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Exhibit
10.15
Execution
AMENDMENT NO.
3
TO
ASSET PURCHASE
AGREEMENT
THIS
AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT (this “
Amendment ”) is made as of the 18 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, and as further amended by that certain
Amendment No. 2 to Asset Purchase Agreement dated as of
April 17, 2008 (as so amended, the “ Purchase
Agreement ”).
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B. |
Seller and
Purchaser desire to further 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. Designation
of Closing Date . Pursuant to Section 1.6(a) of the
Purchase Agreement and notwithstanding prior designations of the
“Closing Date,” Seller and Purchaser hereby designate
April 23, 2008 as the “Closing Date.”
3. New
Section 4.26 to the Purchase Agreement . A new
Section 4.26 is added to the Purchase Agreement at the end of
Article IV thereof, as follows:
4.26 Excess
Costs at Federal Way, WA . To the extent that the actual costs
for the “Tenant Improvements” described on the attached
Annex 4.26 exceeds $111,561.80, Seller will reimburse
Purchaser for such excess costs within thirty (30) days of
presentation to Seller of written evidence reasonably satisfactory
to Seller of such excess costs; provided that Purchaser must
present Seller with such written evidence within 60 days following
completion of the Tenant Improvements requesting reimbursement
therefor or this obligation shall terminate and be of no further
force or effect.
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