FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF CBD MEDIA HOLDINGS LLCCBD Holdings Finance Inc. • December 13th, 2004
This FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF CBD MEDIA HOLDINGS LLC (this “Amendment”), entered into as of June 12, 2003, amends the Limited Liability Company Agreement of CBD Media Holdings LLC, dated as of March 7, 2002, by and among the Members (the “Original Agreement”), upon a Majority Vote of the Voting Members and pursuant to Section 10.01 of the Original Agreement. Unless otherwise defined herein, all defined terms appearing in this Amendment shall have the meaning ascribed to them in the Original Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF CBD MEDIA HOLDINGS LLCLimited Liability Company Agreement • December 13th, 2004 • CBD Holdings Finance Inc. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT OF CBD MEDIA HOLDINGS LLC is entered into as of March 7, 2002, by and among each of the Persons listed on Exhibit ”A” attached hereto. The capitalized terms used herein shall have the respective meanings assigned to such terms in Article XI. An index of definitions is attached hereto as Exhibit ”B”.
Exchange and Registration Rights Agreement Dated as of October 26, 2004 among CBD Media Holdings LLC, CBD Holdings Finance, Inc., and Lehman Brothers Inc., on behalf of the Initial PurchasersExchange and Registration Rights Agreement • December 13th, 2004 • CBD Holdings Finance Inc. • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of October 21, 2004 (the “Purchase Agreement”), by and among the Issuers and the Initial Purchasers, which provides for the sale by the Issuers to the Initial Purchasers of $100,000,000 aggregate principal amount of the Issuers’ 9 1/4% Senior Notes due 2012 (the “Notes”). In order to induce the Initial Purchasers to purchase the Notes, the Issuers have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement by the Issuers is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement.
CBD MEDIA HOLDINGS LLC CBD HOLDINGS FINANCE, INC.Purchase Agreement • December 13th, 2004 • CBD Holdings Finance Inc. • New York
CBD Media Holdings LLC, a Delaware limited liability company (“Holdings”), and CBD Holdings Finance, Inc., a Delaware corporation (“Finance” and, together with Holdings, the “Issuers”), propose to issue and sell to the several Initial Purchasers named in Schedule 1 hereto (the “Initial Purchasers”) $100,000,000 in aggregate principal amount of their 9 1/4% Senior Notes due 2012 (the “Notes”), pursuant to the terms of an indenture (the “Indenture”), to be dated as of October 26, 2004, between the Issuers and HSBC Bank USA, National Association, as trustee (the “Trustee”).
