EXHIBIT 10.5 FIRST AMENDMENT dated as of October 31, 2003 (this "Amendment") to the Credit Agreement dated as of September 9, 2003, (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among DEX MEDIA, INC., DEX...Dex Media Inc • April 14th, 2004 • New York
RECITALSPurchase Agreement • April 14th, 2004 • Dex Media Inc • New York
RECITALSEmployment Agreement • April 14th, 2004 • Dex Media Inc • Delaware
dated as ofCredit Agreement • April 14th, 2004 • Dex Media Inc • New York
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • April 14th, 2004 • Dex Media Inc • New York
INDENTUREDex Media Inc • April 14th, 2004 • New York
EXHIBIT 4.17Registration Rights Agreement • April 14th, 2004 • Dex Media Inc • New York
FORDex Media Inc • April 14th, 2004 • Colorado
JOINDER AGREEMENT TO THE DEX HOLDINGS, LLC EQUITYHOLDERS AGREEMENTJoinder Agreement • April 14th, 2004 • Dex Media Inc
By execution of this signature page and effective as of April 30, 2003, each of GS Private Equity Partners II - Direct Investment Fund, L.P., GS Private Equity Partners 1999 - Direct Investment Fund, L.P. and GS Private Equity Partners 2000 - Direct Investment Fund, L.P. (collectively, the "GS Entities") hereby agrees to become a party to and an Equityholder under, be bound by the obligations of, receive the benefits of and be treated as a WCAS Holder for all purposes under that certain Equityholders Agreement, dated as of November 8, 2002, by and among Dex Holdings, LLC, a Delaware limited liability company, Carlyle Partners III, L.P., CP III Coinvestment, L.P., Carlyle High Yield Partners, L.P., Carlyle-Dex Partners L.P., Carlyle-Dex Partners II L.P., Welsh, Carson, Anderson & Stowe IX, L.P., WD GP Associates LLC, WD Investors LLC and A.S.F. Co-Investment Partners, L.P., as amended from time to time thereafter (the "Equityholders Agreement").
EXHIBIT 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • April 14th, 2004 • Dex Media Inc • New York
FIRST AMENDMENT TO THE AGREEMENT AMONG MEMBERS (DEX HOLDINGS LLC)The Agreement • April 14th, 2004 • Dex Media Inc
INDENTURESupplemental Indenture • April 14th, 2004 • Dex Media Inc • New York
RECITALSPurchase Agreement • April 14th, 2004 • Dex Media Inc • New York
Notice The information contained herein should not be disclosed to unauthorized persons. It is meant for use by authorized representatives of Qwest and Customer only.Dex Media Inc • April 14th, 2004 • Colorado
RECITALS:Management Consulting Agreement • April 14th, 2004 • Dex Media Inc • New York
RECITALSNon-Competition and Non-Solicitation Agreement • April 14th, 2004 • Dex Media Inc • New York
RECITALSShared Services Agreement • April 14th, 2004 • Dex Media Inc • Colorado
AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT OF DEX MEDIA, INC.Management Stockholders Agreement • April 14th, 2004 • Dex Media Inc • Delaware
PUBLISHING AGREEMENT FOR OFFICIAL LISTINGS/DIRECTORIESPublishing Agreement • April 14th, 2004 • Dex Media Inc • New York
EXHIBIT 10.15 EQUITYHOLDERS AGREEMENT OF DEX HOLDINGS LLC NOVEMBER 8, 2002Equityholders Agreement • April 14th, 2004 • Dex Media Inc • Delaware
RECITALSIntercompany License Agreement • April 14th, 2004 • Dex Media Inc • Colorado
EXHIBIT 4.15 NOTE REGISTRATION RIGHTS AGREEMENT This NOTE REGISTRATION RIGHTS AGREEMENT dated November 10, 2003 (the "Agreement") is entered into by and among Dex Media, Inc., a Delaware corporation (the "Company") and J.P. Morgan Securities Inc.,...Note Registration Rights Agreement • April 14th, 2004 • Dex Media Inc • New York
RECITALSEmployee Cost Sharing Agreement • April 14th, 2004 • Dex Media Inc • Colorado
East Realization Event" means any of the following events occurring at any time after the Effective Date: (i) the receipt by the Parent of any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity...Execution Copy • April 14th, 2004 • Dex Media Inc • New York
Exhibit 10.3 AGREEMENT dated as of November 8, 2002 (this "Agreement"), between DEX MEDIA, INC., a Delaware corporation ("Parent"), and JPMORGAN CHASE BANK, in its capacity as administrative agent (the "Administrative Agent") under the Credit...Agreement • April 14th, 2004 • Dex Media Inc • New York
RECITALSDex Media Inc • April 14th, 2004 • Delaware
EXHIBIT 4.16 DISCOUNT NOTE REGISTRATION RIGHTS AGREEMENT This DISCOUNT NOTE REGISTRATION RIGHTS AGREEMENT dated November 10, 2003 (the "Agreement") is entered into by and among Dex Media, Inc., a Delaware corporation (the "Company") and J.P. Morgan...Discount Note Registration Rights Agreement • April 14th, 2004 • Dex Media Inc • New York
