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Telephone Directory Publishing Agreement

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Exhibit 10.17


PUBLISHING AGREEMENT

THIS AGREEMENT is made this 28 th day of June, 2000 to be effective as of the Effective Date defined below between Iowa Telecommunications Services, Inc., an Iowa corporation (the " Telephone Company" ), and GTE Directories Corporation, a Delaware corporation (the " Directory Company" ).


WHEREAS, Telephone Company is purchasing several telephone exchanges from GTE Midwest Incorporated under an Asset Purchase Agreement by and between GTE Midwest Incorporated and Iowa Telecommunications Services, Inc. and Iowa Network Services, Inc. dated July 1, 1999 (" Asset Purchase Agreement" ), as of the Closing date as defined in such Asset Purchase Agreement; and

WHEREAS, Directory Company desires to continue publication of telephone directories associated with the geographic areas of such exchanges under the terms and conditions of this Publishing Agreement in fulfillment of Section 9.3.1 of the Asset Purchase Agreement; and

WHEREAS, Telephone Company is obligated to publish and distribute listings of its telephone service subscribers to each service subscriber and desires, on the terms set forth herein, to have such listings combined with a yellow pages advertising directory and then distributed as either single or multi-volume directories; and


WHEREAS, Directory Company is a nationwide seller, marketer, printer, publisher and distributor of telephone directories with service subscriber listings and yellow page advertising and desires, on the terms set forth herein, to produce and distribute such directories for Telephone Company; and


WHEREAS, Directory Company and the Telephone Company for their mutual benefit desire, on the terms set forth herein, to jointly pursue, develop, maximize and share revenues from white and yellow page directory advertising effective as of the first day of the month following the Closing date referenced above (" Effective Date" ).

NOW THEREFORE, for good and valuable consideration, the Telephone Company and the Directory Company for themselves, their successors and assigns, agree to the following:

1. DEFINITIONS. The terms below shall be defined as follows:

a. Advertiser Any Service Subscriber whose order for Advertising is printed in a Directory.

b. Advertising Items printed in a Directory for which there is a charge other than charges by the Telephone Company for an additional listing in the alphabetical pages.


1 c. Advertising Revenues Those revenues associated with Advertising sold to Telephone Company Subscribers, and billed and collected by Telephone Company.

d. CLEC (Competitive Local Exchange Carrier) A telephone service provider which competes in an area or areas with Telephone Company. e. CLEC Listings Those listings associated with subscribers whose telephone service is provided by a CLEC. f. Courtesy Listings Those listings which the parties agree to include in the Directory as a courtesy to the end user. g. Directory Printed product containing alphabetical and classified listings and advertising, produced under this Agreement. h. Directory Schedule Schedule of key dates impacting the production and distribution of Directories. i. EAS (Extended Area Service) Listings Those listings which are required by regulation to be included in the Directory. j. Enhancements Pages, sections, indices, inserts, advertising items, and features which may be added either to the alphabetical pages, the information pages or yellow pages sections of Directories. Expanded coverage of Directories shall also be considered an Enhancement.

k. Foreign Revenue Revenue associated with Advertising appearing in a Directory published hereunder purchased by a business, which obtains its local telephone service from a company other than Telephone Company.

l. Initial Distribution The distribution of Directories to Service Subscribers and others as required by regulation, when the Directory is first published.

m. Listings Service Subscriber list information consisting of name, address, telephone number, zip code and other associated information furnished by Telephone Company to Directory Company. Telephone Company shall identify any information, which Service Subscribers desire to be suppressed from the Directory.

n. Local Revenue Revenue associated with Advertising appearing in a Directory published hereunder purchased by an entity, which also obtains its local telephone service from Telephone Company.


2 o. Multibook Revenue Revenue associated with Advertising appearing in a Directory published hereunder purchased by an entity which obtains local telephone service from Telephone Company, and purchases advertising in more than one directory provided by Telephone Company.

p. National Yellow Pages Service (NYPS) Revenue Revenue associated with Advertising appearing in a Directory published hereunder purchased through the National Yellow Pages Service system, net of Certified Marketing Representative commissions.

q. Pre-Agreement Enhancements Enhancements which were published in the 1999 editions of the Directories. r. Previous Agreements Agreements between (i) GTE Directories Corporation and GTE North Incorporated (predecessor to GTE Midwest Incorporated) dated January 1, 1991, and (ii) GTE Directories Corporation and GTE Midwest Incorporated (as successor to Contel of Iowa, Inc., which was a successor to Continental Telephone Company of Iowa) dated August 15, 1985. s. Secondary Distribution The distribution of Directories to (i) new Service Subscribers (those previously without dial tone) starting service after Initial Distribution, (ii) existing Service Subscribers needing replacement or additional copies, (iii) coin operated telephones and booths If requested by Telephone Company, (iv) areas beyond Telephone Company' s Service Area or beyond the Directory' s primary coverage area as requested by Telephone Company, and (v) subscribers enlisted by any agents of Telephone Company or any resellers of Telephone Company services.

t. Service Area Geographic area in which Telephone Company is primary provider of local telephone service. u. Service Subscriber A person or entity that purchases telephone service from Telephone Company. v. STFL (Special Toll Free Listings) CLEC Listings within a local calling area as defined by regulation which do not reside in or pass through the Telephone Company service order system.


3 2. SCOPE

Telephone Company hereby grants to Directory Company the exclusive right to sell advertising into, and to compile, print and distribute telephone directories, in any format or medium, containing Listings in the telephone exchanges listed in Exhibit 2a hereto.

If Telephone Company has or acquires additional exchanges which are formerly GTE Midwest Incorporated or its affiliates' exchanges (" GTE Exchanges" ) during the life of this Agreement, the Directory Company shall have the right to receive the Listings for such GTE Exchanges to be included under this Agreement with revenues shared as as set out in Section 6 hereto. If Telephone Company has or acquires additional exchanges during the life of this Agreement which are other than GTE or its affiliates' exchanges (" Non-GTE Exchanges" ), when existing agreements for directory publishing covering those exchanges expire or are terminated in accordance with their terms or by court order or by agreement of the parties, the parties may mutually agree to add such Non-GTE Exchanges to this Agreement with revenues shared as set out in Section 6 hereto, or if the parties do not so agree, then Directory Company shall be given the opportunity by Telephone Company to bid upon the directory production opportunity provided by such acquisition, and shall be provided reasonable advance notice of such bid opportunity.


To the extent that the parties agree not to publish a Directory for a given Service Area, the Directory Company shall act as the Telephone Company' s agent in arranging for the publication of such Listings in such Service Area.

Directories produced by the Directory Company under this Agreement for a Service Subscriber' s area shall be given free of charge to such Service Subscribers for their use.

3. DIRECTORY COMPANY RESPONSIBILITIES

a.

Printing and Publishing . The Directory Company shall be responsible for the printing and publishing of Directories. The Directory Company shall pay the expense of the ink, paper, plates, printing, glue, binding, compilation, graphics and publishing for the Directories (as compiled in their 1999 editions including any Pre-Agreement Enhancements), and for any additional such expenses incurred because of normal growth in the alphabetical and classified sections, provided that the cost of printing EAS Listings shall be paid by Telephone Company, and the cost of printing Courtesy Listings shall be split equally between the parties. Normal growth shall be defined as that growth caused by an increase in the number of listings and advertisements caused by changes in demographics of the Directory coverage area. If the parties agree that a particular Directory must be reprinted or corrected as a result of content errors or omissions, the party so causing the content error


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or omission will pay the total cost of reprinting and distributing the Directory or other corrective action as reasonably determined by the parties, In those instances where the party causing the error or omission cannot be determined, each party will pay fifty percent (50%) of the total cost of reprinting and distributing the Directory or other corrective action. b. Directory Schedule . Directory Company shall publish Directories generally at twelve (12) month intervals on dates agreed upon by the parties. The life of a Directory issue may be shortened or extended by mutual agreement of the parties. A Directory Schedule will be agreed upon by the Directory Company and the Telephone Company in advance of each calendar year. If the Directory Company determines that the publication date for any specific Directory will be delayed from its scheduled publication date, the Directory Company will promptly notify the Telephone Company in writing.

c. Showproofs and Proof of Publication . The Directory Company shall provide showproofs of advertisements upon request of Advertisers or upon request of the Telephone Company at no charge. Proof of publication requested by Advertisers shall be the sole responsibility of the Directory Company.

d. Advertising Rates . The Directory Company will establish the Advertising rates for each Directory. Rates and items of advertising producing Advertising Revenues will be subject to approval by the Telephone Company. Other rates are at the sole discretion of the Directory Company. Any new rates will be submitted to the Telephone Company prior to the beginning of the sales canvass for the particular Directory. If Telephone Company has not responded to the proposed rates within ten (10) business days, such rates shall be deemed approved.

e. Sale of Advertising . The Directory Company will solicit the sale of Advertising in the Directories in accordance with its practices, and report to the Telephone Company any inaccurate listing information which is discovered during contacts with Advertisers.

f. Directory Design . Directory Company will be responsible for design of Directories including but not limited to page layout, classified heading structure, type size and fonts, Directory size and format (including the sections described below), and scope of Directories. In addition, Directory Company shall be responsible for sales and production schedules, procedures, standards and practices relating to the sale of advertising and production of Directories.

ullet Alphabetical Section Contains Listings, CLEC Listings, EAS Listings, STFLs and Courtesy Listings. The Telephone Company may specify whether exchanges included in a Directory are to be separate or integrated with the Directory' s primary listings.


5 ullet Classified Section Contains standard listings of businesses located within the Service Area and all paid yellow pages Advertising. ullet Miscellaneous Sections Restricted to the content and features of these sections and Items as they appear in the 1999 editions of the Directories. ullet Filler Space Those spaces and pages that are required to fill in otherwise empty spaces and pages resulting from layout limitations. Filler space or pages appearing in the Directory shall consist of content provided approximately one-half by Directory Company and one-half by Telephone Company, and shall be subject to change by Directory Company to ensure consistency in the look of such filler space within the Directories. Telephone Company shall provide Telephone Company specific filler to Directory Company which meets Directory Company specifications and guidelines, on or before the date specified by Directory Company. If filler is not timely provided by Telephone Company, Directory Company shall provide its filler to complete the Directory.

Notwithstanding the foregoing, any material change in any Directory' s standard letter fonts, paper, inks or glues shall be mutually agreed upon by the parties. Each party shall pay fifty percent (50%) of the incremental or setup cost of such changes as the parties agree. The parties may agree to expand or change the coverage area of a Directory so long as such action does not adversely impact the Telephone Company' s published lists of Subscribers.

g. Distribution . The Directory Company will act as the Telephone Company' s exclusive agent in the Initial and Secondary Distribution of Directories under this Agreement. The Directory Company and the Telephone Company will agree on a distribution plan at least ninety (90) days prior to the scheduled delivery date of the Directories to the agreed upon destination points. The Directory Company shall ship the quantities of Directories as agreed between the parties, FOB printing plant, to the agreed upon destinations. The Directory Company will pursue, collect and retain all claims against shippers which may arise, if any. The Directory Company will ensure that the Initial Distribution of the Directories is made to Service Subscribers. Such Initial Distribution will be at least 95% completed by the Directory' s publication date. Delivery shall be considered complete when all assigned delivery routes are reported as completed.


Upon Telephone Company' s request, the Directory Company will perform Secondary Distribution. If requested by Telephone Company, Directory Company shall obtain and manage warehouse facilities and systems for storage of Directories.

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If requested by the Telephone Company, the Directory Company will deliver Directories to coin operated telephones and booths. If so requested, the Directory Company will remove any old Directories, insert the new Directories, and dispose of the old Directories as instructed, The Telephone Company will ensure that all Directory binders and housing devices are in proper working order. If notified by the Directory Company that the Directory binders and housing devices are not in proper working order, the Telephone Company will replace the Directory during repair.

If requested by the Telephone Company, the Directory Company will distribute Directories beyond the Telephone Company' s Service Area or beyond the Directory' s primary coverage area.

The Telephone Company will pay the Directory Company' s cost incurred in completing Secondary Distribution services. h. Listing Database Extracts . Directory Company shall supply Telephone Company or third party Directory publishers, upon Telephone Company' s request, a current alphabetical listing database extract for Telephone Company Service Areas as further set out in Exhibit 3h of this Agreement.

i. Listings Procurement . If desired by Telephone Company, Directory Company will contact other local exchange carriers to obtain Courtesy, STFL, and CLEC Listings. The fees associated with this service are set out in Exhibit 3i hereto.

j. Number of Directories . The number of Directories required for each issue will be mutually agreed each year by the parties and set out in the Directory publishing schedule. The parties' representatives will meet, examine existing Directory quantities in storage, quantities previously distributed, and continuously monitor the adequacy of new quantities agreed upon. The resulting number will be a quantity sufficient to achieve complete Initial Distribution and necessary Secondary Distribution throughout the life of the Directory issue. This number will also be sufficient to permit Initial and Secondary Distribution for the use of customers of hotels and motels, users of privately owned telecommunications services and systems, pay stations (whether or not owned by the Telephone Company), and residential and business Service Subscribers' telephones located within the Telephone Company' s Service Area. Additional copies printed at Telephone Company' s request shall be at its expense.

4. TELEPHONE COMPANY RESPONSIBILITIES

a.

Listings . Telephone Company shall timely provide to Directory Company all listings to be published in Directories, including but not limited to Listings, CLEC Listings within Telephone Company' s database, STFLs, EAS for


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Telephone Company and CLECs, and Courtesy Listings. Telephone Company shall transmit to Directory Company as required and as designated by Directory Company (i) Listings of its Service Subscribers, (ii) CLEC Listings residing in its database, and (iii) listings of those subscribers of any agents of Telephone Company or resellers of Telephone Company services. Listings shall be transmitted in a mutually acceptable format, in accordance with the established standards and guidelines of Directory Company, for use by Directory Company in publishing Directories and for other reasonably related purposes.

Listings and CLEC Listings shall include: i. Name

ii. Service Address

iii. Listing Address

iv. Billing Address

v. For businesses, correct primary Directory classified heading

vi. Area code, telephone number and extension (if applicable)

vii. Any Internet data, including but not limited to email address or Universal Resource Locator (" URL" ) viii. The geographic longitude and latitude (" Geo Code" ) associated with each listing, when available ix. Customer Account Number (" CAN" )

x. Master Service Date (" MSD" )

xi. One Digit Company Code (operating group code)

xii. Central Office Code

xiii. Bill To Number (" BTN" )

xiv. Initial Service Date (" ISD" )

xv. Any other listing information required by Directory Company for Directories to be complete and accurate.

xvi. Telephone company code.

xvii. Class of service.

In the event of changes in the telecommunications industry requiring Directory Company to obtain additional customer information, Telephone Company will include such information and such information shall become a part of the Listings provided hereunder.

b. Covers . Directory Company shall supply its specifications to Telephone Company so that Telephone Company may develop and design its desired cover for Directories. Telephone Company shall provide Directory Company with covers in digital format in accordance with Directory Company specifications. The Directories will have normal, four-color process outside front and back covers, and one color inside front and back covers. The Telephone Company will pay costs related to producing an outside cover which falls outside the normal four-color process.


8 c. Information Pages . Telephone Company shall create Information Pages to be printed in each Directory in an agreed upon format. Such Information Pages must be provided to Directory Company in accordance with the publishing schedule established for each Directory. Four (4) Information Pages (2 leafs, front and back) are provided at no charge. Additional Telephone Company branded Information Pages are available at then current page rates. Directory Company may place a reasonable limit upon the number of Information Pages included within Directories.

d. Government Pages . Telephone Company shall provide Directory Company with content for Government Pages. e. Billing and Collection . The Telephone Company shall bill and collect Advertising Revenues from Subscribers and perform other related tasks. In addition, upon Directory Company' s request, Telephone Company shall bill for SuperPagesae service and for other products or services offered by Directory Company, (for which service Telephone Company may charge $.40 per bill per month, or such other rate as may be mandated by regulation of a state or federal body having jurisdiction), and remit all of such revenues to Directory Company in the settlement process referenced in Section 7 hereto. The Directory Company shall furnish the Telephone Company with a billing file of the advertising billing information which the Telephone Company is to bill and collect. The billing file shall be furnished at least fourteen (14) days prior to the publication date for each Directory or other product. Either party may reject advertising contracts from any Advertiser whose credit is questionable. In the event Telephone Company is unable to collect Local or Multibook Revenues or revenues from other products or services for which it bills on behalf of Directory Company within 120 days of billing, at Directory Company' s option, Telephone Company shall provide billing and collection records to Directory Company for its action.

f. Service Subscriber Inquiries . Telephone Company shall promptly notify Directory Company of any Directory related inquires, requests, or complaints which it may receive from Service Subscribers or others and shall reasonably cooperate to resolve such matters.

g.

Listing Addition, Change, or Deletion Requests . Telephone Company shall process Advertiser or Service Subscriber listing change requests received from Directory Company within the time frames set out in Exhibit 4g, and shall respond promptly to inquiries by Directory Company regarding processing of Listings changes, additions or deletions requested by Advertisers or Service Subscribers. Telephone Company shall transmit to Directory Company all information arising from Service Subscriber and Advertiser transactions which should result in an addition, a change or a


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deletion of Listings or CLEC Listings in Directory Company' s database (" Service Order Information" ). 5. ADDITIONAL SERVICES
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