Amendment No. 5 to Asset Purchase Agreement



 Exhibit 10.17 
 Execution 
 AMENDMENT NO. 5 
 TO 
 ASSET PURCHASE AGREEMENT 
 THIS AMENDMENT NO. 5 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is
made as of the 15th day of September, 2008 (the “Effective Date”), between L.M. BERRY AND COMPANY, a Georgia corporation
(“Seller”), and THE BERRY COMPANY LLC, a Colorado limited liability company (“Purchaser”), as assignee of Local Insight Regatta Holdings, Inc. and successor to Local Insight Berry Holdings LLC. 
 R E C I T A L S: 
  

	 	A.	Purchaser and Seller are parties to that certain Asset Purchase Agreement dated as of February 1, 2008, as amended by that certain Amendment No. 1 to Asset Purchase
Agreement dated as of April 11, 2008, as further amended by that certain Amendment No. 2 to Asset Purchase Agreement dated as of April 17, 2008, as further amended by that certain Amendment No. 3 to Asset Purchase Agreement dated
as of April 18, 2008, and as further amended by that certain Amendment No. 4 to Asset Purchase Agreement dated as of July 7, 2008 (as so amended, the “Purchase Agreement”). 

  

	 	B.	Seller and Purchaser desire to further amend and modify the Purchase Agreement as set out in this Amendment. 

 NOW, THEREFORE, in consideration of the premises, and the mutual representations, warranties, covenants and agreements hereinafter set forth, the
parties hereto agree as follows: 
 1. Defined Terms. Capitalized terms used in but not defined in this Amendment shall have the
respective meanings ascribed thereto as set forth in the Purchase Agreement. 
 2. Amendment of Section 1.7(c). The reference to
“forty-five (45) calendar days” in the third sentence of Section 1.7(c) of the Purchase Agreement is hereby deleted and replaced with “sixty-four (64) calendar days.” 
 3. Effective Date. This Amendment shall become effective on the Effective Date. 
 4. No Other Amendments. Except as expressly amended and modified herein, the Purchase Agreement shall continue in full force and effect in
accordance with its terms. 
 5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute but one and the same instrument. It shall not be necessary that any single counterpart hereof be executed by all parties so long as at least one counterpart hereof is executed by each of
the parties hereto. 
 6. Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of
Delaware, without regard to its conflict of law principles. 
 [Signatures Appear on Following Pages] 







 IN WITNESS WHEREOF, the parties hereto have executed or have caused this Amendment to be
executed by a duly authorized officer or Authorized Representative as of the date first above written. 
  

			
	L.M. BERRY AND COMPANY
		
	By:	 	/s/ A. Langley Kitchings
	Name:	 	A. Langley Kitchings
	Title:	 	V.P. – General Counsel and Secretary


 [Signature Page to Amendment No. 5 to Asset Purchase Agreement]








 IN WITNESS WHEREOF, the parties hereto have executed or have caused this Amendment to be executed by a
duly authorized officer or Authorized Representative as of the date first above written. 
  

			
	THE BERRY COMPANY LLC
		
	By:	 	/s/ John S. Fischer
	Name:	 	John S. Fischer
	Title:	 	General Counsel and Secretary


 [Signature Page to Amendment No. 5 to Asset Purchase Agreement]