SUPPORT AND LIMITED WAIVER AGREEMENTCredit Agreement • December 6th, 2012 • DEX ONE Corp • Services-advertising • 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) Dex One Corporation (“Dex”), Dex Media, Inc. (“Dex Media”), R.H. Donnelley Inc. (“RHD”), Dex Media East, Inc. (“Dex East”), Dex Media West, Inc. (“Dex West”) and certain other subsidiaries of Dex set forth on Schedule 1 attached hereto (collectively, the “Dex Parties”), (iii) JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent under the Dex East Credit Agreement and the Dex West Credit Agreement (each as defined below) and (iv) Deutsche Bank Trust Company Americas (“DBTCA”), as administrative agent under the RHD Credit Agreement (as defined below) (each of the parties set forth in clauses (i) through (iv) above, a “Party”; collectively, the “Parties”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among DEX ONE CORPORATION, NEWDEX, INC., SPRUCE ACQUISITION SUB, INC. and SUPERMEDIA INC. DATED AS OF DECEMBER 5, 2012Merger Agreement • December 6th, 2012 • DEX ONE Corp • Services-advertising • 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.”
