e10vk

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qwx3Pvjz4dr2VSxvDKdIDfZz4PHg8e5obZ7DFegdmibb8YOnaJpTTBbP8TWstUjw gb3HIh/6FDmHkm6+wKT0UQ== 0000950134-05-005266.txt : 20050316 0000950134-05-005266.hdr.sgml : 20050316 20050316171112 ACCESSION NUMBER: 0000950134-05-005266 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050316 DATE AS OF CHANGE: 20050316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOUSA INC CENTRAL INDEX KEY: 0000879437 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 470751545 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19598 FILM NUMBER: 05686417 BUSINESS ADDRESS: STREET 1: 5711 S 86TH CIRCLE CITY: OMAHA STATE: NE ZIP: 68127 BUSINESS PHONE: 4025934500 MAIL ADDRESS: STREET 1: 5711 SOUTH 86TH CIRCLE CITY: OMAHA STATE: NE ZIP: 68127 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BUSINESS INFORMATION INC /DE DATE OF NAME CHANGE: 19930328 10-K 1 d23161e10vk.htm FORM 10-K e10vk

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


(Mark One)
o		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934
		For the fiscal year ended December 31, 2004
		or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from to

Commission file number: 0-19598

infoUSA INC.

(Exact name of registrant as specified in its charter)


Delaware		47-0751545
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

5711 South 86th Circle, Omaha, Nebraska 68127

(Address of principal executive offices)

(402) 593-4500

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $0.0025 par value

Series A Preferred Share Purchase Rights

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o

The aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the last reported sales price of the common stock on June 30, 2004 was $262.2 million.

As of March 3, 2005 the registrant had outstanding 53,254,728 shares of Common Stock (excluding treasury shares of 348,354).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held on April 29, 2005, which will be filed within 120 days of the end of fiscal year 2004, are incorporated into Part III (Items 10, 11, 12, 13 and 14) hereof by reference.

TABLE OF CONTENTS


Amended and Restated Credit Agreement
Reaffirmation of and First Amendment to Subsidiaries Agreement
Subsidiaries
Consent of Independent Registered Public Accounting Firm
Power of Attorney
Certification of CEO and CFO Pursuant to Section 302
Certification of CEO and CFO Pursuant to Section 906

PART I

This Annual Report on Form 10-K, the documents incorporated by reference into the Company’s Annual Report to shareholders, and press releases (as well as oral statements and other written statements made or to be made by the Company) contain forward-looking statements that are made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements related to potential future acquisitions and our strategy and plans for our business contained in Item 1 “Business,” Item 2 “Properties,” Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other parts of this Annual Report. Such forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions made by our management. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Such risks and uncertainties include those set forth in this Annual Report under “Factors That May Affect Operating Results,” as well as those noted in the documents incorporated by reference into this Annual Report. You are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date on which they were made. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the risk factors set forth in other reports or documents we file from time to time with the Securities and Exchange Commission, particularly the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.


Item 1.	*Business*

Company Profile

infoUSA Inc. (the “Company” or “infoUSA”), is the leading provider of sales leads and databases to millions of businesses in order for them to find new prospects and grow their sales. infoUSA compiles and updates over 15 databases under one roof in Omaha, Nebraska. Our customers include salespeople, small office/home office (“SOHO”) entrepreneurs, small and medium businesses, and Fortune 2000 corporations. Our database is also part of major directory assistance search firms like Yahoo!, AOL, and in-car navigation companies. Most cars with GPS devices today use infoUSA databases because of the high accuracy of our business database. Databases compiled and continually updated are as follows:


Business Databases		Consumer Databases

• 14 Million U.S. and Canadian Businesses • 11.5 Million Executives and Professionals • 5 Million Small Business Owners • 5 Million Business Addresses with Color Photos • 2.6 Million Brand New Businesses • 3.6 Million Yellow page Advertisers • 1.7 Million Bankruptcy Filers • 900,000 Global Businesses and 2 Million Executives • 600,000 Manufacturers • 410,000 Big Businesses		• 180 Million Consumers • 112 Million Households • 65 Million Homeowners • 15 Million New Movers Per Year • 3.1 Million New Homeowners Per Year

We employ over 600 full time people to compile and update the databases from thousands of public sources such as yellow pages, white pages, newspapers, incorporation records, real estate deed transfers, and various other sources. For the business database, we make over 20 million phone calls a year to verify the name of the owner or key executive, their address, number of employees, number of PC’s, fax numbers, e-mail addresses, and other information.

The databases change by roughly 65% per year. We spend over $50 million a year to update these databases and related database management systems. We believe that we have the finest and most accurate databases in the industry. We believe there is no other company that compiles and updates so many databases all under one roof.

We have also developed proprietary software for direct marketing applications, database marketing applications, e-mail marketing applications, telemarketing applications, and other sophisticated modeling applications. Our proprietary software enhances the value of our databases to the customer.

New initiatives in 2004 and 2005 include:


	•	Yellow Page Advertising Expense Report

	•	Business Address Photographs

	•	Sales Genie

	•	Credit.Net

Descriptions of these new initiatives can be found elsewhere within this document

Sales & Marketing Strategy

infoUSA has served over 4 million customers who have used our sales leads and mailing lists. They use our databases to find new customers and grow their sales. That is why the logo of infoUSA bears the mark “Sales Solutions.”

For our large clients, we distribute our databases and services through the Donnelley Group. Donnelley Marketing, the flagship Company within the Donnelley Group, was acquired by infoUSA in 1999, and has been a leader in this space since 1917. The Donnelley Group has a sales force of over 200 account executives that call on Fortune 2000 companies. These clients have a sophisticated need for databases, database marketing, and now e-mail marketing. Under the Donnelley Group, we have nine different companies that specialize in their own respective markets. These companies are Donnelley Marketing, Walter Karl, Edith Roman, Catalog Vision, Triplex, Yesmail, @Once, Value Added Reseller Group and OneSource. OneSource is the only company which has a true global database of 900,000 businesses and 11.5 million executives by title. This database is used by multinational companies for market research, prospect development, and other modeling and research applications.

infoUSA has an extensive sales channel into medium and small businesses, SOHO markets, and salespeople. We sell directly to these markets. We employ several distribution channels such as direct mail, telemarketing, e-mail marketing, and our own sales force. We have over 700 account executives that have developed relationships with these clients.

More than 4 million customers have used our information in the form of sales leads, prospect lists, mailing labels, printed directories, 3 x 5 cards, computer diskettes, business credit reports, DVDs, and on the Internet. Our information is used by businesses for sales leads, mailing lists, credit decisions, market research, competitive analysis, and management of vendor relationships. Sales people and small business owners use our information for new prospects, due diligence, and other day-to-day information purposes.

Sales Genie, Credit.Net, SalesLeadsUSA . . . Subscription Model

In the past, infoUSA sold sales leads and mailing lists on an “as needed” basis. We realized that our customers need this information every day. We developed an Internet based service called “Sales Genie” for the small business & SOHO market. This is an Internet based database delivery service. All of our databases can be accessed on a unlimited basis for a flat price of $250.00 per month. Sales Genie has a built-in contact management software and mapping ability. A small business can get all the sales leads and mailing lists for only $250.00 per month per user. For additional users the charge is $100 per user extra. This subscription product is designed for approximately 3.5 million small businesses.

We have also developed “SalesLeadsUSA” for one person businesses, contractors, and sales executives. There are 10 million plus prospects in this group. This service offers 4 databases with limited search criteria but still offers customers unlimited sales leads and mailing lists for $75.00 per month per user, i.e., $900 per year. This service also has contact management software.

The Company also launched an unlimited business credit report service called Credit.Net in the first quarter of 2004. A customer can obtain unlimited business credit reports for only $75.00 per month.

Two of our directory divisions, Polk City Directories & Hill-Donnelly Directories, now offer bundled subscription packages for under $100 per month per user. These bundled packages include printed directory on a customer’s immediate region, DVD on the entire state, and Internet access for all of U.S.

This migration from one time sales to subscription based sales is enabling us to have a better relationship with our customers, more predictable revenue, and the ability to offer more services to our customers in the arena of sales solutions.

Our Growth Strategy

There are approximately 14 million businesses in the United States and Canada. All of these businesses are looking for cost effective solutions to find new customers and increase their sales. Our databases and applications enable these businesses to prospect for new customers and increase their sales.

Our goal is to be the leader in proprietary databases of businesses and consumers in the United States and Canada, and to produce innovative products and services that meet the needs of these businesses for finding new prospects and increasing their sales. The information provided by our databases is integral to the new customer acquisition and retention processes for businesses. Our organization is divided into three distinct groups: Database Compilation and Update Group, The infoUSA Group (formerly known as Small & Medium Business Group), and The Donnelley Group (formerly known as The Large Business Customer Group).

Delivery of information via the Internet is the preferred method by our customers. We are investing in Internet technology to develop subscription-based new customer development services for businesses. The Internet has opened up brand new markets for our database products that are increasingly used by our customers for multiple applications. We estimate that our total market potential for our services exceeds $20 billion per year.

We have grown through more than 20 strategic acquisitions in last ten years. These acquisitions have enabled us to acquire the requisite critical mass to compete over the long term in the direct marketing industry. During 2004, we acquired three companies that opened up brand new distribution channels for our products and applications. Triplex increased our presence in the non-profit sector by providing data processing services and our proprietary content to their fast growing customer base. Edith Roman gave us the premier access to the publishing industry for their list brokerage and list management needs. OneSource brought a compelling application to our business that is increasingly embedded in customer relationship management systems of Global 2000 corporations. These corporations use the OneSource application to access deep information on executives of world’s 900,000 largest companies.

As we have consolidated our position in the fastest growing segments of our industry, our goal now is to accelerate our momentum in the market for business intelligence information. Our subscription products, accessed 24/7 over the web by our customers, will be the critical impetus needed to achieve higher than 10% organic revenue growth over the longer term.

Database Compilation and Update Group


Business Databases		Consumer Databases

•14 Million U.S. and Canadian Businesses • 11.5 Million Executives and Professionals • 5 Million Small Business Owners • 5 Million Business Addresses with Color Photos • 2.6 Million Brand New Businesses • 3.6 Million Yellow page Advertisers • 1.7 Million Bankruptcy Filers • 900,000 Global Businesses and 2 Million Executives • 600,000 Manufacturers • 410,000 Big Businesses		• 180 Million Consumers • 112 Million Households • 65 Million Homeowners • 15 Million New Movers Per Year • 3.1 Million New Homeowners Per Year

We believe that we have the most comprehensive and up-to-date databases of businesses and consumers in the industry. The quality of our databases is far superior to our competitors. It has been repeatedly proven by our customers who have gone to the competition and then came back to get our data.

Business Databases


	•	14 Million U.S. and Canadian Businesses


	•	11.5 Million Executives and Professionals

	•	5 Million Small Business Owners

	•	5 Million Business Addresses with Color Photos

	•	2.6 Million Brand New Businesses

	•	3.6 Million Yellow page Advertisers

	•	1.7 Million Bankruptcy Filers

	•	900,000 Global Businesses and 2 Million Executives

	•	600,000 Manufacturers

	•	410,000 Big Businesses

Our proprietary business database contains information on nearly 14 million businesses in the United States and Canada. We believe that we compile the most accurate, timely and comprehensive file of business information through our proprietary compilation and verification processes. The business database contains a wealth of information about businesses such as: name, address, telephone number, SIC codes, number of employees, business owner and key executive names, credit score and sales volume. We also provide fax and toll free numbers, website addresses, headline news, and public filings including liens, judgments and bankruptcies. Our data can also be further categorized in various segments such as Small Business Owners, Executives at Home, Big Businesses and their Corporate Affiliations, Growing Businesses, Places of Interest, Schools and Female Business Owners.

We compile and update the business information from over 15,000 sources. Most of these sources fall under the following categories:


	•	Yellow Page Directories

	•	White Page Directories

	•	Telephone Surveys

	•	Annual Reports

	•	SEC Filings

	•	Public Filings

In addition, we use information licensed from the United States Postal Service’s National Change of Address (NCOA) and Delivery Sequence File (DSF) to update and maintain our business database. Accuracy is the most important characteristic of any database and we believe our database is the most accurate in the industry.

Other databases within our business files include:


	•	900,000 World’s Largest Corporations and 11.5 Million Executives by Job Title. Our OneSource database of these large corporations and executives is one of the finest in the industry. This database provides a great deal of in-depth information on these individuals and companies, including revenue, asset and corporate linkage.

	•	200,000 New Businesses Data Per Month. Our New Business Database contains the repository of newly opened businesses. This database is updated from new business listings and utility new connections and is updated with nearly 50,000 new businesses on a weekly basis.

	•	Yellow Page Advertising Report. The report will include all spending by small businesses for Yellow Page advertising. Yellow Page publishers and web advertising firms will be able to sort this information by many selects, including by individual business as well as by SIC code and any geographic region.

	•	Doctors and Dentists Data. Our medical file contains a robust database of over 600,000 physicians, surgeons and dentists and contains in-depth information regarding physician specialties, prescription volume, medical schools attended, lifestyle information and many other related data elements.

	•	Business Address Photographs. The company introduced the industry’s first pictures of storefronts with corresponding longitude and latitude coordinates to its Business Database. Important applications for this data include business credit reports/applications, directory assistance, wireless navigation devices and insurance appraisals/underwriting.

Consumer Databases


	•	180 Million Consumers


	•	112 Million Households

	•	65 Million Homeowners

	•	15 Million New Movers Per Year

	•	3.1 Million New Homeowners Per Year

Our consumer database contains approximately 180 million individuals and 112 million households and includes hundreds of data elements. Key elements in our database include: name, address, phone number, age, income, marital status, religion, ethnicity, dwelling type and size, home value, length of residence, and dozens of self-reported lifestyle elements.

We compile and update the consumer database with over 2 billion records annually. Examples of the sources that are used to create the database are:


	•	White Page Directories

	•	Real Estate Assessments

	•	Real Estate Transactions

	•	Public Filings

	•	Voter Registration

	•	Life Style Data

We believe that our consumer data is compiled to the highest accuracy standards in the industry. Additional investment in acquiring and compiling real estate transfer and assessor data has allowed us to improve our coverage and key demographic models.

Other high value databases we compile are:


	•	New Mover Database. We believe that our New Mover database is the most current file in the industry. We compile approximately 15 million new movers annually. Our investment in nationwide utility new connects and disconnects has allowed us to identify new movers as they transact.

	•	New Homeowners Database. We believe our New Homeowners database is the most current file in the industry. We compile approximately over 3.1 million new homeowners annually. As stated previously, our investment in nationwide utility new connects and disconnects allows us to identify new homeowners as they transact.

	•	Occupant Database. Our Occupant database includes 123 million residential addresses and is used for address only mailings, which result in lower postal rates for direct mail.

	•	Public Filings Database. Our Public Filings database contains over 24 million households and businesses that have filed for bankruptcy, or have tax liens or judgments recorded against them.

	•	Email Database. Since 2002 we have continued to collect and acquire business and consumer email addresses. We now offer a database of over 50 million consumer and 1.5 million business email addresses with postal addresses that are available for email marketing and email append applications. We have matched the email addresses to our demographic and firm-specific information in our proprietary databases for targeted email marketing campaigns.

	•	Bankruptcy Filings Database. Starting in April 2005, we will compile our own bankruptcy file to be delivered to our customers on a weekly basis. This is a very important database for credit card companies, car dealers and other financial services companies.


	*Products and Services Derived from Our Databases*

We create many products and services from our databases to meet the needs of millions of our current and potential customers. We create products and services such as prospect lists, mailing labels, 3 × 5 cards, diskettes, printed directories, DVDs, business credit reports, and many other online and offline applications. We also offer our information on the Internet through our various websites, such as infoUSA.com, SalesGenie.com, SalesLeadsUSA.com, Fonecart.com, Credit.Net, CityDirectory.com, Drlists.com, referenceUSA.com, newleadsUSA.com, idEXEC.com, and autolistsUSA.com. Our products and data processing services are used by clients for identifying and qualifying prospective customers, initiating direct mail and email campaigns, telemarketing, analyzing and assessing market potential, and surveying competitive markets in order to find new customers and increase their sales. Our data also enables extensive data hygiene and enhancement services and is included by many customers as a value-added enhancement to our flagship MarketZone product line. MarketZone Platinum is a fully hosted data warehousing solution including hygiene, updates, matching, campaign management, selection, reporting, and analytics for direct mail and email campaign development and execution. Market Zone Gold is a web-based prospecting tool allowing customers to integrate their customer and prospect data with infoUSA data in a hosted environment.

Our Customers and Potential Markets

We are organized around two main customer groups: The infoUSA Group (formerly known as the Small & Medium Business Group) and The Donnelley Group (formerly known as The Large Business Group). Our products and services are designed for the unique needs of each group.


	*infoUSA Group (formerly the Small & Medium Business Group)*

Approximately 90% of all businesses are small companies with less than 25 employees. Small businesses are the lifeblood of our economy. We dedicated this division to meet the unique sales and marketing needs of small- and medium-sized businesses, including small office and home office businesses, and aspiring entrepreneurs. This market holds about 4 million potential prospects for infoUSA. Our products and services are used to find new customers, analyze current customers, research new markets and verify business

information. Our database changes by nearly 65% annually. As a result, our customers have a great need for current information on an ongoing basis. Our infoUSA Group offers sales leads and mailing lists in the following formats:

Subscription-based Services . . . Sales Genie. All of our databases can be accessed on a unlimited basis for a flat price of $250.00 per month. Sales Genie has a built-in contact management software and mapping ability. A small business can get all the sales leads and mailing lists for only $250.00 per month per user. For additional users the charge is $100 per user extra. This subscription product is designed for approximately 3.5 million small businesses.

SalesLeadsUSA. This service offers 4 databases with limited search criteria but still offers customers unlimited sales leads and mailing lists for $75.00 per month per user, i.e., $900 per year. This service also has contact management software. There are 10 million salespeople, one person businesses, and SOHO entrepreneurs who are potential customers for this service.

Printed Prospect Lists, Mailing Labels, and Sales Lead Cards. The Company’s databases can be “sliced and diced” to create customized sales leads and mailing lists for our customers. Our small business consultants work with a business to select the right criteria such as geography, type of business and size of business to generate the most revenue. The custom list can then be delivered in printed format, put on mailing labels or provided on 3 x 5 index cards.

Directories and DVD Products — Printed Directories, DVD and Internet access. The Company offers a variety of titles: US Business Directory, State Business Directories, Big Business Directory, Manufacturers Directory, 575,000 Physicians and Surgeons, Households USA, and Entrepreneurs Directory. Each printed directory is bundled with a CD-ROM or DVD and allows for access to the information on the Internet, for one low monthly subscription price. Our customers use the directories for lead generation, telemarketing and reference purposes.

Credit.net — Business Credit Reports. Our business credit directories include a printed directory bundled with a DVD and Internet access to business credit reports on Credit.Net. The product is used by customers for making credit decisions, verifying company information, assisting in collection support, and identifying potential new customers. Customers can purchase individual business credit reports for $5 from the Internet or they may select a subscription based plan offering unlimited access to our business credit reports for a flat fee of $75 per month per user.

Polk City Directories and Hill-Donnelly Directories. Two of our directory divisions, Polk City Directories & Hill-Donnelly Directories, now offer bundled subscription packages for under $100 per month per user. These bundled packages include printed directory on a customer’s immediate region, DVD on the entire state, and Internet access for all of U.S.


	*Donnelley Group*

Our Donnelley Group (formerly the Large Business Group) serves our largest clients from Global 2000 corporations. This Group is comprised of Donnelley Marketing, Catalog Vision, Triplex, Walter Karl, Edith Roman, Yesmail, OneSource, and the Value Added Reseller Group.

Donnelley Marketing

Donnelley Marketing is one of the nation’s leading direct marketing solution providers, targeting large size firms where quality data and customer service is needed for their complete solution. Our mission is to help businesses find new customers, grow their sales, reduce selling costs and become more profitable. Donnelley’s reputation has been built by delivering consistent results to clients for over 85 years.

Donnelley Marketing serves a variety of industries including traditional direct marketers, packaged goods, retailers, financial institutions, telecommunications, utilities, technology, fund raising, automotive and catalog companies. Our goal in 2004 continued to be to increase client access to our databases and data processing services while reducing turnaround time and lowering costs.

infoConnect™ ONE PASS provides online, real-time data enhancement and file cleansing access to the following databases:


Business Databases		Consumer Databases

• 14 Million U.S. and Canadian Businesses • 11.5 Million Executives and Professionals • 5 Million Small Business Owners • 5 Million Business Addresses with Color Photos • 2.6 Million Brand New Businesses • 3.6 Million Yellow page Advertisers • 1.7 Million Bankruptcy Filers • 900,000 Global Businesses and 2 Million Executives • 600,000 Manufacturers • 410,000 Big Businesses		• 180 Million Consumers • 112 Million Households • 65 Million Homeowners • 15 Million New Movers Per Year • 3.1 Million New Homeowners Per Year

Our newly positioned database marketing product, MarketZone® Platinum, is a closed loop, Internet-enabled, fully relational database tool for decision support, campaign management and execution system. We introduced this product to provide our clients the ability to expertly manage their customer relationships. This new product is an e-CRM (customer relationship management) solution that integrates the entire suite of Donnelley Marketing products to create real-time customer content integration. “MarketZone Platinum” has been very successful for us.

MarketZone® Platinum is an extremely flexible, full function marketing database, campaign management and e-campaign solution which incorporates an engine to support analytic tools for extracting customer insight from today’s expanding data sets. MarketZone® Platinum enables Donnelley Marketing to quickly build and deploy custom analytic solutions to meet the evolving demands of our customers.

MarketZone® Platinum’s multiple platform applications, modules, and campaign management/e-campaign management components can be leveraged to deliver high-performance analytic applications rapidly. These capabilities, along with our ability to provide data-processing, data and consultative services under one roof make MarketZone® Platinum a very comprehensive & compelling solution.

MarketZone® Platinum can provide the following functions:


	•	Counts and queries

	•	Data export and list selection

	•	Prospect and customer profiling

	•	Intuitive train of thought analysis

	•	Comprehensive analytical reporting

	•	E-mail, direct mail or telemarketing campaign execution

CatalogVision^tm, a division of Donnelley Marketing, has been specializing in the catalog marketing industry for over 30 years serving both business-to-business and consumer direct marketers. CatalogVision^tm clients maximize the return on their promotion dollars through use of our information and processing services. Address integrity and merge/purge toolsets eliminate wasted mailings and optimize postal discounts. Relational marketing database systems enable multi-channel contact management and personalization.

Triplex, acquired in the first quarter of 2004, specializes in providing data processing services to the non-profit sector. Our strategy is to grow this channel by selling more of our own proprietary data content into this channel.

Walter Karl and newly acquired Edith Roman provide list brokerage, list management services and an array of database services to a broad range of direct marketing clients. Walter Karl also specializes in email list

management and brokerage services for on-line marketers. Our specialized list management services provide a strong revenue base for our customers. In addition, we have our list brokerage business, which recommends and sells specialty lists to a wide range of businesses in many industries.

Yesmail specializes in providing customer retention solutions for direct marketers, publishers and organizations that want to grow their customer database, develop personalized relationships with these customers, and execute more effective email marketing campaigns. Yesmail provides email marketing solutions to their clients that deliver high returns on investment and strong overall results.

OneSource Global Business Database

OneSource, acquired in the second quarter of 2004, provides a compelling application on the world’s largest 1,200,000 businesses and executives who comprise these organizations. This application is getting increasingly embedded into the customer relationship management systems of major corporations.

OneSource provides primarily Web-based business and financial information products to professionals who need quick access to timely and reliable company, industry, and market intelligence. OneSource’s primary products, the OneSource® Business Browser^SM products, are password-protected, subscription-based products that provide sales, marketing, finance, and management professionals and consultants with industry and company profiles, research reports, media accounts, executive listings and biographies, and financial information on over 1,200,000 public and private companies. OneSource customers access this information over the Internet using standard Web browsers. As a Web-based solution, the Business Browser product line does not require the purchase of additional computer hardware by the customer.

OneSource products and services are designed to address the information needs of leading professional and financial services firms, technology companies, and other large organizations. OneSource’s primary target market consists of Global 5000 business-to-business companies in the technology, professional services, and financial services industries and that employ large direct sales forces.

OneSource customers use the OneSource products for such purposes as account prospecting and management (i.e., business development), competitive and peer analysis, company tracking and monitoring, and company and industry research.

Value Added Reseller Group

The Value Added Reseller Group (formerly the Database Licensing Group) continued its strategy of working with customers for whom data remains the core foundation of their product or service. The strength of our customers’ products is predicated on the accuracy, timeliness, and relevance of the data that drives it. Our distribution channel of value added resellers and original equipment manufacturers understand that the success and profitability of their service is largely dependent on the integration of infoUSA’s best-in-breed business and consumer information. The information provided by the Licensing group has multiple applications. The company licenses out infoUSA’s databases to be used in directory assistance, mapping, in-care navigation, site location analysis and demographic modeling.

Our databases have many applications in addition to sales leads and mailing lists. The rapid proliferation of Internet and broadband technologies in U.S. households and businesses have opened up a cost-effective channel for us to become the leading brand for database applications. Some of our more popular applications include:


	•	Directory Assistance

	•	Mapping applications

	•	In-car navigation application

	•	Site location analysis

	•	Demographic modeling

Computer Operations and Database Protection

The Company currently operates multiple interdependent data centers. Each data center supports key components of the business and together, these sites host the core products and services that are offered by infoUSA and provide redundancy and business continuity to the organization. We have made significant investments in these data centers to provide a highly available and secure environment to operate our business and process information.

Competition

The business and consumer marketing information industry is highly competitive. We believe that the ability to provide proprietary consumer and business databases along with data processing and database marketing services is a key competitive advantage. A number of competitors are active in specific aspects of our business. In the business sales lead products and credit report market, we face competition primarily from D & B (e.g. Dun & Bradstreet). In consumer databases, we compete primarily with Acxiom, Experian, Equifax and Harte-Hanks Data Technologies, both directly and through reseller networks.

Employees

As of December 31, 2004, we employed 2,332 people on a full-time basis. None of our employees is represented by a labor union or is the subject of a collective bargaining agreement. We have never experienced a work stoppage and believe that our employee relations are good.

Executive Officers of the Registrant

The executive officers of the Company are as follows:


Name	Age		Position

Vinod Gupta		58	Chairman of the Board and Chief Executive Officer
Raj Das		34	Chief Financial Officer
Fred Vakili		51	Executive Vice President of Administration and Chief Administrative Officer
Ray Butkus		53	President, Donnelley Marketing
D. Joseph Thayer		38	Executive Vice President of Sales and Marketing
Monica Messer		42	Chief Operations Officer, Database Compilation and Technology Group and Chief Information Officer
Edward C. Mallin		55	President, Walter Karl

Vinod Gupta is the founder of the Company and has been Chairman of the Board of the Company since its incorporation in 1972. Mr. Gupta served as Chief Executive Officer of the Company from the time of its incorporation in 1972 until September 1997 and since August 1998. Mr. Gupta holds a B.S. in Engineering from the Indian Institute of Technology, Kharagpur, India, and an M.S. in Engineering and an M.B.A. from the University of Nebraska. Mr. Gupta also was awarded an Honorary Doctorate from the Monterey Institute of International Studies and an Honorary Doctorate from the University of Nebraska. He was appointed by President Clinton to serve as a Trustee on the Kennedy Center for Performing Arts in Washington, D.C.

Raj Das has served as Chief Financial Officer since September 2003. Over the last ten years, Mr. Das worked in investment banking, most recently as a Vice President for Ladenburg Thalmann & Co. Inc., from April 2002 to August 2003, specializing in merger and acquisition and private equity transactions in the technology and media sectors. Prior to that, Mr. Das was a Vice President in the Technology Investment Banking Group at Bear, Stearns & Co. Inc. from August 2000 to October 2001, where he focused primarily on wireless and enterprise software, services, and infrastructure companies. Prior to that, Mr. Das was a Vice President in the Information and Internet Services Group at ING Barings LLC from February 1998 to August 2000, where he focused on advertising agencies, transaction processors, IT outsourcers, and Internet and marketing services providers. Prior to that, Mr. Das served as an Associate in the Investment Banking

Department at Brenner Securities Corporation from June 1996 to February 1998 and as an Analyst in the M&A Department at Smith Barney Inc. from June 1993 to June 1995. In these capacities, he has originated and executed a wide range of financing, restructuring, and M&A transactions. From June 1995 to June 1996, Mr. Das worked as an Analyst in the Corporate Strategic Planning department at PepsiCo, Inc. Mr. Das is a summa cum laude graduate with a Bachelor of Science in Economics degree from The Wharton School of the University of Pennsylvania.

Fred Vakili has served as Executive Vice President of Administration and Chief Administrative Officer since August 1998. Mr. Vakili served as Senior Vice President of Special Projects from October 1997 to August 1998, as Senior Vice President of Value Added-Resellers Group and Canada Operations from May 1987 to October 1997, and as Senior Vice President of various Company divisions from 1985 to 1987. Mr. Vakili joined the Company in 1985 as the Product Manager for the Directory Group. Mr. Vakili holds a B.S. in Industrial Engineering and Management from Iowa State University.

Ray Butkus has served as President of Donnelley Marketing since December 2002. Mr. Butkus previously served as President and Chief Operating Officer of Naviant Marketing Solutions from early 1999 until the successful merger of the Company with Naviant Markets Group in late 2001. Mr. Butkus was the Vice President and General Manager for IntelliQuest’s IQ2 Net division from January 1998 through August 1999. Mr. Butkus was President and Chief Operating Officer of GEN Logistics Systems, a start-up Cyberspace venture providing information services to the transportation industry, from 1996 to 1997. Mr. Butkus worked for AT&T from 1976 to 1996, most recently as Sales Vice President, where he was responsible for a 700 person sales force and $650 million in annual revenues. Mr. Butkus holds a B.S. in Business Management from Providence College. Mr. Butkus also holds a MBA from the University of Puget Sound and is a graduate of Harvard Business School’s Advanced Management Program.

D. Joseph Thayer has served as Executive Vice President of Sales and Marketing for the infoUSA Group since February 2005, as President of the infoUSA Small Business Group from May 1999 to February 2005, as Senior Vice President of the infoUSA Vertical Markets Group from October 1997 to May 1999, and as a Vice President and General Manager since joining the Company in 1993. Prior to that, Mr. Thayer worked as a manager for US West, Inc., and as a legislative aide handling foreign trade and agricultural issues in the United States House of Representatives. Mr. Thayer holds a B.A. in Political Science from the University of Nebraska, and a Master’s degree in Business Administration and Marketing from Auburn University.

Monica Messer has served as Chief Operations Officer since October 2003, as President of the Database Compilation and Technology Group and Chief Information Officer of the Company from February 1997 to October 2003, and served as a Senior Vice President of the Company from January 1996 to January 1997. Ms. Messer joined the Company in 1983 and has served as a Vice President of the Company since 1985. Ms. Messer holds a B.S. in Business Administration from Bellevue University and is an alum of the Stanford Business School Executive Education program in Strategy and Organization.

Edward C. Mallin has served as President of Walter Karl since June 1998, as Executive Vice President of the National Accounts Division from January 1997 to June 1998 and as President of Compilers Plus from January 1990 to May 1998. Prior to that, Mr. Mallin was Executive Vice President of Compilers Plus which the Company acquired in January 1990. Mr. Mallin holds a B.A. in History from the University of Bridgeport and an M.A. in Business Administration from New York University.

Website Information

The Company has a website at www.infousa.com. Contents of the website are not part of, or incorporated by this reference, into this Annual Report. The Company has made available on its website all annual and quarterly reports, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Company has filed such material with, or furnished it to, the SEC.


Item 2.	*Properties*

Our headquarters are located in a 148,000 square foot facility in Omaha, Nebraska, where we perform sales and administrative activities. Order fulfillment, shipping, and data center operations are conducted at our 30,000 square foot Carter Lake, Iowa facility, which is located 15 miles from our headquarters. Administration and management are also located in a 24,000 square foot facility in Omaha, Nebraska, which is adjacent to our sales and administration facility. Data compilation, telephone verification, data and product development, and information technology services are conducted at our 130,000 square foot Papillion, Nebraska facility which is located about 5 miles from our headquarters. Donnelley Marketing catalog sales operations are performed in a 40,000 square foot location in Marshfield, Wisconsin. We own these facilities, as well as adjacent land at certain locations for possible future expansion.

We lease sales office space at approximately 70 different locations in the United States, Canada and the United Kingdom, the aggregate rental obligations of which are not significant.


Item 3.	*Legal Proceedings*

There are no material pending legal or governmental proceedings involving the Company, other than ordinary routine litigation, incidental to the business of the Company.


Item 4.	*Submission of Matters to a Vote of Securityholders*

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this 2004 Annual Report on Form 10-K.

PART II


Item 5.	*Market for the Registrant’s Common Equity and Related Stockholder Matters*

Our Common Stock, $0.0025 par value, is traded on the NASDAQ National Market System under the symbol “IUSA.”

The following table sets forth the high and low closing prices for our Common Stock during each quarter of 2004 and 2003.

Common Stock


		High		Low

2004
	Fourth Quarter	$	11.62	$	9.35
	Third Quarter	$	10.50	$	7.81
	Second Quarter	$	11.44	$	8.77
	First Quarter	$	10.52	$	7.56
2003
	Fourth Quarter	$	8.76	$	7.41
	Third Quarter	$	9.88	$	7.23
	Second Quarter	$	8.15	$	4.87
	First Quarter	$	5.07	$	4.10

On March 10, 2005, the last reported sale price in the NASDAQ National Market System for our Common Stock was $10.08 per share. As of March 15, 2005, there were 118 stockholders of record of the Common Stock, and an estimated additional 2,600 stockholders who held beneficial interests in shares of Common Stock registered in nominee names of banks and brokerage houses.

On January 25, 2005, the Board of Directors of the Company declared a cash dividend of $0.20 per common share. The dividend payments, totaling $10.6 million, were paid on March 1, 2005, to shareholders of record as of the close of business on February 8, 2005. This dividend represents the first dividend paid by the Company. This dividend is an annual dividend, and the Board of Directors has to declare any future annual dividends. No assurance can be given that dividends will be paid in the future since they are dependent on earnings, cash flows from operations, the financial condition of the Company and other factors. The existing credit agreements have certain restrictions on the ability to declare dividends on our common stock.

The information required by this section concerning securities authorized for issuance under equity compensation plans is set forth in or incorporated by reference into Part III, Item 12 of this Annual Report and Note 10 in our consolidated financial statements included in this Annual Report.


Item 6.	*Selected Consolidated Financial Data*

The following selected consolidated financial data as of the end of, and for each of the years in the five-year period ended December 31, 2004 are derived from the Company’s audited Consolidated Financial Statements and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and related notes included elsewhere in this Form 10-K. The Company has made several acquisitions since 2000 that would affect the comparability of historical data. See Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Consolidated Financial Statements as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004, are included elsewhere in this Form 10-K.


			Year Ended December 31,

			2004			2003			2002			2001			2000

			(In thousands, except per share data)
Consolidated Statement of Operations Data:
Net sales			$	344,859		$	311,345		$	302,516		$	288,738		$	305,668
Costs and expenses:
	Database and production costs			102,838			87,074			84,710			80,880			101,831
	Selling, general and administrative			166,715			144,068			131,985			112,402			149,721
	Depreciation of operating assets			14,062			14,573			14,773			17,873			20,005
	Amortization of intangible assets(1)			15,875			13,276			13,310			30,254			32,190
	Impairment of assets(2)			—			—			—			—			2,135
	Acquisition costs(3)			321			57			181			493			2,287
	Non-cash stock compensation			779			219			52			448			3,113
	Restructuring charges(4)			2,940			1,861			2,531			4,899			5,800
	Provision for litigation settlement(5)			—			1,667			417			1,104			—

		Total costs and expenses		303,530			262,795			247,959			248,353			317,082

Operating income (loss)				41,329			48,550			54,557			40,385			(11,414	)
Other income (expense):
	Investment income			(190	)		1,149			179			953			1,250
	Interest expense			(9,210	)		(11,547	)		(16,059	)		(25,285	)		(26,651	)
	Minority interest income			—			—			—			282			6,294
	Gain on issuance of subsidiary stock(6)			—			—			—			—			14,634
	Other charges(7)			(3,157	)		(6,385	)		(5,528	)		—			—

Income (loss) from continuing operations before income taxes, and cumulative effect of change in accounting principle				28,772			31,767			33,149			16,335			(15,887	)
Income tax expense				10,934			12,072			12,713			11,371			1,320

Income (loss) from continuing operations before cumulative effect of a change in accounting principle				17,838			19,695			20,436			4,964			(17,207	)
Loss from discontinued operations, net of tax(8)				—			—			—			—			(4,160	)
Cumulative effect of a change in accounting principle, net of tax(9)				—			—			—			—			(10,266	)

Net income (loss)			$	17,838		$	19,695		$	20,436		$	4,964		$	(31,633	)

Basic earnings (loss) per share from continuing operations			$	0.34		$	0.38		$	0.43		$	0.10		$	(0.34	)

Diluted earnings (loss) per share from continuing operations			$	0.33		$	0.38		$	0.43		$	0.10		$	(0.34	)

Basic earnings (loss) per share			$	0.34		$	0.38		$	0.40		$	0.10		$	(0.63	)

Diluted earnings (loss) per share			$	0.33		$	0.38		$	0.40		$	0.10		$	(0.63	)

Weighted average shares outstanding — basic				52,851			51,576			51,170			50,651			50,304

Weighted average shares outstanding — diluted				53,564			51,714			51,193			50,651			50,304


	December 31,

	2004			2003			2002			2001			2000

Consolidated Balance Sheet Data:
Working capital (deficit)	$	(56,737	)	$	(13,065	)	$	(13,290	)	$	(3,670	)	$	19,943
Total assets		509,436			366,346			393,386			419,088			463,545
Long-term debt, including current portion		196,226			139,765			190,428			225,670			258,652
Stockholders’ equity		171,475			146,221			118,328			95,797			90,970


(1)	Effective July 1, 2001, the Company adopted the provisions of Statement of Financial Accounting Standard (SFAS) No. 141, “Business Combinations,” and the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets.” As required by SFAS 142, goodwill amortization was not recorded on new acquisitions after July 1, 2001 for fiscal year 2001 and no goodwill amortization was recorded during 2004, 2003 and 2002, respectively.

(2)	During 2000, the Company recorded an impairment loss of $2.1 million for certain capitalized software development costs, fixed assets related to the abandoned infoPIX business photograph project, as well as a cost for a proposed public offering and leasehold improvement costs of infoUSA.com, a subsidiary of the Company.

(3)	Includes the following acquisition costs: 1) $0.3 million in 2004 for various acquisitions, including Triplex, Edith Roman and OneSource, 2) $0.1 million in 2003 for various acquisitions, including Clickaction, Yesmail and Markado 3) $0.2 million related to various acquisitions made during 2002, 4) $0.5 million in 2001 for the acquisition of Polk City Directories from Equifax, Inc., and 5) $1.8 million in 2000 for the attempted acquisition of the consumer database division of R.L. Polk and $0.5 million related to the acquisitions of idEXEC, American Church Lists and Getko Direct Response. These costs are not direct costs of acquisition and therefore cannot be capitalized as part of the purchase price. Rather, these are general and administrative costs incurred in connection with the integration of these businesses.

(4)	During 2004, the Company recorded restructuring charges for severance costs of $2.9 million for 376 employees terminated during the year. During 2003, the Company recorded restructuring charges for severance costs of $1.9 million for 140 employees terminated during the year. During 2002, the Company recorded restructuring charges for severance costs of $2.5 million for 230 employees terminated during the year. During 2001, the Company recorded the following restructuring charges: 1) $2.1 million of severance costs for the termination of 265 employees, and 2) estimated lease termination costs of $2.8 million associated with the infoUSA.com Foster City, California location. During 2000, the Company recorded the following restructuring charges: 1) $2.1 million of severance costs for 350 employees terminated during December 2000, and 2) lease termination costs of $3.7 million associated with the infoUSA.com Foster City, California location.

(5)	During 2003, 2002 and 2001, the Company settled legal issues totaling $1.7 million, $0.4 million and $1.1 million, respectively, in connection with the settlement of various contractual disputes.

(6)	During 2000, infoUSA.com completed its second round of venture capital financing. As a result of the issuance of common stock of this subsidiary, the Company recorded a gain of $14.6 million.

(7)	During 2004, the Company recorded other charges totaling $3.2 million for: 1) $0.6 million for non-amortized debt issue costs and a $1.5 million premium to purchase $30.0 million of the Company’s 9¹/2% Senior Subordinated Notes, 2) $0.1 million for non-amortized debt issue costs for a prior credit facility as a result of the financing of a new Credit Facility in March 2004, and 3) $1.0 million for an other-than-temporary decline in the value of a non-marketable equity investment. During 2003, the Company recorded other charges totaling $6.4 million for: 1) $1.6 million for non-amortized debt issue costs and a $3.2 million premium to purchase $67 million of the Company’s 9¹/2% Senior Subordinated Notes, 2) $0.8 million in bank fees to amend and restate the Senior Secured Credit Facility and $0.8 million in non-amortized costs associated with the previous credit facility. During 2002, the Company recorded other charges totaling $5.5 million for: 1) a loss of $2.8 million for the net unamortized debt issue costs related to the Deutsche Bank credit facility, 2) a loss of $1.1 million for an other-than-temporary decline in the value of a nonmarketable equity investment, 3) a loss of $1.2 million

for the reclassification of an interest rate swap agreement due to the refinancing of the Company’s senior debt credit facility during the year, and 4) a loss related to the Company’s repurchase of $9.0 million of its 9¹/2% Senior Subordinated Notes. As part of the repurchases, the Company recorded a loss totaling $0.4 million for net unamortized debt issue costs related to the Senior Subordinated Notes and for amounts paid in excess of carrying value of the debt.

(8) During December 2000, the Company discontinued the operations of its VideoYellowPages.com Internet unit and recorded a loss of $4.2 million, net of tax. The loss is comprised of two components: 1) the loss of its results of operations of $3.4 million, net of tax for the full fiscal year, and 2) charges totaling $0.8 million, net of tax, for asset impairments.

(9) During 2000, the Company changed its revenue recognition method for data licensing revenue. Effective January 1, 2000, the Company began to recognize revenue on data license arrangements on a straight-line basis. This change in method was made because a growing proportion of such license revenue is from long-term and continuous access agreements. The Company believes the newly adopted method of accounting better reflects the service commitment inherent in its various license agreements. The cumulative effect of the change in method of $10.3 million is net of income tax benefit of $3.5 million.


Item 7.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*

This discussion and analysis contains forward-looking statements, including without limitation statements in the discussion of comparative results of operations, accounting standards and liquidity and capital resources, within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, which are subject to the “safe harbor” created by those sections. The Company’s actual future results could differ materially from those projected in the forward-looking statements. Some factors which could cause future actual results to differ materially from the Company’s recent results or those projected in the forward-looking statements are described in “Factors that May Affect Operating Results” below. The Company assumes no obligation to update the forward-looking statements or such factors.

GENERAL


	*Overview*


	Products and Services

We are the leading provider of sales leads and mailing lists to millions of businesses in order for them to find new prospects and grow their sales. infoUSA compiles and updates over 15 databases under one roof in Omaha, Nebraska. Our customers include salespeople, small office/home office (“SOHO”) entrepreneurs, small and medium businesses, and Fortune 2000 corporations. Our database is also part of major directory assistance search firms like Yahoo!, Google, AOL, and in-car navigation companies. Most cars with GPS devices today use infoUSA databases. Databases compiled and continually updated are as follows:


Business Databases		Consumer Databases

• 14 Million U.S. and Canadian Businesses • 11.5 Million Executives and Professionals • 5 Million Small Business Owners • 5 Million Business Addresses with Color Photos • 2.6 Million Brand New Businesses • 3.6 Million Yellow page Advertisers • 1.7 Million Bankruptcy Filers • 900,000 Global Businesses and 2 Million Executives • 600,000 Manufacturers • 410,000 Big Businesses		• 180 Million Consumers • 112 Million Households • 65 Million Homeowners • 15 Million New Movers Per Year • 3.1 Million New Homeowners Per Year

New initiatives in 2004 and 2005 include:


	•	Yellow Page Advertising Expense Report

	•	Business Address Photographs

	•	Sales Genie

	•	Credit.Net


	Sales & Marketing Strategy

infoUSA has over 4 million customers who have used our sales leads and mailing lists. They use our databases to find new customers and grow their sales. That is why the logo of infoUSA bears the mark “Sales Solutions.”

For our large clients, we distribute our databases and services through the Donnelley Group. Donnelley Marketing, the flagship Company within the Donnelley Group, was acquired by infoUSA in 1999, and has been a leader in this space since 1917. The Donnelley Group has a sales force of over 200 account executives that call on Fortune 2000 companies. These clients have a sophisticated need for databases, database marketing, and now e-mail marketing. Under the Donnelley Group, we have seven different companies that specialize in their own respective markets. These companies are Donnelley Marketing, Walter Karl, Edith Roman, Catalog Vision, Triplex, Yesmail, @Once, and OneSource. OneSource is the only company which has a true global database of 900,000 businesses and 2 million executives by title. This database is used by multinational companies for market research, prospect development, and other modeling and research applications.

More than 4 million customers have used our information in the form of sales leads, prospect lists, mailing labels, printed directories, 3 × 5 cards, computer diskettes, business credit reports, DVDs, and on the Internet. Our information is used by businesses for sales leads, mailing lists, credit decisions, market research, competitive analysis, and management of vendor relationships. Sales people and small business owners use our information for new prospects, due diligence, and other day-to-day information purposes.


	Sales Genie, Credit.Net, SalesLeadsUSA . . . Subscription Model

management software and mapping ability. For additional users the charge is $100 per user extra. This subscription product is designed for approximately 3.5 million small businesses.


	Financial Performance

Operating income for 2004 was $41.3 million, or 12% of net sales, down from $48.6 million, or 16% of net sales, for 2003. The primary reasons for the decline in operating income were (i) higher operating cost structures associated with the companies we acquired during 2004 including Triplex, Edith Roman and OneSource, and (ii) deferral of approximately $8.9 million of revenues during 2004 related to accounting for our new line of subscription products.


	Mergers and Acquisitions

Internal revenue growth is the primary objective of the Company. However, we still look for strategic acquisitions, which are opportunistic in nature. We like to acquire companies where we can get better than 25% operating margin. During 2002 and 2003, the Company acquired DoubleClick’s email deployment business, ClickAction®, Yesmail® and Markado®. As described in the notes to the accompanying financial statements, the Company acquired the following entities in 2004: (i) Triplex, a provider of direct marketing and database marketing services to nonprofit and catalog customers; (ii) Edith Roman®, a provider of list brokerage and list management services, data processing services and email marketing services; and (iii) OneSource, a provider of a global database of over 900,000 of the largest business worldwide. This database is deep in content and includes financial information and other public information.

The Company has systematically integrated the operations of the acquired companies into existing operations of the Company. In most cases, the results of operations for these acquired activities are no longer separately accounted for from existing activities. The Company cannot report the results of the operations of acquired companies upon completion of the integration as the results are “commingled” with existing results. Additionally, upon integration of the acquired operations, the Company frequently combines acquired products or features with existing products, and experiences significant cross selling of products between business units, including sales of acquired products by existing business units and sales by acquired business units of existing products. Due to recent and potential future acquisitions, future results of operations will not be comparable to historical data.


	Summary of Acquisitions

Through acquisitions, the Company has increased its presence in the consumer marketing information industry, greatly increased its ability to provide data processing and e-mail marketing solutions, added to its consumer CD-ROM/ DVD product lines, increased its presence in list management and list brokerage

services and broadened its offerings of business and consumer marketing information. The following table summarizes the more significant acquisitions:

Principal

Transaction

Business

Type of

Value

Acquired Company

Key Asset

Segment

Acquisition

Date Acquired

(in millions)(1)

Digital Directory Assistance

Consumer CD-Rom Products

infoUSA group

Asset purchase

August 1996

County Data Corporation

New Businesses Database

infoUSA group

Pooling-of-interests

November 1996

Marketing Data Systems

Data Processing Services

Donnelley group

Asset purchase

November 1996

BJ Hunter

Canadian Business Database

infoUSA group

Stock purchase

December 1996

Database America Companies

Consumer Database and Data Processing Services

Donnelley group

Stock purchase

February 1997

105

Pro CD

Consumer CD-Rom Products

infoUSA group

Asset purchase

August 1997

Walter Karl

Data Processing and List Management Services

Donnelley group

Stock purchase

March 1998

JAMI Marketing

List Management Services

Donnelley group

Asset purchase

June 1998

Contacts Target Marketing

Canadian Business Database

infoUSA group

Asset purchase

July 1998

Donnelley Marketing

Consumer Database and Data Processing Services

Donnelley group

Stock purchase

July 1999

200

American Church Lists

Religious Institution Database

infoUSA group

Stock purchase

March 2000

IdEXEC

Executives Database

Donnelley group

Asset purchase

May 2000

Getko Direct Response

Canadian Consumer Database and Data Processing Services

infoUSA group

Asset purchase

May 2000

InfoUSA.com minority interest

Internet license and products

Donnelley group

Asset purchase

August 2001

Polk City Directories

Business Directories Products

infoUSA group

Asset purchase

October 2001

DoubleClick e-mail list business

e-mail list business

Donnelley group

Asset purchase

March 2002

Hill Donnelly

Business Directories Products

infoUSA group

Asset purchase

June 2002

City Publishing

Business Directories Products

infoUSA group

Asset purchase

September 2002

ClickAction

E-mail solutions provider and e-mail list business

Donnelley group

Stock purchase

December 2002

Yesmail

E-mail solutions provider and e-mail list business

Donnelley group

Stock purchase

March 2003

Markado

E-mail solutions provider and e-mail list business

Donnelley group

Asset purchase

September 2003

Triplex

Data processing services

Donnelley group

Stock purchase

February 2004

Edith Roman

List brokerage and management services

Donnelley group

Stock purchase

June 2004

OneSource

International database and internet browser applications

Donnelley group

Stock purchase

June 2004

109


(1)	Transaction value includes total consideration paid including cash paid, debt and stock issued plus long-term debt repaid or assumed at the date of acquisition plus, in the case of DBA, a subsequent purchase price adjustment in October 1997.

In February 2005, infoUSA acquired @Once. The purchase price was $8.1 million. @Once is a retention based e-mail technology company with operations similar to Yesmail’s.

The Company frequently evaluates the strategic opportunities available and intends to pursue strategic acquisitions of complementary products, technologies or businesses that it believes fit its business strategy. In connection with future acquisitions, the Company expects that it will be required to incur additional acquisition-related charges to operations.

On February 10, 2005, the Company announced that it proposed to acquire Digital Impact, Inc. (Nasdaq: DIGI) for $2.00 per share in cash. The Company’s proposal has been communicated to the Digital Impact board of directors but has not yet resulted in a substantive discussion regarding the terms of a potential transaction. Based on publicly available information with respect to Digital Impact, based on the $2.00 per share price, the transaction would have a total equity value of approximately $74 million. At this time, there is no certainty whether this transaction will be consummated at $2.00 per share or at all.

Associated with the acquisitions previously described, the Company recorded amortization expense on goodwill and other purchased intangibles as summarized in the following table (amounts in thousands):


Fiscal Year	Amount

2000	$	32,190
2001		30,254
2002		13,310
2003		13,276
2004		15,875


	*Critical Accounting Policies and Estimates*

Our significant accounting policies are described in Note 2 to the audited Consolidated Financial Statements. Of those policies, we have identified the following to be the most critical because they are the most important to our portrayal of our results of operations and financial condition and they require subjective or complex management judgments:


	•	Revenue recognition and related estimates of valuation allowances for doubtful accounts, sales returns and other allowances;

	•	Database acquisition, development and maintenance expenses; and

	•	Valuation of long-lived and intangible assets and goodwill.

Revenue recognition. Revenue from the sale of prospect lists (paper form or electronic), mailing labels, published directories, other sales lead products and DVD and CD information products are recognized upon shipment. These product sales are typically evidenced by a written purchase order or by credit card authorization. Terms and conditions for retail channel sales of DVD and CD information products include rights of return. Accordingly, we estimate and record an allowance for product returns and reduce the amount of recognized revenue by anticipated product returns. The estimate of the product returns is made by giving consideration to the historical trends in sales and product returns, estimates of product inventory currently in the channel of distribution, and the timing and release of new product versions. List brokerage sales revenues are recognized net of costs.

Data processing and e-mail customer retention solution revenues are billed on a time and materials basis, with the recognition of revenue occurring as the services are rendered to the customer.

Revenue from the licensing of our data to third parties and the sale of our subscription-based products are recognized on a straight-line basis over the life of the agreement, when we commit to provide the customer either continuous data access (i.e., “24/7” access via the Internet) or updates of data files over a period of time. Licenses and subscriptions are evidenced by written contracts. We also license data to customers with no such commitments. In those cases, we recognize revenue when the data is shipped to the customer, provided all revenue recognition criteria have been met.

We assess collectibility of revenues and our allowance for doubtful accounts based on a number of factors, including past transaction history with the customer and the credit-worthiness of the customer. We do not request collateral from our customers. An allowance for doubtful accounts is established to record our trade accounts receivable at estimated net realizable value. If we determine that collection of revenues are not reasonably assured at or prior to the delivery of our products, we recognize revenue upon the receipt of cash. Cash-basis revenue recognition periodically occurs in those cases where we sell or license our information products to a poorly capitalized company, such as an Internet startup company. However, sales recognized on this basis are not a significant portion of our total revenues.

Database Costs. The Company’s database and production costs are generally charged to expense as incurred and relate principally to maintaining, verifying and updating its databases, fulfilling customer orders and the production of DVD/ CD titles. Costs to develop new databases are capitalized by the Company and amortized upon the successful completion of the databases, over a period ranging from one to five years. Our cost of maintaining the Company’s consumer and business databases does not necessarily vary directly with

revenues since a significant portion of the cost is the maintenance and verification of our existing data. Consequently, operating income may vary significantly with changes in revenue from period-to-period, as our ability to adjust certain elements of our cost structure is limited in the short-run.

Because we expense the costs of maintaining and verifying the Company’s existing database, our balance sheet does not include an asset for the value of our database. We believe that our databases of consumer and business information are valuable intellectual property assets. Our success in marketing our products and services depends, in large part, on our ability to maintain an accurate and reliable database of business and consumer information.

Valuation of long-lived and intangible assets and goodwill. The Company assesses the impairment of identifiable intangibles, long-lived assets and related goodwill and enterprise level goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considered important which could trigger an impairment review included the following:


	•	Significant underperformance relative to historical or projected future operating results,

	•	Significant changes in the manner or use of the acquired assets or the strategy for our overall business,

	•	Significant negative industry or economic trends,

	•	Significant decline in our stock price, and

	•	Our market capitalization relative to net book value.

When we determine that the carrying value of intangibles, long-lived assets and related goodwill and enterprise level goodwill may not be recoverable based upon the existence of one or more of the above indicators of impairment, we measure impairment based on estimated fair value of the assets. Net intangible assets, long-lived assets, and goodwill amounted to $365.3 million as of December 31, 2004.

The Company completed an impairment test as of October 31, 2004 and 2003, respectively, and determined that no impairment existed. The goodwill impairment test is a two-step process. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered to not be impaired, and the second step of the impairment test is not necessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test shall be performed to measure the amount of impairment loss. The second step is essentially a purchase price allocation exercise, which allocates the newly determined fair value of the reporting unit to the assets. For purposes of the allocation, the fair values of all assets, including both recognized and unrecognized intangible assets, are determined. The residual goodwill value is then compared to the carrying value of goodwill to determine the impairment charge.

At December 31, 2004, the Company had seven detail reporting units that possess goodwill and therefore require testing pursuant to SFAS 142. The seven detail reporting units represent a subset of the operating segments reported upon in the accompanying financial statements. These reporting units represent financial information one level lower than the reported operating segments, and these individual reporting units have discrete financial information available and have different economic characteristics.

The Company used the Gordon growth model to calculate residual values. The Gordon growth model refers to the concept of taking the residual year cash flow and determining the value of a growing, perpetual annuity. The long-term growth rate used for each reporting unit ranged from 3% to 5%. The Company used weighted average cost of capitals ranging from 13.0%to 14.4% in its discounted cash flows analysis.

The following accounting policies are also viewed by Company management as significant in the review and analysis of the Company’s operating results and financial condition.

Related party transactions. As discussed in Note 12 to the audited Consolidated Financial Statements included elsewhere in this Form 10-K, the Company has commonly entered into transactions with entities owned by Mr. Gupta, Chairman and Chief Executive Officer of the Company. The transactions are authorized by the Company’s management and board of directors to support activities related to customer relationship,

business development, new acquisitions and other strategic initiatives. Arrangements between the Company, Annapurna Corporation and other related parties are subject to periodic review by the Company’s management and board of directors.

Income Taxes. Accounting for income taxes requires significant judgments in the development of estimates used in income tax calculations. Such judgments include, but would not be limited to, the likelihood the Company would realize the benefits of net operating loss carryforwards, the adequacy of valuation allowances, and the rates used to measure transactions with foreign subsidiaries. As part of the process of preparing the Company’s financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which the Company operates. The judgments and estimates used are subject to challenge by domestic and foreign taxing authorities. It is possible that either domestic or foreign taxing authorities could challenge those judgments and estimates and draw conclusions that would cause the Company to incur tax liabilities in excess of those currently recorded. Changes in the geographical mix or estimated amount of annual pretax income could impact the Company’s overall effective tax rate.

To the extent recovery of deferred tax assets is not likely based on estimation of future taxable income in each jurisdiction, the Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. Although the Company has considered future taxable income along with prudent and feasible tax planning strategies in assessing the need for the valuation allowance, if the Company should determine that it would not be able to realize all or part of its deferred tax assets in the future, and adjustment to deferred tax assets would be charged to income in the period any such determination was made. Likewise, in the event the Company was able to realize its deferred tax assets in the future in excess of the net recorded amount, an adjustment to deferred tax assets would increase income in the period any such determination was made.

Investments. The Company records a non-cash charge to earnings when it determines that an investment has experienced an “other than temporary” decline in market value. To make this determination, the Company reviews the carrying value of its non-marketable investment securities at the end of each reporting period for impairment. Other-than-temporary impairments are generally recognized if the market value of the investment is below its current carrying value for an extended period, which the Company generally defines as six to nine months, or if the issuer has experienced significant financial declines or difficulties in raising capital to continue operations, among other factors. Future adverse changes in market conditions or poor operating results of underlying investments could result in an inability to recover the carrying value of the recorded non-marketable investment securities, thereby possibly requiring additional impairment charges in the future.

Results of Operations

The following table sets forth, for the periods indicated, certain items from the Company’s statement of operations data expressed as a percentage of net sales. The amounts and related percentages may not be fully comparable due to the Company’s acquisition of the e-mail business from DoubleClick in March 2002, Hill Donnelly in June 2002, City Publishing in September 2002, ClickAction in December 2002, Yesmail in

March 2003, Markado in September 2003, Triplex in February 2004, Edith Roman in June 2004 and OneSource in June 2004:


			Year Ended December 31,

			2004			2003			2002

Consolidated Statement of Operations Data:
Net sales				100	%		100	%		100	%
Costs and expenses:
	Database and production costs			30			28			28
	Selling, general and administrative			48			46			44
	Depreciation			4			5			5
	Amortization of intangible assets			5			4			4
	Impairment of assets			—			—			—
	Acquisition costs			—			—			—
	Non-cash stock compensation			—			—			—
	Restructuring charges			1			1			1
	Provision for litigation settlement			—			1			—

		Total costs and expenses		88			85			82

Operating income				12			15			18
Other expense, net				(4	)		(5	)		(7	)

Income before income taxes				8			10			11
Income tax expense				3			4			4

Net income				5	%		6	%		7	%


			($ in millions)
Other Data:
Sales by Segment:
	infoUSA group		$	144.6		$	155.3		$	155.4
	Donnelley group			200.3			156.0			147.1

		Total	$	344.9		$	311.3		$	302.5

Sales by Segment as a Percentage of Net Sales:
	infoUSA group			42	%		50	%		51	%
	Donnelley group			58			50			49

		Total		100	%		100	%		100	%

2004 Compared to 2003


	*Net sales*

Net sales for 2004 were $344.9 million, an increase of 11% from $311.3 million for 2003.

Net sales of the infoUSA Group segment for 2004 were $144.6 million, a 7% decrease from $155.3 million for 2003. The decrease in net sales is principally due the deferral of revenue totaling $8.9 million during 2004 related to the sale of subscription-based products.

The infoUSA Group segment principally engages in the selling of sales lead generation and consumer DVD products to small to medium sized businesses, small office and home office businesses and individual consumers. This segment also includes the sale of content via the Internet. Historically, this group has principally offered one-time sales leads products, although the group continues to migrate a growing number of customers to subscription-based products. During 2004, the Company began to sell subscription products and to defer the revenues associated with the sale of these subscription-based products. Conversions from one-

time sales to this subscription format will cause this group to experience short-term reductions in reported revenue due to the deferred revenue recognition practices associated with the sale of these types of products. Sales of subscription-based products require the Company to recognize revenues over the subscription period instead of at the time of sale.

Net sales of the Donnelley Group segment for 2004 were $200.3 million, a 28% increase from $156.0 million for 2003. The increase was principally due to the acquisition of Triplex in February 2004 and Edith Roman and OneSource in June 2004. The Donnelley Group segment principally engages in the selling of data processing services, Web-based business and financial information products and services, licensed databases, database marketing solutions, e-mail marketing solutions and list brokerage and list management services to large companies. This segment includes the licensing of databases for Internet directory assistance services.


	*Database and production costs*

Database and production costs for 2004 were $102.8 million, or 30% of net sales, compared to $87.1 million, or 28% of net sales for 2003. The increase in database and production costs principally relates to the acquisition of Triplex in February 2004 and OneSource in June 2004. These acquired companies historically had higher database and production costs structures, expressed as a percentage of net sales, than the Company’s existing businesses.


	*Selling, general and administrative expenses*

Selling, general and administrative expenses for 2004 were $166.7 million, or 48% of net sales, compared to $144.1 million, or 46% of net sales for 2003. The increase in selling, general and administrative expenses principally relates to the Company’s planned increase in direct marketing costs and the addition of sales staff beginning during the second half of 2003. Additionally, the increase is due to the acquisition of companies during 2004 including Triplex, Edith Roman and OneSource. These acquired companies historically had higher selling, general and administrative cost structures, expressed as a percentage of net sales, than the Company’s existing businesses.


	*Depreciation expense*

Depreciation expense for 2004 was $14.1 million, or 4% of net sales, compared to $14.6 million, or 5% of net sales for 2003.


	*Amortization expense*

Amortization expense for 2004 was $15.9 million, or 5% of net sales, compared to $13.3 million, or 4% of net sales for 2003. Amortization expense increased as a percentage of net sales as identifiable intangible assets recorded as part of the acquisition of OneSource totaling $31.3 million were recorded and subject to amortization. SFAS No. 142 requires the Company to complete an annual impairment test on goodwill and other intangible assets with an indefinite life rather than record amortization expense on those assets. The Company last completed impairment tests as of October 31, 2004, as required by SFAS 142, and established that no impairment exists.


	*Non-cash stock compensation expense*

During 2004, the Company recorded non-cash stock compensation expense of $0.8 million, compared to $0.2 million for 2003. These charges represent non-cash stock compensation expense related to non-employee consulting agreements. The Company will incur additional non-cash compensation expense for these consultants’ options during the vesting period of those options. The amount of compensation expense will be affected by changes in the fair value of the Company’s common stock and interest rates.


	*Litigation settlement charge*

During 2002, a principal of one of the acquisitions made by the Company in 1996 was awarded $1.7 million by an arbitrator for settlement of a dispute regarding exercise of stock options issued by the Company. During 2003, the Company determined that it was not likely to be successful in its appeal of the dispute and recorded a settlement charge of $1.7 million.


	*Restructuring costs*

The Company recorded restructuring charges (severance) during 2004 and 2003 of $2.9 million and $1.9 million, respectively, related to workforce reductions as a part of the Company’s continuing strategy to reduce unnecessary costs and focus on core operations. The workforce reduction charges included involuntary employee separation costs during 2004 and 2003 for approximately 376 and 140 employees, respectively.


	*Acquisition costs*

The Company recorded integration-related costs during 2004 and 2003 of $0.3 million and $0.1 million, respectively. Acquisition costs include costs related to unsuccessful acquisition efforts and integration-related costs including general and administrative costs, information system conversion costs and other direct integration-related charges. These costs were not directly related to the recent acquisitions of various companies, and therefore could not be capitalized as part of the acquisitions.


	*Operating income*

Including the factors previously described, the Company had operating income of $41.3 million, or 12% of net sales during 2004, compared to operating income of $48.6 million, or 15% of net sales for 2003. The decrease in operating income as a percentage of net sales is a result of the following items: 1) increased operating expenses represented as percentage of net sales associated with companies acquired in 2004 including Triplex, Edith Roman and OneSource, and 2) deferred revenue associated with the sale of subscription-based products described in the section “net sales” above.

Operating income for the infoUSA Group segment for 2004 was $45.4 million, or 31% of net sales, as compared to $48.9 million, or 32% of net sales for 2003. Operating costs for the infoUSA Group segment decreased from $106.4 million for 2003 to $99.1 million for 2004 (a net decrease of $7.3 million), although the deferral of revenue totaling $8.9 million during 2004 related to the sale of subscription-based products offset the cost savings recorded.

Operating income for the Donnelley Group segment for 2004 was $82.5 million, or 41% of net sales, as compared to $76.8 million, or 49% of net sales for 2003. The decrease in operating income as a percentage of net sales is principally due to increased operating expenses represented as percentage of net sales associated with companies acquired during 2004 including Triplex, Edith Roman and OneSource.


	*Other income (expense), net*

Other expense, net was $(12.6) million, or 4% of net sales, and $(16.8) million, or 5% of net sales, for 2004 and 2003, respectively. Other income (expense), net is comprised of interest expense, investment income and other income or expense items, which do not represent components of operating income and operating expense of the Company.

Interest expense was $9.2 million and $11.5 million for 2004 and 2003, respectively. The decrease is principally due to lower interest rates on the Company’s former credit facility refinanced in May 2003, the reduction in the amount of 9¹/2% Senior Subordinated Notes outstanding and favorable interest rates. Investment income (loss) was $(0.2) million and $1.1 million, for 2004 and 2003, respectively.

During 2004, the Company wrote-off deferred financing costs of $0.1 million related to the prior credit facility as a result of the financing on March 25, 2004 of the Credit Facility.

During 2004 the Company redeemed the remainder of its outstanding 9¹/2% Senior Subordinated Notes of $30.0 million at a premium of 4.75% to face amount. The premium paid on the redemption was $1.5 million, representing amounts paid in excess of the carrying value of the debt. As part of the redemption, the Company recorded charges of $0.6 million for net unamortized debt issue costs related to the Senior Subordinated Notes.

During 2004, the Company recorded a loss of $1.0 million for an other-than-temporary decline in the value of a nonmarketable equity investment.

During 2003, the Company purchased $67.0 million of its 9¹/2% Senior Subordinated Notes of which $11.5 million were from the Chief Executive Officer. All purchases of 9¹/2% Senior Subordinated Notes occurred at the same price and under the same terms. As part of these purchases, the Company recorded charges of $1.6 million for related net unamortized debt issue costs and $3.1 million for amounts paid in excess of the carrying value of the debt.

During 2003, the Company expensed $0.8 million for net unamortized debt issue costs and $0.8 million in bank fees associated with the refinancing of the credit facility.


	*Income taxes*

A provision for income taxes of $10.9 million and $12.1 million was recorded during 2004 and 2003, respectively, reflecting an effective income tax rate of approximately 38%.

2003 Compared to 2002


	*Net sales*

Net sales for 2003 were $311.3 million, an increase of 3% from $302.5 million in 2002. Net sales of the infoUSA Group segment for 2003 were $155.3 million, a less than 1% decrease from $155.4 million in 2002. Excluding the results of the Polk City Directories division included within this segment, the infoUSA Group segment sales were $126.7 million in 2003, up 7% from $118.3 million in 2002. The decrease in net sales for the Polk City Directories division was principally due to changes in the timing of production and delivery of certain printed directories. The infoUSA Group segment principally engages in the selling of sales lead generation and consumer DVD products to small to medium sized companies, small office and home office businesses and individual consumers. This segment also includes the sale of content via the Internet.

Net sales of the Donnelley Group segment for 2003 were $156.0 million, a 6% increase from $147.1 in 2002. The increase was principally due to the acquisition of ClickAction in December 2002, Yesmail in March 2003 and Markado in September 2003. The Donnelley Group segment principally engages in the selling of data processing services, licensed databases, database marketing solutions, e-mail marketing solutions and list brokerage and list management services to large companies. This segment includes the licensing of databases for Internet directory assistance services.


	*Database and production costs*

Database and production costs for 2003 were $84.1 million, or 28% of net sales, compared to $84.7 million, or 28% of net sales in 2002.


	*Selling, general and administrative expenses*

Selling, general and administrative expenses for 2003 were $144.1 million, or 46% of net sales, compared to $132.0 million, or 44% of net sales in 2002. The increase in selling, general and administrative expenses principally relates to the Company’s planned increase in direct marketing costs and the addition of approximately 200 sales staff during 2003. Total advertising costs increased $10.2 million to $25.3 million during 2003, up from $15.1 million during 2002. Additionally, the increase is partially due to the acquisition of various companies during 2002 and 2003, including Hill-Donnelly, City Publishing, the e-mail list business of DoubleClick, ClickAction, Yesmail and Markado. These acquired companies historically had higher selling,

general and administrative cost structures, expressed as a percentage of net sales, than the Company’s existing businesses. The increase in selling, general and administrative expense was partially offset by a decrease in bad debt expense totaling $3.4 million during 2003 compared to 2002.


	*Depreciation and amortization expenses*

Depreciation and amortization expenses for 2003 totaled $27.8 million, or 9% of net sales, compared to $28.1 million, or 9% of net sales in 2002. The Company adopted SFAS No. 142, Goodwill and Other Intangible Assets, as of January 1, 2002. SFAS No. 142 requires the Company to complete an annual impairment test on goodwill and other intangible assets with an indefinite life rather than record amortization expense on those assets. The Company completed impairment tests as of October 31, 2003, as required by SFAS 142, and established that no impairment exists.


	*Non-cash stock compensation expense*

During 2003, the Company recorded a non-cash charge of $219 thousand, compared to $52 thousand in 2002. The Company recorded non-cash stock compensation expenses related to a non-employee consulting agreement executed during 2002. The Company will incur additional non-cash compensation expense for the 2002 consultant options during the vesting period of those options. The amount of compensation expense will be affected by changes in the fair value of the Company’s common stock.


	*Restructuring costs*

The Company recorded restructuring charges during 2003 and 2002 of $1.9 million and $2.5 million, respectively, related to workforce reductions as a part of the Company’s continuing strategy to reduce unnecessary costs and focus on core operations. The workforce reduction charges included involuntary employee separation costs during 2003 and 2002 for approximately 140 and 230 employees, respectively.


	*Litigation settlement charges*

The Company recorded charges during 2003 and 2002 of $1.7 million and $0.4 million, respectively, related to the Company’s disposition of certain legal matters. On May 14, 2002, a principal of one of the acquisitions made by the Company in 1996 was awarded $1.7 million by an arbitrator for settlement of a dispute regarding exercise of stock options issued by the Company. Although the Company has appealed the arbitrator’s decision, the Company’s management recorded a litigation charge of $1.7 million during the three months ended September 30, 2003, for the arbitrators’ award.


	*Acquisition costs*

The Company recorded integration-related costs during 2003 and 2002 of $57 thousand and $181 thousand, respectively. The integration-related costs included consulting costs, information system conversion and other direct integration-related charges. These costs were not directly related to the recent acquisition of various companies, and therefore could not be capitalized.


	*Operating income*

Including the factors previously described, the Company had operating income of $48.6 million, or 16% of net sales for 2003, compared to operating income of $54.6 million, or 18% of net sales in 2002. The decrease in operating income as a percentage of net sales is a result of the following items: 1) the Company’s planned increase in direct marketing costs and the addition of sales staff, beginning during the quarter ended September 30, 2003: 2) a decline in net sales for Polk City Directories during the quarter ended September 30, 2003; 3) a litigation settlement charge of $1.7 million recorded during the quarter ended September 30, 2003; and 4) increased operating expenses represented as percentage of net sales associated with companies acquired during 2002 and 2003 including City Publishing, Hill-Donnelly, ClickAction, Yesmail and Markado.

Operating income for the infoUSA Group segment for 2003 was $48.9 million, or 32% of net sales, as compared to $60.2 million, or 39% of net sales in 2002. The decrease in operating income as a percentage of nets sales is principally due to items 1), 2) and 4) described in the preceding paragraph.

Operating income for the Donnelley Group segment for 2003 was $76.8 million, or 49% of net sales, as compared to $76.9 million, or 52% of net sales in 2002. The decrease in operating income as a percentage of net sales is principally due to increased operating expenses represented as percentage of net sales associated with companies acquired during 2002 and 2003 including ClickAction, Yesmail and Markado.


	*Other income (expense), net*

Other expense, net was $(16.8) million, or 5% of net sales, and $(21.4) million, or 7% of net sales, for 2003 and 2002, respectively. Other income or (expense), net is comprised of interest expense, investment income, minority interest in subsidiary and other income or expense items, which do not represent components of operating expense of the Company.

On May 27, 2003 the Company’s Secured Credit Facility was amended and restated to increase the credit available from $115 million to $145 million to facilitate the partial redemption of the Company’s 9¹/2% Senior Subordinated Notes. As a result of the refinancing, the Company expensed $0.8 million in non-amortized deferred financing costs associated with the issue of the previous facility and $0.7 million in bank fees associated with the new facility. During 2003, the Company purchased $67 million of its 9¹/2% Senior Subordinated Notes. As part of these purchases, the Company recorded charges of $1.7 million for related net non-amortized debt issue costs and $3.2 million for amounts paid in excess of carrying value of the debt.

Interest expense was $11.5 million and $16.1 million for 2003 and 2002, respectively. The decrease is principally due to lower interest rates on the Senior Secured Credit Facility in May 2003, the continued reduction in the amount of 9¹/2% Senior Subordinated Notes outstanding and favorable interest rates. Investment income was $1.1 million and $179 thousand, for 2003 and 2002, respectively.


	*Income taxes*

A provision for income taxes of $12.1 million and $12.7 million was recorded for 2003 and 2002, respectively. Upon the adoption of SFAS No. 142 on January 1, 2002, the Company ceased amortizing goodwill and certain intangible assets for financial reporting purposes and consequently, the amortization expense for those assets does not affect either book or taxable income in 2003 or 2002.

Liquidity and Capital Resources


	*Overview*

Our principal sources of liquidity are cash flow provided by our operating activities, our revolving credit facilities, and cash and cash equivalents on hand. Our ability to generate cash from our operations is one of our fundamental financial strengths. We use cash flows from operations, along with borrowings, to fund capital expenditures, pursue growth initiatives, make acquisitions and retire outstanding indebtedness.

The Company is not subject to significant variability in cash flows from operations. The Company’s sales (including those subject to deferred revenue recognition practices), cash receipts and cash disbursements occur fairly evenly through the course of a fiscal year. The Company is not subject to significant variations due to seasonalities in business lines.

Cash flows from operations on an annual basis have historically been well in excess of contractual obligations, including required debt payments, capital lease obligations, operating leases and other long-term obligations, and the Company believes that this financial condition will remain comparable for the foreseeable future. The Company does not anticipate utilizing cash flows from operations to fund significant capital expenditures in the foreseeable future. Additionally, the Company had $50.0 million of available borrowing capacity under its debt facilities at December 31, 2004, and has been historically successful in negotiating and obtaining additional debt financing as necessary.

The Company believes that its existing sources of liquidity and cash generated from operations will satisfy the Company’s projected working capital, debt repayments and other cash requirements for at least the next 12 months. Acquisitions of other technologies, products or companies, or internal product development efforts may require the Company to obtain additional equity or debt financing, which may not be available or may be dilutive.

The Company has announced that it proposes to acquire all of the common stock of Digital Impact. The Company anticipates that the cost of acquiring the shares of common stock of Digital Impact, based on a $2.00 per share price, would be approximately $74 million, plus transaction fees and expenses. The Company intends to obtain the necessary funds by drawing on a financing commitment provided to the Company from Wells Fargo Bank, N.A., pursuant to a commitment letter dated February 23, 2005. The commitment letter is subject to certain conditions, including the negotiation and execution of definitive loan documents satisfactory to the parties and satisfaction of the conditions to the tender offer to the Digital Impact shareholders. Upon consummation of the financing, the Company will have the ability to borrow up to $300 million, consisting of (i) a multiple advance term credit facility of $250 million and (ii) a revolving credit facility of $50 million. These loans will be secured by substantially all of the assets of the Company.


	*General Information — Debt Instruments, Financial Covenants and Sources and Uses of Cash*

On March 25, 2004, the Company financed a new Senior Secured Credit Facility administered by Wells Fargo Bank, N.A. The new credit facility provides for a $120.0 million Term A loan with a maturity date of March 2009 and a $50.0 million revolving line of credit with a maturity date of March 2007.

On June 4, 2004, the Company negotiated an amended and restated Senior Secured Credit Facility (the “Credit Facility”) administered by Wells Fargo Bank, N.A. in conjunction with the acquisition of OneSource. The Credit Facility provides for a new $80.0 million Term B loan with a maturity date of June 2010.

The Credit Facility provides for grid-based interest pricing based upon the Company’s consolidated total leverage ratio and ranges from base rate plus 1.00% to 1.75% for base rate loans and LIBOR plus 2.00% to 2.75% for use of the revolving credit facility. The term loans interest rates range from base rate plus 1.50% to 2.00% or LIBOR plus 2.50% to 3.00%. Substantially all of the assets of the Company are pledged as security under the terms of the Credit Facility. At December 31, 2004, the Term A loan had a balance of $105.0 million bearing an interest rate of 5.06%, the Term B loan had a balance of $69.6 million bearing an interest rate of 5.25% and $50.0 million was available under the revolving credit facility.

The Company is subject to certain financial covenants in the Credit Facility, including minimum consolidated fixed charge coverage ratio, maximum consolidated total leverage ratio and minimum consolidated net worth. The fixed charge coverage ratio and leverage ratio financial covenants are based on EBITDA (“Earnings before interest expense, income taxes, depreciation and amortization”), as adjusted, providing for adjustments to EBITDA for certain agreed upon items including investment income (loss), other charges (gains), asset impairments, non-cash stock compensation expense and other items defined within the Credit Facility. The Company was in compliance with all restrictive covenants of the Credit Facility as of December 31, 2004.


	*Selected Consolidated Statements of Cash Flows Information*

As of December 31, 2004, the Company’s principal sources of liquidity included $50.0 million available under the Senior Secured Credit Facility. As of December 31, 2004, the Company had a working capital deficit of $56.7 million. Included in this working capital deficit amount is deferred revenue of $53.0 million.

Net cash provided by operating activities during 2004 totaled $73.0 million compared to $56.6 million for 2003.

During 2004, the Company spent $4.4 million for additions of property and equipment and $2.6 million related to software and database development costs, compared to $5.5 million and $1.1 million, respectively during 2003.

During 2004, the Company spent a total of $110.0 million for acquisitions of businesses, net of cash acquired of $19.3 million. The Company paid $6.2 million for Triplex (net of cash acquired of $0.2 million) including capitalized acquisition costs of $0.3 million. The Company paid $12.3 million for Edith Roman (net of cash acquired of $1.2 million) including capitalized acquisition costs of $0.3 million. The Company paid $91.5 million for OneSource (net of cash acquired of $17.9 million) including capitalized acquisition costs of $1.8 million.

During 2004, the Company borrowed a total of $273.2 million in debt while making repayments on debt totaling $222.0 million during 2004. These amounts reflect activity for the financing of the acquisitions of Triplex, Edith Roman and OneSource during 2004, the refinancing of the Company’s Senior Secured Credit Facility in March 2004 and the redemption of the Company’s 9¹/2% Senior Subordinated Notes in April 2004.


	*Selected Consolidated Balance Sheet Information*

Trade accounts receivable increased to $51.7 million at December 31, 2004 from $40.9 million at December 31, 2003. The increase is principally due to the acquisition of OneSource in June 2004. The day’s sales outstanding (“DSO”) ratio, excluding list brokerage sales, for 2004 was 54 days compared to 49 days for 2003.

List brokerage trade accounts receivable increased to $19.6 million at December 31, 2004 from $12.8 million at December 31, 2003. The increase is due to the acquisition of Edith Roman in June 2004, which provides list brokerage sales operations.

Deferred marketing costs decreased to $2.6 million at December 31, 2004 from $5.5 million at December 31, 2003. The decrease is the result of the Company’s decreased spending during 2004 on direct marketing costs that are subject to deferral and amortization.

List brokerage trade accounts payable increased to $15.4 million at December 31, 2004 from $9.5 million at December 31, 2003. The increase is due to the acquisition of Edith Roman in June 2004, which provides list brokerage sales operations.

Accrued expenses increased to $7.0 million at December 31, 2004 from $0.8 million at December 31, 2003. The increase is principally due to the acquisition of OneSource in June 2004, accrued severance costs associated with the various acquisitions during 2004 and the termination of existing employees during 2004. Additionally, accrued expenses includes a hold-back amount of $1.1 million related to the acquisition of Triplex which was paid in January 2005.

Deferred revenue increased to $53.0 million at December 31, 2004 from $19.8 million at December 31, 2003. The increase is principally due to the acquisition of OneSource in June 2004.

Long-term debt, net of current portion increased to $162.1 million at December 31, 2004 from $122.5 million at December 31, 2003. The net increase is due to the financed acquisitions of Triplex, Edith Roman and OneSource during 2004.

Selected other balance sheet accounts, including prepaid expenses, accounts payable, and accrued payroll expenses, increased (decreased) moderately from their respective account balances at December 31, 2003 to their respective account balances at December 31, 2004. The increase (decrease) in these account balances is due to the acquisition of certain companies during 2004 and payment timing differences related to various general operating expenses.

The following table summarizes the Company’s contractual obligations as of December 31, 2004:


	Less than		1 to		4 to		After
	1 Year		3 Years		5 Years		5 Years

	(In thousands)
Long-term debt	$	32,299	$	55,119	$	35,073	$	71,027
Capital lease obligations		1,835		873		—		—
Operating leases		7,924		10,865		5,120		936
Unconditional purchase obligations		22,606		10,989		3,258		—
Other long-term obligations		—		—		—		—

Total cash contractual obligations	$	64,664	$	77,846	$	43,451	$	71,963

Unconditional purchase obligations include service contracts for internet, phone and data communication services, software and hardware maintenance services, consulting agreements, data processing services and data center hosting agreements.

Other than for long-term debt arrangements, the Company has historically not entered into significant long-term contractual commitments, and does not anticipate doing so in the foreseeable future. The Company principally negotiates longer-term contracts that bear terms of one year or less, although some contracts may bear terms of up to three years.

Off-Balance Sheet Arrangements

Other than rents associated with facility leasing arrangements, the Company does not engage in off-balance sheet financing activities.

Accounting Standards

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets. This Statement amends the guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions. APB 29 provided an exception to the basic measurement principle (fair value) for exchanges of similar assets, requiring that some nonmonetary exchanges be recorded on a carryover basis. SFAS 153 eliminates the exception to fair value for exchanges of similar productive assets and replaces it with a general exception for exchange transactions that do not have commercial substance, that is, transactions that are not expected to result in significant changes in the cash flows of the reporting entity. The provisions of SFAS No. 153 are effective for exchanges of nonmonetary assets occurring in fiscal periods beginning after June 15, 2005. As of December 31, 2004, management believes that SFAS No. 153 will have no significant effect on the financial position, results of operations, and cash flows of the Company.

In December 2004, the FASB revised SFAS No. 123 (revised 2004), Share-Based Payments. SFAS 123(R) eliminates the alternative to use APB Opinion 25’s intrinsic value method of accounting (generally resulting in recognition of no compensation cost) and instead requires a company to recognize in its financial statements the cost of employee services received in exchange for valuable equity instruments issued, and liabilities incurred, to employees in share-based payment transactions (e.g., stock options). The cost will be based on the grant-date fair value of the award and will be recognized over the period for which an employee is required to provide service in exchange for the award. For public entities that do not file as small business issuers, the provisions of the revised statement are to be applied prospectively for awards that are granted, modified, or settled in the first interim or annual period beginning after June 15, 2005. Additionally, public entities would recognize compensation cost for any portion of awards granted or modified after December 15, 1994, that is not yet vested at the date the standard is adopted, based on the grant-date fair value of those awards calculated under SFAS 123 (as originally issued) for either recognition or pro forma disclosures. When the Company adopts the standard on July 1, 2005, it will be required to report in its financial statements the share-based compensation expense for the last six months of 2005 and may choose to use the modified retrospective application method to restate results for the two earlier interim periods. As of December 31, 2004, management believes that adopting the new statement will have a negative impact of

approximately one cent per share (one cent per share if the modified retrospective application method is used) for the year ending December 31, 2005, representing the expense to be recognized from July 1, 2005 through December 31, 2005 for the unvested portion of awards which were granted prior to July 1, 2005.

In December 2003, the Financial Accounting Standards Board (“FASB”) revised FASB Interpretation (“FIN”) No. 46, Consolidation of Variable Interest Entities. FIN No. 46® addresses consolidation by business enterprises of certain variable interest entities. For public entities that are not small business issuers, the provisions of FIN No. 46® are effective no later than the end of the first reporting period that ends after March 15, 2004. If the variable interest entity is considered to be a special-purpose entity, FIN No. 46® shall be applied no later than the first reporting period that ends after December 15, 2003. Management has determined that adoption of this interpretation did not have any effect on the financial position, results of operations and cash flows of the Company.

In November 2003, the FASB ratified a consensus on the disclosure provisions of EITF 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (EITF 03-1). In March 2004, the FASB reached a consensus regarding the application of a three-step impairment model to determine whether investments accounted for in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and other cost method investments are other-than-temporarily impaired. However, with the issuance of FSP EITF 03-1-1, “Effective Date of Paragraphs 10-20 of EITF 03-1,” on September 30, 2004, the provisions of the consensus relating to the measurement and recognition of other-than-temporary impairments will be deferred pending further clarification from the FASB. The remaining provisions of this rule, which primarily relate to disclosure requirements, are required to be applied prospectively to all current and future investments accounted for in accordance with SFAS No. 115 and other cost method investments. The Company will evaluate the potential impact of EITF 03-1 after the FASB completes its reassessment.

Inflation

We do not believe that the rate of inflation has had a material effect on our operating results. However, inflation could adversely affect our future operating results if it were to result in a substantial weakening economic condition.

Factors That May Affect Operating Results


	*Our Internet strategy.*

The Internet is widely accepted by businesses all over the world. It is a very fluid distribution channel for information. The Company has always used the cutting edge technology to deliver its information to its customers. infoUSA was the first database company to offer its products on magnetic media, CD, DVD and also the Internet. Our Sales Genie, SalesLeadsUSA and other products are now being offered on the Internet on a subscription basis. We cannot guarantee that in the future that the Internet will be as prevalent as it is now, but we believe this will be the primary method of delivery of information.


	*Our markets are highly competitive and many of our competitors have greater resources than we do.*

The business and consumer marketing information industry in which we operate is highly competitive. Intense competition could harm us by causing, among other things, price reductions, reduced gross margins, and loss of market share. Our competition includes: Acxiom, Experian (a subsidiary of Great Universal Stores, P.L.C. (“GUS”)), Equifax, Harte-Hanks Communications, Inc. and Dun & Bradstreet©.

In addition, we may face competition from new entrants to the business and consumer marketing information industry as a result of the rapid expansion of the Internet, which creates a substantial new channel for distributing business information to the market. Many of our competitors have longer operating histories, better name recognition and greater financial resources than we do, which may enable them to implement their business strategies more readily than we can.


	*We are leveraged. If we are unable to service our debt as it becomes due, our business would be harmed.*

As of December 31, 2004, we had total indebtedness of $196.2 million. Substantially all of our assets are pledged as security under the terms of the Credit Facility.

Our ability to pay principal and interest on the indebtedness under the Credit Facility and our ability to satisfy our other debt obligations will depend upon our future operating performance. Our performance will be affected by prevailing economic conditions and financial, business and other factors. Certain of these factors are beyond our control. The future availability of revolving credit under the Credit Facility will depend on, among other things, our ability to meet certain specified financial ratios and maintenance tests. We expect that our operating cash flow should be sufficient to meet our operating expenses, to make necessary capital expenditures and to service our debt requirements as they become due. If we are unable to service our indebtedness, however, we will be forced to take actions such as reducing or delaying acquisitions and/or capital expenditures, selling assets, restructuring or refinancing our indebtedness (including the Credit Facility) or seeking additional equity capital. We may not be able to implement any such measures or obtain additional financing or terms that are favorable or satisfactory to us, if at all.


	*Fluctuations in our operating results may result in decreases in the market price of our common stock.*

Our operating results may fluctuate on a quarterly and annual basis. Our expense levels are relatively fixed and are based, in part, on our expectations as to future revenues. As a result, unexpected changes in revenue levels may have a disproportionate effect on operating performance in any given period. In some period or periods our operating results may be below the expectations of public market analysts and investors. Our failure to meet analyst or investor expectations could result in a decrease in the market price of our common stock.


	*If we do not adapt our products and services to respond to changes in technology, they could become obsolete.*

We provide marketing information and services to our customers in a variety of formats, including printed formats, electronic formats such as CD-Rom and DVD, and over the Internet. Advances in information technology may result in changing customer preferences for products and product delivery formats. If we do not successfully adapt our products and services to take advantage of changes in technology and customer preferences, our business, financial condition and results of operations would be adversely affected.

We have adopted an Internet strategy because we believe that the Internet represents an important and rapidly evolving market for marketing information products and services. Our business, financial condition and results of operations would be adversely affected if we:


	•	Fail to develop products and services that are well suited to the Internet market;

	•	Experience difficulties that delay or prevent the successful development, introduction and marketing of these products and services; or

	•	Fail to achieve sufficient traffic to our Internet sites to generate significant revenues, or to successfully implement electronic commerce operations.


	Our ability to increase our revenues will depend to some extent upon introducing new products and services, and if the marketplace does not accept these new products and services, our revenues may decline.

To increase our revenues, we must enhance and improve existing products and continue to introduce new products and new versions of existing products that keep pace with technological developments, satisfy increasingly sophisticated customer requirements, and achieve market acceptance. We believe much of our future growth prospects will rest on our ability to continue to expand into newer products and services. Products and services that we plan to market in the future are in various stages of development. We cannot

assure you that the marketplace will accept these products. If our current or potential customers are not willing to switch to or adopt our new products and services, our ability to increase revenues will be impaired.


	*Changes in laws and regulations relating to data privacy could adversely affect our business.*

We engage in direct marketing, as do many of our customers. Certain data and services provided by us are subject to regulation by federal, state and local authorities in the United States as well as those in Canada and the United Kingdom. For instance, some of the data and services that we provide are subject to regulation under the Fair Credit Reporting Act, which regulates the use of consumer credit information, and to a lesser extent, the Gramm-Leach-Bliley Act, which regulates the use of non-public personal information. We are also subject to the United Kingdom’s Data Protection Act of 1998, which became fully effective on October 24, 2001 and regulates the manner in which we can use third-party data, and recent regulatory limitations relating to use of the Electoral Roll, one of our key data sources in the United Kingdom. In addition, growing concerns about individual privacy and the collection, distribution and use of information about individuals have led to self-regulation of such practices by the direct marketing industry through guidelines suggested by the Direct Marketing Association and to increased federal and state regulation. There is increasing awareness and concern among the general public regarding marketing and privacy concerns, particularly as it relates to the Internet. This concern is likely to result in new laws and regulations. Compliance with existing federal, state and local laws and regulations and industry self-regulation has not to date seriously affected our business, financial condition or results of operations. Nonetheless, federal, state and local laws and regulations designed to protect the public from the misuse of personal information in the marketplace and adverse publicity or potential litigation concerning the collection, management or commercial use of such information may increasingly affect our operations. This could result in substantial regulatory compliance or litigation expense or a loss of revenue.


	*Our business would be harmed if we do not successfully integrate future acquisitions.*

Our business strategy includes continued growth through acquisitions of complementary products, technologies or businesses. We have made over 20 acquisitions since 1996 and completed the integration of these acquisitions into our existing business by the end of 2004. We continue to evaluate strategic opportunities available to us and intend to pursue opportunities that we believe fit our business strategy. Acquisitions of companies, products or technologies may result in the diversion of management’s time and attention from day-to-day operations of our business and may entail numerous other risks, including difficulties in assimilating and integrating acquired operations, databases, products, corporate cultures and personnel, potential loss of key employees of acquired businesses, difficulties in applying our internal controls to acquired businesses, and particular problems, liabilities or contingencies related to the businesses being acquired. To the extent our efforts to integrate future acquisitions fail, our business, financial condition and results of operations would be adversely affected.


Item 7A.	*Quantitative and Qualitative Disclosures About Market Risk*

The Company has identified interest rate risk as the Company’s primary market risk exposure. The Company is exposed to significant future earnings and cash flow exposures from significant changes in interest rates as nearly all of the Company’s debt is at variable rates. If necessary, the Company could refinance the Company’s debt to fixed rates or utilize interest rate protection agreements to manage interest rate risk. For example, each 100 basis point increase (decrease) in the interest rate would cause an annual increase (decrease) in interest expense of approximately $2.0 million. At December 31, 2004, the fair value of the Company’s long-term debt is based on quoted market prices at the reporting date or is estimated by discounting the future cash flows of each instrument at rates currently offered to the Company for similar debt instruments of comparable maturities. At December 31, 2004, the Company had long-term debt with a carrying value of $196.2 million and estimated fair value of approximately the same. The Company has no significant operations subject to risks of foreign currency fluctuations.


Item 8.	*Financial Statements and Supplementary Data*

The information required by this item (other than selected quarterly financial data which is set forth below) is incorporated by reference to the Consolidated Financial Statements included elsewhere in this Form 10-K. The following table sets forth selected financial information for each of the eight quarters in the two-year period ended December 31, 2004. This unaudited information has been prepared by the Company on the same basis as the consolidated financial statements and includes all normal recurring adjustments necessary to present fairly this information when read in conjunction with the Company’s audited consolidated financial statements and the notes thereto.


			2004 Quarter Ended												2003 Quarter Ended

			March			June			September			December			March			June			September			December
			31			30			30			31			31			30			30			31

			(In thousands, except per share amounts)
Statement of Operations Data:
Net sales			$	80,811		$	83,794		$	90,172		$	90,082		$	76,080		$	78,831		$	77,379		$	79,055
Costs and expenses:
	Database and production costs			23,861			24,823			27,634			26,520			20,900			22,240			21,416			22,518
	Selling, general and administrative			40,179			40,021			43,046			43,469			33,134			33,864			36,827			40,243
	Depreciation			3,314			3,560			3,523			3,665			3,851			3,707			3,696			3,319
	Amortization of intangible assets			3,446			3,616			4,409			4,404			3,324			3,326			3,310			3,316
	Acquisition costs(1)			3			239			79			—			13			41			—			3
	Non-cash stock compensation			182			458			(45	)		184			—			69			76			74
	Litigation settlement charges(2)			—			—			—			—			—			—			1,667			—
	Restructuring charges(3)			615			1,007			766			552			555			430			645			231

	Operating income			9,211			10,070			10,760			11,288			14,303			15,154			9,742			9,351
	Other expense, net(4)			(2,157	)		(4,083	)		(2,624	)		(3,693	)		(3,314	)		(7,260	)		(4,089	)		(2,120	)

		Income before income taxes		7,054			5,987			8,136			7,595			10,989			7,894			5,653			7,231
	Income tax expense			2,681			2,275			3,091			2,887			4,134			3,169			2,021			2,748

	Net income		$	4,373		$	3,712		$	5,045		$	4,708		$	6,855		$	4,725		$	3,632		$	4,483

	Basic earnings per share		$	0.08		$	0.07		$	0.10		$	0.09		$	0.13		$	0.09		$	0.07		$	0.09

	Diluted earnings per share		$	0.08		$	0.07		$	0.10		$	0.08		$	0.13		$	0.09		$	0.07		$	0.09

	Weighted average shares outstanding — basic			52,338			52,540			53,005			53,116			51,144			51,221			51,676			52,245

Weighted average shares outstanding — diluted				52,955			53,106			53,317			53,979			51,144			51,239			52,357			52,526


(1)	Includes the following acquisition costs: 1) $0.3 million in 2004 for various acquisitions, including Triplex, Edith Roman and OneSource, and 2) $0.1 million in 2003 for various acquisitions, including Clickaction, Yesmail and Markado. These costs are not direct costs of acquisition and therefore cannot be capitalized as part of the purchase price. Rather, these are general and administrative costs incurred in connection with the integration of these businesses.

(2)	During 2003, the Company settled legal issues totaling $1.7 million in connection with the settlement of contractual disputes.


(3)	During 2004, the Company recorded restructuring charges for severance costs of $2.9 million for 376 employees terminated during the year. During 2003, the Company recorded restructuring charges for severance costs of $1.9 million for 140 employees terminated during the year.

(4)	During 2004, the Company recorded other charges totaling $3.2 million for: 1) $0.6 million (second quarter) for non-amortized debt issue costs and a $1.5 million (second quarter) premium to purchase $30.0 million of the Company’s 9¹/2% Senior Subordinated Notes, 2) $0.1 million (first quarter) for non-amortized debt issue costs for a prior credit facility as a result of the financing of a new Credit Facility in March 2004, and 3) $1.0 million (fourth quarter) for an other-than-temporary decline in the value of a non-marketable equity investment. During 2003, the Company recorded other charges totaling $6.4 million for: 1) $1.6 million ($0.8 million second quarter, $0.8 million third quarter) for non-amortized debt issue costs and a $3.2 million ($0.2 million first quarter, $1.5 million second quarter, $1.5 million third quarter) premium to purchase $67 million of the Company’s 9¹/2% Senior Subordinated Notes, 2) $0.8 million (second quarter) in bank fees to amend and restate the Senior Secured Credit Facility and $0.8 million (second quarter) in non-amortized costs associated with the previous credit facility.


	2004 Quarter Ended												2003 Quarter Ended

	March			June			September			December			March			June			September			December
	31			30			30			31			31			30			30			31

Statement of Operations Data:
As a Percentage of Net Sales:
Net sales		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%
Costs and expenses:
Database and production costs		30			30			31			30			27			28			28			28
Selling, general and administrative		50			48			48			48			44			43			47			51
Depreciation		4			4			4			4			5			5			5			5
Amortization of intangible assets		4			4			5			5			4			4			4			4
Acquisition costs		—			—			—			—			—			—			—			—
Non-cash stock compensation		—			1			—			—			—			—			—			—
Litigation settlement charges		—			—			—			—			—			—			2			—
Restructuring charges		1			1			1			1			1			1			1			—

Total costs and expenses		89			88			88			88			81			81			87			88

Operating income		11			12			12			12			19			19			13			12
Other income (expense), net		(3	)		(5	)		(3	)		(4	)		(5	)		(9	)		(5	)		(2	)

Income before income taxes		8			7			9			8			14			10			7			10
Income taxes		3			3			3			3			5			4			2			(4	)

Net income		5	%		4	%		6	%		5	%		9	%		6	%		5	%		6	%


Item 9.	*Changes in and Disagreements with Accountants on Accounting and Financial Disclosure*

No reports under this item have been required to be filed involving a change of accountants or disagreements on accounting and financial disclosure.


Item 9A.	*Controls and Procedures*

(a) Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining “adequate internal control over financial reporting” for the Company as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.

An internal control significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. An internal control material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Management, including the Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2004 because of the following material weaknesses:


	The Company lacks the necessary depth of personnel with sufficient technical accounting expertise. Accordingly, in certain circumstances, an effective secondary review of technical accounting matters cannot be performed. As a result, improper accounting for certain complex transactions could occur, resulting in the Company reporting incorrect amounts in its financial statements.

	The Company lacks adequate processes and controls to ensure timely and accurate accounting for impairments in investments accounted for under the cost method in its financial statements. As a result, the Company was required to record an adjustment to other assets and other expenses to properly present its financial statements as of and for the year ended December 31, 2004.

Management engaged KPMG LLP, the independent registered public accounting firm that audited the Company’s financial statements included in this Annual Report on Form 10-K, to attest to and report on management’s evaluation of the Company’s internal control over financial reporting. KPMG LLP’s report is included herein.

(b) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Management notes that a total of over 100 business processes and approximately 750 controls around those processes where identified by the Company as part of its overall evaluation of the effectiveness of the Company’s internal controls over financial reporting. Based upon that evaluation and the material weaknesses described above, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2004, the Company’s disclosure controls and procedures were not adequate to enable the Company to record, process, summarize and report information required to be included in the Company’s periodic SEC filings within the required time period. Management notes that the deficiencies in disclosure

controls and procedures did not have a material impact on the Company’s operating income, net income, and earnings per share for the fourth quarter of 2004 and fiscal 2004. However, such deficiencies resulted in more than a remote likelihood that the financial statements could have been materially misstated. Furthermore, management notes that the Company has taken significant steps during the first quarter of 2005 to remediate the material weaknesses identified by management.

(c) Changes in Internal Control Over Financial Reporting

During the quarter ended December 31, 2004, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Remediation Plan

Our management, with the oversight of the Company’s Audit Committee, has devoted considerable effort to remediating the material weaknesses identified, and has made improvements in our internal controls over financial reporting to address these weaknesses. Specifically, the Company’s remediation plans are as follows:


	•	The Company is implementing a formal detailed review process of cost method investments. Cost method investments represents 0.3% of consolidated total assets of the Company in its consolidated financial statements as of December 31, 2004.

	•	The Company recently hired a new Corporate Controller with a high level of accounting expertise.

	•	The Company recently hired a new Director of Income Tax with a high level of tax expertise that is implementing improved processes and controls within the Income Tax Department.

	•	The Company is providing training to existing accounting staff so that they have the necessary expertise for their position.

	•	The Company is assessing the existing accounting personnel to ensure that individuals with the necessary expertise are placed in the appropriate positions, and if deemed necessary the Company is adding additional personnel to its staff.

We believe that these steps address the weaknesses that affected our internal controls over financial reporting in fiscal year 2004. We will continue with our on-going evaluation and will improve our internal controls over financial reporting as necessary to assure their effectiveness.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitation in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Stockholders and Board of Directors

infoUSA Inc.:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting (Item 9A(a)), that infoUSA Inc. did not maintain effective internal control over financial reporting as of December 31, 2004, because of the effect of an insufficient depth of accounting resources and insufficient policies and procedures governing the valuation of cost method investments, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). infoUSA Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency, or combination of control deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weaknesses have been identified and included in management’s assessment as of December 31, 2004:


	The Company lacks the necessary depth of personnel with sufficient technical accounting expertise. Accordingly, in certain circumstances, an effective secondary review of technical accounting matters cannot be performed. As a result, improper accounting for certain complex transactions could occur, resulting in the Company reporting incorrect amounts in its financial statements.

	The Company lacks adequate processes and controls to ensure timely and accurate accounting for impairments in investments accounted for under the cost method in its financial statements. As a result, the Company was required to record an adjustment to other assets and other expenses to properly present its financial statements as of and for the year ended December 31, 2004.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of infoUSA Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2004. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2004 consolidated financial statements, and this report does not affect our report dated March 9, 2005, which expressed an unqualified opinion on those consolidated financial statements.

In our opinion, management’s assessment that infoUSA Inc. did not maintain effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in Internal Control-Integrated Framework issued by COSO. Also, in our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control-Integrated Framework issued by COSO.

Omaha, Nebraska

March 9, 2005

Item 9B. Other Information

None.

PART III


Item 10.	*Directors and Executive Officers of the Registrant*

The required information regarding Directors of the registrant is incorporated by reference to the information under the caption “Nominees for Election at the Annual Meeting” and “Incumbent Directors whose Terms of Office Continue After the Annual Meeting” in the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held on April 29, 2005.

The required information regarding Executive Officers of the registrant is contained in Part I of this Form 10-K.

The required information regarding compliance with Section 16(a) of the Securities Exchange Act is incorporated by reference to the information under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held on April 29, 2005.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is posted on our website at www.infousa.com under the caption Investor Relations.

We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Business Conduct and Ethics by posting such information on our website, at the address and location specified above and, to the extent required by the listing standards of the Nasdaq Stock Market, by filing a Current Report on Form 8-K with the SEC, disclosing such information.


Item 11.	*Executive Compensation*

Incorporated by reference to the information under the captions “Election of Directors — Board Compensation,” “Executive Compensation,” and “Certain Transactions” in the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held on April 29, 2005.


Item 12.	*Security Ownership of Certain Beneficial Owners and Management*

Incorporated by reference to the information under the caption “Security Ownership” and “Executive Compensation — Equity Compensation Plan Table” in the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held on April 29, 2005.


Item 13.	*Certain Relationships and Related Transactions*

Incorporated by reference to the information under the captions “Certain Transactions” in the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held on April 29, 2005.


Item14.	*Principal Accountant Fees and Services*

Incorporated by reference to the information under the caption “Auditors’ Fees” in the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held on April 29, 2005.

PART IV


Item 15.	*Exhibits and Financial Statement Schedules*

(a) The following documents are filed as a part of the Report:


	1. Financial Statements. The following Consolidated Financial Statements of infoUSA Inc. and Subsidiaries and Report of Independent Registered Public Accounting Firm are included elsewhere in this Form 10-K:


Description	Page No.

infoUSA Inc. and Subsidiaries:
Report of Independent Registered Public Accounting Firm		47
Consolidated Balance Sheets as of December 31, 2004 and 2003		48
Consolidated Statements of Operations for the Years Ended December 31, 2004, 2003 and 2002		49
Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Years Ended December 31, 2004, 2003 and 2002		50
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002		51
Notes to Consolidated Financial Statements		52 - 73


	2. Financial Statement Schedule. The following consolidated financial statement schedule of infoUSA Inc. and Subsidiaries for the years ended December 31, 2004, 2003 and 2002 is filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements.


Description	Page No.

Schedule II Valuation and Qualifying Accounts		74

Schedules not listed above have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the consolidated financial statements or notes thereto.


	3. Exhibits. The following Exhibits are filed as part of, or incorporated by reference into, this report:


Exhibit
No.				Description

	3	.1	—	Certificate of Incorporation, as amended through October 22, 1999, is Incorporated herein by reference to exhibits filed with Company’s Registration Statement on Form 8-A, as amended, filed March 20, 2000
	3	.2	—	Bylaws are incorporated herein by reference to the Company’s Registration Statement on Form S-1 (File No. 33-42887), which became effective February 18, 1992
	3	.3	—	Amended and Restated Certificate of Designation of Participating Preferred Stock, filed in Delaware on October 22,1999, is incorporated herein by reference to exhibits filed with the Company’s Registration Statement on Form 8-A, as amended, Filed March 20, 2000
	4	.1	—	Preferred Share Rights Agreement is incorporated herein by reference to the Company’s Registration Statement on Form 8-A, as amended, filed March 20, 2000
	4	.2	—	Specimen of Common Stock Certificate is incorporated herein by reference to the exhibits filed with the Company’s Registration Statement on Form 8-A, as amended), filed March 20, 2000
	*4	.8	—	Amended and Restated Credit Agreement by and among infoUSA, Inc., various Lenders (defined therein) and Wells Fargo, NA dated as of June 4, 2004
	4	.9	—	Pledge Agreement by and among infoUSA, Inc., various Lenders (defined therein) and Wells Fargo, NA dated as of March 25, 2004, incorporated herein by reference to the exhibits filed with the Company’s Current Report on Form 8-K filed March 30, 2004
	4	.10	—	Security Agreement by and among infoUSA, Inc., various Lenders (defined therein) and Wells Fargo, NA dated as of March 25, 2004, incorporated herein by reference to the exhibits filed with the Company’s Current Report on Form 8-K filed March 30, 2004
	4	.11	—	Subsidiaries Guaranty Agreement by and among infoUSA, Inc., various Lenders (defined therein) and Wells Fargo, NA dated as of March 25, 2004, incorporated herein by reference to the exhibits filed with the Company’s Current Report on Form 8-K filed March 30, 2004
	*4	.12	—	Reaffirmation of and First Amendment to Subsidiaries Guaranty, Security Agreement and Pledge Agreement by and among infoUSA Inc., various lenders (defined there in) and Wells Fargo, NA dated as June 4, 2004
	10	.1	—	Form of Indemnification Agreement with Officers and Directors is incorporated herein by reference to exhibits filed with the Company’s Registration Statement on Form S-1 (File No. 33-51352), filed August 28, 1992
	10	.2	—	1992 Stock Option Plan as amended is incorporated herein by reference to exhibits filed with the Company’s Registration Statement on Form S-8 (File No. 333-37865), filed October 14, 1997
	10	.3	—	1997 Stock Option Plan as amended is incorporated herein by reference to exhibits filed with the Company’s Registration Statement on Form S-8 (File No. 333-82933), filed July 15, 1999
	10	.4	—	Employment Agreement dated February 11, 1997 between the Company and Allen F. Ambrosino, incorporated herein by reference to exhibits filed with the Company’s Annual Report on Form 10-K for the Year ended December 31, 2000
	10	.5	—	Amended and Restated Database License Agreement between Donnelley Marketing, Inc. and First Data Resources, Inc. dated as of July 23, 1999 is incorporated herein by reference to exhibits filed with the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 1999
	10	.6	—	Covenant not to compete by First Data Corporation to infoUSA Inc. dated as of July 23, 1999 is incorporated herein by reference to exhibits filed with the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 1999
	21	.1	—	Subsidiaries and State of Incorporation, filed herewith
	23	.1	—	Consent of Independent Registered Public Accounting Firm, filed herewith


Exhibit
No.				Description

	24	.1	—	Power of Attorney, filed herewith
	31	.1	—	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	.1	—	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*	Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	infoUSA INC.


	By:	/s/ Raj Das



	Raj Das
	Chief Financial Officer
	(principal accounting officer)

Dated: March 14, 2005

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date


/s/ Vinod Gupta Vinod Gupta	Chairman of the Board and Chief Executive Officer (principal executive officer)	March 14, 2005

/s/ Raj Das Raj Das	Chief Financial Officer (principal financial officer)	March 14, 2005

/s/ George F. Haddix George F. Haddix	Director	March 14, 2005

/s/ Elliot S. Kaplan Elliot S. Kaplan	Director	March 14, 2005

/s/ Harold Andersen Harold Andersen	Director	March 14, 2005

/s/ Dr. Vasant Raval Dr. Vasant Raval	Director	March 14, 2005

/s/ Richard J. Borda Richard J. Borda	Director	March 14, 2005

/s/ Martin Kahn Martin Kahn	Director	March 14, 2005

/s/ Dennis P. Walker Dennis P. Walker	Director	March 14, 2005

infoUSA INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


	Page

infoUSA Inc. and Subsidiaries:
Report of Independent Registered Public Accounting Firm		47
Consolidated Balance Sheets as of December 31, 2004 and 2003		48
Consolidated Statements of Operations for the Years Ended December 31, 2004, 2003 and 2002		49
Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Years Ended December 31, 2004, 2003 and 2002		50
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002		51
Notes to Consolidated Financial Statements		52-73
Schedule II — Valuation and Qualifying Accounts		74

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

infoUSA Inc.:

We have audited the accompanying consolidated balance sheets of infoUSA Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2004. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule for each of the years in the three-year period ended December 31, 2004, listed in Item 15(a) (2) of this Form 10-K. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of infoUSA Inc. and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. In addition, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of infoUSA Inc.’s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 9, 2005 expressed an unqualified opinion on management’s assessment of, and an adverse opinion on the effective operation of, internal control over financial reporting.

Omaha, Nebraska

March 9, 2005

infoUSA INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


			December 31,			December 31,
			2004			2003

			(In thousands, except share
			and per share amounts)
ASSETS
Current assets:
	Cash and cash equivalents		$	10,404		$	2,686
	Marketable securities			3,049			3,685
	Trade accounts receivable, net of allowances of $1,394 and $2,492, respectively			51,707			40,922
	List brokerage trade accounts receivable			19,635			12,844
	Prepaid expenses			6,544			4,985
	Income taxes receivable			—			1,046
	Deferred marketing costs			2,632			5,457

		Total current assets		93,971			71,625

Property and equipment, net				42,537			40,984
Goodwill, net				298,708			202,386
Intangible assets, net				66,578			45,223
Other assets				7,642			6,128

			$	509,436		$	366,346


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current portion of long-term debt		$	34,134		$	17,280
	Accounts payable			21,268			16,212
	List brokerage trade accounts payable			15,427			9,516
	Accrued payroll expenses			15,917			17,793
	Accrued expenses			7,028			824
	Income taxes payable			3,730			—
	Deferred income taxes			170			3,241
	Deferred revenue			53,034			19,824

		Total current liabilities		150,708			84,690

Long-term debt, net of current portion				162,092			122,485
Deferred income taxes				23,460			8,553
Deferred revenue				—			3,000
Other liabilities				1,701			1,397
Stockholders’ equity:
	Common stock, $.0025 par value. Authorized 295,000,000 shares; 53,555,331 shares issued and 53,177,737 shares outstanding at December 31, 2004 and 52,808,835 shares issued and 52,271,323 outstanding at December 31, 2003			134			132
	Paid-in capital			106,669			99,447
	Retained earnings			69,770			51,932
	Treasury stock, at cost, 377,594 shares held at December 31, 2004 and 537,512 shares held at December 31, 2003			(2,311	)		(3,247	)
	Notes receivable from officers			(334	)		(325	)
	Accumulated other comprehensive loss			(2,453	)		(1,718	)

		Total stockholders’ equity		171,475			146,221

			$	509,436		$	366,346

See accompanying notes to consolidated financial statements.

infoUSA INC. SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS


		For the Years Ended

		December 31,			December 31,			December 31,
		2004			2003			2002

		(In thousands, except per share amounts)
Net sales		$	344,859		$	311,345		$	302,516
Costs and expenses:
	Database and production costs		102,838			87,074			84,710
	Selling, general and administrative (excluding non-cash stock compensation expense of $779, $219 and $52 for years ended December 31, 2004, 2003 and 2002, respectively)		166,715			144,068			131,985
	Depreciation		14,062			14,573			14,773
	Amortization of intangible assets		15,875			13,276			13,310
	Acquisition costs		321			57			181
	Non-cash stock compensation		779			219			52
	Restructuring charges		2,940			1,861			2,531
	Provision for litigation settlement		—			1,667			417

			303,530			262,795			247,959

Operating income			41,329			48,550			54,557
Other expense, net:
	Investment income (expense)		(190	)		1,149			179
	Interest expense		(9,210	)		(11,547	)		(16,059	)
	Other charges		(3,157	)		(6,385	)		(5,528	)

	Other expense, net		(12,557	)		(16,783	)		(21,408	)
Income before income taxes			28,772			31,767			33,149
Income tax expense			10,934			12,072			12,713

Net income		$	17,838		$	19,695		$	20,436

Basic earnings per share:
	Net income	$	0.34		$	0.38		$	0.40

	Weighted average shares outstanding		52,851			51,576			51,170

Diluted earnings per share:
	Net income	$	0.33		$	0.38		$	0.40

	Weighted average shares outstanding		53,564			51,714			51,193

See accompanying notes to consolidated financial statements.

infoUSA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME

For the years ended December 31, 2004, 2003, and 2002


																		Accumulated
															Notes			Other			Total
															Receivable			Comprehensive			Stock-
					Common		Paid-In			Retained		Treasury			from			Income			holders’
					Stock		Capital			Earnings		Stock			Officers			(Loss)			Equity

					(In thousands, except share amounts)
Balances, December 31, 2001						130		93,551			11,801		(7,028	)		(1,296	)		(1,361	)		95,797

	Comprehensive income:
		Net income				—		—			20,436		—			—			—			20,436
			Change in unrealized gain (loss) on marketable securities, net of tax			—		—			—		—			—			489			489

				Total comprehensive income		—		—			20,436		—			—			489			20,925

	Issuance of 15,553 shares of common stock in connection with stock option exercises					—		88			—		—			—			—			88
	Interest on notes receivable					—		—			—		—			(47	)		—			(47	)
	Repayments on notes receivable					—		—			—		—			509			—			509
	Issuance of 200,289 shares of treasury stock for Company’s match of 401(k) plan contribution					—		(1,486	)		—		2,490			—			—			1,004
	Non-cash stock compensation expense					—		52			—		—			—			—			52

Balances, December 31, 2002						130		92,205			32,237		(4,538	)		(834	)		(872	)		118,328

	Comprehensive income:
		Net income				—		—			19,695		—			—			—			19,695
		Accumulated benefit obligation, net of tax				—		—			—		—			—			(866	)		(866	)
			Change in unrealized gain (loss) on marketable securities, net of tax			—		—			—		—			—			20			20

				Total comprehensive income		—		—			19,695		—			—			(846	)		18,849

	Issuance of 939,019 shares of common stock in connection with stock option exercises					2		5,956			—		—			—			—			5,958
	Interest on notes receivable					—		—			—		—			(9	)		—			(9	)
	Tax benefit from employee stock options					—		985			—		—			—			—			985
	Repayments on notes receivable					—		—			—		—			518			—			518
	Issuance of 221,290 shares of treasury stock for Company’s match of 401(k) plan contribution					—		82			—		1,291			—			—			1,373
	Non-cash stock compensation expense					—		219			—		—			—			—			219

Balances, December 31, 2003						132		99,447			51,932		(3,247	)		(325	)		(1,718	)		146,221

	Comprehensive income:
		Net income				—		—			17,838		—			—			—			17,838
		Foreign currency translation adjustment, net of tax				—		—			—		—			—			(213	)		(213	)
		Accumulated benefit obligation, net of tax				—		—			—		—			—			(189	)		(189	)
			Change in unrealized gain (loss) on marketable securities, net of tax			—		—			—		—			—			(333	)		(333	)

				Total comprehensive income		—		—			17,838		—			—			(735	)		17,103

	Issuance of 746,496 shares of common stock in connection with stock option exercises					2		4,880			—		—			—			—			4,882
	Interest on notes receivable					—		—			—		—			(9	)		—			(9	)
	Tax benefit from employee stock options					—		973			—		—			—			—			973
	Issuance of 159,918 shares of treasury stock for Company’s match of 401(k) plan contribution					—		590			—		936			—			—			1,526
	Non-cash stock compensation expense					—		779			—		—			—			—			779

Balances, December 31, 2004					$	134	$	106,669		$	69,770	$	(2,311	)	$	(334	)	$	(2,453	)	$	171,475

See accompanying notes to consolidated financial statements.

infoUSA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


					For the Years Ended

					December 31,			December 31,			December 31,
					2004			2003			2002

					(In thousands)
Cash flows from operating activities:
	Net income				$	17,838		$	19,695		$	20,436
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation				14,062			14,573			14,773
		Amortization of intangible assets				15,875			13,276			13,310
		Amortization of deferred financing fees				329			549			776
		Deferred income taxes				(3,435	)		3,057			(1,234	)
		Non-cash stock option compensation expense				779			219			52
		Non-cash 401(k) contribution in common stock				1,526			1,373			1,004
		Tax benefit related to employee stock options				973			985			—
		Loss on interest rate swap agreement				—			—			1,204
		(Gain) loss on sale of assets				198			(783	)		1,124
		Non-cash other charges				1,796			2,433			2,027
		Non-cash interest earned on notes from officers				(9	)		(9	)		(47	)
		Changes in assets and liabilities, net of effect of acquisitions:
			Trade accounts receivable			(1,263	)		2,190			6,079
			List brokerage trade accounts receivable			2,912			3,791			3,981
			Prepaid expenses and other assets			855			(802	)		2,819
			Deferred marketing costs			2,825			(3,711	)		312
			Accounts payable			577			930			3,618
			List brokerage trade accounts payable			(2,367	)		(3,229	)		(4,167	)
			Income taxes receivable and payable, net			6,452			(5,089	)		(743	)
			Accrued expenses and deferred revenue			13,033			7,116			(12,122	)

				Net cash provided by operating activities		72,956			56,564			53,202

Cash flows from investing activities:
	Purchases of marketable securities					(3,937	)		(3,350	)		—
	Proceeds on sale of marketable securities					2,507			747			—
	Purchase of other investments					—			—			(76	)
	Purchases of property and equipment					(4,370	)		(5,482	)		(2,867	)
	Acquisitions of businesses, net of cash acquired					(109,992	)		(5,763	)		(9,793	)
	Software development costs					(2,587	)		(1,143	)		(2,013	)

				Net cash used in investing activities		(118,379	)		(14,991	)		(14,749	)

Cash flows from financing activities:
	Repayments of long-term debt					(221,984	)		(150,784	)		(36,107	)
	Proceeds from long-term debt					273,152			100,000			—
	Deferred financing costs					(2,907	)		(864	)		(1,040	)
	Proceeds from exercise of stock options and collection of notes					4,880			6,476			597

				Net cash provided by (used in) financing activities		53,141			(45,172	)		(36,550	)

Net increase (decrease) in cash and cash equivalents						7,718			(3,599	)		1,903
Cash and cash equivalents, beginning of year						2,686			6,285			4,382

Cash and cash equivalents, end of year					$	10,404		$	2,686		$	6,285

Supplemental cash flow information:
	Interest paid				$	8,618		$	11,263		$	15,685

	Income taxes paid				$	6,783		$	12,203		$	16,297

See accompanying notes to consolidated financial statements.

infoUSA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.	General

infoUSA Inc. and its subsidiaries (the Company) provide business and consumer marketing information products and data processing services throughout the United States, Canada and the United Kingdom. These products include customized business lists, business directories and other information services.


2.	Summary of Significant Accounting Policies

Principles of Consolidation. The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash Equivalents. Cash equivalents, consisting of highly liquid debt instruments that are readily convertible to known amounts of cash and when purchased have an original maturity of three months or less, are carried at cost which approximates fair value.

Trade Accounts Receivable. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience by industry and national economic data. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

Marketable and Non-Marketable Investments. Marketable securities have been classified as available-for-sale and are therefore carried at fair value, which are estimated based on quoted market prices. Unrealized gains and losses, net of related tax effects, are reported as other comprehensive income (loss) within the statement of stockholders’ equity until realized. Realized gains and losses are determined by the specific identification method. For non-marketable investment securities in common stock where the Company has a 20 percent or less ownership interest and does not have the ability to exercise significant influence over the investee’s operating and financial policies, the cost method is used to account for the investment.

Management monitors and evaluates the financial performance of the businesses in which it invests and compares the carrying value of the investment to quoted market prices (if available), or the fair values of similar investments. When circumstances indicate that a decline in the fair value of the investment has occurred and the decline is other-than-temporary, the Company records the decline in value as a realized impairment loss and a reduction in the cost of the investment. Impairment losses from other-than-temporary declines in the fair value of the Company’s investments were $1.0 million and $1.1 million in 2004 and 2002, respectively, and are included in other charges on the accompanying consolidated statements of operations.

List brokerage trade accounts receivable and trade accounts payable. For all list brokerage services, the Company serves as a broker between unrelated parties who wish to purchase a certain list and unrelated parties who have the desired list for sale. Accordingly, the Company recognizes trade accounts receivable and trade accounts payable, reflecting a “gross-up” of the two concurrent transactions. The transactions are not structured to provide for the right of offset. List brokerage sales revenues are recognized net of costs on the accompanying consolidated statement of operations.

Advertising Costs. Direct marketing costs associated with the mailing and printing of brochures and catalogs are capitalized and amortized over six months, the period corresponding to the estimated revenue stream of the individual advertising activities. All other advertising costs are expensed as the advertising takes place. Total unamortized marketing costs at December 31, 2004 and 2003 was $2.6 million and $5.5 million,

infoUSA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

respectively. Total advertising expense for the years ended December 31, 2004, 2003, and 2002 was $23.4 million, $25.3 million, and $15.1 million, respectively.

Property and Equipment. Property and equipment (including equipment acquired under capital leases) are stated at cost and are depreciated or amortized primarily using straight-line methods over the estimated useful lives of the assets, as follows:


Building and improvements			30 years
Office furniture and equipment			7 years
Computer equipment			3 years
Capitalized equipment leases			5 years

Goodwill and Intangible Assets. Intangible assets with estimable useful lives are stated at cost and are amortized using the straight-line method over the estimated useful lives of the assets, as follows:


Distribution networks		2 years
Noncompete agreements		Term of agreements
Purchased data processing software		2 to 7 years
Database costs		1 to 5 years
Core technology costs		3 to 5 years
Customer base costs		3 to 15 years
Tradename costs		10 to 20 years
Perpetual software license agreement		10 years
Software development costs		1 to 5 years
Workforce costs		5 to 8 years

Goodwill and intangible assets represent the excess of costs over fair value of assets of businesses acquired. Goodwill resulting from acquisitions of businesses and determined to have an indefinite useful life is not subject to amortization, but instead tested for impairment at least annually in accordance with the requirements of Statement of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other Intangible Assets. During the fourth quarter of 2004, the Company completed a discounted cash flow valuation analysis for seven reporting units according to the guidance provided by SFAS No. 142. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s estimated fair value.

The Company has adopted the provisions of SFAS 142. As a result, goodwill is no longer amortized but is tested for impairment in the fourth quarter every year or more often if an event or circumstance indicates that an impairment loss has been incurred, by comparing each reporting unit’s implied fair value to its carrying value.

The goodwill impairment test is a two-step process. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered to not be impaired, and the second step of the impairment test is not necessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test shall be performed to measure the amount of impairment loss. The second step is essentially a purchase price allocation exercise, which allocates the newly determined fair value of the reporting unit to the assets. For purposes of the allocation, the fair values of all assets, including both recognized and unrecognized intangible assets, are determined. The residual goodwill value is then compared to the carrying value of goodwill to determine the impairment charge.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

segments reported upon in the accompanying financial statements. These reporting units represent financial information one level lower than the reported operating segments, and these individual reporting units have discrete financial information available and have different economic characteristics.

The Company used the Gordon growth model to calculate residual values. The Gordon growth model refers to the concept of taking the residual year cash flow and determining the value of a growing, perpetual annuity. The long-term growth rate used for each reporting unit ranged from 3% to 5%. The Company used weighted average cost of capitals ranging between 13.0% and 14.4% in its discounted cash flows analysis.

Software Capitalization. Until technological feasibility is established, software development costs are expensed as incurred. After that time, direct costs are capitalized and amortized equal to the greater of the ratio of current revenues to the estimated total revenues for each product or the straight-line method, generally ranging from one to five years for software developed for external use. Unamortized software costs included in intangible assets at December 31, 2004 and 2003, were $6.0 million and $2.1 million, respectively. Amortization of capitalized costs during the years ended December 31, 2004, 2003 and 2002, totaled approximately $1.9 million, $2.6 million, and $4.0 million, respectively.

Database Development Costs. Costs to maintain and enhance the Company’s existing business and consumer databases are expensed as incurred. Costs to develop new databases, which primarily represent direct external costs, are capitalized with amortization beginning upon successful completion of the compilation project. Database development costs are amortized straight-line over the expected lives of the databases generally ranging from one to five years. Unamortized database development costs were $461 thousand and $149 thousand at December 31, 2004 and 2003, respectively. Amortization of capitalized costs during the years ended December 31, 2004, 2003, and 2002, totaled approximately $0.1 million, $0, and $10 thousand, respectively.

Long-lived assets. All of the Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized in operating results. The impairment loss is measured using discounted cash flows or quoted market prices, when available. The Company also periodically reevaluates the remaining useful lives of its long-lived assets based on the original intended and expected future use or benefit to be derived from the assets. Changes in estimated useful lives are reflected prospectively by amortizing the remaining book value at the date of the change over the adjusted remaining estimated useful life.

Revenue Recognition. The Company’s revenue is primarily generated from the sale of its products and services and the licensing of its data to third parties. Revenue from sales lead and directory products is recognized when the product is shipped. Revenue for consumer products sold through retail distribution channels is recognized when sold by the merchant. Revenue from database and data processing services is recognized on a time and materials basis as services are rendered. Revenue from data licensing arrangements sold with updates or on a subscription basis are recognized on a straight-line basis over the term of the license or subscription.

Reserves are established for estimated returns and uncollectible amounts on sales of product where the customer has the right of return. Royalty revenue is recognized at the time it is earned under the Company’s license agreements.

Stock-based compensation. The Company and its subsidiaries account for its employee stock options using the intrinsic value method. When both the number of shares that an individual employee is entitled to receive and the option price are known at the grant date, total compensation cost for the Company’s grant of stock options to employees is measured at the grant date. Compensation cost is recognized as expense over the periods in which the employee performs the related services, which is generally presumed to be the vesting period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Statement of Financial Accounting Standard (SFAS) No. 123, Accounting for Stock-Based Compensation, permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. SFAS No. 123 also allows entities, as the Company has elected, to continue to use an intrinsic value method of measuring compensation expense and provide pro forma net income disclosure as if the fair-value method defined in SFAS No. 123 had been applied. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company’s net income would have been:


	For the Years Ended

	December 31,			December 31,			December 31,
	2004			2003			2002

	(In thousands, except per share amounts)
Net income — as reported	$	17,838		$	19,695		$	20,436
Stock based compensation expense determined under fair value based method, net of tax		(1,507	)		(2,193	)		(1,178	)

Net income — pro forma	$	16,331		$	17,502		$	19,258

Basic earnings per share — as reported		0.34			0.38			0.40

Basic earnings per share — pro forma		0.31			0.34			0.38

Diluted earnings per share — as reported		0.33			0.38			0.40

Diluted earnings per share — pro forma		0.30			0.34			0.38

The above pro forma results are not likely to be representative of the effects on reported net income for future years since options vest over several years.

The fair value of the weighted average of each year’s option grants is estimated as of the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants as of December 31, 2004: expected volatility of 59.96%; risk free interest rate of 3.53%; expected life of 3.12 years and annual dividend rate of 2%.

Compensation cost for stock options and warrants granted to non-employees and vendors is measured based upon the fair value of the stock option or warrant granted. When the performance commitment of the non-employee or vendor is not complete as of the grant date, the Company estimates the total compensation cost using a fair value method at the end of each period. Generally, the final measurement of compensation cost occurs when the non-employee or vendors related performance commitment is complete. Changes, either increases or decreases, in the estimated fair value of the options between the date of the grant and the final vesting of the options result in a change in the measure of compensation cost for the stock options or warrants. Compensation cost is recognized as expense over the periods in which the benefit is received.

Income Taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances, if any, are established when necessary to reduce deferred tax assets to the amount that is more likely than not to be realized.

Foreign Currency. For international operations, the local currency is designated as the functional currency. Accordingly, assets and liabilities are translated into U.S. Dollars at year-end exchange rates, and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

revenues and expenses are translated at average exchange rates prevailing during the year. Currency translation adjustments from local functional currency countries resulting from fluctuations in exchange rates are recorded in other comprehensive income.

Earnings Per Share. Basic earnings per share are based on the weighted average number of common shares outstanding, including contingently issuable shares. Diluted earnings per share are based on the weighted number of common shares outstanding, including contingently issuable shares, plus potentially dilutive common shares outstanding (representing outstanding stock options).

The following data show the amounts used in computing earnings per share and the effect on the weighted average number of shares of dilutive potential common stock. Certain options on shares of common stock were not included in computing diluted earnings because their effects were antidilutive.


	For the Years Ended

	December 31,		December 31,		December 31,
	2004		2003		2002

	(In thousands)
Weighted average number of shares outstanding used in basic EPS		52,851		51,576		51,170
Net additional common equivalent shares outstanding after assumed exercise of stock options		713		138		23

Weighted average number of shares outstanding used in diluted EPS		53,564		51,714		51,193

Use of Estimates. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Standards. In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets. This Statement amends the guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions. APB 29 provided an exception to the basic measurement principle (fair value) for exchanges of similar assets, requiring that some nonmonetary exchanges be recorded on a carryover basis. SFAS 153 eliminates the exception to fair value for exchanges of similar productive assets and replaces it with a general exception for exchange transactions that do not have commercial substance, that is, transactions that are not expected to result in significant changes in the cash flows of the reporting entity. The provisions of SFAS No. 153 are effective for exchanges of nonmonetary assets occurring in fiscal periods beginning after June 15, 2005. As of December 31, 2004, management believes that SFAS No. 153 will have no significant effect on the financial position, results of operations, and cash flows of the Company.

In December 2004, the FASB revised SFAS No. 123 (revised 2004), Share-Based Payments. SFAS 123® eliminates the alternative to use APB Opinion 25’s intrinsic value method of accounting (generally resulting in recognition of no compensation cost) and instead requires a company to recognize in its financial statements the cost of employee services received in exchange for valuable equity instruments issued, and liabilities incurred, to employees in share-based payment transactions (e.g., stock options). The cost will be based on the grant-date fair value of the award and will be recognized over the period for which an employee is required to provide service in exchange for the award. For public entities that do not file as small business issuers, the provisions of the revised statement are to be applied prospectively for awards that are granted, modified, or settled in the first interim or annual period beginning after June 15, 2005. Additionally, public entities would recognize compensation cost for any portion of awards granted or modified after December 15, 1994, that is not yet vested at the date the standard is adopted, based on the grant-date fair

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

value of those awards calculated under SFAS 123 (as originally issued) for either recognition or pro forma disclosures. When the Company adopts the standard on July 1, 2005, it will be required to report in its financial statements the share-based compensation expense for the last six months of 2005 and may choose to use the modified retrospective application method to restate results for the two earlier interim periods. As of December 31, 2004, management believes that adopting the new statement will have a negative impact of approximately one cent per share (one cent per share if the modified retrospective application method is used) for the year ending December 31, 2005, representing the expense to be recognized from July 1, 2005 through December 31, 2005 for the unvested portion of awards which were granted prior to July 1, 2005.

In December 2003, the Financial Accounting Standards Board (“FASB”) revised FASB Interpretation (“FIN”) No. 46, Consolidation of Variable Interest Entities. FIN No. 46® addresses consolidation by business enterprises of certain variable interest entities. For public entities that are not small business issuers, the provisions of FIN No. 46® were effective no later than the end of the first reporting period that ended after March 15, 2004. If the variable interest entity is considered to be a special-purpose entity, FIN No. 46® was to be applied no later than the first reporting period that ended after December 15, 2003. Management has determined that adoption of this interpretation did not have any effect on the financial position, results of operations and cash flows of the Company.


3.	Acquisitions

On February 2, 2004, the Company acquired all the issued and outstanding common stock of Triplex Direct Marketing Corp. (“Triplex”), a provider of direct marketing and database marketing services to nonprofit and catalog customers. The total purchase price was $7.9 million including acquisition costs of $0.3 million, of which, $6.1 million was payable in cash at closing and the remaining $1.5 million will be payable in February 2005 if Triplex satisfies all its representations, warranties, covenants and agreements. The purchase price for the acquisition has been preliminarily allocated to current assets of $2.4 million, property and equipment of $0.7 million, current liabilities of $2.6 million, and goodwill of $5.9 million. The acquisition has been accounted for under the purchase method of accounting, and accordingly, the operating results of Triplex have been included in the Company’s financial statements since the date of acquisition.

On June 4, 2004, the Company acquired all the issued and outstanding common stock of Edith Roman Associates, Inc., Database Direct, Inc. and E-Post Direct, Inc. (collectively “Edith Roman”), a provider of list brokerage and list management services, data processing services and email marketing services. The total purchase price was $13.5 million including acquisition costs of $0.3 million, of which, $6.6 million was payable in cash at closing and the remaining $6.6 million represented as a note payable in the accompanying consolidated balance sheet will be payable on June 4, 2005. The transaction is subject to purchase price adjustment represented by an adjustment for finalized working capital, net sales and other contingent items specified within the purchase agreement. The purchase price for the acquisition has been preliminarily

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

allocated to current assets of $11.3 million, property and equipment of $0.5 million, current liabilities of $10.1 million and goodwill of $11.8 million. The acquisition has been accounted for under the purchase method of accounting, and accordingly, the operating results of Edith Roman have been included in the Company’s financial statements since the date of acquisition.

On June 9, 2004, the Company acquired all the issued and outstanding common stock of OneSource Information Services, Inc. (“OneSource”). OneSource offers a global database of over 1.7 million of the largest businesses worldwide. This database is deep in content. It also includes financial information and other public information. OneSource’s primary products, the OneSource® Business Browser^SM products, are password-protected, subscription-based products that provide sales, marketing, finance, and management professionals and consultants with industry and company profiles, research reports, media accounts, executive listings and biographies, and financial information on over 1.7 million public and private companies. OneSource customers access this information over the Internet using standard Web browsers.

The total purchase price was $109.3 million, comprised of cash paid for the outstanding common stock of OneSource of $104.6 million, a merger agreement termination fee associated with the acquisition of $3.0 million and acquisition-related costs of $1.7 million. Additionally, the Company paid $2.2 million for bank financing fees associated with the transaction recorded as deferred financing costs. The purchase price for the acquisition has been preliminarily allocated to current assets of $28.2 million, property and equipment of $5.6 million, other assets of $1.5 million, current liabilities of $18.5 million (including $13.7 million of deferred revenue), other liabilities of $17.2 million and goodwill and other intangibles of $109.7 million. Goodwill and other identified intangibles include: developed technology of $9.0 million (life of 5 years), Corptech database of $2.6 million (life of 3 years), customer lists of $16.3 million (life of 6 years), tradenames and trademarks of $3.5 million (life of 20 years) and goodwill of $78.3 million. The acquisition has been accounted for under the purchase method of accounting, and accordingly, the operating results of OneSource have been included in the Company’s financial statements since the date of acquisition.

In connection with the preliminary purchase price allocation for OneSource, the Company recorded deferred revenue of $13.7 million, which is less than the carrying value recorded by OneSource at the time of the acquisition. In accordance with EITF Issue 01-03 “Accounting in a Purchase Business Combination for Deferred Revenue of an Acquiree”, the Company recorded deferred revenue at the fair value of the assumed liability for fulfillment of customer obligations plus a normal profit margin.

In September 2003, the Company purchased the assets of LTWC Corporation (“Markado”), a provider of email marketing services. Total consideration for the acquisition was cash of $1.2 million, including acquisition costs of $0.2 million. The purchase price for the acquisition was allocated to current assets of $0.3 million, property and equipment of $0.1 million and goodwill of $0.8 million.

In March 2003, the Company acquired all issued and outstanding common stock of Yesmail, Inc., a provider of email acquisition and retention services. Total consideration for the acquisition was cash of $5.4 million, including acquisition costs of $0.4 million. The purchase price for the acquisition was allocated to current assets of $4.1 million, property and equipment of $1.4 million, current liabilities of $3.8 million and goodwill of $3.7 million.

In December 2002, the Company acquired all issued and outstanding stock of ClickAction Inc., a provider of email marketing automation solutions. Total consideration for the acquisition was cash of $4.8 million, including acquisition costs of $0.7 million. The purchase price for the acquisition was allocated to current assets of $3.1 million (including cash acquired of $1.5 million), property and equipment of $1.0 million, other assets of $1.4 million, current liabilities of $1.8 million, long-term liabilities of $0.1 million and goodwill of $1.2 million.

In September 2002, the Company acquired certain assets and assumed certain liabilities of City Publishing Company, Inc., a business directory provider. Total consideration for the acquisition was cash of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$1.7 million, including acquisition costs of $0.1 million. The purchase price for the acquisition was allocated to current assets of $0.4 million, property and equipment of $20 thousand, current liabilities of $0.6 million and goodwill of $1.9 million.

In June 2002, the Company acquired certain assets and assumed certain liabilities of Hill-Donnelly Inc., a business directory provider. Total consideration for the acquisition was cash of $1.9 million, including acquisition costs of $0.1 million. The purchase price for the acquisition was allocated to current assets of $0.3 million, property and equipment of $0.2 million, current liabilities of $0.1 million and goodwill of $1.5 million.

In April 2002, the Company acquired certain assets and assumed certain liabilities of Key Contacts, Inc., a Canadian database list business. Total consideration for the acquisition was cash of $194 thousand. The purchase price for the acquisition was allocated to property and equipment of $5 thousand, current liabilities of $34 thousand and goodwill of $223 thousand.

In March 2002, the Company acquired the e-mail list business of DoubleClick, Inc. through an acquisition of assets and the assumption of certain liabilities. Total consideration for the acquisition was cash of $2.3 million, including acquisition costs of $0.3 million. The purchase price for the acquisition was allocated to current assets of $3.7 million, current liabilities of $2.0 million and goodwill of $0.6 million.

In January 2002, the Company acquired all issued and outstanding common stock of Database Concepts, Inc., a Canadian database development business. Total consideration for the acquisition was cash of $224 thousand. The purchase price for the acquisition was allocated to current assets of $44 thousand, property and equipment of $8 thousand, current liabilities of $160 thousand and goodwill of $332 thousand.

The Company accounted for these acquisitions under the purchase method of accounting and the operating results for each of these acquisitions are included in the accompanying consolidated statements of operations from the respective acquisition dates.

Assuming the acquisitions described above made during 2003 and 2004 had been acquired on January 1, 2003 and included in the accompanying consolidated statements of operations, unaudited pro forma consolidated net sales, net income and net income per share would have been as follows:


	For the Years Ended

	December 31,		December 31,
	2004		2003

	(In thousands, except per
	share amounts)
	(unaudited)
Net sales	$	375,677	$	383,585
Net income	$	12,133	$	5,502
Basic earnings per share	$	0.23	$	0.11
Diluted earnings per share	$	0.23	$	0.11

The pro forma information provided above does not purport to be indicative of the results of operations that would actually have resulted if the acquisitions were made as of those dates or of results that may occur in the future. Pro forma net income includes adjustments for interest expense, depreciation expense, amortization of intangible assets, income taxes and valuation of deferred revenue and deferred commission costs for OneSource.


4.	Marketable Securities

At December 31, 2004, marketable securities available for-sale consists of common stock and mutual funds, which the Company records at fair market value. Any unrealized holding gains or losses are excluded

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

from net income and reported as a component of comprehensive income. During 2004, the Company recorded proceeds of $2.5 million and a net realized loss of $273 thousand. During 2003, the Company recorded proceeds of $747 thousand and a net realized gain of $163 thousand. During 2002, there were no proceeds or realized gains (losses) from the sale of marketable securities.


5.	Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) were as follows:


				December 31,			December 31,
				2004			2003

				(In thousands)
Other comprehensive income (loss):
Unrealized gain (loss) from investments:
	Unrealized gains (losses)			$	(827	)	$	(291	)
	Related tax expense				314			111

			Net		(513	)		(180	)

Unrealized gain (loss) pension plan:
	Unrealized gains (losses)			$	(1701	)	$	(1,397	)
	Related tax expense				646			531

			Net		(1,055	)		(866	)

	Foreign currency translation adjustments:
		Unrealized losses			(885	)		(672	)

	Accumulated other comprehensive income (loss)			$	(2,453	)	$	(1,718	)


6.	Property and Equipment


			December 31,		December 31,
			2004		2003

			(In thousands)
Land and improvements			$	5,391	$	3,955
Buildings and improvements				35,147		33,008
Furniture and equipment				79,304		69,855
Capitalized equipment leases				15,947		15,502

				135,789		122,320
Less accumulated depreciation and amortization:
	Owned property			81,500		71,223
	Capitalized equipment leases			11,752		10,113

		Property and equipment, net	$	42,537	$	40,984

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


7.	Goodwill and Intangible Assets

Goodwill and intangible assets consist of the following:


	December 31,		December 31,
	2004		2003

	(In thousands)
Goodwill	$	357,720	$	261,398
Less accumulated amortization		59,012		59,012

	$	298,708	$	202,386
Other intangible assets:
Non-compete agreements		13,534		13,534
Core technology		13,753		4,800
Customer base		24,663		8,372
Trade names		19,259		15,815
Purchased data processing software		73,478		73,478
Acquired database costs		21,591		19,000
Perpetual software license agreement, net		2,133		2,933
Software development costs, net		5,983		2,128
Database development costs, net		461		149
Deferred financing costs		11,123		8,216

		185,978		148,425
Less accumulated amortization		119,400		103,202

	$	66,578	$	45,223

The following table summarizes activity related to goodwill, net of accumulated amortization, recorded by the Company:


	Beginning				Acquisition			Ending
Fiscal Year	Balance		Acquisition		Adjustments			Balance

2003	$	210,441	$	5,452	$	(13,507	)	$	202,386
2004	$	202,386	$	91,462	$	4,860		$	298,708

During 2004, the Company finalized the purchase price allocation for acquisitions including Yesmail and Markado and recorded subsequent adjustments for acquisitions including Triplex, Edith Roman and OneSource. During 2003, the Company finalized the purchase price allocation for several acquisitions that resulted in a reduction of goodwill and deferred tax liabilities of approximately $13.5 million.

Future amounts by calendar year for amortization of intangibles as of December 31, 2004 are as follows (in thousands):


2005	$	17,613
2006		12,912
2007		7,011
2008		5,650
2009		4,590

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


8.	Financing Arrangements

Long-term debt consists of the following:


	December 31,		December 31,
	2004		2003

	(In thousands)
9¹/2% Senior Subordinated Notes	$	—	$	30,020
Senior Secured Credit Facilities — Term A Loan		105,000		—
Senior Secured Credit Facilities — Term B Loan		69,600		—
Senior Secured Credit Facilities — Term Loan		—		88,750
Senior Secured Credit Facilities — Revolving Credit Facility		—		9,000
Mortgage note, collateralized by deed of trust. Note bears a variable interest rate of Libor plus 2.50%. Principal is due May 2014. Interest is payable monthly		10,886		—
Construction note — short term, collateralized by deed of trust. Note bears a variable interest rate of Libor plus 2.50% Interest is payable monthly		1,265		—
Mortgage note, collateralized by deed of trust. Note bears a variable interest rate of Libor plus 2.75%. Principal is due October 2006. Interest is payable monthly		—		6,860
Mortgage note, collateralized by deed of trust. Note bears a variable interest rate of Libor plus 2.50% . Principal is due August 2006. Interest is payable monthly		—		2,033
Economic development loan — State of Iowa, collateralized by deed of trust. Note is interest-free. Principal is due December 2009		155		—
Unsecured note payable — selling shareholders of Edith Roman. Note bears a fixed interest rate of 6%. Principal and interest are due June 2005		6,612		—
Capital lease obligations (See Note 15)		2,708		3,102

		196,226		139,765
Less current portion		34,134		17,280

Long-term debt	$	162,092	$	122,485

Future maturities by calendar year of long-term debt as of December 31, 2004 are as follows (in thousands):


2004	$	34,134
2005		28,886
2006		27,106
2007		26,916
2008		8,157
Thereafter		71,027

Total	$	196,226

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During 2004, the Company wrote-off deferred financing costs of $0.1 million related to the prior credit facility as a result of the financing on March 25, 2004 of the Credit Facility.

During 2004, the Company redeemed the remainder of its outstanding 9¹/2% Senior Subordinated Notes of $30.0 million at a premium of 4.75% to face amount. The premium paid on the redemption was $1.5 million, representing amounts paid in excess of the carrying value of the debt. As part of the redemption, the Company recorded charges of $0.6 million for net unamortized debt issue costs related to the Senior Subordinated Notes.

During 2003, the Company expensed $0.8 million for net unamortized debt issue costs and $0.8 million in bank fees associated with the refinancing of the credit facility.

During 2002, the Company wrote-off deferred financing costs of $2.9 million in connection with the refinancing of its Senior Secured Credit Facility. Additionally, the refinancing resulted in a loss of $1.2 million for the reclassification of interest rate swap agreement from Other Comprehensive Income (Loss) included in the Company’s consolidated balance sheet.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


9.	Income Taxes

The provision for income taxes consists of the following:


		For the Years Ended

		December 31,			December 31,			December 31,
		2004			2003			2002

		(In thousands)
Current:
	Federal	$	9,175		$	20,244		$	15,390
	Foreign		(88	)		—			—
	State		1,205			1,754			1,385

			10,292			21,998			16,775

Deferred:
	Federal		469			(9,143	)		(3,694	)
	State		173			(783	)		(368	)

			642			(9,926	)		(4,062	)

		$	10,934		$	12,072		$	12,713

The effective income tax rate for continuing operations varied from the Federal statutory rate as follows:


	For the Years Ended

	December 31,			December 31,		December 31,
	2004			2003		2002

	(In thousands)
Expected Federal income taxes at statutory rate of 35%	$	10,070		$	11,118	$	11,602
State taxes, net of Federal effects		895			631		661
Foreign dividend income		2,100			—		—
Foreign tax credit		(1,729	)		—		—
Other		(402	)		323		450

	$	10,934		$	12,072	$	12,713

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of the net deferred tax assets (liabilities) were as follows:


			December 31,			December 31,
			2004			2003

			(In thousands)
Deferred tax assets:
	Unrealized losses		$	379		$	111
	Pension plan obligation			645			531
	Accounts receivable			595			828
	Accrued vacation			1,566			1,293
	Depreciation			1,208			326
	Net operating losses			2,376			1,304

				6,769			4,393

Deferred tax liabilities:
	Intangible assets			(25,914	)		(11,816	)
	Deferred marketing costs			(1,001	)		(2,074	)
	Prepaid expenses and other assets			(3,484	)		(2,297	)

				(30,399	)		(16,187	)

		Net deferred tax liabilities	$	(23,630	)	$	(11,794	)

The Company had no valuation allowance at December 31, 2004 or 2003. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback opportunities, and tax planning strategies in making this assessment.

The Company had net operating loss carryforwards (NOL’s) for tax purposes of $6.3 million at December 31, 2004 that will begin to expire in 2017. All of the NOL’s are attributable to the pre-acquisition periods of acquired subsidiaries. The utilization of these NOL’s may be limited pursuant to Section 382 of the Internal Revenue Code as a result of these prior ownership changes.


10.	Stock Option Plans

As of December 31, 2004, 3.8 million options to purchase the Company’s Common Stock were issued and outstanding, including 3.1 million to designated officers and named directors, under the Company’s Stock Option Plan. Options have been generally granted at the stock’s fair market value on the date of grant, vest generally over a four or five year period and expire five or six years, respectively, from date of grant. Options issued to shareholders holding 10% or more of the Company’s stock have generally been issued at 110% of the stock’s fair market value on the date of grant and vest over periods ranging from five to six years with early vesting if certain financial goals are met. Certain options issued to directors at the stock’s fair market value vested immediately and expire five years from grant date. During 2004, the Company issued options at 150% of the stock’s fair market value on the date of grant with a vesting period of 10 years. As of December 31, 2004, 0.8 million shares were available for granting additional options.

In October 2001, the Company implemented a stock option program for certain executive employees whereby fully vested options to purchase 320,000 shares of common stock were issued at fair value on the grant date. The options were immediately exercised by the employees and, in lieu of cash for the exercise price, the Company accepted full recourse notes receivable of $1.2 million from the employees for the exercise

infoUSA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

price. The notes receivable bear interest at an annual rate of 5%. The grant of stock options has been accounted for using fixed plan accounting under APB 25 because, in management’s view, the interest rates on the notes are at market rates, the employees have sufficient personal assets to back the notes and the Company has the intent to exercise its recourse rights against the employee’s personal assets in the event of a default. At December 31, 2004 and 2003, the notes receivable had a balance of $334 thousand and $325 thousand, respectively, and is in the equity section of the consolidated balance sheets.

The Company previously granted non-qualified stock options to non-employee consultants of the Company in connection with consulting agreements executed by the Company. The options vest evenly over four years and have a five-year life. The fair value of the options were estimated, as of the grant date, using the Black-Scholes option pricing model and are updated at each balance sheet date. As such, the Company has recorded a non-cash charge of $779 thousand, $219 thousand and $52 thousand related to stock options granted to the consultants during 2004, 2003 and 2002, respectively. The charges were recorded as an addition to paid-in capital.

The following information relates to options to purchase the Company’s common stock:


	December 31, 2004					December 31, 2003					December 31, 2002

	Weighted Average					Weighted Average					Weighted Average
	Exercise					Exercise					Exercise

	Shares			Price		Shares			Price		Shares			Price

Outstanding beginning of period		4,790,085		$	7.98		5,560,384		$	8.08		6,547,402		$	8.54
Granted		45,000			14.58		1,405,000			7.38		1,300,000			9.82
Exercised		(746,496	)		6.47		(939,019	)		6.35		(15,553	)		5.75
Forfeited/expired		(298,897	)		7.88		(1,236,280	)		8.99		(2,271,465	)		10.17

Outstanding end of period		3,789,692		$	8.38		4,790,085		$	7.98		5,560,384		$	8.08

Options exercisable at end of period		2,474,067		$	8.32		2,355,230		$	7.80		3,014,616		$	7.65

Shares available for options that may be granted		770,709					621,970					901,753

Weighted-average grant date fair value of options, granted during the period — exercise price equals stock price at grant				$	7.89				$	4.79				$	6.49

infoUSA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes information about stock options outstanding at December 31, 2004:


	Options Outstanding						Options Exercisable

			Weighted-
			Average		Weighted-				Weighted-
			Remaining		Average				Average
	Number		Contractual		Exercise		Number		Exercise
Range of Exercise Prices	Outstanding		Life		Price		Exercisable		Price

$ 4.37 to $ 5.83		55,000		3.3 years	$	5.01		55,000	$	5.01
$ 5.83 to $ 7.29		708,692		1.8 years		6.56		515,697		6.69
$ 7.29 to $ 8.75		2,206,000		2.5 years		8.34		1,390,148		8.41
$ 8.75 to $10.21		765,000		2.3 years		9.99		503,222		10.00
$10.21 to $11.66		0		0.0 years		0.00		0		0.00
$11.66 to $13.12		10,000		0.0 years		12.63		10,000		12.63
$13.12 to $14.58		45,000		9.4 years		14.58		0		0.00

$ 4.37 to $14.58		3,789,692		2.4 years	$	8.38		2,474,067	$	8.32


11.	Savings Plan

Employees who meet certain eligibility requirements can participate in the Company’s 401(k) Savings and Investment Plan. Under the Plan, the Company may, at its discretion, match a percentage of the employee contributions. The Company recorded administration expenses for matching contributions totaling $2.0 million, $1.6 million and $1.6 million in the years ended December 31, 2004, 2003 and 2002, respectively.

The Company can make matching contributions to its 401(k) Plan using treasury stock or in cash. Contribution expense is measured as the fair value of the Company’s common stock on the date of the grant. During 2004, the Company contributed 159,918 shares at a recorded value of $1.5 million. During 2003, the Company contributed 221,291 shares at a recorded value of $1.4 million. During 2002, the Company contributed 200,289 shares at a recorded value of $1.0 million.


12.	Related Party Transactions

Annapurna Corporation, which is 100% owned by Mr. Gupta, the Company’s Chairman and Chief Executive Officer, has fractional ownership in certain aircraft with NetJets. Annapurna Corporation bills the Company when the Company’s employees and officers use the aircraft. The Company paid a total of $1.5 million, $2.2 million and $2.2 million in 2004, 2003 and 2002, respectively, to Annapurna Corporation for usage of the aircraft and related services. The Company capitalized acquisition costs related to these payments of $0.5 million, $0.7 million and $0.6 million in 2004, 2003 and 2002, respectively. The charges by Annapurna Corporation to the Company are comparable to those charged by other services such as Marquis, and without any commitment by the Company.

During 2004, the Company purchased from NetJets fractional ownership interests in two airplanes at a total cost of $2.7 million. The fractional ownership interests in the two airplanes were previously owned by Mr. Gupta, who sold them to NetJets at the same time the Company made the purchase of the aircraft.

The Company paid a total of $590 thousand and $182 thousand of discretionary bonuses in 2004 and 2003, respectively, to entities wholly owned by certain executive officers of the Company, excluding Mr. Gupta.

The Company has retained the law firm of Robins, Kaplan, Miller & Ciresi L.L.P. to provide certain legal services. Elliot Kaplan, a director of the Company, is a name partner and former Chairman of the Executive

infoUSA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Board of Robins, Kaplan, Miller & Ciresi L.L.P. The Company paid a total of $576 thousand, $428 thousand and $685 thousand to this law firm during 2004, 2003 and 2002, respectively.

During 2003, the Company purchased the rights to a skybox at a local university stadium for $617 thousand from Annapurna Corporation. The cost covers the remaining 21 years of the lease and has been recorded in other assets on the accompanying consolidated balance sheet. The Company also purchased $11.5 million of its 9¹/2% Senior Subordinated Notes from Mr. Gupta at the same terms and prices offered to unrelated parties.

Mr. Gupta was eligible for a cash bonus in 2002 based on Company performance. The criteria for Mr. Gupta’s bonus specified that he would receive 10% of the Company’s adjusted EBITDA in excess of $80 million. In January 2002, the Company paid an advance of $1.5 million to Mr. Gupta (based on the Company’s 2001 performance) to be off set against any 2002 bonus payable to Mr. Gupta pursuant to his bonus program. The advance was to be applied to part of or his entire 2002 bonus or repaid by Mr. Gupta by January 2004. In May 2002, Mr. Gupta repaid $0.6 million of the original advance, leaving an advance balance of $0.9 million. Mr. Gupta’s 2002 bonus was determined to be $0.4 million. The remaining balance of $0.5 million was awarded as bonus for 2003 and prepaid salary for 2004, resulting in the note receivable being paid in full.

During 2002, the Company paid Everest Asset Management $415 thousand for acquisition-related expenses on certain acquisition transactions. Everest Asset Management is 100% owned by Mr. Gupta.

During 2001, the Company invested $1 million in the Everest³ Fund, a blend of three index funds (S&P 500, Dow Jones and NASDAQ 100). Everest Funds Management LLC manages the fund. Mr. Gupta, who is the Chairman and Chief Executive Officer of the Company, owns 100% of the voting stock in Everest Funds Management LLC. During 2004, the Company liquidated its investment in the Everest³ Fund.


13.	Supplemental Cash Flow Information

The Company made certain acquisitions during 2004, 2003 and 2002 (See Note 3) and assumed liabilities as follows:


	2004			2003			2002

	(In thousands)
Fair value of assets acquired	$	175,392		$	9,885		$	13,509
Cash paid		(109,992	)		(5,763	)		(9,793	)

Liabilities assumed	$	65,400		$	4,122		$	3,716

The Company acquired property and equipment under capital lease obligations or financing arrangements totaling $5.3 million, $1.8 million and $0.7 million, in the years ended December 31, 2004, 2003 and 2002, respectively.

infoUSA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


14.	Fair Value of Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at December 31, 2004 and 2003. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties.

The carrying amounts shown in the following table are included in the consolidated balance sheets under the indicated captions.


		December 31, 2004				December 31, 2003

		Carrying				Carrying
		Amount		Fair Value		Amount		Fair Value

				(unaudited)				(unaudited)
		(Amounts in thousands)
Financial assets:
	Cash and cash equivalents	$	10,404	$	10,404	$	2,686	$	2,686
	Marketable securities		3,049		3,049		3,685		3,685
	Other assets — nonmarketable investment securities		1,706		1,706		2,494		2,494
	Financial liabilities:
	Long-term debt		196,226		194,398		139,765		141,190

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents. The carrying amounts approximate fair value because of the short maturity of those instruments.

Marketable securities. The fair values of debt securities and equity investments are based on quoted market prices at the reporting date for those or similar investments.

Other assets, including non-marketable investment securities. Investments in companies not traded on organized exchanges are valued on the basis of comparisons with similar companies whose shares are publicly traded. Values for companies not publicly traded on organized exchanges may also be based on analysis and review of valuations performed by others independent of the Company.

Long-term debt. The 9¹/2% Senior Subordinated Notes due June 2008 are valued based on quoted market prices at the reporting date. The Company repurchased all of the outstanding Notes during 2004. All other debt obligations are valued at the discounted amount of future cash flows.


15.	Commitments and Contingencies

Under the terms of its capital lease agreements, the Company is required to pay ownership costs, including taxes, licenses and maintenance. The Company also leases office space under operating leases expiring at various dates through 2010. Certain of these leases contain renewal options. Rent expense on operating lease agreements was $7.1 million, $6.6 million, and $5.9 million in the years ended December 31, 2004, 2003 and 2002, respectively.

infoUSA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Following is a schedule of the future minimum lease payments as of December 31, 2004:


	Capital			Operating

	(In thousands)
2005	$	1,883		$	7,924
2006		742			5,856
2007		187			5,009
2008		—			3,531
2009		—			1,589
Thereafter		—			936

Total future minimum lease payments		2,812		$	24,845

Less amounts representing interest		(104	)

Present value of net minimum lease payments	$	2,708

The Company and its subsidiaries are involved in other legal proceedings, claims and litigation arising in the ordinary course of business. Management believes that any resulting liability should not materially affect the Company’s financial position, results of operations, or cash flows.


16.	Acquisition Costs, Litigation Settlement Charges and Restructuring Charges

During 2004, the Company recorded acquisition costs of $0.3 million for various acquisitions, including Triplex, Edith Roman and OneSource. During 2003, the Company recorded acquisition costs $0.1 million for various acquisitions, including Clickaction, Yesmail and Markado. During 2002, the Company recorded acquisition costs of $0.2 million for various acquisitions, including the email list business of DoubleClick, Hill Donnelly, City Publishing and ClickAction. These costs are not direct costs of acquisition and therefore cannot be capitalized as part of the purchase price. Rather, these are general and administrative costs incurred in connection with the integration of these businesses.

On May 14, 2002, a principal of one of the acquisitions made by the Company in 1996 was awarded $1.7 million by an arbitrator for settlement of a dispute regarding exercise of stock options issued by the Company. Although the Company appealed the arbitrator’s decision, the Company’s management, under advise from outside counsel, determined during 2003 that the Company was not likely to be successful in the appeal. Consequently, the Company recorded a litigation charge of $1.7 million. During 2002, the Company settled legal issues totaling $0.4 million in connection with the settlement of contractual disputes.

The Company recorded restructuring charges (severance) during 2004, 2003 and 2002 of $2.9 million, $1.9 million and $2.5 million, respectively, related to workforce reductions as a part of the Company’s continuing strategy to reduce unnecessary costs and focus on core operations. The workforce reduction charges included involuntary employee separation costs during 2004, 2003 and 2002 for approximately 376, 140 and 230 employees, respectively.

As of December 31, 2004, an outstanding accrual of $0.6 million was included in the accompanying consolidated balance sheet for severance costs remaining to be paid.

infoUSA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes activity related to the restructuring charges recorded by the Company, including the liability accrual balances:


					Amounts
	Beginning		Amounts		Recorded as Part		Amounts		Ending
Fiscal Year	Accrual		Expensed		of Acquisitions		Paid		Accrual

	(In thousands)
2002	$	79	$	2,531	$	693	$	1,883	$	1,420
2003	$	1,420	$	1,861	$	326	$	3,360	$	247
2004	$	247	$	2,940	$	1,577	$	4,135	$	629


17.	Stock Combination and Stockholders Rights Plan

The Company has a stockholder rights plans with respect to its common stock. The rights are not exercisable until ten days after a person or group announces the acquisition of 15% or more of the Company’s voting stock or announces a tender offer for 15% or more of the Company’s outstanding common stock. Each right entitles the holder to purchase common stock at one half the stock’s market value. The rights are redeemable at the Company’s option for $0.001 per Right at any time on or prior to public announcement that a person has acquired 15% or more of the Company’s voting stock. The rights are automatically attached to and trade with each share of common stock.


18.	Other Charges

During 2004, the Company wrote-off deferred financing costs of $0.1 million related to the prior credit facility as a result of the financing on March 25, 2004 of the Credit Facility.

During 2004, the Company recorded a loss of $1.0 million for an other-than-temporary decline in the value of a nonmarketable equity investment.

During 2003, the Company expensed $0.8 million for net unamortized debt issue costs and $0.8 million in bank fees associated with the refinancing of the credit facility.

During 2002, the Company recorded other charges totaling $5.5 million for: 1) a loss of $2.8 million for the net unamortized debt issue costs related to the Deutsche Bank credit facility, 2) a loss of $1.1 million for another-than-temporary decline in the value of a nonmarketable equity investment, 3) a loss of $1.2 million for the reclassification of an interest rate swap agreement due to the refinancing of the Company’s senior debt credit facility during the year, and 4) a loss related to the Company’s repurchase of $9.0 million of its 9¹/2% Senior Subordinated Notes. As part of the repurchases, the Company recorded a loss totaling $0.4 million for net unamortized debt issue costs related to the Senior Subordinated Notes and for amounts paid in excess of carrying value of the debt.

infoUSA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


19.	Segment Information

The Company currently reports financial information on two business segments.

The infoUSA Group (formerly known as the Small Business segment) licenses its sales leads, mailing lists, databases, and other database marketing services to small and medium size businesses, entrepreneurs, professionals, and sales executives. This segment also includes the sale of our database content on the Internet.

The Donnelley Group (formerly known as the Large Business segment) provides licensing of the infoUSA database, direct marketing services, database marketing services, e-mail marketing services, and list brokerage and list management services to large businesses, i.e. businesses with 1,000 or more employees.

The infoUSA Group and Donnelley Group reflect actual net sales, order production costs, identifiable direct sales and marketing costs. The remaining indirect costs are presented as a reconciling item in corporate activities.

The corporate activities group includes the compilation of our proprietary databases, such as 14 million businesses, 180 million consumers, 3.1 million new homeowners, 15.0 million new movers, 2.6 million new business formations and other databases. They also include the cost for database verification, administrative function of the company and other identified gains (losses).

The Company accounts for property and equipment on a consolidated basis. The Company’s property and equipment is shared by the Company’s business segments. Depreciation expense is recorded in corporate activities.

Goodwill, net of accumulated amortization for the Donnelley Group segment increased from $161.2 million at December 31, 2003 to $257.5 million at December 31, 2004. The increase in goodwill is due to the acquisition of Triplex in February 2004, OneSource in June 2004 and Edith Roman in June 2004.

The Company has no intercompany sales or intercompany expense transactions. Accordingly, there are no adjustments necessary to eliminate amounts between the Company’s segments. The following table summarizes segment information:


	For the Year Ended December 31, 2004

	infoUSA		Donnelley		Corporate			Consolidated
	Group		Group		Activities			Total

	(In thousands)
Net sales	$	144,541	$	200,318	$	—		$	344,859
Non-cash stock compensation		—		—		779			779
Restructuring charges		—		—		2,940			2,940
Acquisition costs		—		—		321			321
Operating income (loss)		45,430		82,525		(86,444	)		41,329
Investment income		—		—		(190	)		(190	)
Interest expense		—		—		(9,210	)		(9,210	)
Other charges		—		—		(3,157	)		(3,157	)
Income (loss) before income taxes		45,430		82,525		(99,001	)		28,772
Goodwill, net of amortization		41,255		257,453		—			298,708

infoUSA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	For the Year Ended December 31, 2003

	infoUSA		Donnelley		Corporate			Consolidated
	Group		Group		Activities			Total

	(In thousands)
Net sales	$	155,363	$	155,982	$	—		$	311,345
Non-cash stock compensation		—		—		219			219
Restructuring charges		—		—		1,861			1,861
Provision for litigation settlement		—		—		1,667			1,667
Acquisition costs		—		—		57			57
Operating income (loss)		48,923		76,778		(77,151	)		48,550
Investment income		—		—		1,149			1,149
Interest expense		—		—		(11,547	)		(11,547	)
Other charges		—		—		(6,385	)		(6,385	)
Income (loss) before income taxes		48,923		76,778		(93,934	)		31,767
Goodwill, net of amortization		41,152		161,234		—			202,386


	For the Year Ended December 31, 2002

	infoUSA		Donnelley		Corporate			Consolidated
	Group		Group		Activities			Total

	(In thousands)
Net sales	$	155,455	$	147,061	$	—		$	302,516
Non-cash stock compensation		—		—		52			52
Restructuring charges		—		—		2,531			2,531
Provision for litigation settlement		—		—		417			417
Acquisition costs		—		—		181			181
Operating income (loss)		60,154		76,920		(82,517	)		54,557
Investment income		—		—		179			179
Interest expense		—		—		(16,059	)		(16,059	)
Other charges		—		—		(2,675	)		(2,675	)
Income (loss) before income taxes		60,154		76,920		(101,072	)		36,002
Goodwill, net of amortization		41,025		169,416		—			210,441


20.	Subsequent Event

On January 31, 2005, the Company acquired @Once, a provider of retention based email services. The total purchase price was $8.1 million.

On February 10, 2005, the Company announced that it has proposed to acquire Digital Impact, Inc. (Nasdaq: DIGI) for $2.00 per share in cash. The Company’s proposal has been communicated to the Digital Impact board of directors but has not yet resulted in a substantive discussion regarding the terms of a potential transaction. Based on the latest publicly available information, as of February 10, 2005, Digital Impact had approximately 36.9 million shares of common stock outstanding, and as of March 31, 2004 Digital Impact had approximately 1,786,000 options to purchase common stock outstanding and with an exercise price below the $2.00 per share purchase price under the tender offer, giving the transaction a total equity value (excluding 1,637,000 shares of common stock held by the Company) of approximately $74 million. At this time, there is no certainty whether this transaction will be consummated at $2.00 per share or at all.

infoUSA INC. AND SUBSIDIARIES

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS


				Additions

		Balance at		Charged to		Charged to						Balance at
		Beginning		Costs and		Other						End of
Description		of Period		Expenses		Accounts*			Deductions			Period

		(In thousands)
Allowance for doubtful accounts receivable:										(A	)
	December 31, 2002	$	2,955	$	3,843	$	(488	)	$	3,336		$	2,974
	December 31, 2003	$	2,974	$	2,959	$	231		$	3,984		$	2,180
	December 31, 2004	$	2,180	$	2,372	$	(100	)	$	3,058		$	1,394
Allowance for sales returns:										(B	)
	December 31, 2002	$	1,714	$	1,782	$	—		$	2,797		$	699
	December 31, 2003	$	699	$	1,339	$	—		$	1,726		$	312
	December 31, 2004	$	312	$	77	$	—		$	389		$	—


*		Recorded as a result of acquisitions

(A)		Charge-offs during the period indicated

(B)		Returns processed during the period indicated

See accompanying independent auditors’ report.

EXHIBIT INDEX


Exhibit
No.				Description

	3	.1	—	Certificate of Incorporation, as amended through October 22, 1999, is Incorporated herein by reference to exhibits filed with Company’s Registration Statement on Form 8-A, as amended, filed March 20, 2000
	3	.2	—	Bylaws are incorporated herein by reference to the Company’s Registration Statement on Form S-1 (File No. 33-42887), which became effective February 18, 1992
	3	.3	—	Amended and Restated Certificate of Designation of Participating Preferred Stock, filed in Delaware on October 22,1999, is incorporated herein by reference to exhibits filed with the Company’s Registration Statement on Form 8-A, as amended, Filed March 20, 2000
	4	.1	—	Preferred Share Rights Agreement is incorporated herein by reference to the Company’s Registration Statement on Form 8-A, as amended, filed March 20, 2000
	4	.2	—	Specimen of Common Stock Certificate is incorporated herein by reference to the exhibits filed with the Company’s Registration Statement on Form 8-A, as amended), filed March 20, 2000
	*4	.8	—	Amended and Restated Credit Agreement by and among infoUSA, Inc., various Lenders (defined therein) and Wells Fargo, NA dated as of June 4, 2004
	4	.9	—	Pledge Agreement by and among infoUSA, Inc., various Lenders (defined therein) and Wells Fargo, NA dated as of March 25, 2004, incorporated herein by reference to the exhibits filed with the Company’s Current Report on Form 8-K filed March 30, 2004
	4	.10	—	Security Agreement by and among infoUSA, Inc., various Lenders (defined therein) and Wells Fargo, NA dated as of March 25, 2004, incorporated herein by reference to the exhibits filed with the Company’s Current Report on Form 8-K filed March 30, 2004
	4	.11	—	Subsidiaries Guaranty Agreement by and among infoUSA, Inc., various Lenders (defined therein) and Wells Fargo, NA dated as of March 25, 2004, incorporated herein by reference to the exhibits filed with the Company’s Current Report on Form 8-K filed March 30, 2004
	*4	.12	—	Reaffirmation of and First Amendment to Subsidiaries Guaranty, Security Agreement and Pledge Agreement by and among infoUSA Inc., various lenders (defined there in) and Wells Fargo, NA dated as June 4, 2004
	10	.1	—	Form of Indemnification Agreement with Officers and Directors is incorporated herein by reference to exhibits filed with the Company’s Registration Statement on Form S-1 (File No. 33-51352), filed August 28, 1992
	10	.2	—	1992 Stock Option Plan as amended is incorporated herein by reference to exhibits filed with the Company’s Registration Statement on Form S-8 (File No. 333-37865), filed October 14, 1997
	10	.3	—	1997 Stock Option Plan as amended is incorporated herein by reference to exhibits filed with the Company’s Registration Statement on Form S-8 (File No. 333-82933), filed July 15, 1999
	10	.4	—	Employment Agreement dated February 11, 1997 between the Company and Allen F. Ambrosino, incorporated herein by reference to exhibits filed with the Company’s Annual Report on Form 10-K for the Year ended December 31, 2000
	10	.5	—	Amended and Restated Database License Agreement between Donnelley Marketing, Inc. and First Data Resources, Inc. dated as of July 23, 1999 is incorporated herein by reference to exhibits filed with the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 1999
	10	.6	—	Covenant not to compete by First Data Corporation to infoUSA Inc. dated as of July 23, 1999 is incorporated herein by reference to exhibits filed with the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 1999
	21	.1	—	Subsidiaries and State of Incorporation, filed herewith
	23	.1	—	Consent of Independent Registered Public Accounting Firm, filed herewith
	24	.1	—	Power of Attorney, filed herewith
	31	.1	—	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	.1	—	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*	Filed herewith

EX-4.8 2 d23161exv4w8.txt AMENDED AND RESTATED CREDIT AGREEMENT EXHIBIT 4.8 ================================================================================ AMENDED AND RESTATED CREDIT AGREEMENT AMONG INFOUSA INC., VARIOUS LENDERS, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS LEAD ARRANGER, SOLE BOOK RUNNER AND ADMINISTRATIVE AGENT ================================================================================ DATED AS OF JUNE 4, 2004 TABLE OF CONTENTS

infoUSA - Amended and Restated Credit Agreement Table of Contents -i- TABLE OF CONTENTS (continued)

infoUSA Amended and Restated Credit Agreement Table of Contents -ii- TABLE OF CONTENTS (continued)

infoUSA Amended and Restated Credit Agreement Table of Contents -iii- TABLE OF CONTENTS (continued)

infoUSA Amended and Restated Credit Agreement Table of Contents -iv- TABLE OF CONTENTS (continued)

infoUSA Amended and Restated Credit Agreement Table of Contents -V- SCHEDULE I Disclosure Letter EXHIBIT A Form of Notice of Borrowing EXHIBIT B Form of Term Facility A Note EXHIBIT C Form of Term Facility B Note EXHIBIT D Form of Revolving Note EXHIBIT E Form of Swingline Note EXHIBIT F Form of Letter of Credit Request EXHIBIT G Form of Section 5.7(b)(ii) Certificate EXHIBIT H Form of Officers' Certificate EXHIBIT I Form of Solvency Certificate EXHIBIT J Form of Assignment and Assumption Agreement EXHIBIT K Form of Intercompany Note EXHIBIT L Form of Subordination Provisions EXHIBIT M Form of Compliance Certificate AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 4, 2004, is made by and among INFOUSA INC., a Delaware corporation (the "Borrower"), the financial institutions from time to time a party hereto in the capacity of a lender (in such capacity, the "Lenders" and each a "Lender"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as lead arranger, sole book runner and administrative agent (in such capacity, the "Administrative Agent"). The Borrower, certain of the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of March 25, 2004 (the "Old Credit Agreement"). In connection with the Borrower's acquisition of OneSource Information Services, Inc., the Borrower, such Lenders and the Administrative Agent desire to amend and restate the Old Credit Agreement. Accordingly, the Borrower, the Lenders and the Administrative Agent hereby agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS. Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Acquired EBITDA" of any Acquired Entity or Business acquired pursuant to a Permitted Acquisition means the consolidated EBITDA of such Acquired Entity or Business calculated on a basis consistent with the calculation of Consolidated EBITDA under this Agreement and in compliance with laws, rules and regulations applicable to publicly traded companies in the United States, including without limitation Regulation S-X promulgated by the Securities and Exchange Commission, or as may be approved by the Administrative Agent. "Acquisition Subsidiary" means OSIS Acquisition Corp., a Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower. "Acquired Entity or Business" has the meaning given in the definition of "Permitted Acquisition". "Additional Security Documents" has the meaning given in Section 9.11. "Administrative Agent" means Wells Fargo, in its capacity as administrative agent for the Lenders hereunder, and shall include any successor to Wells Fargo or any other institution in such capacity pursuant to Section 12.9. "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling (including, but not limited to, all directors and officers of such Person), controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or (ii) to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; excluding, however, the Administrative Agent, the Lenders and their affiliates. "Agreement" means this Credit Agreement. "Applicable Margin" means with respect to Term Loans, Revolving Loans, Swingline Loans and Commitment Fees, from and after any Start Date to and including the corresponding End Date, the respective percentage per annum set forth below under the respective Type of Term Loans, Revolving Loans, Swingline Loans or Commitment Fees and opposite the respective Level (i.e., Level I, Level II, Level III, or Level IV, as the case may be) indicated to have been achieved on the applicable Test Date for such Start Date (as shown on the respective officer's certificate delivered pursuant to Section 9.1(f) or the first proviso below):

provided, however, that if the Borrower fails to deliver the financial statements required to be delivered pursuant to Section 9.1(b) or (c) (accompanied by the officer's certificate required to be delivered pursuant to Section 9.1(f) showing the applicable Consolidated Total Leverage Ratio on the relevant Test Date) on or prior to the respective date required by such Sections, then Level I pricing shall apply until such time, if any, as the financial statements required as set forth above and the accompanying officer's certificate have been delivered showing the pricing for the respective Margin Reduction Period is at a level which is less than Level I (it being infoUSA Amended and Restated Credit Agreement - 2 - understood that, in the case of any late delivery of the financial statements and officer's certificate as so required, the Applicable Margin, if any, shall apply only from and after the date of the delivery of the complying financial statements and officer's certificate); provided further, that subject to Section 2.8(c), Level I pricing shall apply at any time when any Default or Event of Default exists. Notwithstanding anything to the contrary contained in the immediately preceding sentence, Level II pricing shall apply for the period from the Second Closing Date to but not including the date which is the first Start Date after the Borrower's fiscal quarter ending on June 30, 2004. The Applicable Margin in respect of Commitment Fees is sometimes called the Commitment Fee Rate. "Asset Sale" means any sale, transfer or other disposition by any Company to any Person (including by way of redemption by such Person) other than to the Borrower or a Wholly-Owned Subsidiary of the Borrower of any asset (including, without limitation, any capital stock or other securities of, or equity interests in, another Person) other than sales of assets pursuant to Sections 10.2(b), (c), (h) and (i). "Assignment and Assumption Agreement" means an Assignment and Assumption Agreement substantially in the form of Exhibit J, or in any other form approved by the Administrative Agent (appropriately completed). "Bankruptcy Code" has the meaning given in Section 11.1(e). "Base Rate" means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest most recently established by the Administrative Agent as its "prime rate" or, if the Administrative Agent ceases to announce a rate so designated, any similar successor rate designated by the Administrative Agent, such rate being one of the Administrative Agent's base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto. "Base Rate Loan" means (i) each Swingline Loan and (ii) each other Loan designated or deemed designated as such by the Borrower at the time of the incurrence thereof or conversion thereto. "Borrower" has the meaning given in the first paragraph of this Agreement. "Borrowing" means the borrowing of one Type of Loan of a single Tranche from all the Lenders having Commitments (or from the Swingline Lender in the case of Swingline Loans) on a given date (or resulting from a conversion or conversions on such date) having in the case of Eurodollar Loans the same Interest Period, provided that Base Rate Loans incurred pursuant to Section 2.10(b) shall be considered part of the related Borrowing of Eurodollar Loans. "Business Day" means (i) for all purposes other than as covered by clause (ii) below, any day except Saturday, Sunday and any day which shall be in New York, infoUSA Amended and Restated Credit Agreement - 3 - New York or Denver, Colorado, a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (i) above and which is also a day for trading by and between banks in the interbank Eurodollar market. "Capital Expenditures" means, with respect to any Person, all capital expenditures by such Person, as the same are (or would in accordance with GAAP be) set forth in the consolidated statement of cash flows of the Companies, exclusive of (A) expenditures made in connection with the acquisition of assets in any Permitted Acquisition, and (B) expenditures made in connection with the replacement or restoration of assets to the extent financed (i) from insurance proceeds paid on account of the loss of or damage to the assets being replaced or restored, or (ii) with proceeds from the sale or other disposition of an asset which is replaced within 180 days from such sale or other disposition with another asset performing the same or a similar function. "Capitalized Lease Obligations" means, with respect to any Person, all rental obligations of such Person which, under GAAP, are or will be required to be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with such principles. "Cash Equivalents" means, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition, (ii) marketable direct obligations issued by the District of Columbia or any state of the United States or any political subdivision of the District of Columbia or any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's, (iii) Dollar denominated time deposits and certificates of deposit of any commercial bank having, or which is the principal banking subsidiary of a bank holding company having, a long-term unsecured Debt Rating of at least "A" or the equivalent thereof from S&P or "A2" or the equivalent thereof from Moody's with maturities of not more than one year from the date of acquisition by such Person, (iv) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iii) above, (v) commercial paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody's and in each case maturing not more than one year after the date of acquisition by such Person, (vi) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through (v) above, and (vii) in the case of any Foreign Subsidiary, (A) direct infoUSA Amended and Restated Credit Agreement - 4 - obligations of the sovereign nation (or any agency thereof) in which such Foreign Subsidiary is organized or is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof) having maturities of not more than one year from the date of acquisition or (B) obligations of the type and maturity described in clauses (iii), (iv) or (v) above of foreign obligors, which obligations or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies. "CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq. "Change of Control" means (i) any Person or "group" (within the meaning of Sections 13(d) and 14(d) under the Securities Exchange Act, as in effect on the First Closing Date), other than a Permitted Holder, shall (A) have acquired beneficial ownership of 30% or more on a fully diluted basis of the voting and/or economic interest in the Borrower's capital stock or (B) obtained the power (whether or not exercised) to elect a majority of the Borrower's directors or (ii) the Board of Directors of the Borrower shall cease to consist of a majority of Continuing Directors. "Change of Law" has the meaning given in Section 11.1(f)(i). "Code" means the Internal Revenue Code of 1986. "Collateral" means all property (whether real or personal) with respect to which any security interests have been granted (or purported to be granted) pursuant to any Security Document, including, without limitation, all Pledge Agreement Collateral, all Security Agreement Collateral, all Mortgaged Properties and all cash and Cash Equivalents delivered as collateral pursuant to Section 5.2 or 11.2(d). "Collateral Agent" means the Administrative Agent acting as collateral agent for the Secured Creditors pursuant to the Security Documents. "Commitment" means any of the commitments of any Lender, (i.e., whether the Term Facility A Commitment, the Term Facility B Commitment, or the Revolving Loan Commitment). "Commitment Fee" has the meaning given in Section 4.1(a). "Commitment Fee Rate" has the meaning given in the definition of "Applicable Margin". "Company" means (i) before the consummation of the OneSource Acquisition, the Borrower or any Subsidiary of the Borrower other than the Acquisition Subsidiary and the Target Companies, and "Companies" means the Borrower and all of its Subsidiaries other than the Acquisition Subsidiary and the Target Companies, and (ii) after the consummation of the OneSource Acquisition, the Borrower or any infoUSA Amended and Restated Credit Agreement - 5 - Subsidiary of the Borrower including the Acquisition Subsidiary and the Target Companies, and "Companies" means the Borrower and all of its Subsidiaries including the Acquisition Subsidiary and the Target Companies. "Consolidated Capital Expenditures" means, for any period, all Capital Expenditures of the Companies on a consolidated basis for such period. "Consolidated EBITDA" means, for any period, an amount equal to the sum of (without duplication): (i) (A) the net income of the Credit Parties on a consolidated basis, determined in accordance with GAAP ("Consolidated Net Income"), excluding (B) non-operating gains and losses, (C) non-cash charges comprising (1) impairment of assets, (2) cumulative effects of changes in accounting principles (all of which are to be in accordance with GAAP), or (3) any non-cash stock compensation, plus (ii) (A) Consolidated Interest Expense, plus (B) tax expense, plus (C) depreciation and amortization expense, plus (D) transaction expenses incurred in connection with the closing of the OneSource Acquisition and this Agreement that are not capitalized, plus (E) other extraordinary and non-recurring items approved by the Administrative Agent (including litigation charges relating to the Claude Shoch matter), plus (F) prepayment premiums incurred in retiring the Indenture Indebtedness, plus (G) accounting adjustments relating to the treatment of deferred revenue of the Target, plus (H) unamortized fees related to the Borrower's indebtedness to be satisfied from the initial Loans made under this Agreement, plus (iii) Acquired EBITDA. infoUSA Amended and Restated Credit Agreement - 6 - "Consolidated Fixed Charge Coverage Ratio" (or "Fixed Charge Coverage Ratio") means, at any date, the ratio of (a) Consolidated EBITDA for the Test Period then most recently ended less Consolidated Capital Expenditures for such Test Period to (b) Consolidated Fixed Charges for such Period. "Consolidated Fixed Charges" means, for any period, the sum of the following (without duplication): (i) Consolidated Interest Expense paid or required to be paid in cash for such period; (ii) income and franchise taxes paid or required to be paid in cash by the Companies on a consolidated basis during such period; (iii) all scheduled payments of principal made or required to be made with respect to all Indebtedness (including the principal portion of Capitalized Leases Obligations) of the Companies on a consolidated basis during such period but excluding payments made to satisfy the Indenture Indebtedness; and (iv) all Restricted Payments made or required to be made by the Companies on a consolidated basis during such period. "Consolidated Indebtedness" means, at any time, the principal amount of all Indebtedness of the Companies at such time; provided, that the amount of Indebtedness in respect of Interest Rate Protection Agreements and Other Hedging Agreements at any time, shall be the unrealized net loss position, if any, of the Borrower and/or its Subsidiaries thereunder on a marked-to-market basis determined no more than one month prior to such time. "Consolidated Interest Expense" means, for any period, the total consolidated interest expense of the Companies for such period (calculated without regard to any limitations on the payment thereof) plus, without duplication, that portion of Capitalized Lease Obligations of the Companies representing the interest factor for such period; provided that the amortization of deferred financing, legal and accounting costs with respect to this Agreement shall be excluded from Consolidated Interest Expense to the extent same would otherwise have been included therein. "Consolidated Net Income" has the meaning given in the definition of "Consolidated EBITDA." "Consolidated Net Worth" means, at any time, for the Borrower and its Subsidiaries, on a consolidated basis, shareholders' equity at such time. "Consolidated Total Leverage Ratio" (and sometimes also referred to as the "Total Leverage Ratio" or "TLR") means, at any time, the ratio of Consolidated Indebtedness at such time to Consolidated EBITDA for the Test Period then most recently ended. "Contingent Obligation" means, as to any Person, any obligation of such Person as a result of such Person being a general partner of the other Person, unless the underlying obligation is expressly made non-recourse as to such general partner, and any obligation of such Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other obligations ("primary obligations") of any infoUSA Amended and Restated Credit Agreement - 7 - other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. "Continuing Directors" means the directors of the Borrower on the First Closing Date and each other director if such director's nomination for election to the Board of Directors of the Borrower is recommended by a majority of the then Continuing Directors. "Control Agreement" means a "Control Agreement" as defined in the Security Agreement. "Credit Documents" means this Agreement, the Disclosure Letter and, after the execution and delivery thereof pursuant to the terms of this Agreement, each Note, the Subsidiaries Guaranty and each Security Document. "Credit Event" means the making of any Loan or the issuance of any Letter of Credit. "Credit Party" means the Borrower and each Subsidiary Guarantor. "Debt Rating" has the meaning given in Section 6.18. "Default" means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default. "Defaulting Lender" means any Lender with respect to which a Lender Default is in effect. "Disclosure Letter" means the Disclosure Letter of even date herewith delivered by the Borrower to the Administrative Agent and the Lenders, a copy of which is attached as Schedule I. infoUSA Amended and Restated Credit Agreement - 8 - "Dividend" means, with respect to any Person, that such Person has declared or paid a dividend or returned any equity capital to its stockholders, partners or members or authorized or made any other distribution, payment or delivery of property (other than common stock of such Person) or cash to its stockholders, partners or members as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of any class of its capital stock or any partnership or membership interests outstanding on or after the First Closing Date (or any options or warrants issued by such Person with respect to its capital stock or other equity interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or any partnership or membership interests of such Person outstanding on or after the First Closing Date (or any options or warrants issued by such Person with respect to its capital stock or other equity interests). Without limiting the foregoing, "Dividends" with respect to any Person shall also include all payments made or required to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes. "Dollars" and the sign "$" shall each mean freely transferable lawful money of the United States. "Domestic Subsidiary" means each Subsidiary of the Borrower that is incorporated under the laws of the United States or any State thereof. "Drawing" has the meaning given in Section 3.5(b). "Eligible Transferee" means and include a commercial bank, an insurance company, a finance company, a financial institution, any fund that invests in loans or any other "accredited investor" (as defined in Regulation D of the Securities Act), but in any event excluding the Borrower and its Subsidiaries. "Employee Benefit Plans" has the meaning given in Section 6.8(a). "Employment Agreements" has the meaning given in Section 6.8(c). "End Date" means, for any Margin Reduction Period, the last day of such Margin Reduction Period. "Environmental Claims" means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives, claims, liens, notices of noncompliance or violation, investigations or proceedings relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereafter, "Claims"), including, without limitation, (a) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Claims by any third party seeking damages, infoUSA Amended and Restated Credit Agreement - 9 - contribution, indemnification, cost recovery, compensation or injunctive relief in connection with alleged injury or threat of injury to health, safety or the environment due to the presence of Hazardous Materials. "Environmental Law" means any Federal, state, foreign or local statute, law, rule, regulation, ordinance, code, guideline, written policy and rule of common law now or hereafter in effect and in each case any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, employee health and safety or Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 3803 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Hazardous Material Transportation Act, 49 U.S.C. Section 1801 et seq. and the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; and any state and local or foreign counterparts or equivalents. "ERISA" means the Employee Retirement Income Security Act of 1974. "ERISA Affiliate" means each person (as defined in Section 3(9) of ERISA) which together with the Borrower or a Subsidiary of the Borrower would be deemed to be a "single employer" (i) within the meaning of Section 414(b), (c), (m) or (o) of the Code or (ii) as a result of the Borrower or a Subsidiary of the Borrower being or having been a general partner of such person. "Eurodollar Loan" means each Loan (other than any Swingline Loan) designated as such by the Borrower at the time of the incurrence thereof or conversion thereto. "Eurodollar Base Rate" means, for any Borrowing of Eurodollar Loans, an interest rate per annum appearing on Bloomberg British Bankers Association LIBOR Rates Page (or any successor page) as the London interbank offered rate for deposits in U.S. dollars at 11:00 A.M. (London time) two Business Days before the first day of the applicable Interest Period for a period equal to such Interest Period (provided that, if for any reason such rate is not available, the term "Eurodollar Rate" shall mean the rate per annum appearing on such other comparable page as may, in the opinion of the Administrative Agent, replace Bloomberg British Bankers Association LIBOR Rates Page for the purpose of displaying such rate). "Eurodollar Rate" means the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) and determined pursuant to the following formula: Eurodollar Rate = Eurodollar Base Rate ------------------------------------- + Applicable Margin 100% - Eurodollar Reserve Percentage infoUSA Amended and Restated Credit Agreement - 10 - "Eurodollar Reserve Percentage" means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, rounded to the next 1/100th of 1%) in effect on such day, whether or not applicable to any Bank, under regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as "Eurocurrency liabilities"). The Eurodollar Rate for each outstanding Eurodollar Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage. The determination of the Eurodollar Reserve Percentage and the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. "Event of Default" has the meaning given in Section 11.1. "Excess Cash Flow" means, with respect to any fiscal year, Consolidated EBITDA during that period, less the sum of the following to the extent they occur during that period: (i) all cash payments of interest (including, for the avoidance of doubt, the interest component of Capitalized Lease Obligations) paid or required to be paid by the Companies and including and adjusted for the net effect of swap, interest hedging or similar arrangements, (ii) all scheduled cash payments of principal (including, for the avoidance of doubt, the principal component of Capitalized Lease Obligations) required to be made by the Companies with respect to any Indebtedness of the Companies (provided no Company has defaulted on any such payment), (iii) all payments in cash (other than scheduled payments and mandatory prepayments) of the principal amount of the Term Loans, (iv) all unfinanced Consolidated Capital Expenditures made in cash, (v) cash taxes paid or required to be paid by the Companies, (vi) fees, costs and expenses incurred in connection with the closing of this Agreement, the Old Credit Agreement, the OneSource Acquisition and other Permitted Acquisitions, to the extent, if any, such fees, costs and expenses must be paid in cash and are not paid with the proceeds of a Loan, and (vii) cash paid for Permitted Acquisitions to the extent not financed. "Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day infoUSA Amended and Restated Credit Agreement - 11 - as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Agent on such day on such transactions as determined by the Administrative Agent. "Fees" means all amounts payable pursuant to or referred to in Section 4.1. "First Closing Date" means March 25, 2004. "Foreign Pension Plan" means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States by the Borrower or any one or more of its Subsidiaries primarily for the benefit of employees of the Borrower or such Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code. "Foreign Subsidiary" means each Subsidiary of the Borrower which is not a Domestic Subsidiary. "Fronting Fee" has the meaning given in Section 4.1(c). "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board of such other principles as may be approved by a significant segment of the accounting professions, that are applicable to the circumstances as of the date of determination, consistently applied. "Hazardous Materials" means (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is friable, urea formaldehyde foam insulation, transformers or other equipment that contains dielectric fluid containing levels of polychlorinated biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of "hazardous substances," "hazardous waste," "hazardous materials," "extremely hazardous substances," "restricted hazardous waste," "toxic substances," "toxic pollutants," "contaminants," or "pollutants," or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, the Release of which is prohibited, limited or regulated by any governmental authority. "Inactive Subsidiary" means each of Direct Magi Inc., DBA FL Inc., American Business Lists, Inc., American Business Travels, Inc. and Financial Communications Network, Inc. infoUSA Amended and Restated Credit Agreement - 12 - "Indebtedness" means, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services, (ii) the maximum amount available to be drawn under all letters of credit, bankers' acceptances and similar obligations issued for the account of such Person and all unpaid drawings in respect of such letters of credit, bankers' acceptances and similar obligations, (iii) all Indebtedness of the types described in clause (i), (ii), (iv), (v), (vi) or (vii) of this definition secured by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such Person (provided that, if the Person has not assumed or otherwise become liable in respect of such Indebtedness, such Indebtedness shall be deemed to be in an amount equal to the fair market value of the property to which such Lien relates as determined in good faith by such Person), (iv) the aggregate amount required to be capitalized under leases under which such Person is the lessee, (v) all obligations of such Person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all Contingent Obligations of such Person, and (vii) all obligations under any Interest Rate Protection Agreement, any Other Hedging Agreement or under any similar type of agreement. Notwithstanding the foregoing, Indebtedness shall not include trade payables and accrued expenses incurred by any Person in accordance with customary practices and in the ordinary course of business of such Person. "Indenture" means the Indenture, dated as of June 18, 1998, by and between the Borrower and the Indenture Trustee. "Indenture Indebtedness" means all obligations of the Borrower under the Indenture. "Intercompany Loan" means each intercompany loan or advance between or among the Borrower and its Subsidiaries or between or among Subsidiaries of the Borrower. "Intercompany Note" means a promissory note, in the form of Exhibit K or in such other form as is reasonably acceptable to the Administrative Agent, evidencing Intercompany Loans. "Interest Determination Date" means, with respect to any Eurodollar Loan, the second Business Day prior to the commencement of any Interest Period relating to such Eurodollar Loan. "Interest Period" has the meaning given in Section 2.9. "Interest Rate Protection Agreement" means any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement or other similar agreement or arrangement. infoUSA Amended and Restated Credit Agreement - 13 - "Investments" has the meaning given in Section 10.5. "Issuing Lender" means Wells Fargo. "L/C Supportable Obligations" means (i) obligations of the Borrower or any of its Subsidiaries with respect to workers compensation, surety bonds and other similar statutory obligations and (ii) such other obligations of the Borrower or any of its Subsidiaries as are reasonably acceptable to the Issuing Lender and otherwise permitted to exist pursuant to the terms of this Agreement. "Leaseholds" of any Person means all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures. "Lender" means each financial institution executing this Agreement as a lender, as well as any Person that becomes a "Lender" hereunder pursuant to Sections 2.13 or 13.4(b). "Lender Default" means (i) the refusal (which has not been retracted) or the failure of a Lender to make available its portion of any Borrowing (including any Mandatory Borrowing) or to fund its portion of any unreimbursed payment under Section 3.4(c) or (ii) a Lender having notified in writing the Borrower and/or the Administrative Agent that such Lender does not intend to comply with its obligations under Sections 2.1(a), 2.1(d) or 2.1(g) or Article III. "Letter of Credit" shall have the meaning provided in Section 3.1(b). "Letter of Credit Fee" shall have the meaning provided in Section 4.1(b). "Letter of Credit Outstandings" means, at any time, the sum of (i) the Stated Amount of all outstanding Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings in respect of all Letters of Credit. "Letter of Credit Request" shall have the meaning provided in Section 3.3(a). "Lien" means any mortgage, security interest, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing). "Loan" means each Term Loan, each Revolving Loan and each Swingline Loan. "Mandatory Borrowing" shall have the meaning provided in Section 2.1(g). infoUSA Amended and Restated Credit Agreement - 14 - "Mandatory Prepayment" shall have the meaning provided in Section 5.4. "Margin Reduction Period" means each period which shall commence on the date occurring after the Second Closing Date upon which respective officer's certificate is delivered pursuant to Section 9.1(f) and which shall end on the date of actual delivery of the next officer's certificates pursuant to Section 9.1(f) or the latest date on which such next officer's certificate is required to be so delivered. "Margin Stock" shall have the meaning provided in Regulation U. "Material Adverse Effect" means (i) a material adverse effect on the business, operations, properties, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower or of the Companies taken as a whole, or (ii) a material adverse effect on the rights or remedies of the Lenders or the Administrative Agent hereunder or under any other Credit Document or on the ability of any Credit Party to perform its obligations to the Lenders or the Administrative Agent hereunder or under any other Credit Document. "Maturity Date" means the Term Facility A Maturity Date, the Term Facility B Maturity Date, the Revolving Loan Maturity Date or the Swingline Expiry Date, as the case may be. "Maximum Swingline Amount" means $5,000,000. "Minimum Borrowing Amount" means (i) for Eurodollar Loans, $5,000,000, (ii) for Base Rate Loans other than Swingline Loans, $500,000 and (iii) for Swingline Loans, $100,000. "Moody's" means Moody's Investors Service, Inc., or any successor thereto. "Mortgage" means a mortgage, leasehold mortgage, deed of trust, leasehold deed of trust, deed to secure debt, leasehold deed to secure debt or similar security instrument. "Mortgaged Property" means any Real Property owned or leased by the Borrower or any Subsidiary Guarantor which is encumbered (or required to be encumbered) by a Mortgage. "Net Acquisition Consideration" means the Total Consideration for a Permitted Acquisition (i) less cash and Cash Equivalents that are acquired in such Permitted Acquisition, and (ii) plus the present value of any earn-out, non-compete or deferred compensation or purchase price adjustments, and (iii) less or plus any working capital adjustments, as applicable, and as provided in Section 9.15. "Net Debt Proceeds" means, with respect to any incurrence of Indebtedness for borrowed money, the cash proceeds (net of underwriting discounts and infoUSA Amended and Restated Credit Agreement - 15 - commissions and other reasonable costs associated therewith) received by the respective Person from the respective incurrence of such Indebtedness for borrowed money. "Net Equity Proceeds" means, with respect to each issuance or sale of any equity by any Person or any capital contribution to such Person, the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) received by such Person from the respective sale or issuance of its equity or from the respective capital contribution. The term "Net Equity Proceeds" also shall include the amount of Net Debt Proceeds received by the Borrower from the issuance or incurrence of Indebtedness for borrowed money under Section 10.4(k) which is convertible into shares of the Borrower's capital stock, although such Net Equity Proceeds shall not be considered to be received by the Borrower until such conversion occurs. "Net Recovery Event Proceeds" means, with respect to any Recovery Event, the cash proceeds (net of reasonable costs and taxes incurred in connection with such Recovery Event) received by the respective Person in connection with such Recovery Event. "Net Sale Proceeds" means, for any Asset Sale, the gross cash proceeds (including any cash received by way of deferred payment pursuant to a promissory note, receivable or otherwise, but only as and when received) received from such sale of assets, net of the reasonable costs of such sale (including fees and commissions, payments of unassumed liabilities relating to the assets sold and required payments of any Indebtedness (other than Indebtedness secured pursuant to the Security Documents) which is secured by the respective assets which were sold), and the incremental taxes paid or payable as a result of such Asset Sale. "Non-Defaulting Lender" and "Non-Defaulting RL Lender" means and include each Lender or RL Lender, as the case may be, other than a Defaulting Lender. "Note" means each Term Note, each Revolving Note and the Swingline Note. "Notice of Borrowing" shall have the meaning provided in Section 2.3(a). "Notice of Conversion" shall have the meaning provided in Section 2.6. "Notice Office" means the office of the Administrative Agent located at 1740 Broadway, MAC C7300-034, Denver, Colorado 80209, Attn: Kevin Rapp, or such other office or person as the Administrative Agent may hereafter designate in writing as such to the other parties hereto. infoUSA Amended and Restated Credit Agreement - 16 - "Obligations" means all amounts owing to the Administrative Agent, the Collateral Agent, the Issuing Lender, the Swingline Lender or any Lender pursuant to the terms of this Agreement or any other Credit Document. "OneSource Acquisition" means the acquisition by a tender offer for not less than 51% of the shares, followed by the merger, of the Target with the Acquisition Subsidiary; it being understood that consummation of such acquisition shall occur at the time of the merger. "OneSource Acquisition Documents" means all material documents executed and delivered by Acquisition Subsidiary, the Borrower and the Target in connection with the OneSource Acquisition, including the Agreement and Plan of Merger by and among such parties dated as of April 29, 2004. "Operating Leases" means all leases for real or personal property that are not Capitalized Lease Obligations. "Other Hedging Agreement" means any foreign exchange contracts, currency swap agreements, commodity agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values. "Participant" shall have the meaning provided in Section 3.4(a). "Payment Office" means the office of the Administrative Agent located at 1740 Broadway, MAC C7300-034, Denver, Colorado 80209, Attn: Kevin Rapp, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto. "PBGC" means the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto. "Permitted Acquisition" means the acquisition by the Borrower or a Wholly-Owned Subsidiary thereof of assets constituting a business, division or product line of any Person not already a Subsidiary of the Borrower or of 100% of the capital stock of any such Person (including by way of merger), which Person shall, as a result of such stock acquisition, become a Wholly-Owned Subsidiary of the Borrower (or shall be merged with and into a Wholly-Owned Subsidiary of the Borrower) (such assets or Person are referred to as an "Acquired Entity or Business"), provided that (in each case): (A) the consideration paid by the Borrower or such Wholly-Owned Subsidiary consists solely of cash (including proceeds of Loans), the issuance or incurrence of Indebtedness otherwise permitted by Section 10.4, the issuance of common stock of the Borrower or Qualified Preferred Stock of the Borrower to the extent no Default or Event of Default exists pursuant to Section 11.1(j) or would result therefrom and the assumption/ acquisition of infoUSA Amended and Restated Credit Agreement - 17 - any Indebtedness (calculated at face value) which is permitted to remain outstanding in accordance with the requirements of Section 10.4; (B) in the case of the acquisition of 100% of the capital stock of any Person (including by way of merger), such Person shall own no capital stock of any other Person (other than de minimis amounts) unless either (x) such Person owns 100% of the capital stock of such other Person or (y) (1) such Person and/or its Wholly-Owned Subsidiaries own at least 80% of the consolidated assets of such Person and its Subsidiaries and (2) any non-Wholly Owned Subsidiary of such Person was non-Wholly Owned prior to the date of such Permitted Acquisition of such Person; (C) the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a business permitted by Section 10.13; and (D) all applicable requirements of Sections 9.15, 10.2 and 10.14 applicable to Permitted Acquisitions are satisfied. Notwithstanding anything to the contrary contained in the immediately preceding sentence, an acquisition which does not otherwise meet the requirements set forth above in the definition of "Permitted Acquisition" shall constitute a Permitted Acquisition if, and to the extent, the Required Lenders agree in writing that such acquisition shall constitute a Permitted Acquisition for purposes of this Agreement. "Permitted Encumbrance" means, with respect to any Mortgaged Property, such exceptions to title as are set forth in the respective mortgage title insurance policy delivered with respect thereto, all of which exceptions must be acceptable to the Administrative Agent in its reasonable discretion. "Permitted Holders" means Vinod Gupta and his spouse, their lineal descendants and adopted children and spouses of their lineal descendants and adopted children, any foundation controlled by any of the foregoing persons, any trusts for the benefit of any of the foregoing persons and any Affiliates of the foregoing persons. "Permitted Indebtedness" has the meaning given in Section 10.4. "Permitted Liens" shall have the meaning provided in Section 10.1. "Person" means any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof. "Plan" means any pension plan as defined in Section 3(2) of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) the Borrower or a Subsidiary of the Borrower or an ERISA Affiliate, and each such infoUSA Amended and Restated Credit Agreement - 18 - plan for the six year period immediately following the latest date on which the Borrower, a Subsidiary of the Borrower or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan, except any such plan where the participants are paid solely from the general assets of, and are general unsecured creditors with respect to, the Borrower, Subsidiary of the Borrower or an ERISA Affiliate. "Pledge Agreement" means the Pledge Agreement dated as of the First Closing Date by the Credit Parties in favor of the Collateral Agent, as amended by the Reaffirmation Agreement. "Pledge Agreement Collateral" means all "Collateral" as defined in the Pledge Agreement. "Projections" means the projections prepared by the Borrower as set forth in that certain infoUSA, $250,000,000 Senior Secured Credit Facilities Confidential Information Memorandum, May 2004, relating to the financing hereunder. "Qualified Preferred Stock" means any preferred stock of the Borrower so long as the terms of any such preferred stock (i) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision, except upon the occurrence of a change of control so long as the terms thereof do not require any such redemption or other action unless (and until) all Obligations have been paid in full and the Total Commitment and all Letters of Credit have been terminated or the requisite consents under this Agreement have been obtained to permit such redemption or other action, (ii) do not require the cash payment of dividends to the extent that the payment thereof would not be permitted at such time pursuant to this Agreement, (iii) do not contain any operating or financial maintenance covenants, (iv) do not grant the holders thereof any voting rights (prior to the conversion into common stock of the Borrower, if applicable) except for (A) voting rights required to be granted to such holders under applicable law and (B) limited customary voting rights on fundamental matters such as mergers, consolidations, sales of all or substantially all of the assets of the Borrower, or liquidations involving the Borrower, and (v) are otherwise reasonably satisfactory to the Administrative Agent. "Quarterly Payment Date" means the last Business Day of each December, March, June and September occurring after the First Closing Date, commencing on June 30, 2004. "RCRA" means the Resource Conservation and Recovery Act, as the same may be amended from time to time, 42 U.S.C. Section 6901 et seq. "Reaffirmation Agreement" means the Reaffirmation of and First Amendment to Subsidiaries Guaranty, Security Agreement and Pledge Agreement by and among the Companies and the Administrative Agent, of even date herewith. infoUSA Amended and Restated Credit Agreement - 19 - "Real Property" of any Person means all the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds. "Recovery Event" means the receipt by any Company of any cash insurance proceeds or condemnation awards payable (i) by reason of theft, loss, physical destruction, damage, taking or any other similar event with respect to any property or assets of any Company and (ii) under any policy of insurance required to be maintained under Section 9.3. "Register" shall have the meaning provided in Section 13.15. "Regulation D", "Regulation T", "Regulation U" or "Regulation X", as the case may be, means Regulation D, T, U or X, as the case may be, of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof. "Release" means the disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring or migrating, into or upon any land or water or air, or otherwise entering into the environment. "Replaced Lender" shall have the meaning provided in Section 2.13. "Replacement Lender" shall have the meaning provided in Section 2.13. "Reportable Event" means an event described in Section 4043(c) of ERISA with respect to a Plan that is subject to Title IV of ERISA other than those events as to which the 30-day notice period is waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043 and as to which an advance notice to the PBGC of the event is not required under Section 4043 of ERISA. "Required Lenders" means two or more Non-Defaulting Lenders the sum of whose outstanding Term Loans and Revolving Loan Commitments (or after the termination thereof, outstanding Revolving Loans and RL Percentages of (x) outstanding Swingline Loans and (y) Letter of Credit Outstandings) represent more than 50% of the sum of (i) the aggregate principal amount of all outstanding Term Loans of Non-Defaulting Lenders and (ii) the Total Revolving Loan Commitment less the Revolving Loan Commitments of all Defaulting Lenders (or after the termination thereof, the sum of the then aggregate principal amount of all outstanding Revolving Loans of Non-Defaulting Lenders and the aggregate RL Percentages of all Non-Defaulting Lenders of the total (x) aggregate principal amount of outstanding Swingline Loans and (y) Letter of Credit Outstandings at such time). "Restricted Payments" means in respect of a period, (i) any and all Dividends authorized, declared or paid with respect to any Company pursuant to Sections 10.3(c), (d), (e) and (f), and (ii) any and all payments ("earnout payments") required infoUSA Amended and Restated Credit Agreement - 20 - to be made by the Borrower or any Subsidiary which are based on the earnings or revenues relating to any Permitted Acquisitions. "Revolving Loan" shall have the meaning provided in Section 2.1(d). "Revolving Loan Commitment" means, (i) for each Lender, the amount shown on the Register as (a) reduced from time to time pursuant to Sections 4.2, 4.3 and/or 11.2, or (b) adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 2.13 or 13.4(b), and (ii) for all of the Lenders, $50,000,000. "Revolving Loan Maturity Date" means March 25, 2007. "Revolving Note" shall have the meaning provided in Section 2.5(a). "RL Lender" means each Lender with a Revolving Loan Commitment or with outstanding Revolving Loans. "RL Percentage" of any RL Lender at any time means a fraction (expressed as a percentage) the numerator of which is the Revolving Loan Commitment of such RL Lender at such time and the denominator of which is the Total Revolving Loan Commitment at such time, provided that if the RL Percentage of any RL Lender is to be determined after the Total Revolving Loan Commitment has been terminated, then the RL Percentages of such RL Lender shall be determined immediately prior (and without giving effect) to such termination. "S&P" means Standard & Poor's Ratings Services, or any successor thereto. "SEC" shall have the meaning provided in Section 9.1(h). "Second Closing Date" means the date all conditions set forth in Article VI are satisfied. "Section 5.7(b)(ii) Certificate" shall have the meaning provided in Section 5.7(b)(ii). "Secured Creditors" shall have the meaning assigned that term in the Security Documents. "Securities Act" means the Securities Act of 1933. "Securities Exchange Act" means the Securities Exchange Act of 1934. "Security Agreement" means that certain Security Agreement by the Credit Parties in favor of the Collateral Agent dated as of the First Closing Date, as amended by the Reaffirmation Agreement. infoUSA Amended and Restated Credit Agreement - 21 - "Security Agreement Collateral" means all "Collateral" as defined in the Security Agreement. "Security Document" means and include each of the Security Agreement, the Pledge Agreement, each Mortgage and, after the execution and delivery thereof, each Additional Security Document. "Shareholders' Agreements" shall have the meaning provided in Section 6.8(b). "Start Date" means, with respect to any Margin Reduction Period, the first day of such Margin Reduction Period. "Stated Amount" of each Letter of Credit means, at any time, the maximum amount available to be drawn thereunder (in each case determined without regard to whether any conditions to drawing could then be met). "Subsidiaries' Guaranty" means the Subsidiaries Guaranty dated as of the First Closing Date by the Subsidiary Guarantors in favor of the Administrative Agent, as amended by the Reaffirmation Agreement. "Subsidiary" means, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time. "Subsidiary Guarantor" means (i) before the consummation of the OneSource Acquisition, each Domestic Subsidiary of the Borrower (other than an Inactive Subsidiary, the Acquisition Subsidiary or the Target Companies) and, to the extent required by Section 9.13, each Foreign Subsidiary of the Borrower, but not any Target Company, and (ii) after the consummation of the OneSource Acquisition, each Domestic Subsidiary of the Borrower including the Acquisition Subsidiary and the Target Companies (other than an Inactive Subsidiary) and, to the extent required by Section 9.13, each Foreign Subsidiary of the Borrower including any applicable Target Company. "Swingline Expiry Date" means that date which is five Business Days prior to the Revolving Loan Maturity Date. "Swingline Lender" means Wells Fargo. infoUSA Amended and Restated Credit Agreement - 22 - "Swingline Loan" shall have the meaning provided in Section 2.1(f). "Swingline Note" shall have the meaning provided in Section 2.5(a). "Target" means OneSource Information Services, Inc., a Delaware corporation. "Target Companies" means the Target and each of its Subsidiaries, and "Target Company" means any of them. "Taxes" shall have the meaning provided in Section 5.7(a). "Term Loan" means a Term Facility A Loan or a Term Facility B Loan. "Term Facility A Loan" shall have the meaning provided in Section 2.1(a). "Term Facility A Commitment" means, (i) for each applicable Lender, the amount shown on the Register, as adjusted pursuant to Section 4.3 and/or terminated pursuant to Section 11.2, or adjusted from time to time as a result of assignments to or from such Lender pursuant to Sections 2.13 and/or 13.4(b), and (ii) for all such Lenders, $120,000,000. "Term Facility A Maturity Date" means March 25, 2009. "Term Facility A Scheduled Repayment" shall have the meaning provided in Section 5.3(a). "Term Facility A Note" shall have the meaning provided in Section 2.5(a). "Term Facility B Commitment" means, (i) for each applicable Lender, the amount shown on the Register, as adjusted pursuant to Section 4.3 and/or terminated pursuant to Section 11.2, or adjusted from time to time as a result of assignments to or from such Lender pursuant to Sections 2.13 and/or 13.4(b), and (ii) for all such Lenders, $80,000,000. "Term Facility B Loan" shall have the meaning provided in Section 2.1(b). "Term Facility B Maturity Date" means June 4, 2010. "Term Facility B Note" shall have the meaning provided in Section 2.5(a). "Term Facility B Scheduled Repayment" shall have the meaning provided in Section 5.3(b). "Test Date" means, with respect to any Start Date, the last day of the most recent fiscal quarter of the Borrower ended immediately prior to such Start Date. infoUSA Amended and Restated Credit Agreement - 23 - "Test Period" means each period of four consecutive fiscal quarters of the Borrower then last ended (in each case taken as one accounting period). "Total Acquisition Amount" shall have the meaning provided in Section 9.15(b)(iv). "Total Commitment" means, at any time, the sum of the Commitments of each of the Lenders. "Total Consideration" means the aggregate consideration for any proposed Permitted Acquisition, including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, incurred or issued in connection therewith, (II) the fair market value (as determined in good faith by the Board of Directors of the Borrower) of any common stock or Qualified Preferred Stock of the Borrower issued as part of the purchase price therefor (provided that no Default or Event of Default under Section 11.1(j) would result therefrom), and (III) the present value of any aggregate amount paid and to be paid pursuant to any earn-out, non-compete or deferred compensation or purchase price adjustments. "Total Leverage Ratio" - see definition of "Consolidated Total Leverage Ratio". "Total Revolving Loan Commitment" means, at any time, the sum of the Revolving Loan Commitments of each of the Lenders. "Total Term Facility A Commitment" means, at any time, the sum of the Term Facility A Commitments of each of the applicable Lenders. "Total Term Facility B Commitment" means, at any time, the sum of the Term Facility B Commitments of each of the applicable Lenders. "Total Unutilized Revolving Loan Commitment" means, at any time, an amount equal to the remainder of (x) the Total Revolving Loan Commitment then in effect less (y) the sum of the aggregate principal amount of all Revolving Loans and Swingline Loans then outstanding plus the then aggregate amount of all Letter of Credit Outstandings. "Tranche" means the facility and commitments utilized in making Loans hereunder, with there being four separate Tranches, i.e., Term Facility A Loans, Term Facility B Loans, Revolving Loans and Swingline Loans. "Type" means the type of Loan determined with regard to the interest option applicable thereto, i.e., whether a Base Rate Loan or a Eurodollar Loan. "UCC" means the Uniform Commercial Code as from time to time in effect in the relevant jurisdiction. infoUSA Amended and Restated Credit Agreement - 24 - "Unfunded Current Liability" of any Plan means the amount, if any, by which the actuarial present value of the accumulated plan benefits under the Plan determined on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the market value of all plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contribution). "United States" and "U.S." shall each mean the United States of America. "Unpaid Drawing" shall have the meaning provided for in Section 3.5(a). "Unutilized Revolving Loan Commitment" means, with respect to any Lender at any time, such Lender's Revolving Loan Commitment at such time less the sum of (i) the aggregate outstanding principal amount of all Revolving Loans made by such Lender at such time and (ii) such Lender's RL Percentage of the Letter of Credit Outstandings at such time. "Wells Fargo" means Wells Fargo Bank, National Association, in its separate capacity as a Lender. "Wholly-Owned Domestic Subsidiary" means each Domestic Subsidiary of the Borrower that is also a Wholly-Owned Subsidiary of the Borrower. "Wholly-Owned Foreign Subsidiary" means each Foreign Subsidiary of the Borrower that is also a Wholly-Owned Subsidiary of the Borrower. "Wholly-Owned Subsidiary" means, as to any Person, (i) any corporation 100% of whose capital stock (other than director's qualifying shares) is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such time. Section 1.2 Times; Other Definitional Terms; Rules of Interpretation. All references to times of day in this Agreement shall be references to Denver, Colorado time unless otherwise specifically provided. The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP. All terms defined in the UCC and not otherwise defined herein have the meanings assigned to them in the UCC. References to Articles, Sections, subsections, Exhibits, Schedules and the like, are to Articles, Sections and subsections of, or Exhibits or Schedules attached to, this Agreement unless otherwise expressly provided. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". Unless the context in which used herein otherwise clearly requires, "or" has the inclusive meaning represented by the phrase "and/or". Defined terms include in the singular number the plural infoUSA Amended and Restated Credit Agreement - 25 - and in the plural number the singular. Reference to any agreement (including the Credit Documents), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof (and, if applicable, in accordance with the terms hereof and the other Credit Documents), except where otherwise explicitly provided, any reference to any promissory note includes any promissory note which is an extension or renewal thereof or a substitute or replacement therefor. Reference to any law, rule, regulation, order, decree, requirement, policy, guideline, directive or interpretation means as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect on the determination date, including rules and regulations promulgated thereunder ARTICLE II AMOUNT AND TERMS OF CREDIT Section 2.1 The Commitments. (a) TERM FACILITY A. On the First Closing Date, certain Lenders made term loans (each a "Term Facility A Loan" and, collectively, the "Term Facility A Loans") to the Borrower, which Term Facility A Loans: (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Term Facility A Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) once repaid, may not be reborrowed. (b) TERM FACILITY B. Subject to and upon the terms and conditions set forth herein, each Lender with a Term Facility B Commitment severally agrees to make a term loan (each a "Term Facility B Loan" and, collectively, the "Term Facility B Loans") to the Borrower, which Term Facility B Loans: (i) shall be incurred on the Second Closing Date, (ii) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Term Facility B Loans comprising the same Borrowing shall at all times be of the same Type, and (iii) once repaid, may not be reborrowed. (c) EXISTING REVOLVING LOANS. Under the Old Credit Agreement, the RL Lenders made various revolving loans to the Borrower (the "Existing Revolving Loans"). From and after the Second Closing Date, the Existing Revolving Loans shall be deemed to be Revolving Loans made under this Agreement. infoUSA Amended and Restated Credit Agreement - 26 - (d) REVOLVING LOANS. Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Second Closing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans: (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender's RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (iv) shall not exceed for all such Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. (e) EXISTING SWINGLINE LOANS. Under the Old Credit Agreement, the Swingline Lender has made various revolving loans to the Borrower (the "Existing Swingline Loans"). From and after the Second Closing Date, the Existing Swingline Loans shall be deemed to be Swingline Loans made under this Agreement. (f) SWINGLINE LOANS. Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Second Closing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower, which Swingline Loans: (i) shall be made and maintained as Base Rate Loans, infoUSA Amended and Restated Credit Agreement - 27 - (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.1(f), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of the outstanding Swingline Loans and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders. (g) REFUNDING OF SWINGLINE LOANS. On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RL Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.1(e) or upon the exercise of any of the remedies provided in Section 11.2), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all RL Lenders pro rata based on each such RL Lender's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11.2) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each RL Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, infoUSA Amended and Restated Credit Agreement - 28 - (ii) whether any conditions specified in Article VII are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each RL Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the RL Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11.2), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RL Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter. Section 2.2 Minimum Amount of Each Borrowing. The aggregate principal amount of each Borrowing of Loans under a Tranche shall not be less than the Minimum Borrowing Amount applicable to such Tranche. More than one Borrowing may occur on the same date, but at no time shall there be outstanding more than ten Borrowings of Eurodollar Loans in the aggregate. Section 2.3 Notice of Borrowing. (a) EURODOLLAR LOANS AND BASE RATE LOANS. Whenever the Borrower desires to incur (x) Eurodollar Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three Business Days prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office at least one Business Day's prior notice of each Base Rate Loan to be incurred infoUSA Amended and Restated Credit Agreement - 29 - hereunder, provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 10:00 A.M. on such day. Each such notice (each a "Notice of Borrowing"), except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall be given by the Borrower in writing, by telephone or by other means acceptable to the Administrative Agent, promptly confirmed in writing, in the form of Exhibit A, appropriately completed to specify the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, the date of such Borrowing (which shall be a Business Day), whether the Loans being incurred pursuant to such Borrowing shall constitute Term Facility A Loans, Term Facility B Loans or Revolving Loans and whether the Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender's proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (b) SWINGLINE LOANS. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 12:00 Noon on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(g), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.1(g). (c) TELEPHONIC NOTICE. Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from the Chairman of the Board, the President, the Chief Financial Officer, the Treasurer or any Assistant Treasurer of the Borrower, or from any other authorized officer of the Borrower designated in writing by the Borrower to the Administrative Agent as being authorized to give such notices, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent's or infoUSA Amended and Restated Credit Agreement - 30 - Swingline Lender's record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error. Section 2.4 Disbursement of Funds. (a) TIME OF DISBURSEMENT BY LENDERS TO AGENT. No later than 11:00 A.M. on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, no later than 2:00 P.M. on the date specified pursuant to Section 2.3(b)(i) or (y) in the case of Mandatory Borrowings, no later than 12:00 Noon on the date specified in Section 2.1(g)), each Lender with a Commitment of the applicable Tranche will make available its pro rata portion (determined in accordance with Section 2.7) of each such Borrowing requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in Dollars and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory Borrowing, make available to the Borrower at the Payment Office the aggregate of the amounts so made available by the Lenders. (b) ASSUMPTIONS REGARDING FUNDING BY LENDERS. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender's portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. (c) REMEDIES IF LENDER DOES NOT FUND. If a Lender fails to make available to the Administrative Agent any amount it is required to fund, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.8. Nothing in this Section 2.4 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any infoUSA Amended and Restated Credit Agreement - 31 - rights which the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder. Section 2.5 Notes. (a) PROMISSORY NOTES OPTIONAL. The Borrower's obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) if Term Facility A Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each a "Term Facility A Note" and, collectively, the "Term Facility A Notes"), (ii) if Term Facility B Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit C, with blanks appropriately completed in conformity herewith (each a "Term Facility B Note" and, collectively, the "Term Facility B Notes"), (iii) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit D, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"), and (iv) if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit E, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) TERM FACILITY A NOTES. The Term Facility A Note issued to any Lender that has a Term Facility A Commitment or outstanding Term Facility A Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the First Closing Date (or, if issued after the First Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the outstanding principal amount of Term Facility A Loans of such Lender and be payable in the outstanding principal amount of the Term Facility A Loans evidenced thereby, (iv) mature on the Term Facility A Maturity Date, (v) bear interest as provided in Section 2.8 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.1, and mandatory repayment as provided in Section 5.2, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) TERM FACILITY B NOTES. The Term Facility B Note issued to any Lender that has a Term Facility B Commitment or outstanding Term Facility B Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Second Closing Date (or, if issued after the Second Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the outstanding principal amount of Term Facility B Loans of such Lender and be payable in the outstanding principal amount of the Term Facility B Loans evidenced thereby, (iv) mature on the Term Facility B Maturity Date, (v) bear interest as provided in Section 2.8 in respect of the Base Rate Loans and Eurodollar Loans, as infoUSA Amended and Restated Credit Agreement - 32 - the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.1, and mandatory repayment as provided in Section 5.2, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) REVOLVING NOTES. The Revolving Note issued to any RL Lender shall (i) be executed by the Borrower, (ii) be payable to such RL Lender or its registered assigns and be dated the First Closing Date (or, if issued after the First Closing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such RL Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such RL Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in Section 2.8 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.1, and mandatory repayment as provided in Section 5.2, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) SWINGLINE NOTE. The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the First Closing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 2.8 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.1, and mandatory repayment as provided in Section 5.2, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) RECORDS OF AMOUNTS OF LOANS. Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans. Section 2.6 Conversions. (a) OPTION TO CONVERT. The Borrower shall have the option to convert on any Business Day all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.6) made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan, provided that, infoUSA Amended and Restated Credit Agreement - 33 - (i) except as otherwise provided in Section 2.10(b), Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, and (iii) no conversion pursuant to this Section 2.6 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 2.2. (b) NOTICE OF CONVERSION. Each such conversion shall be effected by the Borrower giving the Administrative Agent, at the Notice Office prior to 10:00 A.M. at least three Business Days prior notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing or Borrowings pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans. Section 2.7 Pro Rata Borrowings. All Borrowings of Term Loans and Revolving Loans shall be incurred from the Lenders pro rata on the basis of their Term Facility A Commitments, Term Facility B Commitments, or Revolving Loan Commitments, as the case may be. It is understood that no Lender shall be responsible for any default by any other Lender of its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder. Section 2.8 Interest. (a) BASE RATE. The Borrower agrees to pay interest in respect of the unpaid principal amount of each Base Rate Loan from the date of Borrowing thereof until the earlier of (i) the maturity thereof (whether by acceleration or otherwise) and (ii) the conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section 2.6 or 2.9, as applicable, at a rate per annum which shall be equal to the sum of the Applicable Margin plus the Base Rate each as in effect from time to time. (b) EURODOLLAR RATE. The Borrower agrees to pay interest in respect of the unpaid principal amount of each Eurodollar Loan from the date of Borrowing thereof until the earlier of (i) the maturity thereof (whether by acceleration or otherwise) and (ii) the conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Section 2.6, 2.9 or 2.10, as applicable, at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the Applicable Margin plus the Eurodollar Rate for such Interest Period. infoUSA Amended and Restated Credit Agreement - 34 - (c) DEFAULT RATE. While an Event of Default exists, the rate otherwise applicable to any Loan shall bear interest at a rate per annum equal to two percent (2%) per annum in excess of the rate otherwise in effect to such Loan, and all other overdue amounts payable hereunder or under any other Credit Document shall bear interest at a rate per annum equal to the rate which is 2% in excess of the rate applicable to Revolving Loans maintained as Base Rate Loans from time to time. Interest which accrues under this Section 2.8(c) shall be payable on demand. (d) WHEN INTEREST DUE AND PAYABLE. Except as set forth in subsection (c), accrued (and theretofore unpaid) interest shall be payable (i) in respect of each Base Rate Loan, quarterly in arrears on each Quarterly Payment Date, (ii) in respect of each Eurodollar Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Period, and (iii) in respect of each Loan, on any repayment or prepayment (on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand; provided, however, that in the case of Base Rate Loans, interest shall not be payable pursuant to preceding clause (iii) at the time of any repayment or prepayment thereof (but shall otherwise be payable as provided in preceding clause (i)) unless the respective repayment or prepayment is made either in conjunction with a permanent reduction of the Total Revolving Loan Commitment or with a repayment or prepayment in full of all outstanding Loans of the respective Tranche. (e) DETERMINATION OF EURODOLLAR RATE. Upon each Interest Determination Date, the Administrative Agent shall determine the Eurodollar Rate for each Interest Period applicable to the respective Eurodollar Loans and shall promptly notify the Borrower and the Lenders thereof. Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto. Section 2.9 Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of Conversion in respect of the making of, or conversion into, any Eurodollar Loan (in the case of the initial Interest Period applicable thereto) or prior to 10:00 A.M. on the third Business Day prior to the expiration of an Interest Period applicable to such Eurodollar Loan (in the case of any subsequent Interest Period), the Borrower shall have the right to elect, by giving the Administrative Agent notice thereof, the interest period (each an "Interest Period") applicable to such Eurodollar Loan, which Interest Period shall, at the option of the Borrower, be a one, two, three or six month period, provided that (in each case): (a) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period; (b) the initial Interest Period for any Eurodollar Loan shall commence on the date of Borrowing of such Eurodollar Loan (including the date of any conversion thereto from a Base Rate Loan) and each Interest Period occurring thereafter in infoUSA Amended and Restated Credit Agreement - 35 - respect of such Eurodollar Loan shall commence on the day on which the next preceding Interest Period applicable thereto expires; (c) if any Interest Period for a Eurodollar Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (d) if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided, however, that if any Interest Period for a Eurodollar Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (e) unless the Required Lenders otherwise agree, no Interest Period may be selected at any time when a Default or an Event of Default is then in existence; (f) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the Maturity Date for such Tranche of Loans; and (g) no Interest Period in respect of any Borrowing of Term Loans shall be selected which extends beyond any date upon which a mandatory repayment of Term Loans will be required to be made under Section 5.2(a), as the case may be, if the aggregate principal amount of Term Loans which have Interest Periods which will expire after such date will be in excess of the aggregate principal amount of Term Loans then outstanding less the aggregate amount of such required repayment. If upon the expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is not permitted to elect, a new Interest Period to be applicable to such Eurodollar Loans as provided above, the Borrower shall be deemed to have elected to convert such Eurodollar Loans into Base Rate Loans effective as of the expiration date of such current Interest Period. Section 2.10 Increased Costs, Illegality, etc. (a) DETERMINATION OF CHANGED CIRCUMSTANCES. In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any Interest Determination Date that, by reason of any changes arising after the date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the infoUSA Amended and Restated Credit Agreement - 36 - applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loan because of (A) any change since the date of this Agreement in any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, for example, but not limited to: (1) a change in the basis of taxation of payment to any Lender of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of such Lender pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein) or (2) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (B) other circumstances arising since the date of this Agreement affecting such Lender, the interbank Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has been made (A) unlawful by any law or governmental rule, regulation or order, (B) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (C) impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower shall, subject to Section 2.14, pay to such Lender, upon such Lender's written request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written infoUSA Amended and Restated Credit Agreement - 37 - notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) CONSEQUENCES OF CHANGED CIRCUMSTANCES. At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected by the circumstances described in Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days written notice to the Administrative Agent, require the affected Lender to convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.10(b). (c) RULE CHANGE CONCERNING CAPITAL ADEQUACY. If any Lender determines that after the date of this Agreement the introduction of or any change in any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning capital adequacy, or any change in interpretation or administration thereof by the NAIC or any governmental authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender's Commitments hereunder or its obligations hereunder, then the Borrower shall, subject to Section 2.14, pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender's determination of compensation owing under this Section 2.10(c) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts. Section 2.11 Compensation. The Borrower shall compensate each Lender, upon its written request (which request shall set forth in reasonable detail the basis for infoUSA Amended and Restated Credit Agreement - 38 - requesting such compensation), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurodollar Loans but excluding loss of anticipated profits) which such Lender may sustain or be deemed to have sustained: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of, or conversion from or into, Eurodollar Loans does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion (whether or not withdrawn by the Borrower or deemed withdrawn pursuant to Section 2.10(a)); (ii) if any repayment (including any repayment made pursuant to Section 5.1, Section 5.2 or as a result of an acceleration of the Loans pursuant to Section 11.2) or conversion of any of its Eurodollar Loans occurs on a date which is not the last day of an Interest Period with respect thereto; (iii) if any prepayment of any of its Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrower; (iv) as a consequence of (A) any other default by the Borrower to repay its Eurodollar Loans when required by the terms of this Agreement or any Note held by such Lender or (B) any election made pursuant to Section 2.10(b). Section 2.12 Change of Lending Office. Each Lender agrees that on the occurrence of any event giving rise to the operation of Section 2.10(a)(ii) or (iii), Section 2.10(c), Section 3.6 or Section 5.7 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event, provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.10, 2.6 and 5.7. Section 2.13 Replacement of Lenders. (a) CAUSE FOR REPLACEMENT; PAYOUT. If any Lender becomes a Defaulting Lender or otherwise defaults in its obligations to make Loans, or if, upon the occurrence of an event giving rise to the operation of Section 2.10(a)(ii) or (iii), Section 2.10(c), Section 3.6 or Section 5.7 with respect to any Lender, such Lender charges to the Borrower increased costs in excess of those being generally charged by the other Lenders, the Borrower shall have the right, if no Default or Event of Default then exists, to replace such Lender (the "Replaced Lender") with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the "Replacement Lender") and each of whom shall be required to be reasonably acceptable to the Administrative Agent, provided that: (i) at the time of any replacement pursuant to this Section 2.13, the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.4(b) (and with all fees payable pursuant to said Section 13.4(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding infoUSA Amended and Restated Credit Agreement - 39 - Loans of, and in each case participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (A) the Replaced Lender in respect thereof an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (2) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (3) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 4.1, (B) the Issuing Lender an amount equal to such Replaced Lender's RL Percentage of any Unpaid Drawing (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender to the Issuing Lender, and (C) the Swingline Lender an amount equal to such Replaced Lender's RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender to the Swingline Lender, and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. (b) REPLACEMENT LENDER BECOMES LENDER. Upon the execution of the applicable Assignment and Assumption Agreement, the payment of amounts referred to in clauses (a)(i) and (a)(ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.10, 2.11, 3.6, 5.7, 12.6 and 13.1), which shall survive as to such Replaced Lender. Section 2.14 Limitation on Additional Amounts. Notwithstanding anything to the contrary contained in Section 2.10 or 3.6, unless a Lender gives notice to the Borrower that the Borrower is obligated to pay any amount under Section 2.10 or 3.6 within 180 days after the later of (x) the date such Lender incurs the respective increased costs or reduction in the rate of return or (y) the date such Lender has actual knowledge of its incurrence of the respective increased costs or reduction in the rate of return, such Lender shall only be entitled to be compensated for such amount by the Borrower pursuant to Section 2.10 or 3.6 to the extent the respective increased costs or reduction in the rate of return are incurred or suffered on or after the date which occurs 180 days prior to such Lender giving notice to the Borrower infoUSA Amended and Restated Credit Agreement - 40 - that it is obligated to pay the respective amounts pursuant to Section 2.10 or 3.6. This Section 2.14 shall have no applicability to any Section of this Agreement other than Sections 2.10 and 3.6. ARTICLE III LETTERS OF CREDIT Section 3.1 Letters of Credit. (a) EXISTING LETTERS OF CREDIT. Under the Old Credit Agreement, the Issuing Lender issued various letters of credit for the benefit of the Companies (the "Existing Letters of Credit"). From and after the Second Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement. (b) REQUESTS FOR LETTERS OF CREDIT. Subject to and upon the terms and conditions set forth herein, the Borrower may request that the Issuing Lender issue, at any time and from time to time on and after the Second Closing Date and prior to the 30th day prior to the Revolving Loan Maturity Date, for the account of the Borrower and for the benefit of (x) any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations of the Borrower or any of its Subsidiaries, an irrevocable standby letter of credit, in a form customarily used by the Issuing Lender or in such other form as has been approved by the Issuing Lender, and (y) sellers of goods to the Borrower or any of its Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by the Issuing Lender or in such other form as has been approved by the Issuing Lender (each such letter of credit, a "Letter of Credit" and, collectively, the "Letters of Credit"). All Letters of Credit shall be denominated in Dollars and shall be issued on a sight basis only. (c) COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to and upon the terms and conditions set forth herein, the Issuing Lender agrees that it will, at any time and from time to time on and after the Second Closing Date and prior to the 30th day prior to the Revolving Loan Maturity Date, following its receipt of the respective Letter of Credit Request, issue for the account of the Borrower, one or more Letters of Credit as are permitted to remain outstanding hereunder without giving rise to a Default or an Event of Default, provided that the Issuing Lender shall be under no obligation to issue any Letter of Credit of the types described above if at the time of such issuance: (i) any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit or any requirement of law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any infoUSA Amended and Restated Credit Agreement - 41 - restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effect with respect to the Issuing Lender on the date hereof, or any unreimbursed loss, cost or expense which was not applicable or in effect with respect to the Issuing Lender as of the date hereof and which the Issuing Lender reasonably and in good faith deems material to it; or (ii) the Issuing Lender shall have received from the Borrower or the Required Lenders prior to the issuance of such Letter of Credit, notice of the type described in the second sentence of Section 3.3(b). Section 3.2 Maximum Letter of Credit Outstandings; Final Maturities. Notwithstanding anything to the contrary contained in this Agreement, (a) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, such Letter of Credit) at such time would exceed either (i) $10,000,000 or (ii) when added to the sum of (A) the aggregate principal amount of all Revolving Loans then outstanding and (B) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time, and (b) each Letter of Credit shall by its terms terminate on or before the earlier of (i) (A) in the case of standby Letters of Credit, the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be extendible for successive periods of up to 12 months, but, in each case, not beyond the third Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (B) in the case of trade Letters of Credit, the date which occurs 180 days after the date of issuance thereof, and (ii) 30 days prior to the Revolving Loan Maturity Date. Section 3.3 Letter of Credit Requests; Minimum Stated Amount. (a) LETTER OF CREDIT REQUESTS. Whenever the Borrower desires that a Letter of Credit be issued for its account, the Borrower shall give the Administrative Agent and the Issuing Lender at least five Business Days (or such shorter period as is acceptable to the Issuing Lender) written notice thereof (including by way of facsimile). Each notice shall be in the form of Exhibit F, appropriately completed (each a "Letter of Credit Request"). Further, in conjunction with each Letter of Credit Request, Borrower shall submit an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Lender. (b) ISSUANCE OF LETTERS OF CREDIT. The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that such Letter of Credit may be issued in accordance with, and will not violate the infoUSA Amended and Restated Credit Agreement - 42 - requirements of, Section 3.2. Unless the Issuing Lender has received notice from the Borrower or the Required Lenders before it issues a Letter of Credit that one or more of the conditions specified in Articles VI or VII are not then satisfied, or that the issuance of such Letter of Credit would violate Section 3.2, then the Issuing Lender shall, subject to the terms and conditions of this Agreement, issue the requested Letter of Credit for the account of the Borrower in accordance with the Issuing Lender's usual and customary practices. Upon the issuance of or modification or amendment to any standby Letter of Credit, the Issuing Lender shall promptly notify the Administrative Agent and each Participant of such issuance, modification or amendment as the case may be. Notwithstanding anything to the contrary contained in this Agreement, in the event that a Lender Default exists, the Issuing Lender shall not be required to issue any Letter of Credit unless the Issuing Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Lender's risk with respect to the participation in Letters of Credit by the Defaulting Lender or Lenders, including by cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of the Letter of Credit Outstandings. (c) MINIMUM INITIAL STATED AMOUNT. The initial Stated Amount of each Letter of Credit shall not be less than $50,000 or such lesser amount as is acceptable to the Issuing Lender. Section 3.4 Letter of Credit Participations. (a) SALE OF PARTICIPATIONS. Immediately upon the issuance by the Issuing Lender of any Letter of Credit, the Issuing Lender shall be deemed to have sold and transferred to each RL Lender, other than the Issuing Lender (each such Lender, in its capacity under this Section 3.4, a "Participant"), and each such Participant shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant's RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Sections 2.13 or 13.4(b), it is hereby agreed that, with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations pursuant to this Section 3.4 to reflect the new RL Percentages of the assignor and assignee Lender. (b) ISSUING LENDER'S DUTIES TO OTHER LENDERS. In determining whether to pay under any Letter of Credit, the Issuing Lender shall not have an obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the Issuing Lender under or in connection with any Letter of Credit shall not create for the Issuing Lender any infoUSA Amended and Restated Credit Agreement - 43 - resulting liability to the Borrower, any other Credit Party, any Lender or any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (c) REIMBURSEMENT BY PARTICIPANTS. In the event that the Issuing Lender makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to the Issuing Lender pursuant to Section 3.5(a), the Issuing Lender shall promptly notify the Administrative Agent, which shall promptly notify each Participant of such failure, and each Participant shall promptly and unconditionally pay to the Issuing Lender the amount of such Participant's RL Percentage of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 12:00 noon on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to the Issuing Lender in Dollars such Participant's RL Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its RL Percentage of the amount of such payment available to the Issuing Lender, such Participant agrees to pay to the Issuing Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Issuing Lender at the overnight Federal Funds Rate for the first three days and at the interest rate applicable to Revolving Loans maintained as Base Rate Loans for each day thereafter. The failure of any Participant to make available to the Issuing Lender its RL Percentage of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to the Issuing Lender its RL Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to the Issuing Lender such other Participant's RL Percentage of any such payment. (d) REIMBURSEMENT OF PARTICIPANTS. Whenever the Issuing Lender receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to subsection (c), the Issuing Lender shall pay to each such Participant which has paid its RL Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant's share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations. (e) COPIES OF DOCUMENTS. Upon the request of any Participant, the Issuing Lender shall furnish to such Participant copies of any Letter of Credit and such other documentation as may reasonably be requested by such Participant. (f) PARTICIPANT'S OBLIGATIONS IRREVOCABLE. The obligations of the Participants to make payments to the Issuing Lender with respect to Letters of Credit infoUSA Amended and Restated Credit Agreement - 44 - shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower or any Subsidiary of the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or (v) the occurrence of any Default or Event of Default. Section 3.5 Agreement to Repay Letter of Credit Drawings. (a) OBLIGATION TO REPAY DRAWINGS. The Borrower agrees to reimburse the Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by the Issuing Lender under any Letter of Credit (each such amount, so paid until reimbursed, an "Unpaid Drawing"), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.1(e) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by the Issuing Lender, to the extent not reimbursed prior to 11:00 A.M. on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date the Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 11:00 A.M. on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.1(e), interest shall thereafter accrue on the amounts so paid or disbursed by the Issuing Lender (and until infoUSA Amended and Restated Credit Agreement - 45 - reimbursed by the Borrower) at a rate per annum equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, with interest to be payable on demand. The Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit; provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower's obligations hereunder. (b) OBLIGATIONS ABSOLUTE. The obligations of the Borrower under this Section 3.5 to reimburse the Issuing Lender with respect to drawings under Letters of Credit (each a "Drawing") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against the beneficiary or any Lender (including in its capacity as the Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse the Issuing Lender for any wrongful payment made by the Issuing Lender under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision). Section 3.6 Increased Costs. If at any time after the date of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any governmental authority charged with the interpretation or administration thereof, or compliance by the Issuing Lender or any Participant with any request or directive by the NAIC or by any such authority (whether or not having the force of law), shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Issuing Lender or participated in by any Participant, or (b) impose on the Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to the Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by the Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or profits of the Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, upon the delivery of the certificate referred to below to the Borrower by the infoUSA Amended and Restated Credit Agreement - 46 - Issuing Lender or any Participant (a copy of which certificate shall be sent by the Issuing Lender or such Participant to the Administrative Agent), the Borrower shall, subject to Section 2.14, pay to the Issuing Lender or such Participant such additional amount or amounts as will compensate such Lender for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. The Issuing Lender or any Participant, upon determining that any additional amounts will be payable pursuant to this Section 3.6, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by the Issuing Lender or such Participant (a copy of which certificate shall be sent by the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate the Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.6 shall, absent manifest error, be final and conclusive and binding on the Borrower. ARTICLE IV COMMITMENT FEE; FEES; REDUCTIONS OF COMMITMENT. Section 4.1 Fees. (a) COMMITMENT FEE. The Borrower agrees to pay to the Administrative Agent for distribution to each Non-Defaulting RL Lender a commitment fee (the "Commitment Fee") for the period from and including the First Closing Date to but excluding the Revolving Loan Maturity Date (or such earlier date on which the Total Revolving Loan Commitment has been terminated) computed at a rate per annum for each day equal to the Applicable Margin (i.e., the Commitment Fee Rate as specified in the definition of "Applicable Margin") on the daily average Unutilized Revolving Loan Commitment of such Non-Defaulting Lender. Accrued Commitment Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the date upon which the Total Revolving Loan Commitment is terminated. (b) LETTER OF CREDIT FEE. The Borrower agrees to pay to the Administrative Agent for distribution to each RL Lender (based on each such RL Lender's respective RL Percentage) a fee in respect of each Letter of Credit (the "Letter of Credit Fee") for the period from and including the date of issuance of such Letter of Credit to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum equal to the Applicable Margin then in effect with respect to Revolving Loans maintained as Eurodollar Loans on the daily Stated Amount of each such Letter of Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the first day on or after the termination of the Total Revolving Loan Commitment upon which no Letters of Credit remain outstanding. (c) FRONTING FEE. The Borrower agrees to pay to the Issuing Lender, for its own account, a fronting fee in respect of each Letter of Credit (the "Fronting Fee") for infoUSA Amended and Restated Credit Agreement - 47 - the period from and including the date of issuance of such Letter of Credit to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum equal to 1/8 of 1% on the Stated Amount of such Letter of Credit. Fronting Fees shall be due and payable quarterly in arrears on the next Business Day following each Quarterly Payment Date and upon the first day on or after the termination of the Total Revolving Loan Commitment upon which no Letters of Credit remain outstanding. (d) LETTER OF CREDIT ADMINISTRATIVE FEES. The Borrower agrees to pay to the Issuing Lender, for its own account, upon each payment under, issuance of, or amendment to, any Letter of Credit, such amount as shall at the time of such event be the administrative charge and the reasonable expenses which the Issuing Lender is generally imposing in connection with such occurrence with respect to letters of credit. In addition the Borrower shall pay directly to the Issuing Lender, for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, relating to letters of credit as from time to time in effect. Such fees and charges are due and payable on demand and are nonrefundable. (e) ADMINISTRATIVE AGENT FEES. The Borrower agrees to pay to the Administrative Agent, for its own account, such other fees as have been agreed to in writing by the Borrower and the Administrative Agent. Section 4.2 Voluntary Termination of Unutilized Revolving Loan Commitments. Upon at least one Business Day's prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate the Total Unutilized Revolving Loan Commitment in whole, or reduce it in part, pursuant to this Section 4.2, in an integral multiple of $500,000 in the case of partial reductions to the Total Unutilized Revolving Loan Commitment, provided that each such reduction shall apply proportionately to permanently reduce the Revolving Loan Commitment of each RL Lender. Section 4.3 Mandatory Reduction of Commitments. (a) TERM FACILITY A. The Total Term Facility A Commitment (and the Term Facility A Commitment of each Lender) terminated on the First Closing Date. (b) TERM FACILITY B. The Total Term Facility B Commitment (and the Term Facility B Commitment of each Lender) shall terminate in full on the Second Closing Date immediately following the making of the Term Facility B Loans. (c) REVOLVING FACILITY. In addition to any other mandatory commitment reductions pursuant to this Section 4.3, the Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Lender) shall terminate in its entirety on the infoUSA Amended and Restated Credit Agreement - 48 - earlier of (i) the Revolving Loan Maturity Date and (ii) unless the Required Lenders otherwise agree, the date on which a Change of Control occurs. (d) OTHER REDUCTIONS OF REVOLVING FACILITY COMMITMENT. In addition to any other mandatory commitment reductions pursuant to this Section 4.3, on each date after the Second Closing Date upon which a Mandatory Prepayment is required under Sections 5.4 and 5.5 and the amount thereof exceeds the aggregate principal amount of Term Loans then outstanding, the Total Revolving Loan Commitment shall be permanently reduced by the amount, if any, by which the amount required to be applied pursuant to said Sections exceeds the aggregate principal amount of Term Loans then outstanding. Comment 1. How should this section work if term loan payments are refused? (e) APPLICATION OF REDUCTIONS. Each reduction and/or termination to the Total Term Facility A Commitment, Total Term Facility B Commitment, and the Total Revolving Loan Commitment shall be applied to proportionately reduce and/or terminate the applicable Commitment of each applicable Lender. ARTICLE V PREPAYMENTS; PAYMENTS; TAXES. Section 5.1 Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent prior to 11:00 A.M. at the Notice Office (i) at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (ii) at least three Business Days prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Facility A Loans, Term Facility B Loans, Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, and which notice the Administrative Agent shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders; (b) each partial prepayment pursuant to this Section 5.1 shall be in an aggregate principal amount of at least $5,000,000 for Eurodollar Loans, $500,000 for Base Rate Loans other than Swingline Loans, and $100,000 for Swingline Loans, provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount infoUSA Amended and Restated Credit Agreement - 49 - applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (c) each prepayment pursuant to this Section 5.1 in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 5.1, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (d) each prepayment of Term Loans pursuant to this Section 5.1 shall be applied to reduce the then remaining Term Facility A Scheduled Repayments or Term Facility B Scheduled Repayments, as applicable, in the inverse order of maturity. Section 5.2 Mandatory Prepayment of Revolving Facility. On any day on which the sum of (i) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (ii) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (iii) the aggregate amount of all Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment of such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lender and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent. Section 5.3 Term Facility Scheduled Repayment Dates. (a) TERM FACILITY A SCHEDULED REPAYMENT. In addition to any other mandatory repayments pursuant to Sections 5.4 and 5.5, on each date set forth below, the Borrower shall be required to repay that principal amount of Term Facility A Loans, to the extent then outstanding, as is set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Sections 5.1, 5.4 and 5.5, a "Term Facility A Scheduled Repayment"): infoUSA Amended and Restated Credit Agreement - 50 -

(b) TERM FACILITY B SCHEDULED REPAYMENT. In addition to any other mandatory repayments pursuant to this Sections 5.4 and 5.5, on each date set forth below, the Borrower shall be required to repay that principal amount of Term Facility B Loans, to the extent then outstanding, as is set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Sections 5.1, 5.4 and 5.5, a "Term Facility B Scheduled Repayment"):

Section 5.4 Mandatory Prepayment of Term Loans. The Borrower shall prepay the Term Loans in accordance with Section 5.5 upon the occurrence of any of the following events on or after the Second Closing Date (any such payment, a "Mandatory Prepayment"): (a) EQUITY ISSUANCE. On each date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity (other than cash proceeds received (i) from the issuance by the Borrower of shares of its common stock (including as a result of the exercise of any options with regard thereto), or options to purchase shares of its common stock, to officers, directors and employees of the Borrower or any of its Subsidiaries, in an aggregate amount not to exceed $500,000 in any fiscal year of the Borrower, or (ii) from equity contributions to any Subsidiary of the Borrower to the extent made by infoUSA Amended and Restated Credit Agreement - 51 - the Borrower or another Subsidiary of the Borrower), the Borrower shall pay to the Agent for application to the Term Loans an amount equal to 50% of the Net Equity Proceeds of such capital contribution or sale or issuance of equity (b) DEBT ISSUANCE. On each date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 10.4), the Borrower shall pay to the Agent for application to the Term Loans an amount equal to 100% of the applicable Net Debt Proceeds. (c) ASSET SALES. On each date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Asset Sale, the Borrower shall pay to the Agent for application to the Term Loans an amount equal to 100% of the Net Sale Proceeds therefrom; provided that: (i) with respect to no more than $5,000,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of the Borrower, the Net Sale Proceeds therefrom shall not be required to be so applied on such date so long as no Default or Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used to purchase assets used or to be used in the business permitted pursuant to Section 10.13 (including, without limitation (but only to the extent permitted by Section 10.2), the purchase of the assets or 100% of the capital stock of a Person engaged in such businesses) within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and (ii) provided further, that if all or any portion of such Net Sale Proceeds not required to be applied to the repayment of outstanding Term Loans are not so reinvested within such 180-day period (or such earlier date, if any, as the Borrower determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as a mandatory repayment of principal of outstanding Term Loans as provided in clause (i) above without regard to the preceding proviso. Notwithstanding the foregoing, Net Sale Proceeds of up to $7,000,000 from the sale of the Borrower's property consisting of approximately 25.7 acres in two parcels located in Montebello, New York shall not be required to be applied to a mandatory prepayment of Term Loans pursuant to this Subsection (c). (d) RECOVERY EVENT PROCEEDS. Within 10 days following each date upon which any Company receives any cash proceeds from any Recovery Event (other than Recovery Events for which the Net Recovery Event Proceeds do not exceed $100,000), the Borrower shall pay to the Agent for application to the Term Loans an amount equal to 100% of such Net Recovery Event Proceeds; provided that: infoUSA Amended and Restated Credit Agreement - 52 - (i) so long as no Default or Event of Default then exists, such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Recovery Event Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid within 180 days following the date of the receipt of such Net Recovery Event Proceeds (which certificate shall set forth the estimates of the Net Recovery Event Proceeds to be so expended); (ii) if the amount of such Net Recovery Event Proceeds exceeds $2,500,000, then the entire amount of such Net Recovery Event Proceeds (and not just the portion of such Net Recovery Event Proceeds in excess of $2,500,000) shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay actual costs incurred by the Companies in connection with the replacement or restoration of the applicable properties or assets (pursuant to such certification requirements as may be reasonably required by the Administrative Agent, including certifications to the effect that (x) no Default or Event of Default then exists and (y) the Companies have actually incurred such costs (which certification shall be accompanied by any paid invoices or invoices required to be paid within 5 Business Days thereafter)), although at any time while an Event of Default exists, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder, and (iii) if all or any portion of such Net Recovery Event Proceeds not required to be applied to the repayment of outstanding Term Loans pursuant to clause (i) are not so used within 180 days after the date of the receipt of such Net Recovery Event Proceeds (or such earlier date, if any, as the Borrower determines not to reinvest the Net Recovery Event Proceeds relating to such Recovery Event as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as a mandatory repayment of principal of outstanding Term Loans as provided in Section 5.5. (e) EXCESS CASH FLOW RECAPTURE. Until the Borrower's Total Leverage Ratio is 2.50 to 1 or less for two consecutive quarters, each year, not later than 15 days after the Borrower's audited financial statements are due under Section 9.1(c), the Borrower shall pay to the Agent for application to the Term Loans an amount equal to 50% of Excess Cash Flow. infoUSA Amended and Restated Credit Agreement - 53 - Section 5.5 Application of Mandatory Prepayments. (a) PRO RATA APPLICATION OF MANDATORY PREPAYMENTS. Each Mandatory Prepayment shall be applied pro-rata to reduce the then remaining Term Facility A Scheduled Repayments and Term Facility B Scheduled Repayments in the inverse order of maturity. If all Term Facility A Loans have been satisfied, the entire amount of Mandatory Prepayments shall be applied to Term Facility B Scheduled Repayments. (b) TERM FACILITY B LENDERS' RIGHTS TO REFUSE MANDATORY PREPAYMENTS. Notwithstanding subsection (a), each Lender holding a Term Facility B Commitment may, in its sole discretion, elect not to accept any Mandatory Prepayment. Each such Lender may make such election from time to time by giving written notice to the Administrative Agent. Each such Lender's election shall be effective on the Business Day the Administrative Agent receives the applicable notice, provided that notices received after 10:00 a.m. shall be deemed received on the next Business Day, and shall remain effective until revoked by written notice to the Administrative Agent. The amount of any Mandatory Prepayments that any Lender holding a Term Facility B Commitment elects not to receive ("Refused Payment Amount") shall be added to the amount to be distributed to Lenders holding Term Facility A Commitments, provided that if all Term Facility A Loans have been satisfied, the Borrower may retain the Refused Payment Amount. (c) APPLICATIONS TO TYPES OF LOANS. The Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the applicable Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the applicable Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, except as provided in Subsection (b). In the absence of a designation by the Borrower as described in this Subsection (c), the Administrative Agent shall, subject to the above, make such designation in its sole discretion. infoUSA Amended and Restated Credit Agreement - 54 - (d) REVOLVING LOANS. Upon the payment in full of all Term Loans, 50% of all Net Equity Proceeds, 100% of all Net Debt Proceeds and 100% of all cash proceeds from any Asset Sale (except as provided in Section 5.2(c)), which in each case before repayment of the Term, Loans would be required to be applied to the repayment thereof, shall be forthwith applied to the mandatory repayment of the Revolving Loans. Concurrent with such application, the Total Revolving Loan Commitment shall be reduced by a like amount. (e) MATURITY DATE; CHANGE OF CONTROL. Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, (i) all then outstanding Loans of any Tranche shall be repaid in full on the respective Maturity Date for such Tranche of Loans and (ii) unless the Required Lenders otherwise agree, all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs. Section 5.6 Method and Place of Payment. Except as otherwise specifically provided herein, all payments under this Agreement or under any Note shall be made to the Administrative Agent for the account of the Lender or Lenders entitled thereto not later than 11:00 A.M. on the date when due and shall be made in Dollars in immediately available funds at the Payment Office. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable rate during such extension. Section 5.7 Net Payments. (a) PAYMENTS NET OF TAXES. All payments made by the Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.7(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or measured by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to infoUSA Amended and Restated Credit Agreement - 55 - the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written request of such Lender, for taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) IRS FORMS TO BE DELIVERED BY LENDERS. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Second Closing Date or, in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.13 or 13.4(b) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (A) a certificate substantially in the form of Exhibit G (any such certificate, a "Section 5.7(b)(ii) Certificate") and (B) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender's entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Second Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, such Lender will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), Form W-8BEN (with respect to the infoUSA Amended and Restated Credit Agreement - 56 - portfolio interest exemption) and a Section 5.7(b)(ii) Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or such Lender shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 5.7(b). (c) BORROWER'S RIGHT TO WITHHOLD TAXES. Notwithstanding anything to the contrary contained in Section 5.7(a), but subject to Sections 5.7(b) and 13.4(b), (i) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (ii) the Borrower shall not be obligated pursuant to Section 5.7(a) to gross-up payments to be made to a Lender in respect of income or similar taxes imposed by the United States if (A) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to Section 5.7(b) or (B) in the case of a payment, other than interest, to a Lender described in Section 5.7(b)(ii), to the extent that such Forms do not establish a complete exemption from withholding of such taxes. (d) CHANGE IN TAX LAWS. Subject to Section 5.7 and except as set forth in Section 13.4(b), the Borrower further agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 5.7(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes deducted or withheld by it as described in subsection (c) as a result of any changes that are effective after the First Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. ARTICLE VI CONDITIONS PRECEDENT TO CREDIT EVENTS Section 6.1 Second Closing Date. This Agreement shall become effective as of the date (the "Second Closing Date") on which each of the following conditions shall have been satisfied: (a) the Borrower and the Administrative Agent shall have signed a counterpart hereof (whether the same or different counterparts) and shall have infoUSA Amended and Restated Credit Agreement - 57 - delivered the same to the Administrative Agent at the Notice Office, and the Lenders shall have consented to the form of this Agreement, and (b) the Administrative Agent shall have determined that it has received evidence, in form and substance reasonably satisfactory to it, that the conditions set forth in Sections 6.2 through 6.20, inclusive, have been satisfied (except for such conditions (i) which in the Administrative Agent's determination are not sufficiently material to justify a delay in closing and (ii) as to which the Borrower has given written assurances to the Administrative Agent that such conditions shall be satisfied within thirty days, it being expressly understood and Borrower agrees that failure to timely satisfy such conditions constitutes an Event of Default). Section 6.2 Disclosure Letter; Notes. The Borrower shall cause the Lenders to receive an executed copy of the Disclosure Letter, dated the Second Closing Date, which shall be in form and substance satisfactory to the Administrative Agent and the Required Lenders, and there shall have been delivered to the Administrative Agent for the account of each of the Lenders that has requested same the appropriate Term Note and/or Revolving Note executed by the Borrower and to the extent requested by the Swingline Lender, the Swingline Note executed by the Borrower, in each case, in the amount, maturity and as otherwise provided herein. Section 6.3 Officer's Certificate. The Borrower shall cause the Administrative Agent to receive a certificate, dated the Second Closing Date and signed on behalf of the Borrower by the Chairman of the Board, the President, the Chief Financial Officer, any Vice President, or the Secretary of the Borrower, certifying on behalf of the Borrower that all of the conditions in Sections 6.9, 6.10, 6.11 and 7.1 have been satisfied on such date (although no such certification shall be required to the extent that any determination to be made under any such Section is to be made by the Administrative Agent or any Lender). Section 6.4 Opinion of Counsel. The Borrower shall cause the Administrative Agent to receive from Robins Kaplan Miller & Ciresi LLP, special counsel to the Borrower, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Second Closing Date in such form and covering such matters as the Administrative Agent may reasonably request. Section 6.5 OneSource Acquisition. (a) The Borrower shall deliver to the Administrative Agent copies of the OneSource Acquisition Documents. (b) At least 51% of the common stock of the Target shall have been validly tendered pursuant to the tender offer dated as of May 6, 2004 and not withdrawn. (c) All aspects of the OneSource Acquisition shall be consummated in accordance with the OneSource Acquisition Documents and no provision thereof shall have been amended, supplemented, waived or otherwise modified in any infoUSA Amended and Restated Credit Agreement - 58 - material respect without the prior written consent of the Administrative Agent and Lenders. (d) The Lenders shall have received the unaudited financial statements of the Target Companies dated March 31, 2004. (e) The Lenders shall have received a final statement of sources and uses of funds regarding the OneSource Acquisition. (f) The Lenders shall have received the final projected financial statements (including balance sheets and statements of operations, stockholders' equity and cash flow) of the Companies for the six-year period after the Second Closing Date. (g) The Lenders shall have received a pro forma opening balance sheet for Companies as of the Second Closing Date after giving effect to the OneSource Acquisition and the funding of the initial Term Facility B Loan. (h) The Lenders shall have received evidence that the Target has satisfied all obligations owed to, and terminated its credit relationship with, Silicon Valley National Bank and that such creditor has terminated or authorized the Borrower or the Administrative Agent to terminate any UCC financing statements. Section 6.6 Closing Leverage Ratio. The Borrower's Closing Leverage Ratio shall be not greater than 3.00 to 1.0 on the Second Closing Date. For the purposes of this Section, (a) "Closing Leverage Ratio" means the ratio of Total Funded Debt on the Second Closing Date to Combined EBITDA; (b) "Total Funded Debt" on the Second Closing Date means Total Funded Debt of the Borrower minus all cash of Target greater than $3,000,000, (c) "Combined EBITDA" means the Consolidated EBITDA of the Borrower and the Target, and (d) it shall be assumed that (i) 100% of the Target's shares have been tendered, (ii) the entire purchase price for the Target's stock (and all Term Facility B Loans) has been funded, including all costs associated with the OneSource Acquisition such as breakup and underwriting fees and fees associated with repayment of the Target's indebtedness Section 6.7 Corporate Documents; Proceedings; etc. (a) The Borrower shall cause the Administrative Agent to receive a certificate from each Credit Party, dated the Second Closing Date, signed by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit H with appropriate insertions, together with copies of the certificate of incorporation and infoUSA Amended and Restated Credit Agreement - 59 - by-laws (or equivalent organizational documents) of such Credit Party if not delivered pursuant to the Old Credit Agreement, and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent. (b) All corporate, partnership and limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by the OneSource Acquisition Documents, this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent and the Required Lenders, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities. Section 6.8 Plans; Shareholders' Agreements; Employment Agreements. The Borrower shall cause the Administrative Agent to receive true and correct copies of the following documents or shall certify that no modifications have been made thereto since the First Closing Date: (a) EMPLOYEE BENEFIT PLANS - all Plans (and for each Plan that is required to file an annual report on Internal Revenue Service Form 5500-series, a copy of the most recent such report (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information), and for each Plan that is subject to Title IV of ERISA and that is a "single-employer plan," as defined in Section 4001(a)(15) of ERISA, the most recently prepared actuarial valuation therefor); provided that, the foregoing shall apply in the case of any multiemployer plan, as defined in Section 4001(a)(3) of ERISA, only to the extent that any document described therein is in the possession of the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate or reasonably available thereto from the sponsor or trustee of any such Plan ("Employee Benefit Plans"); (b) SHAREHOLDER AGREEMENTS - all agreements entered into by the Borrower or any of its Subsidiaries governing the terms and relative rights of its capital stock and any agreements entered into by its shareholders relating to any such entity with respect to its capital stock (collectively, the "Shareholders' Agreements"); (c) EMPLOYMENT AGREEMENTS - all material employment agreements entered into by the Borrower or any of its Subsidiaries (collectively, the "Employment Agreements"); all of which Employee Benefit Plans, Shareholders' Agreements, and Employment Agreements shall be in full force and effect on the Second Closing Date. infoUSA Amended and Restated Credit Agreement - 60 - Section 6.9 Fee Payment. The Borrower shall have paid all fees and expenses to be paid by the Borrower under the Credit Documents in conjunction with the execution and delivery of this Agreement. Section 6.10 Adverse Change, etc. (a) Nothing shall have occurred (and neither the Administrative Agent nor any Lender shall have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect. (b) All necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the transactions contemplated by the OneSource Acquisition Documents, the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the transactions contemplated by the Credit Documents or otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the transactions contemplated by the Credit Documents or otherwise referred to herein or therein. Section 6.11 Litigation. There shall be no actions, suits or proceedings pending or threatened (i) with respect to the OneSource Acquisition, this Agreement or any other Credit Document or (ii) which the Administrative Agent or the Required Lenders shall reasonably determine could reasonably be expected to have a Material Adverse Effect. Section 6.12 Reaffirmation Agreement. Each Credit Party other than Target and the Acquisition Subsidiary shall have duly authorized, executed and delivered to the Collateral Agent, the Reaffirmation Agreement. Section 6.13 Mortgage Amendments. The Borrower shall have duly authorized, executed and delivered amendments in appropriate form for recording, with respect to the Mortgages encumbering the properties located in Omaha, Nebraska, Carter Lake, Iowa and Marshfield, Wisconsin, providing that each such Mortgage shall secure payment of all of the Loans, together with: (a) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements and such amendments; (b) with respect to each Mortgaged Property, an ALTA Loan Policy 1970 (10-17-70) (or other form acceptable to the Collateral Agent and the Lenders) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to the Collateral Agent and the Lenders insuring (or undertaking to infoUSA Amended and Restated Credit Agreement - 61 - insure, in the case of a binder) that the Mortgage, as amended, creates and constitutes a valid first Lien against the Mortgaged Property in favor of the Collateral Agent, subject only to exceptions acceptable to the Collateral Agent and the Lenders, with such endorsements and affirmative insurance as the Collateral Agent or any Lender may reasonably request; (c) evidence that the Collateral Agent has been named as lender loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance, required by the Mortgages; (d) evidence that the Mortgaged Properties are covered by flood insurance and earthquake insurance on terms satisfactory to the Collateral Agent and the Lenders; (e) proof of payment of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of the amendments to the Mortgages or the issuance of the title insurance policies (whether due on the Second Closing Date or in the future) including sums due in connection with any future advances; (f) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Collateral Agent shall be granted a Lien for the benefit of the Lenders, as requested by the Collateral Agent or any Lender; and (g) evidence that all other actions necessary or, in the opinion of the Collateral Agent or the Lenders, desirable to perfect and protect the first priority Lien created by the Mortgages, and to enhance the Collateral Agent's ability to preserve and protect its interests in and access to the Collateral, have been taken; Section 6.14 Evidence of Perfection, etc. The Administrative Agent shall have received the following: (a) evidence that financing statements naming each Credit Party other than Target and the Acquisition Subsidiary as debtor and the Collateral Agent as secured party have been filed in all appropriate filing offices as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement and the Mortgages; (b) evidence that no financing statement naming any Company as debtor is of record except with respect to Permitted Liens or in respect of which the Collateral Agent shall have received termination statements or the authority to file termination statements upon satisfaction of a Company's obligations to be satisfied on or before the consummation of the OneSource Acquisition; infoUSA Amended and Restated Credit Agreement - 62 - (c) to the extent the Collateral Agent shall request, duly executed Control Agreements with respect to any Collateral in which a security interest therein is perfected by control under the UCC; and (d) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Security Agreement have been taken. Section 6.15 Insurance Policies. The Administrative Agent shall have received standard lenders' loss payable endorsements with respect to the insurance policies or other instruments or documents evidencing insurance coverage on the properties of the Credit Parties in accordance with Section 9.3. Section 6.16 Financial Statements; Projections. The Administrative Agent shall have received true and correct copies of (i) the financial statements referred to in Sections 8.5(a) and (b), and (ii) the Projections referred to in Sections 8.5(e), all of which financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders. Section 6.17 Solvency Certificate; Insurance Certificates. On or prior to the Second Closing Date, the Administrative Agent shall have received the following dated the Second Closing Date: (a) a solvency certificate from the chief financial officer of the Borrower in the form of Exhibit I; and (b) certificates of insurance complying with the requirements of Section 9.3 for the business and properties of the Companies, in form and substance reasonably satisfactory to the Administrative Agent and naming the Collateral Agent as an additional insured and as lender loss payee, and stating that such insurance shall not be canceled without at least 30 days prior written notice by the insurer to the Collateral Agent. Section 6.18 Rating. The Lenders shall have received evidence that S&P and Moody's have reviewed the proforma combined financial statements of the Borrower and the Target (after giving effect to the consummation of the OneSource Acquisition) and assigned a rating. Section 6.19 Market Disruption. There shall not exist any material disruption or material adverse change in the financial or capital markets generally or for the Credit Parties in particular or in the market for syndicated credit facilities that could in the good faith judgment of the Lead Arranger be expected to materially adversely affect the syndication of the credit facilities. Section 6.20 Fees, etc. On or prior to the Second Closing Date, the Borrower shall have paid to the Administrative Agent as arranger ("Arranger") all costs, fees and infoUSA Amended and Restated Credit Agreement - 63 - expenses (including, without limitation, legal fees and expenses) payable to the Administrative Agent and the Arranger to the extent then due. ARTICLE VII CONDITIONS PRECEDENT TO ALL CREDIT EVENTS. The obligation of each Lender to make Loans (including Loans made on the Second Closing Date), and the obligation of the Issuing Lender to issue Letters of Credit, is subject, at the time of each such Credit Event (except as hereinafter indicated), to the satisfaction of the following conditions: Section 7.1 No Default; Representations and Warranties. At the time of each such Credit Event and also after giving effect thereto (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date of such Credit Event (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date). Section 7.2 Minimum Liquidity. Until the consummation of the merger with the Target, after giving effect to any requested Loan, the sum of the amount available to be drawn on the Revolving Facility plus cash at the Target shall be not less than $25,000,000. Section 7.3 Notice of Borrowing; Letter of Credit Request. (a) Prior to the making of each Loan (other than a Swingline Loan or a Revolving Loan made pursuant to a Mandatory Borrowing), the Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.3(a). Prior to the making of each Swingline Loan, the Swingline Lender shall have received the notice referred to in Section 2.3(b)(i). (b) Prior to the issuance of each Letter of Credit, the Administrative Agent and the Issuing Lender shall have received a Letter of Credit Request meeting the requirements of Section 3.3(a). The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by the Borrower to the Administrative Agent and each of the Lenders that all the conditions specified in Article VI (with respect to Credit Events on the Second Closing Date) and in this Article VII (with respect to Credit Events on or after the Second Closing Date) and applicable to such Credit Event exist as of that time. All of the Notes, certificates, legal opinions and other documents and papers referred to in Article VI and in this Article VII, unless otherwise specified, shall be delivered to the Administrative Agent at the Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient infoUSA Amended and Restated Credit Agreement - 64 - counterparts or copies for each of the Lenders and shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders. ARTICLE VIII REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In order to induce the Lenders to enter into this Agreement and to make the Loans, and issue (or participate in) the Letters of Credit as provided herein, the Borrower makes the following representations, warranties and agreements all of which shall survive the execution and delivery of this Agreement and the Notes and the making of the Loans and the issuance of the Letters of Credit, with the occurrence of each Credit Event on or after the Second Closing Date being deemed to constitute a representation and warranty that the matters specified in this Article VIII are true and correct in all material respects on and as of the Second Closing Date and on the date of each such other Credit Event (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date). Section 8.1 Organizational Status. Each Company, and to the Borrower's knowledge as of the Second Closing Date, each Target Company, other than an Inactive Subsidiary, (i) is a duly organized and validly existing corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate, partnership or limited liability company power and authority, as the case may be, to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualifications except for failures to be so qualified which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Section 8.2 Power and Authority. Each Credit Party has the corporate, partnership or limited liability company power and authority, as the case may be, to execute, deliver and perform the terms and provisions of each of the Credit Documents to which it is party and has taken all necessary corporate, partnership or limited liability company action, as the case may be, to authorize the execution, delivery and performance by it of each of such Credit Documents. Each Credit Party has duly executed and delivered each of the Credit Documents to which it is party, and each of such Credit Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). Section 8.3 No Violation. Neither the execution, delivery or performance by any Credit Party of the Credit Documents to which it is a party, nor compliance by it with the infoUSA Amended and Restated Credit Agreement - 65 - terms and provisions thereof, (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any of the property or assets of any Credit Party pursuant to the terms of, any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which a Credit Party is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate any provision of the certificate or articles of incorporation or by-laws (or equivalent organizational documents) of any Credit Party. Section 8.4 Approvals. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for (a) the filing of financing statements and Mortgages to perfect the security interest created under the Security Agreement and the Mortgages, as applicable, and (b) those that have otherwise been obtained or made on or prior to the Second Closing Date and which remain in full force and effect on the Second Closing Date), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of any Credit Document or (ii) the legality, validity, binding effect or enforceability of any such Credit Document. Section 8.5 Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) FINANCIAL STATEMENTS OF BORROWER. (i) The audited consolidated balance sheets of the Borrower for its fiscal years ended on December 31, 2001, 2002 and 2003, and the related audited consolidated statements of income, cash flows and shareholders' equity of the Borrower for the fiscal years ended on such dates, as the case may be, copies of which were furnished to the Lenders prior to the First Closing Date, present fairly in all material respects the consolidated financial position of the Borrower at the dates of such balance sheets and the consolidated results of the operations of the Borrower for the periods covered thereby. All of the foregoing financial statements have been prepared in accordance with GAAP consistently applied. (ii) The unaudited consolidated balance sheets of the Borrower for its fiscal quarter ended March 31, 2004, and the related unaudited consolidated statements of income, cash flows and shareholders' equity of the Borrower for such fiscal quarter, copies of which were furnished to the Lenders prior to the Second Closing Date, present fairly in all material respects the consolidated financial position of the Borrower at the date of such balance sheet and the consolidated results of the operations of the Borrower for the period covered infoUSA Amended and Restated Credit Agreement - 66 - thereby. All of the foregoing financial statements have been prepared in accordance with GAAP consistently applied. (iii) Since December 31, 2003, except as disclosed in the Borrower's SEC filings, there has been no change in the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of any Company that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) FINANCIAL STATEMENTS OF TARGET. To the Borrower's knowledge: (i) The audited consolidated balance sheets of the Target for its fiscal years ended on December 31, 2001, 2002 and 2003, and the related audited consolidated statements of income, cash flows and shareholders' equity of the Target for the fiscal years ended on such dates, as the case may be, copies of which were furnished to the Lenders prior to the Second Closing Date, present fairly in all material respects the consolidated financial position of the Target at the dates of such balance sheets and the consolidated results of the operations of the Target for the periods covered thereby. All of the foregoing financial statements have been prepared in accordance with GAAP consistently applied. (ii) The unaudited consolidated balance sheets of the Target for its fiscal quarter ended March 31, 2004, and the related unaudited consolidated statements of income, cash flows and shareholders' equity of the Target for such fiscal quarter, copies of which were furnished to the Lenders prior to the Second Closing Date, present fairly in all material respects the consolidated financial position of the Target at the date of such balance sheet and the consolidated results of the operations of the Target for the period covered thereby. All of the foregoing financial statements have been prepared in accordance with GAAP consistently applied. (iii) Since December 31, 2003, except as disclosed in the Target's SEC filings, there has been no change in the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of any Company that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (c) SOLVENCY. On and as of the Second Closing Date and after giving effect to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Credit Parties in connection therewith (i) the sum of the assets, at a fair valuation, of each of the Borrower on a stand-alone basis and the Companies taken as a whole will exceed its debts; (ii) none of the Borrower on a stand-alone basis or the Companies taken as a whole has incurred, intends to incur, or believes that it will incur, debts beyond its ability to pay such debts as they mature; and (iii) each of the Borrower on a stand-alone basis and the Companies taken as a whole will have sufficient capital with which to conduct its business. For purposes of this infoUSA Amended and Restated Credit Agreement - 67 - Section 8.5(c), "debt" means any liability on a claim, and "claim" means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. (d) NO OTHER LIABILITIES. Except as fully disclosed in the financial statements delivered pursuant to Section 8.5(a), and, to the Borrower's knowledge as of the Second Closing Date with respect to the financial statements delivered pursuant to Section 8.5(b), there were as of the Second Closing Date no liabilities or obligations with respect to any Company or Target Company of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in the aggregate, could reasonably be expected to be material to the Companies taken as a whole, or the Target Companies taken as a whole. As of the Second Closing Date, the Borrower does not know of any basis for the assertion against any Company or Target Company of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements delivered pursuant to Sections 8.5(a) and (b) which, either individually or in the aggregate, could reasonably be expected to be material to the Companies taken as a whole or the Target Companies taken as a whole. (e) PROJECTIONS. On and as of the Second Closing Date, the Projections delivered to the Administrative Agent and the Lenders prior to the Second Closing Date have been prepared in good faith and are based on reasonable assumptions, and there are no statements or conclusions in the Projections which are based upon or include information known to the Borrower to be misleading in any material respect or which fail to take into account material information known to the Borrower regarding the matters reported therein. On the Second Closing Date, the Borrower believes that the Projections are reasonable and attainable, it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Projections may differ from the projected results and that the differences may be material. Section 8.6 Litigation. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened (i) with respect to any Credit Documents, (ii) with respect to any material Indebtedness of any Company or Target Company or (iii) that are, either individually or in the aggregate, reasonably likely to have a Material Adverse Effect. infoUSA Amended and Restated Credit Agreement - 68 - Section 8.7 True and Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of the Borrower in writing to the Administrative Agent or any Lender (including, without limitation, all information contained in the Credit Documents) for purposes of or in connection with this Agreement, the other Credit Documents or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of the Borrower in writing to the Administrative Agent or any Lender will be, true and accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. Section 8.8 Use of Proceeds; Margin Regulations. (a) USE OF PROCEEDS. All proceeds of the Loans will be used by the Borrower (i) to satisfy all Indebtedness other than Permitted Indebtedness, (ii) to pay fees and expenses related to the preparation, negotiation, execution and delivery of the Credit Documents, for working capital and Capital Expenditures, (iii) to finance Permitted Acquisitions including the OneSource Acquisition, (iv) to finance Restricted Payments, and (v) for other lawful corporate purposes. Any proceeds of Term Facility B Loans not used immediately upon receipt to purchase shares of the Target shall be deposited to a separate deposit account of the Borrower, maintained with the Agent, to be withdrawn from time to time by the Borrower to purchase shares of the Target and for related expenses of the OneSource Acquisition. (b) MARGIN REGULATIONS. No part of any Credit Event (or the proceeds thereof) will be used to purchase or carry any Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock. Neither the making of any Loan nor the use of the proceeds thereof nor the occurrence of any other Credit Event will violate or be inconsistent with the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System. Section 8.9 Tax Returns and Payments. Each Company, and to the Borrower's knowledge as of the Second Closing Date each Target Company, has filed all federal and state income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all taxes and assessments payable by it which have become due, except for immaterial taxes and assessments and for those contested in good faith and adequately disclosed and fully provided for on the financial statements of the Companies or Target Companies in accordance with GAAP. Each Company, and to the Borrower's knowledge as of the Second Closing Date each Target Company, has at all times paid, or has provided adequate reserves (in the good faith judgment of the management of the applicable Person) for the payment of, all federal, state, local and foreign income taxes applicable for all prior fiscal years and for the current fiscal year to date. There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the Borrower threatened, by any authority regarding any taxes relating to any Company that either individually or in infoUSA Amended and Restated Credit Agreement - 69 - the aggregate could reasonably be expected to result in a material liability to any Company. To the Borrower's knowledge as of the Second Closing Date, there is no action, suit, proceeding, investigation, audit, or claim now pending or threatened, by any authority regarding any taxes relating to any Target Company that either individually or in the aggregate could reasonably be expected to result in a material liability to any Target Company. Section 8.10 Compliance with ERISA. (a) DOMESTIC PLANS. Schedule 2 of the Disclosure Letter sets forth, as of the Second Closing Date, each Plan. Each Plan (and each related trust, insurance contract or fund) is in compliance in all material respects with its terms and with all applicable laws, including, without limitation, ERISA and the Code; each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code, as amended through the series of legislation commonly known as "GUST", and timely application has been made for a determination letter with respect to subsequent legislation; no Reportable Event has occurred; no Plan which is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) is insolvent or in reorganization; no Plan has any material Unfunded Current Liability; no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has an accumulated funding deficiency, within the meaning of such sections of the Code or ERISA, as of the close if its most recent fiscal year ended prior to the date of the most recent Credit Event, or has applied for or received a waiver of an accumulated funding deficiency or an extension of any amortization period, within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; all contributions required to be made with respect to a Plan have been timely made; neither the Company nor any ERISA Affiliate has incurred any material liability (including any indirect, contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l) or 515 of ERISA, Title IV of ERISA (other than liability for premiums payments to the PBGC, which have been paid when due) or Sections 401(a)(29), 4971 or 4975 of the Code or expects to incur any such material liability under any of the foregoing sections with respect to any Plan; no condition exists which presents a material risk to any Company or any ERISA Affiliate of incurring a material liability to or on account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan which is subject to Title IV of ERISA; no action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits) is pending or, to the Borrower's knowledge, expected or threatened; using actuarial assumptions and computation methods consistent with Part 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of the Borrower and its ERISA Affiliates to all Plans which are multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Plan ended prior to the date of the infoUSA Amended and Restated Credit Agreement - 70 - most recent Credit Event, would not exceed $500,000; and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate exists or is likely to arise on account of any Plan. (b) FOREIGN PENSION PLANS. Each Foreign Pension Plan is in compliance in all material respects with its terms and with the requirements of any and all applicable laws, and has been maintained, where required, in good standing with applicable regulatory authorities. All material contributions required to be made with respect to a Foreign Pension Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Pension Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower's recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed in any material respect the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities. Section 8.11 The Security Documents. (a) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement Collateral described therein, free and clear of all other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, under the Pledge Agreement constitute first priority perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement, free and clear of all other Liens. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral under the Pledge Agreement. infoUSA Amended and Restated Credit Agreement - 71 - (c) If and when a Mortgage is created, each such Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third persons (except that the security interest and mortgage lien created on such Mortgaged Property may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens related thereto). Section 8.12 Representations and Warranties in the Credit Documents. All representations and warranties set forth in the other Credit Documents were true and correct in all material respects at the time as of which such representations and warranties were made (or deemed made) and shall be true and correct in all material respects as of the Second Closing Date as if such representations and warranties were made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. Section 8.13 Properties. All Real Property owned or leased on the Second Closing Date, by any Company, and to the Borrower's knowledge, by any Target Company, and the nature of the interest therein, is correctly set forth on Schedule 1 of the Disclosure Letter. Each Company, and to the Borrower's knowledge, each Target Company, has good and marketable title to all material properties owned by it, including all property reflected in Schedule 1 of the Disclosure Letter and in the most recent historical balance sheets of the Borrower referred to in Section 8.5(a) or of the Target referred to in Section 8.5(b) (except as sold or otherwise disposed of since the date of such balance sheet in the ordinary course of business or as permitted by the terms of this Agreement), free and clear of all Liens, other than Permitted Liens. Section 8.14 Capitalization. On the Second Closing Date, the authorized capital stock of the Borrower shall consist of (i) 295,000,000 shares of common stock, $0.0025 par value per share, and (ii) 5,000,000 shares of preferred stock, $0.0025 par value per share, of which no shares of such preferred stock shall be issued and outstanding. All outstanding shares of the capital stock of the Borrower have been duly and validly issued and are fully paid and non-assessable. The Borrower does not have outstanding any securities convertible into or exchangeable for its capital stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock, except (i) as set forth in any Shareholders' Agreement as in effect on the Second Closing Date, (ii) for options, warrants and rights to purchase shares of the Borrower's common stock or Qualified Preferred Stock which may be issued from time to time and (iii) for any Indebtedness that may be issued or incurred from time to time under Section 10.4(k) which may be convertible into shares of the Borrower's common stock. Section 8.15 Subsidiaries. As of the Second Closing Date, the Borrower has no Subsidiaries other than those Subsidiaries listed on Schedule 3 of the Disclosure Letter. infoUSA Amended and Restated Credit Agreement - 72 - Schedule 3 of the Disclosure Letter correctly sets forth, as of the Second Closing Date, (i) the percentage ownership (direct or indirect) of the Borrower in each class of capital stock or other equity of each of its Subsidiaries and also identifies the direct owner thereof and (ii) the jurisdiction of organization of each such Subsidiary. As of the Second Closing Date, to the Borrower's knowledge, the Target has no Subsidiaries other than those Subsidiaries listed on Schedule 3 of the Disclosure Letter and Schedule 3 of the Disclosure Letter correctly sets forth, as of the Second Closing Date, (i) the percentage ownership (direct or indirect) of the Target in each class of capital stock or other equity of each of its Subsidiaries and also identifies the direct owner thereof and (ii) the jurisdiction of organization of each such Subsidiary. Section 8.16 Compliance with Statutes, etc. Each Company, and, to the knowledge of the Borrower, as of the Second Closing Date, each Target Company, is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including, without limitation, applicable statutes, regulations, orders and restrictions relating to environmental standards and controls), except such noncompliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 8.17 Investment Company Act. No Company, and, to the knowledge of the Borrower, as of the Second Closing Date, no Target Company, is an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940. Section 8.18 Public Utility Holding Company Act. No Company, and, to the knowledge of the Borrower as of the Second Closing Date, no Target Company, is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935. Section 8.19 Environmental Matters. (a) Each Company, and, to the knowledge of the Borrower as of the Second Closing Date, each Target Company, is in compliance with all applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws. There are no pending or, to the knowledge of the Borrower threatened, Environmental Claims against any Company or Target Company or any Real Property presently or formerly owned, leased or operated by any Company or Target Company. There are no facts, circumstances, conditions or occurrences with respect to the business or operations of the Companies, or to the knowledge of the Borrower as of the Second Closing Date, with respect to any Target Company, or any Real Property presently or formerly owned, leased or operated by any Company, or to the knowledge of the Borrower as of the Second Closing Date, by any Target Company, or, to the knowledge of the Borrower, any property adjoining or adjacent to infoUSA Amended and Restated Credit Agreement - 73 - any such Real Property that could be reasonably expected (i) to form the basis of an Environmental Claim against any Company or Target Company or any Real Property presently or formerly owned, leased or operated by any Company or Target Company or (ii) to cause any such Real Property to be subject to any restrictions on the ownership, lease, occupancy or transferability of such Real Property under any applicable Environmental Law. (b) Hazardous Materials have not at any time been generated, used, treated or stored on, or transported to or from, any Real Property owned, leased or operated by any Company, or to the knowledge of the Borrower as of the Second Closing Date, by any Target Company, where such generation, use, treatment, storage or transportation has violated or could reasonably be expected to violate any Environmental Law or give rise to an Environmental Claim. Hazardous Materials have not at any time been Released on or from any Real Property owned, leased or operated by any Company, or to the knowledge of the Borrower as of the Second Closing Date, by any Target Company, where such Release has violated or could reasonably be expected to violate any applicable Environmental Law. (c) Notwithstanding anything to the contrary in this Section 8.19, the representations and warranties made in this Section 8.19 shall not be untrue unless the effect of any or all conditions, violations, claims, restrictions, failures and noncompliances of the types described above could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 8.20 Labor Relations. No Company, and, to the knowledge of the Borrower as of the Second Closing Date, no Target Company, is engaged in any unfair labor practice that could reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect. There is (a) no unfair labor practice complaint before the National Labor Relations Board (i) pending against any Company, or to the knowledge of the Borrower as of the Second Closing Date, against any Target Company, (ii) to the knowledge of the Borrower, no such complaint is threatened against any Company or Target Company, and (b) no grievance or arbitration proceeding arising out of or under any collective bargaining agreement (i) pending against any Company, or to the knowledge of the Borrower as of the Second Closing Date, against any Target Company, (ii) to the knowledge of the Borrower, no such complaint is threatened against any Company or Target Company, (c) no strike, labor dispute, slowdown or stoppage pending against any Company, or to the knowledge of the Borrower as of the Second Closing Date, against any Target Company, and (d) no union representation question exists with respect to the employees of any Company, or to the knowledge of the Borrower as of the Second Closing Date, against any Target Company, except (with respect to any matter specified in clauses (a), (b), (c) or (d) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect. Section 8.21 Patents, Licenses, Franchises and Formulas. Each Company owns or has the right to use, and, to the knowledge of the Borrower as of the Second Closing infoUSA Amended and Restated Credit Agreement - 74 - Date, each Target Company owns or has the right to use, all the domestic and foreign patents, trademarks, permits, service marks, trade names, copyrights, licenses, franchises, proprietary information (including, but not limited to, rights in computer programs, databases and data collections) and formulas, or rights with respect to the foregoing, and has obtained assignments of all leases and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, could reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect. Section 8.22 Existing Indebtedness. Schedule 4 of the Disclosure Letter sets forth a true and complete list of all Indebtedness (including Contingent Obligations) of the Companies, and, to the knowledge of the Borrower as of the Second Closing Date, each Target Company, as of the Second Closing Date and which is to remain outstanding (excluding the Loans and the Letters of Credit, the "Existing Indebtedness"), in each case showing the aggregate principal amount thereof and the name of the respective borrower and any Credit Party or any of its Subsidiaries which directly or indirectly guarantees such debt. Section 8.23 Insurance. Schedule 5 of the Disclosure Letter sets forth a true and complete listing of all insurance maintained by the Companies, and, to the knowledge of the Borrower as of the Second Closing Date, by each Target Company, as of the Second Closing Date, with the amounts insured (and any deductibles) set forth therein. ARTICLE IX AFFIRMATIVE COVENANTS. The Borrower hereby covenants and agrees that on and after the Second Closing Date and until the Total Commitment and all Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings (in each case together with interest thereon), Fees and all other Obligations (other than indemnities described in Section 13.13 which are not then due and payable) incurred hereunder and thereunder, are paid in full: Section 9.1 Information Covenants. The Borrower will furnish to each Lender: (a) MONTHLY REPORTS. Within 30 days after the end of each fiscal month of the Borrower, the consolidated balance sheet of the Companies as at the end of such fiscal month as well as the related consolidated statement of retained earnings and statement of cash flows and the consolidated and consolidating statements of income for such fiscal month and for the elapsed portion of the fiscal year ended with the last day of such fiscal month, in each case setting forth comparative figures for the corresponding fiscal month in the prior fiscal year and comparable budgeted figures for such fiscal month, all of which shall be certified by the chief financial officer of the Borrower that they fairly present in all material respects in accordance with GAAP the financial condition of the Companies as of the dates indicated and the infoUSA Amended and Restated Credit Agreement - 75 - results of their operations for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes. (b) QUARTERLY FINANCIAL STATEMENTS. Within 45 days after the close of the first three quarterly accounting periods in each fiscal year of the Borrower, (i) the consolidated balance sheet of the Companies as at the end of such quarterly accounting period and the related consolidated statements of income and retained earnings and statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly accounting period, in each case setting forth comparative figures for the related periods in the prior fiscal year, all of which shall be certified by the chief financial officer of the Borrower that they fairly present in all material respects in accordance with GAAP the financial condition of the Companies as of the dates indicated and the results of their operations for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) management's discussion and analysis of the important operational and financial developments during such quarterly accounting period (it being understood that any management's discussion and analysis set forth in the Borrower's Form 10-Q for such quarterly accounting period and delivered to the Lenders shall satisfy the provisions of this clause (ii)). (c) ANNUAL FINANCIAL STATEMENTS. Within 90 days after the close of each fiscal year of the Borrower, (i) the consolidated balance sheet of the Companies as at the end of such fiscal year and the related consolidated statements of income and retained earnings and statement of cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year and certified by KPMG Peat Marwick LLP or such other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, together with a report of such accounting firm stating that in the course of its regular audit of the financial statements of the Borrower and its Subsidiaries, which audit was conducted in accordance with GAAP, such accounting firm obtained no knowledge of any Default or an Event of Default relating to financial and accounting matters which has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, and (ii) management's discussion and analysis of the important operational and financial developments during such fiscal year (it being understood that any management's discussion and analysis set forth in the Borrower's Form 10-K for such quarterly accounting period and delivered to the Lenders shall satisfy the provisions of this clause (ii)). (d) MANAGEMENT LETTERS. Promptly after the Borrower's or any of its Subsidiaries' receipt thereof, a copy of any "management letter" received from its certified public accountants and management's response thereto. (e) BUDGETS. No later than 30 days following the first day of each fiscal year of the Borrower, a budget in form reasonably satisfactory to the Administrative infoUSA Amended and Restated Credit Agreement - 76 - Agent (including budgeted statements of income, sources and uses of cash and balance sheets) prepared by the Borrower (i) for each of the twelve months of such fiscal year prepared in detail and (ii) for each of the immediately three succeeding fiscal years prepared in summary form, in each case setting forth, with appropriate discussion, the principal assumptions upon which such budgets are based. (f) OFFICER'S CERTIFICATES. At the time of the delivery of the financial statements provided for in Sections 9.1(b) and (c), a certificate, substantially in the form of Exhibit M, of the chief financial officer of the Borrower certifying on behalf of the Borrower that, to the best of such officer's knowledge, no Default or Event of Default exists or, if any Default or Event of Default exists, specifying the nature and extent thereof, which certificate shall (i) set forth in reasonable detail the calculations required to establish whether the Companies were in compliance with the provisions of Sections 5.2(c), 5.2(d), 10.2(e), 10.3(c), 10.4, 10.5, 10.7, 10.8, 10.9 and 10.10 at the end of such fiscal quarter or year, as the case may be, and (ii) commencing with the delivery of the financial statements in respect of the Borrower's fiscal quarter ending on June 30, 2004, the Applicable Margin for Term Loans, Revolving Loans and Swingline Loans for the Margin Reduction Period commencing with the delivery of the such financial statements. (g) NOTICE OF DEFAULT OR LITIGATION. Promptly upon, and in any event within five Business Days after, any principal, senior or executive officer of the Borrower obtains knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default and (ii) any litigation or governmental investigation or proceeding pending (x) against any Company or Target Company which could reasonably be expected to have a Material Adverse Effect, (y) with respect to any material Indebtedness of the Companies or Target Companies or (z) with respect to any Credit Document. (h) OTHER REPORTS AND FILINGS. Promptly after the filing or delivery thereof, copies of all financial information, proxy materials and reports, if any, which any Company or Target Company shall publicly file with the Securities and Exchange Commission or any successor thereto (the "SEC") or deliver to holders (or any trustee, agent or other representative therefor) of its material Indebtedness pursuant to the terms of the documentation governing such Indebtedness. (i) ENVIRONMENTAL MATTERS. Promptly after any principal, senior or executive officer of the Borrower obtains knowledge thereof, notice of one or more of the following environmental matters, unless such environmental matters could not, either individually or when aggregated with all other such environmental matters, be reasonably expected to have a Material Adverse Effect: (i) any pending or threatened Environmental Claim against any Company or Target Company or any Real Property owned, leased or operated by any Company or any Target Company; infoUSA Amended and Restated Credit Agreement - 77 - (ii) any condition or occurrence on or arising from any Real Property owned, leased or operated by any Company or any Target Company that (a) results in noncompliance by any Company or any Target Company with any applicable Environmental Law or (b) could be expected to form the basis of an Environmental Claim against any Company or any Target Company or any such Real Property; (iii) any condition or occurrence on any Real Property owned, leased or operated by any Company or any Target Company that could be expected to cause such Real Property to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by any Company or any Target Company of such Real Property under any Environmental Law; and (iv) the taking of any removal or remedial action in response to the actual or alleged presence of any Hazardous Material on any Real Property owned, leased or operated by any Company or any Target Company as required by any Environmental Law or any governmental or other administrative agency; provided that in any event the Borrower shall deliver to each Lender all notices received by any Company or any Target Company from any government or governmental agency under, or pursuant to, CERCLA which identify any Company or any Target Company as potentially responsible parties for redemption costs or which otherwise notify any Company or any Target Company of potential liability under CERCLA. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and the Borrower's or such Company's or Target Company's response thereto. (j) OTHER INFORMATION. From time to time, such other information or documents (financial or otherwise) with respect to any Company or any Target Company as the Administrative Agent or any Lender may reasonably request. (k) DEBT RATINGS. A notice promptly upon any announcement by Moody's or S&P of any change or possible change in a Debt Rating. Section 9.2 Books, Records and Inspections; Annual Meetings. (a) The Borrower will, and will cause each Company and Target Company to, keep proper books of record and accounts in which entries sufficient to prepare the financial statements required to be delivered pursuant to this Agreement in conformity with GAAP and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each Company and Target Company to, permit officers and designated representatives of the Administrative Agent or any Lender to visit and inspect, under guidance of officers of the applicable Company or Target Company, any of the properties of any Company or Target Company, and to examine the books of account of any Company or Target Company and discuss the affairs, finances and accounts of infoUSA Amended and Restated Credit Agreement - 78 - that Company or Target Company with, and be advised as to the same by, its and their officers and independent accountants, all upon reasonable prior notice and at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or such Lender may reasonably request. (b) At a date to be mutually agreed upon between the Administrative Agent and the Borrower occurring on or prior to the 120th day after the close of each fiscal year of the Borrower, the Borrower will, at the request of the Administrative Agent, hold a meeting or a conference call with all of the Lenders at which meeting or a conference call shall be reviewed the financial results of the Companies for the previous fiscal year and the budgets presented for the current fiscal year of the Borrower. Section 9.3 Maintenance of Property; Insurance. (a) The Borrower will, and will cause each Company and Target Company to, (i) keep all material property necessary to the business of the Companies and Target Companies in reasonably good working order and condition, ordinary wear and tear and obsolescence excepted, (ii) maintain with financially sound and reputable insurance companies insurance on all such property in at least such amounts and against at least such risks as is consistent and in accordance with industry practice for companies similarly situated owning similar properties in the same general areas in which the Companies and Target Companies operate, and (iii) furnish to the Administrative Agent, together with each set of financial statements delivered pursuant to Section 9.1(c), full information as to the insurance carried. (b) The Borrower will, and will cause each Credit Party to, at all times keep its property insured in favor of the Collateral Agent, and all policies or certificates (or certified copies thereof) with respect to such insurance (and any other insurance maintained by any Credit Party) (i) shall be endorsed to the Collateral Agent's satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as loss payee and/or additional insured), (ii) shall state that such insurance policies shall not be canceled without at least 30 days' prior written notice thereof by the respective insurer to the Collateral Agent, (iii) shall provide that the respective insurers irrevocably waive any and all rights of subrogation with respect to the Collateral Agent and the other Secured Creditors, (iv) shall contain the standard non-contributing mortgage clause endorsement in favor of the Collateral Agent with respect to hazard liability insurance, (v) shall, except in the case of public liability insurance, provide that any losses shall be payable notwithstanding (A) any foreclosure or other proceeding relating to the insured properties or (B) any change in the title to or ownership or possession of the insured properties and (vi) shall be deposited with the Collateral Agent. (c) If any Credit Party shall fail to insure its property in accordance with this Section 9.3, or if any Credit Party shall fail to so endorse and deposit all policies infoUSA Amended and Restated Credit Agreement - 79 - or certificates with respect thereto, the Administrative Agent shall have the right (but shall be under no obligation) to procure such insurance and the Borrower agrees to reimburse the Administrative Agent for all reasonable costs and expenses of procuring such insurance. Section 9.4 Existence; Franchises. The Borrower will, and will cause each of its Subsidiaries (other than Inactive Subsidiaries) to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and its material rights, franchises, licenses and patents; provided, however, that nothing in this Section 9.4 shall prevent (i) sales of assets and other transactions by the Borrower or any of its Subsidiaries in accordance with Section 10.2 or (ii) the withdrawal by the Borrower or any of its Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 9.5 Compliance with Statutes, etc. The Borrower will, and will cause each of its Subsidiaries to, comply with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including applicable statutes, regulations, orders and restrictions relating to environmental standards and controls), except such noncompliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 9.6 Compliance with Environmental Laws. (a) The Borrower will comply, and will cause each of its Subsidiaries to comply, with all Environmental Laws and permits applicable to, or required by, the ownership, lease or use of its Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws, except such noncompliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties in compliance in all material respects with all applicable Environmental Laws and as reasonably required in connection with the normal operation, use and maintenance of the business or operations of the Borrower or any of its Subsidiaries. infoUSA Amended and Restated Credit Agreement - 80 - (b) At the reasonable written request of the Administrative Agent or the Required Lenders, which request shall specify in reasonable detail the basis therefor, at any time and from time to time, the Borrower will provide, at the sole expense of the Borrower, an environmental site assessment report concerning any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries, prepared by an environmental consulting firm reasonably approved by the Administrative Agent, indicating the presence or absence of Hazardous Materials and the potential cost of any removal or remedial action in connection with such Hazardous Materials on such Real Property, provided that (i) unless the Lenders or the Administrative Agent has received any notice of the type described in Section 9.1(i) or (ii) the Lenders have exercised any of the remedies pursuant to Section 11.2, such request may not be made more than once every two years in respect of any parcel of Real Property. If the Borrower fails to provide same within 90 days after such request was made, the Administrative Agent may order the same, the cost of which shall be borne by the Borrower and the Borrower shall grant and hereby grants to the Administrative Agent and the Lenders and their respective agents access to such Real Property and specifically grants the Administrative Agent and the Lenders an irrevocable non-exclusive license, subject to the rights of tenants, to undertake such an assessment at any reasonable time upon reasonable notice to the Borrower, all at the sole expense of the Borrower. Section 9.7 ERISA. As soon as possible and, in any event, within ten (10) days after the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following, the Borrower will deliver to each of the Lenders a certificate of the chief financial officer of the Borrower setting forth in reasonable detail information as to such occurrence and the action, if any, that the Borrower, such Subsidiary or such ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given to or filed with or by the Borrower, the Subsidiary, the ERISA Affiliate, the PBGC or any other governmental agency, a Plan participant or the Plan administrator with respect thereto: (i) that a Reportable Event has occurred (except to the extent that the Borrower has previously delivered to the Lenders a certificate and notices (if any) concerning such event pursuant to the next clause hereof); (ii) that a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), or that an advance notice of a Reportable Event is otherwise filed (or required to be filed) with the PBGC under Section 4043 of ERISA; (iii) that an accumulated funding deficiency, within the meaning of Section 412 of the Code or Section 302 of ERISA, has been incurred or an application may be or has been made for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code or Section 303 or 304 of ERISA with respect to a Plan; (iv) that any contribution required to be made with respect to a Plan or Foreign Pension Plan has not been timely made; (v) that a Plan that is subject to Title IV of ERISA has been or may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA, or that a Foreign Pension Plan that is a defined benefit or superannuation plan has been or may be terminated, infoUSA Amended and Restated Credit Agreement - 81 - reorganized, partitioned or declared insolvent under applicable foreign law; (vi) that a Plan has an Unfunded Current Liability; (vii) that proceedings may be or have been instituted to terminate or appoint a trustee to administer a Plan which is subject to Title IV of ERISA; (viii) that a proceeding has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan; or (ix) that the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate will or may incur any material liability (including any indirect, contingent, or secondary liability) to or on account of the termination of or withdrawal from a Plan under Title IV of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA. The Borrower will deliver to each of the Lenders copies of any records, documents or other information that must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA. Upon the request of the Administrative Agent or any Lender, the Borrower will also deliver to the Administrative Agent or such Lender a complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service. In addition to any certificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of annual reports and any records, documents or other information required to be furnished to the PBGC or any other governmental agency, and any material notices received by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate with respect to any Plan or Foreign Pension Plan shall be delivered to the Lenders no later than ten (10) days after the date such annual report has been filed with the Internal Revenue Service or such records, documents and/or information has been furnished to the PBGC or any other governmental agency or such notice has been received by the Borrower, the respective Subsidiary or the ERISA Affiliate, as applicable. The Borrower and each of its Subsidiaries shall insure that all Foreign Pension Plans administered by it or into which it makes payments obtains or retains (as applicable) registered status under and as required by applicable law and is administered in a timely manner in all respects in compliance with all applicable laws except where the failure to do any of the foregoing could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 9.8 End of Fiscal Years; Fiscal Quarters. The Borrower will cause (i) its fiscal year to end on the last day of one of the fiscal quarters set forth in clause (ii) below and (ii) each of its fiscal quarters to end on March 31, June 30, September 30 and December 31 of each year. Section 9.9 Performance of Obligations. The Borrower will, and will cause each of its Subsidiaries to, perform all of its obligations under the terms of each mortgage, indenture, security agreement, loan agreement or credit agreement and each other material agreement, contract or instrument by which it is bound, except such non-performances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. infoUSA Amended and Restated Credit Agreement - 82 - Section 9.10 Payment of Taxes. The Borrower will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims for sums that have become due and payable which, if unpaid, might become a Lien not otherwise permitted under Section 10.1(a); provided that neither the Borrower nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is immaterial or is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP. Section 9.11 Additional Security; Further Assurances. (a) The Borrower will, and will cause each Subsidiary Guarantor to, grant to the Collateral Agent security interests and Mortgages in such assets and properties of the Borrower and such Subsidiaries as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Required Lenders (collectively, the "Additional Security Documents"). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. Without limiting the generality of the foregoing, immediately following the consummation of the OneSource Acquisition, the Target Companies shall become parties to the Security Agreement, and the Pledge Agreement. (b) The Borrower will, and will cause each Subsidiary Guarantor to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports, landlord waivers and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, the Borrower will cause to be delivered to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent to assure itself that this Section 9.11 has been complied with. (c) If the Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of the Real Property of the Companies constituting Collateral, the Borrower infoUSA Amended and Restated Credit Agreement - 83 - will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, and which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower agrees that each action required above by this Section 9.11 shall be completed as soon as possible, but in no event later than 90 days after such action is either requested to be taken by the Administrative Agent or the Required Lenders or required to be taken by the Borrower and/or its Subsidiaries pursuant to the terms of this Section 9.11; provided that, in no event will the Borrower or any of its Subsidiaries be required to take any action, other than using its best efforts, to obtain consents from third parties with respect to its compliance with this Section 9.11. Section 9.12 Use of Proceeds. The Borrower will use the proceeds of the Loans only as provided in Section 8.8. Section 9.13 Foreign Subsidiaries Security. If, following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver evidence, in form and substance reasonably satisfactory to the Administrative Agent, with respect to any Foreign Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge Agreement that (a) a pledge of 65% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, (b) the entering into by such Foreign Subsidiary of a security agreement in substantially the form of the Security Agreement, and (c) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiaries' Guaranty, in any such case could reasonably be expected to cause (I) any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposes or (II) other Federal income tax consequences to the Credit Parties having a Material Adverse Effect, then in the case of a failure to deliver the evidence described in clause (i) above, that portion of such Foreign Subsidiary's outstanding capital stock not theretofore pledged pursuant to the Pledge Agreement shall be promptly pledged to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Pledge Agreement (or another pledge agreement in substantially similar form, if needed), and in the case of a failure to deliver the evidence described in clause (ii) above, such Foreign Subsidiary shall promptly execute and deliver the Security Agreement and Pledge Agreement (or another security agreement or infoUSA Amended and Restated Credit Agreement - 84 - pledge agreement in substantially similar form, if needed), granting the Secured Creditors a security interest in all of such Foreign Subsidiary's assets and securing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement and, in the event the Subsidiaries' Guaranty shall have been executed by such Foreign Subsidiary, the obligations of such Foreign Subsidiary thereunder, and in the case of a failure to deliver the evidence described in clause (iii) above, such Foreign Subsidiary shall promptly execute and deliver the Subsidiaries' Guaranty (or another guaranty in substantially similar form, if needed), guaranteeing the Obligations of the Borrower under the Credit Documents and under any Interest Rate Protection Agreement or Other Hedging Agreement, in each case to the extent that the entering into of the Security Agreement, Pledge Agreement or Subsidiaries' Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 9.13 to be in form and substance reasonably satisfactory to the Administrative Agent. Section 9.14 Margin Stock. If any Credit Party holds any Margin Stock that is required to be pledged pursuant to the Pledge Agreement, the Borrower will duly execute and deliver to each Lender an appropriately completed Form U-1 or Form G-3 referred to in Regulation U. Section 9.15 Permitted Acquisitions. (a) ONESOURCE ACQUISITION. The Lenders authorize the Borrower and the Acquisition Subsidiary to consummate the OneSource Acquisition in accordance with the OneSource Acquisition Documents. (b) CONDITIONS FOR ACQUISITIONS. Subject to the provisions of this Section 9.15 and the requirements contained in the definition of "Permitted Acquisition", the Borrower and its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions in addition to the OneSource Acquisition, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iii) the Net Acquisition Consideration with respect to any one Permitted Acquisition shall not be greater than $20,000,000; infoUSA Amended and Restated Credit Agreement - 85 - (iv) the Net Acquisition Consideration with respect to all Permitted Acquisitions (in addition to the OneSource Acquisition) consummated during any given fiscal year of the Borrower shall not exceed the "Total Acquisition Amount," which shall be determined according to the following: (A) from and after January 1, 2004, until modified as provided for in (B) or (C) below, the Total Acquisition Amount shall be $35,000,000; (B) from and after January 1, 2005, the Total Acquisition Amount shall be $20,000,000 plus the product (only to the extent the product is a positive number) of 50% of the sum of Consolidated EBITDA for the period January 1, 2004 to December 31, 2004, less the Consolidated EBITDA for the period of January 1, 2003 to December 31, 2003, provided that the Total Acquisition Amount shall not be more than a total of $25,000,000 pursuant to this clause (B); and (C) from and after January 1, 2006, the Total Acquisition Amount shall be the Total Acquisition Amount as determined by clause (B) above plus the product (only to the extent the product is a positive number) of 50% of the sum of the Consolidated EBITDA for the period January 1, 2005 to December 31, 2005, less the Consolidated EBITDA for the period of January 1, 2004 to December 31, 2004, provided that the Total Acquisition Amount shall not be increased to more than a total of $30,000,000 pursuant to this clause (C); (v) the Acquired EBITDA of each Acquired Entity or Business, calculated prior to a Permitted Acquisition shall not be less than a negative $2,500,000 for the twelve month period prior to the Permitted Acquisition, and in any fiscal year of the Borrower the total Acquired EBITDA for all Acquired Entities and Businesses shall not be less than a negative $5,000,000 on an aggregate basis; (vi) immediately after giving effect to each Permitted Acquisition (and all payments to be made in connection therewith), the Total Unutilized Revolving Loan Commitment, when added to the aggregate amount of unrestricted cash and Cash Equivalents held by the Borrower and its Wholly-Owned Domestic Subsidiaries, shall equal or exceed $7,000,000; (vii) no Acquired Entity or Business acquired pursuant to a Permitted Acquisition shall be organized or domiciled under the law of any jurisdiction other than the United States or Canada, or any states or provinces therein, and no Acquired Entity or Business shall have more than 15% of its assets or annual revenues based in or from outside of the United States or Canada (as determined from the most recently available financial information for such Person or assets); (viii) such Permitted Acquisition is non-hostile (i.e., the prior, effective written consent or approval to such Permitted Acquisition of the infoUSA Amended and Restated Credit Agreement - 86 - board of directors or equivalent governing body of the Acquired Entity or Business shall have been obtained); and (ix) at least 10 Business Days prior to any Permitted Acquisition, the Borrower shall have (x) given the Administrative Agent and the Lenders at least 10 Business Days prior written notice of any Permitted Acquisition, and (y) delivered to the Administrative Agent and each Lender an officer's certificate executed by a senior financial officer of the Borrower, certifying to the best of such officer's knowledge, compliance with the requirements of preceding clauses (i) through (viii), inclusive, and containing the calculations (in reasonable detail) (A) evidencing compliance with the preceding clauses (iii), (iv), (v), (vi), (vii), and (viii) and (B) necessary to establish the Acquired EBITDA of the Acquired Entity or Business acquired pursuant to such Permitted Acquisition, which calculations shall be reasonably approved by the Administrative Agent. (c) PLEDGE OF STOCK. At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interest of any Person, all capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Creditors pursuant to (and to the extent required by) the Pledge Agreement; provided that for the OneSource Acquisition, such pledge shall occur immediately following the consummation of the OneSource Acquisition. (d) ADDITIONAL SECURITY DOCUMENTS. The Borrower will cause each Subsidiary which is formed to effect, or is acquired pursuant to, a Permitted Acquisition to comply with, and to execute and deliver, all of the documentation as and to the extent required by, Sections 9.11 and 10.14, to the satisfaction of the Administrative Agent. (e) REPRESENTATIONS AND WARRANTIES. The consummation of each Permitted Acquisition other than the OneSource Acquisition shall be deemed to be a representation and warranty by the Borrower that the certifications by the Borrower pursuant to Section 9.15(b) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Articles VIII and XI. (f) WORKING CAPITAL ADJUSTMENTS. In any Permitted Acquisition, other than the OneSource Acquisition, that involves a working capital adjustment, Net Acquisition Consideration for the purposes of clauses (b)(iii) and (iv) above shall be initially calculated on the basis of a reasonably estimated working capital adjustment. Within 75 days after each such Permitted Acquisition, other than the OneSource Acquisition, the Borrower (i) shall establish the actual amount of working capital adjustment and the actual Net Acquisition Consideration, and (ii) shall deliver to the infoUSA Amended and Restated Credit Agreement - 87 - Administrative Agent and each Lender an officer's certificate executed by a senior financial officer of the Borrower, certifying to the best of such officer's knowledge, compliance with the requirements of preceding clauses (b)(iii) and (iv) based on such recalculated Net Acquisition Consideration, and containing the calculations (in reasonable detail) evidencing compliance with the preceding clauses (b)(iii) and (iv). ARTICLE X NEGATIVE COVENANTS. The Borrower hereby covenants and agrees that on and after the Closing Date and until the Total Commitment and all Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings (in each case, together with interest thereon), Fees and all other Obligations (other than any indemnities described in Section 13.13 which are not then due and payable) incurred hereunder and thereunder, are paid in full: Section 10.1 Liens. The Borrower will not, and will not permit any Company to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) of any Company, whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to any Company), or assign any right to receive income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 10.1 shall not prevent the creation, incurrence, assumption or existence of the following (Liens described below are herein referred to as "Permitted Liens"): (a) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (b) Liens in respect of property or assets of any Company imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers', warehousemen's, materialmen's and mechanics' liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any Company's property or assets or materially impair the use thereof in the operation of the business of any Company or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (c) Liens in existence on the Closing Date which are listed, and the property subject thereto described, in Schedule 6 of the Disclosure Letter, but only to the respective date, if any, set forth in such Schedule 6 for the removal, replacement and termination of any such Liens, plus renewals, replacements and extensions of infoUSA Amended and Restated Credit Agreement - 88 - such Liens to the extent set forth on such Schedule 6, provided that (i) the aggregate principal amount of the Indebtedness, if any, secured by such Liens does not increase from that amount outstanding at the time of any such renewal, replacement or extension and (ii) any such renewal, replacement or extension does not encumber any additional assets or properties of any Company; (d) Liens created pursuant to the Security Documents; (e) leases or subleases granted to other Persons not materially interfering with the conduct of the business of any Company; (f) Liens upon assets of any Company subject to Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are permitted by Section 10.4(d), provided that (i) such Liens only serve to secure the payment of Indebtedness arising under such Capitalized Lease Obligation and (ii) the Lien encumbering the asset giving rise to the Capitalized Lease Obligation does not encumber any other asset of any Company; (g) Liens placed upon (i) equipment or machinery acquired after the Second Closing Date and used in the ordinary course of business of the Companies at the time of the acquisition thereof or within 90 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase price thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment or machinery or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount or (ii) Real Property acquired or constructed after the Second Closing Date and used in the ordinary course of business of the Companies at the time of the acquisition or construction thereof or within 180 days thereafter to secure Indebtedness incurred to pay all or a portion of the purchase price or construction cost thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition or construction of any such Real Property or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that (A) the Indebtedness secured by all such Liens described in this Subsection (g) is permitted by Section 10.4(d) and (B) in all events, the Lien encumbering the asset so acquired or constructed does not encumber any other asset of any Company; (h) easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of any Company; (i) Liens arising from precautionary UCC financing statement filings regarding Operating Leases; (j) Liens arising out of the existence of judgments or awards in respect of which the Companies shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of infoUSA Amended and Restated Credit Agreement - 89 - execution pending such appeal or proceedings, provided that the aggregate amount of all cash and the fair market value of all other property subject to such Liens does not exceed $5,000,000 at any time outstanding; (k) statutory and common law landlords' liens under leases to which the any Company is a party; (l) Liens (other than Liens imposed under ERISA) incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance and social security benefits; (m) Liens securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and consistent with past practice (exclusive of obligations in respect of the payment for borrowed money), provided that the aggregate amount of all cash and the fair market value of all other property subject to all Liens permitted by this Subsection (m) shall not at any time exceed $1,500,000; (n) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary of the Borrower in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition, provided that (x) any Indebtedness that is secured by such Liens is permitted to exist under Section 10.4(h), and (y) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other asset of the Borrower or any of its Subsidiaries; (o) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (p) Liens which constitute rights of set-off of a customary nature or bankers' Liens with respect to amounts on deposit, whether arising by operation of law or by contract, in connection with arrangements entered into with banks in the ordinary course of business; (q) Liens on insurance proceeds securing the payment of financed insurance premiums; (r) Liens securing Interest Rate Protection Agreements and Other Hedging Agreements; and (s) Permitted Encumbrances. In connection with the granting of Liens of the type described in Sections 10.1(f) and (g) by any Company, the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate by it in connection therewith (including, without limitation, infoUSA Amended and Restated Credit Agreement - 90 - by executing appropriate lien releases or lien subordination agreements in favor of the holder or holders of such Liens, in either case solely with respect to the item or items of equipment or other assets subject to such Liens). Section 10.2 Consolidation, Merger, Purchase or Sale of Assets, etc. The Borrower will not, and will not permit any Company to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its property or assets, or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person (or agree to do any of the foregoing at any future time (unless such agreement relates to an action otherwise permitted by this Section 10.2, or to the extent that the respective action is not otherwise permitted by this Section 10.2 (and the Loans will not be repaid in full, and all Commitments terminated, at the time of the consummation of the respective action), such agreement expressly provides that the consent of the requisite percentage of Lenders hereunder is required to be obtained in connection therewith)), except that: (a) Capital Expenditures by the Companies shall be permitted to the extent not in violation of Section 10.7; (b) each of the Companies may make sales of inventory and license intellectual property in the ordinary course of business; (c) each of the Companies may sell obsolete, uneconomic or worn-out equipment or materials in the ordinary course of business; (d) Permitted Acquisitions may be made to the extent permitted by Section 9.15; (e) each of the Companies may sell other assets (other than the capital stock of any Subsidiary Guarantor), so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) each such sale is in an arm's-length transaction and the Borrower or the respective Subsidiary receives at least fair market value (as determined in good faith by the Borrower or such Subsidiary, as the case may be), (iii) the total consideration received by the Borrower or such Subsidiary is at least 75% cash and is paid at the time of the closing of such sale, (iv) the Net Sale Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 5.2(c) and (v) the aggregate amount of the proceeds received from all assets sold pursuant to this Subsection (e) shall not exceed $5,000,000 in any fiscal year of the Borrower; (f) Investments may be made to the extent permitted by Section 10.5; infoUSA Amended and Restated Credit Agreement - 91 - (g) each of the Companies may lease (as lessee) real or personal property (so long as any such lease does not create a Capitalized Lease Obligation except to the extent permitted by Section 10.4(d)); (h) each of the Companies may sell or discount, in each case without recourse and in the ordinary course of business, accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction; (i) each of the Companies may grant leases or subleases to other Persons not materially interfering with the conduct of the business of the Borrower or any of its Subsidiaries; (j) any Subsidiary of the Borrower (i) may be merged or consolidated with or into the Borrower or liquidated so long as the Borrower is the surviving corporation of such merger or consolidation or receives the assets of such Subsidiary upon such liquidation and (ii) may transfer its assets to the Borrower or to any Subsidiary Guarantor; and (k) any Subsidiary of the Borrower may be merged or consolidated with or into any other Subsidiary of the Borrower or liquidated so long as (i) in the case of any (A) such merger or consolidation involving a Subsidiary Guarantor, a Subsidiary Guarantor is the surviving corporation of such merger or consolidation or (B) such liquidation involving a Subsidiary Guarantor, a Subsidiary Guarantor receives the assets of such Subsidiary upon such liquidation and (ii) in the case of any (A) such merger or consolidation involving a Wholly-Owned Subsidiary of the Borrower, in addition to the requirements of preceding clause (i)(A), a Wholly-Owned Subsidiary is the surviving corporation of such merger or consolidation or (B) such liquidation, in addition to the requirements of preceding clause (i)(B), a Wholly-Owned Subsidiary receives the assets of such Subsidiary upon such liquidation. To the extent the Required Lenders waive the provisions of this Section 10.2 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 10.2 (other than to the Borrower or a Subsidiary thereof), such Collateral shall be sold free and clear of the Liens created by the Security Documents, and the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Section 10.3 Dividends. The Borrower will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Borrower or any of its Subsidiaries, except that: (a) any Subsidiary of the Borrower may pay cash Dividends to the Borrower or to any Wholly-Owned Subsidiary of the Borrower; infoUSA Amended and Restated Credit Agreement - 92 - (b) any non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the equity interest in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of equity interests of such Subsidiary); (c) with prior written consent of the Required Lenders and so long as there shall exist no Default or Event of Default (both before and after giving effect to the payment thereof), the Borrower may repurchase outstanding shares of its common stock (or options to purchase such common stock) following the death, disability or termination of employment of officers, directors or employees of the Borrower or any of its Subsidiaries, provided that the aggregate amount of Dividends paid by the Borrower pursuant to this clause (c) shall not exceed $500,000 in any fiscal year of the Borrower; (d) the Borrower may pay regularly scheduled Dividends on its Qualified Preferred Stock pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (e) with the prior written consent of the Required Lenders, the Borrower may redeem its outstanding preferred stock purchase rights issued under the Borrower's stockholder's rights plan in an aggregate amount not to exceed $500,000; (f) the Borrower may pay cash Dividends in relation to its common stock on a pro rata basis, provided that before and after giving effect to the payment thereof, (i) no Default or Event of Default shall exist, (ii) the Consolidated Total Leverage Ratio shall be not more than 2.50 to 1.0, and (iii) the aggregate amount of all cash Dividends under this Section 10.3(f) shall not exceed (A) $10,000,000 during the first loan year, (B) $15,000,000 during the second loan year and (C) $20,000,000 during any loan year after the second loan year, with each loan year being a period of one year ending on the day before the anniversary of the First Closing Date. Section 10.4 Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except the following (collectively, "Permitted Indebtedness"): (a) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (b) Existing Indebtedness outstanding on the Second Closing Date and listed on Schedule 4 of the Disclosure Letter, without giving effect to any subsequent extension, renewal or refinancing thereof except to the extent set forth on such Schedule 4, provided that the aggregate principal amount of the Indebtedness to be infoUSA Amended and Restated Credit Agreement - 93 - extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing; (c) Indebtedness under Interest Rate Protection Agreements in notional amounts not to exceed the outstanding Loans pursuant to this Agreement, such Interest Rate Protection Agreements to be reasonably acceptable to the Administrative Agent and entered into with respect to other Indebtedness permitted under this Section 10.4; (d) Indebtedness of the Companies evidenced by Capitalized Lease Obligations (to the extent permitted pursuant to Section 10.7 and 10.8) and purchase money Indebtedness described in Section 10.1(g), provided that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations and purchase money Indebtedness permitted by this Subsection (d) exceed $10,000,000 at any time outstanding; (e) intercompany Indebtedness among the Companies to the extent permitted by Sections 10.5(k), (m), (n), (o) and (p); (f) Indebtedness consisting of guaranties by the Companies of Indebtedness of the Companies otherwise permitted to be incurred under this Section 10.4; (g) Indebtedness under Other Hedging Agreements providing protection against fluctuations in currency values in connection with the Borrower's or any of its Subsidiaries' operations so long as management of the Borrower or such Subsidiary, as the case may be, has determined that the entering into of such Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (h) the Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness), provided that (i) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (ii) such Indebtedness does not constitute debt for borrowed money (other than debt for borrowed money incurred in connection with industrial revenue or industrial development bond financings), it being understood and agreed that Capitalized Lease Obligations and purchase money Indebtedness of the type described in Section 10.1(g) shall not constitute debt for borrowed money for purposes of this clause (ii), and (iii) at the time of such Permitted Acquisition, the aggregate of all Indebtedness permitted under this clause (h) does not exceed the greater of $5,000,000 or 15% of the total value of the assets of all Subsidiaries (or assets) so acquired since the Second Closing Date; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of infoUSA Amended and Restated Credit Agreement - 94 - business, so long as such Indebtedness not otherwise constituting Indebtedness permitted under this Section 10.4 is extinguished within two Business Days of the incurrence thereof; (j) Indebtedness in respect of bid, performance, advance payment or surety bonds entered into in the ordinary course of business and consistent with past practices in an aggregate amount not to exceed $1,500,000 at any time outstanding; and (k) so long as no Default or Event of Default then exists or would result therefrom, additional unsecured Indebtedness incurred by the Companies in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding. Section 10.5 Advances, Investments and Loans. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or hold any cash or Cash Equivalents (each of the foregoing an "Investment" and, collectively, "Investments"), except that the following shall be permitted: (a) the Companies may acquire and hold accounts receivables owing to any of them, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms of the Borrower or such Subsidiary; (b) the Companies may acquire and hold cash and Cash Equivalents; (c) the Companies may hold the Investments held by them on the Second Closing Date and described on Schedule 7 of the Disclosure Letter, provided that any additional Investments made with respect thereto shall be permitted only if independently justified under the other provisions of this Section 10.5; (d) the Companies may acquire and own investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (e) the Companies may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $500,000; (f) to the extent permitted by law, the Borrower may acquire and hold obligations of one or more officers or other employees of the Borrower or any of its infoUSA Amended and Restated Credit Agreement - 95 - Subsidiaries in connection with such officers' or employees' acquisition of shares of common stock of the Borrower provided, however, that (i) no cash is paid by the Borrower or any of its Subsidiaries to such officers or employees in connection with the acquisition of any such obligations, and (ii) the aggregate of all such obligations shall not exceed $3,000,000 at any one time outstanding. (g) the Companies may enter into Interest Rate Protection Agreements to the extent permitted by Section 10.4(c); (h) the Companies may enter into Other Hedging Agreement to the extent permitted by Section 10.4(g); (i) Permitted Acquisitions shall be permitted in accordance with Section 9.15; (j) the Companies may acquire and hold promissory notes and other non-cash consideration issued by the purchaser of assets in connection with a sale of such assets to the extent permitted by Sections 10.2(d) and (e); (k) the Credit Parties may make Intercompany Loans between or among one another, so long as each Intercompany Loan shall be evidenced by an Intercompany Note that is pledged to the Collateral Agent pursuant to the Pledge Agreement; (l) the Borrower may make equity contributions to the capital of the Subsidiary Guarantors and the Subsidiary Guarantors may make equity contributions to the capital of their respective Subsidiaries which are Subsidiary Guarantors, provided that the Borrower may not contribute a material portion of its non-cash assets to the Subsidiary Guarantors; (m) the Credit Parties may make Intercompany Loans and/or cash equity contributions to Wholly-Owned Foreign Subsidiaries for the purpose of enabling such Wholly-Owned Foreign Subsidiaries to consummate a Permitted Acquisition or to make Capital Expenditures so long as (i) each such Investment that is made as an Intercompany Loan shall be evidenced by an Intercompany Note that is pledged to the Collateral Agent pursuant to the Pledge Agreement, (ii) no more than $1,000,000 of such Investments in the aggregate may be made in any fiscal year of the Borrower for Permitted Acquisitions and (iii) no more than $1,000,000 of such Investments in the aggregate may be made in any fiscal year of the Borrower for Capital Expenditures; (n) the Borrower and its Wholly-Owned Subsidiaries may make additional Intercompany Loans and/or cash equity contributions to their respective Wholly-Owned Foreign Subsidiaries for the purpose of enabling such Subsidiaries to make an Investment permitted by Section 10.5(p) so long as (i) each such Investment that is made as an Intercompany Loan shall be evidenced by an Intercompany Note that is infoUSA Amended and Restated Credit Agreement - 96 - pledged to the Collateral Agent pursuant to the Pledge Agreement and (ii) no more than $1,000,000 of such Investments in the aggregate may be made; (o) Wholly-Owned Foreign Subsidiaries may make intercompany loans (i) between or among one another and (ii) to any Credit Party so long as each such Intercompany Loan made to a Credit Party shall contain (and shall be subject to) the subordination provisions described in Exhibit L; and (p) so long as no Default or Event of Default then exists or would result therefrom, the Companies may make additional Investments so long as the aggregate amount of all such Investments made in any fiscal year pursuant to this subsection (p) does not exceed $3,000,000, provided that the Borrower may reinvest the proceeds of Investments sold during the same year in which they were purchased. Section 10.6 Transactions with Affiliates. The Borrower will not, and will not permit any Company to, enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of the Borrower or any of its Subsidiaries, other than in the ordinary course of business and on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would reasonably be obtained by the Borrower or such Subsidiary at that time in a comparable arm's-length transaction with a Person other than an Affiliate, except that the following in any event shall be permitted: (a) Dividends may be paid to the extent provided in Section 10.3; (b) loans may be made and other transactions may be entered into by the Companies to the extent permitted by Sections 10.2, 10.4 and 10.5; (c) customary fees may be paid to non-officer directors of the Companies; (d) the Companies may enter into, and may make payments under, employment agreements, employee benefits plans, stock option plans, indemnification provisions and other similar compensatory arrangements with officers, employees and directors of the Companies in the ordinary course of business; (e) transactions exclusively between or among the Borrower and any of its Wholly-Owned Subsidiaries or exclusively between or among such Wholly-Owned Subsidiaries, provided that such transactions are not otherwise prohibited by the Credit Documents; (f) any agreement as in effect as of the Second Closing Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Lenders in infoUSA Amended and Restated Credit Agreement - 97 - any material respect than the original agreement as in effect on the Second Closing Date; and (g) transactions with Annapurna Corporation aggregating not more than $500,000 in any fiscal year of the Borrower. Section 10.7 Consolidated Fixed Charge Coverage Ratio. The Borrower will not permit the Consolidated Fixed Charge Coverage Ratio for any Test Period to be less than 1.15 to 1. Section 10.8 Consolidated Total Leverage Ratio. During each period described below, the Borrower will not permit the Consolidated Total Leverage Ratio at any time to be greater than the ratio set forth opposite such period:

Section 10.9 Consolidated Net Worth. The Borrower will not permit the Consolidated Net Worth as of the end of any fiscal quarter of the Borrower to be less than the sum of (a) 80% of Consolidated Net Worth as of December 31, 2003, (b) an amount equal to 50% of the Consolidated Net Income (with no deduction for any net loss in any such fiscal quarter) earned in each fiscal quarter ending after December 31, 2003, plus (c) an amount equal to 100% of the aggregate increases in shareholders' equity of the Companies after the Closing Date by reason of the issuance and sale of capital stock of the Borrower for cash consideration (including upon any conversion of debt securities of the Borrower into such capital stock). Section 10.10 Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements, etc. The Borrower will not, and will not permit any Company to, amend, modify or change its certificate or articles of incorporation (including, without limitation, by the filing or modification of any certificate or articles of designation) or by-laws (or the equivalent organizational documents) or any agreement entered into by it with respect to its capital stock (including any Shareholders' Agreement), or enter into any new agreement with respect to its capital stock, unless such amendment, modification, change or other action could not reasonably be expected to be adverse to the interests of the Lenders in any material respect. Section 10.11 Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the infoUSA Amended and Restated Credit Agreement - 98 - ability of any Company to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by any Company, or pay any Indebtedness owed to any Company, (b) make loans or advances to any Company or (c) transfer any of its properties or assets to any Company, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Company, (iv) customary provisions restricting assignment of any licensing agreement (in which a Company is the licensee) or other contract entered into by any Company in the ordinary course of business, (v) any instrument governing Indebtedness described in Section 10.4(h), which restriction is not applicable to any Person, or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vi) agreements existing on the First Closing Date to the extent and in the manner such agreements are in effect on the First Closing Date, (vii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 10.2, and (viii) restrictions on the transfer of any asset subject to a Lien permitted by Section 10.1(e), (f) or (g). Section 10.12 Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will not permit any Company to, issue (i) any preferred stock other than Qualified Preferred Stock of the Borrower or (ii) any redeemable common stock other than common stock that is redeemable at the sole option of the applicable Company. (b) The Borrower will not permit any Company to issue any capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock, except (i) for transfers and replacements of then outstanding shares of capital stock, (ii) for stock splits, stock dividends and issuances which do not decrease the percentage ownership of any Company in any class of the capital stock of such Company, (iii) to qualify directors to the extent required by applicable law, (iv) for issuances to the Borrower or a Wholly-Owned Subsidiary thereof or (v) for issuances by newly created or acquired Subsidiaries in accordance with the terms of this Agreement. Section 10.13 Business. The Borrower will not, and will not permit any Company to, engage in any business other than the business engaged in by the Companies as of the First Closing Date and reasonable extensions thereof and other businesses that are complementary or reasonably related thereto. Notwithstanding anything to the contrary contained in this Agreement, the Borrower will not permit any Inactive Subsidiary to engage in any business activities, to have any material liabilities or to own assets with an aggregate value in excess of $250,000. infoUSA Amended and Restated Credit Agreement - 99 - Section 10.14 Limitation on Creation of Subsidiaries. The Borrower will not, and will not permit any Company to, establish, create or acquire after the Second Closing Date any Subsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish, create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and, to the extent permitted by Section 10.5(p) and the definition of "Permitted Acquisition", non-Wholly-Owned Subsidiaries, so long as (a) the equity interests of each such new Subsidiary (to the extent owned by a Credit Party) is pledged pursuant to, and to the extent required by Section 9.11(a), the Pledge Agreement, (b) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) executes a counterpart of the Subsidiaries' Guaranty, the Pledge Agreement and the Security Agreement as required by Section 9.11(a), and (c) each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary), to the extent requested by the Administrative Agent or the Required Lenders, takes all actions required pursuant to Section 9.11. In addition, each such new Domestic Subsidiary (and, to the extent required by Section 9.13, each such new Foreign Subsidiary) shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Article VI as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Closing Date. Section 10.15 Operating Leases. The Borrower will not permit the aggregate obligations of the Companies with respect to Operating Leases to exceed $12,000,000 in any fiscal year. ARTICLE XI EVENTS OF DEFAULT Section 11.1 Events of Default. The occurrence of any of the following specified events shall constitute an Event of Default (each an "Event of Default"): (a) PAYMENTS. The Borrower shall (i) default in the payment when due of any principal of any Loan or any Note or (ii) default, and such default shall continue unremedied for three or more Business Days, in the payment when due of any interest on any Loan or Note, any Unpaid Drawing or any Fees or any other amounts owing hereunder or thereunder; or (b) REPRESENTATIONS, ETC. Any representation, warranty or statement made or deemed made by any Credit Party herein or in any other Credit Document or in any infoUSA Amended and Restated Credit Agreement - 100 - certificate delivered to the Administrative Agent or any Lender pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or (c) COVENANTS. Any Company shall (i) default in the due performance or observance by it of any term, covenant or agreement contained in Section 9.1(g)(i), 9.8, 9.12, 9.14, 9.15 or Article X or (ii) default in the due performance or observance by it of any other term, covenant or agreement contained in this Agreement or any other Credit Document (other than those set forth in Sections 11.1(a) and (b)) and such default shall continue unremedied for a period of 30 days after written notice thereof to the defaulting party by the Administrative Agent or the Required Lenders; or (d) DEFAULT UNDER OTHER AGREEMENTS. (i) Any Company shall (A) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (B) default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity, or (ii) any Indebtedness (other than the Obligations) of any Company shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 11.1(d) unless the aggregate principal amount of all Indebtedness as described in either of the preceding clauses (i) or (ii) is at least $5,000,000; or (e) BANKRUPTCY, ETC. The Borrower or any of its Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the Borrower or any of its Subsidiaries, and the petition is not controverted within 10 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any of its Subsidiaries, or the Borrower or any of its Subsidiaries commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any of its Subsidiaries, or there is commenced against the Borrower or any of its Subsidiaries any such proceeding which remains undismissed for a period of 60 days, or the Borrower or any of its Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the infoUSA Amended and Restated Credit Agreement - 101 - Borrower or any of its Subsidiaries suffers any appointment of any custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any of its Subsidiaries makes a general assignment for the benefit of creditors; or any corporate action is taken by the Borrower or any of its Subsidiaries for the purpose of effecting any of the foregoing; or (f) ERISA. (i) Any Plan shall fail to satisfy the minimum funding standard required for any plan year or part thereof under Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code or Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA shall be subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof) or an advance notice of a Reportable Event is filed (or is required to be filed) with the PBGC under Section 4043 of ERISA, any Plan which is subject to Title IV of ERISA shall have had or is likely to have a trustee appointed to administer such Plan, any Plan which is subject to Title IV of ERISA is, shall have been or is likely to be terminated or to be the subject of termination proceedings under ERISA (other than a standard termination under Section 4041(b) of ERISA), any Plan shall have an Unfunded Current Liability, a contribution required to be made with respect to a Plan or a Foreign Pension Plan has not been timely made, the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate has incurred or is likely to incur any liability to or on account of a Plan under Section 409, 502(i), 502(l) or 515 of ERISA, Title IV of ERISA (other than for premiums due to the PBGC), or Section 401(a)(29), 4971 or 4975 of the Code, or a "default" within the meaning of Section 4219(c)(5) of ERISA shall occur with respect to any Plan, any applicable law, rule or regulation is adopted, changed or interpreted, or the interpretation or administration thereof is changed, in each case after the First Closing Date, by any governmental authority or agency or by any court (a "Change of Law"), or, as a result of a Change in Law, an event occurs following a Change in Law, with respect to or otherwise affecting any Plan; (ii) there shall result from any such event or events the imposition of a lien, the granting of a security interest, or a liability or a material risk of incurring a liability; and (iii) such lien, security interest or liability, individually and/or in the aggregate, in the reasonable opinion of the Required Lenders, has had, or could reasonably be expected to have, a Material Adverse Effect; or infoUSA Amended and Restated Credit Agreement - 102 - (g) SECURITY DOCUMENTS. At any time after the execution and delivery thereof, any of the Security Documents shall cease to be in full force and effect, or shall cease to give the Collateral Agent for the benefit of the Secured Creditors the Liens, rights, powers and privileges purported to be created thereby (including, without limitation, a perfected security interest in, and Lien on, all of the Collateral (other than an immaterial portion thereof), in favor of the Collateral Agent, superior to and prior to the rights of all third Persons (except as permitted by Section 10.1), and subject to no other Liens (except as permitted by Section 10.1); or (h) SUBSIDIARIES' GUARANTY. At any time after the execution and delivery thereof, the Subsidiaries' Guaranty or any provision thereof shall cease to be in full force or effect as to any Subsidiary Guarantor, or any Subsidiary Guarantor or any Person acting by or on behalf of such Subsidiary Guarantor shall deny or disaffirm such Subsidiary Guarantor's obligations under the Subsidiaries' Guaranty or any Subsidiary Guarantor shall default in the due performance or observance of any term, covenant or agreement on its part to be performed or observed pursuant to the Subsidiaries' Guaranty; or (i) JUDGMENTS. One or more judgments or decrees shall be entered against the Borrower or any Subsidiary of the Borrower involving in the aggregate for the Companies a liability (not paid or fully covered by a reputable and solvent insurance company) and such judgments and decrees either shall be final and non-appealable or shall not be vacated, discharged or stayed or bonded pending appeal for any period of 30 consecutive days, and the aggregate amount of all such judgments equals or exceeds $5,000,000; or (j) CHANGE OF CONTROL. A Change of Control shall occur. Section 11.2 Remedies. While an Event of Default exists, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 11.1(e) shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (a) declare the Total Commitment terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately and any Commitment Fee shall forthwith become due and payable without any other notice of any kind; (b) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, infoUSA Amended and Restated Credit Agreement - 103 - protest or other notice of any kind, all of which are hereby waived by each Credit Party; (c) terminate any Letter of Credit which may be terminated in accordance with its terms; (d) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.1(e) with respect to the Borrower, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and then outstanding; (e) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; and (f) apply any cash collateral held by the Administrative Agent pursuant to Section 5.2 to the repayment of the Obligations. ARTICLE XII THE ADMINISTRATIVE AGENT. Section 12.1 Appointment. The Lenders hereby irrevocably designate Wells Fargo as Administrative Agent (for purposes of this Article XII, the term "Administrative Agent" also shall include Wells Fargo in its capacity as Collateral Agent pursuant to the Security Documents) to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on their behalf under the provisions of this Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Administrative Agent may perform any of their respective duties hereunder by or through its officers, directors, agents, employees or affiliates. Section 12.2 Nature of Duties. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and in the other Credit Documents. Neither the Administrative Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by them hereunder or under any other Credit Document or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Credit Document a fiduciary infoUSA Amended and Restated Credit Agreement - 104 - relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or in any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein or therein. Section 12.3 Lack of Reliance on the Administrative Agent. Independently and without reliance upon the Administrative Agent, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Companies in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Companies and, except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent shall not be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of the Borrower or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of the Borrower or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default. Section 12.4 Certain Rights of the Administrative Agent. If the Administrative Agent shall request instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Credit Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Required Lenders; and the Administrative Agent shall not incur liability to any Lender by reason of so refraining. Without limiting the foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders. Section 12.5 Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent. infoUSA Amended and Restated Credit Agreement - 105 - Section 12.6 Indemnification. To the extent the Administrative Agent (or any affiliate thereof) is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the Administrative Agent (and any affiliate thereof) in proportion to their respective "percentage" as used in determining the Required Lenders (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any affiliate thereof) in performing its duties hereunder or under any other Credit Document or in any way relating to or arising out of this Agreement or any other Credit Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Section 12.7 The Administrative Agent in its Individual Capacity. With respect to its obligation to make Loans, or issue or participate in Letters of Credit, under this Agreement, the Administrative Agent shall have the rights and powers specified herein for a "Lender" and may exercise the same rights and powers as though it were not performing the duties specified herein; and the term "Lender," "Required Lenders", "holders of Notes" or any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its respective individual capacities. The Administrative Agent and its affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital or other services (including financial advisory services) to, any Company or any Affiliate of any Company (or any Person engaged in a similar business with any Company or any Affiliate thereof) as if they were not performing the duties specified herein, and may accept fees and other consideration from any Company or any Affiliate of any Company for services in connection with this Agreement and otherwise without having to account for the same to the Lenders. Section 12.8 Holders. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or indorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. Section 12.9 Resignation by the Administrative Agent. (a) The Administrative Agent may resign from the performance of all its respective functions and duties hereunder and/or under the other Credit Documents at any time by giving 15 Business Days prior written notice to the Lenders. Such infoUSA Amended and Restated Credit Agreement - 106 - resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower's approval shall not be required if an Event of Default then exists). (c) If a successor Administrative Agent shall not have been so appointed within such 15 Business Day period, the Administrative Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower's consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 20th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent's resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. Section 12.10 Issuing Lender. The Issuing Lender shall have the rights and protections hereunder to the same extent as if it were the Administrative Agent. ARTICLE XIII MISCELLANEOUS. Section 13.1 Payment of Expenses, etc. The Borrower shall: (a) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and disbursements of legal counsel of the Administrative Agent and of the Administrative Agent's consultants) in connection with the preparation, execution and delivery of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto, of the Administrative Agent in connection with its syndication efforts with respect to this Agreement and of the Administrative Agent and, after the occurrence of an Event of Default, each of the Lenders in connection with the enforcement of this Agreement and the other Credit Documents and the documents and instruments referred to herein infoUSA Amended and Restated Credit Agreement - 107 - and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or pursuant to any insolvency or bankruptcy proceedings (including, in each case without limitation, the reasonable fees and disbursements of counsel and consultants for the Administrative Agent and, after the occurrence of an Event of Default, counsel for each of the Lenders); (b) pay and hold the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to the Administrative Agent or such Lender) to pay such taxes; and (c) indemnify the Administrative Agent and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' and consultants' fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or any other transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, whether or not owned, leased or operated by the Borrower or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). infoUSA Amended and Restated Credit Agreement - 108 - To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Section 13.2 Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent and each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to any Credit Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by the Administrative Agent or such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of any Credit Party against and on account of the Obligations and liabilities of the Credit Parties to the Administrative Agent or such Lender under this Agreement or under any of the other Credit Documents, including, without limitation, all interests in Obligations purchased by such Lender pursuant to Section 13.6(b), and all other claims of any nature or description arising out of or connected with this Agreement or any other Credit Document, irrespective of whether or not such Lender shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured. Section 13.3 Notices. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telegraphic, telex, telecopier or cable communication) and mailed, telegraphed, telexed, telecopied, cabled or delivered: if to any Credit Party, at the address specified opposite its signature below or in the other relevant Credit Documents; if to any Lender, at its address as set forth in the Register; and if to the Administrative Agent, at the Notice Office; or, as to any Credit Party or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties hereto and, as to each Lender, at such other address as shall be designated by such Lender in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall, when mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be effective when deposited in the mails, delivered to the telegraph company, cable company or overnight courier, as the case may be, or sent by telex or telecopier, except that notices and communications to the Administrative Agent and the Borrower shall not be effective until received by the Administrative Agent or the Borrower, as the case may be. Section 13.4 Benefit of Agreement; Assignments; Participations. (a) RESTRICTIONS ON ASSIGNMENT BY BORROWER; PARTICIPANTS. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, the Borrower may not assign or transfer any of its rights, obligations or interest hereunder infoUSA Amended and Restated Credit Agreement - 109 - without the prior written consent of the Lenders and, provided further, that, although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a "Lender" for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments hereunder except as provided in Sections 2.13 and 13.4(b)) and the transferee, assignee or participant, as the case may be, shall not constitute a "Lender" hereunder and, provided further, that no Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.7(a) shall not constitute a reduction in the rate of interest or Fees payable hereunder), or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment (or the available portion thereof) or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, or (iii) release all or substantially all of the Collateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans or Letters of Credit hereunder in which such participant is participating or release all or substantially all of the Subsidiary Guarantors. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation. (b) ASSIGNMENTS TO AFFILIATES AND NON-AFFILIATES. Notwithstanding the foregoing, any Lender (or any Lender together with one or more other Lenders) may (x) assign all or a portion of its Commitments and related outstanding Obligations (or, if the Commitments with respect to the relevant Tranche have terminated, outstanding Obligations) hereunder to (aa) its parent company and/or any affiliate of such Lender which is at least 50% owned by such Lender or its parent company or to one or more infoUSA Amended and Restated Credit Agreement - 110 - Lenders or (bb) in the case of any Lender that is a fund that invests in loans, any other fund that invests in loans and is managed or advised by the same investment advisor of such Lender or by an Affiliate of such investment advisor or (y) assign all, or if less than all, a portion equal to at least $1,000,000 in the aggregate for the assigning Lender or assigning Lenders, of such Commitments and related outstanding Obligations (or, if the Commitments with respect to the relevant Tranche have terminated, outstanding Obligations) hereunder to one or more Eligible Transferees (treating any fund that invests in loans and any other fund that invests in loans and is managed or advised by the same investment advisor of such fund or by an Affiliate of such investment advisor as a single Eligible Transferee), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Assumption Agreement, provided that, (i) upon the surrender of the relevant Notes by the assigning Lender (or, upon such assigning Lender's indemnifying the Borrower for any lost Note pursuant to a customary indemnification agreement) new Notes will be issued, at the Borrower's expense, to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender, such new Notes to be in conformity with the requirements of Section 2.5 (with appropriate modifications) to the extent needed to reflect the revised Commitments and/or outstanding Loans, as the case may be, (ii) the consent of the Administrative Agent shall be required (such consent not to be unreasonably withheld or delayed) for any assignment to an Eligible Transferee pursuant to clause (y) above, (iii) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any assignment to an Eligible Transferee pursuant to clause (y) if and only if the assignment (A) is to an Eligible Transferee who is not already a Lender, (B) occurs after the 30th day following the Second Closing Date, (C) occurs when no Default or Event of Default exists, and (D) is for more than $5,000,000 of Commitments and related outstanding Obligations by one Lender to an Eligible Transferee; (iv) the Administrative Agent shall receive at the time of each such assignment, from the assigning or assignee Lender, the payment of a non-refundable assignment fee of $3,500 (only one such fee shall be payable in the event of a simultaneous assignment to multiple assignees that are Affiliates or from multiple assignors that are Affiliates), and (v) no such transfer or assignment will be effective until recorded by the Administrative Agent on the Register pursuant to Section 13.15. To the extent of any assignment pursuant to this Section 13.4(b), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments and outstanding Loans. At the time of each assignment pursuant to this Section 13.4(b) to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) infoUSA Amended and Restated Credit Agreement - 111 - for Federal income tax purposes, the respective assignee Lender shall, to the extent legally entitled to do so, provide to the Borrower the appropriate Internal Revenue Service Forms (and, if applicable, a Section 5.7(b)(ii) Certificate) described in Section 5.7(b). To the extent that an assignment of all or any portion of a Lender's Commitments and related outstanding Obligations pursuant to Section 2.13 or this Section 13.4(b) would, at the time of such assignment, result in increased costs under Section 2.10, 3.6 or 5.7 from those being charged by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated to pay such increased costs (although the Borrower, in accordance with and pursuant to the other provisions of this Agreement, shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment). (c) ASSIGNMENTS BY LENDERS FOR COLLATERAL PURPOSES. Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank and, upon written notice to the Administrative Agent, any Lender which is a fund may pledge all or any portion of its Loans and Notes to its trustee in support of its obligations to its trustee. No pledge pursuant to this clause (c) shall release the transferor Lender from any of its obligations hereunder. Section 13.5 No Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between any Credit Party and the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights, powers and remedies herein or in any other Credit Document expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender would otherwise have. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent, the Collateral Agent, the Issuing Lender or any Lender to any other or further action in any circumstances without notice or demand. Section 13.6 Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to the Lenders (other than any Lender that has consented in writing to waive its pro rata infoUSA Amended and Restated Credit Agreement - 112 - share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, Unpaid Drawings, Commitment Fee or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 13.6(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders. Section 13.7 Calculations; Computations; Accounting Terms. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders); provided that, except as otherwise specifically provided herein, all computations of Excess Cash Flow, and all computations and all definitions used in determining compliance with Sections 10.7 through 10.9, inclusive, shall utilize accounting principles and policies in conformity with those used to prepare the latest audited historical financial statements of the Borrower referred to in Section 8.5(a). (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative infoUSA Amended and Restated Credit Agreement - 113 - Agent and the Lenders financial statements and other documents required hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. (c) All computations of interest, Commitment Fee and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees, the last day shall be included) occurring in the period for which such interest, Commitment Fee or other Fees are payable; provided that interest in respect of Base Rate Loans determined by reference to the prime rate shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days occurring in the period for which such interest is payable. Section 13.8 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF MINNESOTA. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF MINNESOTA, OR OF THE UNITED STATES FOR THE DISTRICT OF MINNESOTA IN EACH CASE WHICH ARE LOCATED IN THE CITY OF MINNEAPOLIS, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. (b) THE BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER THE BORROWER, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENTS BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER THE BORROWER. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND infoUSA Amended and Restated Credit Agreement - 114 - AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION. (c) THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. (d) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Section 13.9 Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent. Section 13.10 Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. Section 13.11 Amendment or Waiver; etc. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto and the Required Lenders, provided that no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following subsections (a) and (h))): (a) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity infoUSA Amended and Restated Credit Agreement - 115 - Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.7 shall not constitute a reduction in the rate of interest or Fees for the purposes of this Subsection (a)), (b) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents or release all or substantially all of the Subsidiary Guarantors, (c) amend, modify or waive any provision of this Section 13.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Second Closing Date), (d) reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Second Closing Date), (e) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (f) amend Section 2.9 so as to permit Interest Periods that are greater than six months, (g) amend Section 13.4(b), or (h) amend, modify or waive any Term Facility A Scheduled Repayment or Term Facility B Scheduled Repayment; provided further, that no such amendment, change, waiver, discharge or termination shall: (i) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (j) affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender hereunder or under any other infoUSA Amended and Restated Credit Agreement - 116 - Credit Document, without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender, as the case may be, (k) (i) amend, change, modify or waive Section 5.2 or (ii) have the effect (either immediately) or at some later time) of enabling the Borrower to satisfy a condition precedent to the making of a Revolving Loan or Swingline Loan or the issuance of a Letter of Credit, unless such amendment, modification or waiver shall have been consented to by the holders of more than 50% of the aggregate principal amount of the Revolving Loan Commitments, (l) amend, change, modify or waive the provisions of Section 5.5, or adversely affect the rights of Lenders participating in any Tranche different from those of the Lenders participating in other Tranches, unless, in any such case, such amendment, modification or waiver shall have been consented to by the holders of (in Dollars) more than 50% of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such modification, or, in the case of a modification affecting the Revolving Loan Commitments, the Lenders holding more than 50% of the aggregate principal amount of Revolving Loan Commitments (it being agreed and understood that modifications which affect all Lenders ratably shall not be considered hereunder as affecting Lenders of any Tranche differently). Section 13.12 Replacement of Non-Consenting Lender. If any Lender (a "Non-Consenting Lender") refuses to consent to an amendment to or waiver of any Credit Document or provision thereof, which amendment or waiver requires unanimous consent of all the Lenders, or all the Lenders holding a particular type of Commitment, in order to be effective, then the Administrative Agent may or the Borrower may (but neither shall be obligated to), upon notice to the Non-Consenting Lender (and the Administrative Agent, if applicable), require the Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 13.4(b)) all of its interests, rights, duties and obligations under this Agreement and the Loan Documents to an Eligible Transferee that shall assume such obligations (which assignee may be a Lender, if a Lender accepts such assignment); provided that (i) if it is an assignment at the request of the Borrower, the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Loan Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) if it is an assignment at the request of the Administrative Agent and there is no Event of Default, the Borrower shall have consented to such assignment (and if a Revolving Loan Commitment is being assigned, the Issuing Bank) which consents shall not be unreasonably withheld, (iii) the interests, rights, duties and obligations of all Non-Consenting Lenders are similarly assigned to Eligible Transferees, and (iv) the Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans, and participations in unreimbursed Drawings, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, from the Eligible Transferee (to the extent of such outstanding principal, accrued interest and accrued fees) or the Borrower (in the case of all other amounts). infoUSA Amended and Restated Credit Agreement - 117 - Section 13.13 Survival of Indemnities. All indemnities set forth herein including, without limitation, in Sections 2.10, 2.11, 3.6, 5.7, 12.6 and 13.1 shall survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the Obligations. Section 13.14 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any office, Subsidiary or Affiliate of such Lender. Notwithstanding anything to the contrary contained herein, to the extent that a transfer of Loans pursuant to this Section 13.14 would, at the time of such transfer, result in increased costs under Section 2.10, 2.11, 3.6 or 5.7 from those being charged by the respective Lender prior to such transfer, then the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective transfer). Section 13.15 Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower's agent, solely for purposes of this Section 13.15, to maintain a register (the "Register") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation, shall not affect the Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 13.4(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 13.15. Section 13.16 Confidentiality. (a) TREATMENT OF CONFIDENTIAL INFORMATION. Subject to the provisions Section 13.16(b), each Lender agrees that it will use its reasonable efforts not to disclose without the prior consent of the Borrower (other than to its employees, auditors, advisors or counsel or to another Lender if such Lender or such Lender's infoUSA Amended and Restated Credit Agreement - 118 - holding or parent company in its sole discretion determines that any such party should have access to such information, provided such Persons shall be subject to the provisions of this Section 13.16 to the same extent as such Lender) any information with respect to the Borrower or any of its Subsidiaries which is now or in the future furnished pursuant to this Agreement or any other Credit Document and which is designated by the Borrower to the Lenders in writing as confidential, provided that any Lender may disclose any such information (i) as has become generally available to the public other than by virtue of a breach of this Section 13.16(a) by the respective Lender, (ii) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere) or their successors, (iii) as may be required or appropriate in respect to any summons or subpoena or in connection with any litigation, (iv) in order to comply with any law, order, regulation or ruling applicable to such Lender, (v) to the Administrative Agent or the Collateral Agent, (vi) to any prospective or actual transferee or participant in connection with any contemplated transfer or participation of any of the Notes or Commitments or any interest therein by such Lender, provided that such prospective transferee agrees to be bound by the confidentiality provisions contained in this Section 13.16, and (vii) to any direct or indirect contractual counterparty to swap agreements with a Lender or such contractual counterparty's professional advisor provided that such contractual counterparty or professional advisor agrees to be bound by the provisions of this Section 13.16. (b) The Borrower hereby acknowledges and agrees that each Lender may share with any of its affiliates, and such affiliates may share with such Lender any information related to the Borrower or any of its Subsidiaries (including, without limitation, any non-public customer information regarding the creditworthiness of the Borrower and its Subsidiaries), provided such Persons shall be subject to the provisions of this Section 13.16 to the same extent as such Lender. Section 13.17 USA Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act. Section 13.18 Restatement of Earlier Agreement. This Agreement is executed for the purpose of replacing and restating the Old Credit Agreement. Upon execution and delivery of this Agreement by the Lenders, the Administrative Agent and the Borrower, none of the Lenders, the Borrower or the Administrative Agent shall have any obligation to the other under the Old Agreement, except that the Borrower shall continue to have the obligation to pay any fees remaining unpaid under the Old Credit Agreement that had accrued through the effective date of this Agreement. infoUSA Amended and Restated Credit Agreement - 119 - IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written. infoUSA INC. infoUSA INC. 5711 South 86th Circle Omaha, Nebraska 68127 Attn: Chief Financial Officer By: /s/ Raj Das Telephone No.: (402) 593-4500 -------------------------- Telecopier No.: (402) 331-1505 Name: Raj Das Title: Chief Financial Officer Signature Page 1 of 2 to the Amended and Restated Credit Agreement by and among infoUSA Inc., various financial institutions and Wells Fargo Bank, National Association, as lead arranger, sole book runner and administrative agent infoUSA Amended and Restated Credit Agreement - 1 - WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ Joseph G. Colianni ---------------------- Name: JOSEPH G. COLIANNI Title: VICE PRESIDENT Signature Page 2 of 2 to the Amended and Restated Credit Agreement by and among infoUSA Inc., various financial institutions and Wells Fargo Bank, National Association, as lead arranger, sole book runner and administrative agent SCHEDULE I DISCLOSURE LETTER infoUSA Amended and Restated Credit Agreement - - Schedule I - 1 - EX-4.12 3 d23161exv4w12.txt REAFFIRMATION OF AND FIRST AMENDMENT TO SUBSIDIARIES AGREEMENT EXHIBIT 4.12 REAFFIRMATION OF AND FIRST AMENDMENT TO SUBSIDIARIES GUARANTY, SECURITY AGREEMENT AND PLEDGE AGREEMENT This First Amendment to Subsidiaries Guaranty, Security Agreement and Pledge Agreement (this "Amendment"), dated as of June 4, 2004, is made by and among INFOUSA INC., a Delaware corporation (the "Borrower"), the subsidiaries of the Borrower signatories hereto (with the Borrower, the "Companies", and each a "Company"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for various financial institutions from time to time a party to the Credit Agreement (defined below). Recitals 1. The Borrower, various 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"), are parties to a Credit Agreement, dated as of March 25, 2004 (the "Old Credit Agreement"). Under the Old Credit Agreement, the Lenders extended credit facilities in the aggregate amount of $170 million. 2. In connection with the Old Credit Agreement, (i) the Companies executed and delivered to the Collateral Agent a Security Agreement dated as of March 25, 2004 (the "Security Agreement"), and a Pledge Agreement dated as of March 25, 2004 (the "Pledge Agreement"), and (ii) the Guarantors executed and delivered to the Collateral Agent a Subsidiaries Guaranty dated as of March 25, 2004 (the "Guaranty"). Except as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement, Security Agreement, Pledge Agreement or Guaranty shall be used herein as therein defined. 3. In connection with the Borrower's acquisition of OneSource Information Services, Inc., the Borrower and the Administrative Agent (with the approval of the Lenders) have agreed to amend and restate the Old Credit Agreement by means of executing and delivering that certain Amended and Restated Credit Agreement of even date herewith (as amended, restated or otherwise modified from time to time, the "Credit Agreement"). Under the Credit Agreement, the Lenders will extend credit facilities in the aggregate amount of $250 million. 4. To induce the Lenders to approve the Credit Agreement and to extend the credit facilities under the Credit Agreement, the Lenders, the Collateral Agent and the infoUSA Inc. - Reaffirmation of and First Amendment to Subsidiaries Guaranty, Security Agreement and Pledge Agreement 1 Administrative Agent have required that the Companies execute and deliver this Amendment. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows: 1. Amendments to Subsidiaries Guaranty. (a) Section 26 of the Guaranty is amended in its entirety to read as follows: "26. It is understood and agreed that any Subsidiary of the Borrower that is required to become a Subsidiary Guarantor pursuant to the Credit Agreement after the date hereof shall become a Guarantor hereunder by executing the Joinder to Subsidiaries Guaranty in the form of Exhibit A hereto and delivering the same to the Administrative Agent." (b) The Form of Joinder to Subsidiaries Guaranty set forth in Exhibit A to this Amendment shall be Exhibit A to the Guaranty. 2. Amendments to Pledge Agreement. (a) Section 25 of the Pledge Agreement is amended in its entirety to read as follows: "25. ADDITIONAL PLEDGORS. It is understood and agreed that any Subsidiary of the Borrower that is required by the Credit Agreement to become a Pledgor under this Agreement after the date hereof shall become a Pledgor hereunder by executing the Joinder to Pledge Agreement in the form of Annex I hereof and delivering the same to the Pledgee." (b) The Form of Joinder to Pledge Agreement set forth in Exhibit B to this Amendment shall be Annex I to Pledge Agreement. 3. Amendments to Security Agreement. (a) Section 10.13 of the Security Agreement is amended in its entirety to read as follows: "10.13 Additional Assignors. It is understood and agreed that any Subsidiary of the Borrower that is required by the Credit Agreement to become an Assignor under this Agreement after the date hereof shall become an Assignor hereunder by executing a Joinder to Security Agreement in the form of Annex K hereof and delivering the same to the Collateral Agent (it being understood that in connection therewith, such Subsidiary shall supplement Annexes A through H with information pertaining to such Subsidiary)." infoUSA Inc. - Reaffirmation of and First Amendment to Subsidiaries Guaranty, Security Agreement and Pledge Agreement 2 (b) The Form of Joinder to Security Agreement set forth in Exhibit C to this Amendment shall be Annex K to Security Agreement. 4. No Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Guaranty, Pledge Agreement and Security Agreement shall remain in full force and effect and shall apply to any advance or letter of credit thereunder. 5. Reaffirmation. Each Company acknowledges that it has received a copy of the Credit Agreement executed by the parties thereto. Each Company further ratifies and reaffirms all of the terms, conditions, provisions, agreements, requirements, promises, obligations, duties, covenants and representations applicable to it in the Guaranty, Pledge Agreement and Security Agreement, as amended above, and that the Guaranty, Pledge Agreement and Security Agreement remain in full force and effect and each agreement is valid, binding and fully enforceable in accordance with its terms. Each Company that is a party to the Pledge Agreement or Security Agreement further acknowledges that the total indebtedness under the Credit Agreement which is guaranteed or secured by such documents has increased from $170,000,000 to $250,000,000. 6. Conditions Precedent. This Amendment shall be effective when the Administrative Agent shall have received an executed original hereof. 7. Representations and Warranties. Each Company hereby represents and warrants as follows: (a) it has the corporate, partnership or limited liability company, power and authority, as the case may be, to execute, deliver and perform the terms and provisions of this Amendment and each other Credit Document to which it is a party and has taken all necessary corporate, partnership or limited liability company, action, as the case may be, to authorize the execution, delivery and performance by it of this Amendment and each such other Credit Document; (b) it has duly executed and delivered this Amendment and each other Credit Document to which it is a party, and this Amendment and each such other Credit Document constitute its legal, valid and binding obligations, enforceable in accordance with their terms, except to the extent that the enforceability hereof or thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (c) all of the representations and warranties contained in the Guaranty, Pledge Agreement and Security Agreement are correct on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date. infoUSA Inc. - Reaffirmation of and First Amendment to Subsidiaries Guaranty, Security Agreement and Pledge Agreement 3 8. References. From and after the date hereof: (a) all references in the Guaranty, Pledge Agreement and Security Agreement to "this Agreement" shall be deemed to refer to such agreement as amended hereby. (b) all references in the Guaranty, Pledge Agreement and Security Agreement to "Credit Agreement" shall be deemed to refer to the Amended and Restated Credit Agreement referenced above (as the same may be further amended, restated or otherwise modified from time to time). 9. Miscellaneous. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Companies and the Administrative Agent. [Signature Page to Follow] infoUSA Inc. - Reaffirmation of and First Amendment to Subsidiaries Guaranty, Security Agreement and Pledge Agreement 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above. AMERICAN CHURCH LISTS, INC., BJ HUNTER INFORMATION, INC., CD-ROM TECHNOLOGIES, INC., CITY DIRECTORIES, INC., CLICKACTION INC., DONNELLEY MARKETING, INC., HILL-DONNELLY CORPORATION IDEXEC, INC., INFOUSA MARKETING, INC., LIST BAZAAR.COM, INC., MARKADO, INC., STRATEGIC INFORMATION MANAGEMENT, INC., TGMVC CORPORATION, TRIPLEX DIRECT MARKETING CORP., WALTER KARL, INC., and YESMAIL, INC. each as a Guarantor, a Pledgor and an Assignor By /s/ Raj Das --------------------------- Name: Raj Das Title: Chief Financial Officer infoUSA INC., as a Pledgor and an Assignor By /s/ Raj Das --------------------------- Name: Raj Das Title: Chief Financial Officer [Signature Page 1 of 2 to Reaffirmation of and First Amendment to Subsidiaries Guaranty, Security Agreement and Pledge Agreement] WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent By: Joseph G. Colianni -------------------- Name: JOSEPH G. COLIANNI Title: VICE PRESIDENT [Signature Page 2 of 2 to Reaffirmation of and First Amendment to Subsidiaries Guaranty, Security Agreement and Pledge Agreement] EXHIBIT A EXHIBIT A to SUBSIDIARIES GUARANTY JOINDER TO SUBSIDIARIES GUARANTY The undersigned (the "New Guarantor"), joins the Subsidiaries Guaranty dated as of March 25, 2004 (as amended, modified, supplemented or restated from time to time, the "Guaranty"), made by the Guarantors party thereto (the "Existing Guarantors"), pursuant to which such Existing Guarantors have jointly severally guaranteed to the Secured Creditors (as defined in the Guaranty) the payment and performance of the Guaranteed Obligations of infoUSA Inc. (the "Borrower") to the Secured Creditors, which Guaranteed Obligations include, without limitation, the obligations of the Borrower under the Amended and Restated Credit Agreement, dated as of June 4, 2004 between the Borrower, the financial institutions from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (as amended, modified, supplemented or restated from time to time, the "Credit Agreement"). Except as otherwise defined herein, capitalized terms used herein and defined in the Guaranty shall be used herein as therein defined. The New Guarantor agrees to jointly and severally guaranty the payment and performance of the Guaranteed Obligations with the same force and effect as if it was an original party to the Guaranty, agrees to comply with the covenants, terms and conditions of the Guaranty and represents and warrants that each of the representations and warranties in the Guaranty are true and correct as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this Joinder to Subsidiaries Guaranty to be executed as of____________, ______________, 200___. [____________________________] _____________________________ By: _________________________ Its: ________________________ infoUSA Inc. - Reaffirmation of and First Amendment to Subsidiaries Guaranty, Security Agreement and Pledge Agreement -A 1- EXHIBIT B ANNEX I to PLEDGE AGREEMENT JOINDER TO PLEDGE AGREEMENT The undersigned (the "New Pledgor"), joins the Pledge Agreement dated as of March 25, 2004 (the "Pledge Agreement") made by the Pledgors party thereto (the "Existing Pledgors"), pursuant to which such Existing Pledgors have pledged Collateral to the Pledgee for the benefit of the Secured Creditors to jointly and severally secure the payment and performance of the Obligations of infoUSA Inc. (the "Borrower") to the Secured Creditors, including without limitation, the obligations of the Borrower under the Amended and Restated Credit Agreement, dated as of June 4, 2004 among the Borrower, the financial institutions from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent (as amended, modified, supplemented or restated from time to time, the "Credit Agreement"). Except as otherwise defined herein, capitalized terms used herein and defined in the Pledge Agreement shall be used herein as therein defined. The New Pledgor hereby grants, pledges and assigns to the Pledgee for the benefit of the Secured Creditors, all of its right, title and interest in any Collateral to secure the payment and performance of the Obligations with the same force and effect as if it was an original party to the Pledge Agreement, agrees to comply with the terms and conditions of the Pledge Agreement and represents and warrants to the Secured Creditors that each of the representations and warranties in the Pledge Agreement are true and correct as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this Joinder to Pledge Agreement to be executed as of __________, 200__. [____________________________] _____________________________ By: _________________________ Its: ________________________ infoUSA Inc. - Reaffirmation of and First Amendment to Subsidiaries Guaranty, Security Agreement and Pledge Agreement -B 1- EXHIBIT C ANNEX K to SECURITY AGREEMENT JOINDER TO SECURITY AGREEMENT The undersigned (the "New Assignor"), joins the Security Agreement dated as of March 25, 2004 (the "Security Agreement") made by the Assignors party thereto (the "Existing Assignors"), pursuant to which such Existing Assignors have granted to the Collateral Agent for the benefit of the Secured Creditors a continuing security interest in all of the right, title and interest of such Existing Assignor in the Collateral as required by the Amended and Restated Credit Agreement dated as of June 4, 2004, among the Borrower, the financial institutions from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (as amended, modified, supplemented or restated from time to time, the "Credit Agreement"). Except as otherwise defined herein, capitalized terms used herein and defined in the Security Agreement shall be used herein as therein defined. The New Assignor hereby grants to the Collateral Agent for the benefit of the Secured Creditors a continuing security interest in all of its right, title and interest in the Collateral to secure the payment and performance of the Obligations with the same force and effect as if it was an original party to the Security Agreement, agrees to comply with the covenants, terms and conditions of the Security Agreement and represents and warrants that each of the representations and warranties in the Security Agreement are true and correct as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this Joinder to Security Agreement to be executed as of _________, _________ 200_ . [____________________________] _____________________________ By: _________________________ Its: ________________________ infoUSA Inc. - Reaffirmation of and First Amendment to Subsidiaries Guaranty, Security Agreement and Pledge Agreement C-1 EX-21.1 4 d23161exv21w1.htm SUBSIDIARIES exv21w1

EXHIBIT 21.1

infoUSA INC. AND SUBSIDIARIES
SUBSIDIARIES AND STATE OF INCORPORATION


infoUSA Marketing, Inc.		Delaware
Walter Karl, Inc.		New York
Donnelley Marketing, Inc.		Delaware
infoUSA.com Inc.		Delaware
Strategic Information Management, Inc.		Delaware
City Directories, Inc.		Delaware
BJ Hunter Information, Inc.		Canada
Hill-Donnelly Corporation		Delaware
Edith Roman Holdings, Inc.		Delaware
OneSource Information Services, Ltd.		United Kingdom
OneSource Information Services, Inc.		Delaware
Storefront Images USA, Inc.		Delaware
Yesmail, Inc.		Delaware

EX-23.1 5 d23161exv23w1.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM exv23w1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (File No. 333-37865, No. 333-82933, No. 33-91194, No. 333-77417, No. 333-43391, No. 33-59256, No. 333-73106 and No. 333-73092) on Form S-8 of infoUSA Inc. of our reports dated March 9, 2005, with respect to the consolidated balance sheets of infoUSA Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2004, and related financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appear in the December 31, 2004 annual report on Form 10-K of infoUSA Inc.

Our report dated March 9, 2005, on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2004, express our opinion that infoUSA Inc. did not maintain effective internal control over financial reporting as of December 31, 2004 because of the effect of material weaknesses on the achievement of the objectives of the control criteria and contains explanatory paragraphs that state that there were an insufficient depth of accounting resources and insufficient policies and procedures governing the valuation of cost method investments.

Omaha, Nebraska
March 14, 2005

EX-24.1 6 d23161exv24w1.htm POWER OF ATTORNEY exv24w1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Vinod Gupta and Raj Das, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date
/s/ Vinod Gupta	Chairman of the Board and Chief	March 14, 2005
Vinod Gupta	Executive Officer (principal executive officer)

/s/ Raj Das	Chief Financial Officer	March 14, 2005
Raj Das	(principal accounting officer and principal financial officer)

/s/ George F. Haddix	Director	March 14, 2005
George F. Haddix

/s/ Elliot S. Kaplan	Director	March 14, 2005
Elliot S. Kaplan

/s/ Harold Andersen	Director	March 14, 2005
Harold Andersen

/s/ Dr. Vasant Raval	Director	March 14, 2005
Dr. Vasant Raval

/s/ Richard J. Borda	Director	March 14, 2005
Richard J. Borda

/s/ Martin Kahn	Director	March 14, 2005
Martin Kahn

/s/ Dennis P. Walker	Director	March 14, 2005
Dennis P. Walker

EX-31.1 7 d23161exv31w1.htm CERTIFICATION OF CEO AND CFO PURSUANT TO SECTION 302 exv31w1

EXHIBIT 31.1

CERTIFICATION

I, Vinod Gupta, certify that:

1. I have reviewed this annual report on Form 10-K of info USA Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2005

/s/ Vinod Gupta

Vinod Gupta
Chief Executive Officer

EXHIBIT 31.1

CERTIFICATION

I, Raj Das, certify that:

1. I have reviewed this annual report on Form 10-K of info USA Inc.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2005

/s/ Raj Das

Raj Das
Chief Financial Officer

EX-32.1 8 d23161exv32w1.htm CERTIFICATION OF CEO AND CFO PURSUANT TO SECTION 906 exv32w1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. §1350 (as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002), I, the undersigned Chief Executive Officer of infoUSA Inc. (the “Company”), hereby certify that to the best of my knowledge, (i) this Annual Report on Form 10-K of the Company for the period ended December 31, 2004 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company .


Date: March 14, 2005		/s/ Vinod Gupta
		Vinod Gupta, Chief Executive Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. §1350 (as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002), I, the undersigned Chief Financial Officer of infoUSA Inc. (the “Company”), hereby certify that to the best of my knowledge, (i) this Annual Report on Form 10-K of the Company for the period ended December 31, 2004 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company .


Date: March 14, 2005		/s/ Raj Das Raj Das, Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----


	for the reclassification of an interest rate swap agreement due to the refinancing of the Company’s senior debt credit facility during the year, and 4) a loss related to the Company’s repurchase of $9.0 million of its 9¹/2% Senior Subordinated Notes. As part of the repurchases, the Company recorded a loss totaling $0.4 million for net unamortized debt issue costs related to the Senior Subordinated Notes and for amounts paid in excess of carrying value of the debt.

(8)	During December 2000, the Company discontinued the operations of its VideoYellowPages.com Internet unit and recorded a loss of $4.2 million, net of tax. The loss is comprised of two components: 1) the loss of its results of operations of $3.4 million, net of tax for the full fiscal year, and 2) charges totaling $0.8 million, net of tax, for asset impairments.

(9)	During 2000, the Company changed its revenue recognition method for data licensing revenue. Effective January 1, 2000, the Company began to recognize revenue on data license arrangements on a straight-line basis. This change in method was made because a growing proportion of such license revenue is from long-term and continuous access agreements. The Company believes the newly adopted method of accounting better reflects the service commitment inherent in its various license agreements. The cumulative effect of the change in method of $10.3 million is net of income tax benefit of $3.5 million.