RECITALSPurchase Agreement • February 11th, 2004 • Dex Media West LLC • New York
EXHIBIT 10.2 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 West LLC • February 11th, 2004 • New York
RECITALSEmployment Agreement • February 11th, 2004 • Dex Media West LLC • Delaware
dated as ofCredit Agreement • February 11th, 2004 • Dex Media West LLC • New York
INDENTUREDex Media West LLC • February 11th, 2004 • New York
EXHIBIT 3.6 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 11th, 2004 • Dex Media West LLC • Delaware
OFAgreement of Merger • February 11th, 2004 • Dex Media West LLC
JOINDER AGREEMENT TO THE DEX HOLDINGS, LLC EQUITYHOLDERS AGREEMENTJoinder Agreement • February 11th, 2004 • Dex Media West LLC
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").
dated as ofGuarantee and Collateral Agreement • February 11th, 2004 • Dex Media West LLC • New York
RECITALSPurchase Agreement • February 11th, 2004 • Dex Media West LLC • New York
RECITALS:Management Consulting Agreement • February 11th, 2004 • Dex Media West LLC • New York
RECITALSNon-Competition and Non-Solicitation Agreement • February 11th, 2004 • Dex Media West LLC • New York
RECITALSShared Services Agreement • February 11th, 2004 • Dex Media West LLC • Colorado
AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT OF DEX MEDIA, INC.Management Stockholders Agreement • February 11th, 2004 • Dex Media West LLC • Delaware
PUBLISHING AGREEMENT FOR OFFICIAL LISTINGS/DIRECTORIESPublishing Agreement • February 11th, 2004 • Dex Media West LLC • 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 West LLC • February 11th, 2004 • Colorado
EXHIBIT 10.8 EQUITYHOLDERS AGREEMENT OF DEX HOLDINGS LLC NOVEMBER 8, 2002Equityholders Agreement • February 11th, 2004 • Dex Media West LLC • Delaware
RECITALSIntercompany License Agreement • February 11th, 2004 • Dex Media West LLC • Colorado
EXHIBIT 4.6 EXECUTION COPY SENIOR SUBORDINATED NOTE REGISTRATION RIGHTS AGREEMENT This SENIOR SUBORDINATED NOTE REGISTRATION RIGHTS AGREEMENT dated August 29, 2003 (the "Agreement") is entered into by and among Dex Media West LLC, a Delaware limited...Note Registration Rights Agreement • February 11th, 2004 • Dex Media West LLC • New York
RECITALSEmployee Cost Sharing Agreement • February 11th, 2004 • Dex Media West LLC • Colorado
EXHIBIT 4.5 EXECUTION COPY SENIOR NOTE REGISTRATION RIGHTS AGREEMENT This SENIOR NOTE REGISTRATION RIGHTS AGREEMENT dated August 29, 2003 (the "Agreement") is entered into by and among Dex Media West LLC, a Delaware limited liability company (the...Senior Note Registration Rights Agreement • February 11th, 2004 • Dex Media West LLC • New York
RECITALSDex Media West LLC • February 11th, 2004 • Delaware
