SDS 10/02 0
XXXX XXXXXXXXX (XXXXX) XXXXX XXXXXX, XX DAS 00/00
XXXX XXXXXXXXX (XXXXX) XXXXXXXXX, XX SAR 00/00
XXXX XXXXXXXXX (XXXXX) XXXXXXXXXXX, XX SFD 05/02 4
OHIO AMERITECH (CROSS) STEUBENVILLE/WEIRTON, OH STV 00/00
XXXX XXXXXXXXX (XXXXX) XXXXXX, XX & MIDI TOL 11/02
OHIO AMERITECH (CROSS) WASHINGTON COURTHOUSE, OH WSH 00/00
XXXX XXXXXXXXX (XXXXX) XXXXXXXXXX, XX WIC 05/02
12/21/2001
Agreement No. Aas-463-A
Page 9 of 12
2002 DIRECTORY LIST
SORTED BY CLIENT
REGION/ YP NYPS
BUSINESS MARKET DIRECTORY DIRECTORY
UNIT DIRECTORY CODE CODE CODE ISSUE # COL
------------------------------------------------------------------------------------------------------------------------------------
OHIO AMERITECH (CROSS) XENIA, OH XEN 09/02
OHIO AMERITECH (CROSS) YOUNGSTOWN/WARREN, OH YNG 03/02 0
XXXX XXXXXXXXX (XXXXX) XXXXXXXXXX, XX ZNV 10/02 4
VERIZON-IL/IN (RECIP) ALEDO-HILLSDALE, IL ALD 10/02
VERIZON-IL/IN (RECIP) ANGOLA/STEUBN, IN ANG 09/02
VERIZON-IL/IN (RECIP) XXXX, IL XXX 12/02
VERIZON-IL/IN (RECIP) BLOOMINGTON, IL BLM 05/02
VERIZON-IL/IN (RECIP) BOURBON, IN BRB 10/02
VERIZON-IL/IN (RECIP) CARBONDALE, IL CBD 12/02
VERIZON-IL/IN (RECIP) CARMI, IL CMI 10/02
VERIZON-IL/IN (RECIP) CARROLLTON, IL CRR 07/02
VERIZON-IL/IN (RECIP) XXXXX, IL CAS 06/02
VERIZON-IL/IN (RECIP) CHILLICOTHE, IL CCH 03/02
VERIZON-IL/IN (RECIP) CLINTON, IL CLI 09/02
VERIZON-IL/IN (RECIP) CONNERSVILLE, IN CON 10/02
VERIZON-IL/IN (RECIP) DEER CREEK, IL DER 08/02
VERIZON-IL/IN (RECIP) DEKALB-XXXXXXXX, IL DEK 12/02
VERIZON-IL/IN (RECIP) DELPHI, IN DEL 06/02
VERIZON-IL/IN (RECIP) ELKHART, IN EHT 08/02
VERIZON-IL/IN (RECIP) FAIRFIELD, IL FAF 05/02
VERIZON-IL/IN (RECIP) FLORA, IL FLO 04/02
VERIZON-IL/IN (RECIP) FORT XXXXX, IN FWE 06/02
VERIZON-IL/IN (RECIP) FREEPORT-AW, IL FRP 07/02
VERIZON-IL/IN (RECIP) GOSHEN, IN GOS 08/02
VERIZON-IL/IN (RECIP) GRANVILLE, IL GVL 02/02
VERIZON-IL/IN (RECIP) GTR ST CLAIR CO, IL GSC 03/02
VERIZON-IL/IN (RECIP) XXXXXXXX, IL HMT 09/02
VERIZON-IL/IN (RECIP) HARRISBURG, IL HRB 12/02
VERIZON-IL/IN (RECIP) HARTSBURG, IL HRT 08/02
VERIZON-IL/IN (RECIP) HIGHLAND, IL HLA 08/02
VERIZON-IL/IN (RECIP) HOBART, IN HLS 08/02
VERIZON-IL/IN (RECIP) HOOPESTON/RSVL, IL HOO 12/02
VERIZON-IL/IN (RECIP) JACKSONVILLE, IL JAC 11/02
VERIZON-IL/IN (RECIP) KEWANEE, IL KEW 10/02
Agreement No. Aas-463-A
Page 10 of 12
2002 DIRECTORY LIST
SORTED BY CLIENT
REGION/ YP NYPS
BUSINESS MARKET DIRECTORY DIRECTORY
UNIT DIRECTORY CODE CODE CODE ISSUE # COL
-------------------------------------------------------------------------------------------------
VERIZON-IL/IN (RECIP) LAFAYETTE, IN LFA 12/02
VERIZON-IL/IN (RECIP) LAPORTE/MICH, IN LPO 09/02
VERIZON-IL/IN (RECIP) LAWRENCEVILLE, IL LAW 04/02
VERIZON-IL/IN (RECIP) LINCOLN, IL LNI 08/02
VERIZON-IL/IN (RECIP) LOGANSPORT, IN LOG 03/02
VERIZON-IL/IN (RECIP) LTL WABASH RVR, IL LWR 04/02
VERIZON-IL/IN (RECIP) MACOMB AREA WD, IL MCB 03/02
VERIZON-IL/IN (RECIP) MARION, IL MRI 12/02
VERIZON-IL/IN (RECIP) MARSHALL, IL MSH 08/02
VERIZON-IL/IN (RECIP) MENDOTA, IL MDT 10/02
VERIZON-IL/IN (RECIP) METROPOLIS, IL MPL 12/02
VERIZON-IL/IN (RECIP) MINONK, IL MOK 11/02
VERIZON-IL/IN (RECIP) MONTICELLO, IL MCO 04/02
VERIZON-IL/IN (RECIP) MORTON, IL MRT 02/02
VERIZON-IL/IN (RECIP) MORTON, IL MRT 02/02
VERIZON-IL/IN (RECIP) MORTON, IL MRT 12/02
VERIZON-IL/IN (RECIP) MT CARMEL, IL MCA 08/02
VERIZON-IL/IN (RECIP) MT STERLING, IL MTS 02/02
VERIZON-IL/IN (RECIP) N MANCHESTER, IN NMH 10/02
VERIZON-IL/IN (RECIP) XXXXXX, IL NEW 08/02
VERIZON-IL/IN (RECIP) XXXXXX CITY, IL NRC 12/02
VERIZON-IL/IN (RECIP) OKAWVILLE/ST XXXXXX, IL OSL 07/02
VERIZON-IL/IN (RECIP) OLNEY, IL OLN 05/02
VERIZON-IL/IN (RECIP) PARIS, IL PAS 06/02
VERIZON-IL/IN (RECIP) PAXTON, IL PAX 03/02
VERIZON-IL/IN (RECIP) PITTSFIELD, IL PTF 12/02
VERIZON-IL/IN (RECIP) PONTIAC/LVNGST, IL PON 10/02
VERIZON-IL/IN (RECIP) PORTAGE-VALPARAISO, IN VAL 09/02
VERIZON-IL/IN (RECIP) PRINCETON, IL PRI 03/02
VERIZON-IL/IN (RECIP) RANTOUL, IL RAN 12/02
VERIZON-IL/IN (RECIP) RICHMOND, IN RIC 10/02
VERIZON-IL/IN (RECIP) XXXXXXXX, IL ROB 05/02
12/21/2001
Agreement No. Aas-463-A
Page 11 of 12
2002 DIRECTORY LIST
SORTED BY CLIENT
REGION/ YP NYPS
BUSINESS MARKET DIRECTORY DIRECTORY
UNIT DIRECTORY CODE CODE CODE ISSUE # COL
---------------------------- ----------------------------- ------- --------- --------- -----
VERIZON-IL/IN (RECIP) S ILLINOIS REG, IL SIR 12/02
VERIZON-IL/IN (RECIP) XXXXXXX, IL SHD 07/02
VERIZON-IL/IN (RECIP) SPARTA, IL SPA 12/02
VERIZON-IL/IN (RECIP) STREATOR, IL STO 06/02
VERIZON-IL/IN (RECIP) XXXXXXXX, IL SUL 03/02
VERIZON-IL/IN (RECIP) TERRE HAUTE, IN TER 12/02
VERIZON-IL/IN (RECIP) TUSCOLA, IL TUS 11/02
VERIZON-IL/IN (RECIP) VIRDEN, IL VIR 10/02
VERIZON-IL/IN (RECIP) W FRANKFORT, IL WFK 12/02
VERIZON-IL/IN (RECIP) WABASH, IN WAB 06/02
VERIZON-IL/IN (RECIP) WASHINGTON, IL WAH 03/02
VERIZON-IL/IN (RECIP) WONDER LAKE, IL WNL 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXX, XX AGM 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXX XXX, XX BVD 04/02
WISCONSIN AMERITECH (CROSS) BELOIT/S BELOIT, IL BLO 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXXX, XX BLN 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXX, XX CDB 11/02
WISCONSIN AMERITECH (CROSS) EAU CLAIRE, WI ECL 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXXX, XX EVS 01/02
WISCONSIN AMERITECH (CROSS) FOND DU LAC, WI FDL 03/02
WISCONSIN AMERITECH (CROSS) FOX CITIES, WI & MIDI APP 08/02
WISCONSIN AMERITECH (CROSS) FT XXXXXXXX, WI FTA 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXX XX BTB (MILWAUKEE) MWB 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXX XXX, XX & MIDI GNB 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXX, XX HTF 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXX, XX HDS 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXXX, XX JVL 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXX, XX KNH 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXX XXXXXX, XX LGV 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXX, XX & MIDI MDN 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXX, WI MTW 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXX, XX MVE 04/02
12/21/2001
Agreement No. Aas-463-A
Page 12 of 12
2002 DIRECTORY LIST
SORTED BY CLIENT
REGION/ YP NYPS
BUSINESS MARKET DIRECTORY DIRECTORY
UNIT DIRECTORY CODE CODE CODE ISSUE # CO
------------------------------------------------------------------------------------------------------------------------
WISCONSIN AMERITECH (CROSS) MENOMONEE FALLS, WI MNF 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXX, XX MNO 08/02
WISCONSIN AMERITECH (CROSS) MILWAUKEE WP, WI MWA 08/02
WISCONSIN AMERITECH (CROSS) MILWAUKEE YP, WI MWC 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXXX, XX OCN 11/02
WISCONSIN AMERITECH (CROSS) OSHKOSH, WI OSK 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXX XXXXXXXXXX, XX PWH 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXX, XX RCN 02/02
WISCONSIN AMERITECH (CROSS) SHEBOYGAN, WI SBY 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXX XXXXX, XX SPT 05/02 0
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXX, XX SGT 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXX XXX, XX STB 04/02
WISCONSIN AMERITECH (CROSS) UNION GROVE, WI UGB 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXX, XX WTW 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXX, XX WKH 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXX XXXX, XX WTB 00/00
XXXXXXXXX XXXXXXXXX (XXXXX) XXXXXXXXXX, XX WHW 08/02
Agreement No. Aas-463-A
Page 1 of 2
ATTACHMENT 2
PRICING SCHEDULE
-------------------------------------------------------------------------------
BASE LINE 2002 VARIABLE RATE
CATEGORY VOLUMES BASE UNIT PRICES PER UNIT
-------------------------------------------------------------------------------
SERVICE ORDER PROCESSING *** *** ***
- Automated
- Manual
- TC
-------------------------------------------------------------------------------
CONTRACT PROCESSING *** *** ***
(MANUAL INSERTIONS)
- Local
- National
- Reciprocal
-------------------------------------------------------------------------------
COPY PROCESSING *** *** ***
(COPYSHEETS)
- Display
- In-column
- Process
-------------------------------------------------------------------------------
WHITE PAGE PROCESSING *** *** ***
- BFO's
-------------------------------------------------------------------------------
PAGE PRODUCTION *** *** ***
- Yellow Pages
- Index Pages
-------------------------------------------------------------------------------
REVENUE ACCOUNTING *** *** ***
(ACCOUNTS BILLED)
- Local
- National
-------------------------------------------------------------------------------
***Confidential treatment has been requested for the redacted portions of this
Exhibit, and such portions have been omitted and filed separately with the
Securities and Exchange Commission.
Agreement No. Aas-463-A
Page 2 of 2
ATTACHMENT 2
PRICING SCHEDULE
The inclusion of the Base Unit Price in the above table is for informational
purposes only and shall not be construed to suggest that, in the event the
Parties mutually agree to modify this Agreement to eliminate certain of the
specified services or to add additional volume to the specified Base Line
Volumes, the Base Fee will be adjusted based upon the Base Unit Price specified
herein. The Parties acknowledge that there are many factors, in addition to the
stated Base Unit Price, that will affect pricing of any such modification of
services or volumes. Any and all such modifications to services or volumes and
related pricing adjustments are subject to the mutual agreement of the Parties
at the time of such modifications.
Other services included in base price:
Sensitive Account Processing: Extra quality control procedures performed for
certain ads to ensure that no problems occur (e.g. for ads with past problems,
legal considerations, etc.)
Trademark Control: For accounts/ads with past trademark issues, extra quality
control procedures performed to ensure that no further problems or trademark
violations occur.
Reciprocal Copy Editing: For ads sold into Publisher's directories by publishers
other than Publisher, editing of ads to ensure compliance with Publisher's
standards.
National Billing: Processing national bills, printing invoices, sending bills to
Publisher for forwarding to CMR's, providing Publisher with invoice copies and
performing other related National Billing activities.
Specialized Billing: Billing for Street Address Directory and New Movers.
Records Management: Imaging all necessary production documents (e.g. contracts,
advertising orders, copy, credit applications/documents, proofs, etc.) digitally
into a database or by microfilm for storage of this information to support any
future requirements that may arise such as questions, claims, lawsuits, etc.
Photo Monitoring: Photographs used in ads may be leased for various time periods
and with certain restrictions. Monitoring the use of leased photos to ensure
that terms of the leases are complied with.
