Exhibit 10.2
EXECUTION COPY
REAFFIRMATION AGREEMENT, dated as of January 31, 2006 (as amended,
supplemented or otherwise modified from time to time, this "Agreement"), among
Dex Media, Inc., a Delaware corporation ("Parent"), Dex Media West, Inc., a
Delaware corporation ("Holdings"), Dex Media West LLC, a Delaware limited
liability company (the "Borrower"), Dex Media West Finance Co., a Delaware
corporation (collectively, the "Reaffirming Parties"), and JPMorgan Chase Bank,
N.A. (f/k/a "JPMorgan Chase Bank") ("JPMCB"), as collateral agent (in such
capacity, the "Collateral Agent") under the Existing Credit Agreement referred
to below. All capitalized terms used but not defined herein shall have the
respective meanings provided such terms in the Restated Credit Agreement
referred to below.
WHEREAS, Parent, Holdings, the Borrower, the lenders from time to time
party thereto and JPMCB, as Administrative Agent, are parties to the Credit
Agreement, dated as of September 9, 2003, as amended (the "Existing Credit
Agreement");
WHEREAS, each of the Reaffirming Parties is party to one or more of
the Loan Documents and the Affiliate Subordination Agreement;
WHEREAS, pursuant to the Agreement to Amend and Restate, dated as of
December 13, 2005 (the "Agreement to Amend and Restate"), the parties thereto
have agreed to amend and restate the Existing Credit Agreement (as amended and
restated, the "Restated Credit Agreement");
WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the effectiveness of the Restated Credit Agreement; and
WHEREAS, each Reaffirming Party expects to realize, or has realized,
substantial direct and indirect benefits as a result of the Restated Credit
Agreement becoming effective and the consummation of the transactions
contemplated thereby, including the making of the Tranche B-1 Term Loans;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
Reaffirmation
SECTION 1.01. Reaffirmation. Each of the Reaffirming Parties hereby
consents to the Restated Credit Agreement and the transactions contemplated
thereby, including the making of the Tranche B-1 Term Loans, and hereby confirms
its respective agreements, guarantees, pledges and grants of security interests,
as applicable, under each of the Loan Documents to which it is party and the
Affiliate Subordination Agreement, as applicable, and agrees that,
notwithstanding the effectiveness of the Restated Credit Agreement and the
making of the Tranche B-1 Term Loans, such agreements, guarantees, pledges and
grants of security
interests, as applicable, shall continue to be in full force and effect and
shall accrue to the benefit of the Secured Parties. Each of the Reaffirming
Parties further agrees to take any action that may be required or that is
reasonably requested by the Administrative Agent to ensure compliance by the
Borrower with Section 5.13 of the Restated Credit Agreement and hereby reaffirms
its obligations under each similar provision of each Loan Document to which it
is party and the Affiliate Subordination Agreement, as applicable.
SECTION 1.02. Amendment and Restatement. On and after the Restatement
Effective Date:
(a) Each reference, whether direct or indirect, in each Loan Document
and the Affiliate Subordination Agreement to the "Credit Agreement" shall
mean and be a reference to the Restated Credit Agreement, as such agreement
may be amended, amended and restated, modified or supplemented and in
effect from time to time;
(b) The definition of any term defined in any Loan Document or the
Affiliate Subordination Agreement by reference to the terms defined in the
"Credit Agreement" shall be amended to be defined by reference to the
defined term in the Restated Credit Agreement, as the same may be amended,
amended and restated, modified or supplemented and in effect from time to
time.
ARTICLE II
Representations and Warranties
Each Reaffirming Party hereby represents and warrants, which
representations and warranties shall survive execution and delivery of this
Agreement, as follows:
SECTION 2.01. Organization. Such Reaffirming Party is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization.
SECTION 2.02. Authority; Enforceability. Such Reaffirming Party has
the corporate power and authority to execute, deliver and carry out the terms
and provisions of this Agreement and has taken all necessary action to authorize
the execution, delivery and performance by it of this Agreement. Such
Reaffirming Party has duly executed and delivered this Agreement, and this
Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally.
SECTION 2.03. Loan Documents. The representations and warranties of
such Reaffirming Party contained in each Loan Document and the Affiliate
Subordination Agreement, as applicable, are true and correct with the same
effect as though made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties were true and correct as of such
earlier date).
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ARTICLE III
Miscellaneous
SECTION 3.01. Notices. All notices hereunder shall be given in
accordance with Section 9.01 of the Restated Credit Agreement; provided that,
for this purpose, the address of each Reaffirming Party shall be the one
specified for the Borrower under the Restated Credit Agreement.
SECTION 3.02. Loan Document. This Agreement is a Loan Document
executed pursuant to the Restated Credit Agreement and shall (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance
with the terms and provisions thereof.
SECTION 3.03. Effectiveness; Counterparts. This Agreement shall become
effective on the date when (i) copies hereof which, when taken together, bear
the signatures of each of the Reaffirming Parties and the Collateral Agent shall
have been received by the Administrative Agent (or its counsel) and (ii) the
Restated Credit Agreement has become effective in accordance with the terms of
the Agreement to Amend and Restate. This Agreement may not be amended nor may
any provision hereof be waived except pursuant to a writing signed by each of
the parties hereto. This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which when taken together
shall constitute but one contract. Delivery of an executed counterpart of a
signature page of this Agreement by facsimile or electronic transmission shall
be effective as delivery of a manually executed counterpart of this Agreement.
SECTION 3.04. No Novation. Each Reaffirming Party hereby agrees that:
(a) all of its obligations and liabilities under the Loan Documents
remain in full force and effect on a continuous basis after giving effect
to the Restated Credit Agreement;
(b) all of the Liens and security interests created and arising under
the Loan Documents remain in full force and effect on a continuous basis,
unimpaired, uninterrupted and undischarged, and having the same perfected
status and priority as existed prior to the effectiveness of the Restated
Credit Agreement, after giving effect to the Restated Credit Agreement, as
collateral security for the obligations thereunder;
(c) all of the obligations and liabilities of the Borrower under the
Existing Credit Agreement (i) are continued in full force and effect on a
continuous basis, unpaid and undischarged, pursuant to the Restated Credit
Agreement and (ii) constitute the same obligations and liabilities under
the Restated Credit Agreement.
SECTION 3.05. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
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SECTION 3.06. No Other Amendments; Confirmation. Except as expressly
set forth herein, no other amendments to any Loan Document are intended hereby
and all other provisions of the Loan Documents are and shall remain in full
force and effect.
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IN WITNESS WHEREOF, each Reaffirming Party and the Collateral Agent,
for the benefit of the Secured Parties have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
DEX MEDIA, INC.,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Secretary
DEX MEDIA WEST, INC.,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Secretary
DEX MEDIA WEST LLC,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Secretary
DEX MEDIA WEST FINANCE CO.,
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President & Secretary
JPMORGAN CHASE BANK, N.A., as Collateral
Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Signature Page to the Dex Media West Reaffirmation Agreement