EXHIBIT 10.3
EXECUTION COPY
REAFFIRMATION AGREEMENT dated as of November
10, 2003 (as amended, supplemented or otherwise
modified from time to time, this "Agreement"), among
the Subsidiary Loan Parties identified on the
signature pages hereto (collectively, the
"Reaffirming Parties"), and JPMorgan Chase Bank, a
New York banking corporation ("JPMCB"), as collateral
agent (in such capacity, the "Collateral Agent"),
under the Credit Agreement referred to below.
WHEREAS, Dex Media, Inc., a Delaware corporation ("Parent"),
Dex Media East, Inc., a Delaware corporation ("Holdings"), Dex Media East LLC, a
Delaware limited liability company (the "Borrower"), the Lenders party thereto,
and JPMCB, as Administrative Agent, have entered into the Second Amendment and
Restatement dated as of October 31, 2003 (the "Second Amendment"), which amends
and restates the Credit Agreement dated as of November 8, 2002, as amended, and
as in effect on the date hereof (as so amended and restated by the Second
Amendment, the "Credit Agreement") among the Parent, Holdings, the Borrower, the
Lenders referred to therein, and JPMCB, as Administrative Agent;
WHEREAS, each of the Reaffirming Parties is party to one or
more of the Loan Documents (such term and each other capitalized term used but
not defined herein having the meaning assigned to such terms in the Credit
Agreement);
WHEREAS, each Reaffirming Party expects to realize, or has
realized, substantial direct and indirect benefits as a result of the Second
Amendment becoming effective and the consummation of the transactions
contemplated thereby; and
WHEREAS, the execution and delivery of this Agreement is a
condition precedent to making of New Term Loans (as defined in the Second
Amendment);
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
Reaffirmation
SECTION 1.01. Reaffirmation. Each of the Reaffirming Parties
hereby consents to the Second Amendment and the transactions contemplated
thereby, including the New Term Loans, and hereby confirms its respective
guarantees, pledges and grants of security interests, as applicable, under each
of the Loan Documents to which it is party, and agrees that, notwithstanding the
effectiveness of the Second Amendment and the making of the New Term Loans, such
guarantees, pledges and grants of security interests shall continue to be in
full force and effect and shall accrue to the benefit of the Secured Parties.
Each of the Reaffirming Parties further agrees to take any action that may be
required or that is reasonably requested by the Administrative Agent to ensure
compliance by the Borrower with Section 5.13 of the Credit Agreement and hereby
reaffirms its obligations under each similar provision of each Loan Document to
which it is party.
SECTION 1.02. Amendment and Restatement. On and after the date
on which the Second Amendment becomes effective in accordance with Section 4
thereof:
(a) Each reference, whether direct or indirect, in each Loan
Document to the "Credit Agreement" shall mean and be a reference to the
Credit Agreement as such agreement may be amended, amended and
restated, modified or supplemented and in effect from time to time.
(b) The definition of any term defined in any Loan Document by
reference to the terms defined in the Credit Agreement shall be amended
to be defined by reference to the defined term in the Credit Agreement,
as the same may be amended, amended and restated, modified or
supplemented and in effect from time to time.
ARTICLE II
Representations and Warranties
Each Reaffirming Party hereby represents and warrants, which
representations and warranties shall survive execution and delivery of this
Agreement, as follows:
SECTION 2.01. Organization. Such Reaffirming Party is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization.
SECTION 2.02. Authority; Enforceability. Such Reaffirming
Party has the corporate power and authority to execute, deliver and carry out
the terms and provisions of this Agreement and has taken all necessary action to
authorize the execution, delivery and performance by it of this Agreement. Such
Reaffirming Party has duly executed and delivered this Agreement, and this
Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally.
SECTION 2.03. Loan Documents. The representations and
warranties of such Reaffirming Party contained in each Loan Document are true
and correct with the same effect as though made on the date hereof, except to
the extent that such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties were true and
correct as of such earlier date).
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ARTICLE III
Miscellaneous
SECTION 3.01. Notices. All notices hereunder shall be given in
accordance with Section 9.01 of the Credit Agreement; provided that, for this
purpose, the address of each Reaffirming Party shall be the one specified for
the Borrower under the Credit Agreement.
SECTION 3.02. Loan Document. This Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.
SECTION 3.03. Effectiveness; Counterparts. This Agreement
shall become effective on the date when (i) copies hereof which, when taken
together, bear the signatures of each of the Subsidiary Loan Parties set forth
on the signature pages hereto and the Collateral Agent shall have been received
by the Administrative Agent (or its counsel) and (ii) the Second Amendment has
become effective in accordance with its terms. This Agreement may not be amended
nor may any provision hereof be waived except pursuant to a writing signed by
each of the parties hereto. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.
SECTION 3.04. No Novation. This Agreement shall not extinguish
the obligations for the payment of money outstanding under the Credit Agreement
or discharge or release the priority of any Loan Document or any other security
therefor. Nothing herein contained shall be construed as a substitution or
novation of the obligations outstanding under the Credit Agreement or
instruments securing the same, which shall remain in full force and effect,
except to any extent modified hereby or by instruments executed concurrently
herewith. Nothing implied in this Agreement or in any other document
contemplated hereby shall be construed as a release or other discharge of the
Borrower or any other Subsidiary Loan Party under any Loan Document from any of
its obligations and liabilities under the Credit Agreement or the other Loan
Documents. Each of the Credit Agreement and the other Loan Documents shall
remain in full force and effect, until (as applicable) and except to any extent
modified hereby or in connection herewith.
SECTION 3.05. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
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SECTION 3.06. No Other Amendments; Confirmation. Except as
expressly set forth herein, no other amendments to any Loan Document are
intended hereby and all other provisions of the Loan Documents are and shall
remain in full force and effect.
IN WITNESS WHEREOF, each Reaffirming Party and the Collateral
Agent, for the benefit of the Secured Parties have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
DEX MEDIA EAST FINANCE CO.,
by /S/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
DEX MEDIA INTERNATIONAL, INC.
(formerly "LCI International, Inc."),
by /S/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
JPMORGAN CHASE BANK, as Collateral Agent,
/S/ Xxxxxx X. Koziark
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Name: Xxxxxx X. Koziark
Title: Vice President
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