andRights Agreement • January 23rd, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Delaware
FIRST AMENDMENT to RIGHTS AGREEMENTRights Agreement • March 10th, 1998 • 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
LCI INTERNATIONAL, INC.Lci International Inc /Va/ • November 27th, 1996 • Telephone communications (no radiotelephone) • Delaware
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
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
dated as ofCredit Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
Indenture Dated as of June 23, 1997 Between LCI INTERNATIONAL, INC. and First Trust National Association, as TrusteeLci International Inc /Va/ • June 26th, 1997 • Telephone communications (no radiotelephone) • New York
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
RECITALSPurchase Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
andAgreement and Plan of Merger • September 23rd, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Delaware
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
1 Exhibit 4(c)(xvi) 364 DAY CREDIT AGREEMENT dated as of September 5, 1997Day Credit Agreement • November 13th, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • North Carolina
INDENTURESupplemental Indenture • January 8th, 2003 • Dex Media International Inc • 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 • March 17th, 1998 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Virginia
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 International Inc • January 8th, 2003 • Telephone communications (no radiotelephone) • Colorado
RECITALS:Management Consulting Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
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...Non-Disclosure Agreement • February 20th, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • New York
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)
AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 8, 1998Agreement and Plan of Merger • March 10th, 1998 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Delaware
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
amongTransfer and Administration Agreement • November 5th, 1996 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.6Note Registration Rights Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
RECITALSJoint Management Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
AGREEMENT ---------Dex Media International Inc • January 8th, 2003 • Telephone communications (no radiotelephone) • Delaware
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
PUBLISHING AGREEMENT FOR OFFICIAL LISTINGS/DIRECTORIESPublishing Agreement • February 13th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.5Senior Note Registration Rights Agreement • January 8th, 2003 • Dex Media International Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10(s)(iv) DEED OF LEASE AGREEMENT Dated as of November 15, 1996Deed of Lease Agreement • March 18th, 1997 • Lci International Inc /Va/ • Telephone communications (no radiotelephone) • Virginia
| | ----------------------------------- ------------------------------- 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)...Lci International Inc /Va/ • March 17th, 1998 • Telephone communications (no radiotelephone)
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...Lci International Inc /Va/ • November 5th, 1996 • Telephone communications (no radiotelephone) • New York
