REAFFIRMATION

Exhibit 10.2

EXECUTION COPY

REAFFIRMATION, dated as of April 24, 2006 (this “Reaffirmation”), with respect to the Second Amended and Restated Guarantee and Collateral Agreement, dated as of December 13, 2005 (the “Guarantee and Collateral Agreement”), made by X.X. Xxxxxxxxx Corporation, a Delaware corporation (“Holdings”), X.X. Xxxxxxxxx Inc., a Delaware corporation and a wholly owned subsidiary of Holdings (the “Borrower”) and certain subsidiaries of the Borrower in favor of Deutsche Bank Trust Company Americas, as administrative agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, Holdings, the Borrower, the lenders parties thereto, the Syndication Agent, the Co-Documentation Agents and the Lead Arrangers named therein and the Administrative Agent are parties to the Second Amended and Restated Credit Agreement, dated as of December 13, 2005 (the “Existing Credit Agreement”);

WHEREAS, concurrently with the execution of this Reaffirmation, the Existing Credit Agreement will be amended by that certain First Amendment, dated as of April 24, 2006 (the “First Amendment”), which, among other things, shall provide for (i) a new tranche of term loans in an aggregate principal amount of $323,426,647.62 (the “Tranche A-4 Term Loans”), the proceeds of which will be utilized, together with the proceeds of the Tranche D-2 Term Loans (as defined below), to refinance the currently outstanding Tranche A-2 Term Loans and Tranche A-3 Term Loans, (ii) a new tranche of term loans in an aggregate principal amount of $1,422,032,204.12 (the “Tranche D-2 Term Loans”), the proceeds of which will be utilized, together with the proceeds of the Tranche A-4 Term Loans, to refinance the currently outstanding Tranche D Term Loans, (iii) the establishment of new commitments to make Revolving Loans, and to acquire participations in Letters of Credit and Swingline Loans under the Credit Agreement, which will replace all existing Revolving Commitments and (iv) new revolving loans thereunder, the proceeds of which will be utilized to refinance the currently outstanding Revolving Loans;

WHEREAS, pursuant to the Existing Credit Agreement, as amended by the First Amendment (the “Amended Credit Agreement”), the New Lenders (as defined in the First Amendment) and the Tranche D-1 Term Lenders will make or maintain Loans to, and the Issuing Lender will issue Letters of Credit from time to time for the account of, the Borrower;

WHEREAS, each Subsidiary of the Borrower that is a party hereto (collectively, together with Holdings and the Borrower, the “Confirming Parties”) has guaranteed the Borrower Credit Agreement Obligations (as defined in the Guarantee and Collateral Agreement);

WHEREAS, as collateral security for the Secured Obligations (as defined in the Guarantee and Collateral Agreement), each Confirming Party has granted to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in the Collateral referred to in the Guarantee and Collateral Agreement;

WHEREAS, all of the liabilities and obligations of the Borrower under the Existing Credit Agreement are being continued in full force and effect, unpaid and undischarged

(except to the extent expressly provided in the First Amendment) pursuant to the First Amendment;

WHEREAS, each Confirming Party is a party to the Guarantee and Collateral Agreement and hereby wishes to confirm that all of its liabilities and obligations, and Liens and security interests created, under the Guarantee and Collateral Agreement remain in full force and effect after giving effect to the First Amendment; and

WHEREAS, it is a condition precedent to the effectiveness of the First Amendment that the parties hereto shall have executed and delivered this Reaffirmation to the Administrative Agent for the ratable benefit of the Lenders;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the First Amendment and to induce the Lenders to make or maintain extensions of credit thereunder, each Confirming Party hereby agrees with the Administrative Agent, for the ratable benefit of the Lenders, as follows:

1. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned to them in the Amended Credit Agreement.

2. Each Confirming Party hereby consents to the execution and delivery of, and the amendment of the Existing Credit Agreement pursuant to, the First Amendment. Each Confirming Party hereby agrees that each reference to the “Credit Agreement” in the Guarantee and Collateral Agreement shall be deemed to be a reference to the Existing Credit Agreement as amended by the First Amendment.

3. Each Confirming Party hereby agrees that:

(a) all of its obligations and liabilities under the Guarantee and Collateral Agreement remain in full force and effect on a continuous basis after giving effect to the First Amendment;

(b) all of the Liens and security interests created and arising under the Guarantee and Collateral Agreement remain in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, and having the same perfected status and priority as existed prior to the effectiveness of the First Amendment, after giving effect to the First Amendment, as collateral security for the Secured Obligations (as defined in the Guarantee and Collateral Agreement);

(c) all of the obligations and liabilities of the Borrower under the Existing Credit Agreement (i) are continued in full force and effect on a continuous basis, unpaid and undischarged (except to the extent expressly provided in the First Amendment), pursuant to the Amended Credit Agreement and (ii) constitute the same obligations and liabilities under the Amended Credit Agreement (except to the extent expressly provided in the First Amendment); and

(d) this Reaffirmation is being executed and delivered at the request of the Lenders and shall not imply or require that any consent of such Confirming Parties is needed in

connection with any future amendments or waivers of the Credit Agreement or any other Loan Documents or any additional borrowings thereunder.

4. Each of the representations and warranties made by any Confirming Party in the Guarantee and Collateral Agreement is true and correct in all material respects on and as of the date hereof (unless such representations expressly relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date).

5. Each Confirming Party agrees that it shall take any action reasonably requested by the Administrative Agent in order to confirm or effect the intent of this Reaffirmation.

6. This Reaffirmation shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

7. This Reaffirmation may be executed by one or more of the parties hereto on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Balance of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned have caused this Reaffirmation to be executed and delivered by a duly authorized officer on the date first above written.


X.X. XXXXXXXXX CORPORATION
By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Senior Vice President, General Counsel and Corporate Secretary


X.X. XXXXXXXXX INC.
By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Vice President, General Counsel and Corporate Secretary


X.X. XXXXXXXXX APIL, INC.
By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Vice President and Assistant Secretary


X.X. XXXXXXXXX PUBLISHING & ADVERTISING, INC.
By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Vice President and Corporate Secretary


GET DIGITAL XXXXX.XXX, INC.
By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Vice President, General Counsel and Corporate Secretary

Signature Page to Reaffirmation Agreement


X.X. XXXXXXXXX PUBLISHING & ADVERTISING OF ILLINOIS PARTNERSHIP
By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Vice President and Secretary


DONTECH II PARTNERSHIP
By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Vice President and Secretary


DONTECH HOLDINGS, LLC
By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Vice President and Secretary


X.X. XXXXXXXXX PUBLISHING & ADVERTISING OF ILLINOIS HOLDINGS, LLC
By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Vice President and Secretary

Signature Page to Reaffirmation Agreement

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REAFFIRMATION

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