Cbd Media Llc Sample Contracts

Cbd Media Llc – NEWS RELEASE FOR IMMEDIATE RELEASE October 18, 2007 (October 19th, 2007)

Cincinnati, Ohio – CBD Media Holdings LLC (the “Company”) announced today that it has completed its previously announced cash tender offers and related consent solicitations for any and all of the outstanding $100.0 million 9.25% Senior Notes Due 2012, CUSIP No. 12479YAB8 (the “Senior Notes”), co-issued by the Company and CBD Holdings Finance, Inc., and any and all of the outstanding $147.8 million 8.625% Senior Subordinated Notes Due 2011, CUSIP No. 12479WAB2 (the “Senior Subordinated Notes” and collectively with the Senior Notes, the “Notes”), co-issued by CBD Media LLC and CBD Finance, Inc.

Cbd Media Llc – NEWS RELEASE FOR IMMEDIATE RELEASE October 9, 2007 (October 10th, 2007)

As previously announced, as a result of the receipt of the requisite consents from holders of the Notes to amend the indenture governing the Notes, each issuer of the Notes and HSBC Bank USA, National Association, as trustee, executed a supplemental indenture with respect to each of the indentures under which the Notes were issued effecting certain amendments that would, once operative, among other things, eliminate substantially all restrictive covenants and certain event of default provisions. The supplemental indentures will not become operative until the acceptance of the Notes for purchase by the Company pursuant to the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement, dated as of September 11, 2007 (the “Statement”).

Cbd Media Llc – NEWS RELEASE FOR IMMEDIATE RELEASE October 3, 2007 (October 5th, 2007)

As previously announced, as a result of the receipt of the requisite consents from holders of the Notes to amend the indenture governing such Notes, each issuer of the Notes and HSBC Bank USA, National Association, as trustee, executed a supplemental indenture with respect to each of the indentures under which the Notes were issued effecting certain amendments that would, once operative, among other things, eliminate substantially all restrictive covenants and certain event of default provisions. The supplemental indentures will not become operative until the acceptance of the Notes for purchase by the Company pursuant to the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement, dated as of September 11, 2007 (the “Statement”).

Cbd Media Llc – NEWS RELEASE FOR IMMEDIATE RELEASE September 25, 2007 (September 25th, 2007)

Cincinnati, Ohio – CBD Media Holdings LLC (the “Company”) announced today that it had received, pursuant to its previously announced cash tender offers and related consent solicitations for any and all of the outstanding $100.0 million 9.25% Senior Notes Due 2012, CUSIP No. 12479YAB8 (the “Senior Notes”), co-issued by the Company and CBD Holdings Finance, Inc., and any and all of the outstanding $147.8 million 8.625% Senior Subordinated Notes Due 2011, CUSIP No. 12479WAB2 (the “Senior Subordinated Notes” and collectively with the Senior Notes, the “Notes”), co-issued by CBD Media LLC and CBD Finance, Inc., the requisite consents to adopt proposed amendments to the relevant indentures under which the Notes were issued that would, among other things, eliminate substantially all restrictive covenants and certain event of default provisions.

Cbd Media Llc – NEWS RELEASE FOR IMMEDIATE RELEASE September 11, 2007 (September 11th, 2007)

Cincinnati, Ohio – CBD Media Holdings LLC (the “Company”) announced today that it has commenced cash tender offers (the “Offer to Purchase”) for any and all of the outstanding $100.0 million 9.25% Senior Notes Due 2012, CUSIP No. 12479YAB8 (the “Senior Notes”), co-issued by the Company and CBD Holdings Finance, Inc. and any and all of the outstanding $147.8 million 8.625% Senior Subordinated Notes Due 2011, CUSIP No. 12479WAB2 (the “Senior Subordinated Notes” and collectively with the Senior Notes, the “Notes”), co-issued by CBD Media LLC and CBD Finance, Inc.

Cbd Media Llc – SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 9th, 2007)

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 1st day of July, 2007, between CBD Media LLC, a Delaware limited liability company (the “Company”), and David Miller (the “Employee”).

Cbd Media Llc – THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 9th, 2007)

THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 1st day of July, 2007, between CBD Media LLC, a Delaware limited liability company (the “Company”), and Doug Myers (the “Executive”).

Cbd Media Llc – 1st Quarter 2007 Update July 17, 2007 Safe Harbor Certain statements in this presentation are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve a number of risks, uncertainties and other factors that could cause actual results, performance or achievements of Local Insight Media to be materially different from any future results, performance or achievements expressed or implied by these forward looking statements. The following important factors could affect future results (July 17th, 2007)
Cbd Media Llc – CONTRIBUTION AGREEMENT DATED AS OF DECEMBER 11, 2006 BY AND AMONG LOCAL INSIGHT MEDIA, LLC, as Local Insight CBD INVESTOR, INC., as CBD Investor CINCINNATI BELL INC. HOLDINGS, as CBIH SPECTRUM EQUITY INVESTORS III, L.P., SEI III ENTREPRENEURS’ FUND, L.P., SPECTRUM III INVESTMENT MANAGERS’ FUND, L.P., SPECTRUM IV INVESTMENT MANAGERS’ FUND, L.P., SPECTRUM EQUITY INVESTORS IV, L.P., SPECTRUM EQUITY INVESTORS PARALLEL IV, L.P., as the CBD Investor Stockholders THE HOLDERS OF COMPANY CLASS C UNITS SET FORTH ON THE SIGNATURE PAGES HERETO and WCAS MANAGEMENT CORPORATION, WELSH, CARSON, ANDERSON & STO (March 26th, 2007)
Cbd Media Llc – CONSENT AND THIRD AMENDMENT TO CREDIT AGREEMENT (February 12th, 2007)

CONSENT AND THIRD AMENDMENT, dated as of February 6, 2007 (this “Third Amendment”), to the Credit Agreement, dated as of June 13, 2003 (as amended by this Third Amendment and as otherwise amended, supplemented or modified from time to time, the “Credit Agreement”), among CBD Media Holdings LLC, a Delaware limited liability company (the “Parent”), CBD Media LLC, a Delaware limited liability company (the “Borrower”), the financial institutions and entities from time to time parties thereto (the “Lenders”), and Lehman Commercial Paper Inc., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Cbd Media Llc – AMENDMENT NO.6 (March 31st, 2006)

This Amendment is made effective as of November 16, 2005, by and between CBD Media, LLC (“Buyer”), and Quebecor World Directory Sales Corporation (“Assignor”) and Quebecor World Hazleton Inc. (“Assignee”), amends the Printing and Binding Agreement entered into by and between the Buyer and the Assignor on July 23,1998, as amended by an Amendment No.1 dated as of December 22,1999, an Amendment No.2 dated as of November 20, 2001, an Amendment No.3 dated as of December 10, 2004 and an Amendment No.4 dated as of March 18, 2004, and Amendment No.5 dated as of January 1, 2005 (as so amended, the “Agreement”).

Cbd Media Llc – SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO PARENT SECURITY AGREEMENT AND PARENT PLEDGE AGREEMENT (November 1st, 2004)

This SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO PARENT SECURITY AGREEMENT AND PARENT PLEDGE AGREEMENT, dated as of October 26, 2004 (the “Amendment”), among CBD Media Holdings LLC, a Delaware limited liability company (the “Parent”), CBD Media LLC, a Delaware limited liability company (the “Borrower”), Lehman Commercial Paper Inc., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the financial institutions and entities signatory hereto as Lenders is entered into in connection with (a) that certain Credit Agreement, dated as of June 13, 2003 (as amended by the First Amendment and Waiver to the Credit Agreement dated as of February 5, 2004, and this Amendment and as otherwise amended, supplemented or modified from time to time, the “Credit Agreement”), among the Parent, the Borrower, the financial institutions and entities from time to time parties thereto (the “Lenders”), and the Administrative Agent; (b) that certain Parent Se

Cbd Media Llc – CBD MEDIA SEEKS INCREASE IN CREDIT FACILITY; PARENT OF CBD MEDIA CONSIDERING PRIVATE PLACEMENT OF SENIOR NOTES (October 13th, 2004)

CINCINNATI, OH – October 12, 2004 – CBD Media LLC (“CBD Media”) announced today that its parent, CBD Holdings LLC (“Holdings”), is considering a possible private placement of its senior notes due 2012 (the “Notes”) in an aggregate principal amount of between $75.0 and $100.0 million, subject to market conditions and other considerations. The Notes will rank equally with all of Holdings’ future unsecured senior debt and will be junior to all of its existing and future senior secured debt (including its guarantee of borrowings under CBD Media’s senior secured credit facility) and effectively junior to CBD Media’s existing debt (including its 8-5/8% senior subordinated notes due 2011). The Notes will not be guaranteed by CBD Media and its subsidiaries.

Cbd Media Llc – FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT (March 30th, 2004)

FIRST AMENDMENT, dated as of February 5, 2004 (this “First Amendment”), to the Credit Agreement, dated as of June 13, 2003 (as amended by this First Amendment and as otherwise amended, supplemented or modified from time to time, the “Credit Agreement”), among CBD Media Holdings LLC, a Delaware limited liability company (“Parent”), CBD Media LLC, a Delaware limited liability company (the “Borrower”), the financial institutions and entities from time to time parties thereto (the “Lenders”), and Lehman Commercial Paper Inc., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Cbd Media Llc – Re: Amendment to Letter Agreement (August 8th, 2003)

Exhibit 10.8 [Applegate & Collatos, Inc. letterhead] June 13, 2003 Strictly Confidential --------------------- CBD Media LLC 312 Plum Street, Suite 900 Cincinnati, Ohio 45202 Re: Amendment to Letter Agreement ----------------------------- Gentlemen: The purpose of this Amendment (this "Amendment") is to amend that certain letter agreement between Applegate & Collatos, Inc. ("ACI") and CBD Media LLC ("CBD") (the "Letter Agreement") pursuant to which ACI has been engaged to provide CBD advisory and other services on the terms and conditions set forth therein. 1. Paragraph 1 of the Letter Agreement is hereby amended and restated to read in its entirety as follows: "Management Fees. CBD agrees to pay ACI a quarterly management fee of $500,000 (the "Management Fee") for the services provided by ACI as more fu

Cbd Media Llc – 8-5/8% SENIOR SUBORDINATED NOTES DUE 2011 (August 8th, 2003)

EXHIBIT 4.1 EXECUTION COPY ================================================================================ CBD MEDIA LLC CBD FINANCE, INC. as Co-Issuers $150,000,000 8-5/8% SENIOR SUBORDINATED NOTES DUE 2011 ---------- INDENTURE Dated as of June 13, 2003 ---------- HSBC BANK USA, as Trustee ================================================================================ TABLE OF CONTENTS

Cbd Media Llc – Exchange and Registration Rights Agreement (August 8th, 2003)

Exhibit 4.3 EXECUTION COPY Exchange and Registration Rights Agreement Dated as of June 13, 2003 among CBD Media LLC, CBD Finance, Inc., and Lehman Brothers Inc., on behalf of the Initial Purchasers EXCHANGE AND REGISTRATION RIGHTS AGREEMENT This Exchange and Registration Rights Agreement (this "Agreement") is made and entered into as of June 13, 2003 by and among CBD Media LLC, a Delaware limited liability company ("CBD Media"), CBD Finance, Inc., a Delaware corporation ("CBD Finance" and, together with CBD Media, the "Issuers"), and Lehman Brothers Inc. on behalf of Banc of America Securities LLC and TD Securities (USA) Inc. (collectively, the "Init

Cbd Media Llc – CREDIT AGREEMENT (August 8th, 2003)

Exhibit 10.1 Execution Copy CREDIT AGREEMENT AMONG CBD MEDIA LLC, AS BORROWER; CBD MEDIA HOLDINGS LLC, AS PARENT; THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO; AND LEHMAN COMMERCIAL PAPER INC., AS ADMINISTRATIVE AGENT FOR THE LENDERS With LEHMAN BROTHERS INC., As Joint-Lead Arranger and Joint-Book Runner, BANC OF AMERICA SECURITIES LLC, As Joint-Lead Arranger and Joint-Book Runner, BANK OF AMERICA, N.A.,

Cbd Media Llc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 8th, 2003)

Exhibit 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 4th day of March, 2002, between CBD Media LLC, a Delaware limited liability company (the "Company") and Doug Myers (the "Executive"). RECITALS A. It is the desire of the Company to employ the Executive to serve as the Company's chief executive officer as described in this Agreement. B. The Executive desires to become an employee and to provide his services to the Company on the terms set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing, and of the respective covenants and agreements set forth below, the parties hereto agree as follows: ARTICLE I.

Cbd Media Llc – LICENSE AGREEMENT (August 8th, 2003)

Exhibit 10.4 Final LICENSE AGREEMENT This License Agreement ("Agreement") is made and entered into effective as of February 4, 2002 (the "Effective Date") between Broadwing, Inc., an Ohio corporation located at 201 E. Fourth Street, P.O. Box 2301, Cincinnati, OH 45201 ("Licensor"), and CBD Media, Inc. , a Delaware corporation located at CBD Media LLC, 312 Plum Street, Suite 900, Cincinnati, OH 45202 ("Licensee"). RECITALS -------- A. Licensor and Licensee are parties to that certain Asset Purchase Agreement, dated as of February 4, 2002, between Licensor, Cincinnati Bell Directory Inc., and Licensee ("APA") relating to the purchase and sale of the Business (as defined in the APA). B. Cincinnati Bell Directo

Cbd Media Llc – EMPLOYMENT AGREEMENT (August 8th, 2003)

Exhibit 10.10 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 8/th/ day of March, 2002, between CBD Media LLC, a Delaware limited liability company (the "Company"), and John Schwing (the "Employee"). RECITALS A. It is the desire of the Company to employ the Employee to serve as the Company's Vice President - Finance & Administration, Chief Financial Officer. B. The Employee desires to become an employee and to provide his services to the Company on the terms set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing, and of the respective covenants and agreements set forth below, the parties hereto agree as follows: ARTICLE I.

Cbd Media Llc – DIRECTORY DELIVERY AGREEMENT (August 8th, 2003)

Exhibit 10.6 DIRECTORY DELIVERY AGREEMENT BETWEEN CINCINNATI BELL DIRECTORY, INC. AND DIRECTORY DISTRIBUTING ASSOCIATES, INC. JANUARY 1, 2003 PREAMBLE - This Agreement is made by and between Cincinnati Bell Media LLC, located at 312 Plum Street, Suite 900, Cincinnati, Ohio 45202 (referred to as "BUYER") and Directory Distributing Associates, Inc. (referred to as "SELLER") with principal offices located at 160 Corporate Woods Court, Bridgeton, Missouri 63044. The BUYER agrees to purchase and the SELLER agrees to sell the services described in this Agreement, in accordance with the terms and conditions stated below: SERVICES AND CONTRACT PERIOD - The SELLER shall perform delivery of BUYER's telephone directories and distributio

Cbd Media Llc – EMPLOYMENT AGREEMENT (August 8th, 2003)

Exhibit 10.11 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 8th day of March, 2002, between CBD Media LLC, a Delaware limited liability company (the "Company"), and David Miller (the "Employee"). RECITALS A. It is the desire of the Company to employ the Employee to serve as the Company's Vice President - Sales & Operations. B. The Employee desires to become an employee and to provide his services to the Company on the terms set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing, and of the respective covenants and agreements set forth below, the parties hereto agree as follows: ARTICLE I. SERVICES AND TERM

Cbd Media Llc – OPERATING AGREEMENT (August 8th, 2003)

Exhibit 10.3 Final BILLING AND COLLECTION SERVICES OPERATING AGREEMENT This Billing and Collection Services Operating Agreement ("Agreement"), dated as of February 4, 2002 is between Cincinnati Bell Telephone Company ("CBT") and CBD Media, Inc. ("Purchaser"), a Delaware corporation. WHEREAS, Broadwing Inc. ("Parent"), parent of CBT, Cincinnati Bell Directory Inc., a wholly owned subsidiary of Parent, and Purchaser have entered into the Asset Purchase Agreement, dated as of the date hereof (the "Asset Purchase Agreement"), pursuant to which Purchaser has agreed to purchase the assets used by Parent and CBT to operate the Business (as defined in the Asset Purchase Agreement), subject to the terms and conditions contained in the Asset Purchase Agreement; and WHEREAS, CBT is

Cbd Media Llc – PURCHASE AGREEMENT (August 8th, 2003)

Exhibit 4.4 EXECUTION COPY CBD Media LLC CBD Finance, Inc. $150,000,000 8.625% Senior Subordinated Notes due 2011 PURCHASE AGREEMENT ------------------ June 9, 2003 Lehman Brothers Inc. Banc of America Securities LLC TD Securities (USA) Inc. c/o Lehman Brothers Inc. 745 Seventh Avenue, 19th Floor New York, New York 10019 Ladies and Gentlemen: CBD Media LLC, a Delaware limited liability company ("Media"), and CBD Finance, Inc., a Delaware corporation ("Finance" and, collectively with Media, the "Issuers"), propose to issue and sell to the several Initial Purchasers named in Schedule 1 her