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Exhibit 4.2
SUPPLEMENTAL
INDENTURE
THIS SUPPLEMENTAL INDENTURE
(this “ Supplemental Indenture ”), dated as of
May 29, 2008, among The Berry Company LLC, a Colorado limited
liability company, the successor by merger to Local Insight Berry
Holdings, LLC, a New York limited liability company (the “
New Guarantor ”), which is a subsidiary of Local
Insight Regatta Holdings, Inc. (or its permitted successor), a
Delaware corporation formerly known as Windstream Regatta Holdings,
Inc. (the “ Company ”), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and
Wells Fargo Bank, N.A., as trustee (the “ Trustee
”).
WITNESSETH
WHEREAS, the Company and the
Trustee entered into an Indenture (the “ Indenture
”), dated as of November 30, 2007, pursuant to which the
Company issued $210,500,000 in principal amount of 11.00% Senior
Subordinated Notes due 2017 (the “ Notes
”);
WHEREAS, Section 4.16 of
the Indenture provides that under certain circumstances the Company
is required to cause the New Guarantor to execute and deliver to
the Trustee a supplemental indenture pursuant to which the New
Guarantor shall unconditionally guarantee all of the
Company’s obligations under the Notes pursuant to a Guarantee
on the terms and conditions set forth in the Indenture;
WHEREAS, Section 9.1(j)
of the Indenture provides that the Company, the Guarantors and the
Trustee may amend or supplement the Indenture in order to provide
for additional Guarantors in accordance with the terms of the
Indenture, without the consent of the Holders of the Notes;
and
WHEREAS, all acts and things
prescribed by the Indenture, by law and by the Certificate of
Incorporation and the Bylaws (or comparable constituent documents)
of the Company, the Guarantors and the Trustee necessary to make
this Supplemental Indenture a valid instrument legally binding on
the Company, the Guarantors and the Trustee, in accordance with its
terms, have been duly done and performed;
NOW, THEREFORE, to comply
with the provisions of the Indenture and in consideration of the
foregoing, the New Guarantors, the Company and the Trustee mutually
covenant and
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