SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 23rd, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated March 21, 2019, is entered into by and among Dex Media, Inc., a Delaware corporation (“Borrower”), Dex Media Holdings, Inc., a Delaware corporation (“Parent”), Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), and the Lenders party hereto.
DEX MEDIA, INC., COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY WARRANT AGREEMENT Dated as of August 15, 2016 Warrants to Purchase Common Stock, par value $0.01 per shareWarrant Agreement • June 23rd, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware
THIS WARRANT AGREEMENT (this “Warrant Agreement”) dated as of August 15, 2016 (the “Effective Date”) among DEX MEDIA, INC., a Delaware corporation (herein called the “Company”), and COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company together with Computershare and each of their successors and permitted assigns under Section 6.09, the “Warrant Agent”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Stockholders Agreement.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 23rd, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30, 2017 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender ”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as joint book runners (in such capacit
PLEDGE AGREEMENTPledge Agreement • June 23rd, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware
THIS PLEDGE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 30, 2017, is by and between Yosemite Sellers’ Representative LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative referred to in the Acquisition Agreement hereinafter defined (the “Pledgor”) and Dex Media Holdings, Inc. (f/k/a Dex Media, Inc.), a Delaware corporation (the “Purchaser”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Acquisition Agreement referred to below.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 31, 2018, among DEX MEDIA, INC. as Borrower, The Lenders Party Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative AgentCredit Agreement • June 23rd, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 31, 2018 (including all schedules and exhibits hereto, in each case, as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among DEX MEDIA HOLDINGS, INC., a Delaware corporation (“Holdings”), DEX MEDIA, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party hereto (the “Lenders”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent for such lenders.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 23rd, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated January 28, 2020, is entered into by and among Thryv, Inc. (formerly known as Dex Media, Inc.), a Delaware corporation ("Borrower"), Thryv Holdings, Inc. (formerly known as Dex Media Holdings, Inc.), a Delaware corporation ("Parent"), Wells Fargo Bank, National Association, as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, "Administrative Agent") and the Lenders party hereto (collectively constituting the Required Lenders). Capitalized terms used herein shall have the meanings given to them in the Amended Credit Agreement (as defined below) unless otherwise specified.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 23rd, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment"), dated January 31, 2019, is entered into by and among Dex Media, Inc., a Delaware corporation ("Borrower"), Dex Media Holdings, Inc., a Delaware corporation ("Parent"), Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, "Administrative Agent"), and the Lenders party hereto.
OFFICER’S CERTIFICATE November 17, 2016Warrant Agreement • June 23rd, 2020 • Thryv Holdings, Inc. • Services-advertising
This Officer’s Certificate is being delivered to you pursuant to Section 2.01 of the Warrant Agreement, dated as of August 15, 2016 (the “Warrant Agreement”), among Dex Media, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”) and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant Agreement.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 23rd, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment"), dated August 20, 2019, is entered into by and among Thryv, Inc. (formerly known as Dex Media, Inc.), a Delaware corporation ("Borrower"), Thryv Holdings, Inc. (formerly known as Dex Media Holdings, Inc.), a Delaware corporation ("Parent"), Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent for each Secured Party (in such capacity, together with its successors and assigns in such capacity, "Administrative Agent"), and the Lenders party hereto.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 23rd, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated January 28, 2020, is entered into by and among Thryv, Inc. (formerly known as Dex Media, Inc.), a Delaware corporation (“Borrower”), Thryv Holdings, Inc. (formerly known as Dex Media Holdings, Inc.), a Delaware corporation (“Holdings”), and the Lenders party hereto (collectively constituting the Required Lenders). Capitalized terms used herein shall have the meanings given to them in the Amended Credit Agreement (as defined below) unless otherwise specified.
DEX MEDIA, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 26, 2016. between Dex Media, Inc., a Delaware corporation (the “Company”), and Joe Walsh (the “Employee”).
SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • June 23rd, 2020 • Thryv Holdings, Inc. • Services-advertising • New York
SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 31, 2018 between Dex Media Holdings, Inc., a Delaware corporation (“Holdings”), Dex Media, Inc., a Delaware corporation (the “Borrower”) and each entity, if any, that becomes a “Subsidiary Guarantor” hereunder as contemplated by Section 7.12 (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, together with Holdings, collectively, the “Guarantors”, and the Guarantors together with the Borrower, collectively, the “Obligors”), and Wilmington Trust, National Association, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
STOCK OPTION AGREEMENTStock Option Agreement • June 23rd, 2020 • Thryv Holdings, Inc. • Services-advertising • Delaware
This letter agreement (the “Agreement”) sets forth the terms and conditions of the stock option granted to you on [______________] by Dex Media, Inc. (the “Company”), in accordance with the provisions of its 2016 Stock Incentive Plan (the “Plan”).
