EXHIBIT 10.13
EXCLUSIVE SALES AGENCY AGREEMENT
This Exclusive Sales Agency Agreement (this "Agreement") is effective as
of this 19th day of August, 1997 between APIL Partners Partnership (the
"Publisher"), an Illinois partnership formed between Ameritech Publishing of
Illinois, Inc., a Delaware corporation, and Ameritech Publishing, Inc., a
Delaware corporation, pursuant to an agreement dated July 1, 1997, and DonTech
II (the "Agency"), an Illinois general partnership formed between The Xxxxxx
X. Xxxxxxxxx Corporation, a Delaware corporation, and Ameritech Publishing of
Illinois, Inc., a Delaware corporation, pursuant to an agreement dated August
19, 1997, (collectively the "Parties" and individually a "Party").
WHEREAS, the Publisher is in the business of publishing telephone
directories and related products and services and is the publisher of
alphabetical and classified print directories in Illinois, and in Gary,
Hammond, East Chicago, Crown Point, Xxxxxx and Highland, Indiana (collectively
the "Northwest Indiana Directories") and is the publisher of certain street
address directories (the "Street Address Directories");
WHEREAS, the Agency is in the business of providing sales and
sales-related services and sells classified advertising for alphabetical and
classified print directories and for other classified advertising media; and
WHEREAS, the Publisher desires to engage the Agency as its exclusive
sales agent in perpetuity for the Directories and the Street Address
Directories, and the Agency desires to act as the Publisher's agent for these
purposes;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the Parties agree as follows:
1. Definitions
1.1. "Advertiser Contract Amount" means the monthly dollar amount of
advertising contracts sold by Agency for advertisements in the Directories
multiplied by the number of months in each Directory's issue life.
1.2. "Affiliate" of any Person means any other Person directly or
indirectly Controlling, directly or indirectly Controlled by, or under common
direct or indirect Control with such Person. "Control" in this definition has
the same meaning as "control" in Rule 12b-2(f) promulgated under the Securities
Exchange Act of 1934, as in effect on the effective date of this Agreement.
1.3. "Directories" means the directories published on or after
January 1, 1998 identified on the attached Schedules 1 and 2 and any other
alphabetical or classified print directories published on or after January 1,
1998 by Publisher for primary distribution either (i) in whole or in part in
Illinois or (ii) in the geographical area where the Northwest Indiana
Directories are published for primary distribution on this Agreement's
effective date; provided however, that Directories shall not include
Publisher's Illinois/Wisconsin or Indiana Industrial Purchasing
Guide[Trademark] or any substantially similar successor publication.
1.4. "Directory" means any one of the Directories.
1.5. "Monthly Advertiser Contract Amount" means the dollar amount
payable in a given month by advertisers for advertising in all the Directories,
without any adjustment for claims.
1.6. "Monthly Street Address Directory Contract Amount" means the
dollar amount payable in a given month by purchasers or lessees of Street
Address Directories, net of actual claims and returns relating to purchases or
leases.
1.7. "National Yellow Pages Advertising" means advertising for the
Directories that is not local or foreign advertising and is sold by Yellow
Pages Publishers Association-certified marketing representatives or by other
marketing representatives approved by Publisher.
1.8. "Northwest Indiana Directories" means the directories listed on
Schedule 2.
1.9. "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, limited liability company, trust,
unincorporated organization or any governmental agency or authority.
1.10. "Sales Cycle Year" is the period between the publication of
the first Directory in a calendar year and the publication of the
last-published Directory, each Directory scheduled in the Annual Business Plan
having been published once.
1.11. "Street Address Directories" means the (i) street address
directories published on or after January 1, 1998 identified on Schedule 3 and
(ii) any other street address directories of Publisher published on or after
January 1, 1998 covering in whole or in part the geographic area covered by
the Street Address Directories on the attached Schedule 3 on this Agreement's
effective date.
1.12. "Street Address Directory Contract Amount" means the monthly
dollar amount payable on Street Address Directory lease or purchase contracts
sold by Agency, net of actual claims and returns relating to such contracts,
multiplied by the number of months in each such contract's term.
1.13. "White Pages Listings" means additional lines and additional,
alternate, foreign, enhanced, or vanity listings in an alphabetical directory.
2. Publisher of the Directories
(a) Publisher is the publisher of the Directories and the Street
Address Directories. Publisher is solely responsible for marketing (which
includes without limitation pricing, scoping, design, branding, and
scheduling), manufacturing, and distributing the Directories and Street
Address Directories. Provided, however, that after the date for commencement
of the local sales campaign for a Directory, as set forth in the Annual
Business Plan, Publisher shall not shorten the number of months in such
Directory's issue life without the consent of Agency, which consent will not be
unreasonably withheld. Publisher is solely responsible for all costs, fees,
and other expenses for publishing the Directories and the Street Address
Directories, including without limitation any and all fees paid to telephone
companies.
(b) Publisher shall provide Agency with product descriptions, directory
publishing cycles, price lists, terms and conditions, publishing standards,
and credit policy. Publisher shall provide the information described in this
subsection in a sufficiently timely fashion to facilitate Agency's performance
under this Agreement.
(c) Publisher shall obtain accurate and timely service orders, or
other similar information, reflecting the necessary information regarding
additions, changes and deletions affecting any listings in the alphabetical
and classified sections of the Directories and in the Street Address
Directories covered by this Agreement and shall provide such information to
Agency in a sufficiently timely fashion to facilitate Agency's performance
under this Agreement
3. Appointment of Exclusive Agent
(a) For the term of this Agreement, Publisher grants to Agency the
exclusive right to sell or lease Street Address Directories and solicit and
sell all advertising for the Directories other than National Yellow Pages
Advertising, White Pages Listings, and advertising sold with the Agency's
consent pursuant to cross-sell or similar agency agreements between Publisher
and other publishers.
(b) Publisher agrees that damages are not an adequate remedy for the
breach of the exclusive agency rights provided by Section 3(a) herein, and
that Agency is entitled to specific enforcement by injunction of those
exclusive agency rights.
(c) Agency acknowledges that customers who purchase advertising in the
Directories or who purchase or lease Street Address Directories are customers
of Publisher and not Agency.
(d) The services and representation to be provided by Agency are on a
non-exclusive basis, and Agency may, consistent with the terms of this
Agreement, sell advertising for directories not encompassed by the terms of
this Agreement or engage in any other business not inconsistent with this
Agreement.
4. Term of Agreement
This Agreement is effective as of the date of the Agreement and will
remain in effect in perpetuity unless terminated as provided in Section 16
herein.
5. Agency Sales Services
(a) Agency is solely responsible for the sales force, sales
management, sales assignment, sales planning, sales training, sales support,
preparation of speculative art, sales analysis and sales compensation, and all
costs associated therewith.
(b) Agency shall solicit and sell advertising for publication in the
Directories and solicit and sell or lease Street Address Directories in
accordance with Section 3 herein.
(c) In performing services under this Agreement, Agency shall use the
brands, tradenames and trademarks of Publisher in such manner and to such
extent as is approved by Publisher.
(d) Agency agrees to maintain a sales and sales-support organization
adequate in Agency's sole judgment to fulfill the purposes of this Agreement
and agrees to undertake to sell advertising in a business-like manner.
6. Advertiser Contracts
(a) All applications and contracts for advertising and Street Address
Directories will comply with Publisher's rates, terms, and conditions,
including publishing and credit policy, and shall be submitted in a timely
fashion by Agency to Publisher or its designee upon forms or by means of
electronic transmission approved by Publisher.
(b) Contracts for advertisements and Street Address Directories will be
between Publisher and advertiser, and Publisher at its expense shall provide
the contract forms, either in electronic or paper form, between Publisher and
advertiser for use by Agency.
(c) Publisher reserves the right to reject any contract, proposal or
item of advertising, submitted by Agency or to condition its acceptance upon
satisfying specified terms and conditions. Publisher shall promptly notify
Agency of any such rejection or conditional acceptance.
7. Copyright and Intellectual Property
Notwithstanding any creative efforts of Agency, Agency disclaims all
copyright or other intellectual property interests in speculative art and
advertising copy, artwork or other advertising submitted under this Agreement.
8. Business Plan
Publisher and Agency shall jointly develop and approve an Annual
Business Plan each year for the next year's sales campaign. The first such
Annual Business Plan will be developed and approved by October 1, 1997, and
each successive Annual Business Plan will be developed and approved no later
than October 1 of each year. The Annual Business Plan may include sales
analyses, directory publishing cycles, performance standards reviews, results
of prior performance, as well as plans and programs for the next annual sales
campaign and such other matters as agreed to by the Parties or as set forth
herein.
9. Billing, Collections, Uncollectibles
(a) Publisher is responsible for all credit, claim and collections
functions for the Directories and the Street Address Directories, including
arranging for local, foreign and national billing and establishing credit
policies.
(b) Agency shall provide Publisher with the data necessary for
Publisher to perform the responsibilities described in Section 9(a).
(c) Publisher, at its own cost, is responsible for all claims and
litigation relating to advertising in the Directories, except as set forth in
Section 13 herein.
(d) Agency may not adjust or compromise any claim without the prior
written consent of Publisher. Publisher shall notify Agency within 10 days of
its disposition of any claim that may affect Agency's performance of its
services under this Agreement.
(e) Publisher shall advise Agency of the collection and credit status
of local Directory advertisers and purchasers or lessees of Street Address
Directories in a sufficiently timely fashion to facilitate Agency's
performance under this Agreement.
10. Commissions, Allowances and Payments for Directory Advertisements
(a) As compensation for the sales services performed by Agency, Agency
will earn a commission of [27]% of the Advertiser Contract Amount less
allowances for (i) claims and (ii) bad debt and disconnects. Beginning on
this Agreement's effective date, Agency has an unconditional and irrevocable
right to its commissions upon submission to Publisher, or its designee, of an
advertising contract meeting Publisher's rates, terms, publishing, and credit
standards for placement of an advertisement in the Directories. The allowance
for claims will not exceed [2.4]% of the Advertiser Contract Amount and the
allowance for bad debt and disconnects will not exceed [3.7]% of the Advertiser
Contract Amount in any calendar year.
(b) Beginning in January 1998 and continuing each month thereafter,
Publisher shall calculate the commission payable to Agency based on the
Monthly Advertiser Contract Amount as follows:
(i) On the last day of each month, Agency shall determine the
Monthly Advertiser Contract Amount and shall provide the Monthly Advertiser
Contract Amount to Publisher;
(ii) Publisher shall then multiply the Monthly Advertiser Contract
Amount by [.024], representing the allowance for claims, and subtract the
amount equal to the product of this multiplication from the total Monthly
Advertiser Contract Amount;
(iii) Publisher shall also multiply the Monthly Advertiser
Contract Amount by [.037], representing the allowance for bad debt and
disconnects, and subtract the amount equal to the product of this
multiplication from the Monthly Advertiser Contract Amount; and
(iv) After determining the sum derived from the calculations in
Section 10 (b)(ii) and (b)(iii) above, Publisher shall then multiply this sum
by [.27] and remit the amount equal to the product of this calculation to
Agency by wire transfer no later than the 20th day of the month following the
determination of the Monthly Advertiser Contract Amount as set forth in
Section 10(b)(i).
(c) The following example illustrates the calculations made pursuant
to Section 10(b)(i-iv):
(i) $10,000,000 = Monthly Advertiser Contract Amount
(ii) $10,000,000 = Monthly Advertiser Contract Amount
x [.024] = claims allowance
-----------
$ [240,000] = value of claims allowance
(iii) $10,000,000 = Monthly Advertiser Contract Amount
x [.037] = bad debt and disconnects allowance
-----------
$ [370,000] = value of bad debt and disconnects allowance
(iv) $10,000,000 = Monthly Advertiser Contract Amount
$[240,000] = value of claims allowance
$[370,000] = value of bad debt and disconnects
------------
$[9,390,000]
x [.27] = commission rate
------------
$[2,535,300] = commission payable
(d) To the extent Agency sells advertising for a Directory or
Directories that Publisher does not publish within six months of the
publication date scheduled in the Annual Business Plan, and the advertisements
are not published in other Directories within such six month period, Publisher
shall pay Agency, and Agency has an unconditional and irrevocable right to, a
commission on the Advertiser Contract Amount for each non-published
advertisement. Publisher shall calculate this commission based on the
Advertiser Contract Amount for each non-published advertisement in the same
manner as provided in Section 10(b) and 10(c) and shall pay Agency on the 10th
day of the seventh month following the publication date scheduled in the
Annual Business Plan.
(e) The following example illustrates the calculations made pursuant
to Section 10(d):
(i) $ 10,000,000 = Advertiser Contract Amount
(ii) $ 10,000,000 = Advertiser Contract Amount
x [.024] = claims allowance
------------
$ [240,000] = value of claims allowance
(iii) $ 10,000,000 = Advertiser Contract Amount
x [.037] = bad debt and disconnects allowance
------------
$ [370,000] = value of bad debt and disconnects allowance
(iv) $10,000,000 = Advertiser Contract Amount
$[240,000] = value of claims allowance
$[370,000] = value of bad debt and disconnects
------------
$[9,390,000]
x [.27] = commission rate
------------
$[2,535,300] = commission payable
(f) The Parties agree that a true-up of (i) claims and (ii) bad debt
and disconnects will be made for the Directories on a Sales Cycle Year basis
for claims and a calendar-year basis for bad debts and disconnects beginning
with the Directories published in 1998 and for the Directories published in
each succeeding year. At this true-up, the dollar amount of actual (i) claims
and (ii) bad debt and disconnects will be compared to the allowances of [2.4]%
and [3.7]% referred to in Section 10(a) above. If the respective actual
dollar value of either actual (i) claims or (ii) bad debt and disconnects is
less than the respective allowance, Publisher shall remit the amount equal to
the difference multiplied by [.27] to Agency within 30 days of such
determination. If (i) actual claims or (ii) bad debt and disconnects exceed
their respective [2.4]% and [3.7]% allowances, Agency does not owe Publisher
any payment except as may be applicable under Section 13(b). This true-up
calculation will be made within 30 days following the end of the Sales Cycle
Year, in the case of claims, and the calendar year, in the case of bad debts
and disconnects, during which the actual claims and bad debts and disconnects
occur. This computation will be made by a method and with data analogous to
the method and data reflected on the spreadsheets attached hereto as Schedule
4.
(g) To protect Agency from excessive supersedures (movements of local
advertising accounts to national advertising accounts), Publisher shall
increase the Advertiser Contract Amount as follows. Within the 30 days
following the end of the 1998 Sales Cycle Year, Publisher shall compute the
supersedures and determine the amount, if any, by which the supersedures
exceed 1% of the Advertiser Contract Amount for the 1998 Sales Cycle Year, and
Publisher shall then increase the then-Monthly Advertiser Contract Amount by
the dollar amount of supersedures in excess of one percent of the Advertiser
Contract Amount. Thereafter, Publisher likewise shall compute and make the
adjustment described in this Section within the 30 days following the end of
each Sales Cycle Year based on the supersedures that occurred during that
Sales Cycle Year.
11. Commissions for Sale or Lease of Street Address Directories
(a) As compensation for the sales or leasing services performed by
Agency for the Street Address Directories, Agency will earn a commission of
[27]% of the Street Address Contract Amount. Agency has an unconditional and
irrevocable right to its commission upon submission to Publisher of a purchase
or lease contract meeting Publisher's rates, terms, and credit policy for
purchase or lease of Street Address Directories.
(b) Beginning in January 1998 and continuing each month thereafter,
Publisher shall calculate the commission payable to Agency based on the
Monthly Street Address Directory Contract Amount as follows:
(i) On the last day of each month, Agency shall determine the
Monthly Street Address Contract Amount and shall provide this amount to
Publisher;
(ii) Publisher shall then multiply this amount by [.27].
Publisher shall remit the amount equal to the product of this multiplication
to Agency by wire transfer no later than the 20th day of the month following
the determination of the Monthly Street Address Directory Contract Amount.
(c) To the extent Agency procures a purchase or lease of a Street
Address Directory that Publisher does not publish or update within six months
of the publication date scheduled in the Annual Business Plan, Publisher shall
pay Agency, and Agency has an unconditional and irrevocable right to, a
commission on the Street Address Directory Contract Amount for each
non-published or -updated Street Address Directory. Publisher shall calculate
this commission based on the Street Address Directory Contract Amount for each
non-published or -updated Street Address Directory in the same manner as
provided in Section 11(a) and (b) and shall pay Agency on the 10th day of the
seventh month following the publication or update date scheduled in the Annual
Business Plan.
12. Reciprocals, Cross-Sell, and Other Advertising Arrangements
Neither Party may enter into reciprocal, cross-sell, or other agreements
covering the sale of "foreign in" or "foreign out" advertising relating to the
Directories without the other Party's consent, which neither Party may
unreasonably withhold.
13. Liability, Indemnification, Insurance
(a) (i) Except as set forth in Section 13(b), Publisher shall defend,
indemnify and save harmless Agency against [all claims and demands, including
any action, cause of action or equitable proceeding, resulting from or
relating in any way to advertisements or listings published in the
Directories, from anything done or omitted by Publisher, its respective agents
or employees in connection with this Agreement, including without limitation
Publisher's failure to furnish Agency with accurate information] (collectively
"Indemnifiable Claims").
(ii) Agency will not settle or compromise any Indemnifiable Claim
without the prior written consent of Publisher.
(iii) Publisher shall pay to Agency upon request the [full amount]
of any loss or damage or expense which Agency may sustain, incur or become
liable for, including [court costs and a reasonable amount of attorneys'
fees], arising from Indemnifiable Claims.
(b) (i) Notwithstanding the limitation on claims allowances provided
in Section 10, Agency shall indemnify and save harmless Publisher against
claims and demands (including actions, causes of action, or equitable
proceedings) arising from or as a result of the following acts or omissions of
Agency, its agents, or employees:
[(A) actual fraud;
(B) violation of credit or advertiser authorization
policies agreed to by Publisher and Agency;
(C) grossly negligent or willful failure to treat an
advertiser's written and timely request to cancel or change advertising;
(D) adjustments or compromises in violation of Section
13(a)(ii); and
(E) grossly negligent or willful provision of incorrect
phone numbers or advertiser names.]
(ii) Within 10 days of receipt of a claim or demand described in
Section 13(b)(i), Publisher shall notify Agency of such claim or demand and
provide Agency a reasonable opportunity to adjust or defend the claim or
demand before any settlement or payment on account thereof is made by
Publisher.
(iii) Agency shall pay to Publisher, upon request, the [full
amount] of liability that Publisher may sustain, incur or become liable for,
including [court costs and a reasonable amount of attorneys' fees], as a
result of the acts listed in Section 13(b)(i).
(c) The Parties shall carry mutually satisfactory public liability,
property damage and such other insurance as may be deemed necessary to
effectuate the Parties' rights and obligations under this Agreement.
14. Non-Compete
(a) During the term of this Agreement, neither Agency nor its
Affiliates will undertake to solicit, sell, market or publish an alphabetical
or classified print directory or directories, other than the Directories, for
primary distribution in any area where the Directories are primarily
distributed.
(b) During the term of this Agreement, neither Agency nor its
Affiliates will undertake to solicit, market, sell, publish, or lease a street
address directory or directories, other than the Street Address Directories,
covering in whole or in part the geographic areas covered by the Street
Address Directories.
(c) During the term of this Agreement, neither Agency nor its
Affiliates will undertake to solicit, sell, market or publish an alphabetical
or classified print directory or directories, other than the Directories, for
primary distribution in an area where the directories on schedule 5 are
primarily distributed on this Agreement's effective date. For purposes of
this subsection, Publisher and its Affiliates other than Agency shall not be
considered an Affiliate of Agency.
(d) Upon termination of this Agreement, this non-compete provision
shall be considered terminated and of no further force and effect.
15. Dispute Resolution
The Parties shall submit all disputes, except those disputes that
include a demand for emergency equitable relief, arising out of this Agreement
to arbitration in accordance with the Commercial Rules of the American
Arbitration Association ("AAA") then in effect. Unless otherwise agreed by
the Parties, the dispute shall be resolved by the AAA within sixty (60) days
of submission, and the AAA shall be informed of the sixty (60) day resolution
requirement when the submission is made to the AAA. Judgment on the award may
be entered in any court having jurisdiction. The location of the arbitration
proceeding shall be in the greater metropolitan area of Chicago, Illinois.
Any court action including a demand for emergency equitable relief shall be
brought in a court of competent jurisdiction in the State of Illinois.
16. Termination
(a) This Agreement shall terminate:
(i) Upon the unanimous written agreement of the Parties to
terminate this Agreement; or
(ii) Upon termination of DonTech II Partnership.
(b) Upon termination pursuant to Section 16(a), Agency shall cooperate
in the orderly return of information and data provided to Agency by Publisher.
17. Force Majeure
(a) If any Party is prevented from performing any of its obligations
under this Agreement because of any act of God, lockout, strike or other labor
dispute, riot or civil commotion, act of public enemy, law, order or act of
government, whether federal, state or local, or other similar event beyond the
Party's control (a "Force Majeure Event"), then that Party will be excused
from performing any of its obligations which are so prevented. However, the
Party so excused is responsible for performing those obligations of which it
had been relieved due to the Force Majeure Event as soon as the Force Majeure
Event has ceased to prevent the Party's performance.
(b) If a Force Majeure Event excuses Agency from performing its duties
under this Agreement, Publisher may procure substitute performance;
immediately upon Agency's providing notice to Publisher that the Force Majeure
Event has ended, however, Agency is entitled to resume performance under this
Agreement.
18. Notices
The Parties shall send all notices or consents that are required or
permitted under this Agreement as follows (unless such addresses are modified
by any of the Parties). Notices, consents, or communication have been duly
given if delivered in person, by facsimile or mailed by certified or
registered mail, return receipt requested and postage prepaid, as follows:
If to Agency:
Chief Executive Officer
DonTech II
Boulevard Towers South
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
FAX (000) 000-0000
with copies to:
General Counsel
The Xxxxxx X. Xxxxxxxxx Corporation
Xxx Xxxxxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
FAX (000) 000-0000
General Counsel
Ameritech Publishing of Illinois, Inc.
000 X. Xxx Xxxxxx
Xxxx, Xxxxxxxx 00000
FAX (000) 000-0000
If to Publisher:
President
Ameritech Publishing, Inc.
000 X. Xxx Xxxxxx
Xxxx, Xxxxxxxx 00000
FAX (000) 000-0000
with copy to:
General Counsel
Ameritech Publishing, Inc.
000 X. Xxx Xxxxxx
Xxxx, Xxxxxxxx 00000
FAX (000) 000-0000
19. Entire Agreement
This Agreement, including the attached Schedules 1 through 5, and the
Master Agreement, dated August 19, 1997, constitute the entire agreement and
understanding among the Parties concerning the subject matter of this
Agreement and supersede all prior negotiations and proposed agreements or
understandings.
20. Governing Law
This Agreement shall be deemed to have been executed and delivered
within the State of Illinois, and shall in all respects be interpreted,
enforced and governed by the laws of the State of Illinois, irrespective of
choice of law principles to the contrary.
21. Counterparts
This Agreement may be executed in any number of counterparts, and each
such counterpart shall be deemed to be an original instrument, but all such
counterparts shall constitute but one agreement.
22. Waiver
Any of the terms and conditions of this Agreement may be waived at any
time and from time to time in writing by the Party entitled to the benefit
thereof without affecting any other terms and conditions of this Agreement.
The waiver by either Party of a breach of any provision of this Agreement will
not operate or be construed as a waiver of any subsequent breach. Any waiver
must be made in writing and may not be inferred from a failure to assert any
right that could have been asserted.
23. Validity
The invalidity or unenforceability of any term or provision of this
Agreement does not affect the validity or enforceability of any of the
remaining terms or provisions of this Agreement unless the provision found to
be invalid is essential to the primary purposes of this Agreement.
24. Confidentiality
(a) Each of the Parties to this Agreement in the performance of their
duties hereunder will communicate or otherwise make known to the other Party
information, materials, data and other matter ("Information") that is not
otherwise known to the recipient Party and is not generally known by third
parties. It is generally acknowledged that such Information would be of value
to each Party's competitors and to others were this Information known to them.
Information is considered to be trade secret information, and the Parties
shall treat it as such. Except to the extent compelled by court order or as
may be otherwise required by applicable law, no Party may disclose Information
without the written authorization of the non-disclosing Party.
(b) Except to the extent compelled by court order or as may be
otherwise required by applicable law, the Parties shall keep the terms,
conditions and other material provisions of this Agreement confidential.
25. Successors and Assigns
This Agreement is binding upon and will inure to the benefit of the
successors and assigns of the Parties but may be assigned in whole or in part
by either Party to a non-Affiliate only with the other Party's consent, which
may be exercised in that Party's sole discretion.
26. Amendments
No amendment to this Agreement shall be effective unless it is in
writing and signed by each of the Parties hereto. No waiver of any term or
condition hereunder shall be effective unless it is in writing and signed by
the Party against whom such waiver is to be enforced.
27. Interpretation
(a) The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
(b) No provision of this Agreement shall be interpreted in favor of,
or against, any of the Parties hereto by reason of the extent to which any
such Party or its counsel participated in the drafting thereof or by reason of
the extent to which any such provision is inconsistent with any prior draft
hereof or thereof.
(c) All references to "$" or dollar amounts shall be to lawful
currency of the United States of America.
IN WITNESS WHEREOF, the Parties have executed this Exclusive Sales Agency
Agreement as of the date first indicated above.
APIL Partners Partnership
By:________________________________
Xxxxx X. XxXxxxxx
Title: President, Ameritech
Publishing of Illinois, Inc.
By:________________________________
Xxxxx X. XxXxxxxx
Title: President, Ameritech
Publishing, Inc.
"Publisher"
DonTech II Partnership
By:________________________________
Xxxxx X. XxXxxxxx
Title: President, Ameritech
Publishing of Illinois, Inc.
By:________________________________
Xxxxx X. Xxxxxx
Title: President and Chief Executive
Officer, The Xxxxxx X. Xxxxxxxxx
Corporation
"Agency"
SCHEDULE 1
19633 GALENA
18603 CANTON
19567 XXXXXXX
00000 XXXXXX XXXX
19733 XXXXXX
20100 KANKAKEE
21665 STERLING
00000 XXXXXXX
21382 ROCKFORD
21815 VANDALIA
19133 DANVILLE
19817 GREENVILLE
20800 MT XXXXXX
19300 XXXXXX
19583 FRANKFORT
20083 JOLIET
20216 LEMONT
20666 XXXXXX
21532 SENECA
21955 WILMINGTON
19167 DEERFIELD
19450 XXXXXXXX
00000 XXXXXXXX
00000 XXXXXXX XX
20166 LK FOREST
21582 SKOKIE
21963 XXXXXXXX
00000 XXXXXX
19150 DECATUR
20850 XXXXXXXXX
00000 XX XXXXX
00000 CAIRO
19200 DELAVAN
20950 OLIVE BRCH
18503 BLUE ISLAND
18987 CHGO HTS
19083 XXXXX
00000 XXXXXXX XX
_____ XXXXXXX
00000 XXXXXXXX
00000 XXXXXX XX
21299 RIVERDALE
21715 SUMMIT
00000 XXXXXX XX
00000 XXXXXXX
00000 XXXXXX
18461 XXXXXXX
18430 BLMNT-CRGN
18525 BRIDGEPORT
18537 XXXXXXX XX
00000 XXXXXXX
00000 XXXXXXXXX
18994 XXXXXXXX X
00000 XXXX XXXX
20042 XXXXXXX XX
00000 XXXX XXXX
00000 XXXXXXX XX
00000 XXXXXXX XX
00000 XXXXX XX
18889 LOOP-DOWNTOWN
19003 XXXXXXX XX.
21407 XXXXXX XX
00000 XXXXXXXX
00000 X XXXXX
00000 XXXXXXXXXXX
18471 BLOOMINGDALE
19138 DARIEN
19267 DOWNRS GRV
00000 XXXXXXXX
00000 XXXX XXXXX
19967 HINSDALE
00000 XXXXXXX-XX
20833 NAPERVILLE
9867 HARVARD
0-000 XXXXXXX
20450 XXXXXXX
21971 WOODSTOCK
19027 CICERO
0150 LA GRANGE
20433 MAYWOOD
00000 XXX XXXX
00000 RVR GROVE
18287 ARL HTS
18370 BARRINGTON
18387 BARTLETT
19405 ELK GROVE
21010 PALATINE
21516 SCHAUMBURG
21947 WHEELING
18070 ALGONQUIN
18703 XXXX
19100 CRYSTAL LK
19283 DUNDEE
19400 ELGIN
19833 HAMPSHIRE
18337 AURORA
18470 BIG ROCK
19383 ELBURN
19700 GENEVA
21987 YORKVILLE
18203 XXXXX
18420 BELLEVILLE
19060 CLINTN CTY
19067 COLINSVILE
00000 X XX XXXXX
00000 EDWARDSVLE
19783 GRANIT CTY
21249 QUINCY
18770 CHAMPAIGN
26531 XXXXXXXXX
21242 IL QUD CTY
18403 BEARDSTOWN
21632 SPRINGFLD
18766 CHN O'LKS
20250 LIBRYVILE
21931 WAUKEGAN
21998 ZION
18582 CAL CITY
00000 XXXXX XX
00000 X XXXXXXX
00000 XXXX
23267 XXXXXXX
00000 XXXXXXX, XX
00000 LANSING
23650 XXXXXX
18886 CHGO ALPHA
18888 CHGO B-T-B
18887 CHGO CONS
_____ PARK RIDGE
SCHEDULE 2
23117 XXXX
23267 XXXXXXX
00000 XXXX XXXXXXX
00000 XXXXX XXXXX
00000 XXXXXX
00000 XXXXXXXX
SCHEDULE 3
ILLINOIS
Near West
Far West
DuPage North
DuPage South
Fox Valley
Near North
Northwest
Arlington Heights - Elk Grove Village
Barrington - Palatine - Wheeling
Xxxxxxxxx - Xxxxxxx - Schaumburg
Dundee - Elgin - Hampshire
Champaign
Far North
McHenry Reverse
Joliet
Peoria
Springfield Reverse
Chicago North
Chicago South
South Suburban
Metro East
Illinois Quad Cities Reverse
Calumet
Kankakee
MICHIGAN
MaComb
North Oakland
South Oakland
Xxxxxx Xxxxx
Western Xxxxx
Downriver
Xxx Arbor - Ypsilanti
SCHEDULE 4
[ATTACHED TO XXX XXXXX LETTER]
SCHEDULE 5
Aas Directories and YPPA Codes
YPPA
Directory Name State Code
-------------- ----- ----
XXXXXXXXXX XX 00000
XXXXXXXX XX 00000
ATTICA IN 22270
XXXXXX XX 00000
BEDFORD IN 22320
XXXXXXXXX COUNTY IN 22361
XXXXXXXXXXX XX 00000
XXXXXXXX XX 00000
XXXX XXXXX XX 00000
XXXXXXX XXXXXXX BUS SEARCH IN 23368
COLUMBUS IN 22703
XXXXXXXXXXXXXX XX 00000
CULVER IN 22787
XXXX XXXXXXXX XX 00000
ELWOOD IN 22970
XXXXXXXXXX XX 00000
FRANKFORT IN 23060
GREATER LAPORTE COUNTY IN 23750
XXXXXXXXXX XX 00000
XXXXXXXXXXXX XX 00000
XXXXXXXXXXXXXX XX 00000
XXXXXXXXXXXX XX 00000
KOKOMO IN 23483
XXXXXXX XX 00000
XXXXXX XX 00000
XXXXXX IN 23700
XXXXXXXXXXXX XX 00000
MOROCCO IN 23900
XXXXXX XX 00000
NEW CASTLE IN 24050
NORTH SUBURBAN IN 00000
XXXX IN 24233
XXXXX COUNTY IN 22994
ROCKPORT IN 24388
XXXXXXXXX XX 00000
XXXXXXXXXXX XX 00000
SOUTH BEND IN 00000
XXXXX XXXXXXXX XX 00000
TELL CITY IN 24616
VINCENNES IN 24712
XXXXXXX COUNTY IN 23001
WASHINGTON IN 00000
XXXX XXXXXXXX XX 00000
XXXXXX XX 00000
XXX ARBOR XXXXXXXXX XX 00000
ARENAC IOSCO OGEMAW COUNTIES MI 34957
BATTLE CREEK AREA MI 34217
XXXXXX XXXXXX XX 00000
BEULAH XXXXXXXXX XX 00000
BIG XXXXXX XXXX XX 00000
BIRMINGHAM XXXX XX 00000
XXXXX XX 00000
CADILLAC MI 34455
CASNOVIA XXXX XXXX XX 00000
XXXXX XXXXXXX XX 00000
CHARLEVOIX XXXXX XXXXXX XX 00000
XXXXXXXXX XXXX MI 00000
XXXXXXXXX XX XXXXXX XXXXXXXX XX 00000
CLIO MT XXXXXX FLG NBHD MI 34718
XXXXXXX XX 00000
XXXXXXXXX XXXX XX 00000
DOWNTOWN DETROIT XXXX XX 00000
XXXX XXXX XX 00000
ESCANABA MI 00000
XXXXXXXXXX XXXXXXXXXX XXXXX XX 00000
XXXXXX XXXXX XXXX XX 00000
XXXXX XXXX XX 00000
XXXXXXX XXXX XX 00000
GRAND HAVEN MI 00000
XXXXX XXXXXX XXXX XX 00000
GRAND XXXXXXXX XXX XX 00000
GREATER XXXXXXX XXXXXX XX 00000
GREATER THUMB AREA MI 34183
XXXXXXXXXX XXXX XX 00000
GROSSE POINTES XXXX XX 00000
XXXXXXXX XXXXX COUNTY MI 35484
HILLSDALE XXXXXXXXXX XX 00000
XXXXXXX XXXXXXX XX 00000
XXXXXXX XXXXXX WAYLD MI 37525
HOUGHTON XXXXXXXX XX XX 00000
XXXXX XXXX XX 00000
IRON MOUNTAIN MI 35671
IRONWOOD MI XXXXXX XX XXXX XX 00000
KALAMAZOO XXXXXXX XXXX XX 00000
KALKASKA MANCELONA MI 35757
XXXXXXX XXXX XX 00000
LAPEER COUNTY AND XXXX XXXXX XX 00000
XXXXXXXXXX XXXXXX XX 00000
LIVONIA XXXX XX 00000
XXXXXXXX XXXX XX 00000
MARQUETTE XXXXXXXXX XX 00000
XXXXXXXXX XX 00000
METRO DET XXXXX XXXXXX XXXXXX XX 00000
XXX XXXXXXXX XX 00000
XXXXXXX XX 00000
XXXXXX XXXXXXXX XX 00000
MT XXXXXXX XXXX XX 00000
NEW XXXXXXXXX XX 00000
NEW BUFFALO THREE OAKS MI MI 36529
XXXXXXXX XX 00000
NILES MI 36555
NORTH OAKLAND PONTIAC AREA MI 36870
NORTH XXXXXXXX XXXX XX 00000
PLYMOUTH XXXX XX 00000
PORT XXXXX XXXX XX 00000
XXXXXXXX XX 00000
ROCHESTER XXXX XX 00000
XXXXXXX XXXX XX 00000
XXXXXXX XXXX XX 00000
SAULT STE XXXXX MI 37236
SOUTH LYON MI 00000
XXXXXXXXXXXX XXXX XXX XXXXXX XX 00000
SOUTHFIELD XXXX XX 00000
STERLING HGTS XXXX XX 00000
XXXXXX XXXX XX 00000
TRENTON NBHD MI 00000
XXXX XXXXXXXXX XXXX XX 00000
WYANDOTTE XXXX XX 00000
XXXXX XX 00000
ALLIANCE OH 56044
XXXXXXXXX XX 00000
XXXXXXXXXXX XX 00000
XXXXXX XX 00000
CHAGRIN AREA OH 56497
XXXXXXXXX XX 00000
COLUMBUS XXXXXXXXX XX 00000
COLUMBUS XXXXXXXXX XX 00000
COLUMBUS XXXXXXXXX XX 00000
COLUMBUS XXXXXXXXX XX 00000
COLUMBUS WHITE PAGES OH 56667
COLUMBUS YELLOW PAGES OH 56668
XXXXXXXXX XX 00000
XXXXXXXX XXXXX XX 00000
XXXXXX XX 00000
DAYTON EAST OH 56784
XXXXXX XXXXX XX 00000
DAYTON XXXXX XX 00000
DAYTON XXXXXXXXX XX 00000
EAST XXXXXXXXX XX 00000
XXXXXXX XXXX XXXXX XXXX XX 00000
XXXXXX XX 00000
XXXXXXXX XX 00000
XXXXXXXXXXXX XX 00000
XXXXXXX XX 00000
XXXXXXXX XX 00000
XXXXXXX XX 00000
XXXXXXXXX XX 00000
GREATER LAKE GEAUGA COUNTIES OH 58214
GREATER XXXXXXXXX XXXXXXXXXXX XX 00000
GREATER XXXXXXX XXXXXXXXXXX XX 00000
HEIGHTS AREA OH 56634
XXXXXXXXX XX 00000
XXXXXXX XX 00000
KENT RAVENNA OH 57502
XXXXXXXXX XX 00000
XXXXXX XX 00000
LYNDHURST OH 00000
XXXXXXXX XXXXXXXXXXX XXX XXX XX 00000
XXXXXXXXX XX 00000
XXXXXXXXXX XX 00000
XXXXXXXXXXX XX 00000
XXXXXXXXXXXX XXXX XXX XXXXXX XX 00000
XXXXX XXXXXX XX 00000
PIQUA OH 58299
XXXXXX XX 00000
SALEM XXXXXX XX 00000
XXXXXXXX XX 00000
XXXXXXXXX XXXX XX 00000
SOUTHWEST AREA OH 56230
XXXXXXXXXXX XX 00000
STEUBENVILLE OH 00000
XX XXXX XXXXXXXX XX XXX XXXXXX XX 00000
XXXXXX XX 00000
XXXXXX XX 00000
XXXXXXXXXXXX XX 00000
UPPER SANDUSKY OH 00000
XXXXXXXXXX XXXXX XXXXX XX 00000
XXXXXXXXXX XX 00000
XENIA OH 58918
YOUNGSTOWN XXXXXX XXXXXXXX XX 00000
XXXXXXXXXX XX 00000
ALGOMA WI 79010
XXXXXXX XX 00000
XXXXXXX XX 00000
XXXXXX XXX XX 00000
BELOIT WI 79282
BERLIN WI 79299
BROOKFIELD NHBD WI 81158
XXXXXXXXXX XX 00000
XXXXXXXXX XX 00000
XXXXXXX XX 00000
XXX XXXXXX XX 00000
XXXXXXXXXX XX 00000
XXXX XX XXX XX 00000
XXXX XXXXXXXX XX 00000
XXX XXXXXX XX 00000
XXXXXXX XXXXXXXXX XXX XXXXXX XX 00000
GREEN DAY WI 80336
XXXXXXXX XX 00000
XXXXXX XX 00000
XXXXXX XX 00000
JANESVILL WI 80625
XXXXXXX XX 00000
XXXXXXXXX XX 00000
LAKE GENEVA WI 80778
MADISON WI 80863
XXXXXXXXX XX 00000
MARINETTE WI 80931
XXXXXXXX XX 00000
MAZOMANIE WI 81033
XXXXXXXXX XXXXX XX 00000
XXXXXXXXX XX 00000
MILWAUKEE CONSUMER YELLOW PAGE WI 81160
MILWAUKEE WHITE PAGES WI 81159
NEW LONDON WI 81415
NORTH SHORE NBHD WI 81164
XXXXXXXXXX XX 00000
XXXXXX XX 00000
OSHKOSH WI 81602
XXXX XXXXXXXXXX XX 00000
XXXXXX XX 00000
SHEBOYGAN WI 00000
XXXXX XXXXX XXXX XX 00000
SOUTHWEST XXXX XX 00000
XXXXXXX XX 00000
XXXXXXX XXXXX XX 00000
XXXXXXXXX XX 00000
XXXXXXXX XXX XX 00000
SUPERIOR WI 00000
XXXXX XXXXX XX 00000
XXXXXXXXX XX 00000
XXXXXXXX XX 00000
XXXXXXX XX 00000
XXXX XXXX XX 00000
WHITEWATER WI 82866
XXXXXXXXXXX XX 00000
