SUBSIDIARIES GUARANTY

 

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                              SUBSIDIARIES GUARANTY

 

                  THIS SUBSIDIARIES GUARANTY, dated as of March 25, 2004 (as

amended, modified or supplemented from time to time, this "Guaranty"), is made

by each of the undersigned guarantors (each a "Guarantor," and together with any

other entity that becomes a guarantor hereunder pursuant to Section 26 hereof,

the "Guarantors"). Except as otherwise defined herein, capitalized terms used

herein and defined in the Credit Agreement (as defined below) shall be used

herein as therein defined.

 

                  WHEREAS, infoUSA Inc. (the "Borrower"), the financial

institutions from time to time party thereto in the capacity of a lender (in

such capacity, the "Lenders"), and Wells Fargo Bank, National Association, as

administrative agent (together with any successor administrative agent, the

"Administrative Agent"), have entered into a Credit Agreement, dated as of March

25, 2004 (as amended, modified, or supplemented from time to time, the "Credit

Agreement"), providing for the making of Loans to, and the issuance of Letters

of Credit for the account of, the Borrower as contemplated therein (the Lenders,

the Collateral Agent, the Issuing Lender and the Administrative Agent are herein

called the "Lender Creditors");

 

                  WHEREAS, the Borrower may at any time and from time to time

enter into one or more Interest Rate Protection Agreements or Other Hedging

Agreements with one or more Lenders or any affiliate thereof (each such Lender

or affiliate, even if the respective Lender subsequently ceases to be a Lender

under the Credit Agreement for any reason, together with such Lender's or

affiliate's successors and assigns, if any, collectively, the "Other Creditors,"

and together with the Lender Creditors, the "Secured Creditors");

 

                  WHEREAS, each Guarantor is a direct or indirect Subsidiary of

the Borrower;

 

                  WHEREAS, it is a condition to the making of Loans to, and the

issuance of Letters of Credit for the account of, the Borrower under the Credit

Agreement that each Guarantor shall have executed and delivered this Guaranty;

and

 

                  WHEREAS, each Guarantor will obtain benefits from the

incurrence of Loans to, and the issuance of Letters of Credit for the account

of, the Borrower under the Credit Agreement and the entering into by the

Borrower of Interest Rate Protection Agreements or Other Hedging Agreements and,

accordingly, desires to execute this Guaranty in order to satisfy the conditions

described in the preceding paragraph;

 

                  NOW, THEREFORE, in consideration of the foregoing and other

benefits accruing to each Guarantor, the receipt and sufficiency of which are

hereby acknowledged, each

 

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                  Guarantor hereby makes the following representations and

warranties to the Secured Creditors and hereby covenants and agrees with each

Secured Creditor as follows:

 

                  1.        Each Guarantor, jointly and severally, irrevocably,

absolutely and unconditionally guarantees: (i) to the Lender Creditors the full

and prompt payment when due (whether at the stated maturity, by acceleration or

otherwise) of (x) the principal of, premium, if any, and interest on the Notes

issued by, and the Loans made to, the Borrower under the Credit Agreement, and

all reimbursement obligations and Unpaid Drawings with respect to Letters of

Credit issued under the Credit Agreement and (y) all other obligations

(including obligations which, but for the automatic stay under Section 362(a) of

the Bankruptcy Code, would become due), liabilities and indebtedness owing by

the Borrower to the Lender Creditors under the Credit Agreement and any other

Credit Document to which the Borrower is a party (including, without limitation,

indemnities, Fees and interest thereon), whether now existing or hereafter

incurred under, arising out of or in connection with the Credit Agreement and

any such other Credit Document and the due performance and compliance by the

Borrower with all of the terms, conditions and agreements contained in all such

Credit Documents (all such principal, premium, interest, liabilities,

indebtedness and obligations being herein collectively called the "Credit

Document Obligations"); and (ii) to each Other Creditor the full and prompt

payment when due (whether at the stated maturity, by acceleration or otherwise)

of all obligations (including obligations which, but for the automatic stay

under Section 362(a) of the Bankruptcy Code, would become due), liabilities and

indebtedness owing by the Borrower under any Interest Rate Protection Agreement

and Other Hedging Agreement, whether now in existence or hereafter arising, and

the due performance and compliance by the Borrower with all of the terms,

conditions and agreements contained in the Interest Rate Protection Agreements

and Other Hedging Agreements (all such obligations, liabilities and indebtedness

being herein collectively called the "Other Obligations," and together with the

Credit Document Obligations, the "Guaranteed Obligations"). Each Guarantor

understands, agrees and confirms that the Secured Creditors may enforce this

Guaranty up to the full amount of the Guaranteed Obligations against such

Guarantor without proceeding against any other Guarantor, the Borrower, against

any security for the Guaranteed Obligations, or under any other guaranty

covering all or a portion of the Guaranteed Obligations.

 

                  2.        Additionally, each Guarantor, jointly and severally,

unconditionally, absolutely and irrevocably, guarantees the payment of any and

all Guaranteed Obligations whether or not due or payable by the Borrower upon

the occurrence in respect of the Borrower of any of the events specified in

Section 11.1(e) of the Credit Agreement, and unconditionally and irrevocably,

jointly and severally, promises to pay such Guaranteed Obligations to the

Secured Creditors, or order, on demand, in legal tender of the United States.

This Guaranty shall constitute a guaranty of payment, and not of collection.

 

                   3.        The liability of each Guarantor hereunder is primary,

absolute and unconditional and is exclusive and independent of any security for

or other guaranty of the indebtedness of the Borrower whether executed by such

Guarantor, any other

 

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Guarantor, any other guarantor or by any other party, and the liability of each

Guarantor hereunder shall not be affected or impaired by any circumstance or

occurrence whatsoever, including, without limitation: (a) any direction as to

application of payment by the Borrower or by any other party, (b) any other

continuing or other guaranty, undertaking or maximum liability of a guarantor or

of any other party as to the Guaranteed Obligations, (c) any payment on or in

reduction of any such other guaranty or undertaking, (d) any dissolution,

termination or increase, decrease or change in personnel by the Borrower, (e)

any payment made to any Secured Creditor on the indebtedness which any Secured

Creditor repays the Borrower pursuant to court order in any bankruptcy,

reorganization, arrangement, moratorium or other debtor relief proceeding, and

each Guarantor waives any right to the deferral or modification of its

obligations hereunder by reason of any such proceeding, (f) any action or

inaction by the Secured Creditors as contemplated in Section 6 hereof or (g) any

invalidity, irregularity or unenforceability of all or any part of the

Guaranteed Obligations or of any security therefor.

 

                  4.        The obligations of each Guarantor hereunder are

independent of the obligations of any other Guarantor, any other guarantor or

the Borrower, and a separate action or actions may be brought and prosecuted

against each Guarantor whether or not action is brought against any other

Guarantor, any other guarantor or the Borrower and whether or not any other

Guarantor, any other guarantor or the Borrower be joined in any such action or

actions. Each Guarantor waives, to the fullest extent permitted by law, the

benefits of any statute of limitations affecting its liability hereunder or the

enforcement thereof. Any payment by the Borrower or other circumstance which

operates to toll any statute of limitations as to the Borrower shall operate to

toll the statute of limitations as to each Guarantor.

 

                  5.        Each Guarantor hereby waives notice of acceptance of

this Guaranty and notice of any liability to which it may apply, and waives

promptness, diligence, presentment, demand of payment, protest, notice of

dishonor or nonpayment of any such liabilities, suit or taking of other action

by the Administrative Agent or any other Secured Creditor against, and any other

notice to, any party liable thereon (including such Guarantor, any other

Guarantor, any other guarantor or the Borrower)

 

                  6.        Any Secured Creditor may at any time and from time to

time without the consent of, or notice to, any Guarantor, without incurring

responsibility to such Guarantor, without impairing or releasing the obligations

of such Guarantor hereunder, upon or without any terms or conditions and in

whole or in part:

 

                  (a)       change the manner, place or terms of payment of,

         and/or change, increase or extend the time of payment of, renew or

          alter, any of the Guaranteed Obligations (including any increase or

         decrease in the rate of interest thereon), any security therefor, or

         any liability incurred directly or indirectly in respect thereof, and

         the guaranty herein made shall apply to the Guaranteed Obligations as

         so changed, extended, renewed or altered;

 

                  (b)       take and hold security for the payment of the

         Guaranteed Obligations and sell, exchange, release, surrender, impair,

         realize upon or

 

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         otherwise deal with in any manner and in any order any property by

         whomsoever at any time pledged or mortgaged to secure, or howsoever

         securing, the Guaranteed Obligations or any liabilities (including any

         of those hereunder) incurred directly or indirectly in respect thereof

         or hereof, and/or any offset thereagainst;

 

                  (c)       exercise or refrain from exercising any rights

         against the Borrower, any other Credit Party, any Subsidiary thereof or

         otherwise act or refrain from acting;

 

                  (d)       release or substitute any one or more endorsers,

         Guarantors, other guarantors, the Borrower or other obligors;

 

                  (e)       settle or compromise any of the Guaranteed

         Obligations, any security therefor or any liability (including any of

         those hereunder) incurred directly or indirectly in respect thereof or

          hereof, and may subordinate the payment of all or any part thereof to

         the payment of any liability (whether due or not) of the Borrower to

         creditors of the Borrower other than the Secured Creditors;

 

                  (f)       apply any sums by whomsoever paid or howsoever

         realized to any liability or liabilities of the Borrower to the Secured

         Creditors regardless of what liabilities of the Borrower remain unpaid;

 

                  (g)       consent to or waive any breach of, or any act,

         omission or default under, any of the Interest Rate Protection

         Agreements or Other Hedging Agreements, the Credit Documents or any of

         the instruments or agreements referred to therein, or otherwise amend,

         modify or supplement any of the Interest Rate Protection Agreements or

         Other Hedging Agreements, the Credit Documents or any of such other

         instruments or agreements;

 

                  (h)       act or fail to act in any manner referred to in this

         Guaranty which may deprive such Guarantor of its right to subrogation

         against the Borrower to recover full indemnity for any payments made

         pursuant to this Guaranty; and/or

 

                  (i)       take any other action which would, under otherwise

         applicable principles of common law, give rise to a legal or equitable

         discharge of such Guarantor from its liabilities under this Guaranty.

 

                  7.        This Guaranty is a continuing one and all liabilities

to which it applies or may apply under the terms hereof shall be conclusively

presumed to have been created in reliance hereon. No failure or delay on the

part of any Secured Creditor in exercising any right, power or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial

exercise of any right, power or privilege hereunder preclude any other or

further exercise thereof or the exercise of any other right, power or privilege.

The rights and remedies herein expressly specified are cumulative and not

exclusive of any rights or remedies which any Secured Creditor would otherwise

have. No notice to or demand on any Guarantor in any case shall entitle such

Guarantor to any other further

 

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notice or demand in similar or other circumstances or constitute a waiver of the

rights of any Secured Creditor to any other or further action in any

circumstances without notice or demand. It is not necessary for any Secured

Creditor to inquire into the capacity or powers of the Borrower or the officers,

directors, partners or agents acting or purporting to act on its behalf, and any

indebtedness made or created in reliance upon the professed exercise of such

powers shall be guaranteed hereunder.

 

                  8.        Any indebtedness of the Borrower now or hereafter

held by any Guarantor is hereby subordinated to the indebtedness of the Borrower

to the Secured Creditors, and such indebtedness of the Borrower to any

Guarantor, if the Administrative Agent or the Collateral Agent, after the

occurrence and during the continuance of an Event of Default, so requests, shall

be collected, enforced and received by such Guarantor as trustee for the Secured

Creditors and be paid over to the Secured Creditors on account of the

indebtedness of the Borrower to the Secured Creditors, but without affecting or

impairing in any manner the liability of such Guarantor under the other

provisions of this Guaranty. Without limiting the generality of the foregoing,

each Guarantor hereby agrees with the Secured Creditors that it will not

exercise any right of subrogation which it may at any time otherwise have as a

result of this Guaranty (whether contractual, under Section 509 of the

Bankruptcy Code or otherwise) until all Guaranteed Obligations have been

irrevocably paid in full in cash.

 

                  9.        (a)       Each Guarantor waives any right (except as

         shall be required by applicable law and cannot be waived) to require

          the Secured Creditors to: (i) proceed against the Borrower, any other

         Guarantor, any other guarantor of the Guaranteed Obligations or any

         other party; (ii) proceed against or exhaust any security held from the

         Borrower, any other Guarantor, any other guarantor of the Guaranteed

         Obligations or any other party; or (iii) pursue any other remedy in the

         Secured Creditors' power whatsoever. Each Guarantor waives any defense

         based on or arising out of any defense of the Borrower, any other

         Guarantor, any other guarantor of the Guaranteed Obligations or any

         other party other than payment in full of the Guaranteed Obligations,

         including, without limitation, any defense based on or arising out of

         the disability of the Borrower, any other Guarantor, any other

         guarantor of the Guaranteed Obligations or any other party, or the

         unenforceability of the Guaranteed Obligations or any part thereof from

         any cause, or the cessation from any cause of the liability of the

         Borrower other than payment in full of the Guaranteed Obligations. The

         Secured Creditors may, at their election, foreclose on any security

         held by the Administrative Agent, the Collateral Agent or the other

         Secured Creditors by one or more judicial or nonjudicial sales, whether

         or not every aspect of any such sale is commercially reasonable, or

         exercise any other right or remedy the Secured Creditors may have

         against the Borrower or any other party, or any security, without

         affecting or impairing in any way the liability of any Guarantor

         hereunder except to the extent the Guaranteed Obligations have been

         paid in full in cash. Each Guarantor waives any defense arising out of

         any such election by the Secured Creditors, even though such election

         operates to impair or extinguish any right of reimbursement or

         subrogation or other right or remedy of such Guarantor against the

         Borrower or any other party or any security.

 

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                  (b)       Each Guarantor waives all presentments, demands for

         performance, protests and notices, including, without limitation,

         notices of nonperformance, notices of protest, notices of dishonor,

         notices of acceptance of this Guaranty, and notices of the existence,

         creatio