Exhibit 10.1

                              PUBLISHING AGREEMENT

                                      AMONG

                            SUREWEST COMMUNICATIONS,

                               SUREWEST TELEPHONE

                                       AND

                              GATEHOUSE MEDIA, INC.

                                FEBRUARY 28, 2007

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                                TABLE OF CONTENTS

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ARTICLE I       DEFINITIONS...........................................................................     1

     Section 1.1.      General Rules of Construction..................................................     1
     Section 1.2.      Definitions....................................................................     2

ARTICLE II      TERM OF AGREEMENT.....................................................................     8
ARTICLE III     RIGHTS AND OBLIGATIONS OF PUBLISHER...................................................     8

     Section 3.1.      Publication....................................................................     8
     Section 3.2.      Premium Listings...............................................................     9
     Section 3.3.      Phone Service Pages............................................................    10
     Section 3.4.      Changes To White Pages; Courtesy Classified Listings...........................    11
     Section 3.5.      Editorial Discretion...........................................................    12
     Section 3.6.      Delivery and Distribution......................................................    12
     Section 3.7.      Rights in the Directory Products...............................................    13
     Section 3.8.      Changes in Service Areas.......................................................    13
     Section 3.9.      Open Access Termination........................................................    14
     Section 3.10.     Regulatory Change..............................................................    14
     Section 3.11.     Publishing Order...............................................................    15
     Section 3.12.     SureWest Services..............................................................    15

ARTICLE IV      RIGHTS AND OBLIGATIONS OF SUREWEST AND/OR SWT.........................................    15

     Section 4.1.      Delivery of Subscriber List Information and Subscriber Delivery Information....    15
     Section 4.2.      Official Directory Publisher Designation.......................................    17

ARTICLE V       CLAIMS, LIABILITY AND INDEMNIFICATION.................................................    18

     Section 5.1.      Listing Claims.................................................................    18
     Section 5.2.      Advertising Claims.............................................................    18
     Section 5.3.      Cooperation....................................................................    18
     Section 5.4.      Indemnification................................................................    18
     Section 5.5.      Notice and Procedures..........................................................    19
     Section 5.6.      Time Limitation................................................................    20

ARTICLE VI      TERMINATION...........................................................................    20

     Section 6.1.      Termination By Publisher.......................................................    20
     Section 6.2.      Termination By SureWest........................................................    21
     Section 6.3.      Transition Upon Termination....................................................    22
     Section 6.4.      Termination Without Prejudice..................................................    23

ARTICLE VII     OTHER DEFAULTS; LIMITATION OF LIABILITY...............................................    23

     Section 7.1.      Other Defaults.................................................................    23
     Section 7.2.      Limitation of Liability........................................................    23
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                                TABLE OF CONTENTS
                                   (continued)

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ARTICLE VIII    EXCUSED PERFORMANCE...................................................................    23

     Section 8.1.      General Force Majeure..........................................................    23
     Section 8.2.      Disaster Recovery Plan.........................................................    24

ARTICLE IX      MISCELLANEOUS.........................................................................    24

     Section 9.1.      Confidentiality................................................................    24
     Section 9.2.      Further Assurances.............................................................    24
     Section 9.3.      No Agency Right to Subcontract.................................................    24
     Section 9.4.      Governing Law; Service of Process; Jurisdiction................................    25
     Section 9.5.      Waiver of Jury Trial...........................................................    25
     Section 9.6.      Amendments; Waivers............................................................    25
     Section 9.7.      No Assignment..................................................................    25
     Section 9.8.      Notices........................................................................    26
     Section 9.9.      Entire Agreement...............................................................    26
     Section 9.10.     Severability...................................................................    26
     Section 9.11.     Headings.......................................................................    27
     Section 9.12.     Counterparts...................................................................    27
     Section 9.13.     Successors and Assigns; No Third Party Beneficiaries...........................    27
     Section 9.14.     Interpretation.................................................................    27
     Section 9.15.     Attorneys' Fees and Costs......................................................    27

EXHIBITS

3.12            Form of SureWest Services Agreement

SCHEDULES

4.1             Delivery of Subscriber List Information and Subscriber Delivery Information

1.1B            Service Areas

3.2             Premium Listings
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                              PUBLISHING AGREEMENT

         This Publishing Agreement (this "Agreement") is entered into as of
February 28, 2007, by and among SureWest Communications ("SureWest"), SureWest
Telephone ("SWT" and together with SureWest, the "SureWest Parties"), and
GateHouse Media, Inc., a Delaware corporation ("Publisher"). Capitalized terms
not otherwise defined herein shall have the meanings assigned to such terms in
Article I.

                                    RECITALS

         WHEREAS, Publisher and SureWest have entered into that certain Share
Purchase Agreement dated as of January 28, 2007 (the "Share Purchase
Agreement"), pursuant to which Publisher has agreed to purchase from SureWest,
and SureWest has agreed to sell to Publisher, all of the issued and outstanding
capital stock of SureWest Directories ("Company");

         WHEREAS, SWT has the right to offer and provide local telephone service
in the Service Areas (as defined below);

         WHEREAS, SWT is required to publish directories and deliver directories
containing listings of certain residential and business Subscribers (as defined
below) in each Service Area pursuant to (i) tariffs and (ii) laws, rules,
regulations and orders of certain Governmental Entities, in each case as the
same may be in effect from time to time (such requirements pursuant to all of
the foregoing, the "Publishing Obligation");

         WHEREAS, in connection with and furtherance of, and as consideration
for, the performance by Publisher of its obligations set forth herein, SureWest
has agreed to allow Publisher to use the Licensed Marks (as defined in the
Licensing Agreement, dated as of the date hereof, between SureWest and Publisher
(the "Licensing Agreement")) on the terms and subject to the conditions set
forth in the Licensing Agreement; and

         WHEREAS, the SureWest Parties desire that Publisher fulfill and
Publisher is willing to fulfill the Publishing Obligation on behalf of SWT, in
each case on the terms and subject to the conditions set forth herein and in the
Licensing Agreement.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants, representations, warranties and agreements herein contained, the
Parties intending to be legally bound, agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.1.   General Rules of Construction. For all purposes of this
Agreement: (i) the terms defined in this Agreement include the plural as well as
the singular; (ii) all references in this Agreement to designated "Recitals",
"Articles", "Sections" and other subdivisions are to the designated Recitals,
Articles, Sections and other subdivisions of the body of this Agreement; (iii)
pronouns of either gender or neuter include, as appropriate, the other pronoun
forms; (iv) the words "herein," "hereof' and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision; (v) "or" is not exclusive; (vi)
"including" and "includes" shall be deemed to be followed by "but not limited
to" and "but is not limited to," respectively; (vii) any definition of or
reference to any law, agreement, instrument or other document herein shall,
unless expressly stated to the contrary, be construed as referring to such law,
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified; and (viii) any definition of or reference to
any statute shall be construed as referring also to any rules and regulations
promulgated thereunder.

                                       1
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         Section 1.2.   Definitions. Capitalized terms used but not otherwise
defined in this Agreement shall have the meanings set forth in this Section 1.2:
..

         "Action" means any action, complaint, petition, investigation, suit or
other proceeding, whether administrative, civil or criminal, in law or in
equity, or before any arbitrator or Governmental Entity.

         "Activity Default Notice" has the meaning set forth in Section 6.2(d).

         "Additional Legal Requirement" means any change in any Legal
Requirement or any new or additional Legal Requirement.

         "Affiliate" means a Person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, a specified person. The term "control" (including, with correlative
meanings, the terms "controlled by" and "under common control with") means the
possession of the power to direct the management and policies of the referenced
Person through ownership of more than 50% of the voting power in the referenced
Person, through contractual arrangement or otherwise. A Person shall become an
Affiliate of a Person at such time as it obtains control of, or becomes
controlled by, or falls under common control with, such Person, and shall no
longer be an Affiliate of such Person from and after the date that it ceases to
control, be controlled by or be under common control with, such Person.

         "Agreement" has the meaning set forth in the preamble to this
Agreement.

         "Bankruptcy Code" means the United States Bankruptcy Code (11 U.S.C.
Section 101 et seq.), as amended from time to time, and any successor statute.

         "Billing Services Agreement" means the Billing Services Agreement,
dated as of the date hereof, between SureWest on behalf of certain of its
affiliates and Publisher.

         "Breach Resolution Process" has the meaning set forth in Section
6.1(a).

         "Change of Control" means: (i) an acquisition by any Person or group of
Persons of the voting stock of the referenced Person in a transaction or series
of transactions, if immediately thereafter such acquiring Person or group has,
or would have, beneficial ownership of more than fifty percent (50%) of the
combined voting power of the referenced Person's then outstanding voting stock,
including any such acquisition by way of a merger, consolidation or
reorganization (including under the Bankruptcy Code), or series of such related
transactions, involving the referenced Person, (ii) a sale, assignment or other
transfer of all or substantially all of the referenced Person's assets, or (iii)
a confirmation of any plan of reorganization or liquidation under, or sale of
assets pursuant to, the Bankruptcy Code, any out-of-court recapitalization or
reorganization transaction or exchange offer, in any case in which more than
fifty percent (50%) of such Person's outstanding equity securities are issued in
exchange for all or a significant portion of such Person's outstanding debt or
other securities, or a deed in lieu of foreclosure or any other remedy or right
at law or contract by which substantially all of such Person's equity securities
or assets are surrendered, assigned or otherwise transferred to another Person.

                                       2
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         "Claims" means any and all claims, causes of action, demands,
complaints, disputes, liabilities, obligations, losses, damages, deficiencies,
penalties, settlements, judgments, actions, proceedings and suits of whatever
kind and nature.

         "CLEC" means a competitive local exchange carrier.

         "Commercial Agreements" means this Agreement, the Non-Competition
Agreement, the Licensing Agreement, the Billing Services Agreement and the
Listings License Agreement.

         "Courtesy Classified Listing" means one appearance of a business
Subscriber's name, address and business telephone number in the classified
section of the Yellow Pages for such Subscriber's Scoped Area.

         "Default Notice" has the meaning set forth in Section 6.1(a).

         "Directory Default Notice" has the meaning set forth in Section 6.2(b).

         "Directory Product" means: (i) a telephone directory product or service
consisting principally of searchable combinations of classified product and/or
service advertisements and associated telephone listings that are delivered or
otherwise made available to telecommunications end users in tangible media
(e.g., printed paper directories, CD-ROM or DVD); (ii) an on-line product or
service that is accessible through an Internet connection or CATV system or an
equivalent video delivery system, and that offers to a telecommunications end
user substantially the same database of classified product and/or service
advertisements and related telephone listings as is made available in tangible
media, such as the combination of a stable database of advertiser information
and a related "look-up" search capability that was offered at the
"sacramento.com" web site as of the Effective Date, or (iii) an on-line product
or service that is a directory that offers to a telecommunications end user
substantially the same database of listings as are included in the white pages
listings in the printed directory product for the same area. For the avoidance
of doubt, neither directory assistance services, such as 411 directory
assistance (live or mechanized), nor any search capability that extends to
information available on the Internet generally shall constitute a Directory
Product.

         "Effective Date" means the date of this Agreement.

         "Extended Area Listings" or "EAS Listings" means extended area listings
provided by LECs, CLECs or Resellers other than any of the SureWest Parties, for
areas outside the applicable Service Area that are within a local calling area
which is in part within such Service Area or that are within an established
"community of interest" with such Service Area, and that are Legally Required to
be included in a directory distributed to Subscribers in such Service Area.

                                       3
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         "Generic Phone Service Pages" has the meaning set forth in Section
3.3(a)(i).

         "Governmental Entity" means any government, any governmental entity,
department, commission, board, agency or instrumentality, and any court,
tribunal, or judicial body of competent jurisdiction, in each case whether
federal, state, county, provincial, local or foreign.

         "ILEC" has the meaning set forth in Section 3.8(a).

         "Indemnified Party" has the meaning set forth in Section 5.5.

         "Indemnifying Party" has the meaning set forth in Section 5.5.

         "LEC" means a local exchange carrier.

         "Legal Requirements" means as the case may be either (A) (i) the
contractual obligations of SureWest or any of its Subsidiaries related to
directories under interconnection and similar agreements or other contracts
relating to Telecommunication Services entered into between SureWest or any of
its Subsidiaries and any Other Service Providers, and (ii) any order,
injunction, decree, statute, law, ordinance, principle of common law, rule,
tariff, regulation, settlement agreement, arbitration ruling or custom and
practice of or on file with any applicable regulatory agency related to
directories and applicable to SureWest or any of its Subsidiaries as a LEC, in
each case as now existing and as may exist at any time during the term of this
Agreement (and any renewals or extensions thereof), or (B) any order,
injunction, decree, statute, law, ordinance, principle of common law, rule,
tariff, regulation, settlement agreement, arbitration ruling or custom and
practice of or on file with any applicable regulatory agency applicable to
Publisher or any of its Subsidiaries, in each case as now existing and as may
exist at any time during the term of this Agreement (and any renewals or
extensions thereof).

         "Legally Required" means that a specified action is reasonably
determined by a Party to be necessary in order to satisfy or otherwise fulfill
one or more of its Legal Requirements or Additional Legal Requirements.

         "Licensed Marks" has the meaning set forth in the Licensing Agreement.

         "Licensing Agreement" has the meaning set forth in the Recitals to this
Agreement.

         "Listings License Agreement" means the Listings License Agreement,
dated as of the date hereof, between SWT and Publisher.

         "Loss" means any cost, damage, disbursement, expense, liability, loss,
obligation, penalty or settlement, including interest or other carrying costs,
legal, accounting and other professional fees and expenses incurred in the
investigation, collection, prosecution and defense of claims and amounts paid in
settlement, that may be imposed on or otherwise incurred or suffered by the
referenced Person.

                                       4
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         "Material Change" means, with respect to any Primary Directory
containing White Pages, (i) a change in the Publication date of such Primary
Directory of more than three months, (ii) a change in the Scoped Area of such
Primary Directory that has the effect of adding or removing a number of White
Pages listings equal to more than 20% of the White Pages listings of such
Primary Directory, (iii) a change in the media of such Primary Directory (e.g.,
from paper to CD-ROM), (iv) charging any fee for a copy of such Primary
Directory or delivery thereof (unless a fee is charged for such Primary
Directory as of the Effective Time) or (v) other major changes relating to other
aspects of the Publication of such Primary Directory that would reasonably be
expected to have an impact of similar magnitude on the Subscribers; provided
that a separation or combination of any White Pages and any Yellow Pages alone,
that does not also involve any of the changes described above, shall not be a
Material Change.

         "Material Default" means, with respect to either Party, a breach of any
material term, condition, covenant or obligation of this Agreement, for any
reason other than those described in Article VIII, that is so material and
continuing that it has the effect of abrogating such Party's performance and the
other Party's enjoyment of the benefits under this Agreement taken as a whole,
including an uncured breach of Section 9.7 with respect to assignment of this
Agreement as a whole.

         "New Customer" means a Subscriber to local phone service of a SureWest
Affiliate who does not currently have any local exchange service and
specifically excludes customers who are changing their service from one LEC to
another.

         "Non-Competition Agreement" means the Non-Competition Agreement, dated
as of the date hereof, between SureWest and Publisher.

         "Notice of Claim" has the meaning set forth in Section 5.5.

         "Open Access Termination" has the meaning set forth in Section 3.9.

         "Other Default" means a breach or violation of or default under this
Agreement that is not a Material Default, Service Area Default or Primary
Directory Default.

         "Other Service Providers" means CLECs, LECs, Resellers or other
providers of Telecommunication Services with whom the SureWest Parties have
interconnection or similar agreements or other contracts.

         "Other Subscriber List Information" means a list of the names,
addresses, telephone numbers, and primary advertising classifications (as such
classifications are assigned at the time of establishment of service) of
non-SureWest Subscribers (i.e., the Subscribers of certain Other Service
Providers providing such service in the applicable Service Area) that any
SureWest Affiliate is Legally Required to publish in its directories, as
supplied to Publisher by such SureWest Affiliate, as well as such other listing
information about such Subscribers as such SureWest Affiliate may be Legally
Required to provide to directory publishers.

         "Party" means each of Publisher, on the one hand, and the SureWest
Parties, on the other hand; "Parties" means Publisher and the SureWest Parties,
collectively.

         "Person" means an association, a corporation, an individual, a
partnership, a limited liability company, a trust or any other entity or
organization, including a Governmental Entity.

                                       5
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         "Premium Listings" means all types of listings in White Pages which are
generally offered or otherwise made available to Subscribers by, or on behalf
of, SWT, other than Primary Listings.

         "Premium Phone Service Pages" has the meaning set forth in Section
3.3(a)(ii).

         "Primary Directories" means White Pages and/or Yellow Pages directories
with respect to a particular Service Area which are Published in accordance with
the Publishing Obligation.

         "Primary Directory Default" has the meaning set forth in Section
6.2(b).

         "Primary Listing" means one appearance of (i) a Subscriber's name,
address and telephone number (including any nicknames, titles or degrees) and
(ii) any other Subscriber information Legally Required in the White Pages
covering the Service Area in which such Subscriber has Telecommunication
Services.

         "Publish" or "Publishing" means to engage in, or the act of engaging
in, any and all activities required to discharge the Publishing Obligation.

         "Publisher" has the meaning set forth in the preamble to this
Agreement.

         "Publisher Premium Listings Share" has the meaning set forth in Section
3.2(a).

         "Publishing Obligation" has the meaning set forth in the third Recital.

         "Publishing Order" has the meaning set forth in Section 3.11.

         "Scoped Area" means, with respect to any Directory Product, the
geographic area associated with the Primary Listings included in and serviced by
such Directory Product as may be established and modified, subject to Section
3.4, by Publisher from time to time.

         "Service Area(s)" means those geographic areas in which any of the
SureWest Parties provides local telephone service as an ILEC listed on Schedule
1.1B, including any such areas added to Schedule 1.1 pursuant to Section 3.8.

         "Service Area Default" has the meaning set forth in Section 6.1(c).

         "Service Area Default Notice" has the meaning set forth in Section
6.1(c).

         "Share Purchase Agreement" has the meaning set forth in the Recitals to
this Agreement.

         "Subscriber" means any person or business that orders and/or receives
Telecommunication Services from a provider of such services.

         "Subscriber Delivery Information" means a list of the names and
delivery addresses of the Subscribers of SWT and certain Other Service Providers
as supplied to Publisher by SWT, including Subscribers that have elected not to
be published in a Directory Product, and such other information, such as
non-confidential telephone numbers, that is required, customary or useful for
the complete and accurate delivery of Primary Directories or as SureWest may be
Legally Required to provide to directory publishers.

                                       6
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         "Subscriber List Information" means the SureWest Subscriber List
Information and the Other Subscriber List Information.

         "Subsidiary" means, with respect to any Person, each other Person in
which such Person owns or controls, directly or indirectly, capital stock or
other equity interests representing at least 50% of the outstanding voting stock
or other equity interests.

         "SureWest" has the meaning set forth in the preamble to this Agreement.

         "SureWest Parties" has the meaning set forth in the preamble to this
Agreement.

         "SureWest Subscriber List Information" means a list of the names,
addresses, telephone numbers, and primary advertising classifications (as such
classifications are assigned at the time of establishment of service) of the
Subscribers of any SureWest Affiliate in the applicable Service Area, who do not
limit publication of their information, as supplied to Publisher by such
SureWest Affiliate, and such other listing information about such Subscribers as
a SureWest Affiliate may be Legally Required to provide to directory publishers.

         "SWT" means SureWest Telephone.

         "Telecommunication Services" means telecommunications, internet
connectivity, broadband access, wireless communications or other comparable or
successor telephony or data products or services.

         "Transaction Agreements" means the Share Purchase Agreement and the
Transition Services Agreement.

         "Transition Costs" has the meaning set forth in Section 6.3(a).

         "Transition Services Agreement" means the Transition Services
Agreement, dated as of the date hereof, between SureWest and Purchaser.

         "Video Services" means video-conferencing, television, cable, direct
broadcast satellite, video-on-demand or other video services.

         "White Pages" means the information Published by Publisher with respect
to any Service Area comprised of or including the alphabetical listings of
residential and business Subscribers having Telecommunication Services for such
Service Area.

         "Yellow Pages" means the information Published by Publisher with
respect to any Service Area comprised of or including classified listings,
including where applicable Courtesy Classified Listings.

                                       7
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                                   ARTICLE II
                                TERM OF AGREEMENT

         Subject to the provisions of Article 6, this Agreement shall become
effective as of the Effective Date and remain in effect until the thirty-fifth
(35th) anniversary of the Effective Date. Thereafter, this Agreement shall
automatically renew for additional ten (10) year terms unless either Party
provides written termination notice to the other Party at least 24 months prior
to the end of the then current term.

                                   ARTICLE III
                       RIGHTS AND OBLIGATIONS OF PUBLISHER

         Section 3.1.   Publication.

                (a)     Subject to the terms of this Agreement, Publisher shall,
at no charge to the SureWest Parties or any SureWest Affiliate, their
Subscribers, Other Service Providers or the Subscribers of Other Service
Providers, subject to Section 3.11, (i) Publish on behalf of SureWest or a
SureWest Affiliate, SureWest-exclusive White Pages covering, in the aggregate,
the Service Areas, (ii) Publish Primary Listings in the applicable White Pages,
(iii) to the extent it is a Legal Requirement, Publish a Courtesy Classified
Listing in the applicable Yellow Pages for each business Subscriber (unless such
Subscriber has indicated to Publisher or any SureWest Party that it does not
want such Courtesy Classified Listing to be Published), (iv) co-mingle in the
White Pages of such Primary Directories on a non-discriminatory basis the
SureWest Subscriber List Information with the Other Subscriber List Information,
and (v) comply with any and all Subscriber-requested restrictions (e.g.,
unpublished or unlisted number requests) that are designated in the Subscriber
List Information or otherwise designated to Publisher and are consistent with
Publisher's policies. The SureWest Parties acknowledge and agree that Publisher
shall have the right to Publish as identified in (i) - (v) above, even if there
is no longer a Publishing Obligation; provided, however, that if Publisher
intends to materially change the appearance, community information or
organization of any of the Primary Directories after the Publishing Obligation
ceases, the Parties shall negotiate in good faith to agree upon any such changes
and, if the Parties cannot mutually agree upon such changes, Publisher shall
continue to maintain substantially the same appearance, community information
and organization of any of the Primary Directories as was in use when the
Publishing Obligation was still in effect.

                (b)     In discharging its obligations under this Agreement,
Publisher, subject to Article VIII, shall comply with any Legal Requirement
applicable to it, and shall not take any action that is reasonably likely to
cause any SureWest Affiliate or Publisher to be in violation of any Legal
Requirement, whether in effect now or in the future.

                (c)     Without limiting the provisions of Section 3.1(b),
Publisher shall ensure that (i) the appearance (including font and size) and
integration of all Subscriber List Information occurs in a non-discriminatory
manner and (ii) the Other Subscriber List Information is included in the Primary
Directories using the same methods and procedures in all material respects, and
under the same terms and conditions, as those with respect to the SureWest
Subscriber List Information.

                                       8
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                (d)     Publisher shall not propose, solicit or otherwise
encourage any Additional Legal Requirement in any Service Area that would
reasonably be expected to result in any increased cost or decreased revenue to
the SureWest Parties without the advance approval of SureWest. If SureWest is
notified that any applicable Governmental Entity proposes any Additional Legal
Requirement that SureWest reasonably expects would result in any cost increase
or revenue decrease, then SureWest will involve and solicit advice from
Publisher regarding how to respond to any such proposal.

                (e)     Each of Publisher and SureWest shall promptly notify the
other of, and shall at such Party's request cooperate with such Party with
respect to, any inquiry, investigation, formal or informal complaint, lawsuit or
docket relating to the matters covered by this Agreement begun or threatened by
any Governmental Entity with jurisdiction over such Party. The Parties shall
cooperate with each other with respect to any legal efforts to change
legislation or regulations in an effort to minimize directory publication costs.
As between the Parties, SureWest shall have sole responsibility for all
discussions, communications and other interactions with Governmental Entities
with respect to existing or prospective Legal Requirements that do not directly
impact Publisher or its Affiliates in any material respect; provided, that
Publisher may have any such discussions, communications or interactions if it
provides SureWest reasonable prior notice and the right to participate in each
of any such discussions, communications or interactions and, in the case of
written correspondence, the right to receive and review in advance copies
thereof. In any discussions, communications or interactions with Governmental
Entities, each of the SureWest Parties, on the one hand, and Publisher, on the
other, shall make it clear that it does not represent, or otherwise have
authority to speak for or bind, the other Party.

                (f)     For the avoidance of doubt, it is understood that no
Party shall have any liability to the other Party for any failure to involve,
solicit advice from or consult with the other Party as required by this Section
3.1 unless and only to the extent the other Party demonstrates it has been
prejudiced by such failure.

         Section 3.2.   Premium Listings.

         Publisher shall, at no additional charge to the SureWest Parties, their
Subscribers, Other Service Providers or the Subscribers of Other Service
Providers, Publish the types of Premium Listings listed on Schedule 3.2, which
are the Premium Listings being offered by the SureWest Parties to SureWest
Subscribers in the Service Areas as of the date hereof, and any additional
Premium Listings that are of a type that is similar to, and do not involve costs
to Publisher that are different from the costs associated with, any of the
Premium Listings listed on Schedule 3.2. In the event the SureWest Parties
desire to offer additional Premium Listings that are of a type different from
those currently offered, and involve costs to Publisher that are different from
the costs associated with, any of the Premium Listings listed on Schedule 3.2,
SureWest and Publisher shall negotiate in good faith the terms on which
Publisher shall Publish such Premium Listings.

                                       9
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         Section 3.3.   Phone Service Pages.

                (a)     Upon request, and at no charge to any SureWest Party,
Publisher shall include such phone service pages in the Primary Directories as
the SureWest Parties may provide for the specific applicable Service Area(s).
The content within such phone service pages shall not be promotional or
advertising. Publisher shall have, subject to the terms of this Agreement
(including Section 3.1(b) and (c)), the right to exercise final editorial
control, which shall be exercised in a commercially reasonable manner and in
conformity with applicable Legal Requirements, over the Published version of the
content, design, format and location of the phone service pages. The phone
service pages in any White Pages shall consist of two types:

                        (i)   Generic Phone Service Pages. At no charge to any
SureWest Party, Publisher shall Publish: (A) any information required to be
included in the applicable White Pages and not prohibited from publication by
any Legal Requirement (e.g., how to request service, contact repair service,
dial directory assistance, reach an account representative, request buried cable
locate service, and contact the special needs center for customers with
disabilities); (B) information about SureWest's emergency numbers, consumer tips
and local calling area; (C) non-company specific information, including long
distance calling, state and international area codes, and a time zone map of the
United States; (D) governmental listings; (E) an instructional notice directing
all Subscribers to contact their local service provider to request any
modifications to their existing listing, or to request a new listing; and (F)
such additional information of a general or community nature identified by
SureWest, such as maps and local stadium information, not to exceed fifty
additional pages (A, B, C, D, E and F, collectively, the "Generic Phone Service
Pages"). SureWest, at its sole cost and expense, shall prepare and provide
Publisher with the information described in this Section 3.3(a)(i), with the
exception of information about any CLEC or LEC with whom SWT does not have an
interconnection agreement, which must be provided directly to Publisher by such
CLEC or LEC. Publisher and SureWest shall cooperate to integrate the information
described in this Section 3.3(a)(i) into the appropriate format and design and
to ensure compliance with the Legal Requirements; and

                        (ii)  Premium Phone Service Pages. To the extent offered
by Publisher, and without limiting the rights and obligations of each of
SureWest and Publisher set forth in Section 3.2, SureWest, and any CLECs
included within the Scoped Area of a given White Pages, may elect to purchase
premium phone service pages in such White Pages for the purpose of providing
specific product and service information that is factual, instructional and/or
directional in nature (the "Premium Phone Service Pages") in accordance with
Publisher's then-prevailing policies and pricing, as such policies and pricing
shall be reasonably established by Publisher from time to time; provided,
however, that Publisher may not sell any Premium Phone Service Pages to any
provider of Telecommunication Services or Video Services in the Service Area
other than SureWest and any CLECs to which Publisher is required by applicable
Legal Requirements to sell Premium Phone Service Pages; and provided further,
that the prices charged by Publisher to any SureWest Affiliate for such Premium
Phone Service Pages in any White Pages shall be equal to or less than the lowest
prices for comparable Premium Phone Service Pages then being charged by
Publisher to any Person with respect to such White Pages.

                                       10
<PAGE>

                (b)     Ordering of Phone Service Pages. The Generic Phone
Service Pages shall appear before the Premium Phone Service Pages in each White
Pages. Each of the Generic Phone Service Pages and the Premium Phone Service
Pages shall be arranged in alphabetical order, except that (i) any LEC having a
written publishing agreement with Publisher and the highest number of the total
number of Primary Listings for Subscribers in the relevant White Pages shall
automatically be placed in first position in such Generic Phone Service Pages
and Premium Phone Service Pages, (ii) if such LEC is not SWT, SWT shall appear
immediately following such LEC in such Generic Phone Service Pages and Premium
Phone Service Pages and (Iii) any other LECs shall appear in alphabetical order
thereafter in such Generic Phone Service Pages and Premium Phone Service Pages.

         Section 3.4.   Changes To White Pages; Courtesy Classified Listings.

                (a)     Publisher shall provide to SureWest written notice of
any Material Change to any Primary Directory containing White Pages within 30
days after the decision is made to make any such Material Change and at least
120 days before any such Material Change is implemented. Publisher shall in good
faith consult with SureWest with respect to any planned Material Change and
engage in discussions with SureWest regarding any concerns SureWest may have
regarding such Material Change. Notwithstanding anything in this Agreement to
the contrary, SureWest may discuss such Material Change with any relevant
Governmental Entity (and, in such event, Publisher shall be given reasonable
prior notice and an opportunity to discuss the proposed Material Change with
such Governmental Entity) and in no event shall any action taken by any
Governmental Entity regarding such Material Change give rise to a reimbursement
requirement by SureWest to Publisher.

                (b)     Publisher shall provide to SureWest written notice of
any change to its policies or practices relating to Publishing the result of
which would not be consistent with industry practice at least 30 days prior to
the planned implementation of such change.

                (c)     If the provision of Courtesy Classified Listings is not
a Legal Requirement in any Service Area and Publisher decides to no longer
publish Courtesy Classified Listings at no charge in such Service Area,
Publisher will provide SureWest with written notice of the decision at least 30
days prior to the commencement of the sales canvass for the impacted directories
in such Service Area, and SureWest, by written notice delivered not more than 30
days after receipt of notice from the Publisher, may require Publisher to
publish such Courtesy Classified Listings, provided that SureWest or SWT
reimburses Publisher (so long as the provision of Courtesy Classified Listings
at no charge is not a Legal Requirement) for the incremental costs of including
such listings in the directories.

                (d)     Representatives of each of Publisher and SureWest shall
meet on a quarterly basis to discuss Publisher's activities relating to its
fulfillment of the Publishing Obligation and any Material Changes or changes to
Publisher's policies and practices relating to Publishing then under
contemplation by Publisher.

                                       11
<PAGE>

         Section 3.5.   Editorial Discretion.

                (a)     Publisher Policies. Subject to its obligations under
this Agreement, Publisher may establish, discontinue or modify its policies from
time to time with regard to any and all aspects of Publishing; provided,
however, that Publisher shall give SureWest written notification of any changes
in Publisher's policies or products that are reasonably likely to impact
SureWest's obligations under this Agreement at least 120 days prior to the
expected date of implementation of such changes; and provided further that, for
the avoidance of doubt, Publisher may not alter or fail to comply with the terms
of this Agreement in any material manner whatsoever by modification of its
policies. Publisher's policies shall be commercially reasonable. Publisher may
not make any commitments on behalf of SureWest or SWT or take any action that
would materially impair or affect SWT's ability to discharge its Publishing
Obligation, in each case without the prior written consent of SureWest.

                (b)     Directory Cover. The outside front cover of any Primary
Directory shall be selected by the mutual agreement of Publisher and SureWest,
and Publisher and SureWest shall cooperate to assure that such outside front
cover reflects the image sought to be presented by SWT in the Service Area, and
an appropriate service and community orientation, and accurately communicates
the information that Publisher and SureWest mutually deem appropriate for such
cover.

         Section 3.6.   Delivery and Distribution.

                (a)     Initial Delivery. Publisher shall timely deliver in
accordance with the related Subscriber Delivery Information (i) at least one
White Pages and, to the extent Legally Required, at least one Yellow Pages or
(ii) at least one combined White Pages and Yellow Pages to all Subscribers
within the Scoped Area covered by the related Primary Directory(s) at no charge
to the SureWest Parties, their Subscribers, Other Service Providers or the
Subscribers of Other Service Providers. Subject to Section 3.4 and applicable
Legal Requirements, Publisher may select the type or medium of delivery of such
Primary Directories, provided that, in addition to complying with Section 3.4,
Publisher shall make no change to the type or medium of delivery of any White
Pages unless, in each case, Publisher makes the same change to the type and
medium of delivery of each Yellow Pages distributed by Publisher in the same
Scoped Area.

                (b)     Replacements and New Customers. Subject to available
inventory (which Publisher shall use commercially reasonable efforts to maintain
at reasonable levels consistent with the Company's past practices), subsequent
to the initial distribution of White Pages, Publisher shall timely, in a
commercially reasonable manner, deliver (i) additional and replacement White
Pages to Subscribers within the Scoped Area of such White Pages upon any
reasonable request from a Subscriber within such Scoped Area and (ii) White
Pages to New Customers within the Scoped Area for such White Pages, provided
SureWest delivers timely New Customer information for the Service Areas to
Publisher in the format in which such information is currently being delivered
or such other format as may be mutually agreed upon by the Parties. Publisher
shall make the foregoing deliveries at no charge to the SureWest Parties, their
Subscribers, Other Service Providers or the Subscribers of Other Service
Providers.

                (c)     Distribution Coverage and Policies. Upon SureWest's
request, Publisher shall provide to SureWest, at no charge: (i) a reasonable
number of copies of Publisher's distribution policies for each Service Area
describing which White Pages Subscribers in such Service Area shall receive and
other matters relevant to the distribution of White Pages in such Service Area
and (i) a reasonable number of copies of the White Pages coverage information,
including those geographic areas included in and served by the White Pages and
government pages, for each of the Service Areas. Each SureWest Party may make
and retain copies of the information and documents provided pursuant to (i) and
(ii) above as necessary to perform its obligations hereunder.

                                       12
<PAGE>

                (d)     Free Calling Area. In the event any SWT local or
extended calling area extends beyond any Scoped Area, Publisher's delivery
obligation with respect to any Subscriber that resides in the portion of such
free calling area not within the relevant Scoped Area shall include only such
White Pages as may be required to be provided to such Subscriber by any Legal
Requirement, which Publisher shall provide promptly and at no charge to the
SureWest Parties, their Subscribers, Other Service Providers or the Subscribers
of Other Service Providers.

         Section 3.7.   Rights in the Directory Products. The copyrights and
other intellectual property rights in each Directory Product covered by this
Agreement, and any and all illustrations, artwork, photographs, video, audio,
text, maps and other advertising and information content created or procured for
such Directory Product or for other Publisher products and services that are not
submitted by or for SureWest or created at the request of SureWest (it being
understood that purposes of this Section 3.7, Subscriber List Information shall
not be considered to be submitted by or for SureWest or created at the request
of SureWest), shall, as between SureWest and Publisher, be the sole and
exclusive property of Publisher. Unless otherwise agreed in writing, any artwork
for the outside front cover shall be the exclusive property of Publisher or the
person from whom Publisher licensed rights. Except as permitted under applicable
law, SureWest agrees not to copy any Directory Product or any other Publisher
products and services, or any portion thereof, provided, however, that SureWest
and any SureWest Affiliate may make a reasonable number of copies of limited
portions of the Primary Directories for use in performing its obligations under
this Agreement or pursuant to Legal Requirements and ensuring that its
Subscribers are being listed in and receiving copies of the Primary Directories
as provided herein.

         Section 3.8.   Changes in Service Areas.

                (a)     SureWest may update Schedule 1.1 from time to time by
written notice to Publisher, and from and after the date that is sixty (60) days
after the date SureWest provides such notice the rights and obligations of this
Agreement shall extend to any new, altered or changed Service Areas, unless
Publisher notifies SureWest in writing within sixty (60) days of receiving such
notice from SureWest that Publisher has determined in good faith that the cost
benefit analysis related to complying with Publisher's related obligations
hereunder would not weigh in favor of Publisher expanding its obligations
hereunder in respect of such additional Service Areas. Subject to the prior
sentence, as soon as practicable, but in any event within 24 months following
written notice from SureWest regarding the addition of any Service Area to
Schedule 1.1, or such shorter period as is Legally Required, Publisher shall
include SureWest's listings from such Service Area in a Primary Directory.
Without limiting the generality of the foregoing, the rights and obligations of
this Agreement shall not extend to any geographic area (i) that SureWest expands
into as a CLEC or (ii) in which a SureWest Affiliate becomes the incumbent local
exchange carrier (the "ILEC") as a result of an acquisition of the stock or
assets of, or via a merger or other business combination transaction with, the
Person previously providing local phone service in that geographic area as the
ILEC, unless SureWest or a SureWest Affiliate elects to add such geographic area
to Schedule 1.1.

                                       13
<PAGE>

                (b)     If a SureWest Affiliate decides to cease providing local
telephone service in a geographic area within any Service Area, SureWest shall
advise Publisher as soon as practicable of such decision, provided that SureWest
shall have no obligation hereunder to disclose material, non-public information.
Upon such SureWest Affiliate ceasing to provide local telephone service in any
geographic area, Publisher shall no longer have any obligation under this
Agreement to Publish White Pages or Yellow Pages for such geographic area;
provided, however, that Publisher shall be obligated to Publish the next issue
of any White Pages scheduled to be issued within one year of such SureWest
Affiliate ceasing such service if Legally Required.

                (c)     Notwithstanding Section 3.8(b), if a SureWest Affiliate
ceases to provide local telephone service in all or any portion of any Service
Area as a result of (i) a sale, assignment or other transfer of access lines,
(ii) a merger or other business combination transaction with a Person in respect
of access lines or (iii) any other agreement with any third party pursuant to
which such Person shall provide local telephone service in lieu of such SureWest
Affiliate in such Service Area, and, in any of the foregoing cases, such event
does not constitute a Change of Control of SureWest: (A) SureWest shall require
the acquiring Person to agree to enter into with Publisher, and Publisher shall
enter into with such Person, binding agreements on terms equivalent in all
material respects to those contained in this Agreement, the Non-Competition
Agreement, the Licensing Agreement and the Listings License Agreement with
respect to the relevant Service Area and (B) neither Publisher nor SureWest
shall be released from its obligations under this Agreement other than with
respect to such Service Area or portion thereof.

         Section 3.9.   Open Access Termination. If SureWest and its
Subsidiaries are no longer required by law to provide Subscriber List
Information or Subscriber Delivery Information under nondiscriminatory and
reasonable rates, terms and conditions to any Person requesting such information
for the purpose of publishing Directory Products ("Open Access Termination"),
SWT shall continue to license such information with respect to each Service Area
to Publisher without separate charge.

         Section 3.10.  Regulatory Change.

                (a)     Each Party shall provide the other Party with prompt
written notice of the announcement by any Governmental Entity of any proposed
Additional Legal Requirement. To the extent permitted by applicable law,
SureWest shall provide Publisher with prompt notice of any Governmental Entity's
determination that there is a problem with the manner in which Publisher is
fulfilling the Publishing Obligation. Notwithstanding the foregoing, nothing in
this Section 3.10 shall limit in any way Publisher's obligation to abide by any
Additional Legal Requirement and implement any change related to the Publishing
of Primary Directories that is required thereby. Publisher shall maintain,
retain and produce upon request such records as SureWest and/or SWT may be
Legally Required to maintain and any records as shall be reasonably necessary to
show that Publisher has complied with the Legal Requirements.

                (b)     Publisher shall bear the full burden and enjoy the full
benefit of any increase or decrease in its costs of fulfilling the Publishing
Obligation.

                                       14
<PAGE>

         Section 3.11.  Publishing Order. If any Governmental Entity having
jurisdiction over SureWest or SWT requires SureWest or SWT to Publish a White
Pages (and does not allow SureWest or SWT to delegate such requirement to
Publisher), or if such an order declares this Agreement null and void with
respect to a White Pages (in each case, a "Publishing Order"), then SureWest or
SWT shall Publish the relevant White Pages; provided, however, that, any White
Pages that SureWest or SWT Publishes to fulfill a Publishing Order shall contain
only the information required to be in such White Pages (e.g., Primary Listings)
and shall not include any paid advertising content. If SureWest or SWT is
required to Publish any White Pages by any Publishing Order, Publisher shall
provide all services and materials to SureWest that are necessary for SureWest
to Publish such White Pages, including printing, distribution and paper, to the
maximum extent permitted by such Publishing Order, at Publisher's sole cost and
expense. To the extent the provision by Publisher to SureWest of any such
services or materials is prohibited by such Publishing Order, Publisher shall
reimburse SureWest for SureWest's costs in performing or obtaining such services
and materials.

         Section 3.12.  SureWest Services. From time to time, Publisher and the
applicable SureWest Subsidiary shall execute agreements (in the form of Exhibit
3.12 hereto or in forms mutually agreed to between the Parties prior to the date
hereof), which require Publisher to use the applicable SureWest Subsidiary's
(but not their successors') local, long distance, wireless and data services, on
an exclusive basis until the seventh (7th) anniversary of the Effective Date;
provided that (i) the applicable SureWest Subsidiary shall provide Publisher
such services on a best price available basis for those services provided to
other customers purchasing equivalent volumes and subject to equivalent term and
other price-related commitments, (ii) the applicable SureWest Subsidiary shall
provide the type and quality of services substantially equivalent, taken as a
whole, to the services provided by other parties and (iii) the requirements of
this Section 3.12 shall not apply to the extent that (A) Publisher has existing
contractual arrangements with another provider as of the date of this Agreement
until the expiration of such arrangements in accordance with their terms, (B)
Publisher obtains a limited amount of such services from other providers of such
services for purposes of network diversity, (C) Publisher reimburses any of its
sales agents for such agents' costs of obtaining such services from another
provider of such services with which Publisher does not have any related
agreement, or (D) the amount of such services obtained from another provider of
such services is de minimis.

                                   ARTICLE IV
                  RIGHTS AND OBLIGATIONS OF SUREWEST AND/OR SWT

         Section 4.1.   Delivery of Subscriber List Information and Subscriber
Delivery Information.

                (a)     Pursuant to the Listings License Agreement and in
accordance with Schedule 4.1, SureWest or SWT shall deliver or make available
for delivery Subscriber List Information for Subscribers in the Service Areas,
including any and all additions to, deletions from, and changes in such
information from time to time so as to enable Publisher to Publish Primary
Directories in accordance with Publisher's publication schedule.

                (b)     Pursuant to the Listings License Agreement and in
accordance with Schedule 4.1, SureWest or SWT shall deliver or make available
for delivery Subscriber Delivery Information for Subscribers in the Service
Areas, including any and all additions to, deletions from, and changes in such
information from time to time so as to enable Publisher to deliver Primary
Directories to all such Subscribers.

                                       15
<PAGE>

                (c)     If SureWest or SWT elects to use a third party to
deliver Subscriber List Information and/or Subscriber Delivery Information to
Publisher, then such SureWest Party shall prepare and promptly provide to
Publisher and such third party duplicate written authorizations to facilitate
such delivery and such SureWest Party shall clearly designate and distinguish
its information from all other information delivered by, of through such third
party, provided that SureWest shall in any event remain liable for its
obligations hereunder.

                (d)     The Parties acknowledge that Publisher requires the
Subscriber List Information provided under the Listings License Agreement to
perform its obligations, and enjoy its rights and privileges, under this
Agreement. Consequently, the Parties agree that if the Listings License
Agreement is terminated due to Publisher's breach thereof beyond any applicable
cure period, SWT shall reinstate such Listings License Agreement or enter into a
new agreement on terms and conditions as set forth in Section 3.9; provided that
Publisher has identified the cause of such breach, fully remedied such breach
and established reasonable procedures to prevent the recurrence of such breach,
and provided further that SWT shall not be obligated to reinstate such Listings
License Agreement or enter into any other agreement as contemplated by this
Section 4.1(d) in the event of any termination resulting from any breach of any
such agreement that is substantially similar to any prior breach of any such
agreement within the immediately preceding twelve (12) month period, it being
understood that Publisher does not waive any rights it may have under applicable
law to obtain subscriber list or delivery information. If Publisher assigns its
rights under this Agreement in accordance with the provisions herein, SWT shall
enter into a listings license agreement with such successor entity subject to
and in accordance with the terms and conditions herein.

                (e)     Pursuant to the Listings License Agreement and in
accordance with Schedule 4.1, SWT shall either (i) deliver, or cause to be
delivered in a timely manner, or (ii) reimburse Publisher for any costs or
expense it incurs in the purchase of EAS Listings for Subscribers in the Scoped
Areas for each Primary Directory published by Publisher hereunder (including any
and all additions to, deletions from, and changes in such information from time
to time, so as to enable Publisher to include such EAS Listings in White Pages
Published hereunder, to the extent Legally Required). If SWT fails to deliver
such EAS Listings to Publisher in a timely manner, then Publisher may, at its
sole election, either (A) purchase such EAS Listings from the LECs, CLECs, and
Resellers, on SWT's behalf, or (B) purchase directories which include the EAS
Listings at issue, whichever is the better overall ,as determined by Publisher
in its reasonable good faith discretion, so that Publisher can make them
available to Subscribers upon request, or as Legally Required, in lieu of
including such EAS Listings in the Primary Directory at issue.

                (f)     SureWest and SWT shall use commercially reasonable
efforts to ensure that all Subscriber requested restrictions (such as "DO NOT
PUBLISH" or "NON-PUB") are duly and accurately noted on the Subscriber Delivery
Information it delivers, or causes to be delivered, to Publisher hereunder, for
each particular Subscriber that makes such a request, and further acknowledges
and agrees that Publisher shall have no duty or obligation hereunder to verify
the accuracy, timeliness or appropriateness of any Subscriber Delivery
Information provided by SWT (directly or indirectly) to Publisher hereunder.
Notwithstanding the above, Publisher may update or correct any such information
SWT may deliver, or caused to be delivered, upon the Subscriber's specific
request. If Publisher does so, it shall notify SWT of the Subscriber's requested
update or correction.

                                       16
<PAGE>

                (g)     To the extent not otherwise prohibited by applicable
Legal Requirements, SureWest shall provide Publisher with such information as
Publisher may reasonably request from time to time for its use and consideration
in connection with the planning and performance of the Publishing Obligation
hereunder (including without limitation, rescopes, content changes, and
directory life cycles), and as SureWest may lawfully provide without violating
any applicable contractual obligations or applicable Legal Requirements. In
addition, SureWest shall timely notify and apprise Publisher of any proposed
changes or new developments relating to or otherwise affecting SureWest's
information management systems and processes ("Systems Changes") which SureWest
reasonably believes would have a material adverse impact on Publisher's use of
the data and information provided by SureWest hereunder or in Publisher's costs
of performance hereunder, as well as the implementation schedules for such
changes or new developments, in order to allow Publisher reasonable opportunity
to analyze and consider what effect or impact, if any, such System Changes may
have on its activities and operations in the fulfillment of the Publishing
Obligation hereunder, and, at Publisher's sole cost and expense, to make such
changes to its own information management systems and processes as Publisher may
determine necessary in order to accommodate SureWest's System Changes.
Representatives of SureWest and Publisher shall discuss at quarterly meetings
held pursuant to Section 3.4 any System Changes then under contemplation by
SureWest.

         Section 4.2.   Official Directory Publisher Designation. For the term
of this Agreement (and any renewals thereof) and subject to Section 3 and the
Licensing Agreement, (i) SWT designates Publisher as its exclusive official
publisher of all Yellow Pages Directory Products distributed in the Service
Areas and (ii) SureWest and SWT grants to Publisher the license rights to
SureWest Intellectual Property as are set out in the Licensing Agreement, and
Publisher agrees to the obligations and other restrictions set forth in the
Licensing Agreement. Either Party may elect, but shall not be obligated, to
disclose Publisher's official publisher status in their public announcements,
promotional and advertising materials and sales contacts; provided, however,
that the general nature of such disclosure shall first be reviewed and approved
in writing by the other Party, which approval shall not be unreasonably
withheld. SWT further agrees that any referrals it makes in response to
inquiries concerning advertising in any tangible media Directory Product with
respect to any Service Area shall be made solely to Publisher.

         Section 4.3    Savings Clause. Nothing in this Agreement is intended to
be a sale, lease, assignment or other disposition from SWT to Purchaser of any
property of SWT that is necessary or useful in the performance of SWT's duties
to the public, or of any SWT right under any franchise or permit, and any part
of this transaction that may be finally determined to effect such an act shall
be deleted from this Agreement, but without affecting the validity and
enforceability of all other provisions of this Agreement.

                                       17
<PAGE>

                                    ARTICLE V
                      CLAIMS, LIABILITY AND INDEMNIFICATION

         Section 5.1.   Listing Claims. Subject to Publisher's indemnification
obligations as set forth in Section 5.4(a), Claims regarding the SureWest
Subscriber List Information in Publisher's Directory Products shall be referred
to SureWest. SureWest shall use commercially reasonable efforts to promptly
investigate, defend against, and resolve the same.

         Section 5.2.   Advertising Claims. Subject to SureWest's
indemnification obligations as set forth in Section 5.4(b), Claims regarding
advertising in Publisher's Directory Products shall be referred to Publisher.
Publisher shall use commercially reasonable efforts to promptly investigate,
defend against and resolve the same.

         Section 5.3.   Cooperation. The Parties shall cooperate in good faith
in the investigation, defense, settlement or other resolution of any Claims
arising out of any error or omission in or of any Subscriber listing and/or
advertising in the Directory Products. In the event of any Claim asserting that
Publisher and SureWest are jointly liable, (i) Publisher shall assume the
responsibility for and advance the cost of defending that portion of such Claim
relating to any advertising, (ii) SureWest shall assume the responsibility for
and advance the cost of defending that portion of such Claim relating to any of
SureWest Subscribers' listings and (iii) the Parties shall cooperate, share
information and coordinate their efforts in an attempt to eliminate or minimize
any liability and their respective attorneys' fees and costs. Any assumption of
the defense of any Claim or portion thereof pursuant to this Section 5.3 shall
not imply or create an assumption of liability for any final settlement or
judgment for such Claim or portion thereof.

         Section 5.4.   Indemnification.

                (a)     Publisher shall indemnify and hold harmless SureWest,
its Affiliates and their respective directors, officers, employees, agents and
assigns (collectively, the "SureWest Indemnified Parties") from, against, and in
respect of, and shall reimburse the SureWest Indemnified Parties for, any and
all Losses imposed on, sustained, incurred or suffered by, or asserted against,
any of the SureWest Indemnified Parties directly or indirectly relating to,
arising out of or resulting from (i) any Claims arising from Publisher's failure
to perform any of its obligations under this Agreement, (ii) any third party
Claims arising from any error or omission in or of a Subscriber's listing or
advertising in any Directory Product except to the extent caused by SureWest or
any of its Affiliates (including, without limitation because of any matter for
which SureWest is required to indemnify Publisher in accordance with Section
5.4(b)(ii)), (iii) any third party Claims that any Directory Product violates or
infringes the intellectual property rights of any third party or requires the
consent of any third party, except to the extent that the right to use the
intellectual property at issue was granted to Publisher or an Affiliate of
Publisher pursuant to the Licensing Agreement and/or the Listings License
Agreement and (iv) any Claims arising out of or relating to the conduct of
Publisher's business, except to the extent caused by SureWest or its Affiliates.

                                       18
<PAGE>

                (b)     SureWest shall indemnify and hold harmless Publisher,
its Affiliates and their respective directors, officers, employees, Affiliates,
agents and assigns (collectively, the "Publisher Indemnified Parties" and
collectively with the SureWest Indemnified Parties, the "Indemnified Parties")
from, against, and in respect of, and shall reimburse the Publisher Indemnified
Parties for, any and all Losses imposed on, sustained, incurred or suffered by,
or asserted against, any of the Publisher Indemnified Parties directly or
indirectly relating to, arising out of or resulting from (i) any Claims arising
from its failure to perform any of its obligations under this Agreement; (ii)
any third-party Claims brought against Publisher in connection with its
performance of the Publishing Obligation as a result of any error or omission in
or of the Subscriber List Information, provided that SureWest shall have no
indemnification obligation under this provision if and to the extent that such
Losses were imposed on, sustained, incurred or suffered by, or asserted against,
Publisher as a result of any breach by Publisher of its obligations under the
agreement or the negligence or misconduct of Publisher, (iii) any third party
Claims that any grant made by SureWest in the Licensing Agreement and/or the
Listings License Agreement violates or infringes the intellectual property
rights of any third party or requires the consent of any third party and (iv)
any third party Claims arising out of or relating to the conduct of SureWest's
business, except to the extent caused by Publisher or its Affiliates.

                (c)     SureWest shall use commercially reasonable efforts to
make applicable to Publisher any limitations on liability or indemnification
rights SureWest may have as a result of tariff, statute or contractual
provisions. In the event that any Loss is imposed on, sustained, incurred or
suffered by, or asserted against, any Publisher Indemnified Party in respect of
which such Publisher Indemnified Party is not entitled to indemnification from
SureWest pursuant to Section 5.4(b) but SureWest would be entitled to
indemnification from a third-party if such Publisher Indemnified Party had been
SureWest or any of its directors, officers, employees, Affiliates or agents,
SureWest shall, at Publisher's request and sole cost and expense, assert against
such third-party a claim for indemnification in respect of such Loss and pay any
proceeds from such claim to Publisher.

                (d)     SureWest agrees to use commercially reasonable efforts
to limit, by tariff or contract, its own and its contractors' and agents'
liability to any Subscriber for any error or omission in any Subscriber List
Information to no more than the cost, if any, assessed to the Subscriber for
directory listing services.

         Section 5.5.   Notice and Procedures. Any Indemnified Party seeking
indemnification pursuant to this Agreement shall give prompt written notice in
reasonable detail (the "Notice Of Claim") to the Party from whom such
indemnification is sought (the "Indemnifying Party") stating the basis of each
Claim for which indemnification is being sought hereunder within 30 days of
obtaining knowledge thereof provided, however, that the failure timely to give a
Claim Notice shall not affect the rights of an Indemnified Party hereunder,
except to the extent that such failure materially prejudices the Indemnifying
Party's defense of, or other rights available to the Indemnifying Party with
respect to, such Claim. If the facts giving rise to any claim for
indemnification involve an actual or threatened Claim by or against a third
party:

                        (i)   the Parties shall cooperate in the prosecution or
defense of such Claim in accordance with Section 5.3 above and shall furnish
such records, information and testimony and attend to such proceedings as may be
reasonably requested in connection therewith; and

                        (ii)  the Indemnified Party shall make no settlement of
any Claim that would give rise to liability on the part of the Indemnifying
Party without the latter's prior written consent that shall not be unreasonably
withheld or delayed, and the Indemnifying Party shall not be liable for the
amount of any settlement affected without its prior written consent.

                                       19
<PAGE>

         Section 5.6.   Time Limitation. Any Notice of Claim relating to
indemnification sought for any Losses relating to, arising out of or resulting
from any Directory Product must be given within 24 months after the publication
of such Directory Product, except in the case of Claims by a Yellow Pages
customer that are first made after such date, which shall be identified in a
Notice of Claim within sixty (60) days of receipt.

                                   ARTICLE VI
                                   TERMINATION

         Section 6.1.   Termination By Publisher.

                (a)     If SureWest commits a Material Default, Publisher may
provide written notice to SureWest specifying such Material Default in
reasonable detail (a "Default Notice"). Upon receipt of any Default Notice,
SureWest may elect to (i) cure the Material Default specified in such Default
Notice (unless such Material Default is not susceptible to cure), and (ii) agree
to indemnify Publisher pursuant to Section 5.4(b) for any Losses relating to,
arising out of or resulting from such Material Default. If within forty-five
(45) days of SureWest's receipt of any Default Notice SureWest has not cured the
Material Default specified in such Default Notice (or, if not reasonably curable
within such forty-five (45) day period, provided Publisher with reasonable
assurances that it has commenced and is diligently taking all actions necessary
to cure such Material Default as soon as reasonably practicable, not to exceed
ninety (90) days) and given Publisher written notice of its agreement to
indemnify Publisher for any Losses relating to, arising out of or resulting from
such Material Default, Publisher may terminate this Agreement and/or seek a
judicial remedy. Notwithstanding the foregoing, if SureWest provides Publisher
with written notice disputing the existence of the Material Default specified in
such Default Notice within ten (10) days of SureWest's receipt of such Default
Notice, the Parties shall, prior to seeking any judicial remedy, refer such
dispute to a senior executive officer of each of SureWest and Publisher, who
shall, for a minimum of five (5) business days, act in good faith to resolve
such dispute and determine the appropriate remedial action (such process, a
"Breach Resolution Process"). If it is then determined that the Material Default
specified in such Dispute Notice occurred and remains uncured, Publisher may
terminate this Agreement and/or seek a judicial remedy.

                (b)     If SureWest (i) breaches Section 3.8(c) of this
Agreement, or (ii) commits a Material Default with respect to any Service Area
as opposed to the Agreement taken as a whole (each of clauses (i) and (ii) a
"Service Area Default")), Publisher may provide written notice to SureWest
specifying such Service Area Default in reasonable detail (a "Service Area
Default Notice"). Upon receipt of any Service Area Default Notice, SureWest may
elect to (i) cure the Service Area Default specified in such Service Area
Default Notice (unless such Service Area Default is not susceptible to cure),
and (ii) agree to indemnify Publisher pursuant to Section 5.4(b) for any Losses
relating to, arising out of or resulting from such Service Area Default. If
within forty-five (45) days of SureWest's receipt of any Service Area Default
Notice SureWest has not cured the Service Area Default specified in such Service
Area Default Notice (or, if not reasonably curable within such forty-five (45)
day period, provided Publisher with reasonable assurances that it has commenced
and is diligently taking all actions necessary to cure such Service Area Default
as soon as reasonably practicable, not to exceed ninety (90) days) and given
Publisher written notice of its agreement to indemnify Publisher for any Losses
relating to, arising out of or resulting from such Service Area Default,
Publisher may terminate this Agreement with respect to the Service Area
specified in such Service Area Default Notice and/or seek a judicial remedy.
Notwithstanding the foregoing, if SureWest provides Publisher with written
notice disputing the existence of the Service Area Default specified in such
Service Area Default Notice within ten (10) days of SureWest's receipt of such
Service Area Default Notice, the Parties shall, prior to seeking any judicial
remedy, engage in a Breach Resolution Process. If it is then determined that the
Service Area Default specified in such Service Area Dispute Notice occurred and
remains uncured, Publisher may terminate this Agreement with respect to the
Service Area specified in such Service Area Default Notice and/or seek a
judicial remedy.

                                       20
<PAGE>

         Section 6.2.   Termination By SureWest.

                (a)     If Publisher commits a Material Default, SureWest may
provide written notice to Publisher specifying such Material Default in
reasonable detail (a "Default Notice"). Upon receipt of any Default Notice,
Publisher may elect to (i) cure the Material Default specified in such Default
Notice (unless such Material Default is not susceptible to cure), and (ii) agree
to indemnify SureWest pursuant to Section 5.4(a) for any Losses relating to,
arising out of or resulting from such Material Default. If within forty-five
(45) days of Publisher's receipt of any Default Notice Publisher has not cured
the Material Default specified in such Default Notice (or, if not reasonably
curable within such forty-five (45) day period, provided SureWest with
reasonable assurances that it has commenced and is diligently taking all actions
necessary to cure such Material Default as soon as reasonably practicable, not
to exceed ninety (90) days) and given SureWest written notice of its agreement
to indemnify SureWest for any Losses relating to, arising out of or resulting
from such Material Default, SureWest may terminate this Agreement and/or seek a
judicial remedy. Notwithstanding the foregoing, if Publisher provides SureWest
with written notice disputing the existence of the Material Default specified in
such Default Notice within ten (10) days of Publisher's receipt of such Default
Notice, the Parties shall, prior to seeking any judicial remedy, engage in a
Breach Resolution Process. If it is then determined that the Material Default
specified in such Dispute Notice occurred and remains uncured, SureWest may
terminate this Agreement (including Publisher's official directory publisher
status) and/or seek a judicial remedy.

                (b)     If Publisher breaches this Agreement in a manner that
results in a material and continuing failure to discharge the Publishing
Obligation with respect to any Primary Directory (a "Primary Directory
Default"), SureWest may provide written notice to Publisher specifying such
Primary Directory Default in reasonable detail (a "Directory Default Notice").
Upon receipt of any Directory Default Notice, Publisher may elect to (i) cure
the Primary Directory Default specified in such Directory Default Notice (unless
such Primary Directory Default is not susceptible to cure), and (ii) agree to
indemnify SureWest pursuant to Section 5.4(a) for any Losses relating to,
arising out of or resulting from such Primary Directory Default. If within
forty-five (45) days of Publisher's receipt of any Directory Default Notice
Publisher has not cured the Primary Directory Default specified in such
Directory Default Notice (or, if not reasonably curable within such forty-five
(45) day period, provided SureWest with reasonable assurances that it has
commenced and is diligently taking all actions necessary to cure such Primary
Directory Default as soon as reasonably practicable, not to exceed one hundred
twenty (120) days) and given SureWest written notice of its agreement to
indemnify SureWest for any Losses relating to, arising out of or resulting from
such Primary Directory Default, SureWest may terminate this Agreement with
respect to the Service Area in which the Primary Directory specified in such
Directory Default Notice is Published and/or seek a judicial remedy.
Notwithstanding the foregoing, if Publisher provides SureWest with written
notice disputing the existence of the Primary Directory Default specified in
such Directory Default Notice within ten (10) days of Publisher's receipt of
such Directory Default Notice, the Parties shall, prior to seeking any judicial
remedy, engage in a Breach Resolution Process. If it is then determined that the
Primary Directory Default specified in such Directory Default Notice occurred
and remains uncured, SureWest may terminate this Agreement with respect to the
Primary Directory specified in such Directory Default Notice and/or seek a
judicial remedy.

                                       21
<PAGE>

                (c)     SureWest may terminate this Agreement (including
Publisher's official directory publisher status) if SureWest has terminated this
Agreement pursuant to Section 6.2(b) above as a result of a default by Publisher
that affects 20% or more of SWT Subscribers in the Service Areas, such
percentage determined by using a numerator of the total number of SWT
Subscribers in the Service Areas terminated by SureWest pursuant to Section
6.2(b) above and a denominator of the total number of SWT Subscribers in the
Service Areas that would have been subject to this Agreement had SureWest not
elected to terminate any such Service Areas pursuant to Section 6.2(b) above.

                (d)     In the event of a termination of the Licensing Agreement
with respect to any Service Area due to Publisher's uncured default thereunder,
SureWest shall have the right to terminate this Agreement with respect to such
Service Area.

         Section 6.3.   Transition Upon Termination.

                (a)     If this Agreement is terminated pursuant to Section
6.1(a), the Parties shall cooperate in good faith to transition the Publishing
Obligation to such Person or Persons that SureWest desires as soon as reasonably
practicable and to ensure that the Publishing Obligation is discharged until
such transition is complete, with SureWest bearing all direct costs and expenses
related to such transitioning of the Publishing Obligation (e.g., data migration
and third party consents) ("Transition Costs").

                (b)     If this Agreement is terminated with respect to any
Service Area pursuant to Section 6.1(b), the Parties shall cooperate in good
faith to transition the Publishing Obligation with respect to such Service Area
to such Person or Persons that SureWest desires as soon as reasonably
practicable and to ensure that the Publishing Obligation is discharged until
such transition is complete, with SureWest bearing all Transition Costs.

                (c)     If this Agreement is terminated pursuant to Section
6.2(a) or Section 6.2(c), the Parties shall cooperate in good faith to
transition the Publishing Obligation to such Person or Persons that SureWest
desires as soon as reasonably practicable and to ensure that the Publishing
Obligation is discharged until such transition is complete, with Publisher
bearing all Transition Costs.

                                       22
<PAGE>

                (d)     If this Agreement is terminated with respect to any
Service Area pursuant to Section 6.2(b), the Parties shall cooperate in good
faith to transition the Publishing Obligation with respect to such Service Area
to such Person or Persons that SureWest desires as soon as reasonably
practicable and to ensure that the Publishing Obligation is discharged until
such transition is complete, with the Publisher bearing all Transition Costs.

         Section 6.4.   Termination Without Prejudice. No Party shall be subject
to damages or have any other liability to the other Party solely as a result of
such Party's terminating this Agreement in accordance with its terms, and any
such termination of this Agreement, or any decision not to so terminate, by a
Party shall be without prejudice to any other right or remedy of such Party
under this Agreement or applicable law.

                                  ARTICLE VII
                     OTHER DEFAULTS; LIMITATION OF LIABILITY

         Section 7.1.   Other Defaults. If a Party commits an Other Default, the
non-defaulting Party may (as in the event of any Material Default, Service Area
Default or Primary Directory Default) pursue a claim for damages or any other
remedy, but shall have no right to terminate this Agreement unless such Party
obtains a judicial determination that termination is an appropriate remedy for
such Other Default.

         Section 7.2.   Limitation of Liability. Except with respect to
indemnity obligations hereunder, neither Party, or its Affiliates, shall be
liable to the other Party, or its Affiliates, for any damages other than direct
damages, except in the case of fraud or willful misconduct. Each Party agrees
that it is not entitled to recover and agrees to waive any claim with respect
to, and shall not seek, consequential, punitive or any other special damages as
to any matter under, relating to or arising out of the transactions contemplated
by this Agreement, except with respect to such claims and damages arising
directly out of a Party's fraud or willful misconduct.

                                  ARTICLE VIII
                               EXCUSED PERFORMANCE

         Section 8.1.   General Force Majeure. Neither Party shall be in default
under this Agreement or liable for any nonperformance that is caused by any
unforeseeable occurrence or circumstance beyond such Party's reasonable control
(including epidemic, riot, unavailability of resources due to national defense
priorities, war, armed hostilities, industry-wide strike, walkouts, civil
disobedience, embargo, fire, flood, drought, storm, pestilence, lightning,
explosion, power blackout, earthquake, volcanic eruption, civil or military
authority, act of God, act of a public enemy, act of terrorism, act of sabotage,
act or omission of carriers, or other natural catastrophe or civil disturbance)
during the period and to the extent that such extraordinary condition delays,
impairs or prevents such Party's performance. Provided that the Party whose
performance of obligations under this Agreement is delayed or otherwise impaired
as a result of such event (the "Affected Party") has implemented and executes
any Disaster Recovery Plan required herein and has notified the other Party in
writing of the nature of such event and of the expected delay in or other
impairment of performance upon the occurrence of a force majeure event, then the
original scheduled date for an obligation of the Affected Party shall be deemed
extended as necessary for the Affected Party to perform such obligation by using
its best efforts as affected by the force majeure event, provided that if such
force majeure event will prevent (or is reasonably expected to prevent) the
Publisher from meeting one or more of its obligations hereunder for more than
one hundred twenty (120) consecutive days, the SureWest Parties shall have the
option to terminate this Agreement immediately upon written notice. During any
occurrence of a force majeure event affecting Publisher's ability to perform
hereunder, Publisher will give the SureWest Parties equal or better allocation
priority to that of any other customer of Publisher. Unless this Agreement has
been so terminated, upon the cessation of a force majeure event, the Affected
Party shall inform the other Party of the date on which that Party's obligations
under this Agreement shall be reinstated.

                                       23
<PAGE>

         Section 8.2.   Disaster Recovery Plan. During the Term, Publisher will
maintain a written disaster recovery plan in order to facilitate the publication
of Directory Products to the extent possible in the event of a force majeure or
similar disruption. Such disaster recovery plan shall include terms to provide a
current grant to the SureWest Parties (through escrow or directly) of rights,
licenses, information, know-how and/or other deliverables as may be required to
enable the SureWest Parties to publish the Directory Products required by the
Legal Requirements in the event of a force majeure or similar circumstances.
Notwithstanding the SureWest Parties' review of any disaster recovery plan
and/or any change thereto, Publisher will at all times remain solely liable for
the adequacy and implementation of such disaster recovery plan. Publisher agrees
to comply fully with the terms of its disaster recovery plan upon occurrence of
any force majeure or similar circumstances.

                                   ARTICLE IX
                                  MISCELLANEOUS

         Section 9.1.   Confidentiality. The confidentiality provision set forth
in Section 6.3 of the Share Purchase Agreement is incorporated herein by
reference and shall apply to the Parties hereto. The obligations thereunder
shall survive the termination or expiration of this Agreement.

         Section 9.2.   Further Assurances. Each Party shall take such other
actions as the other Party may reasonably request or as may be necessary or
appropriate to consummate or implement the transactions contemplated by this
Agreement or to evidence such events or matters.

         Section 9.3.   No Agency Right to Subcontract.

                (a)     Nothing in this Agreement or in any other document
related to this transaction, and no action of or inaction by either of the
Parties hereto shall be deemed or construed to constitute an agency relationship
between the Parties hereto. Each Party is acting independently of the other and
neither Party has the authority to act on behalf of or bind the other.

                (b)     Notwithstanding anything to the contrary contained
herein, Publisher shall be permitted, at any time and from time to time, to
carry out or otherwise fulfill its obligations set forth in Section 3.1(a)
through one or more agents, subcontractors or other representatives, each
engaged with due care and required to be experienced, capable and of similar
quality as Publisher, provided that in any event Publisher shall remain liable
for such obligations. Notwithstanding the foregoing, Publisher shall not have
the right to sublicense any marks or other intellectual property granted under
this Agreement, unless otherwise agreed in writing by the Parties.

                                       24
<PAGE>

         Section 9.4.   Governing Law; Service of Process; Jurisdiction. This
Agreement will be governed by and construed and interpreted in accordance with
the substantive laws of the State of California, without giving effect to any
conflicts of law rule or principle that might require the application of the
laws of another jurisdiction. The state or federal courts located within the
City of Sacramento, California shall have exclusive jurisdiction over any and
all disputes between the parties hereto, whether in law or equity, arising out
of or relating to this agreement and the agreements, instruments and documents
contemplated hereby and the parties consent to and agree to submit to the
exclusive jurisdiction of such courts. Each of the Parties hereby waives and
agrees not to assert in any such dispute, to the fullest extent permitted by
applicable law, any claim that (i) such Party is not personally subject to the
jurisdiction of such courts, (ii) such Party and such Party's property is immune
from any legal process issued by such courts, or (iii) any litigation or other
proceeding commenced in such courts is brought in an inconvenient forum. The
Parties hereby agree that mailing of process or other papers in connection with
any such action or proceeding in the manner provided in Section 9.8, or in such
other manner as may be permitted by law, shall be valid and sufficient service
thereof and hereby waive any objections to service accomplished in the manner
herein provided.

         Section 9.5.   Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER RELATED DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

         Section 9.6.   Amendments; Waivers. Except as expressly provided
herein, this Agreement and any attached schedule may be amended only by
agreement in writing of the Parties. No waiver of any provision nor consent to
any exception to the terms of this Agreement or any agreement contemplated
hereby shall be effective unless in writing and signed by both Parties and then
only to the specific purpose, extent and instance so provided. No failure on the
part of either Party to exercise or delay in exercising any right hereunder
shall be deemed a waiver thereof, nor shall any single or partial exercise
preclude any further or other exercise of such or any other right. In addition,
no course of dealing or failure of any Party to strictly enforce any term, right
or condition of this Agreement will be construed as a waiver of such term, right
or condition.

         Section 9.7.   No Assignment. Neither this Agreement nor any rights or
obligations hereunder are assignable by either Party without the express prior
written consent of the other Party; provided, however, that the prior written
consent of a Party may not be unreasonably withheld if:

                        (i)   the other Party desires to assign this Agreement
upon written notice to the other Party to any of its Affiliates (including
GateHouse Media Directories Holdings, Inc.) if the assigning Party requires such
Affiliate to agree in writing to assume this Agreement and each of the other
Commercial Agreements and the assigning Party remains liable for its obligations
under each such agreement; and

                                       25
<PAGE>

                        (ii)  there is a Change of Control of the other Party,
provided that if the transferring Party is no longer directly bound as a party
to this Agreement (e.g., because the Change of Control is a sale or transfer of
assets or is the result of a transaction pursuant to which the successor,
surviving or acquiring entity does not automatically succeed to the obligations
of such Party by operation of law), the successor, surviving or acquiring entity
shall agree in writing (in form and substance reasonably satisfactory to the
other Party) to assume this Agreement and each of the other Commercial
Agreements.

         Section 9.8.   Notices. All notices, demands and other communications
to be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be deemed to have been given: (i) immediately when
personally delivered; (ii) when received by first class mail, return receipt
requested; (iii) one (1) day after being sent by Federal Express or other
overnight delivery service; or (iv) when receipt is acknowledged, either
electronically or otherwise, if sent by facsimile, telecopy or other electronic
transmission device. Notices, demands and communications to the other party
will, unless another address is specified by such party in writing, be sent to
the address indicated below:

         If to Publisher, addressed to:

         GateHouse Media, Inc.
         350 WillowBrook Office Park
         Fairport, New York 14450
         Attention: Chief Executive Officer
         Fax: (585) 248-2631

         If to SureWest Parties, addressed to:

         SureWest Communications
         200 Vernon Street
         Roseville, California 95678
         Attention: President and Chief Executive Officer
         Fax: (916) 786-1800

         Section 9.9.   Entire Agreement. This Agreement, including any
schedules attached hereto, and the other Commercial Agreements constitute the
entire agreement between the Parties pertaining to the subject matter hereof and
supersedes all prior agreements and understandings of the Parties in connection
therewith.

         Section 9.10.  Severability. In the event that any one or more of the
provisions or parts of a provision contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or part of a provision of this Agreement or any other
jurisdiction, but this Agreement shall be reformed and construed in any such
jurisdiction as if such invalid or illegal or unenforceable provision or part of
a provision had never been contained herein and such provision or part shall be
reformed so that it would be valid, legal and enforceable to the maximum extent
permitted in such jurisdiction.

                                       26
<PAGE>

         Section 9.11.  Headings. The headings and captions set forth in this
Agreement are for convenience only and shall not be considered as part of this
Agreement nor as in any way limiting or amplifying the terms and provisions
hereof.

         Section 9.12.  Counterparts. This Agreement may be executed by
facsimile and in one or more counterparts for the convenience of the Parties
hereto, each of which shall be deemed an original and all of which together will
constitute one and the same instrument.

         Section 9.13.  Successors and Assigns; No Third Party Beneficiaries.
This Agreement is binding upon and shall inure to the benefit of each Party and
their respective successors or assigns, and nothing in this Agreement, express
or implied, is intended to confer upon any other Person or Governmental Entity
any rights or remedies of any nature whatsoever under or by reason of this
Agreement.

         Section 9.14.  Interpretation. The Parties each acknowledge that it has
been represented by counsel in connection with this Agreement. Accordingly, any
rule of law or any legal decision that would require interpretation of any
claimed ambiguities in this Agreement against the Party that drafted it has no
application and is expressly waived. The provisions of this Agreement shall be
interpreted in a reasonable manner to effect the intent of the Parties. In the
event of an inconsistency between the provisions of this Agreement and the
provisions of any of the other Commercial Agreements, the provisions of this
Agreement shall be controlling.

         Section 9.15.  Attorneys' Fees and Costs. If attorneys' fees or other
costs are incurred to secure performance of any obligations hereunder, or to
establish damages for the breach thereof or to obtain any other appropriate
relief, whether by way of prosecution or defense, the prevailing party will be
entitled to recover reasonable attorneys' fees and costs incurred in connection
therewith.

                            SIGNATURE PAGE TO FOLLOW

                                       27
<PAGE>

         IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
duly executed for and on its behalf as of the day and year first above written.

                                                    SUREWEST COMMUNICATIONS


                                                    By: /s/ Steven C. Oldham
                                                        ------------------------
                                                        Steven C. Oldham
                                                        President and CEO


                                                    SUREWEST TELEPHONE


                                                    By: /s/ Steven C. Oldham
                                                        ------------------------
                                                        Steven C. Oldham
                                                        President and CEO


                                                    GATEHOUSE MEDIA, INC.


                                                    By: /s/ Michael E. Reed
                                                        ------------------------
                                                        Michael E. Reed
                                                        Chief Executive Officer

                     SIGNATURE PAGE TO PUBLISHING AGREEMENT

                                       28