EXHIBIT 10.16
JOINDER AGREEMENT
TO THE
DEX HOLDINGS, LLC
EQUITYHOLDERS AGREEMENT
By execution of this signature page and effective as of April 30, 2003,
each of GS Private Equity Partners II - Direct Investment Fund, L.P., GS Private
Equity Partners 1999 - Direct Investment Fund, L.P. and GS Private Equity
Partners 2000 - Direct Investment Fund, L.P. (collectively, the "GS Entities")
hereby agrees to become a party to and an Equityholder under, be bound by the
obligations of, receive the benefits of and be treated as a WCAS Holder for all
purposes under that certain Equityholders Agreement, dated as of November 8,
2002, by and among Dex Holdings, LLC, a Delaware limited liability company,
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., as amended from time to time thereafter
(the "Equityholders Agreement").
Capitalized terms used herein without definition shall have the
meanings given to them in the Equityholders Agreement.
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GS PRIVATE EQUITY PARTNERS II -
DIRECT INVESTMENT FUND, L.P.
By: GS PEP II Direct Investment
Advisors, L.L.C., its General Partner
By: GSAM Gen-Par, L.L.C.,
its Managing Member
By: /s/ Xxxxxxx Xxxx
-----------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
GS PRIVATE EQUITY PARTNERS 1999 -
DIRECT INVESTMENT FUND, L.P.
By: GS PEP 1999 Direct Investment
Advisors, L.L.C., its General Partner
By: GSAM Gen-Par, L.L.C.,
its Managing Member
By: /s/ Xxxxxxx Xxxx
-----------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
GS PRIVATE EQUITY PARTNERS 2000 -
DIRECT INVESTMENT FUND, L.P.
By: GS PEP 2000 Direct Investment
Advisors, L.L.C., its General Partner
By: GSAM Gen-Par, L.L.C.,
its Managing Member
By: /s/ Xxxxxxx Xxxx
-----------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
[remainder of page intentionally left blank]
Notice Address (for each GS Entity):
c/o Goldman Xxxxx Private Equity Group
00 Xxx Xxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxxx
Fax No. (000) 000-0000
Agreed and Accepted as of
the date first written above:
DEX HOLDINGS LLC
By: /s/ Xxxxx X. Xxxxxxx, Xx.
--------------------------------------------
Name: Xxxxx X. Xxxxxxx, Xx.
Title: Managing Director
