DEX MEDIA EAST LLC (formerly known as SGN LLC) DEX MEDIA EAST FINANCE CO. 9 7/8% Senior Notes due 2009Indenture • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 1A LCI INTERNATIONAL, INC. 7.25% SENIOR NOTES DUE JUNE 15, 2007 UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • New York
OFMerger Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • Delaware
andRights Agreement • January 23rd, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 3.6 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • Delaware
amongReceivables Purchase Agreement • November 5th, 1996 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT to RIGHTS AGREEMENTRights Agreement • March 10th, 1998 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Delaware
Indenture Dated as of June 23, 1997 Between LCI INTERNATIONAL, INC. and First Trust National Association, as TrusteeIndenture • June 26th, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • New York
INDENTUREIndenture • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
RECITALSPurchase Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
1 Exhibit 4(c)(xvi) 364 DAY CREDIT AGREEMENT dated as of September 5, 1997364 Day Credit Agreement • November 13th, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • North Carolina
1 Exhibit 4(c)(xv) THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 5, 1997Credit Agreement • November 13th, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • North Carolina
EXHIBIT 10(l)(xxiii) EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of January 3, 1997, between LCI International Management Services, Inc., a Delaware corporation (the "Company"), and Anne K. Bingaman ("Executive"). WHEREAS,...Employment Agreement • August 14th, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Delaware
andMerger Agreement • September 23rd, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Delaware
1 EXHIBIT 10(r)(iv) SUPPORT AGREEMENT THIS SUPPORT AGREEMENT ("Agreement") is executed as of this 29th day of August, 1996 by LCI International, Inc., a Delaware corporation ("Parent") in favor of LCI SPC I, Inc., a Delaware corporation (the...Support Agreement • November 5th, 1996 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • New York
| | ----------------------------------- ------------------------------- LCI Telecom UK, Ltd. USLD Communications Corp. (LCIUK) 9/12/97 (USLD) 9/21/87 (Incorporated: United Kingdom) (Incorporated: Delaware) (wholly-owned subsidiary of LCII)...Exhibit • March 17th, 1998 • Lci International Inc /Va/ • Telephone communications (no radiotelephone)
RECITALSVoting Agreement • March 10th, 1998 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
dated as ofCredit Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
RECITALS:Management Consulting Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 8, 1998Merger Agreement • March 10th, 1998 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Delaware
RECITALSNon-Competition and Non-Solicitation Agreement • February 13th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 10(s)(i) PARTICIPATION AGREEMENT Dated as of November 15, 1996Participation Agreement • March 18th, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone)
1 EXHIBIT 10(q)(iiii) REPRESENTATIVE AGREEMENT THIS AGREEMENT is entered into as of May 1, 1996 (the "Effective Date") by and between LCI INTERNATIONAL TELECOM CORP. ("LCI") with offices at 8180 Greensboro Drive, Ste. 800, McLean, VA 22102 and...Representative Agreement • February 20th, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.8 EQUITYHOLDERS AGREEMENT OF DEX HOLDINGS LLC NOVEMBER 8, 2002 TABLE OF CONTENTSEquityholders Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • Delaware
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.Agreement for the Provision of Billing and Collection Services • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • Colorado
AGREEMENT ---------Agreement Among Members • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • Delaware
LCI INTERNATIONAL, INC.Registration Rights Undertaking • November 27th, 1996 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Delaware
1 EXHIBIT 10(r)(iii) THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF (i) THE AGGREGATE UNPAIDS UNDER (AND AS SUCH TERM IS DEFINED IN) THAT CERTAIN TRANSFER AND ADMINISTRATION AGREEMENT DATED AS OF AUGUST...Subordination Agreement • November 5th, 1996 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • New York
1 Exhibit 10(1)(xxiv) AGREEMENT AND RELEASE OF ALL CLAIMS This Agreement and Release of all Claims (hereinafter "Agreement") is entered into as of the 24th day of October, 1997 ("Effective Date"), between LCI International, Inc. (hereinafter "LCII"),...Agreement and Release of All Claims • March 17th, 1998 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Virginia
amongTransfer and Administration Agreement • November 5th, 1996 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • New York
RECITALSJoint Management Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.6Senior Subordinated Note Registration Rights Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 10(s)(ii) UNCONDITIONAL GUARANTY AGREEMENT THIS UNCONDITIONAL GUARANTY AGREEMENT (this "Guaranty"), dated as of November 15, 1996 made by LCI INTERNATIONAL, INC., a Delaware corporation (the "Guarantor"), in favor of NATIONSBANK OF TEXAS,...Unconditional Guaranty Agreement • March 18th, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • North Carolina
betweenAgency Agreement • March 18th, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Virginia
