SHARE AND PUBLICATION RIGHTS PURCHASE AGREEMENT

Exhibit 10.25

SHARE AND PUBLICATION RIGHTS PURCHASE AGREEMENT

dated as of

February 28, 2006

by and between

PRTC DIRECTORIES, INC.

PUERTO RICO TELEPHONE COMPANY, INC.

and

CII ACQUISITION CORP.

SHARE AND PUBLICATION RIGHTS PURCHASE AGREEMENT

     This Share and Publication Rights Purchase Agreement is entered into as of February 28, 2006, by and among PRTC Directories, Inc., a Puerto Rico corporation (“ PRTCD ”), Puerto Rico Telephone Company, Inc., a Puerto Rico corporation (“ PRTC ”; each of PRTCD and PRTC, a “ Seller ”), and CII Acquisition Corp., a Puerto Rico corporation (“ Buyer ”; and, together with Sellers, the “ Parties ”).

R E C I T A L S

     WHEREAS, PRTCD owns 40% of the issued and outstanding common shares in the capital of Caribe Information Investments Incorporated, a Puerto Rico corporation (the “ Company ”);

     WHEREAS, PRTCD desires to sell, and Buyer desires to purchase, all of the shares in the Company owned by PRTCD, for the consideration and on the terms and conditions described herein;

     WHEREAS, PRTC is a party to the Amendment and Restatement of Directory Publishing Agreement dated April 21, 1999 (the “ Publishing Agreement ”) between PRTC and Axesa Informacion Incorporado y Compañia S. en C. (now known as Verizon Information Services – Puerto Rico Inc., S. en C. and referred to herein as “ VIS-PR ”), a partnership in which the Company is a partner;

     WHEREAS, in connection with Buyer’s purchase of PRTCD’s shares in the Company, the Publishing Agreement will be amended and restated in its entirety, and Buyer desires to purchase, and PRTC desires to sell, certain rights of PRTC to receive payments pursuant to the Publishing Agreement as so amended and restated, for the consideration and on the terms and conditions described herein; and

     WHEREAS, Verizon International Holdings Inc., a Delaware corporation (“ VIHI ”), GTE Holdings (Puerto Rico) LLC, a Delaware limited liability company (“ GTEPR ”), and Buyer are entering into that certain Share Purchase Agreement of even date herewith (the “ Verizon Share Purchase Agreement ”) with respect to the purchase by Buyer of, among other things, all of GTEPR’s interest in the Company.

A G R E E M E N T

     In consideration of the mutual promises contained herein and intending to be legally bound, the Parties agree as follows:

ARTICLE I
DEFINITIONS

      1.1 Definitions . For all purposes of this Agreement and the Exhibits and Disclosure Schedules delivered pursuant to this Agreement, and except as otherwise expressly provided, the following definitions shall apply:

     “ Action ” means any action, complaint, petition, arbitration, investigation, suit or other proceeding before any Governmental Entity.

     “ Affiliate ” means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified Person. For the purposes of this definition, “control” means the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by Contract or otherwise.

     “ Agreement ” means this Agreement, as amended or supplemented, together with all Exhibits and Disclosure Schedules attached hereto or expressly incorporated herein by reference.

     “ Amended Publishing Agreement ” shall mean the Second Amendment and Restatement of Publishing Agreement in the form attached hereto as Exhibit B, to be entered into as of the Closing between PRTC and VIS-PR.

     “ Applicable Competition Law ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (United States of America).

     “ Approval ” means any approval, authorization, consent, qualification or registration, or any extension, modification, amendment or waiver of any of the foregoing, required to be obtained from, or any notice, statement or other communication required to be filed with or delivered to, any Governmental Entity.

     “ Assignment ” means the Revenue Share Assignment and Assumption Agreement in the form attached hereto as Exhibit A, to be entered into as of the Closing between Buyer and PRTC.

     “ Bankruptcy Law ” means bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors’ rights generally.

     “ Billing and Collection Agreement ” means the Billing and Collection Agreement in the form attached hereto as Exhibit C, to be entered into as of the Closing between PRTC and VIS-PR.

     “ Business ” means, solely for the purposes of this Agreement, the business of (i) publishing and providing telephone directory products and services primarily in Puerto Rico consisting principally of searchable (e.g., by alphabet letter or category) multiple telephone listings and classified advertisements primarily of persons located in Puerto Rico, that are directed by the Company or Company Subsidiaries to end users primarily in Puerto Rico in tangible media (e.g., paper directories, CD-ROM) or electronic media (e.g., Internet), (ii) the Infovoz service, (iii) producing the following specialty publication products: (A) the “Business Register” business-to-business directory, (B) tourist guides for Puerto Rico presently published by the Company and the Company Subsidiaries, (C) the “Guia Movil” tourist guide directories, (D) community directories for high-value shoppers in Puerto Rico presently published by the Company and the Company Subsidiaries and (E) directories for membership organizations and specialized industries, and (iv) ancillary directories or publishing products in tangible media presently published by the Company or Company Subsidiaries.

     “ Business Day ” means a day (excluding Saturday and Sunday) on which banks generally

are open for the transaction of business in New York, New York.

     “ Buyer ” has the meaning set forth in the Preamble hereto.

     “ Caribe Shareholders Agreement ” means the Shareholders Agreement dated April 21, 1999, among GTEPR, PRTCD and the Company.

     “ Closing ” has the meaning set forth in Section 2.3(a) .

     “ Closing Date ” has the meaning set forth in Section 2.3(b) .

     “ Commercial Agreements ” means the Amended Publishing Agreement, the Billing and Collection Agreement, the List License Agreement and the PRTC Trademark License Agreement.

     “ Commitment Letters ” has the meaning set forth in Section 3.2(f) .

     “ Company ” has the meaning set forth in the Recitals hereto.

     “ Company Subsidiary ” means any of VISPRI and VIS-PR.

     “ Contract ” means any binding written or oral agreement, arrangement, purchase and sale order, note, bond, mortgage, commitment, franchise, indemnity, indenture or lease.

     “ Disclosure Schedules ” means the Disclosure Schedules dated the date of this Agreement and delivered contemporaneously herewith or on or before the Closing Date relating to this Agreement, as they may be amended from time to time in accordance with the terms of this Agreement.

     “ Governmental Entity ” means any government or any agency, bureau, board, commission, court, department, official, tribunal or other instrumentality of any government, whether federal, state, commonwealth, provincial, territorial or local, domestic or foreign, that has, in each case, jurisdiction over the matter in question.

     “ GTEPR ” has the meaning set forth in the Recitals hereto.

     “ GTEPR Shares ” means all of the issued and outstanding shares in the capital stock of the Company owned by GTEPR.

     “ Guaranteed Contract ” means any Contract, agreement or commitment of the Company or any Company Subsidiary as to which Verizon or any Affiliate of Verizon (other than the Company or any Company Subsidiary) (i) may be held liable for any breach or nonperformance by the Company or any Company Subsidiary or (ii) has provided any collateral security, performance guaranty, letter of credit or other form of security for performance by the Company or Company Subsidiary.

     “ Indemnifiable Claim ” means any claim of an Indemnifiable Loss for or against which any party is entitled to indemnification under this Agreement.

     “ Indemnifiable Loss ” means any cost, damage, disbursement, expense, liability, loss, deficiency, penalty or settlement, including reasonable legal, accounting and other professional fees and expenses and amounts paid in settlement, that are actually imposed on or otherwise actually incurred or suffered by the specified Person.

     “ Indemnified Party ” means the party entitled to indemnification hereunder.

     “ Indemnifying Party ” means the party obligated to provide indemnification hereunder.

     “ Law ” means any applicable constitutional provision, statute, law, regulation or Order.

     “ Lien ” means any claim, indenture, easement, covenant, option, lien, pledge, charge, mortgage, hypothecation, deed of trust, security interest or other encumbrance (whether on voting, sale, transfer, disposition or otherwise), except for any restrictions on transfer generally arising under any applicable Securities Law.

     “ List License Agreement ” means the List License Agreement in the form attached hereto as Exhibit D, to be entered into as of the Closing between PRTC and VIS-PR.

     “ Order ” means any binding and enforceable decree, award, injunction, judgment, order, ruling, assessment or writ issued by a Governmental Entity.

     “ Parties ” has the meaning set forth in the Preamble hereto.

     “ Person ” means an association, a corporation, an individual, a partnership, a limited liability company, an unlimited liability company, a limited liability partnership, a trust or any other entity or organization.

     “ Pre-Closing Covenants ” has the meaning set forth in Section 10.4 .

     “ PRTC ” has the meaning set forth in the Preamble hereto.

     “ PRTCD ” has the meaning set forth in the Preamble hereto.

     “ PRTC Trademark License Agreement ” means the Trademark License Agreement to be entered into at Closing between PRTC and VIS-PR.

     “ Publication Rights ” means the entitlement to receive, and all economic interest in, the Revenue Share Participant’s share of Directory Advertising Revenues, as shall be provided in Section 9.1 of the Amended Publishing Agreement, for the period beginning with the month in which the Closing Date occurs (prorated based on the number of days in such month following the Closing Date), together with all other rights of the Revenue Share Participant under the Amended Publishing Agreement and the Billing and Collection Agreement.

     “ Publication Rights Purchase Price ” has the meaning set forth in Section 2.2(b) .

     “ Publishing Agreement ” has the meaning set forth in the Recitals hereto.

     “ Revenue Share Obligations ” means PRTC’s obligations to comply with certain

restrictions and to perform certain obligations solely in its capacity as Revenue Share Participant pursuant to the terms and conditions set forth in the Amended Publishing Agreement and the Billing and Collection Agreement.

     “ Securities Commissions ” means the applicable securities commission or securities regulatory authority in the United States of America (including Puerto Rico).

     “ Securities Laws ” means the applicable securities laws of the United States of America and Puerto Rico, and the respective regulations and rules made thereunder together with all applicable policy statements, blanket orders and rulings of the Securities Commissions.

     “ Seller ” has the meaning set forth in the Preamble hereto.

     “ Settlement Requirements ” has the meaning set forth in Section 10.3(e).

     “ Shares ” means all the issued and outstanding shares in the capital of the Company owned by PRTCD.

     “ Shares Purchase Price ” has the meaning set forth in Section 2.1(b) .

     “ Subsidiary ” means, with respect to any Person, any Person in which such Person has a direct or indirect equity or ownership interest in excess of 50%.

     “ Tax ” or “ Taxes ” includes (i) any and all taxes, duties, fees, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Entity, together with any and all interest, penalties, surcharges, fines, additions to tax or other additional amounts imposed in respect thereof, including those levied on, or measured by, or referred to as income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, ad valorem, use, value-added, excise, stamp, withholding, business, franchising, property (both real and personal), payroll, employee withholding, employment, occupation, health, social service, environmental, alternative, add-on, minimum, education, and social security taxes, all surtaxes, all customs duties and import and export taxes, all license, franchise and registration fees and taxes, all unemployment or employment insurance, workers’ compensation, health insurance, and government pension plan premiums, and other obligations of the same or of a similar nature of any of the foregoing and (ii) any liability for amounts described in clause (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law).

     “ Tax Returns ” means all returns, reports, forms, declarations, schedules and information statements (including amendments thereto) required to be filed with any Governmental Entity relating to Taxes.

     “ Taxing Authority ” means any domestic or foreign government, whether federal, provincial, state, commonwealth, territorial, local, regional, municipal or other political jurisdiction, and any agency, court, tribunal, board, commission, bureau, or other instrumentality, insofar as it exercises a legislative, judicial, regulatory or administrative power or function of or pertaining to government.

     “ U.S. Securities Act ” means the Securities Act of 1933, as amended.

     “ Verizon ” means Verizon Communications Inc.

     “ Verizon Share Purchase Agreement ” has the meaning set forth in the Recitals hereto. “VIHI” has the meaning set forth in the Recitals hereto.

     “ VIS-PR ” means Verizon Information Services – Puerto Rico Inc., S. en C., a Puerto Rico limited partnership.

     “ VIS-PR Partnership Agreement ” means the Amended and Restated Deed of Mercantile Limited Partnership dated May 31, 2001, among VISPRI, the Company and World.

     “ VISPRI ” means Verizon Information Services – Puerto Rico, Inc., a Puerto Rico corporation.

     “ VISPRI Shareholders Agreement ” means the Shareholders Agreement dated as of April 21, 1999, among the Company and World.

     “ World ” means World Directories, Inc., formerly known as VNU World Directories, Inc .

ARTICLE II
PURCHASE AND SALE; CLOSING

           2.1 Purchase and Sale of Shares .

          (a) Upon the terms and subject to the conditions hereinafter set forth, PRTCD agrees to sell all the Shares, free and clear of all Liens (except for those Liens set forth in the Caribe Shareholders Agreement, the VIS-PR Partnership Agreement and the VISPRI Shareholders Agreement), and to deliver the certificates evidencing the Shares, to Buyer, and Buyer agrees to purchase the Shares from PRTCD, for the consideration hereinafter set forth.

          (b) Subject to the terms and conditions of this Agreement, the purchase price for the Shares shall be an amount equal to U.S.$23,000,000 (the “ Shares Purchase Price ”), such Shares Purchase Price to be payable without any withholding or deduction for Taxes (except as otherwise provided for in Section 11.17). Any payments under this Section 2.1(b) made on the Closing Date shall be made by wire transfer of immediately available funds in United States Dollars on the Closing Date to an account or accounts designated by PRTCD to Buyer at least one Business Day prior to the Closing Date.

           2.2 Purchase and Sale of Publication Rights .

          (a) Upon the terms and subject to the conditions hereinafter set forth, PRTC agrees to sell, assign, transfer, convey and deliver to Buyer, free and clear of any and all Liens, and Buyer agrees to purchase from PRTC, all of the Publication Rights for the consideration hereinafter set forth.

          (b) Subject to the terms and conditions of this Agreement, the purchase price for the Publication Rights shall be an amount equal to U.S.$167,000,000 (the “ Publication Rights Purchase Price ”), such Publication Rights Purchase Price to be payable without any

withholding or deduction for Taxes (except as otherwise provided for in Section 11.17). In addition to payment of the Publication Rights Purchase Price, Buyer shall assume the Revenue Share Obligations. Any payments under this Section 2.2(b) made on the Closing Date shall be made by wire transfer of immediately available funds in United States Dollars on the Closing Date to an account or accounts designated by PRTC to Buyer at least one Business Day prior to the Closing Date.

           2.3 The Closing .

          (a) Unless this Agreement shall have been terminated pursuant to ARTICLE IX, the transactions contemplated by this Agreement shall take place at a closing (the “ Closing ”) to be held at the offices of O’Melveny & Myers LLP, Times Square Tower, 7 Times Square, New York, NY 10036, or at such other location as may be agreed upon in writing by Sellers and Buyer.

          (b) The Closing shall take place at 10:00 a.m. on (i) the third Business Day following the satisfaction or waiver of the conditions to the transactions contemplated by this Agreement contained in ARTICLE VII (other than conditions which, by their nature, are to be satisfied on the Closing Date), or (ii) such later date as requested by Buyer, provided that such date shall not be later than March 31, 2006, or (iii) on such other date as may be agreed upon in writing by Buyer and Sellers (the date on which the Closing occurs is herein referred to as the “ Closing Date ”).

          (c) All proceedings to be taken and all documents to be executed and delivered by all Parties at the Closing pursuant to this Agreement and the Verizon Share Purchase Agreement shall be taken and executed simultaneously, and no proceedings shall be taken nor any documents executed or delivered until all have been taken, executed and delivered. The Parties hereby agree and acknowledge that none of the Shares, the GTEPR Shares or the VIS-DR Shares (as defined in the Verizon Share Purchase Agreement) shall be released to Buyer or any of its assignees, nor shall the Publication Rights be assigned to Buyer or any of its assignees, until Sellers have confirmed, to their reasonable satisfaction, that (i) the Shares Purchase Price has been received by PRTCD, (ii) the Publication Rights Purchase Price has been received by PRTC, and (iii) the cash payments for the Purchase Price (as defined in the Verizon Share Purchase Agreement) for the GTEPR Shares and the VIS-DR Shares pursuant to the Verizon Share Purchase Agreement have been received by GTEPR and VIHI.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

           3.1 Representations and Warranties of Sellers . Except as otherwise indicated on the Disclosure Schedules hereto, Sellers, jointly and severally, represent and warrant as of the date hereof and as of the Closing Date as follows:

          (a) Organization and Related Matters; Shares; Publication Rights .

                (1) Each Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. Each Seller has all

necessary corporate power and authority to execute, deliver and perform this Agreement, the Assignment and the Commercial Agreements to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder, as applicable.

                (2) PRTCD owns, beneficially and of record, 400 shares of voting common stock of the Company, free and clear of any Lien other than as provided for in the Caribe Shareholders Agreement, the VIS-PR Partnership Agreement and the VISPRI Shareholders Agreement. Except as contemplated hereby, there are no outstanding Contracts of PRTCD to repurchase, redeem or otherwise acquire, or affecting the voting rights of, or requiring the registration for sale of, any Shares. All of the Shares are duly authorized, validly issued and outstanding and are fully paid and nonassessable. Other than the preemptive rights provided for in the Caribe Shareholders Agreement, there are no preemptive rights in respect of the Shares.

                (3) PRTC owns all of the Publication Rights, free and clear of any Lien.

          (b) Authorization; No Conflicts . The execution, delivery and performance by each Seller of this Agreement, and by PRTC of the Assignment and the Commercial Agreements, and the consummation of the transactions contemplated hereby and thereby, as applicable, have been duly and validly authorized by all necessary corporate action on the part of such Seller. This Agreement has been duly executed and delivered by each Seller. This Agreement constitutes, and the Assignment and the Commercial Agreements upon execution and delivery will constitute, a legally valid and binding obligation of each Seller party thereto enforceable against such Seller in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and equitable principles relating to or limiting creditors’ rights generally. Except for any Approvals required under Applicable Competition Law, the execution, delivery and performance by each Seller of this Agreement, and by PRTC of the Assignment and the Commercial Agreements, and the consummation of the transactions contemplated hereby and thereby, as applicable, will not (i) violate, conflict with, constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) of, or require the consent of any other Person under, the certificate of incorporation or other charter or organizational documents or by-laws of such Seller or any material Contract to which such Seller is a party, (ii) result in the imposition of any Lien against any material assets or properties of such Seller, (iii) violate any material Law, or (iv) require any material Approvals to be obtained.

          (c) Actions . There is no Order or Action pending or, to the knowledge of each Seller, threatened against such Seller or any of its Affiliates, that questions the validity of this Agreement, the Assignment or the Commercial Agreements or any action taken or to be taken by each Seller in connection herewith or therewith, or which seeks to enjoin or materially delay or impair the ability of each Seller to effect the consummation of the transactions contemplated herein or therein.

          (d) Compliance with Law . Each Seller is operating its businesses in compliance with all applicable Laws, except for violations of applicable Laws which (i) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on

the business, operations, assets or financial condition of such Seller or (ii) could not reasonably be expected to have a material adverse effect on such Seller’s ability to perform this Agreement, the Assignment or the Commercial Agreements, as applicable.

          (e) No Brokers or Finders . Except for the fees and commissions payable to Standard & Poor’s Corporate Value Consulting, which will be the sole responsibility of Sellers, no agent, broker, finder, or investment or commercial banker, or other Person or firm engaged by or acting on behalf of either Seller or any of its Affiliates in connection with the negotiation, execution or performance of this Agreement, the Assignment, the Commercial Agreements or the transactions contemplated by this Agreement, the Assignment or the Commercial Agreements is or will be entitled to any broker’s or finder’s or similar fee or other commission arising in connection with this Agreement, the Assignment, the Commercial Agreements or such transactions.

           3.2 Representations and Warranties of Buyer . Buyer represents and warrants as of the date hereof and as of the Closing Date as follows:

          (a) Organization and Related Matters . Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. Buyer has the necessary corporate power and authority to execute, deliver and perform this Agreement and the Assignment. Buyer has all necessary corporate power and authority to carry on its business as now being conducted.

          (b) Authorization; No Conflicts . The execution, delivery and performance of this Agreement and the Assignment and the consummation of the transactions contemplated hereby and thereby by Buyer have been duly and validly authorized by the Board of Directors of Buyer and by all other necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer. This Agreement constitutes, and the Assignment upon execution and delivery will constitute, a legally valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and equitable principles relating to or limiting creditors’ rights generally. Except for any Approvals required under the Applicable Competition Law, the execution, delivery and performance of this Agreement and the Assignment by Buyer, will not (i) violate, conflict with, constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) of, or require the consent of any other Person under the charter documents or by-laws of Buyer or any material contract to which Buyer is a party, (ii) result in the imposition of any Lien against any material assets or properties of Buyer, (iii) violate any material Law, or (iv) require any material Approvals to be obtained.

          (c) Actions . There is no Order or Action pending or, to the knowledge of Buyer, threatened against or affecting Buyer that individually or when aggregated with one or more other Orders or Actions has or could reasonably be expected to have a material adverse effect on Buyer’s ability to perform this Agreement.

          (d) Compliance with Law . Buyer is operating its businesses in compliance with all applicable Laws, except for violations of applicable Laws which (i) would not,

individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, operations, assets or financial condition of Buyer or (ii) could not reasonably be expected to have a material adverse effect on Buyer’s ability to perform this Agreement or the Assignment.

          (e) No Brokers or Finders . No agent, broker, finder or investment or commercial banker, or other Person or firms engaged by or acting on behalf of Buyer or its Affiliates in connection with the negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement, is or will be entitled to any broker’s or finder’s or similar fees or other commissions arising in connection with this Agreement or the transactions contemplated herein.

          (f) Availability of Funds . Pursuant to that certain (i) equity commitment letter from Welsh Carson Anderson & Stowe X, L.P., dated as of the date hereof, and which is in full force and effect, pursuant to which such entity has agreed, subject to the terms and conditions set forth therein, to make or cause to be made equity investments directly or indirectly in Buyer in an aggregate amount of no less than U.S.$227,500,000 and (ii) mezzanine financing commitment letter from WCAS Capital Partners IV, L.P., dated as of the date hereof, and which is in full force and effect, pursuant to which such entity has agreed, subject to the terms and conditions set forth therein, to make or cause to be made mezzanine financing investments directly or indirectly in Buyer in an aggregate amount of no less than U.S.$45,000,000 (such letters referred to in clauses (i) and (ii), the “ Commitment Letters ”), Buyer will at the Closing have immediately available funds in cash, which are sufficient to pay the aggregate purchase price pursuant to this Agreement and the Verizon Share Purchase Agreement, to provide the Operating Companies (as defined in the Verizon Share Purchase Agreement) with sufficient working capital and to pay any other amounts payable pursuant to this Agreement and the Verizon Share Purchase Agreement and to consummate the transactions contemplated hereby and thereby.

          (g) Investment Representation . Buyer is aware that the Shares are not registered under the U.S. Securities Act or qualified for distribution or re-sale to the public under any Securities Laws. Buyer is an “accredited investor” as defined under the U.S. Securities Act and possesses such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investments hereunder. Buyer is acquiring the Shares from PRTCD for its own account as principal, for investment purposes only and not with a view to the distribution thereof. Buyer agrees that the Shares will not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without compliance in full with all applicable Securities Laws.

ARTICLE IV
COVENANTS WITH RESPECT TO THE PERIOD PRIOR TO CLOSING

           4.1 Efforts; No Inconsistent Action .

          (a) Subject to the terms and conditions hereof, Buyer and Sellers shall cooperate and use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make

effective the transactions contemplated by this Agreement and to cause the conditions to each other’s obligation to close the transactions contemplated hereby as set forth in ARTICLE VII to be satisfied. In addition, each of Buyer and Sellers will be given notice of and a reasonable opportunity to participate in contacts with any Governmental Entity regarding notices and applications under Applicable Competition Law. Buyer and Sellers shall cooperate with each other to the extent reasonable in connection with the foregoing.

          (b) In furtherance and not in limitation of the foregoing, Buyer and Sellers have prior to the date hereof made the requisite filing under the Applicable Competition Law and shall use their commercially reasonable efforts to file similar applications with any other applicable Governmental Entity whose Approval is required in connection with the consummation of the transactions contemplated by this Agreement as promptly as practicable following the date hereof. Promptly after the execution of this Agreement, Buyer shall reimburse Seller or Seller’s applicable Affiliate for the portion of the filing fee paid by Seller or such Affiliate with respect to the filing made under the Applicable Competition Law, and Buyer shall pay any and all application or filing fees with respect to any and all applications or filings under similar applications and filings. Buyer and Sellers shall cooperate and use their respective commercially reasonable efforts to obtain any Approvals required for the Closing (including through compliance with the Applicable Competition Law), to respond to any requests for information from a Governmental Entity, and to contest and resist any Action and to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement; provided, that neither Buyer nor Sellers nor their respective Affiliates shall be required to make any material concessions in connection therewith. Buyer agrees to use its commercially reasonable efforts to promptly secure clearance under the Applicable Competition Law with respect to the transactions contemplated hereby, including agreeing to such non-material amendments of this Agreement, in each case as may be requested by the relevant Government Entities (according to the time periods requested by such Government Entities) in order to facilitate such approval process. To the extent permitted by applicable Law, Buyer and Sellers shall provide the other the opportunity to make copies of all material correspondence, filings or communications (or memoranda setting forth the substance thereof) between such party or its representatives, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the transactions contemplated by this Agreement, except for documents filed or communications or information which reveal Sellers’ or Buyer’s negotiating objectives or strategies or purchase price expectations.

          (c) Buyer and Sellers shall notify and keep each other advised as to (i) any material communication from any Governmental Entity regarding any of the transactions contemplated hereby and (ii) any Action pending and known to such Party or, to its knowledge, threatened, which challenges the transactions contemplated hereby. Buyer and Sellers shall not take any action inconsistent with their obligations under this Agreement that would materially hinder or delay the consummation of the transactions contemplated by this Agreement.

          (d) Prior to the Closing, the Parties shall use commercially reasonable efforts to obtain (and cooperate with the other Party hereto in obtaining) all consents, permits, authorizations, approvals of, and exemptions by, any third party necessary for the consummation of the transactions contemplated by this Agreement, the Commercial Agreements and the

Assignment (the “ Third Party Consents ”); provided, however, that Sellers shall have no obligation to give any guarantee or other consideration of any nature in connection with the receipt of any consent, permit, approval, authorization or exemption. If any of such Third Party Consents have not been obtained prior to the Closing, Sellers and Buyer shall use commercially reasonable efforts thereafter to obtain such Third Party Consents for a period of 120 days following the Closing.

          (e) All documents required to be filed by any of the Parties or any of their respective Subsidiaries with any Governmental Entity in connection with this Agreement or the transactions contemplated by this Agreement will comply in all material respects with the provisions of applicable Law.

          (f) Prior to the Closing, PRTC shall cooperate with Buyer, at Buyer’s expense, and use its commercially reasonable efforts to obtain a ruling from the Puerto Rico Treasury Department to the effect that the Publication Rights Purchase Price to be paid by Buyer to PRTC in exchange for the assignment of the Publication Rights is deductible for Puerto Rico income tax purposes ratably over a period of fifteen (15) years; provided, however, that PRTC shall have no obligation to (i) give any guaranty, make any settlement, or give any consideration of any kind or (ii) ascribe any value to the Publication Rights other than the value that PRTC has ascribed thereto for purposes of allocating the consideration to be received by PRTC in respect of the Publication Rights, and provided further, that Sellers and the Company shall not be responsible or in any way liable for any adverse ruling from or failure to obtain a ruling from the Puerto Rico Treasury Department.

           4.2 Commercial Agreements and Assignment . On the Closing Date, PRTC shall enter into the Assignment, the Amended Publishing Agreement, the Billing and Collection Agreement, the List License Agreement and the PRTC Trademark License Agreement.

           4.3 Confidentiality .

          (a) From and after the Closing Date, Sellers shall, and shall cause their respective Affiliates and representatives to, not disclose to any non-Affiliate (other than any representative owing a confidentiality obligation to Sellers) confidential information concerning the Business or the Company or any Company Subsidiary. It is understood that Sellers shall have no liability hereunder with respect to the use of any information that (i) is in or, through no fault of Sellers or any of their Affiliates or representatives, comes into the public domain, (ii) Sellers or any of their Affiliates are required to disclose by any Taxing Authority or by any other Governmental Entity or stock exchange or (iii) is rightfully obtained by Sellers and any of their Affiliates from a third party not known by Sellers to be under any confidentiality obligation to the Company or any Company Subsidiary.

          (b) In the event that Sellers or their Affiliates or representatives are required by any Governmental Entity to disclose any such information, Sellers shall promptly notify Buyer in writing so that Buyer may, to the extent practicable, seek a protective order and/or other motion to prevent or limit the production or disclosure of such information. If such motion is not sought or is denied, then the Person required to disclose such information may disclose only such portion of such information which, based on advice of such Person’s legal counsel, is required by

applicable Law to be disclosed (provided that the Person required to disclose such information shall use all commercially reasonable efforts to preserve the confidentiality of the remainder of such information). Sellers shall continue to be bound by their obligations pursuant to this Section 4.3 for any information that is not required to be disclosed, or that has been afforded protective treatment, pursuant to such motion.

           4.4 No Negotiations . None of Sellers, the Company or any Company Subsidiary shall, and each shall use commercially reasonable efforts to cause its officers, directors, employees and agents not to, initiate, solicit, facilitate or encourage, directly or indirectly, any inquiries or the making of any proposal with respect to, or engage in any negotiations or discussions with, any Person relating to, or provide to any Person confidential or non-public information in connection with, any acquisition, recapitalization, business combination or purchase of all or a material portion of the Company, any Company Subsidiary or the Business or the Publication Rights, or cooperate or participate with any Person in connection with any of the foregoing activities.

           4.5 Infovoz Billing and Collection . Prior to the Closing, PRTC will negotiate in good faith with VIS-PR and Buyer, and Buyer will negotiate in good faith, a billing and collection or similar arrangement between PRTC and VIS-PR relating to the Infovoz 511 service (the R