Exhibit 10.5
EXECUTION COPY
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement") is entered into as of January
31, 2006, among DEX MEDIA, INC. (the "Parent") and JPMORGAN CHASE BANK, N.A.
(f/k/a JPMorgan Chase Bank) in its capacity as administrative agent (the
"Administrative Agent") for the lenders party to the Existing Credit Agreement
(as defined below).
WHEREAS, the Parent and the Administrative Agent have entered into that
certain Agreement dated as of September 9, 2003 (the "Parent Agreement"), in
connection with the Credit Agreement dated as of September 9, 2003, as amended
(the "Existing Credit Agreement"), among the Parent, Dex Media West, Inc., a
Delaware corporation, Dex Media West, LLC, as borrower, the lenders party
thereto and the Administrative Agent; and
WHEREAS, the parties hereto desire to terminate their rights and
obligations with respect to the Parent Agreement as of the date hereof;
NOW, THEREFORE, in consideration of the foregoing premises, the covenants
and representations set forth herein, and certain other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
ARTICLE I
TERMINATION
1.1 Termination of the Parent Agreement. Effective as of the date
hereof, the parties hereto agree that, notwithstanding anything to the contrary
contained therein and with no further action on the part of any party hereto or
thereto, the Parent Agreement shall terminate and none of the parties hereto or
thereto shall have any further liability or obligation with respect thereto or
the subject matter thereof whether arising prior to, on or after the date
hereof.
1.2 Release. Effective as of the date hereof, each party hereto (each,
a "Releasing Party") hereby unconditionally and irrevocably releases any and all
actions, causes of action, liabilities, obligations, rights, suits, debts, sums
of money, damages, judgments, claims and demands whatsoever, in law, equity or
otherwise, whether known or unknown, discovered or discoverable, concealed, or
asserted or could have been asserted, that such Releasing Party may have against
each other party hereto (each other party, a "Released Party"), including all
past and present officers, directors, partners, agents, employees, counsel,
financial advisors and professionals of such Released Party, arising from or
relating in any way to the Parent Agreement or any of the subject matter
thereof, prior to, up to and including the date hereof.
ARTICLE II
MISCELLANEOUS
2.1 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties, and their respective successors and
assigns.
2.2 Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect thereto. This Agreement may not be amended, modified or
rescinded except by an instrument in writing signed by each of the parties
hereto.
2.3 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible to the fullest extent
permitted by applicable law in a mutually acceptable manner in order that the
terms of this Agreement remain as originally contemplated to the fullest extent
possible.
2.4 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
2.5 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same instrument. This Agreement shall be binding upon the parties
hereto upon their execution of this Agreement.
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first written above.
DEX MEDIA, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Secretary
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Signature Page to Termination Agreement