INDEMNIFICATION AGREEMENTIndemnification Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2013, between Dex Media, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 30, 2013, among DEX MEDIA, INC., R.H. DONNELLEY INC., as Borrower, The Lenders Party Hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and Collateral Agent JPMORGAN...Credit Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising • New York
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as of January 29, 2010, as amended and restated as of April 30, 2013 (this “Intercreditor Agreement”), among DEX MEDIA, INC. (f/k/a Newdex, Inc.), a Delaware corporation (“DMI”), DEX MEDIA HOLDINGS, INC., a Delaware corporation (“DMHI”), DEX ONE DIGITAL, INC., a Delaware corporation (“Dex Digital”), DEX ONE SERVICE, INC., a Delaware corporation (the “Service Company”), R.H. DONNELLEY CORPORATION, a Delaware corporation (“RHDC”), the other direct and indirect subsidiaries of the Ultimate Parent from time to time parties hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as RHDI Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex East Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex West Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as SuperMedia Administrative Agent (as defined below) and JPMORGAN CHASE BANK, N.A., as Shared Collateral Agent (together with any successor
SUPERMEDIA-DEX TAX SHARING AGREEMENTTax Sharing Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising
THIS SUPERMEDIA-DEX TAX SHARING AGREEMENT (the “Agreement”) is made and entered on April 30, 2013, by and between SUPERMEDIA INC., a Delaware corporation (“SuperMedia”) together with SUPERMEDIA SALES INC., a Delaware corporation, and SUPERMEDIA SERVICES INC., a Delaware corporation (collectively, the “SuperMedia Entities” and, individually, a “SuperMedia Entity”), DEX MEDIA, INC. a Delaware corporation (“Parent”),and DEX ONE SERVICE, INC., a Delaware corporation (“DOS”), (the SuperMedia Entities, Parent, DOS and any person who hereafter becomes a party to this Agreement, collectively the “Parties” and, individually, a “Party”).
LOAN AGREEMENT Dated as of December 31, 2009, as amended and restated as of April 30, 2013 among SUPERMEDIA INC. (formerly known as IDEARC INC.), as Borrower, DEX MEDIA, INC., The Lenders from Time to Time Parties Hereto and JPMORGAN CHASE BANK, N.A.,...Loan Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising • New York
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as of January 29, 2010, as amended and restated as of April 30, 2013 (this “Intercreditor Agreement”), among DEX MEDIA, INC. (f/k/a Newdex, Inc.), a Delaware corporation (“DMI”), DEX MEDIA HOLDINGS, INC., a Delaware corporation (“DMHI”), DEX ONE DIGITAL, INC., a Delaware corporation (“Dex Digital”), DEX ONE SERVICE, INC., a Delaware corporation (the “Service Company”), R.H. DONNELLEY CORPORATION, a Delaware corporation (“RHDC”), the other direct and indirect subsidiaries of the Ultimate Parent from time to time parties hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as RHDI Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex East Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as Dex West Administrative Agent (as defined below), JPMORGAN CHASE BANK, N.A., as SuperMedia Administrative Agent (as defined below) and JPMORGAN CHASE BANK, N.A., as Shared Collateral Agent (together with any successor
AMENDED AND RESTATED SHARED SERVICES AGREEMENTShared Services Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising • New York
This Amended and Restated Shared Services Agreement (together with all Schedules hereto, this “Agreement”) is made as of April 30, 2013 (the “Effective Date”), by and among Dex One Service, Inc., a Delaware corporation (successor by conversion to Dex One Service LLC, a Delaware limited liability company (formerly known as RHD Service LLC)) (“Servicer”), R.H. Donnelley Inc., a Delaware corporation (“RHD Inc”), Dex Media Service LLC, a Delaware limited liability company (“Dex Service”), Dex Media Holdings, Inc., a Delaware corporation (“DMHI”), Dex Media East, Inc., a Delaware corporation (“Dex East”), Dex Media West, Inc., a Delaware corporation (“Dex West”), Dex One Digital, Inc., a Delaware corporation (formerly known as Business.com, Inc.) (“Dex Digital”), Dex Media, Inc., a Delaware corporation (“DMI”), R.H. Donnelley Corporation, a Delaware corporation (“RHD Corp,” and together with RHD Inc, Dex Service, DMHI, Dex East, Dex West, Dex Digital and DMI, the “Dex Client Companies”), Su
AMENDED AND RESTATED TAX SHARING AGREEMENTTax Sharing Agreement • May 3rd, 2013 • Dex Media, Inc. • Services-advertising
THIS AMENDED AND RESTATED TAX SHARING AGREEMENT (the “Agreement”) is made and entered into effective as of April 30, 2013, by and between DEX MEDIA, INC. A DELAWARE CORPORATION (“DMI”), DEX MEDIA HOLDINGS, INC., a Delaware corporation, DEX MEDIA EAST, INC., a Delaware corporation, DEX MEDIA WEST, INC., a Delaware corporation, DEX ONE SERVICE, INC., a Delaware corporation (“DOS”), R.H. DONNELLEY CORPORATION, a Delaware corporation, R.H. DONNELLEY INC., a Delaware corporation, R.H. DONNELLEY APIL, INC., a Delaware corporation, and DEX ONE DIGITAL, INC., a Delaware corporation, (collectively, including any person who hereafter becomes a party to this Agreement, the “Parties” and, individually, a “Party”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 3rd, 2013 • Dex Media, Inc. • Services-advertising • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 30, 2013 (this “Supplemental Indenture”), by and among Dex One Corporation (f/k/a R.H. Donnelley Corporation), a Delaware corporation (“Old Dex”), Newdex, Inc., a Delaware corporation (to be renamed Dex Media, Inc. in connection with the SuperMedia Merger (as defined below), “New Dex”), and The Bank of New York Mellon, as trustee under the indenture referred to below (the “Trustee”).
