AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among DEX ONE CORPORATION, NEWDEX, INC., SPRUCE ACQUISITION SUB, INC. and SUPERMEDIA INC.Merger Agreement • December 6th, 2012 • Supermedia Inc. • Miscellaneous publishing • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of December 5, 2012 (this “Agreement”), by and among DEX ONE CORPORATION, a Delaware corporation (“Dex”), NEWDEX, INC., a Delaware corporation and a direct, wholly owned subsidiary of Dex (“Newco”), SPRUCE ACQUISITION SUB, INC., a Delaware corporation and a direct, wholly owned subsidiary of Newco (“Merger Sub” and together with Newco, “Merger Subs”), and SUPERMEDIA INC., a Delaware corporation (“SuperMedia”). Dex, Newco, Merger Sub and SuperMedia are sometimes referred to collectively as the “Parties” and individually as a “Party.”
SUPPORT AND LIMITED WAIVER AGREEMENTSupport and Limited Waiver Agreement • December 6th, 2012 • Supermedia Inc. • Miscellaneous publishing • New York
This SUPPORT AND LIMITED WAIVER AGREEMENT (together with all Exhibits, Annexes and Schedules hereto, in each case as amended, supplemented or otherwise modified from time to time, this “Support Agreement”) is dated as of December 5, 2012 by and among: (i) the Consenting Lenders (as defined below), (ii) SuperMedia Inc. (“SuperMedia”) and certain subsidiaries of SuperMedia set forth on Schedule 1 attached hereto (collectively, the “SuperMedia Parties”), and (iii) JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent under the Credit Agreement (as defined below) (each of the parties set forth in clauses (i) through (iii) above, a “Party”; collectively, the “Parties”).
