DEX MEDIA, Inc. and Wachovia Bank, N.A. as Rights Agent Rights Agreement Dated as of , 2004Rights Agreement • July 20th, 2004 • Dex Media Inc • Miscellaneous publishing • Delaware
transfer or new issuance of the Common Shares will contain a notation incorporating the Agreement by reference. Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, with or without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
AMENDED AND RESTATED MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • July 20th, 2004 • Dex Media Inc • Miscellaneous publishing • New York
This Amended and Restated Management Consulting Agreement (the “Agreement”) is made as of June , 2004, by and Dex Media East LLC, a Delaware limited liability company (the “Company”), and TC Group, LLC, a Delaware limited liability company (“Carlyle”).
Morgan Stanley & Co. Incorporated Lehman Brothers Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated As representatives (the “Managers”) of the several Underwriters named in Schedule II hereto c/o Morgan Stanley & Co. Incorporated 1585 Broadway...Underwriting Agreement • July 20th, 2004 • Dex Media Inc • Miscellaneous publishing • New York
AMENDED AND RESTATED MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • July 20th, 2004 • Dex Media Inc • Miscellaneous publishing • New York
This Amended and Restated Management Consulting Agreement (the “Agreement”) is made as of June , 2004, by and among Dex Media East LLC, a Delaware limited liability company (the “Company”) and WCAS Management Corporation, a Delaware corporation (“Welsh Carson”).
SPONSOR STOCKHOLDERS AGREEMENT OF DEX MEDIA, INC. July , 2004Sponsor Stockholders Agreement • July 20th, 2004 • Dex Media Inc • Miscellaneous publishing • Delaware
This SPONSOR STOCKHOLDERS AGREEMENT (the “Agreement”) is made and effective as of July , 2004, among Dex Media, Inc., a Delaware corporation (the “Company”), Dex Holdings LLC, a Delaware limited liability company (“Dex Holdings”), Carlyle Partners III, L.P., a Delaware limited partnership (“CP III”), CP III Coinvestment, L.P., a Delaware limited partnership (“Carlyle Coinvest”), Carlyle High Yield Partners, L.P., a Delaware limited partnership (“CHYP Coinvest”), Carlyle-Dex Partners L.P., a Delaware limited partnership (“Carlyle Coinvest I”), Carlyle-Dex Partners II L.P., a Delaware limited partnership (“Carlyle Coinvest II”) and, together with CHYP Coinvest, Carlyle Coinvest, Carlyle Coinvest I and CP III, the “Carlyle Holders”), Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership (“Welsh Carson IX”), WD GP Associates LLC (“WCAS Coinvest”), WD Investors LLC (“WCAS Coinvest II”), and A.S.F. Co-Investment Partners, L.P., a Delaware limited partnership (“ASF Coinvest
