Contract

 

Exhibit10.2
EXECUTION COPY
          REAFFIRMATION AGREEMENT, dated as of April 24, 2006 (as amended, supplemented or otherwisemodified from time to time, this “Reaffirmation”), among Dex Media, Inc., a Delawarecorporation (“Parent”), Dex Media West, Inc., a Delaware corporation (“Holdings”),Dex Media West LLC, a Delaware limited liability company (the “Borrower”), Dex Media WestFinance Co., a Delaware corporation (collectively, the “Reaffirming Parties”), and JPMorganChase Bank, N.A., as collateral agent (in such capacity, the “Collateral Agent”) under theExisting Credit Agreement referred to below. All capitalized terms used but not defined hereinshall have the respective meanings provided such terms in the Amended Credit Agreement referred tobelow.
          WHEREAS, Parent, Holdings, the Borrower, the lenders from time to time party thereto andJPMorgan Chase Bank, N.A., as Administrative Agent, are parties to the Credit Agreement, dated asof September 9, 2003, as amended and restated as of January 31, 2006 (as amended, supplemented orotherwise modified from time to time, the “Existing Credit Agreement”);
          WHEREAS, each of the Reaffirming Parties is party to one or more of the Loan Documents and theAffiliate Subordination Agreement;
          WHEREAS, pursuant to the First Amendment, dated as of April 24, 2006 (the “FirstAmendment”), the parties thereto have agreed to amend the Existing Credit Agreement (asamended, the “Amended Credit Agreement”);
          WHEREAS, the execution and delivery of this Reaffirmation is a condition precedent to theeffectiveness of the First Amendment; and
          WHEREAS, each Reaffirming Party expects to realize, or has realized, substantial direct andindirect benefits as a result of the First Amendment becoming effective and the consummation of thetransactions contemplated thereby, including the making of the Tranche B-2 Term Loans;
          NOW, THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:
ARTICLE I
Reaffirmation
          SECTION 1.01.   Reaffirmation. Each of the Reaffirming Parties hereby consents to theFirst Amendment and the transactions contemplated thereby, including the making of the Tranche B-2Term Loans, and hereby confirms its respective agreements, guarantees, pledges and grants ofsecurity interests, as applicable, under each of the Loan Documents to which it is party and theAffiliate Subordination Agreement, as applicable, and agrees that, notwithstanding the effectiveness ofthe First Amendment and the making of the Tranche B-2 Term Loans, such

 


 

agreements, guarantees,pledges and grants of security interests, as applicable, shall continue to be in full force andeffect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Partiesfurther agrees to take any action that may be required or that is reasonably requested by theAdministrative Agent to ensure compliance by the Borrower with Section 5.13 of the Amended CreditAgreement and hereby reaffirms its obligations under each similar provision of each Loan Documentto which it is party and the Affiliate Subordination Agreement, as applicable.
          SECTION 1.02.   Amendment and Restatement. On and after the Restatement EffectiveDate:
     (a)   Each reference, whether direct or indirect, in each Loan Document and theAffiliate Subordination Agreement to the “Credit Agreement” shall mean and be a reference tothe Amended Credit Agreement, as the same may be amended, amended and restated, modified orsupplemented and in effect from time to time;
     (b)   The definition of any term defined in any Loan Document or the AffiliateSubordination Agreement by reference to the terms defined in the “Credit Agreement” shall beamended to be defined by reference to the defined term in the Amended Credit Agreement, asthe same may be amended, amended and restated, modified or supplemented and in effect fromtime to time.
ARTICLE II
Representations and Warranties
          Each Reaffirming Party hereby represents and warrants, which representations and warrantiesshall survive execution and delivery of this Reaffirmation, as follows:
          SECTION 2.01.   Organization. Such Reaffirming Party is duly organized, validlyexisting and in good standing under the laws of the jurisdiction of its organization.
          SECTION 2.02.   Authority; Enforceability. Such Reaffirming Party has the corporatepower and authority to execute, deliver and carry out the terms and provisions of thisReaffirmation and has taken all necessary action to authorize the execution, delivery andperformance by it of this Reaffirmation. Such Reaffirming Party has duly executed and deliveredthis Reaffirmation, and this Reaffirmation constitutes its legal, valid and binding obligation,enforceable against it in accordance with its terms, except as such enforceability may be limitedby applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting theenforcement of creditors’ rights generally.
          SECTION 2.03.   Loan Documents . The representations and warranties of such Reaffirming Party contained in each LoanDocument and the Affiliate Subordination Agreement, as applicable, are true and correct in allmaterial respects with the same effect as though made on the date hereof, except to the extent thatsuch representations and warranties expressly relate to an earlier date (in which case suchrepresentations and warranties were true and correct in all material respects as of such earlierdate).

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ARTICLE III
Miscellaneous
          SECTION 3.01.   Notices. All notices hereunder shall be given in accordance withSection 9.01 of the Amended Credit Agreement; provided that, for this purpose, the addressof each Reaffirming Party shall be the one specified for the Borrower under the Amended CreditAgreement.
          SECTION 3.02.   Loan Document. This Reaffirmation is a Loan Document executedpursuant to the Amended Credit Agreement and shall (unless otherwise expressly indicated herein) beconstrued, administered and applied in accordance with the terms and provisions thereof.
          SECTION 3.03.   Effectiveness; Counterparts. This Reaffirmation shall becomeeffective on the date when (i) copies hereof which, when taken together, bear the signatures ofeach of the Reaffirming Parties and the Collateral Agent have been received by the AdministrativeAgent (or its counsel) and (ii) the First Amendment has become effective in accordance with itsterms. This Reaffirmation may not be amended nor may any provision hereof be waived exceptpursuant to a writing signed by each of the parties hereto. This Reaffirmation may be executed intwo or more counterparts, each of which shall constitute an original but all of which when takentogether shall constitute but one contract. Delivery of an executed counterpart of a signaturepage of this Reaffirmation by facsimile or electronic transmission shall be effective as deliveryof a manually executed counterpart of this Reaffirmation.
          SECTION 3.04.   No Novation. Each Reaffirming Party hereby agrees that:
     (a)   all of its obligations and liabilities under the Loan Documents remain in fullforce and effect on a continuous basis after giving effect to the First Amendment;
     (b)   all of the Liens and security interests created and arising under the LoanDocuments remain in full force and effect on a continuous basis, unimpaired, uninterruptedand undischarged, and having the same perfected status and priority as existed prior to theeffectiveness of the First Amendment, after giving effect to the First Amendment, ascollateral security for the obligations thereunder;
     (c)   all of the obligations and liabilities of the Borrower under the Existing CreditAgreement (i) are continued in full force and effect on a continuous basis, unpaid andundischarged (except to the extent expressly provided in the First Amendment), pursuant tothe Amended Credit Agreement and (ii) constitute the same obligations and liabilities underthe Amended Credit Agreement (except to the extent expressly provided in the FirstAmendment).
          SECTION 3.05.   GOVERNING LAW. THIS REAFFIRMATION AND THE RIGHTS AND OBLIGATIONS OFTHE PARTIES HERETO SHALL BE

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CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OFNEW YORK.
          SECTION 3.06.   No Other Amendments; Confirmation. Except as expressly set forthherein, no other amendments to any Loan Document are intended hereby and all other provisions ofthe Loan Documents are and shall remain in full force and effect.

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          IN WITNESS WHEREOF, the undersigned have caused this Reaffirmation to be executed anddelivered by a duly authorized officer on the date first above written.
             
 
           
    DEX MEDIA, INC.    
 
           
 
  By:   /s/ Robert J. Bush    
 
           
 
      Name: Robert J. Bush    
 
      Title: Vice President and Secretary    
 
           
    DEX MEDIA WEST, INC.    
 
           
 
  By:   /s/ Robert J. Bush    
 
           
 
      Name: Robert J. Bush    
 
      Title: Vice President and Secretary    
 
           
    DEX MEDIA WEST LLC    
 
           
 
  By:   /s/ Robert J. Bush    
 
           
 
      Name: Robert J. Bush    
 
      Title: Vice President and Secretary    
 
           
    DEX MEDIA WEST FINANCE CO.    
 
           
 
  By:   /s/ Robert J. Bush    
 
           
 
      Name: Robert J. Bush    
 
      Title: Vice President and Secretary    
 
           
    JPMORGAN CHASE BANK,N.A., as Collateral Agent    
 
           
 
  By:   /s/ Peter B. Thauer    
 
           
 
      Name: Peter B. Thauer    
 
      Title: Vice President    

 

SignaturePage to Reaffirmation Agreement