RECITALSPurchase Agreement • April 14th, 2004 • Dex Media Inc • New York
EXHIBIT 10.5 FIRST AMENDMENT dated as of October 31, 2003 (this "Amendment") to the Credit Agreement dated as of September 9, 2003, (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among DEX MEDIA, INC., DEX...Dex Media Inc • April 14th, 2004 • New York
RECITALSEmployment Agreement • April 14th, 2004 • Dex Media Inc • Delaware
dated as ofCredit Agreement • April 14th, 2004 • Dex Media Inc • New York
INDENTUREDex Media Inc • April 14th, 2004 • New York
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • April 14th, 2004 • Dex Media Inc • New York
EXHIBIT 4.17Registration Rights Agreement • April 14th, 2004 • Dex Media Inc • New York
DEX MEDIA, Inc. and Wachovia Bank, N.A. as Rights Agent Rights Agreement Dated as of , 2004Rights Agreement • July 20th, 2004 • Dex Media Inc • Miscellaneous publishing • Delaware
transfer or new issuance of the Common Shares will contain a notation incorporating the Agreement by reference. Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, with or without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
JOINDER AGREEMENT TO THE DEX HOLDINGS, LLC EQUITYHOLDERS AGREEMENTJoinder Agreement • April 14th, 2004 • Dex Media Inc
By execution of this signature page and effective as of April 30, 2003, each of GS Private Equity Partners II - Direct Investment Fund, L.P., GS Private Equity Partners 1999 - Direct Investment Fund, L.P. and GS Private Equity Partners 2000 - Direct Investment Fund, L.P. (collectively, the "GS Entities") hereby agrees to become a party to and an Equityholder under, be bound by the obligations of, receive the benefits of and be treated as a WCAS Holder for all purposes under that certain Equityholders Agreement, dated as of November 8, 2002, by and among Dex Holdings, LLC, a Delaware limited liability company, Carlyle Partners III, L.P., CP III Coinvestment, L.P., Carlyle High Yield Partners, L.P., Carlyle-Dex Partners L.P., Carlyle-Dex Partners II L.P., Welsh, Carson, Anderson & Stowe IX, L.P., WD GP Associates LLC, WD Investors LLC and A.S.F. Co-Investment Partners, L.P., as amended from time to time thereafter (the "Equityholders Agreement").
EXHIBIT 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • April 14th, 2004 • Dex Media Inc • New York
FIRST AMENDMENT TO THE AGREEMENT AMONG MEMBERS (DEX HOLDINGS LLC)The Agreement • April 14th, 2004 • Dex Media Inc
INDENTURESupplemental Indenture • April 14th, 2004 • Dex Media Inc • New York
RECITALSPurchase Agreement • April 14th, 2004 • Dex Media Inc • New York
RECITALSDex Media Inc • April 14th, 2004 • Delaware
RECITALS:Management Consulting Agreement • April 14th, 2004 • Dex Media Inc • New York
RECITALSNon-Competition and Non-Solicitation Agreement • April 14th, 2004 • Dex Media Inc • New York
RECITALSShared Services Agreement • April 14th, 2004 • Dex Media Inc • Colorado
AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT OF DEX MEDIA, INC.Management Stockholders Agreement • April 14th, 2004 • Dex Media Inc • Delaware
PUBLISHING AGREEMENT FOR OFFICIAL LISTINGS/DIRECTORIESPublishing Agreement • April 14th, 2004 • Dex Media Inc • New York
Notice The information contained herein should not be disclosed to unauthorized persons. It is meant for use by authorized representatives of Qwest and Customer only.Dex Media Inc • April 14th, 2004 • Colorado
EXHIBIT 10.15 EQUITYHOLDERS AGREEMENT OF DEX HOLDINGS LLC NOVEMBER 8, 2002Equityholders Agreement • April 14th, 2004 • Dex Media Inc • Delaware
Form of Letter Agreement by and between Dex Media, Inc. and each of its Senior Vice Presidents]Letter Agreement • October 18th, 2005 • Dex Media Inc • Miscellaneous publishing
This Letter Agreement confirms the understanding reached between you and Dex Media, Inc., a Delaware corporation (together with any successor thereto, the “Company”), regarding the terms of your continued employment with the Company. This Letter Agreement constitutes an amendment to that certain Amended and Restated Employment Agreement, dated as of July 15, 2004 (the “Employment Agreement”), and an amendment to all previously granted stock options (the “Options”) to you pursuant to the Company’s 2002 Stock Option Plan and the Company’s 2004 Incentive Award Plan (each, the “Plan”) and the Non-Qualified Stock Option Agreements relating to the Options (the “Option Agreements”). Capitalized terms used in this Letter Agreement and not defined herein shall have the meaning given such terms in the Employment Agreement or Option Agreements, as applicable. This Letter Agreement shall be effective immediately prior to the consummation of the transactions (the “Merger”) evidenced by that certain
CREDIT AGREEMENT dated as of November 8, 2002, as amended and restated as of October 31, 2003, as further amended as of June 11, 2004 and to be further amended and restated upon satisfaction of certain conditions set forth herein, among DEX MEDIA,...Credit Agreement • June 28th, 2004 • Dex Media Inc • Miscellaneous publishing • New York
THIRD AMENDMENT AND RESTATEMENT dated as of June 11, 2004 (this “Amendment”), to the CREDIT AGREEMENT dated as of November 8, 2002, as amended (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DEX MEDIA, INC., DEX MEDIA EAST, INC., DEX MEDIA EAST LLC (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), and JPMORGAN CHASE BANK, as administrative agent and collateral agent (in such capacities, the “Agent”).
December 19, 2005 Scott A. Pomeroy c/o Dex Media, Inc. 198 Inverness Drive West Englewood, CO 80112 Re: 409A Amendment to Amended and Restated Employment AgreementLetter Agreement • December 22nd, 2005 • Dex Media Inc • Miscellaneous publishing • Delaware
This Letter Agreement confirms the understanding reached between you and Dex Media, Inc., a Delaware corporation (together with any successor thereto, the “Company”) to amend the terms of your continued employment with the Company to address the impact of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). This Letter Agreement constitutes an amendment to that certain Amended and Restated Employment Agreement, dated as of July 15, 2004 (the “Employment Agreement”), as amended by that certain letter agreement between you and the Company, dated October 2, 2005 (the “First Letter Amendment”). This Letter Agreement is intended to comply in good faith with Section 409A and the regulations and other Treasury Department guidance promulgated thereunder. This Letter Agreement shall be effective immediately prior to the consummation of the transactions (the “Merger”) evidenced by that certain Agreement and Plan of Merger by and among the Company, R.H. Don
AMENDED AND RESTATED MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • July 20th, 2004 • Dex Media Inc • Miscellaneous publishing • New York
This Amended and Restated Management Consulting Agreement (the “Agreement”) is made as of June , 2004, by and Dex Media East LLC, a Delaware limited liability company (the “Company”), and TC Group, LLC, a Delaware limited liability company (“Carlyle”).
RECITALSIntercompany License Agreement • April 14th, 2004 • Dex Media Inc • Colorado
EXHIBIT 4.15 NOTE REGISTRATION RIGHTS AGREEMENT This NOTE REGISTRATION RIGHTS AGREEMENT dated November 10, 2003 (the "Agreement") is entered into by and among Dex Media, Inc., a Delaware corporation (the "Company") and J.P. Morgan Securities Inc.,...Note Registration Rights Agreement • April 14th, 2004 • Dex Media Inc • New York
RECITALS:Agreement and Plan of Merger • October 7th, 2005 • Dex Media Inc • Miscellaneous publishing • Delaware
RECITALSEmployee Cost Sharing Agreement • April 14th, 2004 • Dex Media Inc • Colorado
October 2, 2005 Ms. Marilyn Neal c/o Dex Media, Inc. 198 Inverness Drive West Englewood, CO 80112 Re: Employment and Option Agreement Amendment Dear Marilyn:Letter Agreement • October 18th, 2005 • Dex Media Inc • Miscellaneous publishing
This Letter Agreement confirms the understanding reached between you and Dex Media, Inc., a Delaware corporation (together with any successor thereto, the “Company”), regarding the terms of your continued employment with the Company. This Letter Agreement constitutes an amendment to that certain Employment Agreement by and between you and the Company originally entered into as of November 8, 2002 and as amended and restated as of July 15, 2004 (the “Employment Agreement”), and an amendment to all Option Agreements by and between you and the Company (the “Option Agreements”) including without limitation those certain Option Agreements dated as of November 8, 2002, September 9, 2003, and November 11, 2003, in each case as amended prior to the date hereof. Capitalized terms used in this Letter Agreement and not defined herein shall have the meaning given such terms in the Employment Agreement or Option Agreements, as applicable. This Letter Agreement shall be effective as of the date here
East Realization Event" means any of the following events occurring at any time after the Effective Date: (i) the receipt by the Parent of any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity...Execution Copy • April 14th, 2004 • Dex Media Inc • New York
ContractCredit Agreement • August 4th, 2005 • Dex Media Inc • Miscellaneous publishing • New York
FIFTH AMENDMENT dated as of June 16, 2005 (this “Amendment”), to the CREDIT AGREEMENT dated as of November 8, 2002, as amended and restated as of July 27, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DEX MEDIA, INC., DEX MEDIA EAST, INC., DEX MEDIA EAST LLC (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent and collateral agent (in such capacities, the “Agent”), and J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as Joint Bookrunners and Co-Lead Arrangers.
•] Shares DEX MEDIA, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2005 • Dex Media Inc • Miscellaneous publishing • New York
The stockholders listed in Schedule I hereto (each, a “Selling Stockholder” and, collectively, the “Selling Stockholders”), propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) of the common stock, par value $.01 per share, of Dex Media, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • July 20th, 2004 • Dex Media Inc • Miscellaneous publishing • New York
This Amended and Restated Management Consulting Agreement (the “Agreement”) is made as of June , 2004, by and among Dex Media East LLC, a Delaware limited liability company (the “Company”) and WCAS Management Corporation, a Delaware corporation (“Welsh Carson”).
ContractCredit Agreement • January 13th, 2005 • Dex Media Inc • Miscellaneous publishing • New York
THIRD AMENDMENT dated as of November 24, 2004 (this “Amendment”), to the CREDIT AGREEMENT dated as of September 9, 2003, as amended and restated as of July 27, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DEX MEDIA, INC., DEX MEDIA WEST, INC., DEX MEDIA WEST LLC (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent and collateral agent (in such capacities, the “Agent”), and J.P.MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as Joint Bookrunners and Co-Lead Arrangers.
