EXHIBIT 3.6
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
DEX MEDIA WEST LLC
(f/k/a GPP LLC)
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
(this "Agreement") of Dex Media West LLC (f/k/a GPP LLC) is made and entered
into as of this 9th day of September, 2003, by its sole Member, Dex Media West,
Inc., a Delaware limited liability company (the "Member").
The Member hereby duly adopts this Agreement pursuant to and
in accordance with the Delaware Limited Liability Company Act (6 Del.C.
Section 18-101, et seq.), as amended from time to time (the "Act"), and hereby
agrees as follows:
I. Name; Certificate of Formation. The name of the limited liability
company is Dex Media West LLC (the "Company"). A Certificate of Formation of the
Company, dated July 29, 2003, was filed in the office of the Secretary of State
of the State of Delaware (the "Secretary of State") on August 2, 2002 under the
name "GPP LLC". The name of the Company was changed to "Dex Media West LLC"
pursuant to a Certificate of Merger filed with the Secretary of State on
September 9, 2003.
II. Purpose. The Company is formed for the object and purpose of, and the
nature of the business to be conducted and promoted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.
III. Member Percentages. The ownership interest of each Member (the
"Membership Interests") will be set forth on Schedule A hereto. The specimen
certificate representing the Membership Interests is set forth on Schedule B
hereto.
IV. Member Interests; Article 8 Securities Election. The Company hereby
irrevocably elects that all Membership Interests shall be securities governed by
Article 8 of the Uniform Commercial Code as in effect in the State of Delaware
and each other applicable jurisdiction. Each certificate evidencing Membership
Interests shall bear the following legend: "This certificate evidences an
interest in Dex Media West LLC and shall be a security governed by Article 8 of
the Uniform Commercial Code as in effect in the State of Delaware and each other
applicable jurisdiction." This provision shall not be amended, and any purported
amendment to this provision, shall not take effect until all outstanding
certificates have been surrendered for cancellation.
V. Designated Agent for Service of Process. The Company shall maintain a
registered office and a designated and duly qualified agent for the service of
process on the Company in the State of Delaware.
VI. Powers. Subject to the Company's board of directors' (the "Board of
Directors") ability to delegate authority pursuant to Article X, the Board of
Directors shall have full, exclusive and complete discretion to manage and
control the business and affairs of the Company, to make all decisions affecting
the business and affairs of the Company and to take all such actions as it deems
necessary or appropriate to accomplish the purpose of the Company as set forth
herein. The Board of Directors shall have the power to do any and all acts
necessary or convenient to or for the furtherance of the purposes described
herein, including all powers, statutory or otherwise, possessed by Members under
the laws of the State of Delaware. Each of the directors and each of the
Officers (as defined herein) is hereby designated as an authorized person,
within the meaning of the Act, to execute, deliver and file any duly authorized
amendments and/or restatements of the Certificate of Formation of the Company
and any other certificate (and any amendments and/or restatements thereof)
necessary for the Company to qualify to do business in a jurisdiction in which
the Company may wish to conduct business. Each director shall serve until such
time as his or her respective successors shall be duly chosen by the Member or
until such person's earlier death, resignation or removal by the Member.
VII. Meetings of the Board of Directors. The Board of Directors may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
any two Directors who shall provide notice of such meeting to each of the other
Directors using any means of communication no less than three (3) business days'
prior to any special meeting.
VIII. Size of Board; Quorum; Acts of the Board of Directors. The authorized
number of directors on the Board of Directors shall initially be nine. No action
may be taken at a meeting of the Board of Directors unless a quorum consisting
of a majority of directors is present in person or by proxy, including at least
two Carlyle Designees and two WCAS Designees (as such terms are defined in the
Equityholders Agreement, which is defined herein), or the remaining Carlyle
Designee or WCAS Designee if such party only has the right to designate one
director, and the act of a majority (including at least one Carlyle Designee and
one WCAS Designee) of the directors present at any meeting shall be the act of
the Board of Directors, except as may be otherwise specifically provided by this
Agreement. Participation by teleconference or other similar communications shall
be sufficient to constitute presence for any meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or committee.
IX. Committees of the Board of Directors. The Board of Directors may, by
resolution, passed by a majority of the whole Board of Directors, designate one
or more committees with two or more Directors sitting on each committee, and any
alternates who may replace any absent or disqualified member at any meeting of
the committee, provided that at least one Carlyle
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Designee and one WCAS Designee shall be designated on each sitting committee of
the Board of Directors. Any such committee shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Company to the extent provided by resolution of the Board of
Directors. Notwithstanding any of the foregoing, no committee shall have the
power or authority to amend this Agreement, adopt an agreement of merger or
consolidation, recommend to the Member the sale, lease or exchange of all or
substantially all of the Company's property and assets, recommend to the Member
a dissolution of the Company or a revocation of a dissolution, or declare a
distribution. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
X. Officers. The Board of Directors may, from time to time, appoint one
(1) or more individuals to be officers of the Company ("Officers"), with such
management rights, powers, duties and responsibilities as the Board of Directors
may, from time to time, delegate to them pursuant to a duly adopted resolution.
Any Officer to whom a delegation is made pursuant to the foregoing shall serve
in the capacity delegated unless and until such delegation is revoked by the
Board of Directors or such Officer resigns. The Board of Directors may revoke
such delegation and remove any Officer from office for any reason whatsoever,
with or without cause.
XI. Indemnification. Except as limited by law and subject to the provisions
of this Article XI, each Member, director and Officer shall be entitled to be
indemnified and held harmless on an as-incurred basis by the Company to the full
extent permitted under the Act, as in effect from time to time, against all
losses, liabilities and expenses (including, without limitation, attorneys' fees
and expenses) arising from or relating to proceedings in which such Member,
director or Officer, as the case may be, may be involved, as a party or
otherwise, by reason of such person being or having been a Member, director or
Officer, whether or not such person continues to be such at the time any such
loss, liability or expense is paid or incurred but only to the extent that such
person (i) acted in good faith and (ii) was neither grossly negligent nor
engaged in willful malfeasance. The rights of indemnification provided in this
Article XI will be in addition to any rights to which such Member, director or
Officer may otherwise be entitled by contract or as a matter of law and shall
extend to his successors and assigns. Each Member's, director's and Officer's
right to indemnification hereunder for reasonable expenses (as incurred)
(including, without limitation, attorneys' fees and expenses) incurred by such
Member, director or Officer may be conditioned upon the delivery by such Member,
director or Officer to the Company of a written undertaking (reasonably
acceptable to the Board of Directors) to repay such amount if such Member,
director or Officer is determined pursuant to this Article XI or adjudicated to
be ineligible for indemnification, which undertaking shall be an unlimited
general obligation but need not be secured.
XII. Dissolution. The Company shall dissolve, and its affairs shall be wound
up, upon the first to occur of the following: (a) the written consent of the
Member or (b) the entry of a decree of judicial dissolution under Section 18-802
of the Act.
XIII. Capital Contributions; Capital Accounts. The Member shall make capital
contributions to the Company from time to time, in cash, securities or other
property, in amounts and at time as determined by the Member, and in proportion
to its Membership Interests. A capital account
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shall be maintained for the Member in accordance with Treasury Regulations
Section 1.794-1(b)(2)(iv).
XIV. Allocation of Profits and Losses. The Company's profits and losses
shall be allocated to the Member in proportion to its Membership Interests.
XV. Distributions. Distributions shall be made to the Member at the times
and in the amounts determined by the Member. Such distributions shall be
allocated in proportion to the percentage of Membership Interests.
XVI. Assignments. The Member may sell, transfer or assign, in whole or in
part, its Membership Interests.
XVII. Admission of Additional Members. The Member may admit additional
members in its discretion.
XVIII. Liability of Member; Indemnification. The Member shall not have any
liability to the Company or any third party for the obligations or liabilities
of the Company except to the extent required by the Act. The Company shall, to
the full extent permitted by applicable law, indemnify and hold harmless the
Member, each director and each Officer against liabilities incurred in
connection with any action, suit or proceeding to which the Member, director or
Officer may be made a party or otherwise involved or with which the Member,
director or Officer shall be threatened by reason of its being a Member,
director or Officer or while acting as such on behalf of the Company or in
Company's interest.
XIX. Interpretation. This Agreement shall be interpreted in accordance with
the Equityholders Agreement, among Dex Holdings LLC, 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, Xxxxxxxx & Xxxxx IX,
L.P., WD GP Associates LLC, WD Investors LLC, and A.S.F. Co-Investment Partners,
L.P., and any other subsequent holder of the membership interests of Dex
Holdings LLC who agrees to be bound by the terms of such Equityholders
Agreement, as amended or modified from time to time (the "Equityholders
Agreement"). If there are any conflicts between this Agreement and the
Equityholders Agreement, the Equityholders Agreement shall prevail.
XX. Governing Law. This Agreement shall be governed by, and construed under
the laws of the State of Delaware, all rights and remedies being governed by
said laws.
XXI. Amendment. This Agreement may only be amended by a writing duly signed
by the Member.
XXII. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart shall for all purposes be deemed an
original, and all such counterparts shall together constitute but one and the
same agreement.
XXIII. Entire Agreement. Subject to Article XIX, this Agreement constitutes
the entire agreement entered into by the Member and supersedes all prior
agreements and understandings with respect to the matters contemplated hereby.
There are no restrictions, warranties,
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covenants, agreements, promises or undertakings other than those expressly set
forth in this Agreement.
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IN WITNESS WHEREOF, the undersigned, intended to be legally
bound hereby, has duly executed this Amended And Restated Limited Liability
Company Agreement as of the date first written above.
DEX MEDIA WEST, INC.
its Sole Member
By: /s/ Xxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxx
Title: CEO and President
SCHEDULE A
OWNERSHIP INTERESTS
Member Ownership Percentage Cash Contributed
------ -------------------- ----------------
Dex Media West, Inc. 100% $912,000,000
SCHEDULE B
(Specimen Membership Interest Certificate)
