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Exhibit
10.14
Execution
AMENDMENT NO.
2
TO
ASSET PURCHASE
AGREEMENT
THIS
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “
Amendment ”) is made as of the 17 th day of April, 2008 (the “
Effective Date ”), between L.M. BERRY AND
COMPANY, a Georgia corporation (“ Seller
”), and LOCAL INSIGHT REGATTA HOLDINGS, INC. , a
Delaware corporation (“ Purchaser
”).
RECITALS:
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A. |
Seller and
Purchaser are parties to that certain Asset Purchase Agreement
dated as of February 1, 2008, as amended by that certain
Amendment No. 1 to Asset Purchase Agreement dated as of
April 11, 2008 (as so amended, the “ Purchase
Agreement ”).
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B. |
Seller and
Purchaser desire to amend and modify the Purchase Agreement as set
out in this Amendment.
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NOW,
THEREFORE , in consideration of the premises, and the mutual
representations, warranties, covenants and agreements hereinafter
set forth, the parties hereto agree as follows:
1. Defined
Terms . Capitalized terms used in but not defined in this
Amendment shall have the respective meanings ascribed thereto as
set forth in the Purchase Agreement.
2. Amendment of
Section 1.7(a) of the Purchase Agreement . The definition
of “ Disputed CT Receivable Amount ” appearing
as item (vii) of Section 1.7(a) of the Purchase
Agreement is hereby amended by deleting such definition and
inserting in lieu thereof the following:
“ Disputed
CT Receivable Amount ” shall mean (I) $2,318,867.00,
plus (II) plus any amounts actually paid pursuant to
Section 5 of that certain Settlement Agreement dated
April 16, 2008 (the “ Settlement Agreement
”) between Seller and CenturyTel Service Group, LLC, a
Louisiana limited liability company (“ CenturyTel
”), by or on behalf of Seller to CenturyTel on or prior to
11:59 p.m. Eastern time on the Business Day before the Closing
Date, less (III) the amount relinquished by Seller pursuant
to Section 2 of the Settlement Agreement, and less (IV)
any payments actually received by Seller from CenturyTel in
respe
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