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Exhibit 10.9

BILLING AND COLLECTION AGREEMENT

(Foreign Customers)

This BILLING AND COLLECTION AGREEMENT (this “ Agreement ”) is entered into as of November 30, 2007 (the “ Effective Date ”), by and between Windstream Communications, Inc., a Delaware corporation (“ WCI ”), and Windstream Yellow Pages, Inc., an Ohio corporation (“ Publisher ”). Promptly after the date hereof, Publisher will change its name to Local Insight Yellow Pages, Inc. WCI and Publisher are each sometimes referred to herein as a “ Party ” and together as the “ Parties ”. Capitalized terms not otherwise defined herein will have the meanings assigned to such terms in Article I.

RECITALS

A. Windstream Corporation (“ WIN ”), Regatta Holding I, L.P., a Delaware limited partnership, Regatta Holding II, L.P., a Delaware limited partnership, Regatta Holding III, L.P., a Delaware limited partnership (each a “ WCAS Sub ” and together the “ WCAS Subs ”), Welsh, Carson, Anderson & Stowe VIII, L.P., a Delaware limited partnership, Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership, and WCAS Capital Partners III, L.P., a Delaware limited partnership, have entered into that certain Share Exchange Agreement, dated as of December 12, 2006 (the “ Share Exchange Agreement ”), pursuant to which, as of the date hereof, the WCAS Subs have exchanged all the shares of common stock, par value $0.0001 per share, of WIN held by the WCAS Subs for all the shares of common stock, par value $0.01 per share, of Windstream Regatta Holdings, Inc., a Delaware corporation;

B. Section 2.1(c) of the Share Exchange Agreement provides for the execution of this Agreement at or prior to the Closing of the transactions contemplated thereby; and

C. Publisher desires to purchase, and WCI agrees to provide, the billing and collection services described in Exhibit A hereto (collectively, the “ Billing and Collection Services ”).

NOW, THEREFORE, in consideration of the mutual benefits accruing to each Party and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby covenant and agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 General Rules of Construction . For all purposes of this Agreement: (i) the terms defined in this Agreement include the plural as well as the singular; (ii) all references in this Agreement to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of the body of this Agreement; (iii) pronouns of either gender or neuter include, as appropriate, the other pronoun forms; (iv) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (v) “or” is not exclusive; (vi) “including” and “includes” will be deemed to be followed by “but not limited

 


to” and “but is not limited to”, respectively; (vii) any definition of or reference to any Law, agreement, instrument or other document herein will be construed as referring to such Law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified; and (viii) any definition of or reference to any statute will be construed as referring also to any rules and regulations promulgated thereunder.

Section 1.2 Definitions . The following definitions will apply within this Agreement:

(a) “ ABEC ” means the alternate billing entity code assigned by WCI for each of Publisher’s separate lines of business or separate directories, as required by WCI’s billing system.

(b) “ Adjustment(s) ” means post-billing transactions issued by Publisher or WCI for the purposes of debiting or crediting lawfully billed charges on the Foreign Customer bill, whether as to an individual charge or for combinations of charges.

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

(d) “ Agreement ” has the meaning ascribed thereto in the Preamble hereto.

(e) “ Audit ” has the meaning ascribed thereto in Section 6.6(a) hereof.

(f) “ Bad Debt ” means an account receivable due from a Foreign Customer arising from a Billing Transaction that remains unpaid as of the date that WCI ceases collection activities pursuant to Section 3.7.

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

(h) “ Billing and Collection Services ” has the meaning ascribed thereto in the Recitals hereto.

(i) “ Billing Cost ” has the meaning ascribed thereto in Section 6.1 hereof.

(j) “ Billing Information ” has the meaning ascribed thereto in Section 5.9 hereof.

(k) “ Billing Transaction ” means a Publisher-originated charge-type transaction that results in a Foreign Customer being billed for Publishing Services within the WCI-shared bill.

 

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(l) “ Business Day ” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York are required or authorized by Law to remain closed.

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

(n) “ Confidential Information ” means information disclosed by one Party to the other in the course of the performance of the Parties’ respective obligations or exercise of the Parties’ respective rights under this Agreement.

(o) “ Custom Request Work ” has the meaning ascribed thereto in Section 4.2 hereof.

(p) “ Developmental Charge ” has the meaning ascribed thereto in Section 4.2 hereof.

(q) “ Directory Advertising ” means Publisher’s foreign and local White Page advertising, Yellow Page advertising and other related Publishing Services agreed upon in writing by the Parties.

(r) “ Effective Date ” has the meaning ascribed thereto in the Preamble hereto.

(s) “ End User ” means a consumer that: (1) utilizes or subscribes to Publishing Services, and (ii) has an active account for local telephone service with WCI.

(t) “ End User B&C Agreement ” means that certain Billing and Collection Agreement, dated the Effective Date, between WIN and the Publisher pursuant to which WIN provides billing and collection services with respect to End Users.

(u) “ Force Majeure Condition ” has the meaning ascribed thereto in Section 14.1 hereof.

 

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(v) “ Foreign Customer ” means a consumer that (i) utilizes or subscribes to Publishing Services, and (ii) is not an End User.

(w) “ Governmental Entity ” means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign.

(x) “ Holiday ” has the meaning ascribed thereto in Section 6.2(b) hereof.

(y) “ Initial Term ” has the meaning ascribed thereto in Section 12.1 hereof.

(z) “ Invoice ” has the meaning ascribed thereto in Section 6.2 hereof.

(aa) “ Laws ” means all laws, statutes, ordinances, rules, regulations and orders of any Governmental Entity.

(bb) “ Licensed Property ” has the meaning ascribed thereto in Section 5.9 hereof.

(cc) “ L.M. Berry Contract ” has the meaning ascribed thereto in the End User B&C Agreement.

(dd) “ Losses ” has the meaning ascribed thereto in Section 9.1 hereof. “ Operating Procedures ” means the operating procedures set forth in Exhibit A hereto.

(ee) “ Party ” and “ Parties ” have the meanings ascribed thereto in the Preamble hereto.

(ff) “ Payment Date ” has the meaning ascribed thereto in Section 6.3 hereof.

(gg) “ Person ” means an association, corporation, individual, partnership, limited liability company, trust or any other entity or organization, including a Governmental Entity.

(hh) “ Potentially Unbilled Transaction ” has the meaning ascribed thereto in Section 7.1 hereof.

(ii) “ Publisher ” has the meaning ascribed thereto in the Preamble hereto.

(jj) “ Publisher Taxes ” means (i) all state and local sales, use, value-added, gross receipts, foreign, privilege, utility, infrastructure maintenance, property, federal excise and similar levies, duties and other similar tax-like charges lawfully levied by a duly constituted taxing authority against or upon the Publishing Services provided to Foreign Customers; and (ii) tax-related surcharges or fees that are related to the Publishing Services provided to Foreign Customers and authorized by applicable tariffs.

 

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(kk) “ Publishing Agreement ” means that certain Publishing Agreement, dated the Effective Date, between WIN and Publisher.

(ll) “ Publishing Services ” has the meaning ascribed thereto in Section 2.1 hereof.

(mm) “ Services Areas ” has the meaning ascribed thereto from time to time in the Publishing Agreement.

(nn) “ Service Taxes ” means (i) all state and local sales, use, value-added, gross receipts, foreign, privilege, utility, infrastructure maintenance, property, federal excise and similar levies, duties and other similar tax-like charges lawfully levied by a duly constituted taxing authority against or upon the Billing and Collection Services performed by WCI under this Agreement; and (ii) tax-related surcharges or fees that are related to the Billing and Collection Services performed by WCI under this Agreement and authorized by applicable tariffs.

(oo) “ Share Exchange Agreement ” has the meaning ascribed thereto in the Recitals hereto.

(pp) “ Total Amount Due to Publisher ” has the meaning ascribed thereto in Section 6.1 hereof.

(qq) “ Unbillable ” means those billing records, including Adjustments, which cannot be billed to a Foreign Customer account.

(rr) “ WCAS Subs ” has the meaning set forth in the Recitals hereto.

(ss) “ WCI ” has the meaning ascribed thereto in the Preamble hereto.

(tt) “ White Pages ” means directories comprised of or containing alphabetical listings of subscribers having local exchange telephone service in the applicable geographic area.

(uu) “ WIN ” has the meaning ascribed thereto in the Recitals hereto.

(vv) “ Yellow Pages ” means directories comprised of or containing classified advertising.

ARTICLE II

PURPOSE

Section 2.1 Publishing Services . The purpose of this Agreement is to set forth the terms and conditions pursuant to which WCI will provide the Billing and Collection Services in support of Publisher’s business of publishing telephone directory products and services consisting principally of searchable (e.g., by alphabet letter or category) multiple telephone listings and classified advertisements that are delivered or otherwise made available to Foreign Customers in tangible media (e.g., paper directories, CD-ROM), electronic media (e.g., Internet)

 

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or digital media (e.g., PDA download), as conducted by Publisher on the Effective Date, or as may be approved by WCI from time to time pursuant to Section 5.2. Such products and services of Publisher will hereinafter be referred to collectively as “ Publishing Services ”. Publishing Services excludes any services provided by L.M. Berry under the L.M. Berry Contract.

Section 2.2 Billing of Publishing Services . WCI agrees to: (i) bill Foreign Customer accounts for amounts due to Publisher in respect of Publishing Services; (ii) provide the other Billing and Collection Services described herein; and (iii) remit to Publisher the amounts received from Foreign Customers for such Publishing Services less the Billing Cost and other payments due from Publisher pursuant to this Agreement, all upon the terms and subject to the conditions set forth herein. If any Billing Cost or other payments due from Publisher pursuant to this Agreement remain unpaid 30 days after such charges accrue due to insufficient amounts received from Foreign Customers, Publisher agrees to pay any such charges within 10 Business Days of written demand therefor from WCI.

ARTICLE III

PROVISION OF BILLING AND COLLECTION SERVICES

Section 3.1 Agency; Ownership . WCI agrees and acknowledges that, subject to the various terms and conditions contained herein: (i) it is undertaking the various Billing and Collection Services with respect to Publisher’s properly submitted Publishing Service-related billing requests hereunder, as an agent for, and on behalf and for the benefit of, Publisher; and (ii) all right, title and interest in and to Publisher’s accounts receivable and all right to payment for Publishing Services rendered by Publisher and lawfully billed as charges on the Foreign Customer bill (including all collections and proceeds thereof) will continue to be owned by Publisher, except to the extent of any Billing Cost or other payments due pursuant to Article VI hereof, in each case, which are properly deducted by WCI hereunder. The Parties agree that Publisher will exclusively and solely own all information of the Foreign Customer that is transmitted hereunder, together with all aggregated or generated data and compilations solely containing such information and generated hereunder (and such information will be subject to Article XIII.

Section 3.2 Format of Bill . Except as otherwise provided herein, presentation of Billing Transactions in the bill will be in WCI’s standard format, as in effect from time to time, including, but not limited to, size of paper, logos, bill format, type of Billing Transactions, market messages and relationship to other sections within the same bill. Bills will use the same stock of paper as used in WCI’s standard bill format with WIN’s logo or watermark printed thereon. Publisher will also be identified on each bill. The charges for Billing Services cover only the costs of Billing Transactions on a single page bill and do not cover the cost of additional bill pages, bill inserts or other materials for inclusion in a bill mailing.

Section 3.3 Bill Mailing . For the purposes of this Agreement, if WCI prints a bill that includes a Billing Transaction that complies with Section 3.2, and deposits the bill with the United States Postal Service, it will be deemed to have “billed” the Billing Transaction contained on such bill.

 

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Section 3.4 Billing Procedures . WCI shall bill each Foreign Customer for Publishing Services (and taxes and/or late fees, to the extent such taxes and/or late fees are to be paid by such Foreign Customer and identified by Publisher) sold by Publisher to such Foreign Customer or placed by Publisher on behalf of such Foreign Customer, on a monthly basis pursuant to the Operating Procedures. Publisher shall notify WCI as to the account number, amount and description of charges to be billed to Foreign Customer by WCI in the format described in and otherwise in accordance with the Operating Procedures. WCI shall as promptly as practicable notify Publisher in accordance with the Operating Procedures if it determines that a requested bill is “Unbillable.”

Section 3.5 Billing Account Maintenance . WCI shall be responsible for the updating, storage and retention of all Billing Information. WCI shall have the primary responsibility to establish and maintain the Foreign Customer master filed records for all Publisher billing records to such Foreign Customer. If Publisher requests WCI to bill Foreign Customer on a basis other than monthly, WCI shall accommodate such request for such additional charges as may be mutually agreed by the parties.

Section 3.6 Lost Billing Information . If any Billing Information is determined to be lost, damaged or destroyed by WCI as a result of its preparation and mailing to Foreign Customer of bills hereunder, WCI shall use all commercially reasonable efforts to recover such Billing Information. If the lost Billing Information cannot be recovered through the mutual efforts of the Parties (including via retransmission or re-sending by Publisher pursuant to Section 5.13), WCI shall, if reasonably practicable, estimate the billing records and associated revenues for purposes of any rebilling under Section 7.2, subject to Publisher’s prior review and approval of the amount billed.

Section 3.7 Collection Activities . All collection efforts with respect to amounts owing from Foreign Customer with respect to Publishing Services will be the sole responsibility of WCI; provided, however, that WCI shall have no further responsibility with respect to the collection of amounts owing from a Foreign Customer with respect to Publishing Services (a) if WIN or its Affiliates would have written off the account balances if such balances were owed by such Foreign Customer to WIN or its Affiliates due to non-payment or for any other reason or (b) to the extent agreed upon from time to time by the Parties. WCI shall send a semi-monthly notice to Publisher, on or about the 15 th and the last day of each month, indicating those Foreign Customers whose account balances have been written off in the preceding period and for whom collection efforts have accordingly ceased.

Section 3.8 Collection Procedures . In collecting amounts due with respect to Publishing Services: (i) WCI shall apply the then-current procedures that WCI uses with respect to its own collection efforts and (ii) shall maintain separate accounts receivable and payment records with regard to the Publishing Services.

ARTICLE IV

DEVELOPMENTAL CHARGE(S)

Section 4.1 Set-Up Charges . Publisher acknowledges and agrees that it is responsible for paying the initial set-up costs for the implementation of each ABEC.

 

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Section 4.2 Custom Request Work; Developmental Charges . Publisher may from time to time request that WCI develop one or more additional billing identifiers or other billing services (“ Custom Request Work ”). Subject to an agreement on terms and prices as contemplated in the next sentence, WCI will use, and will cause each of its Affiliates to use, its reasonable best efforts to accommodate any reasonable request by Publisher to develop Custom Request Work. Any such Custom Request Work shall be provided on such terms and at such prices (each, a “ Developmental Charge ”) as may be mutually agreed by the parties. All Develo


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