First Amendment

 

Exhibit10.1
EXECUTION COPY
FIRST AMENDMENT
          FIRST AMENDMENT, dated as of April 24, 2006 (this “Amendment”), to the Second Amendedand Restated Credit Agreement, dated as of December 13, 2005 (as amended, supplemented or otherwisemodified from time to time, the “Credit Agreement”), among R.H. Donnelley Corporation(“Holdings”), R.H. Donnelley Inc. (the “Borrower”), the several banks and otherfinancial institutions or entities from time to time parties thereto (the “Lenders”),Deutsche Bank Trust Company Americas, as administrative agent (in such capacity, the“Administrative Agent”) and the other agents parties thereto. Capitalized terms used butnot defined herein shall have the meanings assigned to such terms in the Credit Agreement.
W I T N E S S E T H:
          WHEREAS, the Borrower and Holdings have requested that the Lenders amend the Credit Agreementto provide for (i) a new tranche of term loans in an aggregate principal amount of $323,426,647.62(the “Tranche A-4 Term Loans”), the proceeds of which will be utilized, together with theproceeds of the Tranche D-2 Term Loans, to refinance the currently outstanding Tranche A-2 TermLoans and Tranche A-3 Term Loans and which, except as amended hereby, will have the same terms asthe Tranche A-2 Term Loans, (ii) a new tranche of term loans in an aggregate principal amount of$1,422,032,204.12 (the “Tranche D-2 Term Loans” and, together with the Tranche A-4 TermLoans, the “New Term Loans”), the proceeds of which will be utilized, together with theproceeds of the Tranche A-4 Term Loans, to refinance the currently outstanding Tranche D Term Loansand which, except as amended hereby, will have the same terms as the Tranche D-1 Term Loans, (iii)the establishment of new commitments (the “New Revolving Commitments”) to make RevolvingLoans, and to acquire participations in Letters of Credit and Swingline Loans under the CreditAgreement, which will replace all existing Revolving Commitments and which, except as amendedhereby, will have the same terms as the existing Revolving Commitments (and with any outstandingLetters of Credit and Swingline Loans under the Revolving Commitments to be deemed outstandingunder the New Revolving Commitments upon the effectiveness thereof) and (iv) new revolving loansthereunder (the “New Revolving Loans” and, together with the New Term Loans, the “NewLoans”), the proceeds of which will be utilized to refinance the currently outstandingRevolving Loans and which, except as amended hereby, will have the same terms as the currentlyoutstanding Revolving Loans;
          WHEREAS, the Borrower and Holdings have also requested that the Lenders agree to effectcertain other modifications to the Credit Agreement as described herein;
          WHEREAS, each existing Tranche A-2 Term Lender (an “Existing Tranche A-2 Term Lender”)and each existing Tranche A-3 Term Lender (an “Existing Tranche A-3 Term Lender”) thatexecutes and delivers this Amendment specifically in the capacity of a renewing term lender (a“Renewing Tranche A Term Lender”) will be deemed (a) to have agreed to the terms of thisAmendment, (b) upon the First Amendment Effective Date (as defined below), to have made acommitment to make Tranche A-4 Term Loans in an aggregate principal amount up to, but not in excessof, the sum of (i) its Tranche A-2 Term Percentage (if any) of $235,836,066.25 and (ii) its TrancheA-3 Term Percentage (if any) of $87,590,581.37, as applicable (as to each such Renewing Tranche ATerm Lender, the “Maximum Tranche A

 


 

Rolled Amount”), and (c) upon the First AmendmentEffective Date, to have made Tranche A-4 Term Loans in such amount (not in excess of its MaximumTranche A Rolled Amount) as is determined by the Borrower and J.P. Morgan Securities Inc., as solelead arranger and bookrunner for this Amendment (in such capacity, the “Lead Arranger”),and notified to such Renewing Tranche A Term Lender on or prior to the First Amendment EffectiveDate by exchanging Tranche A-2 Term Loans and/or Tranche A-3 Term Loans, as applicable, in suchamount for Tranche A-4 Term Loans in an equal principal amount;
          WHEREAS, each existing Tranche D Term Lender (an “Existing Tranche D Term Lender”)that executes and delivers this Amendment specifically in the capacity of a renewing term D lender(a “Renewing Tranche D-2 Term Lender” and, together with the Renewing Tranche A TermLenders, the “Renewing Term Lenders”) will be deemed (a) to have agreed to the terms ofthis Amendment, (b) upon the First Amendment Effective Date, to have made a commitment to makeTranche D-2 Term Loans in an aggregate principal amount up to, but not in excess of, its Tranche DTerm Percentage of $1,422,032,204.12 (as to each such Renewing Tranche D-2 Term Lender, the“Maximum Tranche D-2 Rolled Amount”), and (c) upon the First Amendment Effective Date, tohave made Tranche D-2 Term Loans in such amount (not in excess of its Maximum Tranche D-2 RolledAmount) as is determined by the Borrower and the Lead Arranger and notified to such RenewingTranche D-2 Term Lender on or prior to the First Amendment Effective Date by exchanging Tranche DTerm Loans in such amount for Tranche D-2 Term Loans in an equal principal amount;
          WHEREAS, each existing Revolving Lender (an “Existing Revolving Lender”) that executesand delivers this Amendment specifically in the capacity of a renewing revolving lender (a“Renewing Revolving Lender” and, together with the Renewing Term Lenders, the “RenewingLenders”) will be deemed (a) to have agreed to the terms of this Amendment, (b) upon the FirstAmendment Effective Date, to have made a commitment to provide New Revolving Commitments in anaggregate amount up to, but not in excess of, its Revolving Percentage of $175,000,000.00 (as toeach such Renewing Revolving Lender, the “Maximum Revolving Commitment Rolled Amount”) and(c) upon the First Amendment Effective Date, to have provided New Revolving Commitments in suchamount (not in excess of its Maximum Revolving Commitment Rolled Amount) as is determined by theBorrower and the Lead Arranger and notified to such Renewing Revolving Lender on or prior to theFirst Amendment Effective Date by exchanging existing Revolving Commitments in such amount for NewRevolving Commitments in equal amounts (it being understood that New Revolving Loans will be madeunder the New Revolving Commitments in an aggregate amount sufficient to repay the then outstandingRevolving Loans under the Revolving Commitments);
          WHEREAS, each Person that executes and delivers this Amendment in the capacity of anadditional tranche A term lender (an “Additional Tranche A Term Lender” (which term willinclude any Existing Tranche A-2 Term Lender or Existing Tranche A-3 Term Lender undertaking acommitment in respect of Tranche A-4 Term Loans in excess of its Maximum Tranche A Rolled Amount,to the extent of such excess)) or in the capacity of an additional tranche D-2 term lender (an“Additional Tranche D-2 Term Lender” (which term will include any Existing Tranche D TermLender undertaking a commitment in respect of Tranche D-2 Term Loans in excess of its MaximumTranche D-2 Rolled Amount, to the extent of such excess) and,

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together with the Additional TrancheA Term Lenders, the “Additional Term Lenders”) will make Tranche A-4 Term Loans or TrancheD-2 Term Loans, as the case may be (the “Additional Term Loans”), on the First AmendmentEffective Date, the proceeds of which will be used to repay the principal amount of outstandingTranche A-2 Term Loans, Tranche A-3 Term Loans and Tranche D Term Loans, as applicable;
          WHEREAS, each Person that executes and delivers this Amendment in the capacity of anadditional revolving lender (an “Additional Revolving Lender” (which term will include anyExisting Revolving Lender undertaking commitments in respect of New Revolving Commitments in excessof its Maximum Revolving Commitment Rolled Amount, to the extent of such excess) and, together withthe Additional Term Lenders, the “Additional Lenders”) will provide New RevolvingCommitments (“Additional Revolving Commitments) on the First Amendment Effective Date, withthe proceeds of New Revolving Loans (the “Additional Revolving Loans” and, together withthe Additional Term Loans, the “Additional Loans”) to be used to repay the principal amountof outstanding Revolving Loans;
          WHEREAS, each Person that executes and delivers this Amendment in the capacity of a consentinglender (a “Consenting Lender”) will be deemed to have agreed to the terms of thisAmendment;
          WHEREAS, the Lenders are willing, subject to the terms and conditions set forth herein, to soamend the Credit Agreement; and
          WHEREAS, the Renewing Lenders and the Additional Lenders (collectively, the “NewLenders”) are severally willing to make or provide the New Loans and/or New RevolvingCommitments, as the case may be, as contemplated hereby, in each case, subject to the terms andconditions set forth herein.
          NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth,the parties hereto agree as follows:
          SECTION 1. Definitions. Unless otherwise defined herein, terms defined in the CreditAgreement and used herein shall have the meanings given to them in the Credit Agreement.
          SECTION 2. Supplement to the Credit Agreement.
          2.1. Subject to the terms and conditions set forth herein, (i) each Renewing Term Lenderagrees to make Tranche A-4 Term Loans or Tranche D-2 Term Loans, as the case may be, to theBorrower on the First Amendment Effective Date in such amount (not in excess of its Maximum TrancheA Rolled Amount or Maximum Tranche D-2 Rolled Amount, as applicable) as is determined by theBorrower and the Lead Arranger and notified to such Lender on or prior to the First AmendmentEffective Date by exchanging its (x) Tranche A-2 Term Loans and/or Tranche A-3 Term Loans, as thecase may be, in such amount for Tranche A-4 Term Loans in an equal principal amount and/or (y)Tranche D Term Loans in such amount for Tranche D-2 Term Loans in an equal principal amount, (ii)each Additional Term Lender agrees to make Tranche A-4 Term Loans and/or Tranche D-2 Term Loans, asthe case may be, to the Borrower on the

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First Amendment Effective Date in a principal amount equalto such Additional Term Lender’s Tranche A-4 Term Loan Commitment or Tranche D-2 Term LoanCommitment, as applicable, (iii) each Renewing Revolving Lender agrees to provide New RevolvingCommitments to the Borrower on the First Amendment Effective Date in such amount (not in excess ofits Maximum Revolving Commitment Rolled Amount or Maximum Revolving Loan Rolled Amount, asapplicable) as is determined by the Lead Arranger and notified to such Lender on or prior to theFirst Amendment Effective Date by exchanging its Revolving Commitments in such amount for NewRevolving Commitments in equal amount and (iv) each Additional Revolving Lender agrees to provideNew Revolving Commitments to the Borrower on the First Amendment Effective Date in an amount equalto its Additional Revolving Commitment Amount (all Letters of Credit and Swingline Loansoutstanding under the Revolving Commitments as of the First Amendment Effective Date shall cease tobe outstanding thereunder and shall be deemed to be outstanding under the New Revolving Commitmentsas of such First Amendment Effective Date). For purposes hereof and of the Credit Agreement, aPerson shall become an Additional Lender by executing and delivering a signature page to thisAmendment pursuant to which such Person (i) commits to make or provide Additional Loans and/orAdditional Revolving Commitments on the First Amendment Effective Date in the amounts set forth onsuch signature page and (ii) agrees to become party to the Credit Agreement as a Tranche A-4 TermLender, Tranche D-2 Term Lender and/or Revolving Lender, as the case may be, and to be bound by theterms and provisions thereof. The “Tranche A-4 Term Loan Commitment”, “Tranche D-2 Term LoanCommitment”, or “Additional Revolving Commitment Amount”, as the case may be, of such AdditionalLender shall be the amount set forth on its signature page to this Amendment or such lesser amountas is allocated to it by the Borrower and the Lead Arranger by notice to such Lender prior to theFirst Amendment Effective Date. The Tranche A-4 Term Loan Commitments, Tranche D-2 Term LoanCommitments and Additional Revolving Commitment Amounts of the New Lenders are several and no NewLender shall be responsible for any other New Lender’s failure to make New Loans or provide NewRevolving Commitments. The amount of each Renewing Lender’s Tranche A-4 Term Loan, Tranche D-2 TermLoan and/or New Revolving Commitments, as applicable, and the amount of each Additional Lender’sTranche A-4 Term Loan Commitment, Tranche D-2 Term Loan Commitment and/or Additional RevolvingCommitment Amount, as applicable, shall be recorded by the Administrative Agent on its books on theFirst Amendment Effective Date and notified to the applicable New Lender.
          2.2. All Tranche D-2 Term Loans and New Revolving Loans to be made on the First AmendmentEffective Date which are Eurodollar Loans shall have initial Interest Periods ending on the samedates as the Interest Periods applicable to the existing Tranche D Term Loans and Revolving Loans,as applicable, being refinanced, and the Eurodollar Rates applicable to such New Loans during suchinitial Interest Periods shall be the same as those applicable to the existing Tranche D Term Loansand Revolving Loans, as applicable, being refinanced. For purposes of the foregoing, such InterestPeriods shall be assigned to the Additional Loans of each Additional Tranche D-2 Term Lender andAdditional Revolving Lender in the same proportion that such Interest Periods applied to theexisting Tranche D Term Loans and Revolving Loans, as applicable, on the Amendment First AmendmentEffective Date. On the First Amendment Effecitve Date all existing Tranche A-2 Term Loans andTranche A-3 Term Loans which are Eurodollar Loans shall be deemed to be repaid. Notwithstandinganything to the contrary in the Credit Agreement, with the approval of the Administrative Agent theBorrower shall be

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permitted to designate the length of the initial Interest Period to be applicableto the Tranche A-4 Term Loans to be made on the First Amendment Effective Date which are EurodollarLoans. The Borrower shall not be required to make any payments to any Renewing Lender pursuant toSection 4.11 of the Credit Agreement in connection herewith, irrespective of whether such RenewingLender is a Renewing Tranche A Term Lender, Renewing Tranche D-2 Term Lender or Renewing RevolvingLender.
          2.3. On the First Amendment Effective Date, the Borrower shall apply the proceeds of theAdditional Loans to prepay in full all Tranche A-2 Term Loans, Tranche A-3 Term Loans, Tranche DTerm Loans and Revolving Loans (after giving effect to New Loans made by Renewing Lenders to repaytheir Tranche A-2 Term Loans, Tranche A-3 Term Loans, Tranche D Term Loans and/or Revolving Loans).On the First Amendment Effective Date, the Borrower shall also pay (i) to each Tranche A-2 TermLender all accrued and unpaid interest on all Tranche A-2 Term Loans, (ii) to each Tranche A-3 TermLender all accrued and unpaid interest on all Tranche A-3 Term Loans, (iii) to each Tranche D TermLender all accrued and unpaid interest on all Tranche D Term Loans, (iv) to each Revolving Lenderall accrued and unpaid interest on all Revolving Loans, as well as all accrued and unpaidcommitment fees and fees in respect of Letters of Credit payable to such Revolving Lender, (v) tothe Swingline Lender, all accrued and unpaid interest on all Swingline Loans and (vi) to theIssuing Lender, all accrued and unpaid fronting fees in respect of outstanding Letters of Credit.
          2.4. On and after the First Amendment Effective Date,
     (i) each reference (singular and plural) contained in the following definitions andSections to “Tranche A-2 Term Loans”, “Tranche A-2 Term Percentage” and “Tranche A-2 TermFacility” shall be deemed a reference to “Tranche A-4 Term Loans”, “Tranche A-4 TermPercentage” and “Tranche A-4 Term Facility”, respectively: “Interest Period”, Section 4.1,Section 4.2, Section 4.8 and Section 11.18 (and with any reference therein to “Tranche A-3Term Loans”, “Tranche A-3 Term Percentage” and “Tranche A-3 Term Facility” being deleted);
     (ii) each reference (singular and plural) contained in the following definitions andSections to “Tranche D-1 Term Lenders”, “Tranche D Term Loans”, “Tranche D Term Percentage”and “Tranche D Maturity Date” shall be deemed a reference to “Tranche D-2 Term Lenders”,“Tranche D-2 Term Loans”, “Tranche D-2 Term Percentage” and “Tranche D-2 Maturity Date”,respectively: “Interest Period”, “Non-Cash Pay Holdings Debt”, “Non-Cash Pay PreferredStock”, “Permitted Holdings Debt”, Section 4.1, Section 4.2, Section 4.8, Section 4.16,Section 11.1 and Section 11.18; and
     (iii) each reference (singular and plural) in the Credit Agreement to “RevolvingCommitment” and “Revolving Loans” shall be deemed a reference to “New Revolving Commitment”and “New Revolving Loans”, respectively.
          Notwithstanding the foregoing, the provisions of the Credit Agreement with respect toindemnification, reimbursement of costs and expenses, increased costs and break funding paymentsshall continue in full force and effect with respect to, and for the benefit of, each Lender thatwas a Tranche A-2 Term Lender, Tranche A-3 Term Lender, Tranche D Term

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Lender or Revolving Lenderprior to the First Amendment Effective Date in respect of such Lender’s Loans and commitments underthe Credit Agreement prior to the First Amendment Effective Date.
          SECTION 3. Amendment of the Credit Agreement. The Credit Agreement is hereby amended,effective as of the First Amendment Effective Date, as follows:
          3.1. Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amendedas follows:
     (a) by inserting the following new definitions in appropriate alphabetical order:
     “First Amendment”: the First Amendment to this Agreement, dated as ofApril 24, 2006.
     “First Amendment Effective Date”: the date on which the conditionsprecedent set forth in Section 5 of the First Amendment shall have been satisfied.
     “New Revolving Commitment”: as defined in the First Amendment.
     “New Revolving Loan”: as defined in the First Amendment.
     “Tranche A-4 Term Lender”: each Lender that holds a Tranche A-4 TermLoan.
     “Tranche A-4 Term Loan”: as defined in the First Amendment.
     “Tranche A-4 Term Percentage”: as to any Tranche A-4 Term Lender atany time, the percentage which the aggregate principal amount of such Lender’sTranche A-4 Term Loans then outstanding constitutes of the aggregate principalamount of all the Tranche A-4 Term Loans then outstanding.
     “Tranche D-2 Maturity Date”: June 30, 2011.
     “Tranche D-2 Term Lender”: each Lender that holds a Tranche D-2 TermLoan.
     “Tranche D-2 Term Loan”: as defined in the First Amendment.
     “Tranche D-2 Term Percentage”: as to any Tranche D-2 Lender at anytime, the percentage which the aggregate principal amount of such Lender’s TrancheD-2 Term Loans then outstanding constitutes of the aggregate principal amount of allthe Tranche D-2 Term Loans then outstanding.
     (b) by amending and restating the definition of Applicable Margin to read in itsentirety as follows:

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     “Applicable Margin”: for each Type of Loan, the rate per annum setforth below:
                 
    Eurodollar Loans     Base Rate Loans  
New Revolving Loans and SwinglineLoans
    1.25 %     0.25 %
Tranche A-4 Term Loans
    1.25 %     0.25 %
Tranche D-1 Term Loans and TrancheD-2 Term Loans
    1.50 %     0.50 %
     provided that if at any time the Applicable Margin with respect to anyoutstanding Tranche C Term Loans is more than 0.50% greater than the ApplicableMargin with respect to Tranche D-1 Term Loans and Tranche D-2 Term Loans, theApplicable Margin with respect to Tranche D-1 Term Loans and Tranche D-2 Term Loansshall be increased such that the Applicable Margin with respect to such Tranche D-1Term Loans and Tranche D-2 Term Loans is equal to the margins applicable to eachType of Tranche C Term Loan minus 0.50% and solely for the purpose of determiningany adjustment to the Applicable Margin with respect to Tranche D-1 Term Loans andTranche D-2 Term Loans required by this proviso, the Applicable Margin with respectto Tranche C Term Loans shall reflect any original issue discount (“OID”)applicable to the Tranche C Term Loans (with OID being equated to Applicable Marginbased on an assumed four-year life to maturity).
     (c) by deleting the definition of Facility in its entirety and substituting in lieuthereof the following new definition:
     “Facility”: each of (a) the Tranche A-4 Term Loans (the “TrancheA-4 Term Facility”), (b) the Tranche D-1 Term Loans and the Tranche D-2 TermLoans (the “Tranche D Term Facility”) and (c) the New Revolving Commitmentsand the extensions of credit made thereunder (the “Revolving Facility”).
     (d) by amending the definition of Interest Period by (x) deleting the word “and” afterparagraph (iii) of the proviso thereto, (y) replacing the period after paragraph (iv) ofsuch proviso with a semicolon followed by the word “and” and (z) adding the following newparagraph (v) to such proviso:
     “(v) the Borrower may select, in connection with any scheduled amortization ofthe Loans and with the approval of the Administrative Agent granted in itsdiscretion and on terms to be specified by it (including the length of the InterestPeriod to be used to determine the Eurodollar Base Rate with respect thereto whichmay be different than the number of days actually comprising such Interest Period),Interest Periods of a duration not specified above but so approved by theAdministrative Agent.”

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     (e) by deleting the definition of Revolving Commitment Period in its entirety andsubstituting in lieu thereof the following new definition:
     “Revolving Commitment Period”: the period from and including the FirstAmendment Effective Date to the Revolving Termination Date.
     (f) by deleting the definition of Term Lenders in its entirety and substituting inlieu thereof the following new definition:
     “Term Lenders”: the collective reference to the Tranche A-4 TermLenders, the Tranche D-1 Term Lenders and the Tranche D-2 Term Lenders.
     (g) by deleting the definition of Term Loans in its entirety and substituting in lieuthereof the following new definition:
     “Term Loans”: the collective reference to the Tranche A-4 Term Loans,the Tranche D-1 Term Loans and the Tranche D-2 Term Loans.
          3.2. Amendment to Section 2.4. Section 2.4 of the Credit Agreement is hereby amendedby deleting paragraphs (a), (b) and (c) in their entirety and substituting in lieu thereof thefollowing:
     “(a) The Tranche A-4 Term Loans of each Tranche A-4 Term Lender shall maturein 15 consecutive quarterly installments, commencing on June 30, 2006. The Borrowershall repay the Tranche A-4 Term Loans on each date set forth below in an amountequal to the percentage of the aggregate principal amount of Tranche A-4 Term Loansmade on the First Amendment Effective Date set forth opposite such date:
         
    Percentage of Principal
Installment   Amount
June 30, 2006
    5.20903 %
September 30, 2006
    5.20903 %
December 31, 2006
    5.20903 %
March 31, 2007
    5.20903 %
June 30, 2007
    5.20903 %
September 30, 2007
    5.20903 %
December 31, 2007
    5.20903 %
March 31, 2008
    5.20903 %
June 30, 2008
    5.20903 %
September 30, 2008
    6.51129 %
December 31, 2008
    6.51129 %
March 31, 2009
    6.51129 %
June 30, 2009
    6.51129 %

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    Percentage of Principal
Installment   Amount
September 30, 2009
    13.02258 %
December 31, 2009
    14.05099 %
     (b) [Reserved]
     (c) The Tranche D-2 Term Loan of each Tranche D-2 Term Lender shall mature in21 consecutive quarterly installments, commencing on June 30, 2006. The Borrowershall repay the Tranche D-2 Term Loans on each date set forth below in an amountequal to the percentage of the aggregate principal amount of Tranche D-2 Term Loansmade on the First Amendment Effective Date set forth opposite such date:
         
    Percentage of Principal
Installment   Amount
June 30, 2006
    0.25253 %
September 30, 2006
    0.25253 %
December 31, 2006
    0.25253 %
March 31, 2007
    0.25253 %
June 30, 2007
    0.25253 %
September 30, 2007
    0.25253 %
December 31, 2007
    0.25253 %
March 31, 2008
    0.25253 %
June 30, 2008
    0.25253 %
September 30, 2008
    0.25253 %
December 31, 2008
    0.25253 %
March 31, 2009
    0.25253 %
June 30, 2009
    0.25253 %
September 30, 2009
    0.25253 %
December 31, 2009
    0.25253 %
March 31, 2010
    15.15152 %
June 30, 2010
    15.15152 %
September 30, 2010
    15.15152 %
December 31, 2010
    15.15152 %
March 31, 2011
    17.55051 %
June 30, 2011
    18.05546 %
          3.3. Amendment to Section 4.2. Section 4.2(e) of the Credit Agreement is herebyamended by (i) deleting the word “[Reserved]” and (ii) adding the following paragraph in lieuthereof:

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     “Any prepayment of Tranche D-1 Term Loans or Tranche D-2 Term Loans effected onor prior to the first anniversary of the First Amendment Effective Date with theproceeds of a substantially concurrent issuance or incurrence of new term loanswhich both (x) are incurred for the primary purpose of refinancing such Term Loansand decreasing the Applicable Margin with respect thereto, and (y) otherwise haveterms and conditions (and are in an aggregate principal amount) substantially thesame as those of such Term Loans, shall be accompanied by a prepayment fee equal to1% of the amount prepaid.”
          3.4. Amendment to Section 4.16. Section 4.16(a) of the Credit Agreement is herebyamended by deleting the reference to the amount “$100,000,000” in clause (iii) of the proviso insuch Section and substituting in lieu thereof a reference to the amount “$50,000,000”.
          3.5. Amendments to Section 8.5. Section 8.5 of the Credit Agreement is hereby amendedby (i) deleting the word “and” after paragraph (l) thereof, (ii) replacing the period afterparagraph (m) thereof with a semicolon followed by the word “and” and (iii) adding the followingnew paragraph (n):
               “(n) Other Dispositions of assets (including to Affiliates without regard to therequirements of Section 8.10); provided that the aggregate fair market value of allsuch assets so Disposed of does not exceed $5,000,000 in any year.”
          3.6. Amendment to Pricing Grid. Annex A to the Credit Agreement is hereby amended bydeleting such exhibit in its entirety.
          SECTION 4. Waiver of Right to Refuse Prepayment, Pro Rata Application of Prepayments.The requirements of Sections 4.1(b) and 4.8(b) of the Credit Agreement are hereby waived in orderto permit the proceeds of the Tranche A-4 Term Loans and the Tranche D-2 Term Loans to be appliedto prepay, in full, the Tranche A-2 Term Loans, the Tranche A-3 Term Loans and the Tranche D TermLoans.
          SECTION 5. Effectiveness. This Amendment shall become effective as of the date (the“First Amendment Effective Date”) on which the following conditions have been satisfied:
     (a) The Administrative Agent (or its counsel) shall have received duly executed andcompleted counterparts hereof (in the form provided and specified by the AdministrativeAgent) that, when taken together, bear the signatures of (w) the Borrower and Holdings, (x)the Required Lenders, (y) the Majority Facility Lenders in respect of the Tranche D-1 TermFacility described in clause (b) in the definition of Facility in the Credit Agreement and(z) each Additional Lender.
     (b) The conditions set forth in Section 6.2 of the Credit Agreement shall be satisfiedon and as of the First Amendment Effective Date, and the Administrative Agent shall havereceived a certificate of a Responsible Officer, dated as of the First Amendment EffectiveDate, to such effect.

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     (c) The Administrative Agent shall have received a favorable legal opinion of (i) JonesDay, counsel to the Borrower and Holdings, in form and substance reasonably satisfactory tothe Administrative Agent, and (ii) Robert J. Bush, Esq., in form and substance satisfactoryto the Administrative Agent, addressed to the Administrative Agent, the Lenders and the NewTerm Lenders and dated the First Amendment Effective Date, covering such matters relating tothe New Loans, this Amendment, the Credit Agreement as amended hereby, and the other LoanDocuments and security interests thereunder as the Administrative Agent may reasonablyrequest.
     (d) The Administrative Agent shall have received such documents and certificates as theAdministrative Agent or its counsel may reasonably request relating to the organization,existence and good standing of each Loan Party, the authorization of this Amendment and thetransactions contemplated hereby and any other legal matters relating to the Loan Parties,this Amendment, the other Loan Documents and the transactions contemplated hereby, all inform and substance reasonably satisfactory to the Administrative Agent.
     (e) Each Loan Party that has not executed and delivered this Amendment shall haveentered into a written instrument reasonably satisfactory to the Administrative Agentpursuant to which it confirms that it consents to this Amendment and the New Loans and thatthe Security Documents to which it is a party will continue to apply in respect of theCredit Agreement, as amended hereby, and the Obligations of such Loan Party.
     (f) The aggregate amount of Tranche A-4 Term Loan Commitments, Tranche D-2 Term LoanCommitments and Additional Revolving Commitment Amounts of the Additional Lenders, as setforth in their signature page to this Amendment, shall equal or exceed the aggregateprincipal amount of Tranche A-2 Term Loans, Tranche A-3 Term Loans, Tranche D Term Loans andRevolving Commitments of Lenders other than any Renewing Lenders that are refinanced withTranche A-4 Term Loans, Tranche D-2 Term Loans and New Revolving Commitments made orprovided by such Renewing Lenders.
     (g) All Reimbursement Obligations shall have been paid in full.
     (h) To the extent invoiced, the Administrative Agent shall have received payment orreimbursement of its reasonable out-of-pocket expenses in connection with this Amendment andany other out-of-pocket expenses of the Administrative Agent required to be paid orreimbursed pursuant to the Credit Agreement, including the reasonable fees, charges anddisbursements of counsel for the Administrative Agent.
          SECTION 6. Representations and Warranties. To induce the other parties hereto toenter into this Amendment, each of the Borrower and Holdings represents and warrants to each of theLenders, the Additional Lenders and the Administrative Agent that as of the First AmendmentEffective Date:
          6.1. This Amendment has been duly authorized, executed and delivered by it and this Amendmentand the Credit Agreement, as amended hereby, constitutes its valid and binding

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obligation,enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,reorganization, moratorium or other laws affecting creditors’ rights generally and subject togeneral principles of equity, regardless of whether considered in a proceeding in equity or at law.
          6.2. Each of the representations and warranties set forth in Section 5 of the Credit Agreementare true and correct in all material respects on and as of the First Amendment Effective Date withthe same effect as though made on and as of the First Amendment Effective Date, except to theextent such 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).
          SECTION 7. Effect of Amendment.
          7.1. Except as expressly set forth herein, this Amendment shall not by implication orotherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of theLenders or the Administrative Agent under the Credit Agreement or any other Loan Document, andshall not alter, modify, amend or in any way affect any of the terms, conditions, obligations,covenants or agreements contained in the Credit Agreement or any other provision of the CreditAgreement or of any other Loan Document, all of which are ratified and affirmed in all respects andshall continue in full force and affect. Nothing herein shall be deemed to entitle the Borrower toa consent to, or a waiver, amendment, modification or other change of, any of the terms,conditions, obligations, covenants or agreements contained in the Credit Agreement or any otherLoan Document in similar or different circumstances.
          7.2. On and after the First Amendment Effective Date, each reference in the Credit Agreementto “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each referenceto the Credit Agreement in any other Loan Document shall be deemed a reference to the CreditAgreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes ofthe Credit Agreement and the other Loan Documents.
          SECTION 8. General.
          8.1. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
          8.2. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agentfor its reasonable out-of-pocket expenses in connection with this Amendment, including thereasonable fees, charges and disbursements of counsel for the Administrative Agent.
          8.3. Counterparts. This Amendment may be executed in any number of counterparts andby different parties hereto in separate counterparts, each of which when so executed and deliveredshall be deemed an original, but all such counterparts together shall constitute but one and thesame instrument. Delivery of any executed counterpart of a signature page of this Amendment byfacsimile or electronic transmission shall be as effective as delivery of a manually executedcounterpart hereof.

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          8.4. Headings. The headings of this Amendment are for purposes of reference only andshall not limit or otherwise affect the meaning hereof.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executedand delivered by their respective duly authorized officers as of the day and year first abovewritten.
         
  R.H. DONNELLEY CORPORATION
 
 
  By:   /s/ Robert J. Bush   
    Name:   Robert J. Bush   
    Title:   Senior Vice President, General Counsel and Corporate Secretary   
 
         
  R.H. DONNELLEY INC.
 
 
  By:   /s/ Robert J. Bush   
    Name:   Robert J. Bush   
    Title:   Vice President, General Counsel and Corporate Secretary   
 
         
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Administrative Agent
 

 
  By:   /s/ Susan Lefevre   
    Name:   Susan Lefevre   
    Title:   Director   
 
         
     
  By:   /s/ Lana Gifas   
    Name:   Lana Gifas   
    Title:   Vice President   
 
Signature Page to First Amendment