Exhibit 10.2
EXECUTION COPY
REAFFIRMATION
REAFFIRMATION, dated as of December 6, 2004 (this
"Reaffirmation"), with respect to the Guarantee and Collateral Agreement, dated
as of December 6, 2002 (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 ("RHDonnelley"
or 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:
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WHEREAS, Holdings, the Borrower, the lenders parties thereto,
the Co-Syndication Agents, the Co-Documentation Agents and the Joint Lead
Arrangers named therein and the Administrative Agent are parties to the Amended
and Restated Credit Agreement, dated as of September 1, 2004 (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 December 6, 2004 (the "First Amendment"), pursuant
to which, among other things, the Borrower shall (i) refinance a portion of the
current outstanding Tranche B-2 Term Loans with the proceeds of new Tranche A-3
Term Loans in an aggregate principal amount of $200,000,000 (the "Tranche A-3
Term Loans") and (ii) refinance the portion of the Tranche B-2 Term Loans not
refinanced with the proceeds of the Tranche A-3 Term Loans with new Tranche D
Term Loans in an aggregate principal amount of $1,444,586,306.02 (the "Tranche D
Term Loans").
WHEREAS, pursuant to the Existing Credit Agreement, as amended
by the First Amendment (the "Amended Credit Agreement"), the Revolving Lenders,
the Renewing Term Lenders and the Additional Term Lenders (as defined in the
First Amendment) 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 Credit Agreement
Obligations and Secured Obligations (each as defined in the Guarantee and
Collateral Agreement), each Confirming Party has granted to the Collateral
Agent, for the benefit of the Credit Agreement Secured Parties and the Secured
Parties (each as defined in the Guarantee and Collateral Agreement), a security
interest in the Collateral referred to in the Guarantee and Collateral Agreement
all as set forth in the Guarantee and Collateral Agreement which is prior and
superior in right to the interest of any other Person in such Collateral (except
with respect to Liens expressly permitted by Section 8.3 of the Amended Credit
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
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(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 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 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 Credit Agreement Obligations and
Secured Obligations (each 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; 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
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Documents or any additional borrowings thereunder (including, without
limitation, the Tranche A-3 Term Loans and the Tranche D Term Loans).
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 telecopy),
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
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Name: Xxxxxx X. Xxxx
Title: Vice President, General Counsel &
Corporate Secretary
X.X. XXXXXXXXX INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President, General Counsel &
Corporate Secretary
X.X. XXXXXXXXX APIL, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President & Assistant Secretary
X.X. XXXXXXXXX PUBLISHING & ADVERTISING, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President & Corporate Secretary
GET DIGITAL XXXXX.XXX, INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President, General Counsel &
Corporate Secretary
Signature Page to Reaffirmation
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X.X. XXXXXXXXX PUBLISHING & ADVERTISING OF
ILLINOIS PARTNERSHIP
By: X.X. Xxxxxxxxx Publishing & Advertising of
Illinois Holdings, LLC, its managing partner
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President & Secretary
DONTECH II PARTNERSHIP
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President & Secretary
DONTECH HOLDINGS, LLC
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President & Secretary
X.X. XXXXXXXXX PUBLISHING & ADVERTISING OF
ILLINOIS HOLDINGS, LLC
By: /s/ Xxxxxx X. Xxxx
---------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President & Secretary
Signature Page to Reaffirmation
