0001193125-05-006038 Sample Contracts

•] Shares DEX MEDIA, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT

Underwriting Agreement • January 13th, 2005 • Dex Media Inc • Miscellaneous publishing • New York

• Contract Type
  Underwriting Agreement
• Filed
  January 13th, 2005
• Company
  Dex Media Inc
• Industry
  Miscellaneous publishing
• Jurisdiction
  New York

The stockholders listed in Schedule I hereto (each, a “Selling Stockholder” and, collectively, the “Selling Stockholders”), propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) of the common stock, par value $.01 per share, of Dex Media, Inc., a Delaware corporation (the “Company”).

Contract

Credit Agreement • January 13th, 2005 • Dex Media Inc • Miscellaneous publishing • New York

• Contract Type
  Credit Agreement
• Filed
  January 13th, 2005
• Company
  Dex Media Inc
• Industry
  Miscellaneous publishing
• Jurisdiction
  New York

THIRD AMENDMENT dated as of November 24, 2004 (this “Amendment”), to the CREDIT AGREEMENT dated as of September 9, 2003, as amended and restated as of July 27, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DEX MEDIA, INC., DEX MEDIA WEST, INC., DEX MEDIA WEST LLC (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent and collateral agent (in such capacities, the “Agent”), and J.P.MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as Joint Bookrunners and Co-Lead Arrangers.

Contract

Fourth • January 13th, 2005 • Dex Media Inc • Miscellaneous publishing • New York

• Contract Type
  Fourth
• Filed
  January 13th, 2005
• Company
  Dex Media Inc
• Industry
  Miscellaneous publishing
• Jurisdiction
  New York

FOURTH AMENDMENT dated as of November 24, 2004 (this “Amendment”), to the CREDIT AGREEMENT dated as of November 8, 2002, as amended and restated as of July 27, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DEX MEDIA, INC., DEX MEDIA EAST, INC., DEX MEDIA EAST LLC (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A. (formerly knows as JPMorgan Chase Bank), as administrative agent and collateral agent (in such capacities, the “Agent”), and J.P.MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as Joint Bookrunners and Co-Lead Arrangers.