DEX MEDIA, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2014 • Dex Media, Inc. • Services-advertising • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2013, between Dex Media, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Underwriting AgreementUnderwriting Agreement • October 31st, 2024 • Thryv Holdings, Inc. • Services-advertising • New York
Thryv Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 5,715,000 shares of common stock, $0.01 par value per share (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 857,250 additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Underwriters” shall be construed to mean “Underwriter”. Certain terms used herein are defined in Section 22 hereof. Any reference herein to the Registration Statement, any Preliminary Pr
DEX MEDIA, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 11th, 2013 • Dex Media, Inc. • Services-advertising • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Dex Media, Inc. a corporation organized in the State of Delaware, or its successor (the “Company”), and the Participant specified above, pursuant to the Dex Media, Inc. Equity Incentive Plan (formerly known as the Dex One Corporation Equity Incentive Plan), as in effect and as amended from time to time (the “Plan”), which is administered by the Committee.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 30, 2013, among DEX MEDIA, INC., R.H. DONNELLEY INC., as Borrower, The Lenders Party Hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and Collateral Agent JPMORGAN...Credit Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising • New York
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as of January 29, 2010, as amended and restated as of April 30, 2013 (this “Intercreditor Agreement”), among DEX MEDIA, INC. (f/k/a Newdex, Inc.), a Delaware corporation (“DMI”), DEX MEDIA HOLDINGS, INC., a Delaware corporation (“DMHI”), DEX ONE DIGITAL, INC., a Delaware corporation (“Dex Digital”), DEX ONE SERVICE, INC., a Delaware corporation (the “Service Company”), R.H. DONNELLEY CORPORATION, a Delaware corporation (“RHDC”), the other direct and indirect subsidiaries of the Ultimate Parent from time to time parties hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as RHDI Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex East Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex West Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as SuperMedia Administrative Agent (as defined below) and JPMORGAN CHASE BANK, N.A., as Shared Collateral Agent (together with any successor
SUPERMEDIA-DEX TAX SHARING AGREEMENTTax Sharing Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising
THIS SUPERMEDIA-DEX TAX SHARING AGREEMENT (the “Agreement”) is made and entered on April 30, 2013, by and between SUPERMEDIA INC., a Delaware corporation (“SuperMedia”) together with SUPERMEDIA SALES INC., a Delaware corporation, and SUPERMEDIA SERVICES INC., a Delaware corporation (collectively, the “SuperMedia Entities” and, individually, a “SuperMedia Entity”), DEX MEDIA, INC. a Delaware corporation (“Parent”),and DEX ONE SERVICE, INC., a Delaware corporation (“DOS”), (the SuperMedia Entities, Parent, DOS and any person who hereafter becomes a party to this Agreement, collectively the “Parties” and, individually, a “Party”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among THRYV HOLDINGS, INC. and THE OTHER PARTIES NAMED HEREIN Dated as of September [ ], 2020Stockholders Agreement • September 18th, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of September [ ], 2020 (the “Effective Date”), by and among (i) Thryv Holdings, Inc., a Delaware corporation (the “Company”), (ii) Mudrick Capital Management, L.P., a Delaware limited partnership (the “Mudrick Entity”), (iii) GoldenTree Asset Management LP, a Delaware limited partnership (the “GoldenTree Entity”), (iv) Paulson & Co. Inc., a Delaware corporation (the “Paulson Entity”), and (v) Cerberus Capital Management L.P., a Delaware limited partnership (the “Cerberus Entity”) and each of the other Affiliates (as defined below) of the foregoing that are signatories to this Agreement (each a “Stockholder” and collectively the “Stockholders”).
LOAN AGREEMENT Dated as of December 31, 2009, as amended and restated as of April 30, 2013 among SUPERMEDIA INC. (formerly known as IDEARC INC.), as Borrower, DEX MEDIA, INC., The Lenders from Time to Time Parties Hereto and JPMORGAN CHASE BANK, N.A.,...Loan Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising • New York
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as of January 29, 2010, as amended and restated as of April 30, 2013 (this “Intercreditor Agreement”), among DEX MEDIA, INC. (f/k/a Newdex, Inc.), a Delaware corporation (“DMI”), DEX MEDIA HOLDINGS, INC., a Delaware corporation (“DMHI”), DEX ONE DIGITAL, INC., a Delaware corporation (“Dex Digital”), DEX ONE SERVICE, INC., a Delaware corporation (the “Service Company”), R.H. DONNELLEY CORPORATION, a Delaware corporation (“RHDC”), the other direct and indirect subsidiaries of the Ultimate Parent from time to time parties hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as RHDI Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex East Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex West Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as SuperMedia Administrative Agent (as defined below) and JPMORGAN CHASE BANK, N.A., as Shared Collateral Agent (together with any successor
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated March 21, 2019, is entered into by and among Dex Media, Inc., a Delaware corporation (“Borrower”), Dex Media Holdings, Inc., a Delaware corporation (“Parent”), Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), and the Lenders party hereto.
DEX MEDIA, INC., COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY WARRANT AGREEMENT Dated as of August 15, 2016 Warrants to Purchase Common Stock, par value $0.01 per shareWarrant Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware
THIS WARRANT AGREEMENT (this “Warrant Agreement”) dated as of August 15, 2016 (the “Effective Date”) among DEX MEDIA, INC., a Delaware corporation (herein called the “Company”), and COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company together with Computershare and each of their successors and permitted assigns under Section 6.09, the “Warrant Agent”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Stockholders Agreement.
DEX MEDIA, INC. EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (Time-Vested Award)Non-Qualified Stock Option Agreement • September 11th, 2013 • Dex Media, Inc. • Services-advertising • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Dex Media, Inc. a corporation organized in the State of Delaware, or its successor (the “Company”), and the Participant specified above, pursuant to the Dex Media, Inc. Equity Incentive Plan (formerly known as the Dex One Corporation Equity Incentive Plan), as in effect and as amended from time to time (the “Plan”), which is administered by the Committee.
DEX MEDIA INC. EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • December 19th, 2014 • Dex Media, Inc. • Services-advertising • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Dex Media, Inc., a corporation organized in the State of Delaware, or its successor (the “Company ”), and the Participant specified above, pursuant to the Dex Media, Inc. Equity Incentive Plan (formerly known as the Dex One Corporation Equity Incentive Plan), as in effect and as amended from time to time (the “Plan”), which is administered by the Committee.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30, 2017 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender ”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as joint book runners (in such capacit
PLEDGE AGREEMENTPledge Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware
THIS PLEDGE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 30, 2017, is by and between Yosemite Sellers’ Representative LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative referred to in the Acquisition Agreement hereinafter defined (the “Pledgor”) and Dex Media Holdings, Inc. (f/k/a Dex Media, Inc.), a Delaware corporation (the “Purchaser”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Acquisition Agreement referred to below.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • November 4th, 2014 • Dex Media, Inc. • Services-advertising • Texas
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is dated as of October 31, 2014 by and between Dex Media, Inc. (the “Company”), and Frank Gatto (the “Consultant”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 31, 2018, among DEX MEDIA, INC. as Borrower, The Lenders Party Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative AgentCredit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 31, 2018 (including all schedules and exhibits hereto, in each case, as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among DEX MEDIA HOLDINGS, INC., a Delaware corporation (“Holdings”), DEX MEDIA, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party hereto (the “Lenders”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent for such lenders.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated January 28, 2020, is entered into by and among Thryv, Inc. (formerly known as Dex Media, Inc.), a Delaware corporation ("Borrower"), Thryv Holdings, Inc. (formerly known as Dex Media Holdings, Inc.), a Delaware corporation ("Parent"), Wells Fargo Bank, National Association, as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, "Administrative Agent") and the Lenders party hereto (collectively constituting the Required Lenders). Capitalized terms used herein shall have the meanings given to them in the Amended Credit Agreement (as defined below) unless otherwise specified.
AMENDED AND RESTATED SHARED SERVICES AGREEMENTShared Services Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising • New York
This Amended and Restated Shared Services Agreement (together with all Schedules hereto, this “Agreement”) is made as of April 30, 2013 (the “Effective Date”), by and among Dex One Service, Inc., a Delaware corporation (successor by conversion to Dex One Service LLC, a Delaware limited liability company (formerly known as RHD Service LLC)) (“Servicer”), R.H. Donnelley Inc., a Delaware corporation (“RHD Inc”), Dex Media Service LLC, a Delaware limited liability company (“Dex Service”), Dex Media Holdings, Inc., a Delaware corporation (“DMHI”), Dex Media East, Inc., a Delaware corporation (“Dex East”), Dex Media West, Inc., a Delaware corporation (“Dex West”), Dex One Digital, Inc., a Delaware corporation (formerly known as Business.com, Inc.) (“Dex Digital”), Dex Media, Inc., a Delaware corporation (“DMI”), R.H. Donnelley Corporation, a Delaware corporation (“RHD Corp,” and together with RHD Inc, Dex Service, DMHI, Dex East, Dex West, Dex Digital and DMI, the “Dex Client Companies”), Su
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment"), dated January 31, 2019, is entered into by and among Dex Media, Inc., a Delaware corporation ("Borrower"), Dex Media Holdings, Inc., a Delaware corporation ("Parent"), Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, "Administrative Agent"), and the Lenders party hereto.
OFFICER’S CERTIFICATE November 17, 2016Warrant Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising
This Officer’s Certificate is being delivered to you pursuant to Section 2.01 of the Warrant Agreement, dated as of August 15, 2016 (the “Warrant Agreement”), among Dex Media, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”) and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant Agreement.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment"), dated August 20, 2019, is entered into by and among Thryv, Inc. (formerly known as Dex Media, Inc.), a Delaware corporation ("Borrower"), Thryv Holdings, Inc. (formerly known as Dex Media Holdings, Inc.), a Delaware corporation ("Parent"), Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, "Administrative Agent"), and the Lenders party hereto.
SEVERANCE AGREEMENT AND RELEASESeverance Agreement • March 14th, 2014 • Dex Media, Inc. • Services-advertising • North Carolina
THIS SEVERANCE AGREEMENT AND RELEASE (this "Agreement") is made by and between Richard J. Hanna (hereinafter referred to as "Employee"),and Dex One Corporation (hereinafter, unless the context indicates to the contrary, is deemed to include its subsidiaries, affiliates, predecessors, successors and assigns, referred to as "Dex One"or the "Company").
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated January 28, 2020, is entered into by and among Thryv, Inc. (formerly known as Dex Media, Inc.), a Delaware corporation (“Borrower”), Thryv Holdings, Inc. (formerly known as Dex Media Holdings, Inc.), a Delaware corporation (“Holdings”), and the Lenders party hereto (collectively constituting the Required Lenders). Capitalized terms used herein shall have the meanings given to them in the Amended Credit Agreement (as defined below) unless otherwise specified.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 16th, 2015 • Dex Media, Inc. • Services-advertising • Texas
This Separation Agreement and Release (the “Agreement”) is entered as of the 14 day of November 2014 by and between Samuel D. Jones (“Executive”) and DEX MEDIA, INC. (the “Company”).
DEX MEDIA, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 26, 2016. between Dex Media, Inc., a Delaware corporation (the “Company”), and Joe Walsh (the “Employee”).
SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 31, 2018 between Dex Media Holdings, Inc., a Delaware corporation (“Holdings”), Dex Media, Inc., a Delaware corporation (the “Borrower”) and each entity, if any, that becomes a “Subsidiary Guarantor” hereunder as contemplated by Section 7.12 (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with Holdings, collectively, the “Guarantors”, and the Guarantors together with the Borrower, collectively, the “Obligors”), and Wilmington Trust, National Association, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
STOCK OPTION AGREEMENTStock Option Agreement • September 1st, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware
This letter agreement (the “Agreement”) sets forth the terms and conditions of the stock option granted to you on [______________] by Dex Media, Inc. (the “Company”), in accordance with the provisions of its 2016 Stock Incentive Plan (the “Plan”).
vii- 11920299v11 EXHIBITS AND SCHEDULES Exhibit A Form of Assignment and Acceptance Exhibit B Form of Borrowing Base Certificate Exhibit C Form of Compliance Certificate Exhibit D-1 Form of Revolver Loan Note Exhibit D-2 Form of Swing Loan Note...Credit Agreement • May 2nd, 2024 • Thryv Holdings, Inc. • Services-advertising • New York
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 2nd, 2021 • Thryv Holdings, Inc. • Services-advertising • New York
NOW, THEREFORE, in consideration of the premises and mutual covenants, representations, warranties and agreements hereinafter set forth and intending to be legally bound, the Parties agree as follows:
SEVERANCE AGREEMENT AND RELEASESeverance Agreement • March 14th, 2014 • Dex Media, Inc. • Services-advertising • North Carolina
THIS SEVERANCE AGREEMENT AND RELEASE (this "Agreement") made by and between Sylvester J. Johnson (hereinafter referred to as "Employee"), and Dex One Corporation (hereinafter, unless the context indicates to the contrary, deemed to include its subsidiaries, affiliates, and predecessors referred to as "Dex One" or the "Company").
FORBEARANCE AGREEMENTForbearance Agreement • November 5th, 2015 • Dex Media, Inc. • Services-advertising • New York
THIS FORBEARANCE AGREEMENT, dated as of October 30, 2015 (this “Agreement”), is entered into by and among each lender under the Credit Agreements (as defined below) executing a counterpart hereof (the “Subject Lenders”), JPMorgan Chase Bank, N.A. as an Agent (as defined below) under the Dex East Credit Agreement, the Dex West Credit Agreement and the SuperMedia Credit Agreement (each as defined below) and Deutsche Bank Trust Company Americas, as an Agent under the RHDI Credit Agreement (as defined below), each in its capacity as an Agent, and Dex Media, Inc. (“Dex Media”), Dex Media East, Inc., Dex Media Holdings, Inc., Dex Media Service LLC, Dex Media West, Inc., Dex One Digital, Inc., Dex One Service, Inc., R.H. Donnelley Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley Corporation, SuperMedia Inc., SuperMedia LLC, and SuperMedia Sales Inc. (collectively, the “Company” and each a “Company Party”). Unless otherwise defined herein, all terms used in this Agreement shall have the meaning
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 10th, 2015 • Dex Media, Inc. • Services-advertising • New York
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 10, 2015 (this “Amendment”), to the Credit Agreement, dated as of June 6, 2008, as amended and restated as of January 29, 2010, and as further amended and restated as of April 30, 2013 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Dex Media, Inc. (f/k/a Dex One Corporation), Dex Media Holdings, Inc., Dex Media West, Inc., as the Borrower (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.
Executive Leadership Employee Noncompetition AgreementNoncompetition Agreement • March 16th, 2015 • Dex Media, Inc. • Services-advertising • Texas
In consideration of my employment by Dex Media or any successor, affiliate, subsidiary, or Related Company (as defined below), I, [EMPLOYEE NAME], hereby acknowledge and agree as follows:
ContractPerformance Award Agreement • May 5th, 2022 • Thryv Holdings, Inc. • Services-advertising • Delaware
FIRST AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • November 24th, 2015 • Dex Media, Inc. • Services-advertising • New York
This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT dated as of November 23, 2015 (this “Amendment”), is entered into by and among each lender under the Credit Agreements executing a counterpart hereof (the “Subject Lenders”), JPMorgan Chase Bank, N.A. as an Agent under the Dex East Credit Agreement, the Dex West Credit Agreement and the SuperMedia Credit Agreement and Deutsche Bank Trust Company Americas, as an Agent under the RHDI Credit Agreement, each in its capacity as an Agent, and Dex Media, Inc., Dex Media East, Inc., Dex Media Holdings, Inc., Dex Media Service LLC, Dex Media West, Inc., Dex One Digital, Inc., Dex One Service, Inc., R.H. Donnelley Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley Corporation, SuperMedia Inc., SuperMedia LLC, and SuperMedia Sales Inc. (collectively, the “Company” and each a “Company Party”). The Subject Lenders, the Agents, and the Company, are hereinafter referred to collectively as the “Parties.” Unless otherwise defined herein, all defined terms used
