Ex-10.6



 







Exhibit 10.6




DIRECTORY SERVICES LICENSE AGREEMENT




by and between




R.H. DONNELLEY PUBLISHING & ADVERTISING, INC.,

(f/k/a Sprint Publishing & Advertising, Inc.)




CENDON, L.L.C.,




R.H. DONNELLEY DIRECTORY COMPANY,

(f/k/a Centel Directory Company)




EMBARQ CORPORATION,




EMBARQ DIRECTORY TRADEMARK COMPANY, LLC




and




CERTAIN SUBSIDIARIES OF EMBARQ CORPORATION

(formerly constituting the Sprint Local Telecommunications Division)




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1     DEFINITIONS
	 	 	2	 
	Section 1.1   Definitions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2     LICENSE TO PUBLISH
	 	 	8	 
	Section 2.1   License to Publish
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 3     GENERAL PUBLISHER OBLIGATIONS
	 	 	9	 
	Section 3.1   General
	 	 	9	 
	Section 3.2   No Adverse Changes to White Pages
	 	 	9	 
	Section 3.3   White Pages Listing
	 	 	9	 
	Section 3.4   Yellow Pages Listing
	 	 	9	 
	Section 3.5   Enhanced White Pages Products
	 	 	10	 
	Section 3.6   Geographic Coverage Area
	 	 	10	 
	Section 3.7   Interfiling
	 	 	10	 
	Section 3.8   Information Pages
	 	 	11	 
	Section 3.9   Warehousing; Initial and Secondary Distribution
	 	 	11	 
	Section 3.10   Accuracy
	 	 	12	 
	Section 3.11   Queries
	 	 	12	 
	Section 3.12   Publication Schedule
	 	 	12	 
	Section 3.13   Regulatory/Legal Matters Cooperation
	 	 	12	 
	Section 3.14   Complaints
	 	 	13	 
	Section 3.15   Recycling Services
	 	 	13	 
	Section 3.16   Agreements with CLECS
	 	 	13	 
	Section 3.17   Additional Listing Information
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 4     GENERAL EMBARQ OBLIGATIONS
	 	 	14	 
	Section 4.1   Distribution Information; Delivery Quantities
	 	 	14	 
	Section 4.2   Directory Sales-Initiated Changes
	 	 	14	 
	Section 4.3   Accuracy
	 	 	14	 
	Section 4.4   Complaints Relating to Embarq LEC’s Services
	 	 	14	 
	Section 4.5   Queries
	 	 	14	 
	Section 4.6   Directory Advertising Referrals
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 5     DIRECTORY ADVERTISING
	 	 	15	 
	Section 5.1   Policies
	 	 	15	 






 









 






	 	 	 	 	 
	Section 5.2    Restrictions on Advertising
	 	 	15	 
	Section 5.3    Embarq LEC Advertising
	 	 	15	 
	Section 5.5    Products and Services
	 	 	18	 
	Section 5.6    Embarq LEC Minimum Spend
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 6    OTHER COMMERCIAL AGREEMENTS
	 	 	19	 
	Section 6.1    Trademark License Agreement
	 	 	19	 
	Section 6.2    Publisher Trademark License Agreement
	 	 	19	 
	Section 6.3    Subscriber Listings Agreement
	 	 	19	 
	 
	 	 	 	 
	ARTICLE 7    BRANDING
	 	 	19	 
	Section 7.1    Print Directory Cover
	 	 	19	 
	Section 7.2    Other Covers and Home Pages
	 	 	20	 
	Section 7.3    Co-Branding
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 8    TERM AND TERMINATION
	 	 	21	 
	Section 8.1    Term
	 	 	21	 
	Section 8.2    Effects of Termination
	 	 	21	 
	Section 8.3    Early Termination by Embarq LEC
	 	 	22	 
	Section 8.4    Adverse Effect on the Licensed Marks
	 	 	23	 
	Section 8.5    Failure to Meet Regulatory Obligation
	 	 	24	 
	Section 8.6    Early Termination by Publisher
	 	 	24	 
	 
	 	 	 	 
	ARTICLE 9    SALE OF AN EMBARQ SERVICE AREA
	 	 	24	 
	Section 9.1    Sale of a Service Area
	 	 	24	 
	Section 9.2    Acquisition of a Service Area
	 	 	26	 
	 
	 	 	 	 
	ARTICLE 10    NONCOMPETE AND NONSOLICITATION
	 	 	27	 
	Section 10.1    Publisher Obligations
	 	 	27	 
	 
	 	 	 	 
	ARTICLE 11    CONFIDENTIAL INFORMATION
	 	 	28	 
	Section 11.1    Nondisclosure
	 	 	28	 
	Section 11.2    Relief
	 	 	28	 
	Section 11.3    Termination of Agreement
	 	 	29	 
	 
	 	 	 	 
	ARTICLE 12    REPRESENTATIONS AND WARRANTIES
	 	 	29	 
	Section 12.1    Embarq LEC Representations and Warranties
	 	 	29	 
	Section 12.2    Publisher Representations and Warranties
	 	 	29	 
	Section 12.3    Disclaimer of Warranties
	 	 	29	 






2









 






	 	 	 	 	 
	ARTICLE 13    INDEMNIFICATION; LIMITATION OF LIABILITY
	 	 	29	 
	Section 13.1    Publisher Indemnity
	 	 	29	 
	Section 13.2    Embarq LEC Indemnity
	 	 	30	 
	Section 13.3    Procedure
	 	 	30	 
	Section 13.4    Limitation of Liability
	 	 	31	 
	Section 13.5    Errors and Omissions
	 	 	31	 
	 
	 	 	 	 
	ARTICLE 14    ADDITIONAL REGULATORY REQUIREMENTS AND COSTS
	 	 	31	 
	Section 14.1    Regulatory Requirements
	 	 	31	 
	Section 14.2    Provision of Regulatory Information
	 	 	32	 
	 
	 	 	 	 
	ARTICLE 15    SHARING OF INFORMATION
	 	 	32	 
	Section 15.1    Credit Matters
	 	 	32	 
	Section 15.2    Publisher Access to Embarq Directory System
	 	 	32	 
	 
	 	 	 	 
	ARTICLE 16    INTERNET OPERATIONS AND OTHER EMBARQ SERVICES
	 	 	32	 
	Section 16.1    Internet Links
	 	 	32	 
	Section 16.2    Embarq LEC Services
	 	 	32	 
	Section 16.3    Information Systems
	 	 	33	 
	 
	 	 	 	 
	ARTICLE 17    DISPUTE RESOLUTION
	 	 	33	 
	Section 17.1    Option to Negotiate Disputes
	 	 	33	 
	Section 17.2    Governing Law
	 	 	33	 
	Section 17.3    Forum Selection
	 	 	34	 
	Section 17.4    Waiver of Jury Trial
	 	 	34	 
	Section 17.5    Attorneys’ Fees
	 	 	34	 
	Section 17.6    Cumulative Remedies
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 18    REAFFIRMATION OF CENDON PAYMENTS
	 	 	34	 
	Section 18.1    Former CenDon Directory Agreements
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 19    GENERAL
	 	 	35	 
	Section 19.1    Assignment
	 	 	35	 
	Section 19.2    Subcontractors
	 	 	35	 
	Section 19.3    Relationship
	 	 	35	 
	Section 19.4    Notices
	 	 	35	 
	Section 19.5    Independent Contractor
	 	 	36	 
	Section 19.6    Entire Agreement
	 	 	36	 
	Section 19.7    Severability
	 	 	36	 






3









 






	 	 	 	 	 
	Section 19.8 Compliance with Laws/Regulations
	 	 	37	 
	Section 19.9 Force Majeure
	 	 	37	 
	Section 19.10 No Third Party Beneficiaries
	 	 	37	 
	Section 19.11 Binding Effect
	 	 	37	 
	Section 19.12 Waivers
	 	 	37	 
	Section 19.13 Exhibits
	 	 	37	 
	Section 19.14 Headings
	 	 	37	 
	Section 19.15 Survival
	 	 	38	 
	Section 19.16 Modifications
	 	 	38	 
	Section 19.17 Counterparts
	 	 	38	 
	Section 19.18 Embarq LEC Obligation
	 	 	38	 
	Section 19.19 Publisher Reasonable Efforts
	 	 	38	 







4









 








EXHIBITS




	 	 	 
	Exhibit A

	 	Publication Schedule
	 
	 	 
	Exhibit B

	 	Advertising Policies
	 
	 	 
	Exhibit C

	 	Directory Cover Policies
	 
	 	 
	Exhibit D

	 	Service Levels for Distributions
	 
	 	 
	Exhibit E

	 	Embarq LEC Service Areas
	 
	 	 
	Exhibit F

	 	Current Practices Regarding Suitability and Usability
	 
	 	 
	Exhibit G

	 	Trademark License Agreement
	 
	 	 
	Exhibit H

	 	Publisher Trademark License Agreement
	 
	 	 
	Exhibit I

	 	Regulatory Cost Reimbursement Policies
	 
	 	 
	Exhibit J

	 	Co-Brand Standards







 









 








DIRECTORY SERVICES LICENSE AGREEMENT




     THIS DIRECTORY SERVICES LICENSE AGREEMENT (“Agreement”) is dated as of this
16th day of May, 2006, by and between R.H. Donnelley Publishing & Advertising, Inc.
(f/k/a Sprint Publishing & Advertising, Inc.), a Kansas corporation (“RHDPA”), R.H.
Donnelley Directory Company (f/k/a Centel Directory Company), a Delaware corporation
(“RHDDC”), and CenDon, L.L.C., a Delaware limited liability company (“CenDon”),
(RHDPA, RHDDC and Cendon are referred to collectively in this Agreement as the
“Publisher”), Embarq Corporation, a Delaware corporation (“Embarq Parent”), Embarq
Directory Trademark Company, LLC, a Delaware limited liability company (“Embarq Trademark
Co.”), and Embarq Minnesota, Inc. (f/k/a Sprint Minnesota, Inc.), Embarq Florida, Inc. (f/k/a
Sprint — Florida, Incorporated), Carolina Telephone & Telegraph Co., United Telephone — Southeast,
Inc., United Telephone Company of the Carolinas, United Telephone Company of Southcentral Kansas,
United Telephone Company of Eastern Kansas, United Telephone Company of Kansas, Embarq Missouri,
Inc. (f/k/a Sprint Missouri, Inc.), United Telephone Company of Texas, Inc., United Telephone
Company of the West, The United Telephone Company of Pennsylvania, United Telephone Company of New
Jersey, Inc., United Telephone Company of the Northwest, United Telephone Company of Ohio, United
Telephone Company of Indiana, Inc., Central Telephone Company, Central Telephone Company of
Virginia and Central Telephone Company of Texas (collectively, “Embarq LEC” and, together
with Embarq Parent and Embarq Trademark Co., the “Embarq Companies” and each, an
“Embarq Company”), each of which is a certificated provider of local telephone exchange
service. Publisher, Embarq Trademark Co. and Embarq LEC are sometimes referred to in this
Agreement as a “Party” and collectively as the “Parties.”



RECITALS:




     A. RHDPA, RHDDC, CenDon, Publisher, Sprint Nextel Corporation (f/k/a Sprint Corporation), a
Kansas corporation (“Sprint Nextel”), Sprint Directory Trademark Company, LLC, a Delaware
limited liability company and the Sprint Local Telecommunications Division are parties to that
certain Directory Services License Agreement, dated January 3, 2003 (the “Original DSLA”),
which was entered into pursuant to that certain Stock Purchase Agreement, by and between Sprint
Nextel, Centel Directories LLC, a Delaware limited liability company and RHD (the “Stock
Purchase Agreement”), dated September 21, 2002 (which date is referred to from time to time in
this Agreement). This Agreement is entered into in satisfaction of Section 9.1(b) of the Original
DSLA, which provides that upon any direct or indirect sale or transfer of all or any part of its
Original Service Area, the purchaser will enter into separate agreements in a form reasonably
satisfactory to Publisher that contain substantially identical terms and conditions as the Original
DSLA, the other Original Commercial Agreements and the Original Non-Competition Agreement with
respect to the transferred Original Service Area(s);



     B. Sprint Nextel intends to spin-off Embarq Parent, including Embarq LEC, after which time
Embarq Parent and Embarq LEC will no longer be Subsidiaries of Sprint Nextel (the
“Spin-off”). The Parties are entering into this Agreement, the other Commercial Agreements
and the Non-Competition Agreement pursuant to Section 9.1(b) of the Original DSLA;



     C. In this Agreement, “Embarq LEC” refers to both the entities that constitute Embarq LEC as
such entities existed as Subsidiaries of Sprint Nextel prior to the Spin-off and



 









 







the entities that constitute Embarq LEC as such entities will exist as Subsidiaries of Embarq
Parent after the Spin-off, in each case as the context requires;



     D. This Agreement, the other Commercial Agreements and the Non Competition Agreement will
become effective upon the consummation of the Spin off and will supersede and replace in their
entirety the Original DSLA and the other Original Commercial Agreement but will not supersede the
Original Non-Competition Agreement;



     E. Embarq LEC desires to license to Publisher the right to produce, publish and distribute the
Embarq Directories on the terms and conditions set forth in this Agreement and the other Commercial
Agreements;



     F. Publisher desires to produce, publish and distribute the Embarq Directories on the terms
and conditions set forth in this Agreement and the other Commercial Agreements;



     G. The Embarq Companies desire to grant, and Publisher desires to obtain, subject to the terms
and conditions of this Agreement and the other Commercial Agreements, a license to use the
trademarks and service marks listed in the Trademark License Agreement (as defined in Section 6.1)
in connection with the Embarq Directories; and



     H. The Parties desire to set forth certain understandings among themselves with respect to
certain aspects of Publisher’s business from and after the Effective Date.



AGREEMENT




     NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties,
covenants and agreements set forth in this Agreement, the Parties agree as follows:



ARTICLE 1



DEFINITIONS




     Section 1.1 Definitions. The following defined terms used in this Agreement will have
the meanings specified below:



     (a) “Advertising Policies” means the policies set forth on Exhibit B.



     (b) “Affiliate” means a person or entity that directly or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control with, the person or
entity specified.



     (c) “CLEC” means any competitive local exchange carrier operating within the Service
Areas.



     (d) “Commercial Agreements” means this Agreement, the Trademark License Agreement, the
Publisher Trademark License Agreement and the Subscriber Listings Agreement.



2









 





     (e) “Confidential Information” means all information and documentation of a Party
which such Party does not make generally available to the public, including confidential and/or
proprietary technical or business information, confidential marketing and business plans and
customer lists. Confidential Information does not include information which (i) was in the
possession of the receiving Party free of restriction prior to its receipt from the disclosing
Party, (ii) is or becomes publicly known or available through no breach of this Agreement by the
receiving Party, (iii) is rightfully acquired by the receiving Party free of restrictions on its
disclosure, or (iv) is independently developed by personnel of the receiving Party to which
“Confidential Information” has not been previously disclosed. Subscriber Listing Information will
be considered “Confidential Information” of Embarq LEC until the publication of such information in
an Embarq Directory, or until such information otherwise ceases to be “Confidential Information”
for any of the reasons (i) through (iv) cited above.



     (f) “Current Practices” means the ordinary and customary business practices of
Publisher during the twelve month period prior to September 21, 2002.



     (g) “DCR Close Date” means the final date that service orders are accepted for an
Embarq Directory.



     (h) “Directional Information” means subscriber name, address and primary telephone
number (including mobile telephone number), email address, types of goods or services offered,
hours of operation, methods of payment and other similar information primarily designed for the
purpose of directing consumers who are seeking a product or service to providers of that product or
service in order to satisfy such consumer’s previously recognized need or desire for such product
or service and is distinguished from “promotional information,” which is primarily designed to
stimulate (as opposed to direct) demand for products and services in consumers who did not
previously recognize such need or desire for such products or services.



     (i) “Directory Advertising” means any advertising purchased from Publisher for
inclusion in an Embarq Directory, including Premium Advertising Products. “Directory Advertising”
also includes (i) standard classified advertising and other advertising in Yellow Pages
Directories, such as display advertising and in-column advertisements, free listings, foreign
classified listings and listings under additional headings in Yellow Pages Directories and (ii)
offerings of a promotional nature in White Pages Directories, including, without limitation red
splash and in-column advertisements. Notwithstanding the preceding sentence, “Directory
Advertising” does not include Enhanced White Pages Products.



     (j) “Directory Cover Policies” means the policies set forth on Exhibit C.



     (k) “Effective Date” means the date the Spin-off is consummated.



     (l) “Embarq Directory” means a White Pages Directory or a Yellow Pages Directory, or
both if such physical directories are bound together or such non-physical directories are produced
together, in each case as an integrated unit, distributed primarily in (or primarily directed at,
in the case of non-physical directories) a Service Area and branded with one or more of the
Licensed Marks.



3









 





     (k) “Embarq Entity” means Embarq Parent, Embarq Trademark Co., Embarq LEC or any of
their Affiliates. Embarq Parent, Embarq Trademark Co., Embarq LEC and their Affiliates are
collectively referred to as the “Embarq Entities.”



     (m) “Enhanced White Pages Products” means additional, alternate, foreign,
nonpublished, nonlisted, enhanced, vanity or other listings, products or advertising in physical
media White Pages Directories that are of an informational nature (such as an extra phone number or
address) and were tariffed or price listed by the Sprint Local Telecommunications Division as of
September 21, 2002.



     (n) “Extended Area Service” means an exchange or other geographic area outside of a
Subscriber’s home exchange which is part of the Subscriber’s mandatory local calling area where
Legal and Regulatory Requirements mandate that Subscriber Listings for such Extended Area Service
area be included in such Subscriber’s local Embarq Directory.



     (o) “Geographic Coverage Area” for an Embarq Directory means the geographic area where
Subscribers reside whose Standard Listings are included in such Embarq Directory.



     (p) “ILEC” means an incumbent local exchange carrier.



     (q) “Information Pages” means basic information pages generally included at the front
of a physical media Embarq Directory (and also a non-physical media Embarq Directory but only if
and to the extent that Legal and Regulatory Requirements require similar information to be included
in non-physical media Embarq Directories), commonly referred to in the telephone directory
publishing industry as “Preliminary Pages” or “Information Pages,” which (i) relate to services
provided by Embarq LEC to its customers or (ii) are required by the Legal and Regulatory
Requirements.



     (r) “Initial Distribution” means the primary distribution of a physical media Embarq
Directory to Subscribers located within the applicable Service Area pursuant to the terms and
conditions of this Agreement.



     (s) “Interfile” means the process of combining Subscriber Listing Information from
Subscribers in two or more local exchange carriers or geographic areas into a single set of
alphabetical listings, or combining residential and business Subscriber Listing Information into a
single set of alphabetical listings. When referring to captions, “Interfile” means the process of
combining Subscriber Listing Information of businesses operating under the same name, or other
subscribers with multiple telephone numbers, into a single listing with multiple addresses and/or
phone numbers.



     (t) “Legal and Regulatory Requirements” means all actions and requirements that are
necessary to enable Embarq LEC to fulfill, with respect to the Embarq Directories, (i) its
contractual obligations related to directories under interconnection and similar agreements entered
into between Embarq LEC and any CLEC and (ii) any order, injunction, decree, statute, law,
ordinance, principle of common law, rule, tariff or regulation related to directories and
applicable to Embarq LEC as a local exchange carrier (including Embarq LEC’s compliance with any
applicable regulatory agency’s customs and practices).



4









 





     (u) “Listing Information Updates” means current data concerning business Subscribers
whose telephone service has been installed, disconnected, or otherwise changed, which data is
required by Publisher in connection with the publication of Embarq Directories and the sale of
Directory Advertising. Listing Information Updates are used to correct or add information in or to
the Embarq Directory and as sales leads for Directory Advertising sales.



     (v) “Local Advertising” means advertising (whether space or preferred placement of
listings) included in or accessible through a physical or non-physical directory that is intended
to provide Directional Information regarding, or otherwise promote, a business or other
organization located in or providing products or services in any Service Area. Notwithstanding the
preceding sentence, “Local Advertising” excludes advertising sold to or promoting a business (or
group of related businesses) that (i) sells products or services in three or more non-contiguous
states or five or more states, and (ii) primarily targets advertising to consumers who are located
or reside outside of the Service Areas. Notwithstanding the foregoing sentence, otherwise
unrelated businesses which collectively form a group solely for purposes of purchasing advertising
shall not qualify for the foregoing exclusion from “Local Advertising.”



     (w) “New Service Area” means any additional geographic area where since September 21,
2002 Embarq LEC has become or hereafter becomes by any manner (including without limitation
acquisition or purchase of rights) the ILEC. “New Service Area” does not include any geographic
areas in which Embarq LEC is a competitive local exchange carrier or becomes a competitive local
exchange carrier after September 21, 2002.



     (x) “Non-Competition Agreement” means that certain Non-Competition Agreement by and
among Embarq Parent, Embarq LEC, RHD and Publisher dated the date of this Agreement.



     (v) “Original Commercial Agreements” means (i) the Original DSLA, (ii) the Trademark
License Agreement, dated as of January 3, 2003, by and between Sprint Directory Trademark Company,
LLC, a Delaware limited liability company, RHDPA, CenDon and Centel Directory Company, a Delaware
corporation (“CDC”), (iii) the Publisher Trademark License Agreement, dated as of January
3, 2003, by and between RHDPA, CDC and Sprint Nextel and (iv) the Subscriber Listings Agreement,
dated as of January 3, 2003, by and between RHDPA, CenDon, CDC, Sprint Nextel and Embarq LEC.



     (w) “Original Non-Competition Agreement” means the Non-Competition Agreement, dated as
of January 3, 2003, by and between RHD, RHDPA, CenDon, CDC, Sprint Nextel and the Sprint Local
Telecommunications Division.



     (y) “Original Service Area” means the Service Area as defined in the Original DSLA.



     (z) “Premium Advertising Products” means premium and non-traditional advertising
products offered by Publisher with respect to the Embarq Directories, such as tab advertising,
banner advertising, filler advertising, and specific interest guides placed in the Embarq
Directories (e.g., menu or golf guides). Restricted Advertising Products are included in the
definition of Premium Advertising Products.



5









 





     (aa) “Publication Month” means the calendar month during which the majority of copies
of a particular issue of a physical media Embarq Directory are distributed pursuant to the Initial
Distribution for such Embarq Directory.



     (bb) “Publication Schedule” means the publication schedule provided to Embarq LEC by
Publisher from time to time, in the form set forth as Exhibit A, which schedule includes
the Publication Month and DCR Close Date with respect to each physical media Embarq Directory.



     (cc) “Restricted Advertising Products” means (i) advertising products in a physical
medium offered by Publisher with respect to physical media Embarq Directories which are visible
without opening the Embarq Directory or which are not physically attached to the Embarq Directory,
such as cover advertising, spine advertising, tab advertising, advertising on cards inserted into
the Embarq Directories (blow-in cards) and advertising which is distributed together with the
Embarq Directories (e.g., ride-a-long advertisements which are delivered with the Embarq
Directories or advertising on bags in which the Embarq Directories are delivered), (ii) advertising
which is displayed on the home page (or any similar feature) of a non-physical media Embarq
Directory or otherwise in a preferred or pop-up position with respect to the home page or similar
feature of any non-physical media Embarq Directory and (iii) the materials described in Section
3.9(c).



     (dd) “RHD” means R.H. Donnelley Corporation, a Delaware corporation.



     (ee) “Secondary Distribution” means the provision and distribution of a physical media
Embarq Directory to Subscribers who have newly subscribed to local telephone exchange service
within the applicable Service Area after Initial Distribution is completed and prior to publication
of the next issue of the Embarq Directory.



     (ff) “Service Areas” means geographic areas where the Sprint Local Telecommunications
Division was obligated to provide local telephone exchange service as the ILEC as of September 21,
2002, as such areas have been or may be extended to include any Extended Service Area markets. A
list of the Embarq Subsidiaries that own and operate Service Areas as of the date of this Agreement
is contained in Exhibit E.



     (gg) “Standard Listing” or “Listing” means an Embarq Directory listing
relating to a Subscriber. Except to the extent the Subscriber has requested that such information
not appear in an Embarq Directory, a “Standard Listing” or “Listing” with respect to an Embarq
Directory will consist of: (i) the Subscriber’s name and one associated telephone number and one
associated address and (ii) any information required by the Legal and Regulatory Requirements.



     (hh) “Subscriber” means a person or entity (i) that subscribes to wireline local
telephone exchange service from Embarq LEC in the Service Areas, (ii) that subscribes to wireline
local telephone exchange service in the Service Areas from a CLEC which has entered into an
agreement with Embarq LEC requiring Embarq LEC to publish such CLEC’s Subscriber Listing
Information in an Embarq Directory (e.g., an interconnection agreement), or (iii) whose Subscriber
Listing Information must be included in an Embarq Directory to meet Legal and Regulatory
Requirements.




6










 







     (ii) “Subscriber Listing Information” means (i) the names of Subscribers
within a specified geographic area, and their associated telephone numbers and listed addresses,
(ii) information required under applicable rules and regulations of the Federal Communications
Commission to be provided to any requesting directory publishers, and (iii) all other information
relating to Subscribers required to meet the Legal and Regulatory Requirements under this
Agreement. “Subscriber Listing Information” does not include information relating to Subscribers
who have requested to not be listed in an Embarq Directory, other than such information as may be
required to deliver Embarq Directories to such Subscribers.



     (jj) “Subsidiary” means each corporation, association, subsidiary, partnership,
limited liability company or other entity of which the applicable entity owns or controls, directly
or indirectly, a majority of the outstanding equity or voting interests.



     (kk) “White Pages Directory” means any directory, whether in a physical media (e.g.,
print or CD ROM) or non-physical media (e.g., electronic), produced, published or distributed by
Publisher that contains only Subscriber Listing Information, Information Pages, Enhanced White
Pages Products, Directory Advertising, and such other information required by the Legal and
Regulatory Requirements and may also include other information pertaining to Subscribers within the
Geographic Coverage Area, including, but not limited to, mobile telephone numbers, e-mail
addresses, website addresses and the like. The White Pages Directory may be bound or produced
together, in each case as an integrated unit, with a Yellow Pages Directory.



     (ll) “Yellow Pages Directory” means any directory, whether in a physical media (e.g.,
print or CD-ROM) or non-physical media (e.g., electronic), produced, published or distributed by
Publisher that contains Directional Information, Subscriber Listing Information, Directory
Advertising and other information, in each case with respect to Subscribers and businesses or
organizations located or providing products or services within the Geographic Coverage Areas. The
Yellow Pages Directory may be bound or produced together, in each case as an integrated unit, with
a White Pages Directory.



     (mm) Additional Definitions:



	 	 	 	 	 
	Term	 	Section	 
	Agreement
	 	Introduction	 
	Available Products
	 	 	5.4	 
	Brand Identity Standards
	 	 	7.3	(e)
	CenDon
	 	Introduction	 
	Centel LLC
	 	Recitals	 
	Co-Brand Standards
	 	 	7.3	(c)
	Embarq Companies
	 	Introduction	 
	Embarq Company
	 	Introduction	 
	Embarq LEC
	 	Introduction	 
	Embarq Parent
	 	Introduction	 
	Embarq Trademark Co.
	 	Introduction	 
	Expenses
	 	 	13.1	 
	First Option
	 	 	5.4	 
	Force Majeure
	 	 	19.9	 






7









 






	 	 	 	 	 
	Term	 	Section	 
	Former CenDon Directory Agreements
	 	 	18.1	 
	Initial Term
	 	 	8.1	 
	Licensed Marks
	 	 	6.1	 
	Losses
	 	 	13.1	 
	Non-Competition Agreement
	 	 	6.4	 
	Option Holders
	 	 	5.4	 
	Original DSLA
	 	Recitals	 
	Parties
	 	Introduction	 
	Party
	 	Introduction	 
	Publisher
	 	Introduction	 
	Publisher Co-Brand Marks
	 	 	7.3	(a)
	Publisher Marks
	 	 	6.2	 
	Publisher Trademark License Agreement
	 	 	6.2	 
	Renewal Term
	 	 	8.1	 
	Request
	 	 	9.2	 
	Reserved Products
	 	 	5.4	 
	RHDDC
	 	Introduction	 
	RHDPA
	 	Introduction	 
	Sprint Local Telecommunications Division
	 	 	12.1	 
	Sprint Nextel
	 	Recitals	 
	Stock Purchase Agreement
	 	Recitals	 
	Subscriber Listings Agreement
	 	 	6.3	 
	Term
	 	 	8.1	 
	Trademark License Agreement
	 	 	6.1	 






ARTICLE 2




LICENSE TO PUBLISH




     Section 2.1 License to Publish.



     (a) Embarq LEC hereby grants to Publisher a non-transferable (except as provided in Section
19.1 of this Agreement), exclusive license, without the right to sublicense, to produce, publish
and distribute on behalf of Embarq LEC the physical media and non-physical media Embarq Directories
on the terms and conditions set forth in this Agreement and the other Commercial Agreements;
provided, however, that nothing in this Section 2.1(a) will be deemed to preclude any Embarq Entity
from taking any actions or engaging in any activities (or authorizing a third party to take any
actions or engage in any activities) not otherwise prohibited under the Non-Competition Agreement.



     (b) Subject to Section 9.2, the Parties acknowledge that the license grants in this Section
2.1 will not apply to any New Service Areas.



     (c) Any material breach of this Section 2.1 will constitute a material breach of this
Agreement by Embarq LEC.



8









 





ARTICLE 3




GENERAL PUBLISHER OBLIGATIONS




     Section 3.1 General. Except for the obligations of Embarq LEC under this Agreement
and the Subscriber Listings Agreement, as between the Parties, Publisher will be responsible for
all activities relating to the production, publication and distribution of the Embarq Directories,
including the following:



     (a) the printing of the print Embarq Directories;



     (b) the compilation and layout of the Embarq Directories;



     (c) the purchasing of paper and other raw materials necessary to produce the print Embarq
Directories;



     (d) the marketing and promotion of the Embarq Directories;



     (e) all sales, billing and collection activities relating to Directory Advertising;



     (f) the preparation of advertisements in the Embarq Directories;



     (g) subject to Article 14, all actions that are necessary to enable Embarq LEC to fulfill the
Legal and Regulatory Requirements;



     (h) the distribution of the Embarq Directories; and



     (i) certain other matters related to the Embarq Directories as set forth in this Agreement.



     Section 3.2 No Adverse Changes to White Pages. Publisher will comply with the
schedule of the Current Practices that affect the suitability and usability of the physical media
White Pages Directories (such as font size, paperweight, or the publishing of objectionable
advertising content) as described on Exhibit F. Publisher will have the right to make
changes to Exhibit F as reasonably determined appropriate by Publisher to reflect cultural
and competitive changes; provided that no such change will have an adverse effect on the Licensed
Marks among a significant portion of the total population residing within the Service Areas in the
aggregate or violate any Legal and Regulatory Requirement.



     Section 3.3 White Pages Listing. Publisher will include a Standard Listing in the
applicable White Pages Directory as required by Legal and Regulatory Requirements for each
Subscriber based on the Subscriber Listing Information provided to Publisher by Embarq LEC pursuant
to the Subscriber Listings Agreement.



     Section 3.4 Yellow Pages Listing. Consistent with the Legal and Regulatory
Requirements, Publisher will include a Standard Listing in the applicable physical media Yellow
Pages Directory for each business Subscriber based on the Subscriber Listing Information provided
to Publisher by Embarq LEC pursuant to the Subscriber Listings Agreement. If



9









 







Publisher no longer
publishes an applicable physical media Yellow Pages Directory, then Publisher will include a
Standard Listing in the applicable non-physical media Yellow Pages Directory for each business
Subscriber based on the Subscriber Listing Information provided to Publisher by Embarq LEC.



     Section 3.5 Enhanced White Pages Products. Publisher will include in the physical
media White Pages Directories all Enhanced White Pages Products sold by Embarq LEC to the extent
that (a) Embarq LEC timely provides such Enhanced White Pages Products to Publisher, and (b) such
Enhanced White Pages Products do not conflict with any Legal and Regulatory Requirements. Embarq
LEC and its Affiliates will maintain the exclusive right to sell Enhanced White Pages Products.
Embarq LEC will bill for and retain all revenue for Enhanced White Pages Products sold by Embarq
LEC or its Affiliates. All other products sold with respect to White Page Directories may either
be sold by Publisher or Embarq. The Parties will agree upon a method to avoid conflicts in
distribution channels in connection with the activities described in this Section 3.5.



     Section 3.6 Geographic Coverage Area. Publisher will be entitled to determine each
Embarq Directory’s Geographic Coverage Area, except that (a) Publisher may not significantly expand
the scope of any White Pages Directory’s Geographic Coverage Area to include areas outside of the
applicable Service Area without providing prior written notice to Embarq LEC, and (b) Publisher may
not decrease the scope of any White Pages Directory’s Geographic Coverage Area without the prior
written consent of Embarq LEC, which will not be unreasonably withheld; provided that Embarq LEC’s
consent shall not be required (x) in the event Publisher decreases the scope of any underlay White
Pages Directory so long as Publisher distributes to the affected Subscribers a White Pages
Directory that covers the entire Geographic Coverage Area or (y) with respect to a White Pages
Directory not required to be published by Legal and Regulatory Requirements. Notwithstanding the
preceding sentence, (i) Publisher may not expand the scope of any Embarq Directory’s Geographic
Coverage Area as of January 3, 2003 such that more than 25% of the persons or businesses listed in
the Embarq Directory after the expansion reside outside of both (A) the Geographic Coverage Area of
the applicable Embarq Directory as of January 3, 2003 and (B) the applicable Service Area as of the
date of such determination, unless a greater expansion is required by the Legal and Regulatory
Requirements and (ii) Publisher may not expand the scope of any Embarq Directory’s Geographic
Coverage Area into any area unless such area is adjacent to the Geographic Coverage Area and shares
the same shopping patterns as the Geographic Coverage Area. Subject to Article 14, Publisher will
ensure that the Geographic Coverage Area of the Embarq Directories includes all geographic areas
that are required in order to fulfill the Legal and Regulatory Requirements, including any
requirements to include Listings for Extended Area Service markets. Embarq LEC will reimburse
Publisher for the costs associated with including Listings for Extended Area Service markets as set
forth on Exhibit I. Upon reasonable request, Publisher will provide to Embarq LEC coverage
maps and other information that generally identifies the Geographic Coverage Area for each Embarq
Directory. None of the foregoing shall preclude Publisher from publishing or distributing underlay
directories or changing their scoping in any Service Area so long as all Legal and Regulatory
Requirements are satisfied.



     Section 3.7 Interfiling. Publisher may Interfile the Listings in any Embarq
Directory. Interfiled Listings will be indistinguishable from Listings of other Subscribers in the
applicable



10









 







Embarq Directory. Embarq LEC may submit to Publisher for its consideration caption
listings in Embarq LEC’s preferred format, except that the methodology used and format for
Interfiling caption listings will be at Publisher’s sole discretion. Publisher will use
commercially reasonable efforts to provide Embarq LEC with written notice at least 120 days prior
to the DCR Close Date if Publisher intends to modify a White Pages Directory in order to effect
Interfiling and/or business-residence splits.



     Section 3.8 Information Pages.



     (a) In order to satisfy the Legal and Regulatory Requirements, (i) Embarq LEC may specify with
regard to the Information Pages the (A) content (including copy, layout, color and paper type) of
such pages, (B) placement of such pages, and (C) number of such pages, all as consistent with
Current Practices with respect to each Embarq Directory, and (ii) Embarq LEC may specify different
content with respect to such pages for each Embarq Directory. Embarq LEC will reimburse Publisher
for the costs associated with printing such Information Pages as set forth on Exhibit I.
Embarq LEC may specify more Information Pages for inclusion in an Embarq Directory than is
consistent with Current Practices, and the reasonable incremental costs incurred by Publisher in
connection with the printing of such additional pages and any other reasonable incremental related
costs, relative to Current Practices for such Embarq Directory, will be borne by Embarq LEC as set
forth on Exhibit I regardless of whether or not such additional pages are required in order
to satisfy the Legal and Regulatory Requirements. Embarq LEC must reimburse Publisher for any such
costs within sixty (60) days of receipt of Publisher’s invoice for such costs. Publisher will
include and publish the Information Pages as specified by Embarq LEC without alteration. Publisher
will not be obligated to publish any content with respect to the Information Pages that is contrary
to its reasonable publishing standards or any content that primarily promotes a party other than
Embarq LEC and its Affiliates, except in accordance with Legal and Regulatory Requirements.
Publisher will have the right to determine the format, style, content and number of all other
information pages in the Embarq Directories, except as otherwise provided in this Agreement and the
other Commercial Agreements.



     (b) In order for information to be included in the Information Pages section of a White Pages
Directory, Embarq LEC must provide adequate information to Publisher by the appropriate dates
(including those set forth in the Publication Schedule) for that White Pages Directory. In order
for any changes to be made to information in the Information Pages section of a White Pages
Directory prior to publication of that White Pages Directory, Embarq LEC must return proofs to
Publisher by the appropriate dates (including those set forth in the Publication Schedule for that
White Pages Directory).



     Section 3.9 Warehousing; Initial and Secondary Distribution.



     (a) Warehousing. Publisher will be responsible for warehousing print Embarq
Directories in quantities sufficient to perform the Initial Distributions and Secondary
Distributions and will warehouse such Embarq Directories in quantities sufficient to distribute
such Embarq Directories in accordance with Legal and Regulatory Requirements.



     (b) Distribution Services. Publisher will produce, publish and distribute Embarq
Directories with such frequency as is required to fulfill the Legal and Regulatory Requirements.



11









 







Publisher may adjust the specific publication date of an Embarq Directory within a given
publication cycle in order to meet Publisher’s reasonable business concerns. Unless otherwise
required by the Legal and Regulatory Requirements, Publisher may determine the number and
distribution means (subject to this Section 3.9(b)) of Embarq Directories to be delivered to each
Subscriber. Publisher will distribute at no cost to Embarq LEC a reasonable number of print Embarq
Directories to Embarq LEC offices and sites for administrative use, consistent with Current
Practices. Publisher also will fulfill, at its expense, reasonable requests for additional copies
of print Embarq Directories to be delivered to local, state, regional or national governmental
agencies. Publisher will meet or exceed the service levels for the Initial Distributions and the
Secondary Distributions set forth on Exhibit D. Publisher will have the right to make
changes to Exhibit D as reasonably determined appropriate by Publisher to reflect cultural
and competitive changes; provided that no such change will have an adverse effect on the Licensed
Marks among a significant portion of the total population residing within the Service Areas in the
aggregate or violate any Legal and Regulatory Requirement.



     (c) Ride Along Deliveries. Subject to the restrictions and limitations in Section
5.2, Publisher may distribute other materials with the Embarq Directories, including advertising,
marketing or promotional materials distributed by Publisher or others, at Publisher’s reasonable
discretion.



     (d) Additional Directories. Publisher will provide additional copies of print Embarq
Directories to Subscribers upon reasonable terms and conditions.



     Section 3.10 Accuracy. Publisher will work cooperatively with Embarq LEC and use
commercially reasonable efforts to ensure that the Standard Listings are accurate; provided that
the Parties recognize that the accuracy of the Standard Listings is based primarily upon the
information delivered by Embarq LEC to Publisher under the Subscriber Listings Agreement.



     Section 3.11 Queries. Publisher will provide Embarq LEC with contact numbers for
queries concerning services to be provided by Publisher under this Agreement, and will use
commercially reasonable efforts to respond to such queries within a timely fashion.



     Section 3.12 Publication Schedule. Publisher may modify the Publication Schedule from
time-to-time to reflect changes in the publication cycles of the Embarq Directories, including
changes to DCR Close Dates. Publisher will provide Embarq LEC with prompt written notice of any
changes to the Publication Schedule, and such revised Publication Schedule shall be deemed to be
incorporated as part of the terms and conditions of this Agreement in replacement of the prior
Publication Schedule.



     Section 3.13 Regulatory/Legal Matters Cooperation. Each Party will promptly notify
the other Party of, and at either Party’s request, the other Party will 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 regulatory or judicial
entity with jurisdiction over such Party. Publisher will cooperate with Embarq LEC with respect to
legal efforts to change legislation or regulations in an effort to minimize directory publication
costs.



12









 





     Section 3.14 Complaints. Publisher will have the responsibility for responding to
complaints relating to the Embarq Directories or to any Directory Advertising. Embarq LEC will
refer any such complaints to Publisher for its response. Publisher will use commercially
reasonable efforts to resolve such complaints. Upon request by Publisher, Embarq LEC will
cooperate with Publisher in order to resolve the complaints arising out of the services provided by
Publisher. Publisher will direct to Embarq LEC all calls received by Publisher that were intended
for Embarq LEC.



     Section 3.15 Recycling Services. Until at least January 3, 2008, Publisher will
handle recycling activities associated with the recovery of old print Embarq Directories in a
manner substantially consistent with Current Practices, but in any event in a manner consistent
with fulfilling the Legal and Regulatory Requirements.



     Section 3.16 Agreements with CLECs. Publisher will include in the Embarq Directories
all information that Embarq LEC is required to include in the Embarq Directories pursuant to Embarq
LEC’s agreements with CLECs (e.g., interconnection agreements). Publisher will treat Listings from
CLECs in the same manner as it treats Listings from Embarq LEC, and as required in order to fulfill
the Legal and Regulatory Requirements.



     Section 3.17 Additional Listing Information.



     (a) As permitted by applicable privacy and other laws, Publisher may request that Embarq LEC
provide to Publisher for inclusion in the Listings additional information in Embarq LEC’s
possession that Embarq LEC is not required to publish pursuant to the Legal and Regulatory
Requirements. Embarq LEC will be required to provide such information to Publisher if the cost to
Embarq LEC in the aggregate resulting from the provision of the information to Publisher is de
minimis, or if Publisher agrees to reimburse Embarq LEC for such cost. Otherwise, the Parties will
discuss in good faith the terms and conditions upon which such information may be provided by
Embarq LEC to Publisher.



     (b) Subject to applicable privacy and other laws, Embarq LEC may request that Publisher
include in the Listings additional information concerning Subscribers that Embarq LEC is not
required to publish pursuant to the Legal and Regulatory Requirements. Publisher will be required
to provide such information in the Listings if the cost to Publisher in the aggregate resulting
from the inclusion of the information is de minimis (in which case the cost will be borne by
Publisher), or if Embarq LEC agrees to reimburse Publisher for such cost; provided that Publisher
will not be required to provide such information in the Listings if it would be contrary to
directory publishing industry standards. Otherwise, the Parties will discuss in good faith the
terms and conditions upon which such information may be included in the Listings. If the provision
of any such additional information represents a revenue opportunity, then if such information
relates to a White Pages Directory, it shall be governed by Section 3.5 hereof, and if such
information relates to a Yellow Pages Directory, Publisher shall be entitled to sell or otherwise
provide such additional information and recognize all revenues in connection therewith under this
Agreement.



13









 





     (c) Notwithstanding the foregoing, Publisher will continue to include all Subscriber Listing
Information with respect to each Embarq Directory consistent with the Legal and Regulatory
Requirements.



ARTICLE 4




GENERAL EMBARQ OBLIGATIONS




     Section 4.1 Distribution Information; Delivery Quantities. At no charge to Publisher
and in a format consistent with Current Practices, Embarq LEC will provide Publisher with all
Subscriber distribution information, including non-published and non-listed Subscriber mailing and
hand-delivery information, including zip codes, in Embarq LEC’s possession reasonably required by
Publisher to perform its distribution obligations under this Agreement. Publisher will use this
information solely in connection with the delivery of Embarq Directories under this Agreement.
Where available, Embarq LEC also will provide to Publisher all street-mailing addresses associated
with each Subscriber’s enhanced 911 service.



     Section 4.2 Directory Sales-Initiated Changes. To the extent commercially practicable
with its existing systems, Embarq LEC will process Listing changes submitted to it via the
Directory Change Request (DCR) form from Publisher’s sales representatives. Embarq LEC further
agrees to timely process Listing changes and queries submitted to it via the form 3235, or any
later-created variation of that form, from Certified Marketing Representatives who sell national
Directory Advertising. In processing these Listings changes, Embarq LEC will correct its Listing
database as directed on the DCR or the form 3235.



     Section 4.3 Accuracy. Embarq LEC agrees to work cooperatively with Publisher and use
its commercially reasonable efforts to ensure that Subscriber Listing Information and Listing
Information Updates are accurate and complete, including by properly designating the appropriate
Subscriber Listing Information of non-published and unlisted Subscribers.



     Section 4.4 Complaints Relating to Embarq LEC’s Services. Embarq LEC will have the
responsibility for responding to complaints relating to Enhanced White Pages or local telephone
service. Publisher will refer any such complaints to Embarq LEC for its response. Embarq LEC will
use commercially reasonable efforts to resolve such complaints. Upon request by Embarq LEC,
Publisher will cooperate with Embarq LEC in order to resolve the complaints arising out of the
services provided by Embarq LEC. Embarq LEC will direct to Publisher all calls received by Embarq
LEC that were intended for Publisher.



     Section 4.5 Queries. Embarq LEC will provide Publisher with contact numbers for
queries concerning services provided by Embarq LEC to Publisher under this Agreement, and will
respond to any such queries in a timely fashion.



     Section 4.6 Directory Advertising Referrals. Embarq LEC will refer all Subscribers
interested in purchasing Directory Advertising to Publisher. Publisher will provide contact
information for this purpose to Embarq LEC.



14









 





ARTICLE 5




DIRECTORY ADVERTISING




     Section 5.1 Policies. Publisher will formulate all policies relating to Directory
Advertising, subject to the terms and conditions of this Agreement and the Trademark License
Agreement and will advise Embarq LEC in writing of material changes in these policies, except that
Publisher may not make any material change to the Advertising Policies or the Directory Cover
Policies without the prior written consent of Embarq LEC, which will not be unreasonably withheld,
particularly as necessary to permit Publisher to take advantage of advertising sales opportunities
that are being utilized by other significant directory publishers.



     Section 5.2 Restrictions on Advertising.



     (a) Publisher may not sell or include any advertising for telecommunications services
(including wireline or wireless voice or data services) in the Restricted Advertising Products, or
permit any branding of the Embarq Directories or the Restricted Advertising Products with any name
or brand (other than the name or brand of the ILEC in the applicable Service Area) that is
identified with the provision of telecommunications services (including wireline or wireless voice
or data services), except (i) as required by law, (ii) with Embarq LEC’s prior written consent,
(iii) as required by Legal and Regulatory Requirements, or (iv) as required by Publisher in order
to avoid a breach of any contract to which Publisher became a party prior to January 3, 2003 until
the end of the term of such contract (which will include any renewal only if such renewal is either
automatic or at the other party’s option).



     (b) Publisher may not sell or include in the Embarq Directories any Directory Advertising that
does not comply with the Advertising Policies (as they may be modified pursuant to Section 5.1) in
all respects; provided that a violation of this Section 5.2(b) that would otherwise constitute a
material breach of this Agreement will not be deemed to be a material breach of this Agreement so
long as Publisher has used reasonable efforts to comply with this Section and such violation is not
materially inconsistent with the performance of Publisher prior to the date hereof with respect to
the application of the then-existing Advertising Policies, and in no event will Publisher have any
responsibility for any advertising placed prior to January 3, 2003.



     Section 5.3 Embarq LEC Advertising. Publisher will provide Embarq LEC and the other
Embarq Entities access to and pricing for all Directory Advertising on a most-favored-customer
basis for similarly situated customers that are purchasing equivalent volumes and types of
advertising, including products that are subject to the right of first option pursuant to Section
5.4, except that such most-favored-customer terms for such advertising products will not be
available to Embarq LEC and the other Embarq Entities during the thirty (30) days prior to the
applicable DCR Close Date of a particular Embarq Directory.



     Section 5.4 Premium Advertising.



     (a) First Option.



15









 






     (i) The Embarq Entities (collectively, the “Option Holders”) will have a first
option with respect to the purchase of all Premium Advertising Products offered in the
Embarq Directories, except for Premium Advertising Products sold to another party in the
previous issue of the Embarq Directory that are renewed by such party as contemplated by the
provisions of this Section 5.4 (the “First Option”).




     (ii) Any Premium Advertising Products purchased by the Option Holders, whether pursuant
to an exercise of the First Option or made after the sales canvass commencement date for the
applicable Embarq Directory, will be subject to the most-favored-customer provision set
forth in Section 5.3. The applicable Embarq Entity will pay Publisher for any Premium
Advertising Products purchased within sixty (60) days of receipt of an invoice from
Publisher.




     (iii) Section 5.4(b) shall apply to Premium Advertising Products that were sold or were
available for sale in the immediately preceding issue of the Embarq Directory (“Current
Products”). Section 5.4(c) shall apply to Premium Advertising Products that were not
sold and were not available for sale in the immediately preceding issue of the Embarq
Directory (“New Products”).




     (iv) The Parties will work together in good faith to develop a commercially reasonable
process (which may be changed from time to time by the written consent of the Parties) to
implement further the intent of this Section 5.4.



     (b) Current Products.




     (i) Publisher will notify Embarq LEC of all Current Products in the applicable Embarq
Directory, specifying those Current Products available for purchase by the Option Holders
(“Available Products”) and those Current Products sold to another party in the
immediately preceding issue of the applicable Embarq Directory (“Reserved Products”)
four (4) times per year according to the following schedule:




     (A) Publisher will notify Option Holders on or about January 5 of each year for
Embarq Directories that are scheduled to begin sales canvass in March, April, or May
of the same year;




     (B) Publisher will notify Option Holders on or about April 5 of each year for
Embarq Directories that are scheduled to begin sales canvass in June, July, or
August of the same year;




     (C) Publisher will notify Option Holders on or about July 5 of each year for
Embarq Directories that are scheduled to begin sales canvass in September, October,
or November of the same year; and




     (D) Publisher will notify Option Holders on or about October 5 of each year for
Embarq Directories that are scheduled to begin sales canvass in December of the same
year or January or February of the following year.



16









 






     (ii) The Option Holders may exercise the First Option by providing Publisher with a
notice of exercise within thirty (30) days of Publisher’s notice. If the Option Holders
exercise the First Option with respect to Available Products, then Publisher shall provide
and the Option Holders shall purchase those Available Products on the terms specified by
Publisher in its notice. If the Option Holders exercise the First Option with respect to
Reserved Products, upon their becoming Available Products due to the non-renewal (for
whatever reason) of the Reserved Product by the prior advertiser, then Publisher shall
provide and the Option Holders shall purchase, on the terms specified by Publisher in its
notice, those Reserved Products.




     (iii) If the Option Holders do not exercise the First Option with respect to any
Current Product within thirty (30) days of Publisher’s notice, the First Option shall
expire, and Publisher shall be permitted to sell the Available Product (or a Reserved
Product that becomes an Available Product) for the applicable Embarq Directory to third
parties (at a price at equivalent volumes not less than that last offered to the Option
Holders for similar quantities or size). If Publisher reduces the price on an Available
Product (or a Reserved Product that becomes an Available Product) after the First Option has
expired, then Publisher must notify the Option Holders within five (5) days and must offer
the Option Holders the opportunity to purchase the Available Product at the new price prior
to offering the Available Product to a third party. If such price reduction occurs ten (10)
or more days prior to the final copy date for Premium Advertising Products, then the Option
Holders shall have five (5) days from Publisher’s notice to purchase the Available Product
at the new price. After five (5) days, Publisher may sell the Available Product to a third
party. If such price reduction occurs less than ten (10) days prior to the final copy date
for Premium Advertising Products, then the Option Holders shall have one (1) day from
Publisher’s notice to purchase the Available Product at the new price. After one (1) day,
Publisher may sell the Available Product to a third party.



     (c) New Products.




     (i) If a New Product becomes available for sale prior to the beginning of the sales
canvass for an Embarq Directory, Publisher will notify the Option Holders promptly of such
New Product, and the Option Holders may exercise the First Option by providing Publisher
with a notice of exercise within thirty (30) days of Publisher’s notice.




     (ii) If a New Product becomes available for sale during the sales canvass for an Embarq
Directory and there are at least twenty-one (21) days before the final copy date for Premium
Advertising Products, Publisher will notify the Option Holders promptly of such New Product,
and the Option Holders may exercise the First Option by providing Publisher with a notice of
exercise within ten (10) days of Publisher’s notice.




     (iii) If a New Product becomes available for sale during the sales canvass for an
Embarq Directory and there are less than twenty-one (21) days before the final copy date for
Premium Advertising Products, Publisher will notify the Option Holders promptly of such New
Product, and the Option Holders may exercise the First Option by providing Publisher with a
notice of exercise within one (1) days of Publisher’s notice.



17









 






     (iv) If the Option Holders exercise the First Option with respect to a New Product,
then the Option Holders shall be required to purchase the New Product on the terms specified
by Publisher in its notice.




     (v) If the Option Holders do not exercise the First Option with respect to any New
Product within the applicable time period specified in this Section 5.4(c), the First Option
shall expire, and Publisher shall be permitted to sell the New Product for the applicable
Embarq Directory to third parties (at a price at equivalent volumes not less than that last
offered to the Option Holders for similar quantities or size). If Publisher reduces the
price on a New Product after the First Option has expired, then Publisher must notify the
Option Holders within five (5) days and must offer the Option Holders the opportunity to
purchase the New Product at the new price prior to offering the New Product to a third
party. If such price reduction occurs ten (10) or more days prior to the the final copy
date for Premium Advertising Products, then the Option Holders shall have five (5) days from
Publisher’s notice to purchase the New Product at the new price. After five (5) days,
Publisher may sell the New Product to a third party. If such price reduction occurs less
than ten (10) days prior to the the final copy date for Premium Advertising Products, then
the Option Holders shall have one (1) day from Publisher’s notice to purchase the New
Product at the new price. After one (1) day, Publisher may sell the New Product to a third
party.



     (d) Notice. Any notice provided by Publisher to the Option Holders under this Section
5.4 shall include a description of Available, Reserved, and/or New Products, the pricing for such
products consistent with Section 5.3 above, and the projected sales canvass commencement and ending
dates and the projected final copy date for Premium Advertising Products for the applicable Embarq
Directory. Notice of exercise by Option Holders to Publisher under this Section 5.4 must specify
the Premium Advertising Products for which the First Option is exercised and must specify whether
it relates to Available, Reserved, and/or New Products. Notwithstanding Section 19.4, any Party
may use any of the following forms of notice to comply with this Section 5.4: overnight delivery,
electronic mail (whether generated by a limited inventory system or otherwise) or facsimile.



     Section 5.5 Products and Services. Except as prohibited by law, Publisher will offer
Embarq LEC all products and services that it offers other third parties on a non-discriminatory
basis.



     Section 5.6 Embarq LEC Minimum Spend. In calendar year 2006, Embarq Entities shall
purchase Directory Advertising from Publisher on the terms provided in this Article 5 aggregating
at least $3,000,000; provided that any purchases made by any Sprint Entities (as defined in the
Original DSLA) in calendar year 2006 will apply to such minimum spend requirement.



18









 





ARTICLE 6




OTHER COMMERCIAL AGREEMENTS




     Section 6.1 Trademark License Agreement. Pursuant to the Trademark License Agreement
in the form attached as Exhibit G (the “Trademark License Agreement”) executed
between Embarq Trademark Co. and Publisher as of the date of this Agreement, Publisher will receive
a license to use specific trademarks of Embarq Trademark Co. (the “Licensed Marks”) in
connection with the production, publication and distribution of the Embarq Directories. The terms
and conditions of the Trademark License Agreement are hereby incorporated by reference into this
Agreement.



     Section 6.2 Publisher Trademark License Agreement. Pursuant to the Publisher
Trademark License Agreement in the form attached as Exhibit H (the “Publisher Trademark
License Agreement”) executed among Embarq Parent, RHDPA and RHDDC as of the date of this
Agreement, Embarq Parent will receive a license to use specific trademarks of RHDPA and RHDDC (the
“Publisher Marks”) upon the occurrence of certain events for the production, publication
and distribution of telephone directories in certain geographic areas. The terms and conditions of
the Publisher Trademark License Agreement are hereby incorporated by reference into this Agreement.



     Section 6.3 Subscriber Listings Agreement. Pursuant to the Subscriber Listings
Agreement (the “Subscriber Listings Agreement”) executed between Embarq LEC and Publisher
as of the date of this Agreement, Publisher will receive a license to use the Subscriber Listing
Information and Listing Information Updates in accordance with the terms and conditions set forth
therein. The terms and conditions of the Subscriber Listings Agreement are hereby incorporated by
reference into this Agreement.



ARTICLE 7




BRANDING




     Section 7.1 Print Directory Cover. During the Term, and unless otherwise expressly
agreed to in writing by the Parties, at no cost to Embarq LEC or the other Embarq Entities, the
Licensed Marks will appear clearly and conspicuously on the front cover and the spine of each print
Embarq Directory (a) in the format and style specified in the Directory Cover Policies and (b) in
compliance with all other terms of this Agreement (including the Directory Cover Policies) and the
Trademark License Agreement. The design and layout of the front cover and the spines of the print
Embarq Directories must comply with the Directory Policies. Publisher may not make any change to
the Directory Cover Policies without the prior written consent of Embarq LEC, which will not be
unreasonably withheld, particularly as necessary to permit Publisher to take advantage of
advertising sales opportunities that are being utilized by other significant directory publishers.
Upon Embarq LEC’s reasonable request, Publisher will provide Embarq LEC with copies of the front
cover and spine of any print Embarq Directory prior to publication in order for Embarq LEC to
ensure compliance with this Article 7.



19









 





     Section 7.2 Other Covers and Home Pages. Any use of the Licensed Marks in connection
with and the design and layout of the cover, home page or similar feature of all non-print Embarq
Directories will comply with policies to be developed by the Parties which will be consistent with
the principles set forth in the Directory Cover Policies.



     Section 7.3 Co-Branding.



     (a) Publisher may co-brand the front covers and spines of the print Embarq Directories with
any trademark or trade name of Publisher (the “Publisher Co-Brand Marks”); provided that
the Licensed Marks are clearly the dominant brand (i.e., the co-brand will not be more than 80% of
the size of the Licensed Marks, except as otherwise provided in the Co-Brand Standards) on such
covers and spines and the co-branding complies with the Co-Brand Standards.



     (b) Publisher may co-brand the cover, home page or similar feature of any non-print Embarq
Directory and any print or non-print related aspects of producing, publishing or distributing
directories and soliciting and selling advertising in connection therewith in the Geographic
Coverage Areas, such as sales collateral, stationary, contracts, invoices, customer correspondence,
business cards and advertising and promotional materials with the Publisher Co-Brand Marks;
provided that the Licensed Marks are clearly the dominant brand (i.e., the co-brand will not be
more than 80% of the size of the Licensed Marks, except as otherwise provided in the Co-Brand
Standards) and the co-branding complies with the Co-Brand Standards.



     (c) The Co-Brand Standards are attached hereto as Exhibit J (collectively, the
“Co-Brand Standards”). If Publisher wishes to use the co-brand in a specific graphic use
that is outside of the agreed-upon Co-Brand Standards, the Parties will once again negotiate in
good faith to agree on Co-Brand Standards. Publisher may change the actual specific graphic uses
of the co-branding of the Purchaser Co-Brand Marks and the Licensed Marks pursuant to this Section
7.3; provided such specific graphic uses comply with the Co-Brand Standards and this Section 7.3.



     (d) Notwithstanding any other provision of this Agreement, Publisher may not include on the
front or back cover or spine of any print Embarq Directory or the cover, home page or similar
feature of any non-print Embarq Directory (i) any advertising for telecommunications services
(including wireline or wireless voice or data services) or (ii) any name or brand (other than the
name or brand of the ILEC in the applicable Service Area) (A) that is identified with the provision
of telecommunications services (including wireline or wireless voice or data services) except (x)
as required by applicable law or the Legal and Regulatory Requirements or (y) as required by
Publisher in order to avoid a breach of any contract to which Publisher became a party prior to
January 3, 2003 until the end of the term of such contract (which will include any renewal only if
such renewal is either automatic or at the other party’s option) or (B) of any entity engaged in
any business of the type listed in the “Restricted Headings” section of the Advertising Policies
attached as Exhibit B. The foregoing shall not preclude Publisher from including
photographs of the Las Vegas strip on any cover of any print Embarq Directory or on any cover, home
page or similar feature of any non-print Embarq Directory.



20









 





     (e) For the two year period prior to the end of any Initial Term or Renewal Term for which any
Party has provided notice to the others of its intention to terminate this Agreement at the end of
such term, the Parties will agree in writing, prior to publication, upon revisions to the Co-Brand
Standards, including the specific graphic uses of the Publisher Co-Brand Marks in relation to the
Licensed Marks to be applied to the front covers and spines of the print Embarq Directories and the
cover, home page or similar feature of any non-print Embarq Directory; provided that the Parties
hereby agree that the Licensed Marks shall no longer be required to be the dominant brand, and the
revised Co-Brand Standards shall be no more restrictive on Publisher than the then-existing
Co-Brand Standards or then-existing Brand Identity Standards (as defined in the Trademark License
Agreement).



     (f) In the event the Embarq Entities substitute any brand or trademark for the Licensed Marks
in their provision of local telephone exchange service as the ILEC in any Service Area Embarq
Trademark Co. will file U.S. trademark applications to register such new trademarks in its name for
at least all of the goods and services permitted to be used by Publisher pursuant to this Agreement
and the other Commercial Agreements, and upon first use such new trademarks will be deemed either
added or substituted, as the case may be, and become Licensed Marks on Exhibit A of the Trademark
License Agreement.



ARTICLE 8




TERM AND TERMINATION




     Section 8.1 Term. Except as otherwise provided in this Article 8, the term of this
Agreement will commence when and if the Effective Date occurs and will continue until December 31,
2052 (the “Initial Term”); provided that, if the Effective Date has not occurred prior to
October 31, 2006, this Agreement will terminate and become void and of no force and effect as if it
had never been entered into. Thereafter, the Agreement will automatically renew for successive
five year terms (“Renewal Term(s)”), unless either Party terminates the Agreement by
providing at least two years prior written notice to the other Party of its intent to terminate the
Agreement at the end of the Initial Term or any Renewal Term. The Initial Term and any Renewal
Term(s) are collectively referred to in this Agreement as the “Term.”



     Section 8.2 Effects of Termination. Except as otherwise provided in this Agreement,
upon termination of this Agreement:



     (a) Publisher will no longer have access under the Subscriber Listings Agreement or this
Agreement to Subscriber Listing Information from Embarq LEC. However, Embarq LEC will, upon the
request of Publisher, provide Publisher with access to listing information and updates with respect
to Subscribers consistent with Embarq LEC’s applicable regulatory obligations;



     (b) the indemnification obligations of the Parties set forth in Article 13 will continue
indefinitely, subject to any applicable statutes of limitation, and no termination of all or any
part of this Agreement will release any Party from liability for prior breaches of any provisions
of this Agreement;



21









 





     (c) Publisher’s obligations set forth in Section 10.1 will terminate immediately; and



     (d) except as set forth in Section 8.6 of this Agreement, the Non-Competition Agreement will
terminate immediately.



     Section 8.3 Early Termination by Embarq LEC.



     (a) If Publisher (i) materially breaches its obligations under this Agreement or any other
Commercial Agreement with respect to a particular Embarq Directory (or, if the breach is not
directly related to a particular Embarq Directory, a particular Service Area) and fails to cure
such material breach within a reasonable time period (not to exceed the later of (A) the next
publication of any affected directory or (B) twelve (12) months) after Embarq LEC provides written
notice to Publisher of such breach, or (ii) repeats the same material breach of its obligations
under this Agreement or any other Commercial Agreement with respect to a particular Embarq
Directory (or, if the breach is not directly related to a particular Embarq Directory, a particular
Service Area) two or more times following notice from Embarq LEC of the same breach with respect to
the same Embarq Directory (or, if the breach is not directly related to a particular Embarq
Directory, a particular Service Area), then Embarq LEC may, upon written notice to Publisher, in
addition to all other rights and remedies Embarq LEC may have under applicable law or regulation or
pursuant to this Agreement or any other Commercial Agreement, terminate the applicability of this
Agreement and the other Commercial Agreements to the affected Embarq Directory or Service Area
(including with respect to the Embarq Directories primarily distributed in or primarily directed at
such Service Area), as the case may be. In case of any such termination of the applicability of
this Agreement and the other Commercial Agreements pursuant to this Section 8.3(a), (i) the
provisions of Section 8.2 will apply to such terminated Service Area and/or the applicable Embarq
Directory(ies) (including the immediate termination of Publisher’s non-competition obligations
under Section 10.1 with respect to such terminated Service Area and/or the terminated Embarq
Directory(ies)) and (ii) at Embarq LEC’s option exercised by notice to Publisher at or prior to the
termination of the applicability of this Agreement to the terminated Embarq Directory(ies) or
Service Area, Publisher will continue to produce, publish and distribute the White Pages Directory
(including white pages listings and a classified business directory) under this Agreement for the
affected Service Area for one additional publication cycle following the date of termination at
Embarq LEC’s cost in order to enable Embarq LEC to meet the Legal and Regulatory Requirements (in
which case Publisher will continue to have access to Subscriber Listing Information with respect to
the applicable Embarq Directory(ies) under the Subscriber Listings Agreement solely for the purpose
of complying with this obligation).



     (b) In addition to the rights of Embarq LEC under Section 8.4, if (i) Publisher willfully
breaches this Agreement or any other Commercial Agreement with the intent of causing an adverse
impact on the Licensed Marks and (ii) such breach results in a material adverse effect on the
Licensed Marks among a significant portion of the total population residing within the Service
Areas in the aggregate, Embarq LEC may, upon written notice to Publisher, in addition to all other
rights and remedies Embarq LEC may have under applicable law or regulation or pursuant to this
Agreement and the other Commercial Agreements, terminate this Agreement and the other Commercial
Agreements.



22









 





     (c) If Publisher or any of its Subsidiaries directly or indirectly offers or sells, as
principal, agent or reseller, wireline or wireless voice or data telecommunications services in the
Geographic Coverage Areas which compete with an Embarq Entity’s business and such activities
continue for more than thirty (30) days following notice from Embarq LEC, Embarq LEC may, upon
written notice to Publisher, in addition to all other rights and remedies Embarq LEC may have under
any applicable law or regulation or pursuant to this Agreement and the other Commercial Agreements,
terminate this Agreement and the other Commercial Agreements. Notwithstanding the foregoing, if
Publisher or any of its Subsidiaries acquires an entity or business that directly or indirectly
offers, sells or promotes, as principal, agent or reseller, such telecommunications services,
Embarq LEC may not terminate this Agreement or any other Commercial Agreements under this Section
8.3(c) because of such offering, sale or promotion of such telecommunications services if Publisher
or such Subsidiary is attempting in good faith to divest or otherwise terminate the offer, sale and
promotion of such telecommunications services in the Geographic Coverage Areas, except that
Publisher or such Subsidiary must divest or otherwise terminate the offer, sale and promotion of
such telecommunications services within twelve (12) months of the closing of such acquisition.



     (d) In case of any termination of this Agreement and the other Commercial Agreements pursuant
to Section 8.3(b) or 8.3(c), (i) the provisions of Section 8.2 will apply (including the immediate
termination of the Publisher’s non-competition obligations under Section 10.1) and (ii) at Embarq
LEC’s option exercised by notice to Publisher at or prior to the termination of this Agreement,
Publisher will continue to produce, publish and distribute the White Pages Directories (including
white pages listings and a classified business directory) under this Agreement for one additional
publication cycle following the date of termination at Embarq LEC’s cost in order to enable Embarq
LEC to meet the Legal and Regulatory Requirements (in which case Publisher will continue to have
access to Subscriber List Information under the Subscriber Listings Agreement solely for the
purpose of complying with this obligation).



     (e) Any termination of this Agreement with respect to any particular Embarq Directory under
this Agreement shall constitute a termination with respect to both such Embarq Directory and any
related White Pages Directory or Yellow Pages Directory covering substantially the same
Subscribers, whether or not such White Pages Directory or Yellow Pages Directory is bound or
produced together with the affected Embarq Directory.



     Section 8.4 Adverse Effect on the Licensed Marks. If Publisher breaches this
Agreement or the Trademark License Agreement in a manner that results in a material adverse effect
on the Licensed Marks among a significant portion of the total population in the Geographic
Coverage Areas, in the aggregate, and such breach is incapable of cure or has not been cured by
Publisher within one hundred twenty (120) days following notice from Embarq LEC, Embarq LEC may,
upon written notice to Publisher, in addition to all other rights and remedies Embarq LEC may have
under any applicable law or regulation or pursuant to this Agreement and the other Commercial
Agreements, suspend all rights of Publisher to use the Licensed Marks under the Trademark License
Agreement in the affected Geographic Coverage Areas until such breach is cured. For purposes of
this Section 8.4 only, any breach that is substantially similar to an event that occurred prior to
the date hereof that did not result in a recall or recirculation of an Embarq Directory will not be
taken into account in determining whether a “material adverse effect” on the Licensed Marks has
occurred.



23









 





     Section 8.5 Failure to Meet Regulatory Obligations. If at any time during the Term,
Embarq LEC reasonably determines that Publisher is not likely to publish the White Pages
Directories for one or more Service Areas in accordance with the terms of this Agreement and in a
manner that would enable Embarq LEC to fulfill the Legal and Regulatory Requirements with respect
to such Embarq LEC Service Area(s), Embarq LEC will notify Publisher thereof, and Publisher will
use commercially reasonable efforts to cure. If Publisher fails to cure, Embarq LEC may elect to
publish such White Pages Directories itself or contract with third parties to publish such White
Pages Directories in order to fulfill the Legal and Regulatory Requirements.



     Section 8.6 Early Termination by Publisher. If any Embarq Company (a) materially
breaches its obligations under this Agreement, any other Commercial Agreement or the
Non-Competition Agreement with respect to a particular Embarq Directory (or, if the breach is not
directly related to a particular Embarq Directory, a particular Service Area) and fails to cure
such material breach within a reasonable time period (not to exceed twelve (12) months) after
Publisher provides written notice to Embarq LEC of such breach, or (b) repeats the same material
breach of its obligations under this Agreement or any other Commercial Agreement with respect to a
particular Embarq Directory (or, if the breach is not directly related to a particular Embarq
Directory, a particular Service Area) two or more times after notice from Publisher of the initial
such material breach with respect to such Embarq Directory (or, if the breach is not directly
related to a particular Embarq Directory, a particular Service Area), then Publisher may, upon
written notice to Embarq LEC, in addition to all other rights and remedies it may have under
applicable law or regulation or pursuant to this Agreement and the other Commercial Agreements,
terminate the applicability of this Agreement and the other Commercial Agreements with respect to
the affected Embarq Directory or Service Area (including with respect to the Embarq Directories
primarily distributed in or primarily directed at such Service Area), as the case may be. In the
case of such termination, the provisions of Section 8.2 will apply with respect to the affected
Service Area and/or the applicable Embarq Directory(ies), except that the Embarq Entities’
obligations set forth in the Non-Competition Agreement will survive with respect to the affected
Service Area and/or the applicable Embarq Directory(ies) until the later to occur of (i) the fifth
anniversary of such termination and (ii) December 31, 2052, except, that notwithstanding any other
provision of the Non-Competition Agreement, Embarq LEC will be permitted to publish White Pages
Directories (including white pages and classified business directories) in order to fulfill the
Legal and Regulatory Requirements.



ARTICLE 9




SALE OF AN EMBARQ SERVICE AREA




     Section 9.1 Sale of a Service Area.



     (a) Upon any direct or indirect sale or transfer by Embarq Parent, Embarq LEC or any other
Embarq Entity of all or any part of a Service Area(s) (whether by a sale of assets or capital stock
or by merger, including any change of control of Embarq Parent) the ultimate parent entity of the
purchaser of any Service Area and its appropriate Affiliates will:



24









 






     (i) be entitled to the benefit of and will be required to assume in writing and
continue all of Embarq Parent’s (in the case of the ultimate parent entity of the
purchaser), Embarq Trademark Co.’s (in the case of purchaser’s Affiliate that owns any
substituted brand and trademarks described in clause (ii) below) and Embarq LEC’s (in the
case of purchaser’s Affiliate that operates the Service Area, if other than the purchaser)
rights and obligations under this Agreement, the other Commercial Agreements and the
Non-Competition Agreement with respect to such Service Area (or part thereof) and the
related Embarq Directories;




     (ii) have the right (exercisable in such purchaser’s sole discretion) to substitute any
brand and trademarks for the brand and trademarks then used in the provision of local
telephone exchange service as the ILEC in the applicable Service Area (or part thereof); and




     (iii) if the purchaser or any of its Affiliates substitutes any brand or trademarks
pursuant to clause (ii) above, be obligated to substitute the substituted brand and
trademarks for the Licensed Marks and to substitute substantially similar usage standards
for the Brand Identity Standards, in each case pursuant to the terms and conditions of this
Agreement and the Trademark License Agreement.


In the case of any substitution for the Licensed Marks and the Brand Identity Standards as
described in clause (iii) above, Publisher will be required to accept such substitution in
accordance with the terms of this Agreement and the Trademark License Agreement.




     (b) At the closing of any sale or transfer of all or any part of a Service Area pursuant to
Section 9.1(a), Embarq Parent shall cause purchaser and its applicable Affiliates as contemplated
by Section 9.1(a)(i) to enter into separate agreements in a form reasonably satisfactory to
Publisher that contain substantially identical terms and conditions as this Agreement, the other
Commercial Agreements and the Non-Competition Agreement with respect to the transferred Service
Area(s) (or part thereof) and Embarq Directory(ies). Upon the execution of the agreements
referenced in the prior sentence, Publisher consents to the assignment and assumption of Embarq
Parent’s, Embarq LEC’s and Embarq Trademark Co.’s rights and obligations under this Agreement, the
other Commercial Agreements and the Non-Competition Agreement with respect to such Service Areas
(or part thereof) and related Embarq Directories to and by the purchaser and its Affiliates as
contemplated by Section 9.1(a)(i) without any ongoing obligations of Embarq Parent and its
Affiliates with respect thereto (i.e., a novation will occur). In addition, Embarq LEC will use
its good faith commercially reasonable efforts to cause the purchaser to agree that prior to any
substitution of any trademarks for the Licensed Marks pursuant to Section 9.1(a)(ii) the purchaser
and its Affiliates will (i) transfer ownership of any such substituted trademarks into a bankrupt
remote entity which has substantially similar governing documents as Embarq Trademark Co. and (ii)
enter into an agreement with Publisher that has substantially similar terms and conditions as the
SPV Agreement. This Agreement, the other Commercial Agreements, the SPV Agreement and the
Non-Competition Agreement will remain in full force and effect with respect to any Service Areas
(or parts thereof) which are not transferred.



25









 





     (c) Notwithstanding any novation of all or part of the Non-Competition Agreement pursuant to
Section 9.1(b), in the event all or any part of a Service Area is sold or transferred pursuant to
Section 9.1(a), Embarq Parent, Embarq LEC and their Affiliates will remain bound by the obligations
of the Non-Competition Agreement, including, without limitation, with respect to the then
applicable Geographic Coverage Areas relating to such sold or transferred Service Area (or part
thereof). Notwithstanding any sale of all or part of a Service Area, Embarq Parent, Embarq
Trademark Co. and their Affiliates will ensure that Publisher continues to have all rights to use
the Licensed Marks (as defined in the Trademark License Agreement) that are in effect as of the
consummation of such sale pursuant to this Agreement and the Trademark License Agreement until
substitution of brands or trademarks pursuant to Section 9.1(a)(ii).



     (d) Any material breach of this Section 9.1 will constitute a material breach of this
Agreement by Embarq LEC.



     Section 9.2 Acquisition of a Service Area. If Embarq LEC determines to outsource or
sell the directory publishing business in any New Service Area, Embarq LEC will request Publisher
to submit a written proposal to Embarq LEC outlining the specific terms and conditions under which
Publisher is willing to perform or acquire such business, which Publisher will submit within thirty
(30) days following Embarq LEC’s request if Publisher desires to pursue such opportunity. Embarq
LEC’s request (the “Request”) will specify which business it wishes to outsource or sell
and whether it wishes to outsource or sell such business. If Publisher does not submit a proposal
within such 30-day period, Embarq LEC may contract with a third party to perform or acquire the
business offered to Publisher consistent with the Request in Embarq LEC’s discretion. If Publisher
submits a proposal during such 30-day period, for a period of thirty (30) days following the
receipt by Embarq LEC of such proposal to Embarq LEC will negotiate in good faith with Publisher to
agree on terms and conditions under which Publisher would perform or acquire such business;
provided, however, that Embarq LEC agrees that the non-economic terms and conditions of this
Agreement and the Stock Purchase Agreement, to the extent they are applicable, will be acceptable
in connection with the acquisition or performance of such business. If no agreement has been
reached by the end of the thirty (30)-day period, Embarq LEC will request Publisher to submit a
final written proposal to Embarq LEC, who will have five business days to accept or reject such
proposal. If Embarq LEC and Publisher are unable to agree on terms for Publisher to perform or
acquire such business Embarq LEC may contract with a third party to perform or acquire such
business on terms which in the aggregate are no more favorable to such third party than last
offered in writing to Publisher. If Embarq LEC has not contracted with a third party within six
months of Embarq LEC and Publisher’s failing to reach agreement, this Section 9.2 will once again
apply. Notwithstanding the foregoing, Embarq LEC will not have any obligation to Publisher under
this Section 9.2 in connection with the extension or renewal of any contract under which a third
party is providing directory publishing services in a New Service Area at the time Embarq LEC
acquires or obtains such New Service Area.



26









 





ARTICLE 10




NONCOMPETE AND NONSOLICITATION




     Section 10.1 Publisher Obligations.



     (a) During the Term of this Agreement, Publisher agrees that neither Publisher nor any of its
Affiliates will directly or indirectly engage in, own, manage, operate, share any revenues of, or
have any profit or other equity interest in any business or entity (other than pursuant to this
Agreement or by ownership of less than five percent of the outstanding capital stock of a
corporation whose securities are publicly traded) that engages in the business of producing,
publishing and distributing (or selling advertising for inclusion in) any physical media directory
which contains Directional Information relating to Subscribers that is distributed primarily in a
Geographic Coverage Area; provided that Publisher may produce, publish or distribute (and sell
advertising for inclusion in) specialty guides or directories (e.g., niche, ethnic and new movers
guides) containing Subscriber Listing Information or Directional Information distributed primarily
in the Geographic Coverage Area, so long as (in any such case) such products do not materially
compete with and are not significant substitutes for the physical media Embarq Directories.


Notwithstanding the foregoing, if Publisher acquires an entity or business that is engaged in
operations that cause Publisher to otherwise be in violation of this Section 10.1(a), Publisher
will not be deemed to be in violation of this Section 10.1(a) if Publisher or its Affiliates is in
good faith attempting to divest or otherwise terminate the competing directories, except that
Publisher or its Affiliates must divest or otherwise terminate the production, publication and
distribution of such competing directories within twelve (12) months of the closing of the
acquisition or similar agreement by Publisher or its Affiliates. In addition, if Publisher is
acquired by an entity that is engaged in operations that cause Publisher to otherwise be in
violation of this Section 10.1(a), Publisher will not be deemed to be in violation of this Section
10.1(a) as a result of any activities by the acquiring party and its Affiliates (other than
Publisher and its Subsidiaries) that exist as of the closing of such sale. Any material breach of
this Section 10.1(a) will constitute a material breach of this Agreement by Publisher.




     (b) In the event of a termination of this Agreement pursuant to Section 8.3(a), 8.3(b) or
8.3(c) (in its entirety or with respect to any Embarq Directory or Service Area(s), as the case may
be), or any suspension of the right to use the Licensed Marks pursuant to Section 8.4, the
Publisher and its Affiliates will be prohibited from including on the cover or spine of any print
directory primarily distributed in the affected Service Areas or the cover, home page or similar
feature of any non-print directory primarily directed at persons or businesses within the affected
Service Areas any name or brand (other than the name or brand of the ILEC in the applicable Service
Area) that is identified with the provision of telecommunications services (including wireline or
wireless voice or data services). The restriction under this Section 10.1(b) shall continue until
(i) with respect to a termination pursuant to Section 8.3(a), 8.3(b) or 8.3(c), the later of (y)
the fifth anniversary of the effective date of such termination of this Agreement and (z) December
31, 2052, and (ii) with respect to a termination pursuant to Section 8.4, during the term of such
suspension.




27










 







     (c) During the two (2)-year period following the termination of this Agreement, Publisher will
not, directly or indirectly, through one or more of its Affiliates, on behalf of itself or any
other person, recruit or otherwise solicit or induce any employee of Embarq LEC or any of its
Affiliates or any of their successors to terminate his or her employment relationship with Embarq
LEC or its Affiliates (other than Publisher and its subsidiaries). The foregoing will not,
however, prohibit Publisher or any of its Affiliates from publishing any general public
solicitation of employment opportunities.



ARTICLE 11




CONFIDENTIAL INFORMATION




     Section 11.1 Nondisclosure. Each Party may disclose to the other Confidential
Information. Each Party agrees to keep Confidential Information of the other Party confidential,
and not to disclose such information to any third Party, except to those of its employees,
subcontractors, consultants and agents with a need to know and solely for the purpose of performing
the receiving Party’s obligations under this Agreement and the other Commercial Agreements and as
otherwise permitted under this Agreement and the other Commercial Agreements; provided that any
such employees, subcontractors, consultants or agents are informed by the recipient Party of the
confidential nature of the Confidential Information and agree to be bound by the terms no less
restrictive than this Article 11. The recipient of Confidential Information may use the
Confidential Information and make copies of Confidential Information only as reasonably necessary
to perform its obligations under this Agreement and the other Commercial Agreements and as otherwise
permitted under this Agreement and the other Commercial Agreements. All such copies will be
subject to the same restrictions and protections as the original. Each Party will safeguard such
Confidential Information from unauthorized use or disclosure with at least the same degree of care
with which the recipient Party safeguards its own Confidential Information. The recipient Party
will be responsible for any breach of this Article 11 by the recipient’s employees, subcontractors,
consultants or agents. Confidential Information belonging to a Party that is in the possession of
the other Party will be returned, or destroyed at the disclosing Party’s request, within thirty
(30) days after a written request is delivered to the recipient, including any copies made by the
recipient Party. If either Party loses or makes an unauthorized disclosure of the other Party’s
Confidential Information, it will notify such other Party immediately and use reasonable efforts to
retrieve the lost or wrongfully disclosed information. A Party may disclose Confidential
Information which is required to be disclosed by law, a court of competent jurisdiction or
governmental or administrative agency so long as the disclosing Party has been notified of the
requirement promptly after the receiving Party becomes aware of the requirement and so long as the
receiving Party undertakes all lawful measures to avoid disclosing such information until the
disclosing Party has had reasonable time to seek a protective order and complies with any
protective order that covers the Confidential Information to be disclosed.



     Section 11.2 Relief. Each Party agrees that the discloser of Confidential Information
would be irreparably injured by a breach of Section 11.1 by the recipient of such Confidential
Information or its representatives, and that the discloser will be entitled to seek equitable
relief, including injunctive relief and specific performance, in the event of any breach of the
provisions



28









 




of Section 11.1. Such remedies will not be deemed to be the exclusive remedies for a
breach of this Agreement, but will be in addition to all other remedies available at law or in
equity.




     Section 11.3 Termination of Agreement. The obligations and rights under this Article
11 will survive the termination of this Agreement for a period of three years from the effective
date of such cancellation or termination.



ARTICLE 12




REPRESENTATIONS AND WARRANTIES




     Section 12.1 Embarq LEC Representations and Warranties. Each of Embarq Parent, Embarq
Trademark Co. and Embarq LEC represents and warrants to Publisher that it has the power and
authority to enter into this Agreement. Embarq Parent further represents and warrants to Publisher
that the parties defined as “Sprint LTD” in the Original DSLA will be wholly-owned subsidiaries of
Embarq Parent as of the Effective Date, such entities conduct, and as of the Effective Date will
conduct, all of the wireline local telephone service business that has historically been provided
by the Sprint Local Telecommunications Division (as defined by the Original DSLA), and as of the
Effective Date neither Sprint Nextel nor any Affiliate of Sprint Nextel will conduct wireline local
telephone service business.



     Section 12.2 Publisher Representations and Warranties. Publisher represents and
warrants to Embarq LEC that Publisher has the power and authority to enter into this Agreement.



     Section 12.3 Disclaimer of Warranties. Except as expressly set forth in this Article
11, each Party makes no representation or warranty under this Agreement, and the Parties hereby
disclaim all other warranties, whether express, implied or statutory, including any warranty of
merchantability, fitness for a particular purpose, title, or noninfringement.



ARTICLE 13




INDEMNIFICATION; LIMITATION OF LIABILITY




     Section 13.1 Publisher Indemnity. Publisher will defend, hold harmless and indemnify
each Embarq Entity and its officers, directors, shareholders, employees, contractors, agents and
representatives from and against any and all losses, damages, claims, demands, suits, liabilities,
fines, penalties, costs, obligations, settlement payments, awards, judgments, deficiencies or other
charges (“Losses”) and any and all expenses incurred in connection with investigating,
defending or asserting any claim, action, suit or proceeding (“Expenses”) arising out of,
resulting from or based upon any pending or threatened claim, action, proceeding or suit by any
third party, whether based on contract, tort or otherwise, arising out of or in connection with:
(a) any errors, omissions, refusals to accept advertising, misclassification or misuse of
information, claimed or actual, concerning any of the Embarq Directories, except to the extent
resulting from any errors, omissions or misclassifications in the Subscriber Listing Information
provided by Embarq LEC under the Subscriber Listings Agreement; (b) any other claims by advertisers
with respect to the Embarq Directories; (c) any breach of this Agreement or any other Commercial
Agreement by Publisher; (d) Publisher’s activities with respect to the production,



29









 




publishing and distribution of the Embarq Directories; (e) the use of the Licensed Marks by Publisher in violation
of this Agreement or the Trademark License Agreement; and (f) breach by Publisher of any of its
representations or warranties set forth in Section 12.2.




     Section 13.2 Embarq LEC Indemnity. Embarq LEC (with respect to clauses (a)-(e) below)
and Embarq Parent (with respect to clause (f) below) will defend, hold harmless and indemnify
Publisher and each of its Affiliates, officers, directors, shareholders, employees, contractors,
agents and representatives from and against any and all Losses and Expenses arising out of,
resulting from or based upon any pending or threatened claim, action, proceeding or suit by any
third party, whether based on contract, tort or otherwise, arising out of or in connection with:
(a) claims resulting from errors, omissions or misclassifications in the Subscriber Listing
Information provided by an Embarq Entity; (b) any breach of this Agreement or the Subscriber
Listings Agreement by an Embarq Company; (c) breach by an Embarq Company of any of its
representations or warranties set forth in Section 12.1; (d) claims relating to Enhanced White
Pages or any services provided by an Embarq Entity, including without limitation, local, long
distance, wireless or other telecommunications services; (e) any failure to satisfy the Legal and
Regulatory Requirements accruing prior to the Effective Date; and (f) any breach of the
Trademark License Agreement by Embarq Trademark Co.



     Section 13.3 Procedure. Promptly after receipt by the indemnified party of notice by
a third party of a claim or of the commencement of any action or proceeding with respect to which
such indemnified party may be entitled to receive payment from the other party for any Losses or
Expenses, such indemnified party will notify the indemnifying party of the notice of such claim or
of the commencement of such action or proceeding; provided, however, that the failure to so notify
the indemnifying party will relieve the indemnifying party from liability under this Agreement with
respect to such claim, action or proceeding only if, and only to the extent that, such failure to
notify the indemnifying party results in the forfeiture by the indemnifying party of rights and
defenses otherwise available to the indemnifying party with respect to such claim, action or
proceeding. The indemnifying party will have the right, upon written notice delivered to the
indemnified party within thirty (30) days thereafter assuming formal responsibility for any Losses
and Expenses resulting from such claim, action or proceeding, to assume control of the defense of
such claim, action or proceeding, including the employment of counsel reasonably satisfactory to
the indemnified party and the payment of the fees and disbursements of such counsel. In any claim,
action or proceeding with respect to which indemnification is being sought hereunder, the
indemnified party or the indemnifying party, whichever is not assuming the defense of such action,
will have the right to participate in such matter and to retain its own counsel at such party’s own
expense. The indemnifying party or the indemnified party, as the case may be, will at all times
use reasonable efforts to keep the indemnifying party or the indemnified party, as the case may be,
reasonably apprised of the status of the defense of any action the defense of which they are
maintaining and to cooperate (at the expense of the indemnifying party) in good faith with each
other with respect to the defense of any such action. If the indemnifying party has assumed the
defense of a claim, action or proceeding, no indemnified party may settle or compromise such matter
or consent to the entry of any judgment with respect to such matter without the prior written
consent of the indemnifying party. An indemnifying party may not, without the prior written
consent of the indemnified party, settle or compromise any claim or consent to the entry of any
judgment with respect to which indemnification is being sought hereunder unless (a) simultaneously
with the effectiveness of



30









 




such settlement, compromise or consent, the indemnifying party pays in
full any obligation imposed on the indemnified party by such settlement, compromise or consent (b)
such settlement, compromise or consent contains a complete release of the indemnified party and its
Affiliates and their respective directors, officers and employees and (c) such settlement,
compromise or consent does not contain any equitable order, judgment or term which in any manner
affects, restrains or interferes with the business of the indemnified party or any of the
indemnified party’s Affiliates. In the event an indemnified party will claim a right to payment
pursuant to this Agreement not involving a third party claim covered by Article 13, such
indemnified party will send written notice of such claim to the appropriate indemnifying party.
Such notice will specify the basis for such claim. As promptly as possible after the indemnified
party has given such notice, such indemnified party and the appropriate indemnifying party will
establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or
otherwise) and, within five business days of the final determination of the merits and amount of
such claim, the indemnifying party will pay to the
indemnified party immediately available funds in an amount equal to such claim as determined
hereunder.




     Section 13.4 Limitation of Liability. None of an Embarq Company or Publisher or any
of their respective Affiliates will be liable to the other Party with respect to any breach of this
Agreement or the other Commercial Agreements (except the Trademark License Agreement) for any
indirect, incidental, consequential, reliance, or special damages suffered by such other Party
(including damages for harm to business, lost revenues, lost savings, or lost profits suffered by
such other Party), regardless of the form of action, whether in contract, warranty, strict
liability, or tort, including negligence of any kind whether active or passive, and regardless of
whether the Parties knew of the possibility that such damages could result. Each Party hereby
releases the other Parties (and such other Parties’ respective officers, directors, employees,
agents, partners, members and Affiliates) from any such claim. The limitation in this Section 13.4
will not apply to breaches of (a) the Parties’ indemnification obligations, as specified elsewhere
in Article 13 of this Agreement, or (b) the obligations of the Parties under Article 2 of this
Agreement.



     Section 13.5 Errors and Omissions.



     (a) Embarq LEC agrees to limit, by tariff or contract, its own and its contractors’ and
agents’ (and hence Publisher’s) liability to any Subscriber for any error or omission in any
Subscriber Listing Information to no more than the cost, if any, assessed to the Subscriber for
directory listing services.



     (b) Publisher agrees to limit, by contract, its own and its contractors’ and agents’ (and
hence Embarq LEC’s) liability to any advertiser for any error or omission in any Directory
Advertising to no more than the cost assessed to the advertiser for such Directory Advertising.



ARTICLE 14




ADDITIONAL REGULATORY REQUIREMENTS AND COSTS




     Section 14.1 Regulatory Requirements. Publisher will abide by and implement any
changes related to the production, publishing and distribution of the Embarq Directories that are



31









 




required in order to fulfill the Legal and Regulatory Requirements. This obligation includes
maintaining, retaining and producing upon request all records sufficient to show that Publisher has
complied with the Legal and Regulatory Requirements. In accordance with the policies attached on
Exhibit I, Embarq LEC will reimburse Publisher for reasonable incremental net costs
incurred by Publisher in connection with the production, publication and distribution of the Embarq
Directories resulting from Publisher’s obligations under this Agreement to comply with changes
after September 21, 2002 to the Legal and Regulatory Requirements (which is intended for these
purposes to include material changes to the terms of interconnection and similar agreements entered
into by Embarq LEC and any CLEC, and is not intended to include new agreements
entered into by Embarq LEC after September 21, 2002 on the terms and conditions existing as of
September 21, 2002). Publisher will be solely responsible for the costs of complying with any
changes after September 21, 2002 to any legal and regulatory requirements applicable to Publisher
which are not part of the Legal and Regulatory Requirements.




     Section 14.2 Provision of Regulatory Information. Embarq LEC will be responsible for
notifying Publisher of any changes to the Legal and Regulatory Requirements after the Effective
Date. The failure of Embarq LEC to notify Publisher of any such changes will not relieve Publisher
of its obligations to fulfill the Legal and Regulatory Requirements if Publisher knew, or should
have known, of any such changes to the Legal and Regulatory Requirements.



ARTICLE 15




SHARING OF INFORMATION




     Section 15.1 Credit Matters. Subject to applicable privacy and other laws, Embarq LEC
and Publisher will exchange information relating to customers who fail to pay their obligations to
Embarq LEC and Publisher, respectively.



     Section 15.2 Publisher Access to Embarq Directory System. Subject to reasonable
limitations imposed by Embarq LEC, including the assessment of a reasonable fee, Embarq LEC will
grant Publisher read-only access to the Subscriber Universal Directory System (or any successor
system) to allow Publisher to comply with is obligations under this Agreement.



ARTICLE 16




INTERNET OPERATIONS AND OTHER EMBARQ SERVICES




     Section 16.1 Internet Links. Each Party agrees to provide on its website an Internet
hyperlink to the other Party’s website during the Term, such hyperlink to be approved in advance by
the other Party in its reasonable business discretion, consistent with the purpose of and subject
to the terms and conditions of the Commercial Agreements.



     Section 16.2 Embarq LEC Services. Publisher and the applicable Embarq Entities have
executed telecommunications services agreements, which require Publisher to use the Embarq
Entities’ (but not their successors’) local, long distance and data services, on an exclusive basis
from the Effective Date until December 31, 2006; provided that (a) the Embarq Entities provide
Publisher such services on a most-favored-customer basis for similarly situated



32









 




customers that are
purchasing equivalent volumes and types of services, (b) the Embarq Entities provide the type,
prices and quality of services equal to the services provided by other parties and (c) the
requirements of this Section 16.2 shall
not apply to the extent that 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, except that the wireless services used by the general employees and sales people
of Publishers and directly paid for by Publisher will be Embarq LEC Services if available in the
employees’ locations.




     Section 16.3 Information Systems. Embarq LEC will negotiate in good faith any
enhancements that Publisher desires to make to connections between Publisher’s and Embarq LEC’s
information technology systems, including with respect to the format of Subscriber Listing
Information and updates.



ARTICLE 17




DISPUTE RESOLUTION




     Section 17.1 Option to Negotiate Disputes. The Parties will attempt in good faith to
resolve any issue, dispute, or controversy arising out of or relating to this Agreement, the
Subscriber Listings Agreement or the Non-Competition Agreement using the procedures in this Section
17.1. Either Party may give the other Party written notice of any dispute not resolved in the
normal course of business. Within ten (10) days after delivery of the notice, representatives of
the Parties will meet at a mutually acceptable time and place, and thereafter as often as they
reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute
by the respective representatives of the Parties within the time frames and escalation process set
forth below:



	 	 	 	 	 
	 	 	Embarq LEC (Title)	 	Publisher (Title)
	Within 10 days
	 	Vice President — Law, Marketing and Sales	 	General Counsel
	Within 20 days
	 	Vice President — Business Planning & Development	 	Chief Financial Officer
	Within 30 days
	 	Chief Executive Officer	 	Chief Executive Officer
	 
	 	 	 	 






     If a Party intends to be accompanied at a meeting by an attorney, the other Party will be
given at least two business days’ notice of such intention and may also be accompanied by an
attorney. All negotiations pursuant to this Section 17.1 are confidential and will be treated as
compromise and settlement negotiations for purposes of the Federal Rules of Evidence and State
Rules of Evidence.



     Section 17.2 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES IS GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS CONFLICT OF LAWS
PRINCIPLES.



33









 





     Section 17.3 Forum Selection. Any court proceeding brought by either Party shall be
brought in the United States District Court for
the District of Delaware in Wilmington, Delaware. Each Party agrees to personal jurisdiction
in such court.



     Section 17.4 Waiver of Jury Trial. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY
COURT ACTION ARISING AMONG ANY OF THE PARTIES, WHETHER UNDER OR RELATING TO THIS AGREEMENT, AND
WHETHER MADE BY CLAIM, COUNTER-CLAIM, THIRD PARTY CLAIM OR OTHERWISE.



     If for any reason the jury waiver is held to be unenforceable, the Parties agree to binding
arbitration for any dispute arising out of this Agreement under the applicable commercial rules of
the American Arbitration Association and 9 U.S.C. § 1, et. seq. Any arbitration will be
held in the Wilmington, Delaware metropolitan area and be subject to the Governing Law provision of
this Agreement. Discovery in the arbitration will be governed by the Local Rules applicable in the
United States District Court for the District of Delaware.



     The agreement of each Party to waive its right to a jury trial will be binding on its
successors and assigns and will survive the termination of this Agreement.



     Section 17.5 Attorneys’ Fees. The prevailing Party in any formal dispute will be
entitled to reasonable attorneys’ fees and costs, including reasonable expert fees and costs. This
provision will not apply if the prevailing Party rejected a written settlement offer that exceeds
the prevailing Party’s recovery.



     Section 17.6 Cumulative Remedies. No right or remedy in this Agreement conferred upon
or reserved to either Party is intended to be exclusive of any other right or remedy, and each and
every right and remedy will be cumulative and in addition to any other right or remedy under this
Agreement or under applicable law, whether now or hereafter existing. The Parties agree that
irreparable damage would occur in the event any provision of this Agreement was not performed in
accordance with its terms and that the Parties will be entitled to specific performance and
injunctive relief (without the necessity of posting bond) in addition to any other remedy to which
they are entitled at law or equity.



ARTICLE 18




REAFFIRMATION OF CENDON PAYMENTS




     Section 18.1 Former CenDon Directory Agreements. The Parties acknowledge that (a) the
Original DSLA superseded the Directory Services Agreement effective as of July 1, 2000, among
RHDPA, CenDon and the Sprint Local Telecommunications Division, which in turn had superseded the
CenDon Virginia Directory Agreement dated May 5, 1988, as amended; the CenDon Florida Directory
Agreement dated May 5, 1988, as amended; the CenDon Nevada Directory Agreement dated May 5, 1988,
as amended; and the CenDon North Carolina Directory Agreement, dated May 5, 1988, as amended
(collectively, the “Former CenDon Directory 
Agreements”) and (b) pursuant to the Limited Liability Company Agreement of CenDon,
dated April 27, 2000, CenDon assumed the rights and obligations of the CenDon Partnership (as



34









 




defined in such Limited Liability Company Agreement) under the Former CenDon Directory Agreements.




ARTICLE 19




GENERAL




     Section 19.1 Assignment. Except as provided in Section 9.1 of this Agreement, neither
Party may assign all or any of its rights or obligations under the Agreement without the prior
written consent of the other Party, except that either Party may assign all of its rights and
obligations under the Agreement (a) in connection with a sale of all or substantially all of its
assets or by merger if the purchaser assumes in writing all of the assigning Party’s rights and
obligations under this Agreement, the other Commercial Agreements and the Non-Competition Agreement
in a form reasonably acceptable to the other Party, (b) to (i) any of its Affiliates or (ii) any
lender or other party as collateral for any financing provided that no such assignment permitted by
this clause (b) will relieve such Party of any of its obligations under this Agreement.



     Section 19.2 Subcontractors. Notwithstanding the prohibition on sublicensing set
forth in the Subscriber Listings Agreement and Section 2.1 hereof, any Party may subcontract with
third parties or Affiliates of such Party for the performance of any of such Party’s obligations
under this Agreement. If any obligation is performed for either Party through a subcontractor, such
Party will remain fully responsible for the performance of this Agreement in accordance with its
terms, including any obligations it performs through subcontractors, and such Party will be solely
responsible for payments due to its subcontractors. No contract, subcontract or other agreement
entered into by either Party with any third party in connection with the provision of services
under this Agreement will provide for any indemnity, guarantee or assumption of liability by, or
other obligation of, the other Party with respect to such arrangement, except as consented to in
writing by the other Party. No subcontractor will be deemed a third party beneficiary for any
purposes under this Agreement.



     Section 19.3 Relationship. Nothing contained in this Agreement shall be construed to
create the relationship of employer and employee between any Embarq Entity and Publisher,
franchisor — franchisee, or to make any Embarq Entity or Publisher partners, joint venturer or
co-employer of the other, or result in joint service offerings to their respective customers.



     Section 19.4 Notices. Any notice required or permitted under this Agreement will be
in writing and will be hand-delivered, sent by confirmed facsimile or mailed by overnight express
mail. Notice will be deemed to have been given when such notice is received. Addresses for
notices are as follows:



35









 




If to an Embarq Company:



Embarq Corporation

5454 West 110th Street

Overland Park, Kansas 66211

Attention: Senior Vice President, Corporate Strategy & Development

Facsimile: 913-523-9625



With a copy to:



Embarq Corporation

5454 West 110th Street

Overland Park, Kansas 66211

Attention: Vice President & Corporate Secretary

Facsimile: 913-523-9825



If to Publisher:



R.H. Donnelley Corporation

1001 Winstead Drive

Cary, North Carolina 27513

Facsimile: 919-297-1518

Attention: General Counsel



or at such other address as either Party may provide to the other by written notice.




     Section 19.5 Independent Contractor. The relationship between the Parties is that of
an independent contractor. Each Party will be solely responsible for such Party’s employees,
including compliance with all employment laws, regulations, and rules and payment of wages,
benefits and employment taxes such as Social Security, unemployment, workers compensation and
federal and state withholding with respect to such employees.



     Section 19.6 Entire Agreement. The Commercial Agreements constitute the entire
understanding and agreement of the Parties concerning the subject matter of this Agreement and the
other Commercial Agreements, and on the Effective Date will supersede any prior agreements
(including the Original DSLA and the Original Commercial Agreements), representations, statements,
understandings, proposals, undertakings or negotiations, whether written or oral, with respect to
the subject matter expressly set forth in the Commercial Agreements. Notwithstanding anything to
the contrary in this Agreement, any of the other Commercial Agreements or any other agreement, that
the Original Non-Competition Agreement will continue in full force and effect as agreed to in
Section 9.1(c) of the Original DSLA. Notwithstanding the foregoing, the Subscriber Listings
Agreement and the terms and conditions contained therein are incorporated by reference into this
Agreement in their entirety.



     Section 19.7 Severability. If any term, condition or provision of this Agreement is
held to be invalid or unenforceable for any reason, such invalidity will not invalidate the entire
Agreement, unless such construction would be unreasonable. This Agreement will be construed



36









 




as if it did not contain the invalid or unenforceable provision or provisions, and the rights and
obligations of each Party will be construed and enforced accordingly, except that in the event such
invalid or unenforceable provision or provisions are essential elements of this Agreement and
substantially impair the rights or obligations of either Party, the Parties will promptly negotiate
in good faith a replacement provision or provisions.




     Section 19.8 Compliance with Laws/Regulations. Subject to Article 14, each Party will
comply with all federal, state, and local laws, regulations, rules, ordinances and orders relating
to the performance of its obligations and the use of services provided under the Agreement,
including any rulings, modifications, regulations or orders of the Federal Communications
Commission and/or any applicable state utility commission to the extent this Agreement is subject
to the jurisdiction of such regulatory authority.



     Section 19.9 Force Majeure. Neither Party will be liable for any delay or failure in
performance of any part of this Agreement caused by a Force Majeure condition, including acts of
God, a public enemy or terrorism, fires, floods, freight embargoes, earthquakes, volcanic actions,
wars (whether against a nation or otherwise), civil disturbances or other similar causes beyond the
reasonable control of the Party claiming excusable delay or other failure to perform (a “Force
Majeure”). If any Force Majeure condition occurs, the Party whose performance fails or is
delayed because of such Force Majeure condition will give prompt notice to the other Party, will
use commercially reasonable efforts to perform in spite of the Force Majeure condition and upon
cessation of such Force Majeure condition will give like notice and commence performance under the
Agreement as promptly as reasonably practicable.



     Section 19.10 No Third Party Beneficiaries. This Agreement is intended solely for the
benefit of the Parties, and no third-party beneficiaries are created by this Agreement. This
Agreement does not provide and should not be construed to provide third parties with any remedy,
claim, liability, reimbursement, cause of action or other privilege.



     Section 19.11 Binding Effect. This Agreement will be binding on and inure to the
benefit of the Parties, and their respective successors and permitted assigns.



     Section 19.12 Waivers. No waiver of any provision of this Agreement, and no consent
to any default under this Agreement, will be effective unless the same is in writing and signed by
an officer of the Party against whom such waiver or consent is claimed. In addition, no course of
dealing or failure of a Party strictly to enforce any term, right or condition of this Agreement
will be construed as a waiver of such term, right or condition. Waiver by either Party of any
default by the other Party will not be deemed a waiver of any subsequent or other default.



     Section 19.13 Exhibits. Exhibits to this Agreement are incorporated and made a part
of this Agreement. In the event of a conflict between the terms of this Agreement and an exhibit
to this Agreement, the terms of this Agreement will override and govern.



     Section 19.14 Headings. The headings and numbering of sections and paragraphs in this
Agreement are for convenience only and will not be construed to define or limit any of the terms in
this Agreement or affect the meaning or interpretation of this Agreement.



37









 





     Section 19.15 Survival. Any liabilities or obligations of a Party for acts or
omissions occurring prior to the cancellation or termination of this Agreement and any obligations
of a Party under any other provisions of this Agreement which, by their terms, are contemplated to
survive (or be performed after) termination of this Agreement (subject to any time limitations
specified therein) will survive the cancellation or termination of this Agreement.



     Section 19.16 Modifications. No amendments, deletions, additions or other
modifications to this Agreement will be binding unless evidenced in writing and signed by an
officer of each of the respective Parties hereto.



     Section 19.17 Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart will be deemed to be an original instrument, but all such
counterparts together will constitute but one agreement. This Agreement will become effective when
one or more counterparts have been signed by each and delivered to the other Party, it being
understood that the Parties need not sign the same counterpart.



     Section 19.18 Embarq LEC Obligations. Each individual entity comprising Embarq LEC
under this Agreement will be severally responsible for the obligations of Embarq LEC under this
Agreement with respect to the specific Service Areas operated by such entity. Subject to any
novation that occurs pursuant to Section 9.1(b), Embarq Parent will be jointly and severally
responsible with each entity comprising Embarq LEC for the obligations of such entity under this
Agreement.



     Section 19.19 Publisher Reasonable Efforts. No violation or breach of Sections 3.2,
3.5, 3.9, 3.16, 3.17(c), and 7.1 of this Agreement that would otherwise constitute a material
breach of this Agreement will be deemed to constitute a material breach so long as Publisher has
used its commercially reasonable efforts to comply with the applicable section and the action or
omission constituting such violation or breach is not materially inconsistent with the performance
of Publisher prior to the date hereof.



     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as
of the day and year first above written.



	 	 	 
	PUBLISHER:
	 	 
	 
	 	 
	R.H. DONNELLEY PUBLISHING
	 	 
	& ADVERTISING, INC.

	 	CENDON, L.L.C.
	(f/k/a Sprint Publishing & Advertising, Inc.)
	 	 
	 
	 	 
	By: /s/ Robert J. Bush

	 	By: /s/ Robert J. Bush
	 

	 	 
	 
	 	 
	Name: Robert J. Bush

	 	Name: Robert J. Bush
	 
	 	 
	Title: Vice President

	 	Title: Manager






38









 






	 	 	 
	R.H. DONNELLEY DIRECTORY COMPANY
	 	 
	(f/k/a Centel Directory Company)
	 	 
	 
	 	 
	By: /s/ Robert J. Bush
 


	 	 
	 
	 	 
	Name: Robert J. Bush
	 	 
	 
	 	 
	Title: Vice President
	 	 






I-2









 






	 	 	 
	EMBARQ PARENT:
	 	 
	 
	 	 
	EMBARQ CORPORATION
	 	 
	 
	 	 
	By: /s/ Michael B. Fuller
 


	 	 
	 
	Name: Michael B. Fuller
	 	 
	 
	 	 
	Title: Chief Operating Officer
	 	 
	 
	 	 
	EMBARQ DIRECTORY CO.:
	 	 
	 
	 	 
	EMBARQ DIRECTORY TRADEMARK COMPANY, LLC
	 	 
	 
	 	 
	By: /s/ Michael B. Fuller
 


	 	 
	 
	 	 
	Name: Michael B. Fuller
	 	 
	 
	 	 
	Title: President
	 	 






I-3









 






EMBARQ LEC:




EMBARQ MINNESOTA, INC.

EMBARQ FLORIDA, INC.

CAROLINA TELEPHONE & TELEGRAPH CO.

UNITED TELEPHONE — SOUTHEAST, INC.

UNITED TELEPHONE COMPANY OF THE CAROLINAS

UNITED TELEPHONE COMPANY OF SOUTHCENTRAL KANSAS

UNITED TELEPHONE COMPANY OF EASTERN KANSAS

UNITED TELEPHONE COMPANY OF KANSAS

EMBARQ MISSOURI, INC.

UNITED TELEPHONE COMPANY OF TEXAS, INC.

UNITED TELEPHONE COMPANY OF THE WEST

THE UNITED TELEPHONE COMPANY OF PENNSYLVANIA

UNITED TELEPHONE COMPANY OF NEW JERSEY, INC.

UNITED TELEPHONE COMPANY OF THE NORTHWEST

UNITED TELEPHONE COMPANY OF OHIO

UNITED TELEPHONE COMPANY OF INDIANA, INC.

CENTRAL TELEPHONE COMPANY

CENTRAL TELEPHONE COMPANY OF VIRGINIA

CENTRAL TELEPHONE COMPANY OF TEXAS




	 
	By: /s/ Michael B. Fuller

	 

	Name: Michael B. Fuller

	 

	Title: President








I-4