DIRECTORY AGREEMENTS Clause Samples

DIRECTORY AGREEMENTS. The parties acknowledge that the terms of the Directory Agreements end on December 31, 2004 and that Centel will replace the Directory Agreements so that Centel's right to publish the Directories is coterminous with this Agreement. Centel shall cause the Centel Operating Companies to enter into replacement agreements, that extend Centel's right to publish the Directories at least through the term of this Agreement. Donnelley agrees to assist, at Centel's sole cost and expense, Centel's effort to renegotiate or replace the Directory Agreements to the extent reasonably requested by Centel. Publisher shall have the right, at any time during the term of this Agreement, to make any modifications to the terms of the Directory Agreements that it deems necessary or advisable, provided (a) Publisher preserves its right to publish the Directories in accordance with the terms of this Section 3.2, and (b) those modifications do not have a material, adverse impact on Donnelley's compensation or the cost of providing services under this Agreement. In the event that Centel fails to so replace each of the Directory Agreements as provided above by January 1, 2004, then, at any time prior to April 30, 2004, Donnelley, in its sole and absolute discretion, may require Centel to purchase no earlier than September 30, 2004 and no later than December 31, 2004 (the date of purchase hereafter referred to as the "Buy-out Date") for cash Donnelley's rights under this Agreement (the "Put Option") at Fair Market Value (as defined below). If such purchase is consummated in accordance with the foregoing sentence, this Agreement thereafter shall terminate. For purposes of this Section 3.2(e), "Fair Market Value" shall mean (a) the present value (calculated using a discount rate equal to the effective yield for "on the run" (if available) U.S. Treasury securities with lives equal to the remaining Term (giving effect to the Extended Term) of this Agreement (rounded up to the nearest whole year) of the operating income to be earned by Donnelley under this Agreement and the LLC Agreement (reduced for any operating income received or to be received by Donnelley for Directory Agreements for which replacements are received and for which Donnelley has agreed to continue to provide the services contemplated by this Agreement) from the Buy-out Date through December 31, 2010, using the preceding 12-month period's operating income of Donnelley under this Agreement plus Donnelley's aggregate Priority...